exv10w10



 


Exhibit 10.10



LEASE AGREEMENT



by and between



8221 OLD COURTHOUSE ROAD, L.C.



(“LANDLORD”)



and



ALLIANCE BANK CORPORATION



(“TENANT”)



FOR



SUITE 100



8221 OLD COURTHOUSE ROAD



VIENNA, VA 22182



DATE:



July 30, 2003



 






 


TABLE OF CONTENTS



Article 




	1.	 	Basic Terms and Provisions
	2.	 	Demised Premises / Acceptance of Premises / Landlord’s Work
	3.	 	Term
	4.	 	Base Rent
	5.	 	Annual Increase in Base Rent
	6.	 	Additional Rent for Operating Expenses and Real Estate
Taxes
	7.	 	Security Deposit
	8.	 	Use of Demised Premises
	9.	 	Landlord Services
	10.	 	Notice of Defective Condition
	11.	 	Upkeep of Demised Premises
	12.	 	Tenant Alterations
	13.	 	Mechanics Liens
	14.	 	Tenants Work
	15.	 	Signs and Advertisements
	16.	 	Entry for Repairs and Inspections
	17.	 	Insurance
	18.	 	Insurance Rating
	19.	 	Damage or Destruction
	20.	 	Liability
	21.	 	Condemnation
	22.	 	Damage
	23.	 	Obligation of Tenant to Perform
	24.	 	Roof Rights
	25.	 	Event of Defaults
	26.	 	Remedies
	27.	 	Assignment and Subletting
	28.	 	Bankruptcy
	29.	 	Rules and Regulations
	30.	 	Notices
	31.	 	Brokers
	32.	 	Quiet Enjoyment
	33.	 	Holding Over
	34.	 	Subordination
	35.	 	Miscellaneous
	36.	 	Parking
	37.	 	Reservation
	38.	 	Financial Information, Estoppel Certification, Amendment of
Lease
	39.	 	Hazardous Material
	40.	 	Exclusive Rights
	41.	 	Contingency
	42.	 	Security System
	 
	Exhibit(s)
	 
	A.	 	Floor Plan
	B.	 	Landlord’s Work
	C.	 	Rules and Regulations
	D.	 	Notice of Commencement
	 
	Addendum
	 
	A-1



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OFFICE LEASE AGREEMENT



THIS OFFICE LEASE AGREEMENT (“Lease”) made as of the 30th  day of 
July  , 2003, by and between 8221 OLD COURTHOUSE ROAD, L.C.
(“Landlord”), a Virginia Limited Liability Company, and ALLIANCE BANK
CORPORATION a Virginia Banking Corporation the (“Tenant”).


W  I  T  N  E  S  S  E  T  H :



1.  BASIC TERMS AND
PROVISIONS. The following words and terms shall have
the following meanings in this Lease:


     (a)  Base Cost: The actual Project Operating Expenses and Real Estate Taxes
(hereafter defined) for the period commencing on January 1, 2004 and ending
December 31, 2004 (said twelve (12) month period being referred to herein as
the “Base Year”), provided that in calculating Project Operating Expenses and
Real Estate Taxes which Landlord determines are affected by occupancy, such
expenses shall be adjusted to approximate Ninety Five Percent (95%) occupied
building.


     (b)  Base Rent: The Base Rent, prior to any escalation as herein
provided, is Seventy Five Thousand Three Hundred Twenty and 00/100
($75,320.00) per annum, payable in installments of Six Thousand Two Hundred
Seventy Six and 66/100 Dollars ($6,276.66) per month and as it may be amended
by Notice of Lease Commencement as set forth in Article 3(b), for the first
year during the Term, and inclusive of all escalations during the Term, and
payable in advance in equal monthly installments.


     (c)  Broker: Dittmar Company and Transwestern Commercial Services
are to be compensated under terms of a separate agreement with Landlord.
Tenant shall not be obligated to pay a brokers commission.


     (d)  Building: The building and related improvements consisting of
approximately 42,369 square feet of rentable space and the land on which
said building and improvements are located, known as 8221 OLD COURTHOUSE ROAD
with a street address of 8221 OLD COURTHOUSE ROAD, Vienna, Virginia 22182.


     (e)  Demised Premises: The Demised Premises, being approximately
2,152 rentable square feet of space, more specifically consisting of
the suite(s) known as Suite 100 as highlighted on the attached floor plan(s)
(Exhibit A) and measured in accordance with the BOMA standard method of
measurement. Throughout the Lease the Demised Premises maybe referred to as
the Premises or Demised Premises


     (f) 
Annual Increase In Base Rent: The Base Rent shall be increased
annually by the “Escalation Factor” of THREE (3%) PERCENT with the first such
increase effective on the first day of the second Lease Year and thereafter on
the first day of each subsequent Lease year. The annual increase shall be
calculated by determining the Escalation Factor and adding it to the Base Rent
for the Previous Lease Year. The sum shall be the Base Rent for the ensuing
Lease Year


     (g)  Lease Year: The first Lease Year of the Term shall commence on
the Lease Commencement Date, as hereinafter defined, and terminate on the last
day of the twelfth (12th) full calendar month after such Lease Commencement
Date (it being understood that the first Lease Year may contain more than 365
days). Each subsequent Lease Year shall commence on the date immediately
following the last day of the preceding Lease Year and shall continue for a
period of twelve (12) full calendar months (by way of example, if Tenant’s
Lease Commencement Date is September 15, 2000, the first Lease Year would be
September 15, 2000, through September 30, 2001 and the second and subsequent
Lease Years, would be October 1st through September 30th).


     (h)  Project: The Demised Premises and the Building, including but
not limited to all common areas, private streets, parking lots, storm detention
areas and other service facilities serving only the Building and the Demised
Premises.


     (i)  Rent: Base Rent, Additional Rent and such additional sums as
may be due to Landlord from Tenant pursuant to the terms of this Lease.


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     (j)  Security Deposit: The amount of Six Thousand Two Hundred
Seventy Five and 00/100 Dollars ($6,275.00) to be held in accordance with the
provisions of Article 7 hereof.


     (k)  Tenant’s Notice Address: Tenants Notice Address is 14280 Park
Meadow Drive, #350, Chantilly, VA 20151: Attn: Paul Harbolick, Jr., Executive
VP and CFO. Notices shall also be sent to additional addresses as set forth in
Section 30 herein.


     (l)  Tenant’s Pro Rata Share: The approximate ratio that the
rentable area of the Demised Premises bears to the total rentable area of
the Building. The Tenants Pro Rate Share under this Lease is Five and
08/100 Percent (5.08%).


     (m)  Term: The term of this Lease (“Term”) shall begin on the
Lease Commencement Date, as hereinafter defined, and expire at 11:59 p.m.
on the last day of the Sixtieth (60th) full calendar month after the Lease
Commencement Date (the “Lease Expiration Date”) unless otherwise terminated
in accordance with the terms hereof, and subject to Paragraph 1(p) herein.


     (n)  Lease Commencement Date: The Lease Commencement Date shall be
November 1, 2003, subject to 1(p) herein.


     (o)  Rent Commencement Date: The Rent Commencement Date shall be
the earlier of the date Tenant opens for business or thirty (30) days from
Lease Commencement Date.


     (p)  Possession:  Landlord shall deliver possession of the
Demised Premises to Tenant and Tenant shall assume possession of Demised
Premises on the Lease Commencement Date subject to the existing Tenant
vacating the space. In the event Landlord shall be unable to deliver
possession of the Demised Premises on November 1, 2003 for any reason
whatsoever, Landlord shall not be subject to any liability for such
failure. Upon a delay in the delivery of Possession of the Demised
Premises the Lease Commencement Date and the Expiration Date of this Lease
shall be extended by the period of the delay, in order that the Term of
this Lease shall remain as stated in Article 1(m). The failure to deliver
Possession by November 1, 2003 shall not in any manner affect the validity
of this Lease or the obligations of Tenant hereunder. Notwithstanding the
foregoing, in the event Landlord is unable to fully deliver possession of
the Premises to Tenant by May 1, 2004, the Tenant and/or Landlord shall
have the option to void this Lease and the Tenant shall receive a full and
complete refund of its Security Deposit and all rental payments made to
Landlord in advance.


     Notwithstanding the above, Tenant shall be permitted access to the
Premises prior to the Lease Commencement Date to install its
telecommunications system and computer wiring without charge, provided
Tenant’s work does not impede or disrupt Landlord’s Work if any.


     (q)  Use: Tenant shall use the Demised Premises for lawful
office business purposes only, subject to Article 8 hereof.


2.  DEMISED PREMISES; CONDITION OF DEMISED PREMISES; LANDLORD’S WORK.



     (a)  Demised Premises: Upon and subject to the terms,
covenants and conditions set forth herein, Landlord hereby leases to Tenant
and Tenant hereby rents from Landlord the Demised Premises, together with
the nonexclusive right, in common with Landlord, their agents, and
invitees, to use the common or public areas in the Building, including the
surface parking spaces located adjacent to the Building.


