exv10w7



 



EXHIBIT 10.7


SUBLEASE AGREEMENT



     AGREEMENT
OF SUBLEASE (“Sublease”), made this 15th
day of October, 2002,
by and between HAMILTON RESOURCES CORPORATION, a Delaware corporation,
hereinafter referred to as “Sublessor”, and ALLIANCE BANK, a Virginia
corporation, hereinafter referred to as “Sublessee”.


W I T N E S S E T
H:




     WHEREAS, Sublessor and Medmarc Mutual Insurance Company, a Vermont
corporation (“Landlord”), entered into a certain Lease, dated as of August 21,
2000, as amended, a copy of which is attached hereto and incorporated herein as
Exhibit A (hereinafter, collectively, the “Lease”), pursuant to which Sublessor
has leased a certain premises containing approximately 29,532 rentable square
feet on the third (3rd) floor of the building located at 14280 Park Meadow
Drive, Chantilly, Virginia 20151 (the “Premises”), as more particularly
described in the Lease; and


     WHEREAS, Sublessee desires to sublet the Sublet Premises, as further
defined herein, and Sublessor desires to sublet the same, upon the terms and
conditions set forth herein:


     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and for other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is hereby agreed as follows:


     1.    The Sublet Premises:


            (a)    Sublessor does hereby sublease to Sublessee, and Sublessee does hereby
sublease from Sublessor, the Sublet Premises, identified as Suite 350,
containing approximately 6,375 rentable square feet, located on the
third (3rd)
floor at 14280 Park Meadow Drive, Westfields Corporate Center, Chantilly,
Virginia 20151 and as the same is more fully depicted by Exhibit B attached
hereto and incorporated herein, subject to all of the terms, covenants, and
conditions contained herein, including, without limitation, all of the terms,
covenants, and conditions now or hereafter of record and affecting the Land (as
defined in the Lease), and all of the terms, covenants, and provisions of the
Lease. Notwithstanding anything in this Sublease to the contrary, this
Sublease is in all respects subject and subordinate to the provisions of the
Lease, and all covenants and conditions of record.



            (b)    The parties hereto agree and stipulate that the rentable square
footage of the Sublet Premises is as set forth in Section 1(a) above, and
Sublessor shall not be obligated to remeasure the Sublet Premises nor to adjust
the Rent as a result thereof. Notwithstanding the foregoing, the Sublessor
shall it’s reasonable best efforts to provide the Sublessee with a
documentation form Sublesssor’s architect verifying the square footage of the
Sublet Premises in accordance with the measurement standard set forth in the
Lease or in the absence thereof, in accordance with the prevailing standard
market form of measurement used to measure office spaces in Northern Virginia.

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 1 of 27




 






 



     2.    Term:


            (a)    The term of this Sublease shall commence on the later date of October
15, 2002, or Landlord’s written consent of this Sublease (hereinafter “Sublease
Commencement Date”), and shall then continue until October 31, 2007 (the
“Term”), unless earlier terminated as provided herein. Notwithstanding the
foregoing or any other provision of this Sublease, subject however to Section
3(c) below and any “non-disturbance” agreement provided by the Landlord, this
Sublease shall automatically terminate and be of no further force and effect if
the Lease terminates or expires for any reason. Sublessor is relieved of all
liability hereunder upon the expiration or earlier termination of the Lease,
unless the early termination of the Lease is caused as a result of Sublessor’s
breach of the Lease.



            (b)    Provided that Sublessee shall not be in default under this Sublease,
Sublessee shall have an option to renew this Sublease through February 28,
2011, at a Base Rent equal to the fair market rental but not less than the base
rent as then escalated, all other terms and conditions (including the
obligation to pay Sublessee’s proportionate share of Operating Expenses)
remaining the same. Sublessee shall exercise this option by written notice to
Sublessor at least nine (9) months prior to the expiration of the initial Term.
Upon receipt of notice, Sublessor shall notify Sublessee of Sublessor’s
determination of fair market rental, which shall be Sublessor’s reasonable and
best estimate of the fair market rental in the area of the Premises, taking
into account buildings of similar location, quality, age, and facilities. Upon
receipt of Sublessor’s determination and if Sublessee agrees with Sublessor’s
determination of the fair market rental, the parties shall execute a lease
amendment, memorializing the extension of the Term and the Base Rent for the
renewal term. If Sublessee disagrees with Sublessor’s determination of the fair
market rental, then the Sublessee shall within ten (10) business days of the
receipt of Sublessor’s proposal, shall submit a counter proposal to the
Sublessor. If at that time the Sublessor and the Sublessee can not agree as to
what constitutes the appropriate fair market rental for the Premises for the
renewal term, then the parties shall utilize the “three broker method” as
described in Section 2(c) below in order to determine the applicable fair
market rental for Premises during the renewal term.



            (c)    If the parties submit the issue of what constitutes the appropriate
fair market rental for the Premises for the renewal term to determination using
a “three broker method”, then the base rent applicable during the renewal term
shall be equal to the fair market rental rate as determined by a board of three
(3) licensed real estate brokers, one of whom shall be named by Sublessor, one
by Sublessee, and the two brokers so appointed shall select the third. Each
member of the board of brokers shall be licensed in the Commonwealth of
Virginia as a real estate broker, with a substantial familiarity in the field
of commercial leasing in the Chantilly, Virginia having no less than ten (10)
years experience in such field, and recognized as ethical and reputable within
the field. Sublessor and Sublessee agree to make their appointments within ten
(10) business days after the earlier to occur of (i) the expiration of the ten
(10) day period after Sublessor’s receipt of Sublessee’s counterproposal, or
(ii) the date Sublessor notifies Sublessee of its rejection of Sublessee’s
counterproposal. The two (2) brokers selected by Sublessor and Sublessee shall
promptly select a third broker within ten (10) days after they both have been
appointed, and each broker, within ten (10) days after the third broker is
selected, shall

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 2 of 27





 






 





submit his or her determination of the said fair market rental. If either of
the parties fail to select a broker within the aforesaid time periods, the
broker selected by the other party shall select the other two (2) brokers to
participate in the determination, each of which shall meet the selection
criteria set forth above, and be affiliated with a different company from the
first broker and from each other; and if the brokers selected by Sublessor and
Sublessee are unable to reach agreement on the identity of the third broker
within the applicable ten (10) day period, then the third broker shall be
designated (in compliance with the applicable criteria set forth above) by an
agent of the Virginia Board of Realtors in office at such time. The fair market
rental shall be the average of amount determined by the two brokers whose
determinations are closest in amount to each other (or if two brokers reach an
identical determination, the determination of such two brokers), provided that
if the two (2) most proximate determinations of fair market rental differ by
more than five percent (5%), then the determination of fair market rental by
such board of three brokers shall be null and void, and Sublessor and Sublessee
shall, within five (5) business days thereafter, appoint a new board of three
different real estate brokers meeting the above-stated criteria, who shall
convene in accordance with the procedures and time frames set forth above in
order to render a new determination, as if the first determination had never
taken place. After the fair market rental has been established, the brokers
shall immediately notify the parties in writing, and such determination shall
be conclusive and binding upon the parties. Sublessor and Sublessee shall each
pay the fee of the broker selected by it, and they shall equally share the
payment of the fee of the third broker.


            (d)    Provided that Sublessee shall not be in default under this Sublease,
Sublessee shall have the first right of refusal on the adjoining approximately
1,800 rentable square feet of shell space (the “Option Space”) for the initial
term should the Sublessor elect to not use that space for Sublessor’s own
benefit. In the event that Sublessor decides to sublease such space to a third
party, Sublessor shall first give Sublessee written notice thereof, which
notice shall contain the Base Rent, Base Rent Escalation, Base Year and Term at
which Sublessor intends to offer the Option Space to the third party.
Sublessee shall then have ten (10) days to accept or reject such offer. If
Sublessee accepts such offer within the ten (10) day period, then the Option
Space shall, upon Sublessor’s completion of a mutually agreeable turnkey
buildout of the Option Space at Sublessor’s sole cost and expense, which
buildout shall be equal in standard to the existing buildout of the lease
Premises (Suite #350), be added to the Premises, and the Base Rent shall be
increased by an amount equal to the product of 1,800 multiplied by the Base
Rent per square foot then in effect. Notwithstanding the foregoing, should the
term of the lease for the Option Space not be co-terminus with Sublessee’s
original Sublet Premises, then Sublessee shall have the option of increasing
the tem of the original Sublet Premises to be co-terminus with the term of the
Option Space. The parties shall execute a lease amendment, memorializing the
addition of the Option Space to the Sublet Premises, and if Sublessee fails or
refuses to execute such amendment, then, at the option of Sublessor, the right
of first refusal and addition of the Option Space shall be null and void. If
Sublessee rejects or fails to accept such offer within the ten (10) day period,
then this right of first refusal shall be null and void, and thereafter,
Sublessor may sublease the Option Space without respect to this right of first
refusal.



            (e)    Notwithstanding the foregoing, Sublessor shall not be required to
tender possession of the Sublet Premises until Sublessee has procured the
insurance described in Section 12 of this Sublease and has tendered a
certificate of such insurance to Sublessor. Should


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 3 of 27





 






 


Sublessee fail to procure the required insurance or tender the required
certificate of insurance, the Sublease Commencement Date shall occur on the
date that Sublessor would have tendered possession but for Sublessee’s breach.
If, for any reason, Sublessor cannot deliver possession of the Sublet Premises
to Sublessee, Sublessor shall not be subject to any liability therefore, nor
shall such failure affect the validity of this Sublease or the obligations of
Sublessee hereunder, or extend the term thereof. Notwithstanding the
foregoing, should Sublessor not deliver possession of the Sublet Premises by
November 1, 2002, then Sublessee, at Sublessee’s option, shall have the right
to send Sublessor written notice terminating the Sublease.


            (f)    For purposes of this Sublease, the term “Sublease Year” shall mean a
period of twelve (12) consecutive months, commencing on the Sublease
Commencement Date, and each successive twelve (12) month period thereafter,
except that if the Sublease Commencement Date is a day other than the first day
of a month, then the first Sublease Year shall commence on the Sublease
Commencement Date and shall continue for the balance of the month in which the
Sublease Commencement Date occurs and for a period of twelve (12) calendar
months thereafter.



     3.    Lease:


            (a)    Sublessee agrees that this Sublease is and shall remain in all
respects subject and subordinate to the Lease noted above, by and between
Sublessor and the Sublessee which includes and covers the Sublet Premise; that
Sublessee will occupy the Sublet Premises in a manner consistent with the terms
of the Lease, a copy of which shall be provided to Sublessee, with economic
terms redacted, prior to execution of this Sublease, will perform all acts or
duties pertaining to the use and occupancy of the Sublet Premises as are
required of the Sublessor under the Lease, and will not do or suffer to be done
any act or omit to do any act which might result in violation of or a default
under any of the covenants, terms and conditions of the Lease, nor render
Sublessor or Landlord liable for any charge or expenses thereunder. To the
extent that Landlord’s consent or approval shall be required under this
Sublease, or the Lease, Sublessor and Landlord shall have no liability of any
kind whatsoever to Sublessee for the failure of Landlord to grant such consent
or approval.



            (b)    Sublessee shall and hereby does indemnify, and hold Sublessor and
Landlord harmless against any and all actions, claims, demands, damages,
liabilities, and expenses (including, without limitation, reasonable attorney’s
fees, investigative costs, and court costs) asserted against, imposed upon, or
incurred by Sublessor or Landlord by reason of any violation caused, suffered,
or permitted by Sublessee or Sublessee’s agents of any of the terms, covenants,
or conditions of the Lease.



            (c)    Notwithstanding anything herein to the contrary, this Sublease is
subject and subordinate to the Lease, and to the matters to which the Lease is
or shall be subordinate, and in the event of a termination of the Lease, or the
re-entry or dispossession of Sublessor by Landlord under the Lease, Sublessee
shall have the right to attorn to Landlord as its Sublessor pursuant to the
then applicable terms of this Sublease for the remaining term hereof, except
that Landlord shall not be (i) liable for any act or omission of Sublessor
under this Sublease, (ii) subject to any offset which theretofore accrued to
Sublessee against Sublessor, or (iii) bound by


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 4 of 27






 






 



any previous modification of this Sublease not consented to in writing by
Landlord or by a previous prepayment of rent more than one month in advance. If
requested by Landlord, or any mortgagee, deed of trust holder, or ground lessor
of Landlord (“Mortgagee”), Sublessee shall promptly execute and deliver any
certificate or other document confirming such subordination in form and
substance acceptable to Landlord or Mortgagee. Sublessor shall use
commercially reasonable efforts, without any liability to Sublessor, to obtain
from any current or future Mortgagee, a non-disturbance agreement for the
benefit of Sublessee, the form of which shall be provided by the Mortgagee.
Notwithstanding anything in this Sublease to the contrary, the Sublessor shall,
simultaneously with the execution of this Sublease, acquire from the Landlord a
non-disturbance agreement for the benefit of the Sublessee, the form and
content of which shall be reasonably satisfactory to the Sublessee


     4.    Rent:


            (a)    The “Base Rent” shall mean the sum of One Hundred Forty Six Thousand
Six Hundred Twenty Five and 0/100 Dollars ($146,625.00), payable in monthly
installments of Twelve Thousand Two Hundred Eighteen and 75/100 Dollars
($12,218.75), subject to the annual escalation pursuant to Section 4(b) below.



            (b)    Commencing on the first day of the second Sublease Year, and on the
first day of each and every Sublease Year thereafter during the Term, the Base
Rent (and the monthly installments thereof) shall be adjusted (increased only)
by adding to the Base Rent a sum equal to the Base Rent then in effect
multiplied by three percent (3%). The Base Rent as established by such
adjustment shall continue in effect as the Base Rent required to be paid
hereunder until again adjusted as herein provided.



            (c)    Concurrently with the execution of this Sublease, Sublessee shall pay
to Sublessor an amount equal to one (1) monthly installment of the Base Rent
payable during the first (1st) Sublease Year, which amount shall be credited by
Sublessor toward the monthly installment of the Base Rent payable for the first
full calendar month falling within the Term. If the Sublease Commencement Date
shall be on a date other than the first day of the month, then the Base Rent
for the second (2nd) calendar month shall be prorated based upon a fraction,
the numerator of which is the number of days from and including the Sublease
Commencement Date to the end of the month, and the denominator is the total
number of days in said month. The Sublessee covenants to pay such Base Rent in
advance of the first of each month. All rent, including Base Rent and any
other sum of any kind that may be due from Sublessee to Sublessor (“Additional
Rent”), shall be payable without notice or demand and without deduction,
offset, counterclaim, or abatement, in lawful money of the United States of
America to Sublessor when due, at the address stated herein, or to such other
persons or at such other places as Sublessor may designate in writing. If
Sublessor shall at any time or times accept rent, whether Base Rent or
Additional Rent (hereinafter collectively “Rent”), after it shall become due
and payable, such acceptance shall not excuse delay upon subsequent occasion,
or constitute, or be construed as, a waiver of any or all of Sublessor’s rights
hereunder.



            (d)    Sublessee shall pay to Sublessor during the Term hereof, in addition
to the Base Rent, Sublessee’s Share of the amount by which all Operating
Expenses (as defined in

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 5 of 27






 






 





Section 4.2 of the Lease) and Real Property Taxes (as defined in Section
10.2 of the Lease) payable by Sublessor for each Comparison Year exceeds the
amount of all Operating Expenses and Real Property Taxes payable by Sublessor
for the Base Year (which shall be calendar year 2003). Sublessee’s Share of
Operating Expense and Real Property Taxes increases shall be determined in
accordance with the following provisions:


                     (i)    Sublessee’s Share shall be the ratio of the total rentable square
footage of the Sublet Premises to the total rentable square footage of the
Premises, which as of the date hereof, the parties stipulate to be .216. In
the event that the number of rentable square feet in the Sublet Premises or the
Premises changes (e.g., exercise of right of first refusal), Sublessee’s Share
shall be adjusted in the year the change occurs, and Sublessee’s Share for such
year shall be determined on the basis of the days during such year that each
Sublessee’s Share was in effect.



                     (ii)    Comparison Year is defined as each calendar year during the Term of
this Sublease after the Base Year. Sublessee’s Share of the Operating Expense
and Real Estate Taxes increases for the last Comparison Year of the Term of
this Lease shall be prorated according to that portion of such Comparison Year
as to which Sublessee is responsible for a share of such increase.



                     (iii)    Commencing on the first day after the expiration of the Base Year,
during the Term hereof, on the first day of every month, without demand,
counterclaim, or offset, Sublessee shall pay Sublessor an estimated payment
toward its obligations for Operating Expenses and Real Estate Taxes, as
reasonably estimated by Sublessor. After the end of each calendar year during
the Term hereof and receipt by Sublessor of Landlord’s accounting for Operating
Expenses and Real Estate Taxes, Sublessor shall provide to Sublessee an
accounting of such Operating Expenses and Real Estate Taxes based upon
Sublessee’s Base Year, and thereupon Sublessee shall pay any deficiency within
thirty (30) days of receipt of such accounting, or any overage shall be
credited to the next installment of Operating Expenses and Real Estate Taxes.



            (e)    Any monthly installment or other payment of Rent not paid on or before
five (5) days of its due date shall be subject to a one-time late charge of
five percent (5%) of the Base Rent and Additional Rent due. All Rent and all
other payments becoming due hereunder (including Additional Rent) shall bear
interest at the rate of thirteen (13%) percent per annum from and after the
date when the same shall become due and payable. Any interest charges pursuant
to this subsection shall constitute Additional Rent. The parties agree that
the obligation hereunder is exempt as a commercial transaction from the defense
of usury pursuant to Va. Code Title 6.1, Chapter 7.3, Article 10, provided,
however, that if any court shall hold that such defense is available, then the
interest rate set forth above shall be the highest rate permitted by the laws
of the Commonwealth of Virginia.