     (b)  Condition of Premises: On the Lease Commencement
Date Tenant hereby accepts the Demised Premises in its “as is” condition
with no expressed or implied warranties from Landlord other than provided
for herein and subject to any “Punch List” work or other Landlord work
required pursuant to Exhibit B. Tenant agrees that it will comply with all
applicable laws, ordinances, rules and regulations (“Laws”), now in effect
or hereafter enacted or promulgated, including specifically, but without
limitation, all applicable provisions of the American Disabilities Act.
Notwithstanding the above Landlord shall use best efforts to require the
existing tenant to leave in place its current trade fixtures and Landlord
agrees to provide the existing tenants trade fixtures in their “as is”
condition with no expressed or implied warranties provided by Landlord, to
the extent the existing tenant leaves said fixtures in place, including but
not limited to the vault, teller line, night depository, and Automated
Teller Machine (ATM).


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     (c)  Landlord’s Work:  Prior to the Rent Commencement Date
Landlord shall complete the Work if any as set forth in Exhibit B herein
and mutually agreed to by Landlord and Tenant. Landlord agrees that all
such work will comply with any and all applicable laws, ordinances and
building codes, and that as part of Landlord’s work Landlord shall be
responsible for any improvements required by the American With Disabilities
Act (ADA). The Premises shall be delivered to Tenant on a turnkey basis
subject to and consistent with Exhibit B herein. Landlord is not
responsible for, and Tenant shall be solely responsible for, the
installation of Tenant’s telecommunications, computer and security systems,
and any above standard Tenant Improvements.


3.     TERM.


     (a)  Original Term: The Demised Premises is leased for the Term as
set forth in Article 1(m) hereof. The “Lease Commencement Date” shall be
November 1, 2003 and the Lease Expiration Date shall be October 31, 2008,
subject to paragraph 1 (p) herein.


     (b)  Notice of Lease Commencement: Landlord and Tenant hereby agree
to execute a Notice, substantially in the form attached hereto as Exhibit “D”
to confirm the Lease Commencement Date (“Notice of Lease Commencement”). The
Notice of Lease Commencement will be executed by Tenant and returned to
Landlord by Tenant within five (5) days after its receipt from Landlord. The
date contained in the Notice of Lease Commencement is binding upon Tenant
unless Tenant objects for good cause in writing received by Landlord within
five (5) days after Tenant’s receipt of the Notice of Lease Commencement Date.


     (c)  Option to Extend: Tenant may extend this Lease for three (3)
individual periods of Sixty (60) months each (the “Extension Term(s)”)
beginning the day after the specific Lease Expiration Date, upon the same terms
and conditions of the Lease, except that: (i) the Term is modified to include
the specific Extension Term; (ii) the Base Rent and Base Year for the
Extension Term shall be the Fair Market Value of comparable Branch Bank space
in the Tyson’s Corner market as mutually determined by Landlord and Tenant
and/or subject to Addendum A-1; (iii) the Option to Extend shall be deleted
and shall not be available to Tenant at the end of the Third Extension Term;
and (iv) the Base Year for calculating Tenant’s pro rata share of Operating
Expenses and Real Estate Taxes shall be the twelve month period commencing on
January 1 and ending December 31 of the calendar year immediately subsequent to
the election to extend the term of the Lease. To exercise this Option to
Extend, Tenant must (i) not be in breach of the Lease at the time it exercises
this Option to Extend or at any other time during the existing Term of the
Lease beyond the applicable cure period or Tenant shall not have been in
default more than five (5) times during the Term of the Lease, or the Tenant
shall not be insolvent or bankrupt; and (ii) give written Notice to Landlord
that Tenant is exercising its Option to Extend at least one hundred twenty
(180) days but not more than two hundred seventy(270) days before the Lease
Expiration Date (“Tenant’s Notice To Extend Term”).


4.     BASE RENT.


     (a)  Tenant shall pay Base Rent per annum for the Demised Premises during,
the Term in equal monthly installments in advance. Tenant shall not make
installment payments of Base Rent more than one (1) month in advance.
NOTWITHSTANDING, TENANT SHALL PAY THE FIRST MONTH’S RENT TO LANDLORD UPON
EXECUTION OF THIS LEASE.


     (b)  Each installment of Base Rent is payable in advance on the first day
of each and every month thereafter during the Term at the office of Landlord
herein designated (or at such other place as Landlord may designate by Notice
to Tenant).


     (c)  If the Term begins on any day other than the first day of a calendar
month, Base Rent for such short month shall be prorated based upon the actual
number of days in such fractional month.


     (d)  “Additional Rent” shall mean such costs, expenses, charges, late
charges, Interest (as hereinafter defined) and other payments to be made by (or
on behalf of) Tenant to Landlord (or to a third party if required under this
Lease), whether or not the same be designated as such.


     (e)  Rent, including without limitation Base Rent and Additional Rent,
shall be paid when due without demand, deduction, credit, counterclaim or
offset. No payment by Tenant or receipt and acceptance by Landlord of a lesser
amount than the Base Rent or Additional Rent shall be deemed to be other than
part payment of the full amount then due and payable; nor shall any endorsement
or statement on any check or any letter accompanying any check, payment of rent
or other payment, be deemed an accord and satisfaction. Landlord may accept,
but is not obligated to accept, such part payment


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without prejudice to
Landlord’s right to recover the balance due and payable or to pursue any other
remedy provided in this Lease or by law.


     (f)  All Base Rent and Additional Rent becoming due under the terms of this
Lease shall be subject to a late charge of five percent (5%) of the total
amount then due, if not paid within five (5) calendar days following the due
date. All Base Rent and Additional Rent becoming due hereunder shall accrue
interest (“Interest”) at the rate of eighteen percent (18%) per annum or the
maximum then allowed by applicable law, whichever is less, on the remaining
unpaid balance, retroactive to the date originally due until paid.


     (g)  In the event Tenant pays its Rent by check and said check is returned
by the bank unpaid, Tenant shall pay to Landlord, in addition to the Rent
payment, the sum of Fifty Dollars ($50.00) to cover the costs and expenses of
processing the returned check and any late charged involved.


5.  ANNUAL INCREASE IN BASE RENT.


The Base Rent shall be increased annually by the “Escalation Factor” of THREE
(3%) PERCENT, with the first such increase effective on the first day of the
second Lease Year and thereafter on the first day of each subsequent Lease
year. The annual increase shall be calculated by determining the Escalation
Factor and adding it to the Base Rent for the Previous Lease Year. The sum
shall be the Base Rent for the ensuing Lease Year.


6.  ADDITIONAL RENT FOR OPERATING EXPENSES and REAL ESTATE TAXES.


     (a)  Tenant’s Pro Rata Share of Operating Expenses:  For each
calendar year or fraction thereof during the Term, Tenant shall pay as
Additional Rent to Landlord in the manner provided for in this Article,
Tenant’s Pro Rata Share of any Increase in Operating Expenses over the
Operating Expenses in the Base Year for the Project. “Increase” in Operating
Expenses shall mean the positive difference between (i) Operating Expenses
(hereinafter defined) for the Project for any calendar year, and (ii) the Base
Cost. The Tenant’s Pro Rata Share of Increased Operating Expenses for any
partial calendar year during the Term shall be determined by multiplying the
amount of Tenant’s Pro Rata Share for the full calendar year by a fraction, the
numerator of which is the number of days during such calendar year falling
within the Term and the denominator of which is three hundred sixty-five (365).


     (b)  Tenant’s Pro Rata Share of Real Estate Taxes:  For each
calendar year or fraction thereof during the Term, Tenant shall pay as
Additional Rent to Landlord in the manner provided for in this Article,
Tenant’s Pro Rata Share of any Increase in Real Estate Taxes over the Real
Estate Taxes in the Base Year for the Project. “Increase” in Real Estate Taxes
shall mean the positive difference between (i) Real Estate Taxes (hereinafter
defined) for the Project for any calendar year, and (ii) the Base Cost. The
Tenant’s Pro Rata Share of Increased Real Estate Taxes for any partial calendar
year during the Term shall be determined by multiplying the amount of Tenant’s
Pro Rata Share for the full calendar year by a fraction, the numerator of which
is the number of days during such calendar year falling within the Term and the
denominator of which is three hundred sixty-five (365).


     (c)  Estimated Payments of Additional Rent: Prior to determination
of the actual amount of Tenant’s Pro Rata Share of Increased Operating Expenses
and/or Real Estate Taxes for any calendar year, Tenant may make monthly
installment payments toward such share on an estimated basis (“Estimated
Payments”). If Tenant so elects then on the first day of every month during
the Term, beginning in January 2005,Tenant shall pay Landlord an amount equal
to one-twelfth (1/12th) of Landlord’s reasonable estimate of Tenant’s Pro Rata
Share of Increased Operating Expenses and Real Estate Taxes for such calendar
year as Additional Rent.