     5.    Deposit:


            (a)    Upon execution of this Sublease and subject to the provisions of
Section 4(c) above, Sublessee shall deposit with Sublessor the sum of Twelve
Thousand Two Hundred

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 6 of 27






 






 





Eighteen and 75/100 Dollars ($12,218.75), as a rental deposit for the
first month’s rent (the “Rental Deposit”), and the sum of Twenty Four Thousand
Four Hundred Thirty Seven and 50/100 Dollars ($24,437.50) as a security deposit
for the performance by Sublessee of the provisions of this Sublease (the
“Sublease Deposit”). Such Sublease Deposit shall be considered as security for
the payment and performance by Sublessee of all of Sublessee’s obligations,
covenants, conditions and agreements under this Sublease, or any other
obligation of Sublessee. The Sublease Deposit, may, at Sublessor’s option, be
applied toward the cost of repairing or restoring any damage to the Sublet
Premises or for any other liabilities or indebtedness of Sublessee to Sublessor
of any kind, and shall not be applied or credited to any payment of Rent in
lieu of payment thereof. The Security Deposit may not be used or applied by
Sublessee as a substitute for any rent due, but may be so applied by Sublessor
at any time at Sublessor’s sole option. The use, application or retention of
the Security Deposit, or any portion thereof, by Sublessor shall not prevent
Sublessor from exercising any other right or remedy provided by this Sublease
or by law or in equity, and shall not operate as a limitation on any recovery
to which Sublessor may otherwise be entitled. If Sublessor applies or retains
any part of the Security Deposit, upon written demand therefore by Sublessor,
Sublessee shall promptly deposit cash or cash equivalent with Sublessor in such
amount so that Sublessor shall have the full deposit on hand at all times
during the Term.


            (b)    If Sublessee is not in default at the expiration or termination of
this Sublease, and has paid in full all obligations of any kind to Sublessor,
Sublessor shall return the Sublease Deposit or any balance thereof to
Sublessee, within forty five (45) days after the expiration of the term hereof,
or after Sublessee has vacated the Premises, whichever is later.



     6.    Alterations:


            (a)    Sublessee will not make or permit anyone to make any improvements,
alterations, fixed decorations, substitutions or modifications, structural or
otherwise, to the Premises or the Building or in or to the Sublet Premises
(“Alterations”), without the prior written consent of the Sublessor, which
consent may be withheld in Sublessor’s sole discretion with respect to any
proposed material Alterations which effect the Building’s HVAC, Building
utility systems (e.g., water or electrical systems), or which require any
structural modifications or changes. Otherwise, such consent shall not be
unreasonably withheld, conditioned, or delayed. Any proposed alterations shall
also require Landlord’s approval, as provided in the Lease. In connection with
Alterations, Sublessee shall comply with any and all directions and
requirements of Landlord. Alterations shall include, but shall not be limited
to, the installation or modification of carpeting, walls, partitions, counters,
doors, shelves, lighting fixtures, hardware, locks, ceiling, window and wall
coverings.



            (b)    Any Alteration or work performed by Sublessee shall be made: (a) in a
good, workmanlike, first-class and prompt manner; (b) using new materials only;
(c) by a contractor and in accordance with plans and specifications reasonably
approved in writing by Sublessor; (d) in accordance with legal requirements and
requirements of any insurance company insuring the Building; (e) after
obtaining a workmen’s compensation insurance policy reasonably approved in
writing by Landlord and Sublessor; and (g) after delivering to Landlord and
Sublessor written, unconditional waivers of mechanics’ and materialmen’s liens
against the

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 7 of 27







 






 





Premises and the Building from all proposed contractors, subcontractors,
laborers and material suppliers for all work and materials in connection with
such Alteration or work, which waivers may state that they are subject to
payment of a specified amount. Landlord’s and Sublessor’s consent to the
making of an Alteration shall be deemed not to constitute Landlord’s or
Sublessor’s consent to subject its interest in the Premises or the Building to
liens which may be filed in connection therewith.


            (c)    Any Alterations, with the exception of removable trade fixtures and
equipment not required to remain in the Premises pursuant to the Lease, (a)
shall immediately become the property of Landlord and (b) shall remain upon and
be surrendered with the Sublet Premises as a part thereof at the end of the
Term. Notwithstanding the foregoing, Sublessor may elect at the time of
approval of Alterations, upon notice to Sublessee, that any Alterations be
removed at the end of the Term, and thereupon, Sublessee shall, at Sublessee’s
sole expense, cause such Alterations to be removed and the Sublet Premises to
be restored to their condition prior to the making of such Alterations,
reasonable wear and tear excepted.



            (d)    Notwithstanding the foregoing, the Sublessor acknowledges that
Sublessee intends to convert one of the offices in the Premises into a
computer/server/data room and in doing so, will remove the carpeting in said
room, install a special HVAC to cool the room, and add additional electrical
outlets to accommodate the equipment being added (the “Special Alterations”).
Subject to the requirements of Paragraph 6(b) and (c) above, the Sublessor
herby approves the Special Alterations.



     7.    Permitted Use: Sublessee covenants to use the Sublet Premises for
office purposes, and for no other purpose. The Sublessee shall not use or
occupy the Sublet Premises for any dangerous or unlawful purpose and, at
Sublessee’s sole expense, shall comply with all present and future laws,
ordinances, regulations and orders of the United States of America, the
Commonwealth of Virginia, the County of Fairfax and any other public or
quasi-public authority having jurisdiction over the Sublet Premises.


     8.    Operation of Business and Sublet Premises:


            (a)    Except as expressly set forth herein, Sublessee accepts the Sublet
Premises in AS IS condition. Sublessor makes no representations or warranties
of any kind whatsoever with respect to the suitability of the Sublet Premises
for Sublessee’s use. Notwithstanding the foregoing, the Sublessor shall ensure
that all base building mechanical, electrical and HVAC systems are in proper
working order. Sublessee shall keep and maintain the Sublet Premises in clean,
safe, and sanitary condition, shall take good care thereof, and shall suffer no
waste or injury thereto, and at the expiration or other termination of this
Sublease, shall surrender the Sublet Premises in good order and condition,
normal and customary wear and tear excepted.



            (b)    Sublessee, at Sublessee’s expense, shall promptly comply with all
present and future laws, ordinances, orders, rules, regulations and
requirements of all governmental authorities having jurisdiction, affecting or
applicable to the Sublet Premises for the cleanliness, safety, occupancy and
use of the same, whether or not any such law, ordinance, order, rule,
regulation or requirement is substantial, or foreseen or unforeseen, or
ordinary or extraordinary.


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 8 of 27






 






 





Sublessee shall obtain and maintain any permits and approvals that may be
required, including any special use permit, if any. Notwithstanding anything
contrary to the above, Sublessor shall ensure that the Sublet Premises can be
lawfully occupied by Sublessee for its Permitted Use in it’s AS IS condition.


            (c)    Sublessee shall keep the Sublet Premises free from any and all liens
arising out of any work performed, materials furnished or obligations incurred
by or for Sublessee, and agrees to bond against or discharge any such lien
(including, without limitation, any construction mechanic’s or materialman’s
lien) within ten (10) days after the earlier of written request therefor by
Sublessor or Landlord or the knowledge by Sublessee of the existence of the
lien.



            (d)    Sublessee shall not cause or permit any Hazardous Material (as that
term is defined in any federal, state, or local statute, regulation, or
ordinance) to be generated, produced brought upon, used, stored, treated or
disposed of in or about the Premises, the Building or the land by Sublessee or
its agents or sublessees without the prior written consent of Sublessor.
Sublessor shall be entitled to take into account such factors or facts as
Sublessor may in its sole and exclusive discretion determine to be relevant in
determining whether to grant, condition or withhold consent to Sublessee’s
proposed activity with respect to Hazardous Material and Sublessee shall
indemnify, defend and hold Sublessor and Landlord harmless from any and all
actions (including, without limitation, remedial or enforcement actions of any
kind, administrative or judicial proceedings, and orders or judgments arising
out of or resulting therefrom), costs, claims, damages (including, without
limitation, punitive damages), expenses (including, without limitation,
attorneys’, consultants’ and experts’ fees, court costs and amounts paid in
settlement of any claims or actions), fines, forfeitures or other civil,
administrative or criminal penalties, injunctive or other relief (whether or
not based upon personal injury, property damage, contamination of, or adverse
effects upon, the environment, water tables or natural resources), liabilities
or losses (economic or other) arising from a breach of this prohibition by
Sublessee, its agents or sublessees.



     9.    Rules and Regulations: Sublessee and its employees, agents, customers
and invitees shall abide by and observe the rules and regulations promulgated
by Landlord from time to time for the operation and maintenance of the Building
or any new rules and regulations which may from time to time be issued by
Landlord, provided such new rules and regulations are not materially
inconsistent with this Sublease, does not materially increase the financial
burden of the Sublessee, or does not unreasonably restrict Sublessee’s rights
under this Sublease. Landlord and Sublessor shall not be liable to Sublessee
for any violation of these rules and regulations by any other tenant or its
employees, agents or invitees. Any reference to Landlord in the rules and
regulations shall not be deemed to create any privity or contractual
relationship between Sublessee and Landlord.


     10.   Additional Obligations of Sublessee: Sublessee shall:


            (a)    Keep the Sublet Premises and approaches clean and free from rubbish.
Sublessee will not store any material or trash of any nature whatever outside
of the Sublet Premises.


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 9 of 27






 






 





            (b)    Pay all deposits and charges for all services used on the Sublet
Premises as they become due and payable.



            (c)    Not do or permit any activities or materials upon the Sublet Premises
which will contravene policies insuring Sublessor or Landlord against loss or
damage by fire or other hazards, including, but not limited to public
liability, or which will prevent the procuring of such policies from companies
acceptable to Sublessor or Landlord.



            (d)    Not display merchandise, temporary signs or other obstructions on the
outside of the Building without the express written consent of Landlord as may
be required under the Lease.



            (e)    
Not cause or permit any waste or damage to the Sublet Premises and
give Sublessor and Landlord prompt notice of any damage that may occur.



            (f)    Promptly pay all contractors and materialmen so as to minimize the
possibility of a lien attaching to the Sublet Premises.



            (g)    Upon ten (10) days written notice to execute such instruments as may
be necessary to subordinate this Sublease to any mortgage or deed of trust now
or at any time hereafter placed upon the Sublet Premises or the Building,
whether or not the aggregate amount thereof shall exceed the aggregate amount
of the encumbrances now upon the Sublet Premises.



            (h)    Not operate any machinery in or about the Premises or the Sublet
Premises which may cause vibration or damage to the Premises or the Sublet
Premises; nor use a loudspeaker in or about the Sublet Premises.



            (i)    Park commercial vehicles, trucks and equipment at such place or places
as designated and prevent any vehicles from blocking traffic lanes in front of
the Building. Sublessee shall not have inoperative or unregistered vehicles
stored in the parking lot for longer than twenty-four (24) hours.



            (j)    Not place any exterior signs, advertising or awnings upon the
Building, Premises or Sublet Premises without the expressed approval in writing
from Sublessor, which approval may be withheld in Sublessor’s sole discretion.
Sublessee will maintain any approved appurtenance, as needed, at Sublessee’s
sole expense, and if not so maintained, it may be removed by Landlord or
Sublessor at Sublessee’s expense. Any such appurtenance will be removed and
the building restored to its original condition by Sublessee at the termination
of this Sublease.



            (k)    Inspect regularly all portions of the Sublet Premises, both interior
and exterior, and all machinery and equipment therein, so that the need for
repairs may be promptly detected, to make such repairs as it is herein obliged
to make, and notify Sublessor in writing of the need for any repairs Landlord
may be obligated to make under the Lease.

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 10 of 27






 






 





            (l)    Except for emergencies, upon reasonable advance written notice to
Sublessee and not interfering with Sublessee’s ability to conduct business in
the Sublet Premises, permit the Sublessor and Landlord to inspect the Sublet
Premises, to show the Sublet Premises to prospective tenants during the last
six (6) months of the initial term or the renewal term provided Sublessee has
not renewed the Sublease at the time, to exhibit notices for lease or sale, it
being understood that no such inspection shall be deemed a waiver of Landlord’s
or Sublessor’s rights under the Lease, or this Sublease.



            (m)    Not use or employ Landlord’s or Sublessor’s personnel, including but
not limited to secretaries, word-processing, and clerical personnel, for any
purpose at any time, nor ask or permit such personnel to perform any task (such
as filing, running errands, answering telephones, etc.) for Sublessee.
Sublessee shall not employ, nor offer employment to, any of Sublessor’s
personnel under any circumstances, whether or not during their off-duty hours
or after termination of their employment by Sublessor, without the express
advance written consent of Sublessor, which Sublessor may withhold in its sole
and absolute discretion. Sublessee understands that such employment would be
contrary to Sublessor’s business policies, and that Sublessor’s consent is
unlikely to be given.



            (n)    Implement, and strictly comply with, a “smoke free office” policy in
the Sublet Premises.



            (o)    Execute and return within ten (10) calendar days any certificate that
Landlord, or Sublessor may request from time to time, stating that, to the best
of Sublessee’s knowledge (with any exceptions noted), that this Sublease is
unmodified and in full force and effect, or in full force and effect as
modified, and stating the modification. The certificate shall contain the
items specified in relevant provisions of the Lease.



            (p)    Any and all use of Sublessor’s office property, equipment, or
supplies, is strictly prohibited.



            (q)    All office and suite keys and garage keys must be returned to
Sublessor or Landlord within thirty (30) days of Sublease termination or
expiration. The security deposit shall not be returned until, among other
things, all such items are returned.



            (r)    Notwithstanding anything herein to the contrary, Sublessee shall
comply with all obligations as are imposed on Sublessor, as tenant under the
Lease and are applicable to the Sublet Premises, the Building, and Sublessee’s
use thereof.



     11.   Assignment and Subletting:


            (a)    Notwithstanding any provision herein to the contrary, Sublessee agrees
not to assign or in any manner assign, convey, transfer or pledge this Sublease
or any estate or interest therein, and not to lease or sublet the Sublet
Premises or any part or parts thereof or any right or privilege appurtenant
thereto (“Transfer”), without the express written consent of Sublessor . The
sale, issuance or transfer of more than fifty percent (50%) of the voting
capital stock (or other equity interest) of Sublessee, or any voting capital
stock of any corporate entity

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 11 of 27






 






 





which directly or indirectly controls Sublessee which results in a change
in the direct or indirect voting control (or a change in the identity of any
person, persons, entity or entities with the power to vote or control at least
fifty percent (50%) of the voting shares of any class of stock) of Sublessee,
or any corporate or non-corporate entity which directly or indirectly controls
Sublessee, or, if Sublessee is a partnership, transfer of more than fifty
percent (50%) of the partnership interests of Sublessee, shall be deemed to be
a Transfer of this Sublease within the meaning of this Section. Sublessor will
not unreasonably withhold, condition, or delay its consent to a sub-sublease or
assignment if the following criteria are met:


                     (1)    Sublessee provides to Sublessor all information regarding the proposed
sub-subtenant or assignee (hereafter “Transferee”) required by Sublessor,
including without limitation, information regarding the identity and ownership
of the proposed Transferee, financial statements, and credit information (which
Sublessor is entitled to share with Landlord);



                     (2)    The Transferee’s use of the space conforms with the Permitted Use of
the Lease;



                     (3)    The proposed Transferee provides the same insurance as required by
Section 12 of this Sublease;



                     (4)    The proposed Transferee is not, and has not been, a party to any
litigation or dispute with Landlord, Sublessor, or any of Sublessor’s clients
or customers;



                     (5)    As a condition of such approval, Sublessee shall pay all reasonable
costs, fees, and expenses (including attorney’s fees) incurred by Sublessor
arising out of the proposal transaction, including but not limited to drafting
or review of documents, which total shall not exceed One Thousand and 00/100
Dollars ($1,000.00).



                     (6)    The proposed Transferee has not defaulted on any prior lease or
sublease, and it is demonstrated to Sublessor’s satisfaction that the proposed
Transferee has the financial capability of performing its obligations hereunder
and has satisfactory credit;



                     (7)    The form of agreement between the Sublessee and proposed Transferee is
acceptable to Sublessor; and



                     (8)    Landlord’s consent has been obtained, if such consent is required
under the Lease.



            (b)    In the event Sublessor shall consent to the Transfer, Sublessee shall
remain fully liable as principal and not as guarantor or surety for the Rent
and all conditions and covenants of this Sublease to be performed by Sublessee
for the full Term, even if Sublessor accepts Rent from the assignees or
subtenants or in any other manner deals with them. Any lawful levy or sale
upon execution or other legal processes against Sublessee shall be classified
as an assignment within the meaning of this Sublease, as shall be an
adjudication in bankruptcy, voluntary or involuntary, or an appointment of a
receiver by a State or Federal Court, or the insolvency of the Sublessee, or
the execution of a deed or other instrument for the benefit of


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 12 of 27






 






 





creditors. Notwithstanding anything in this Section 11 (Assignment and
Subletting) to the contrary, Sublessee understands and agrees that the consent
of Landlord under the Lease must in all instances be obtained prior to any
Transfer, whether or not Sublessor otherwise has rights to consent thereto.