     (d)  Expense Statements: Within one hundred twenty (120) days after
the end of each calendar year (or soon thereafter as possible), Landlord shall
determine the actual amount the Increase in Operating Expenses and the Increase
in Real Estate Taxes and shall provide Tenant a statement of this determination
(the “Expense Statement”) setting forth in reasonable detail total Operating
Expenses and Real Estate Taxes for the Project for such calendar year and
Tenant’s Pro Rata Share of the Increase in Operating Expenses and Increase in
Real Estate Taxes. Within thirty (30) days after the delivery of any Expense
Statement, Tenant shall pay to Landlord any deficiency indicated on the Expense
Statement. Any excess Estimated Payments shall be applied first toward any sums
due from Tenant to Landlord and then the remainder to the next month’s Rent
due. Additionally, if the Lease shall have expired, then Landlord shall refund
any remainder to Tenant without interest within one hundred twenty (120) days
of the end of the last calendar year partially within the Term, after deducting
any sums due to Landlord.


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     (e)  Tenant’s Right to Audit: Tenant, at its expense, shall have the
right upon thirty (30) days’ advance written notice, to cause Landlord’s books
and records relating to Operating Expenses and Real Estate Taxes for any year
during the Term to be audited by an independent certified public accountant
selected by Tenant. With respect to any such year, any such Notice to audit
must be given no later than six (6) months after the date of receipt of the
Expense Statement from the Landlord for the year in question, and such audit
shall take place at such location in the Washington, D.C. Metropolitan area as
may be designated by Landlord at a time reasonably acceptable to Landlord.
Tenant shall pay all expenses incurred by Landlord for such audit, including
accountant fees. The results of the Tenant’s audit shall be provided to
Landlord in writing within thirty (30) days after the conclusion of the audit.
If Tenant’s audit reveals that Landlord’s calculation of Additional Rent, after
year-end adjustment, is in error, Landlord shall have thirty (30) days to
review said claim and if Landlord confirms that the calculation of Additional
Rent is in error, then the amount required to correct such error shall be paid
to the proper party within fifteen (15) days of billing, or applied to Tenants
rental obligations provided, however, that if Landlord’s error in calculating
Additional Rent is greater than ten percent (10%) of the actual Additional Rent
owed by Tenant, then the audit shall be at Landlord’s expense and Landlord
shall reimburse Tenant for said reasonable out of pocket auditing expense
within fifteen (15) days of Landlord’s receipt of the results of Tenant’s
audit.


     (f)  Definition of Operating Expenses: The term “Operating Expenses”
as used herein shall mean all reasonable expenses, costs and disbursements (but
not specific costs especially billed to and paid by specific tenants) of every
kind and nature which Landlord shall pay or become obligated to pay because of
or in connection with the ownership and operation of the Project, which under
generally accepted accounting principles and practices, would be regarded as
maintenance and operating expenses of the Project including but not
limited to, the following:


     (1)  Cost of all utilities (other than directly billed to and paid by
tenants), including service charges and surcharges (if any) for the Project,
including without limitation sewer, water, electricity, oil and gas.


     (2)  The cost of any and all insurance relating to the Project, including
but not limited to the cost of casualty, liability and rent loss insurance
applicable to the Project and Landlord’s personal property used in connection
with the Project, and insurance required by any mortgagees of Landlord.


     (3)  Cost of repairs, replacements, and general maintenance of the Project.


     (4)  All supplies and materials used in the operation and maintenance of
the Project.


     (5)  Cost of all maintenance, management, and service agreements (either
performed individually or under blanket agreement to the extent properly
allocable to the Project) for the Project and equipment thereon, including
without limitation heating, lighting, air conditioning, ventilation, alarm or
security systems or services, window cleaning, elevator maintenance,
janitorial services, trash and rubbish removal, snow removal, energy
management services, engineers’ office, painting and upkeep of public and
common areas and general landscape maintenance.


     (6)  Wages and salaries to the extent allocable to the Project for all
employees and agents of Landlord engaged in the operation, maintenance, repair
or security of the Project, including taxes, insurance and benefits relating
thereto.


     (7)  Management fees or commissions paid for the management of the Project
under agreements with parties either related or unrelated to Landlord and any
of Landlord’s owners or partners, which fees shall be comparable to those
charged in the Northern Virginia market.


     (8)  Any and all other costs, charges and expenses, including without
limitation reasonable attorney’s fees, (excluding attorney’s fees incurred by
Landlord in the enforcement of other leases of other tenants in the Project)
which under generally accepted accounting principles and practices would be
regarded as maintenance and operating expenses of the Project.


     (9)  The costs of additional services not provided to the Project on the
Lease Commencement Date but thereafter provided by Landlord in the prudent and
reasonable management of the Project.


     (10)  The cost incurred by Landlord in making any reasonable capital
improvements to the Project, as determined in accordance with generally
accepted accounting principles which cost shall be amortized over the useful
life of such capital improvement.


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     (g)  Definition of Real Estate Taxes: The term “Real Estate Taxes”
as used herein shall mean all taxes and assessments and governmental charges
(including, without limitation, all real estate taxes, and any other licensing
charges in the nature of a tax on the operation of the Project) whether
Federal, state, county or municipal, and whether they be by taxing districts or
authorities presently taxing the Project or by others, subsequently created or
otherwise, and any other taxes and assessments attributable to the Project or
its operation whether or not directly paid by Landlord, excluding, however,
Federal and state taxes on net income from the Project, and transfer taxes.
Tenant will be responsible for all taxes on its personal property and on the
value of its household improvements, which taxes of the Tenant shall not be
deemed Operating Expenses.


     (h)  Exclusions from Operating Expenses: Operating Expenses shall
not include (i) capital improvements (except to the extent included pursuant
to Article 6 (f) (10) above); (ii) depreciation of the Building or equipment;
(iii) painting or decorating for other tenant space in other than public
areas; (iv) ground rent (if any); (v) interest expense on Landlord’s
mortgages; (vi) amortization of mortgages; (vii) income, excess profits or
franchise taxes applicable to Landlord; (viii) salaries of Landlord’s
executive officers, if any; or (ix) any cost which is directly reimbursed to
Landlord by any tenant in the Building, or (x) marketing, leasing costs,
brokerage commissions, or advertising costs.


7.  SECURITY DEPOSIT.


     (a)  UPON EXECUTION OF THIS LEASE TENANT SHALL DEPOSIT WITH LANDLORD THE
SUM OF: Six Thousand Two Hundred Seventy Five and 00/100 Dollars ($6,275.00)
(the “Security Deposit”) in the form of a cashiers or certified check. Landlord
shall not be required to maintain such deposit in a separate account. Except
as may be required by law, Tenant shall not be entitled to interest on the
Security Deposit. The Security Deposit shall be security for the performance
by Tenant of all of Tenant’s obligations, covenants, conditions and agreements
under this Lease. Within thirty (30) days after the later of (a) the
expiration or earlier termination of the Lease Term, or (b) vacating the
Premises, Landlord shall return the Security Deposit to Tenant, less such
portion thereof as Landlord shall have properly appropriated to satisfy any
requirement under this Lease by Tenant. Said Security Deposit shall be held by
Landlord during the Term as collateral security and not prepaid rent, for the
payment of Base Rent and Additional Rent, and for the faithful performance by
Tenant of all other covenants, conditions and agreements of this Lease. If any
sum payable by Tenant to Landlord shall be overdue and unpaid, or should
Landlord make payments on behalf of Tenant, or should Tenant fail to perform
any of the terms of this Lease, then Landlord, at its option and without
prejudice to any other remedy which Landlord may have, may appropriate and
apply all or part of the Security Deposit to compensate Landlord for the
payment made or damage sustained by Landlord, provided that Landlord has given
Tenant notice and an opportunity to cure as provided for in the Lease. Tenant
upon demand shall restore the Security Deposit to the original sum deposited.
Failure to do so shall be a Default under this Lease. Provided Tenant shall
have made all payments and fulfilled all obligations under the Lease, and the
Landlord returns the Security Deposit, then Landlord shall thereupon be
released from all liability to Tenant for the return of the Security Deposit.
Tenant hereby agrees not to look to the mortgagee, as mortgagee, mortgagee in
possession, or successor in title to the Project, for accountability for any
security deposit required by the Landlord hereunder, unless said sums have
actually been received by said mortgagee as security for Tenant’s performance
of this Lease. In the event of any permitted assignment of Tenant’s interest in
this Lease, the Security Deposit may, at Landlord’s sole option, be held by
Landlord as a deposit made by the assignee, and Landlord shall have no further
liability to any prior tenant with respect to the return of the Security
Deposit.


     (b)  If Tenant is in monetary default under this Lease more than two (2)
times within any twelve-month period, irrespective of whether or not such
default is cured, then, without limiting Landlord’s other rights and remedies
provided for in this Lease or at law or equity, the Security Deposit shall be
increased by an amount equal to:



		
	 	     (1) two (2) months’ Minimum Rent, which shall be paid by Tenant to
Landlord forthwith on demand.



8.  USE OF DEMISED PREMISES.


     Tenant covenants to use and occupy the Demised Premises during the Term only
for lawful business purposes and the operation of a financial services
institution to include but not limited to, a branch bank and mortgage lending.
All such operations are to be conducted in accordance with all applicable
zoning and other governmental regulations and applicable financing documents
and in accordance with the covenants, conditions and restrictions applicable to
the Project. Tenant will not obstruct or materially interfere with the rights
of other tenants, or in any way injure or annoy them, or those having business
with them, or conflict with them. Tenant will not use or permit the Demised
Premises, or any part thereof, to be used for any disorderly, unlawful or
hazardous purpose and will not store or maintain therein any hazardous, toxic
or highly combustible items other than usual and customary


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office supplies
intended for Tenant’s use. Tenant covenants not to change Tenant’s use of the
Demised Premises without the prior written approval of Landlord.


Without limiting the foregoing, the Premises shall not be used for educational
activities, for any embassy or consulate use, or for personnel agency, studios
for radio, television or other media, travel agency or reservation center
operations or uses. Tenant shall not, without prior written consent of Landlord
(i) bring into the Building or the Premises anything that may cause substantial
noise, odor or vibration, overload the floors in the Premises or the Building
or any of the heating, ventilation and air conditioning (“HVAC”), mechanical.
Elevator, plumbing, electrical, fire protection, life safety, security or other
systems in the Building (“Building Systems”), or jeopardize the structural
integrity of the Building or any part thereof; (ii) connect to the utility
systems of the Building apparatus, machinery or equipment other than typical
office equipment; or (iii) connect to any electrical circuit in the Premises
any equipment or other load that either (A) imposes aggregate electrical power
requirements in excess of eighty percent (80%) of the rated capacity of the
circuit or (B) in the aggregate, on a monthly basis, has an electrical load in
excess of four (4) watts per square foot of the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.


9.  LANDLORD SERVICES.



Landlord shall furnish adequate hot and cold running water to all points of
supply in the Demised Premises and on the Property at all times Landlord shall
provide adequate electricity for all lighting fixtures and electrical outlets
in the Premises and throughout the Project at all times. Landlord shall
furnish adequate lavatory and waste disposal equipment, fixtures, services and
supplies for the Project at all times. Landlord shall maintain the structural
components of the Project in good repair and all fixtures and equipment thereon
in proper working condition (e.g. drain lines, water lines, etc). Landlord
shall proceed to diligently make necessary repairs and/or restore utilities as
are in Landlord control.


Landlord, at its cost, shall provide and install all original building-standard
florescent tubes within the Demised Premises necessary to provide required
lighting and all replacement tubes for such lighting; all other bulbs, tubes,
and lighting fixtures for the Demises Premises shall be provided and installed
by Tenant at Tenant’s cost and expense. Landlord shall at all times provide
adequate lighting to all common areas in and on the Property.


Landlord shall provide electricity for lighting and ordinary office machinery
to include personal computers and peripherals; provided, however, that Landlord
shall be under no obligation to provide electricity for any electronic
computers or other data processing equipment requiring supplemental power or
Tenant shall however, have the right to install high voltage electronic
computing and data processing equipment at its expense, and Landlord agrees to
make available to Tenant at Tenant’s sole expense (including, but without
limitations, cost of electrical energy, cost of equipment and installation, and
cost of submetering the Demised Premises) the electrical energy and
air-conditioning service necessary to operate such computing and data
processing equipment provided, however, that said amount shall be paid as
Additional Rent and Tenant shall reimburse Landlord on a monthly basis for the
cost of furnishing such electrical energy and air-conditioning.


Landlord shall provide access to the Building by Tenant’s customer and
sufficient heat, air-conditioning and fresh air supply to keep the Premises
comfortable for office use throughout Tenant’s regular business hours, which
are hereby defined to be 8:00 a.m. to 6:00 p.m., Monday through Friday, and
8:00 a.m. – 2 p.m. Saturday with the following holidays excepted: New Year’s
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.


If requested by Tenant, Landlord will provide heating and air-conditioning to
the Demised Premises after 6:00 p.m., Monday through Friday and after 2:00 on
Saturday and on Sundays and holidays, provided, that Tenant shall provide
Landlord a minimum of 48 hours advanced phone-in notification of requested
service. Tenant shall reimburse Landlord paid as Additional Rent on a monthly
basis for the cost of furnishing such heating and air-conditioning. The cost
of said additional heating and air-conditioning expense is shall be at Thirty
and 00/100 Dollars ($30.00) per hour, and a minimum charge of four (4) hours
shall apply.


     (c)  Tenant shall have access to the Demised Premises, the Building and
the Project twenty-four (24) hours per day, 365 days per year.


     (d)  Landlord shall provide normal and usual office building cleaning,
trash removal and basic janitorial service to the Building Monday – Friday at
the end of each workday excluding , federal legal holidays. Tenant shall
provide its own janitorial service to the Demised Premises.


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10.  NOTICE OF DEFECTIVE CONDITION:



Should it become known to Tenant, Tenant shall give Landlord notice of any
defective condition in any plumbing, heating/cooling system, electrical system,
structural system or any other system located in, servicing or passing through
the Demised Premises. Following such notice Landlord shall remedy the
condition with prompt due diligence, subject to Article 16 herein; provided,
however, that such repairs shall be at the expense of Landlord unless such
repairs are necessitated by damage or injury attributable to Tenant, Tenant’s
agents, employees, contractors, invitees or licensees.


Except as specifically provided in this Lease, there shall be no allowance to
Tenant for a diminution of rental value or rental abatement, and no liability
on the part of Landlord by reason of inconvenience, annoyance or injury to
business arising from Landlord, Tenant or others making or failing to make any
repairs, alterations, additions, or improvements in or to a portion of the
Building or the Premises or to the fixtures, appurtenances or equipment
thereof. It is understood and agreed that the Landlord shall not be under any
responsibility or liability in any way whatsoever for the quality, quantity,
impairment, interruption, stoppage or other interference with service involving
water, heat, air-conditioning, electronic current for light and power,
telephone (“Essential Services”) or any other service arising from any
condition beyond the control of the Landlord, provided however, that Landlord
shall use commercially acceptable efforts to remedy any such condition in a
diligent manner. . Provided that if the Essential Services are inoperable
for a period of one hundred twenty (120) days (“Failure of Services”) and
provided such failure of service is not the result of the intentional act or
negligence of Tenant. Tenant and/or Landlord shall in addition to all other
rights or remedies provided herein, have the right to terminate this Lease by
providing written notice to the other party prior to the restoration of such
Essential Services.


Neither Tenant nor any of Tenant’s agents, employees or contractors shall be
permitted to repair or perform any services on any plumbing or heating system
or any electrical wires located in, servicing or passing through the Premises.
Tenant shall notify Landlord at either 703-356-6900 or 703-671-4600 should a
defective condition or emergency arise.



11.  UPKEEP OF DEMISED PREMISES.


Tenant agrees that it will keep the Demised Premises and the fixtures therein
in good order and condition and will, at the expiration or other
termination of the Term hereof; surrender and deliver the same in like good
order and condition as the same now is or shall be at the commencement of the
Term hereof, ordinary wear and tear, and damage by the elements, fire and other
casualty not due to the negligence or fault of Tenant, excepted.



12.  TENANT ALTERATIONS.


     (a)  Tenant shall not make or permit to be made any alterations, or window
treatments, additions or improvements, structural or otherwise, in or to the
Demised Premises or the Building, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned, or
delayed. All such alterations, decorations, additions or improvements permitted
by Landlord must also conform, at Tenant’s risk, to all requirements of the
Federal, state and local governments, and must be performed at Tenant’s sole
risk and expense in a good and workmanlike manner.


     Notwithstanding the above, Tenant may, during the term of the Lease
perform minor alterations to the Premises, including relocation of existing
partition walls without Landlords consent, however, Landlord shall be notified
of any work, and work must be performed per above specified work standards.



     (b)  It is understood and agreed by Landlord and Tenant that except for
Landlord work any alterations, additions or improvements shall be constructed
on behalf of Tenant at Tenant’s expense including, but without limitation, the
cost of engineering studies, supplies and as-built drawings. No consent by
Landlord to any alterations shall be deemed to be an agreement or consent by
Landlord to subject Landlord’s interest in the Demised Premises, the Building
or the Project to any mechanic’s or materialman’s liens which may be filed in
respect to such alterations, decorations, additions or improvements made by or
on behalf of Tenant.


     (c)  All alterations, installations, changes, replacements, additions to
or improvements, including without limitation wall-to-wall carpet, upon the
Demised Premises (whether with or without the prior written consent of
Landlord) shall, at the election of the Landlord, remain upon the Demised
Premises at the expiration of this Lease without disturbance, molestation or
injury.