            (c)    If this Sublease is assigned to any person or entity pursuant to the
provisions of the United States Bankruptcy Code, any and all monies or other
considerations payable or otherwise to be delivered in connection with such
assignment shall be paid or delivered to Sublessor, shall be and remain the
exclusive property of Sublessor and shall not constitute property of Sublessee
or of the Estate of Sublessee within the meaning of the Bankruptcy Code. All
monies or other considerations constituting Sublessor’s property under the
preceding sentence not paid or delivered to Sublessor shall be held in trust
for the benefit of Sublessor and be promptly paid or delivered to Sublessor.



            (d)    Sublessor shall be entitled to receive from Sublessee (as and when
received by Sublessee) as an item of Additional Rent, fifty percent (50%) of
all amounts received by Sublessee from such transferee, net of reasonable
expenses relating to the sublease (including but not limited to reasonable
brokerage fees and commissions, advertising costs, attorneys’ fees, and
allowances or rebates to the assignee or subtenant, all of which shall be
reasonable) in excess of the amounts payable by Sublessee to Sublessor
hereunder (the “Transfer Premium”), except in the case of a transferee which is
a subsidiary or “affiliate” of Sublessee. The Transfer Premium shall include
all Basic Rent, Additional Rent or other consideration of any type whatsoever
payable by the transferee in excess of the Basic Rent and Additional Rent
payable by Sublessee under this Sublease. If less than all of the Sublet
Premises is transferred, the Basic Rent and the Additional Rent shall be
determined on a per square foot of Rental Area basis. “Transfer Premium” shall
also include, but not be limited to, key money and bonus money paid by the
assignee or sub-subtenant to Sublessee in connection with such Transfer, and
any payment in excess of fair market value for services rendered by Sublessee
to the assignee or sub-subtenant or for assets, fixtures, inventory, equipment,
intellectual property, goodwill, or furniture transferred by Sublessee to the
assignee or sub-subtenant in connection with such Transfer.



            (e)    Any sub-sublease of all or portions of the Sublet Premises must
include, and shall be deemed to include, provisions stating that it is subject
and subordinate to the Lease and this Sublease, and to the matters to which the
Lease and this Sublease are or shall be subordinate and that in the event of
the termination of the Lease or this Sublease, or the re-entry or dispossession
of Sublessor by Landlord under the Lease, or of Sublessee by Sublessor under
this Sublease, Sublessor, at its option, may either terminate the sublease, in
which case the sub-subtenant shall peacefully vacate the Sublet Premises, or,
require the sub-subtenant to attorn to Landlord (or Sublessor, as the case may
be) as its sublessor pursuant to the then applicable terms of such sublease for
the remaining term thereof, except that Landlord and Sublessor shall not be (i)
liable for any act or omission of Sublessee as sub-sublessor under such
sub-sublease, (ii) subject to any offset which theretofore accrued to such
Sublessee against sub-subtenant, or (iii) bound by any previous modification of
such sub-sublease not consented to in writing by Landlord or Sublessor, or by a
previous prepayment of rent more than one month in advance. No sublease term
shall be for a period in excess of the then remaining term of this Sublease.

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 13 of 27






 






 





            (f)    Without limitation of the foregoing, (i) in no event shall any
Transfer create any additional obligation of Sublessor, or Landlord, nor shall
any subletting by Sublessee create any contractual privity between such
sub-subtenant(s) and Landlord of any kind or nature, (ii) Sublessee shall
remain fully bound by all of Sublessee’s obligations and covenants to
Sublessor, and (iii) Sublessee shall in all instances remain fully bound to
perform all of its obligations under this Sublease.



            (g)    Sublessor may, at any time, in its sole and absolute discretion, sell,
transfer, assign, and convey any and all of its rights under this Sublease
(subject to Sublessor’s obligations to Landlord under the Lease), and in the
event Sublessor assigns its rights under the Lease, Sublessor shall be released
from any obligations hereunder. Sublessee agrees to look solely to Sublessor’s
successor in interest for performance of such future obligations under this
Sublease. Except as hereinafter stated, it shall be deemed and construed,
without further agreement between the parties or their successors in interest,
or between the parties and the purchaser or successor to Sublessor by reason of
any such sale, transfer, assignment, or conveyance, that such purchaser or
successor has assumed and agreed to carry out any and all covenants and
obligations of Sublessor hereunder. Notwithstanding the foregoing, Sublessor
shall remain fully responsible for the return of the Security Deposit to
Sublessee until such time as Sublessor’s successor has received the Security
Deposit. Sublessor shall provide Sublessee written notice of the transfer of
the Security Deposit to Sublessor’s successor.



            (h)    Notwithstanding anything to the contrary in this Sublease, so long as
a transfer of this sublease by Sublessee is not effectuated as part of a
transaction or series of transfers orchestrated in order to effect a transfer
of this Sublease (or Sublessee’s interest herein) in isolation to Sublessee’s
other leasehold interests and assets, Sublessor’s written consent shall not be
required for any sublease, assignment or other transfer of this Sublease to any
other entity which (i) controls or is controlled by Subtenant, or (ii) is
controlled by Subtenant’s parent company, or (iii) which purchases all or
substantially all of the assets of Subtenant, or (iv) which purchases all or
substantially all of the ownership interests or stock of Subtenant, provided,
however, that in each such event Subtenant shall continue to remain fully
liable under this Sublease, on a joint and several basis with the assignee or
acquiror of such assets or stock. Sublessee shall be required to give
Sublessor at least thirty (30) days written notice in advance of any such
sublease or assignment, except with respect to transfers by operation of law
occasioned through a sale of publicly or privately traded shares in Subtenant.



     12.   Sublessee’s Insurance:


            (a)    Sublessee, at its sole cost and expense, shall obtain and maintain in
effect, as long as this Sublease remains in effect, and during such time as
Sublessee occupies the Sublet Premises or any part thereof, insurance policies
providing at least the following coverage:



                     (1)    comprehensive general liability insurance, including insurance against
assumed or contractual liability under this Sublease, against any liability
arising out of the ownership, use, occupancy or maintenance of the Sublet
Premises and all areas appurtenant thereto, to afford protection with limits of
not less than $1,000,000 each occurrence for bodily injury and property damage
liability, $1,000,000 each incident for personal injury liability,

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 14 of 27






 






 





$2,000,000 products and completed operations aggregate, $50,000 fire legal
liability, $5,000 per person medical expense and $2,000,000 general aggregate.
The general aggregate limit should apply separately to each location owned or
rented to the Sublessee;


                     (2)    all-risk property insurance, including theft coverage and business
interruption coverage, written at replacement cost value and with replacement
cost endorsement, covering all of Sublessee’s Personal Property in the Sublet
Premises (including, without limitation, inventory, trade fixtures, floor
coverings, furniture and other property removable by Sublessee under the
provisions of this Sublease) and all leasehold improvements and alterations
installed in the Sublet by Sublessee, including all Alterations (if any);



                     (3)    worker’s compensation or similar insurance in such form and amounts
required by law; and



                     (4)    in the event that any Alterations are permitted, such additional
insurance as may be required by Landlord or Sublessor.



            (b)    Such policy shall include Sublessor, and Landlord, if Landlord so
requires of Sublessor under the Lease, as an additional insured. Sublessee
will furnish a Certificate of Insurance to Sublessor evidencing such coverage.



            (c)    The insurance carrier shall be satisfactory to Sublessor and licensed
in the Commonwealth of Virginia. The insurance carrier shall at all times
during the term of this lease have a policyholder’s rating of not less than “A
+/10” in the most current edition of Best’s Insurance
Reports. Said insurance
shall not be subject to cancellation except after ten (10) days prior written
notice to Sublessor and Landlord. Each policy evidencing the insurance to be
carried by Sublessee under this Sublease shall contain a clause that such
policy and the coverage evidenced thereby shall be primary with respect to any
policies carried by Sublessor and Landlord, and that any coverage carried by
Sublessor or Landlord shall be excess insurance. All of the foregoing
insurance shall contain a waiver of subrogation in favor of Sublessor and
Landlord. The policy or policies, or duly executed certificate or certificates
for the same, together with satisfactory evidence of the payment of the premium
thereon, shall be deposited with Sublessor prior to taking possession, and
renewals of such insurance not less than thirty (30) days prior to the
expiration of the term of such coverage. If Sublessee fails to comply with
such requirement, Sublessor may, in addition to other available remedies,

obtain such insurance and keep the same in effect and Sublessee shall pay
Sublessor the premium cost thereof upon demand, as Additional Rent.



            (d)    Sublessee waives and releases any claims, damages, or liabilities
against Landlord and Sublessor which are covered by any insurance carried, or
required to be carried, by Sublessee hereunder, and agrees to look solely to
its insurance coverage for any such claims, damages, or liabilities. This
provision shall not apply to claims which are caused as a result of Sublessor’s
gross negligence or misconduct.

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 15 of 27






 






 





     13.  Utilities and Services:


            (a)    If Sublessee wishes to have after hours utility service, Sublessee
shall pay Sublessor all costs and charges therefor as Sublessor is required to
pay to Landlord under the Lease.