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     (d)  Tenant will indemnify and hold Landlord harmless from and against any
and all expenses, liens, claims or damages to person or property which may or
might arise directly or indirectly by reason of the making of any such
alterations, decorations, additions or improvements. If any alterations,
decorations, additions or improvements are made without the prior written
consent of Landlord, Landlord may correct or remove the same, and Tenant shall
be liable for any and all expenses incurred by Landlord in such correction or
removal. Landlord may, at its sole option, require Tenant to remove
alterations, decorations, additions or improvements at the termination of this
Lease. However, Tenant shall have the right, at its expense, to remove, at or
prior to the expiration of the Term of this Lease, all movable furniture,
furnishings, or equipment, decorations, installed in the Demised Premises that
were not paid for or provided by Landlord and which can be removed without
damage to the Demised Premises or the Building. If such property of Tenant is
not removed by Tenant at or prior to the expiration or termination of this
Lease, the same may, at Landlord’s option, become the property of Landlord and
shall be surrendered with the Demised Premises as a part thereof. If, during
the removal of any furniture, furnishings and/or equipment which Tenant may
remove pursuant to this Lease, Tenant causes any damage to the Demised
Premises, the Building or the Project, Tenant shall be responsible for all
costs of repairing such damaged property.


     (e)  Tenant shall not move into (or relocate within) the Building any safe
or other heavy equipment without the prior written consent of Landlord, and any
damage done to Building by moving into, using or removing any safe or other
heavy equipment shall be repaired by Landlord at Tenant’s expense.



     (f)  Tenant shall have the right at its sole cost, to provide for security
and limited access to the Demised Premises, subject to applicable building
codes and Article 16 herein.


     (g)  Tenant shall have the right at its sole cost, to install one (1) ATM
on the exterior of the Building, or utilize the existing ATM if left by
existing Tenant. A window style ATM shall be located in the same location as
the existing ATM on the exterior of the Building adjacent to the Premises.
Landlord shall use best efforts to require the existing tenant to leave in
place the existing ATM currently installed.



13.  MECHANIC’S LIENS.


If any mechanic’s or materialmen’s lien is filed against the Demised Premises,
the Building or the Project, for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant, such lien shall be
discharged or bonded within twenty (20) days after Tenant receives notice of
such lien by Tenant at Tenant’s sole cost and expense, by the payment thereof
or by filing any bond required by law. If Tenant shall fail to discharge any
such mechanic’s or materialmen’s lien within the aforesaid twenty (20) days,
Landlord may, at its option, discharge the same and treat the cost thereof as
Additional Rent payable with the monthly installment of Base Rent next becoming
due; it being hereby expressly covenanted and agreed that such discharge by
Landlord shall not be deemed to waive, or release, the default of Tenant in not
discharging the same with notice to Tenant.



14.  TENANT WORK. 


The Landlord and Tenant agree that finish work undertaken or caused to be
undertaken by Tenant in the Demised Premises subsequent to Tenant’s possession
will be constructed in accordance with the applicable building codes and
ordinances, including the Americans with Disabilities Act.


15.  SIGNS AND ADVERTISEMENTS.



     (a)  Tenant agrees except as provided herein that (i) it shall cause no
sign, advertisement or notice to be inscribed, painted or affixed on any part
of the outside or the inside of the Demised Premises, or Building, either
permanent or temporary, except on the directories and doors of offices and then
only in such size, color and style as the Landlord may approve and (ii) that
Landlord has the right to prohibit any advertisement of Tenant which refers to
the Project, the Building or to Landlord and which in the Landlord’s reasonable
opinion tends to impair the reputation or desirability of the Building, and
that upon written Notice from the Landlord, Tenant shall refrain and
discontinue such advertisement. If any sign, advertisement or notice which has
not been approved by Landlord is nevertheless exhibited by Tenant, Landlord
shall have the right to remove the same without Notice and Tenant shall be
liable for any and all expenses incurred by Landlord in said removal. All
signs advertisements shall comply with state, county and local ordinances.
Landlord shall have the right to install or erect any type, kind or size of
sign or advertisement on the Project as Landlord deems necessary in its sole
discretion. Subject to the terms herein, Tenant shall have the right to install
signage on the exterior of the Building.


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     (b)  Landlord, at Landlords sole cost and expense, will provide Tenant
with Building Standard suite entry and directory signage. Landlord shall allow
Tenant, at its cost, a reasonable number of extra spaces on the Building lobby
directory.


     (c)  Tenant shall have the right, at its own expense, and with Landlords
prior written approval, which consent shall not be unreasonably withheld or
delayed, to affix one (1) backlit sign above its first floor windows on the
exterior of the Building.


     (d)  Notwithstanding the foregoing, in the event that Tenant merges with
or is bought by another banking or financial institution which results in
Tenants name change, then unless there is a change in the size and/or location
of the sign, Landlord’s consent shall not be required to change its
advertising name on the Building.


     (e)  Tenant shall also have the right, at its own expense, and with the
Landlord’s written approval, which consent will not be unreasonably withheld,
conditioned or delayed, to affix a second backlit sign, in addition to the sign
referred to in paragraph 15(c), on the first floor exterior of the Building at
a location to be mutually agreed to by the Tenant and the Landlord. In the
event that Tenant elects to exercise any of its options to extend the term of
this Lease as set forth in paragraph 3(c), then Tenant shall either pay
Landlord the sum of five thousand dollars ($ 5,000) in conjunction with each
such extension, or shall remove the second sign. Notwithstanding any other
provision of this Lease, the rights granted under this paragraph 15(e) shall be
interpreted as personal to the Tenant only, and shall not inure to the benefit
of any assignee or successor in interest of the Tenant by way of merger or
consolidation unless Alliance Bank Corporation shall be the surviving entity of
any such merger or consolidation.



16.  ENTRY FOR REPAIRS AND INSPECTIONS.



Tenant shall permit Landlord, or its representative, to enter the Demised
Premises at all reasonable times without charge therefore to Landlord and
without diminution of Rent payable by Tenant, to examine, inspect, and protect
the same, and to make such alterations and/or repairs as, in the judgment of
Landlord, may be deemed necessary to maintain or protect the Demised Premises
or the Building, and to exhibit the same to prospective tenants during the last
twelve (12) months of the Term of this Lease. Landlord shall (except in the
case of an emergency) notify Tenant in advance and shall minimize disruption of
Tenants business. This provision shall in no way be construed as an obligation
on Landlord to maintain or protect the Demised Premises on behalf of Tenant,
but is permissive only.



17.  INSURANCE.



     (a)  Landlord shall carry Casualty and General Liability Insurance
Policies, including extended coverage specific to the Building, in any amount
Landlord in its sole discretion shall deem adequate, and as otherwise required
by any mortgagee or insurer of the Building or Project, and shall maintain such
insurance throughout the Term.


     (b)  Tenant shall insure all of its property, including but not limited to
furniture, fixtures and equipment, in the Demised Premises, as well as any
improvements to the Demised Premises made solely at the request of and for the
benefit of Tenant subsequent to initial work per Exhibit “B”, against all
risks, including theft, for their full replacement value. In addition, Tenant
shall maintain with respect to the Demised Premises, Commercial General
liability insurance with minimum limits of two million dollars
($2,000,000.00) combined with Umbrella and/or Excess Liability, with
minimum limits of five million dollars ($5,000,000) combined single
limit per occurrence for bodily injury and property damage. Tenant shall also
carry Statutory Workers Compensation Insurance with Employer’s Liability as
required by law and to satisfy any reasonable claim. Such insurance shall be
maintained throughout the Term of the Lease, and the limits and types of
coverage under such policies shall be increased from time to time as Landlord
shall reasonably deem necessary to adequately insure against potential
liability or loss covered thereby.


     (c)  Tenant’s insurance coverage required herein shall be maintained with a
company or companies rated A or better in the most recent edition of the A. M.
Best Company Rating Guide. Tenant’s insurance coverage shall insure Landlord
and any such mortgagee as additional insureds, as their respective interests
may appear, against bodily injury to, or death of, persons and against property
damage. Tenant shall deliver certificates of insurance indicating the
above-specified coverage to the Landlord and to any mortgagee upon the
commencement of the Term of this Lease, and shall provide satisfactory
continuing evidence of such coverage annually on the commencement of a new
Lease Year and, at any time, on written


12






 


demand. Such insurance policy or
policies shall be in a form reasonably satisfactory to Landlord and its
counsel, and shall be placed with a company qualified to do business in the
jurisdiction in which the Building is located. Such policy or policies shall
provide that it (they) cannot be canceled without at least thirty (30) days
prior written Notice to the Landlord and to any mortgagee of the Building, and
shall contain an endorsement that such policy or policies shall remain in full
force and effect notwithstanding that the insured has waived his right of
action against any party prior to the occurrence of a loss. Tenant shall have
the insurance policies name Landlord, the Building’s property manager, and
Landlord’s lender(s) as additional insureds.


     (d)  Tenant and Landlord each hereby waive any and all rights of recovery
against the other, and/or against the officers, employees, agents and
representatives of the other, for loss of or damage to such waiving party or
its property or the property of others under its control to the extent that
such loss or damage is insured against under any insurance policy in force at
the time of such loss or damage and such loss or damage has been paid by the
insurance company. The insuring party shall, in obtaining the policies of
insurance required hereunder, give Notice to the insurance carrier or carriers
that the foregoing mutual waiver of subrogation is contained in this Lease.