            (b)    Sublessor shall cause the Landlord to provide the following services:



                     (1)    Access to the Building twenty-four (24) hours a day, seven (7) days a
week, with a “Kastle” access control system, subject to Landlord’s rules
pertaining to such access and use. Sublessor shall provide Sublessee, at no
charge, with reasonable quantities of access cards upon commencement of the
Sublease.



                     (2)    On-site maintenance office hours are from 7:00 a.m. to 3:30 p.m.,
Monday through Friday.



                     (3)    Standard building cleaning services are provided five (5) days a week,
excluding holidays.



                     (4)    Heating, ventilating and air-conditioning are provided Monday through
Friday, 7:30 a.m. to 6:00 p.m., and on Saturday, 8:00 a.m. to 1:00 p.m.
(excluding holidays). Arrangements can be made for after-hours usage. Tenant
shall be charged Landlord’s standard charge for after-hours HVAC services,
currently $35.00 per hour.



            (c)    Notwithstanding the permitted use set forth herein, Sublessee shall
not use Building utilities or services in excess of those used by the average
office building tenant using its premises for ordinary office use. Sublessee
shall not install at the Sublet Premises office machines, lighting fixtures or
other equipment which will generate above average heat, noise or vibration at
the Sublet Premises or which will adversely effect the temperature maintained
by the HVAC system. If Sublessee does use Building utilities or services in
excess of those used by the average office building tenant, and Sublessor
provides documented proof of such excess, Sublessor shall have the right, in
addition to any other rights or remedies it may have under this Lease, to (a)
at Sublessee’s expense, install separate metering devices at the Sublet
Premises, and to charge Sublessee for its usage and reduce Sublessee’s Base
Rent by the then existing per square foot amount of the Building’s utilities
and services, and (b) require Sublessee to pay to Sublessor all costs, expenses
and damages incurred by Sublessor as a result of such usage.



            (d)    It is understood and agreed that Sublessor and Sublessee have entered
into this Sublease on the express understanding and agreement that Landlord and
Sublessor shall not have any liability to Sublessee whatsoever as a result of
utility failure, or Landlord’s failure or inability to furnish any services of
any kind whatsoever to the Sublessor, whether resulting from breakdown, removal
from service for maintenance or repairs, strikes, scarcity of labor or
materials, acts of God, governmental requirements or from any other cause
whatsoever. Any such failure or inability to furnish the utilities or service
required hereunder shall not be considered an eviction, actual or constructive,
of Sublessee from the Sublet Premises and shall not entitle Sublessee to
terminate this Sublease or to an abatement of any rent payable hereunder.

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 16 of 27






 






 





Notwithstanding, Sublessor shall use commercially reasonable efforts to
assist Sublessee in obtaining such utilities and services for the Sublet
Premises. In the event utility services are interrupted for three (3) days or
more, the Sublessee’s rent shall be abated until such time as the as the
interrupted utility services are restored.


     14.   Parking: During the Term and subject to the rules and regulations as
promulgated or modified by Landlord from time to time (the “Rules”), Sublessee
shall be entitled to use up to thirty two (32) unreserved parking spaces. If
the size of the Sublet Premises is ever reduced for any reason, the number of
parking spaces shall be reduced to a ratio of four (3.8) parking spaces for
each one thousand (1,000) rentable square feet. For purposes of this Sublease,
a “parking space” refers to the space in which one (1) motor vehicle is
intended to park. Landlord reserves the right at any time to relocate
Sublessor’s and Sublessee’s reserved and unreserved parking spaces. If
Sublessee commits or allows in the parking facility any of the activities
prohibited by the Lease or the Rules, then Landlord and/or Sublessor shall have
the right, without notice, in addition to such other rights and remedies that
it may have, to remove or tow away the vehicle involved and charge the cost to
Sublessee, which cost shall be immediately payable by Sublessee upon demand by
Landlord and/or Sublessor. Sublessee’s parking rights are the personal rights
of Sublessee and Sublessee shall not transfer, assign, or otherwise convey its
parking rights separate and apart from this Lease. Sublessor shall provide
Sublessee with five (5) reserved parking spaces marked “Reserved for Alliance
Bank” in a mutually agreeable location within close proximity to the Building
entrance.


     15.   Indemnity/Liability:


            (a)    Except for Sublessor or Landlord’s agents, employees, invitees,
licensees, or customers willful misconduct or negligence, as the case may be,
Sublessee hereby indemnifies and agrees to save harmless Sublessor, Landlord,
and any mortgagee of the Premises (including the Sublet Premises) from and
against any and all claims, damages, causes of action, liabilities,
obligations, or costs, including attorneys’ fees, that (i) arise from or in
connection with the possession, use, or control of the Sublet Premises by the
Sublessee, (ii) arise from or are in connection with any act or omission of
Sublessee or Sublessee’s agents, employees, invitees, licensees or customers,
or (iii) result from any default, breach, violation or non-performance by
Sublessee of this Sublease or of any provision hereof, or (iv) result from
injury to person or property or loss of life sustained in, on or about the
Building or the Sublet Premises as a result of Sublessee’s use and occupancy of
the Sublet Premises, or (v) result from Sublessee’s or Sublessee’s employees’,
licensees’, or visitors’ use of the sidewalks, common areas, or the parking
area at the building. Sublessee shall, at its own cost and expense, at
Sublessor’s election, defend any and all actions, suits and proceedings that
may be brought against Sublessor or Landlord with respect to the foregoing or
in which it may be implead, or reimburse the cost of said defense to Sublessor
upon demand. Sublessee shall pay, satisfy, and discharge any and all
judgments, orders and decrees that may be recovered against Sublessor or
Landlord in connection with the foregoing.



            (b)    In consideration of the benefits accruing hereunder, Sublessee, for
itself, its successors and assigns, covenants and agrees that, in the event of
any actual or alleged failure, breach or default hereunder by Sublessor, and
notwithstanding anything to the contrary

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 17 of 27






 






 





contained elsewhere in this Sublease. No assets of Sublessor or any
partners, shareholders or other principals or members of Sublessor shall be
subject to levy, execution or other judicial process for satisfaction of any
claim or remedy of Sublessee.


            (c)    Sublessor hereby indemnifies and agrees to save harmless Sublessee,
from and against any and all claims, damages, causes of action, liabilities,
obligations, or costs, including attorneys’ fees, that (i) arise from or in
connection with the possession, use, or control of any portion of the building
by the Sublessor or (ii) arise from or are in connection with any act or
omission of Sublessor or Sublessor’s agents, employees, invitees, licensees or
customers, or (iii) result from any default, breach, violation or
non-performance by Sublessor of this Sublease or of any provision hereof, or
(iv) result from injury to person or property or loss of life sustained in, on
or about the building or the Sublet Premises as a result of Sublessor’s use and
occupancy of any portion of the Building, or (v) result from Sublessor’s or
Sublessor’s employees’, licensees’, or visitors’ use of the sidewalks, common
areas, or the parking area at the building. Sublessor shall, at its own cost
and expense, at Sublessee’s election, defend any and all actions, suits and
proceedings that may be brought against Sublessee with respect to the foregoing
or in which it may be implead, or reimburse the cost of said defense to
Sublessee upon demand. Sublessor shall pay, satisfy, and discharge any and all
judgments, orders and decrees that may be recovered against Sublessee in
connection with the foregoing.



     16.   Condemnation: If the whole or a substantial part of the Sublet
Premises and/or the approaches thereto shall be taken, damaged, or destroyed by
public authority, the provisions of the Lease pertaining to condemnation shall
be applicable as if written herein between Sublessor and Sublessee. Sublessee
shall have no right, title, or interest in condemnation proceeds relating to
the Land or the Building or any leasehold interest therein.


     17.   Destruction of Premises: If the Premises, or any part thereof, is
destroyed or damaged by fire or other unavoidable casualty covered by a
standard fire and extended coverage insurance policy so as to render the Sublet
Premises unfit for use and occupancy, the Rent shall be suspended and abated in
the manner and to the extent abated pursuant to provisions of the Lease
pertaining to destruction of the Premises (unless the fire or casualty arises
out of the act or omission of Sublessee or any agent or invitee of Sublessee),
until the Sublet Premises shall have been put in condition for use and
occupancy as at the time of such damage or destruction, or until the Lease
shall be cancelled and terminated as therein provided. Sublessee shall have no
rights against Sublessor or Landlord in the event of such termination or
cancellation. Sublessor shall have no obligation to repair or rebuild the
Sublet Premises.


     18.   Holding Over:


            (a)    Sublessee shall remove from the Sublet Premises, at the expiration or
other termination of this Sublease, all goods and effects not belonging to
Sublessor or Landlord, and surrender possession of the Sublet Premises and all
fixtures and furnishings connected therewith in good repair, order and
condition in all respects, reasonable wear and use thereof and damage by
accidental fire or other unavoidable casualty only excepted. If Sublessee
shall have made any alterations, additions, installations or modifications in
or to the Sublet Premises, not consented to by Sublessor or Landlord, Sublessee
shall, if requested to do so by Sublessor or

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 18 of 27






 






 





Landlord in writing, remove the same or such thereof as may be specified
in such notice and repair any damage caused by such removal, all at Sublessee’s
expense. If Sublessee shall fail to perform any of the foregoing obligations,
Landlord and Sublessor are authorized to do so in Sublessee’s behalf and to
sell articles and effects left on the Premises. The proceeds of any such sale
shall be applied toward the expenses thus incurred, and Sublessee agrees to pay
any balance promptly.


            (b)    In the event of holding over, the provisions of the Lease pertaining
to holding over shall apply as if written herein between Sublessor and
Sublessee, and Sublessee shall pay all rent, costs, and charges due thereunder.



     19.   Default and Remedies:


            (a)    In the event of (a) any failure of Sublessee to pay any rental or of
the charges due hereunder when due, which failure continues for five (5)
business days after receipt of written notice from Sublessor, or (b) any
failure to operate its business pursuant to Section 8 for the purpose specified
in Section 7 hereof, or if Sublessee shall permit this Sublease to be taken
under any writ of execution, (c) the filing by Sublessee of a petition seeking
relief under the Bankruptcy Code or state insolvency statute, or the
appointment of a trustee or receiver for Sublessee, or (d) any failure to
perform any other of the material terms, conditions or covenants of this
Sublease Agreement or the Lease to be observed or performed by Sublessee, after
Sublessor provides Sublessee notice under the provision of Section 13 (d) of
the Lease, or (e) any material default under any other obligation of Sublessee
hereunder, then Sublessor, or its successors or assigns, as the case may be,
besides other rights or remedies it may have, shall have the right to declare
this Sublease terminated and the Term ended (in which event, this Sublease and
the Term hereof shall expire, cease and terminate with the same force and
effect as though the date set forth in any required notice were the date
originally set forth herein and fixed for the expiration of the Term, and
Sublessee shall vacate and surrender the Sublet Premises but shall remain
liable for all obligations arising during the balance of the original stated
Term as hereafter provided as if this Sublease had remained in full force and
effect) and Sublessor shall have the right to bring a special proceeding to
recover possession from Sublessee holding over and/or Sublessor may, in any of
such events, without notice, pursuant to applicable legal process re-enter the
Sublet Premises either by force or otherwise, and dispossess, by summary
proceedings or otherwise, Sublessee and the legal representative of Sublessee
or of the occupancy of the Sublet Premises and remove Sublessee’s effects and
hold the Sublet Premises as if this Sublease had not been made. Sublessee
hereby waives the service of notice of intention to re-enter or any other
notice otherwise provided by law, it being agreed that this Sublease
constitutes notice to Sublessee, or to institute legal proceedings to that end.
Sublessee further waives any right under any present or future law to redeem
the Sublet Premises after entry of a judgment in favor of Sublessor.



            (b)    In addition to the foregoing, if Sublessee shall default in the
performance of any of the covenants, conditions or agreements contained in this
Sublease Agreement or shall violate any of the provisions of the Lease,
Sublessor shall, in addition to any remedy otherwise provided in this Sublease
Agreement, or by law or equity, have such rights and shall be entitled to
invoke the same remedies which are available to Landlord in the event of a
default by


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 19 of 27






 






 





Sublessor under the Lease, as set forth in the Lease, and Sublessor shall
be entitled to all costs and expenses, including attorneys’ fees, arising out
of or connected with, Sublessee’s default, or the enforcement of Sublessor’s
rights hereunder.


            (c)    Notwithstanding the provisions of Section 19(a) and (b) above, the
Sublessor shall not declare the Sublessee in default or exercise any default
remedies until the Sublessor shall have provided the Sublessee a five (5) day
written notice to cure its monetary default or a fifteen (15) days written
notice to cure any non-monetary default under this sublease.



            (d)    In case suit shall be brought for recovery of possession of the Sublet
Premises, for the recovery of rent or any other amount due under the provisions
of this Sublease, or because of the breach of any of the covenant herein
contained on the part of Sublessee to be kept and performed, and a breach shall
be established, Sublessee shall pay to Sublessor all reasonable expenses
incurred therefor, including attorneys’ fees. In addition, in the event
Sublessor shall incur expenses, including reasonable attorneys’ fees, as a
result of Sublessee’s failure to perform or comply with any term, covenant or
condition set forth in this Sublease, Sublessee shall pay to Sublessor all such
expenses. Any amounts payable by Sublessee to Sublessor pursuant to this
Section 19 of this Sublease may be billed to Sublessee, and the failure of
Sublessee to promptly pay same shall entitle Sublessor to all remedies for
failure to pay rent as available under this Sublease or at law or in equity.



            (e)    In case suit shall be brought by the Sublessee against the Sublessor
because of the breach of any of the covenant herein contained on the part of
Sublessor to be kept and performed, and a breach shall be established,
Sublessor shall pay to Sublessee all reasonable expenses incurred therefor,
including attorneys’ fees. In addition, in the event Sublessee shall incur
expenses, including attorneys’ fees, as a result of Sublessor’s failure to
perform or comply with any term, covenant or condition set forth in this
Sublease or the Lease, Sublessor shall pay to Sublessee all such expenses. Any
amounts payable by Sublessor to Sublessee pursuant to this Section 19 of this
Sublease may be offset against the Base Rent or Additional Rent reserved under
this Sublease.



            (f)    All rights and remedies of either party set forth in this Sublease are
in addition to, and not in lieu of, all other rights and remedies available to
such party at law or in equity. All rights and remedies available to either
party pursuant to this Sublease or at law or in equity are expressly declared
to be cumulative. The exercise by any party of any such right or remedy shall
not prevent the concurrent or subsequent exercise of any other right or remedy.
No delay or failure by either party to exercise or enforce any of its
respective rights or remedies or the other party’s obligations shall constitute
a waiver of any such rights, remedies or obligations. Neither Party shall be
deemed to have waived any default by the other party hereunder unless such
waiver expressly is set forth in a written instrument signed by the party
against whom such waiver is asserted. If either party hereto waives in writing
any default by the other party, such waiver shall not be construed as a waiver
of any covenant, condition, or agreement set forth in this Sublease except as
to the specific circumstances described in such written waiver.



     20.   Property Loss or Damage: Sublessee hereby expressly covenants and
agrees that Sublessor is not liable or responsible in any manner, for any
damages, loss or destruction to the


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 20 of 27






 






 


property of Sublessee or of any other person or entity and/or for any
injury to or death of any person or entity in or about the Premises .


     21.    Notices: Any notice, statement or communication which either party
hereto may desire to give to the other party hereto shall be deemed
sufficiently given if in writing, sent by either certified mail, return receipt
requested, or a recognized overnight courier service (such as Federal Express)
addressed to such other party, at the address below, and the time of the giving
of such notice or communication shall be deemed to be the earlier of (i) the
time when the same is received by the addressee or (ii) two (2) days from the
date of mailing:



	 	 	 
	SUBLESSEE:	 	
Alliance Bank
	 	 	 
	Before Sublease Commencement:	 	
12735 Shops Lane

Fairfax, Virginia 22033

Attention: Paul Harbolick, Executive VP
	 	 	 
	After Sublease Commencement:	 	
14280 Park Meadow Drive, Suite 350

Chantilly, Virginia 20151
	 	 	 
	SUBLESSOR:	 	
Hamilton Resources Corporation
	 	 	
14280 Park Meadow Drive, Suite 300

Chantilly, Virginia 20151

Attention: Jaxon White, President



     22.   Successors and Assigns: The covenants, conditions and agreements
contained in this Sublease shall bind and inure to the benefit of Sublessor and
Sublessee and their respective successors and permitted assigns, it being
understood that this Section 22 shall not be deemed to create any right in
addition, or contrary, to the provisions of Section 11.


     23.   Landlord: The Sublease is entered into with the understanding that
the Lease may require Sublessor to seek, from the Landlord, consent for
Sublessor to enter into this Agreement. Sublessor shall have no obligation or
liability of any kind whatsoever arising out of or connected with the failure
of Landlord to so consent, or any delay on the part of Landlord. In the event
Landlord shall refuse to consent, at the option of Sublessee, this Sublease
Agreement shall terminate upon notice thereof to Sublessee. Sublessee has
reviewed, or had the opportunity to review, the Lease (with confidential
economic terms redacted).


     24.   Inspection by Landlord and Sublessor: Sublessee agrees that
Sublessor, or its agents, servants or employees, may enter upon the Sublet
Premises, at any reasonable time and upon reasonable advance written notice to
Sublessee (except in the event of an emergency), to inspect same provided the
foregoing does not interfere with Sublessee’s ability to conduct its business
in the Sublet Premises. Landlord may also, upon reasonable advance written
notice to Sublessee (except in the case of an emergency), enter the Sublet
Premises from time to time to make necessary repairs, alterations or
improvements, so long as such repairs, alterations, or improvements do not
prevent the Sublessee from materially utilizing the Sublet Premises.