18.  INSURANCE RATING.



Tenant will not conduct or permit to be conducted any activity or place
any equipment in or about the Demised Premises which will increase in any way
the premium rate of fire insurance or other insurance of the Building; and if
any increase in the premium rate of fire insurance or other insurance is stated
by any insurance company as attributable to any such activity or equipment of
Tenant, Tenant shall be liable for such increase as Additional Rent and shall
reimburse the Landlord for such increase with the next installment of Base Rent
due.


19.  DAMAGE OR DESTRUCTION.



     (a)  Notice:  If the Demised Premises or any part thereof shall be
damaged by fire or any other cause, Tenant shall give prompt Notice thereof to
Landlord.


     (b)  Restoration: If restoration is possible, in accordance with
Landlord’s reasonable estimate, within a period of six (6) months from the date
of the damage and if insurance proceeds are sufficient, in Landlord’s
reasonable estimate, to complete such repairs (subject to the rights any
mortgagees may have to such proceeds), Landlord shall restore the Demised
Premises at Landlord’s expense (provided, however, that Landlord shall have no
obligation to repair damage to or replace Tenant’s personal property or
alterations). If Landlord elects to repair Tenant’s alterations, the cost to
repair Tenant’s improvements which are in excess of standard improvements to
the Building shall be borne by Tenant. If the Demised Premises or a portion
thereof is untenantable during such restoration, Base Rent shall be abated from
time of occurrence until Landlord’s restoration work is complete in the
proportion that the rentable square footage of office space in the Demised
Premises rendered untenantable bears to the total rentable square footage of
office space in the Demised Premises immediately prior to such damage and
Tenant’s Pro Rata Share of Increased Operating Expenses shall be decreased
correspondingly for such restoration period. Notwithstanding the aforesaid, if
such damage or destruction shall result from any act or omission of Tenant, or
Tenant’s agents, employees, visitors or licensees, Tenant shall not be entitled
to any abatement of rent.


     (c)  Termination: Landlord shall notify Tenant, in writing within
forty-five (45) days after Landlord becomes aware of the occurrence of such
damage (“Landlord’s Notice”) if, in accordance with Landlord’s reasonable
estimate, restoration is not possible within a period of six (6) months from
the date the Demised Premises were damaged or the insurance proceeds available
to make such repairs are insufficient and Landlord will not otherwise fund such
repairs. In such event, either Landlord or Tenant may terminate this lease by
giving written notice of termination to the other within forty-five (45) days
after the delivery of Landlord’s Notice, in which event this Lease and the
tenancy hereunder shall terminate as of the date specified in such notice,
which date shall be no later than one hundred twenty (120) days after the
occurrence of such damage. In case the Building generally is damaged by fire or
other casualty (although the Demised Premises may not be affected) to such an
extent that Landlord shall decide in its sole discretion within a reasonable
time not to rebuild or reconstruct the Building, then this Lease and the
tenancy hereunder shall terminate on the date specified by Landlord in a notice
which shall be given no later than sixty (60) days after the casualty. If the
Demised Premises or a portion thereof is untenantable during such time period,
Base Rent shall be abated from time of occurrence in the proportion that the
rentable square footage of office space in the Demised Premises rendered
untenantable bears to the total rentable square footage of office space in the
Demised Premises immediately prior to such damage and Tenant’s Pro Rata Share
of Increased Operating Expenses shall be decreased correspondingly for such
time period. Notwithstanding the aforesaid, if such damage or destruction shall
result from any act or omission of Tenant, or Tenant’s agents, employees,
visitors or licensees, Tenant shall not be entitled to any


13






 


abatement of rent.



20.  LIABILITY.



     (a)  Landlord and its agents and employees assume no liability or responsibility
whatsoever with respect to the conduct or operation of the business to be
conducted in the Demised Premises and shall have no liability for any claim of
loss of business or interruption of operations (or any claim related thereto)
arising out of the same. Landlord and/or customers and/or invitees its agents
and employees shall not be liable for any accident to or injury to any person
or persons or property in or about the Demised Premises which are caused by the
conduct and operation of said business or by virtue of equipment or property
of Tenant in the Demised Premises. Tenant agrees to hold Landlord and its
agents and employees harmless against all such claims. Landlord and its agents
and employees shall not be liable to Tenant, its employees, agents, business
invitees, licensees, customers, clients, family members or guests for any
damage, compensation or claim arising from the necessity of managing the
Demised Premises or Building, repairing any portion of the Demised Premises or
the Building, the interruption in the use of the Demised Premises, accident or
damage resulting from the use or operation (by Landlord and its agents and
employees, Tenant, or any other person or persons whatsoever) or failure of
elevators, or heating, cooling, electrical or plumbing equipment or apparatus,
or the termination of this lease by reason of the destruction of the Demised
Premises, or from any fire, robbery, theft, mysterious disappearance and/or any
other casualty, or from any leakage in any part or portion of the Demised
Premises or the Building, or from water, rain or snow that may leak into or
flow from any part of the Demised Premises or the Building, or from any other
cause whatsoever (unless occasioned by the willful misconduct or acts of
negligence of Landlord). Any goods, property or personal effects, stored or
placed by Tenant in or about the Demised Premises or Building, shall be at the
risk of Tenant, and Landlord and its agents and employees shall not in any
manner be held responsible therefor. The agents and employees of Landlord are
prohibited from receiving any packages or other articles delivered to the
Building for Tenant, and if any such agent or employee receives any such
package or articles, such agent or employee shall be the agent of Tenant for
such purposes and not of Landlord.


     (b)  Tenant hereby agrees to indemnify and hold Landlord its agents and
employees harmless from and against any cost, damage, claim, liability or
expense (including attorneys fees) incurred by or claimed against Landlord and
its agents and employees, directly or indirectly, as a result of or in any way
arising from Tenants use and occupancy of the Demised Premises or in any other
manner which is related to the business of the Tenant, including, but not
limited to, any cost, damage, claim, liability or expense arising from any
violation of any zoning, health, environmental or other law, ordinance, order
rule or regulation of any governmental body or agency.


     (c)  Landlord hereby agrees to indemnify and hold Tenant its agents and
employees harmless from and against any cost, damage, claim, liability or
expense (including attorneys fees) incurred by or claimed against Tenant and
its agents and employees, directly or indirectly, as a result of or in any way
arising from Landlord operation of the Project or in any other manner which
related to the business of the Landlord, including, but not limited to, any
cost, damage, claim, liability or expense arising from any violation of any
zoning, health, environmental or other law, ordinance, order rule or regulation
of any governmental body or agency.


     (d)  Tenant hereby acknowledges that the rental payable to Landlord
hereunder does not include the cost of guard service or other security
measures, and that Landlord is released from all obligations and liability
whatsoever relating to security measures for persons and property. Tenant
assumes all responsibility for the protection of Tenant, its employees, agents
or invitees from acts of third parties.


21.  CONDEMNATION.



     (a)  Compensation Award: If the Demised Premises or any part
thereof shall be taken or threatened to be taken by any governmental or
quasi-governmental authority pursuant to the power of eminent domain, or by
deed in lieu thereof, Tenant agrees to make no claim for compensation in the
proceedings, and hereby assigns to Landlord any rights which Tenant may have
to any portion of any award made as a result of any such taking, and this
Lease shall terminate as to the portion of the Demised Premises actually taken
by the condemning authority as of the date title vests in such condemning
authority and Base Rent and Additional Rent shall be adjusted to such date.
The foregoing notwithstanding, Tenant shall be entitled to claim, prove and
receive in the condemnation proceedings such award as may be allowed for its
relocation expenses and for movable furniture or equipment installed by it
which shall not, under the terms of this Lease, be or become the property of
Landlord, but only if such awards shall be made by the condemnation court in
addition to and stated separately from the award made by it for the Building
or part thereof so taken. In no event shall Tenant be entitled to any award
for the unexpired portion of the Term of the Lease.


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     (b)  Temporary Taking: If the Demised Premises or any part thereof
is taken for a period of time ending prior to the expiration of this Lease by
an governmental or quasi-governmental authority pursuant to the power of
eminent domain, or by deed in lieu thereof (“Temporary Taking”), this Lease to
the extent, in the reasonable judgement of Landlord and Tenant, that the
balance of the Demised Premises remaining are sufficient for the Tenants
intended use, shall not terminate, and Tenant shall continue to perform all of
its obligations hereunder as though such taking had not occurred except to the
extent that it may be prevented from doing so by reasons of such taking. Tenant
shall in no event be excused from the payment of Base Rent or Additional Rent.
Tenant shall be entitled to receive that portion of any compensation awarded
for a Temporary Taking to the extent that it is attributable to the Demised
Premises. Unless otherwise specified by the condemnation court, Tenant’s share
of any such award shall be calculated as a fraction of the total compensation
awarded for any Temporary Taking of all or part of the Building and Project,
excluding any amount awarded as compensation for any portion of the Project
other than the Building. The denominator of this fraction shall be the total
rentable square feet of office space in the Building acquired as part of the
Temporary Taking and the numerator shall be the total rentable square feet of
the office space in the Demised Premises acquired as part of the Temporary
Taking.