	 	 	 
	Hamilton/Alliance Sublease	 	
Page 21 of 27






 






 


     25.   Financial Statements: No more than once during any calendar year
during the Term upon advance written request by Sublessor, Sublessee will
provide Sublessor with a copy of its most recent financial statement, which
statement shall be prepared in accordance with generally accepted accounting
principles consistently applied, and which shall be either prepared by an
independent certified public accountant, or sworn to as to their accuracy by a
responsible officer of Sublessee. Any misstatement or omission of material
fact shall, at the option of Sublessor, be a default under this Sublease.


     26.   Brokers: Sublessor recognizes Grubb & Ellis as its representative
Broker. Sublessee recognizes Transwestern Commercial Services as its
representative Broker. Sublessee represents and warrants to Sublessor that it
has dealt with no other broker in connection with this Sublease, and that no
other broker was involved on its behalf in negotiating or consummating this
Sublease. Sublessee shall indemnify and hold Sublessor harmless against any
claims for brokerage commissions by brokers claiming to represent the Sublessee
(other than Broker(s)) arising out of this Sublease).


     27.   Early Possession: Subject to coordination with Sublessor, full
execution of the Sublease and approval by the Landlord, Sublessee shall be
given access to the Sublet Premises prior to the Sublease Commencement Date for
the purpose of installing special equipment, furniture, telephone equipment,
etc.


     28.   Security System: Sublessee shall have the right, at Sublessee’s sole
cost and expense, to install its own security system within the Sublet Premises
with prior written consent of Sublessor, not to be unreasonably withheld,
conditioned or delayed.


     29.   Building Directory: Sublessor and Landlord shall allow a reasonable
number of entries of Sublessee’s identification in the Building lobby’s
directory.


     30.   Monument Signage: Subject to Sublessor’s and Landlord’s prior written
consent, which consent shall not be unreasonably withheld, conditioned or
delayed, Sublessee shall have the right to add its identification to the
existing Building monument sign. Such approval shall be conditioned by the
approval of the Building’s Westfields Corporate Center architectural committee.


     31.  Miscellaneous Provisions:


            (a)    Applicable Law and Forum: This Sublease is to be governed, construed
and applied in accordance with the laws of the Commonwealth of Virginia,
exclusive of its conflict of laws rules. In the event of any claim or cause of
action arising out of or connected with this Sublease Agreement, such claim or
cause of action shall be adjudicated solely in either the U.S. District Court
for the Eastern District of Virginia, Alexandria Division, or the Circuit or
General District Court of Fairfax County, Virginia. The parties hereto
consent, and waive all objections, to the jurisdiction and venue of such
courts, including, but not limited to, forum non conveniens.


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 22 of 27






 






 





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



            (c)    No Partnership. The relationship created herein is solely that of
sublessor and sublessee. Neither the provisions set forth herein, nor any one
or more agreements herein contained, is intended nor shall the same be deemed
or construed to create a partnership between Sublessee and Sublessor.
Sublessor shall not be responsible for any debt or obligation of Sublessee.



            (d)    Waiver of Jury Trial. SUBLESSOR AND SUBLESSEE HEREBY EXPRESSLY WAIVE
TRIAL BY JURY IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
PARTY HERETO AGAINST THE OTHER PARTY ON ANY AND EVERY MATTER, DIRECTLY OR
INDIRECTLY ARISING OUT OF OR WITH RESPECT TO THIS LEASE, INCLUDING, WITHOUT
LIMITATION, THE RELATION OF SUBLESSOR AND SUBLESSEE, THE USE AND OCCUPANCY BY
SUBLESSEE OF THE SUBLET PREMISES, ANY STATUTORY REMEDY AND/OR CLAIM OF INJURY
OR DAMAGE REGARDING THIS SUBLEASE. THIS WAIVER CONSTITUTES A WAIVER OF TRIAL
BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS,
INCLUDING CLAIMS AGAINST PARTIES OTHER THAN SUBLESSOR OR SUBLESSEE. SUBLESSOR
AND SUBLESSEE MAKE THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY. EACH
PARTY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY
ANY INDIVIDUAL TO INDUCE THIS MUTUAL WAIVER OF TRIAL BY JURY OR TO IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. IF SUBLESSOR COMMENCES ANY PROCEEDINGS FOR THE
NON-PAYMENT OF RENT, SUBLESSEE WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER
NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING, EXCEPT FOR COMPULSORY
COUNTERCLAIMS. THIS SHALL NOT, HOWEVER, BE CONSTRUED AS A WAIVER OF
SUBLESSEE’S RIGHT TO ASSERT SUCH CLAIMS IN ANY SEPARATE ACTION OR ACTIONS
BROUGHT BY SUBLESSEE.



            (e)    
No Privity With Landlord. In no event shall this Sublease create any
additional obligation of Landlord nor any contractual privity between Sublessee
and Landlord of any kind or nature. Notwithstanding the foregoing, the
Sublessor shall use it’s best efforts and cause the Landlord to perform it’s
obligations both under the Lease and those under this Sublease, which by their
nature, are intended to be performed by the Landlord (the “Landlord’s
Obligations”). For the purposes of this paragraph, the term “best efforts”
shall include the filing of legal action, if necessary by Sublessor, to cause
the Landlord to perform Landlord’s Obligations.



            (f)    Consents. Wherever there is a reference to the consent of Sublessor
herein, Sublessor may be required to obtain the consent of the Landlord
pursuant to the terms of


	 	 	 
	Hamilton/Alliance Sublease	 	
Page 23 of 27






 






 




the Lease, respectively. Under no circumstances shall Sublessor have any
liability of any kind whatsoever for the failure of Landlord to give such
consent, nor shall the granting of such consent be deemed to create any privity
or contractual relationship of any kind between Sublessee and Landlord.
Sublessor shall use commercially reasonable efforts to obtain Landlord’s
consent on Sublessee’s behalf.


            (g)    Construction. Feminine or neuter pronouns shall be substituted for
those of masculine form, and the plural shall be substituted for the singular
number, in any place or places herein in which the context may require such
substitution. The language in all parts of this Sublease Agreement shall in
all cases be construed as a whole, according to its fair meaning, and not
strictly for or against either party. As the parties are experienced in the
fields of business, the parties expressly agree that the principle of
construction that ambiguities are construed against the drafting party shall
not apply.



            (h)    No Waiver. The failure of the Sublessor to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Sublease,
or to exercise any option herein contained, shall not be construed as a waiver
or a relinquishment for the future of such covenant or option, but the same
shall continue and remain in full force and effect. The receipt by the
Sublessor of rent, with knowledge of the breach of any covenant hereof, shall
not be deemed a waiver of such breach and no waiver by the Sublessor of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by the Sublessor. In the event that Sublessor consents to an
assignment hereof, no further assignment shall be made without the express
consent in writing by the Sublessor.



            (i)    Effectiveness of Obligations. The submission of this Sublease for
examination does not constitute an offer to lease or sublease, and this
Sublease becomes effective only upon execution thereof by Sublessor and
Sublessee, and approvals as required under the Lease.

       
     
(j)            Entire Agreement.  This Sublease and the Exhibits attached to
this Sublease set forth all the covenants, promises, assurances,
 agreements, representations, conditions, warranties, statements
 and understandings between Sublessor and Sublessee concerning the Sublet
 Premises, and there are no representations, either oral or written,
 between them other than those in this Sublease.  This Sublease supersedes
 and revokes all previous negotiations, arrangements, offers to lease, reservations
 of space, representations and information conveyed, whether oral or in writing, between the
 parties or their respective representatives or any other person purporting to represent
 Sublessor or Sublessee.

            
(k)           Alteration.  This Sublease may be altered, amended, modified or waived only by a writing signed by
 the Sublessee and Sublessor and consented by the Landlord.

	 	 	 
	

	Hamilton/Alliance Sublease	 	
Page 24 of 27






 






 



     IN WITNESS WHEREOF, Sublessor and Sublessee have set their hands and seals upon
and delivered this Sublease as of the date first above written.



	 	 	 	 	 
	 	 	
HAMILTON           RESOURCES           CORPORATION

(Sublessor)
	 	 	 	 	 
	 	 	
By:                /s/
	(SEAL)
	 	 	

	 	 
	 	 	
Name:	 	 
	 	 	

	 	 
	 	 	
Title:	 	 
	 	 	

	 	 
	 	 	 	 	 
	 	 	
ALLIANCE BANK

(Sublessee)	 	 
	 	 	 	 	 
	 	 	
By: /s/ Thomas A. Young, Jr.
	(SEAL)
	 	 	
Name: Thomas A. Young, Jr.	 	 
	 	 	
Title: President & CEO	 	 




	 	 	 
	Hamilton/Alliance Sublease	 	
Page 25 of 27



 






 



EXHIBIT A



(Lease)



	 	 	 
	Hamilton/Alliance Sublease	 	
Page 26 of 27



 






 



EXHIBIT B



(Space Plan)




	 	 	 
	Hamilton/Alliance Sublease	 	
Page 27 of 27