     (c)  Termination: If the nature, location, or extent of any
condemnation affecting the Building or the Project is such that Landlord elects
to demolish all or a portion of the Building, then Landlord may terminate this
Lease by giving at least sixty (60) days’ written notice of termination to
Tenant at any time after such condemnation and this Lease shall terminate on
the date specified in such notice and Base Rent and Additional Rent shall be
adjusted to such date. If the nature, location, or extent of any condemnation
affecting the Demises Premises is such that in the reasonable judgement of
Landlord and Tenant the Tenant can no longer fully utilize the Demises Premises
for its intended purpose, the Tenant may terminate this Lease by giving at
least sixty (60) days’ written notice of termination to the Landlord at any
time after such condemnation and this Lease shall terminate on the date
specified in such notice and Base Rent and Additional Rent shall be adjusted
to such date.


22.  DAMAGE.



     All injury to the Demised Premises or the Building or the Project caused by
moving the property of Tenant into or out of the Building and all damage done
at any time by Tenant or by the agents, servants, employees, and visitors of
Tenant shall be promptly repaired by Landlord, at the expense of the Tenant.
Landlord shall have the right to make such necessary repairs, alterations, and
replacements (structural, non-structural, or otherwise) and any charge or cost
so incurred by Landlord shall be paid by Tenant with the right on the part of
Landlord to elect in its discretion, to regard the same as Additional Rent
payable with the installment of Rent next becoming due or thereafter falling
due under the terms of this Lease or to deduct such charge or cost from the
Security Deposit. This provision shall be construed as an additional remedy
granted to the Landlord and not in limitation of any other rights or remedies
which Landlord has or may have in said circumstances.



23.  OBLIGATION OF TENANT TO PERFORM. 



Except as provided for in this Lease the obligation of Tenant to make all
payments under this Lease to Landlord and to make, observe, and perform all
other payments, covenants, conditions, and agreements hereunder shall be
absolute and unconditional, irrespective of any rights of setoff, recoupment,
or counterclaim it might otherwise have against Landlord. Tenant shall not
suspend or discontinue any payment hereunder or fail to make, observe, and
perform any other payments, covenants, conditions, or agreements hereunder for
any reason.


24.  ROOF RIGHTS. 



Except as may otherwise be provided in this Lease, Landlord shall have the
exclusive right to use or permit the use of all or any portion of the roof of
the Building for any purpose.


25.  EVENTS OF DEFAULT.



The following events shall be deemed to be Events of Default by Tenant under
this Lease:


(a)  Tenant shall fail to pay when due, any installment of Base Rent,
Additional Rent, or any other payment or reimbursement to Landlord required
herein when due and such failure shall continue for a period of ten (10)
business days after notice of such failure to pay is provided to Tenant in
accordance


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with paragraph 30. In the event that Landlord shall have provided
Tenant with notice of failure to make payment on one
(1) occasion during any
twelve month period, then notice of any additional failure to make payment
during such twelve-month period shall be deemed to have been provided on the
date when such payment was due and no further written notice shall be required
during said twelve (12) month period;


(b)  Tenant shall become insolvent or shall make a transfer in fraud of
creditors, or shall make an assignment for the benefit of creditors.


(c)  Tenant shall file a petition under any section or chapter of the United
States Bankruptcy Code or under any similar law or statue of the United States
or any state thereof, or an order for relief shall be entered against Tenant in
any proceeding filed against Tenant thereunder;


(d)  A receiver of trustee shall be appointed for all or substantially all the
assets of Tenant;


(e)  Tenant shall transfer all or substantially all of its assets to another
person or entity other than as provided for in the Lease.


(f)  Tenant shall fail to maintain any insurance required hereunder;


(g)  Tenant refuses to take possession and pay rent when required of the
Premises as required in this Lease Agreement; or


(h)  Abandon or vacate the Premises for a period of thirty (30) consecutive
days without the written consent of Landlord which shall not be unreasonably
withheld.


(i)  Tenant shall fail to comply with any term, provision or covenant of this
Lease Agreement (other than the foregoing in this paragraph) and shall not cure
such failure within thirty (30) days after written notice thereof to Tenant.
Provided that Tenant shall not be in default of this Lease if non-compliance
with such term, provision or covenant cannot be reasonably cured within such
thirty (30) day period and Tenant commences to cure such non-compliance within
such thirty (30) day period and diligently pursues such cure to its completion.
In no event shall such cure period exceed ninety (90) days.


26.     REMEDIES.


Upon the occurrence of any such Events of Default described in the Lease, the
Landlord, without prejudice to any other rights or remedies Landlord may have
under this Lease or otherwise, shall have the option to pursue any one, all or
combination of the following remedies without a notice or demand whatsoever:


     (a)  Terminate this Lease Agreement by giving written notice to that effect
to the Tenant, in which event Tenant shall immediately surrender the premises
to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to
any other remedy which it may have for possession or rent, re-enter and take
peaceful possession of the premises and expel or remove Tenant and any other
person who may be occupying such premises or any part thereof by force if
necessary to the extent permitted by law, without being liable for prosecution
or any other claim for damages. In the event Landlord elects to terminate this
Lease Agreement by reason of an event of default, then not-withstanding such
termination, Tenant shall be liable for and shall pay to Landlord, the sum of
all rental and other indebtedness accrued to date of such termination, at its
option, at any time, the Landlord may choose to accelerate the entire balance
due under the remainder of the Lease Agreement and any other monies due under
the Lease Agreement.


     (b)  Alter all locks and other security devises at the premises without
terminating this Lease Agreement;


     (c)  Re-enter and take possession of the Premises by legal process or by
expelling or removing Tenant and any other person who may be occupying such
premises or any part thereof, by force if necessary to the extent permitted by
law, without being liable for prosecution or any claim for damages therefore;
and relet the premises and receive the rent therefore. No legal process,
re-entry, re-letting or taking possession of the Premises by the Landlord shall
be construed as an election on its part to terminate this Lease Agreement
unless a written notice of such determination is delivered to the Premises The
Tenant shall be liable for and shall pay to Landlord, all rental and other
indebtedness accrued to date of such repossession, plus at its option, at any
time, the Landlord may choose to either: (1) accelerate the entire balance due
under the remainder of the Lease Agreement and any other monies due under the
Lease required to be paid by Tenant to Landlord until the date of expiration of
the Lease Agreement; or (2) seek payment from Tenant for


16






 



the difference between
all sums due to Landlord from Tenant under this Lease Agreement and the amount
received by Landlord through re-letting the Premises; Landlord may choose suit
under option (2) and later accelerate under option (i).


     (d)  In the event Landlord may elect to gain possession of the premises by
a legal proceeding, Tenant hereby specifically waives any statutory notice
which may be required prior to such proceeding, and agrees that Landlords
execution of this Lease Agreement is, in part considered for this waiver nor
shall such legal proceeding, even if it includes a suit for money damages, be
considered an election under Article 26 (c)(1) or (2).


     (e)  Enter upon the premises by force if necessary to the extent permitted
by law, without being liable for prosecution or any claim for damages
therefore, and do what ever Tenant is obligated to do under the terms of this
Lease Agreement, and Tenant agrees to reimburse Landlord on demand for any
reasonable expenses which Landlord may incur and thus effecting compliance with
Tenant’s obligations under this Lease Agreement, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to the Tenant from such
action, whether causes by the negligence of Landlord or otherwise;


     (f)  In the event of termination or repossession of the premises for any
event of default, Landlord shall not have any obligation to relet or attempt to
relet the premises or any portion thereof, or to collect rental after
re-letting, and in the event of reletting, Landlord may relet the whole or any
portion of the premises for any period to any tenant and for any use and
purpose;


     (g)  Landlord may exercise all lien rights provided by law to Landlord with
respect to all property found on the Premises, or, in the alternative, may
demand that Tenant remove all such property that is owned by Tenant, at
Tenant’s expense; provided that, if Tenant fails to remove such property within
a reasonable time, Landlord may remove such property at Tenant’s expense and
dispose of it in the manner Landlord determines appropriate in Landlord’s sole
discretion. Furthermore, Landlord may apply any such property or proceeds of
such property as a credit toward Tenant’s obligations under the Lease
Agreement; Landlord, at its option, may assign, sell or transfer such property
to subsequent Tenants without liability.


     (h)  Landlord, at its option, may bring a legal proceeding to recover from
Tenant any monies owed under this Lease Agreement without seeking possession of
the premises. Such proceeding shall not be considered a termination of the
Lease Agreement and Landlord shall retain the right to seek continuing rents as
well as the right to accelerate all monies owed for the full term of the Lease
Agreement in subsequent legal proceedings.


     (i)  Exercise by Landlord of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be a termination of this Lease
Agreement or an acceptance of surrender of the premises by Tenant, being
understood that such termination or surrender can be effected only by written
notice from Landlord intending such termination.


     (j)  The Tenant acknowledges that all accounts are due and payable as
required in the Lease Agreement, and in the event Tenant fails to pay any
installment of rent hereunder as and when such installment is due, Tenant shall
pay to Landlord a late charge in an amount equal to five percent (5%) of such
installment, and the failure to pay such amount shall be an event of default
hereunder. In addition, a finance charge of eighteen percent (18%) per annum
shall be charged on all accounts more than thirty (30) days past due. Interest
will be charged back to the account due date and apply to all charges due from
the Tenant including but not limited to minimum rent, percentage rent, taxes,
insurance and common area maintenance charges. The provision for such late
charges and finance charges shall be in addition to all of Landlord’s other
rights and remedies hereunder or at law and shall not be construed as a
penalty, liquidated damages or as limiting Landlord’s remedies in any manner;


     (k)  In case of any event of default or breach by Tenant, at its option, at
any time, Landlord may choose to accelerate the entire balance due under the
remainder of the Lease Agreement and any other monies due under the Lease
Agreement required to be paid by Tenant to Landlord until the date of
expiration of the Lease Agreement, and Tenant shall also be liable for and pay
to Landlord in addition to any sum provided to be paid in this Lease Agreement,
broker’s fees incurred by Landlord in connection with reletting the whole or
any part of the premises, the costs of removing or storing Tenant’s or other
occupant’s property, the costs of repairing, altering, remodeling or otherwise
putting the premises into conditions acceptable to a new tenant or tenants, and
all reasonable expenses incurred by Landlord in enforcing or defending
Landlord’s rights or remedies including reasonable attorney’s fees and eighteen
percent (18%) interest per annum on all the sums owing by Tenant to Landlord.


     (l)  In the event of a Default by Tenant under this Lease Agreement,
Landlord shall have no duty to mitigate its damages.


17






 


     (m)  If Tenant fails to make any payment to any third party or to do any
act required hereby to be made or done by Tenant related to the project after)
ten (10) business days, then Landlord may, but shall not be required to, make
such payment or do such act. Landlord’s taking such action shall not be
considered a cure of such failure by Tenant or prevent Landlord from pursuing
any remedy it is otherwise entitled to in connection with such failure, unless
Tenant reimburses Landlord within thirty (30) days of payment. If Landlord
elects to take such action, then Tenant shall pay all expenses incurred by
Landlord (including a twenty percent (20%) fee to cover Landlord’s
administrative expenses).


     (n)  Tenant hereby consents to the exercise of personal jurisdiction over
it by any federal or state court and to the laying of venue in any jurisdiction
in the Commonwealth of Virginia.


     (o)  In the event that Landlord is in breach or default with respect to
Landlord’s obligations or otherwise under this Lease, Tenant’s remedy therefore
shall be solely that of specific performance for any act required to be
performed by Landlord hereunder. It is expressly hereby agreed that the
obligations of the Landlord shall only bind the party or parties from time to
time owning the Premises during their respective periods of ownership thereof;
so that Landlord and its successors in interest shall cease to have any
liability hereunder after they respectively cease to own the Premises, and such
liability shall pass to and bind only the owner from time to time of said
Premises as Landlord hereunder. Further, the liability of Landlord hereunder
shall be limited solely to Landlord’s interest in the Premises, and in no event
shall Tenant be entitled to obtain a deficiency judgement against any member,
manager, partner, agent, officer, director or stockholder of Landlord, nor
shall Tenant have recourse to any assets or property of Landlord or of any
members, managers, shareholders, directors, officers or partners in Landlord
(other than Landlord’s interest in the Premises) for enforcement of any
obligations of Landlord under this Lease. Landlord and Tenant shall not be
deemed by virtue of this Lease to be partners or joint ventures, and their
relationship hereby established is deemed to be only that of Landlord and
Tenant, respectively. Any claim by Tenant against Landlord shall not be
asserted as a setoff against rent or other obligations of this Lease, nor as a
counterclaim in any legal action filed by Landlord, which setoff or
counterclaim does not directly relate to the Lease of the Premises.


     (p)  In order to prepare the Premises for occupancy by Tenant, Landlord
will incur construction, decoration, finishing and other expenses and costs to
improve the Premises (hereinafter “Buildout”). The total cost of the Buildout
is amortized over the initial Term of the Lease and will not be recovered if
Tenant fails to pay all rents owed during the initial Term of the Lease.
Therefore, in addition to all other monetary damages payable by Tenant to
Landlord in the event of default of the Lease, the Landlord at its option may
demand and obtain a judgment against Tenant for all Buildout costs prorated to
the end of the initial Term of the Lease. For example, if the initial term of
the Lease is 60 months, and the default occurs on the 40th month, the Landlord
is entitled to 20/60th of the total Buildout cost. If the Landlord paid any
broker’s commissions or fees in order to lease the Premises to Tenant, the
total cost of any such fees or commissions shall likewise be prorated and shall
be repaid by or included in a judgment against the Tenant at the option of the
Landlord in the event of a default by Tenant The remedies contained in this
paragraph are in addition to, not in lieu of, all other remedies available to
the Landlord. However, Landlord shall in no event be permitted to assess or
collect brokers fees from Tenant under Article 26 that exceed in the aggregate,
the broker fees paid by Landlord as set forth in Article 1(c).



27.  ASSIGNMENT AND SUBLETTING.



     (a)  Tenant shall not, without the prior written consent of Landlord (which
consent shall not be unreasonably withheld, conditioned or delayed) in each
instance (i) assign or otherwise transfer, mortgage or otherwise encumber this
Lease or any of Tenant’s rights hereunder, (ii) sublet the Demised Premises or
any part thereof, or permit the use of the Demised Premises or any part thereof
by any persons other than Tenant or its employees, agents, and invitees, or
(iii) permit the assignment or other transfer of this Lease or any of Tenant’s
rights hereunder by operation of law. The consent by Landlord to any
assignment, transfer, or subletting to any person shall not be construed as a
waiver or release of Tenant named herein from any provision of this Lease,
unless expressly so stated (it being understood that Tenant shall remain
primarily liable as a principal and not as a guarantor or surety) nor shall the
collection or acceptance of Rent from any such assignee, transferee, subtenant,
or occupant constitute a waiver or release of Tenant from any provision hereof.
No consent by Landlord to any assignment, transfer, subletting, mortgaging, or
encumbering in any one instance shall constitute a waiver of the necessity for
such consent in the subsequent instance.


The following condition(s), among any other reasonable factors, must be
satisfied in order for Landlord to consider granting the necessary consent:


18






 



     (1)  No Event of Default exists and no event has occurred which, with
notice and/or the passage of time, would constitute an Event of Default if not
cured within the time, including any applicable grace period, specified herein.


     (2)  Landlord receives at least thirty (30) days’ prior written Notice of
Tenant’s intention to assign or sublet any portion of the Demised Premises.


     (3)  The proposed assignment or sublet will not decrease the value of the
Building, nor be an event, which may result in default under any document
executed in connection with any financing or refinancing of the Building or the
Project.


     (4)  The proposed assignee or subtenant is of good character and
creditworthy and is consistent in kind, character, and financial status with
Tenant as of the date of execution of this Lease.


     (5)  The proposed use of the Demised Premises is similar to that permitted
Tenant under the terms of this Lease and will not violate any other agreements
affecting the Demised Premises or the Building.


     (6)  Tenant submits to Landlord sufficient information upon which Landlord
can base a judgment on the above criteria including, in addition to such other
information as Landlord shall reasonably require, the name, business
experience, financial history, and net worth and business references of the
proposed assignee or subtenant, a full description of the entire transaction,
and the consideration delivered to Tenant for the assignment or sublease.


     (7)  Tenant shall deliver a copy of any proposed assignment or sublease
with the Notice referred to in sub Article 27 (a) above for approval by
Landlord, which approval shall not be unreasonably withheld or delayed,
provided that (i) the conditions set forth above are satisfied, in the
reasonable judgment of Landlord, (ii) any such assignment or sublease shall
include an assumption by the assignee or subtenant, from and after the
effective date of such assignment or sublease, of the performance and
observance of the covenants and conditions to be performed and observed on the
part of Tenant as contained in this Lease, and (iii) any such sublease or
assignment shall specify that this Lease or sublease shall not be further
assigned nor the Demised Premises further sublet and shall specify that the
term of such sublease shall not extend beyond one (1) day prior to the
expiration of this Lease. Should Tenant satisfy the above conditions and
Landlord does not consent to or reject said request within thirty (30) days of
said satisfaction of the conditions, then the sublease or assignment will be
deemed to be approved.


     (b)  Transactions Deemed Assignments:  For purposes of the
foregoing, a transfer of control or transfer of fifty percent (50%) or more of
the ownership interests in Tenant in one (1) or more transactions (whether
stock, partnership interest, or other form of ownership or control) or the
issuance of new interests by which an aggregate of fifty percent (50%) or more
of the interest in Tenant shall be vested in persons who are not the holders of
such interests as of the date first written above shall be deemed an
assignment of this Lease. The merger or consolidation of Tenant into or with
any other entity or the sale of all or substantially all of Tenant’s assets
shall be deemed an assignment within the meaning of this Article.


     Notwithstanding the above, such transfer shall not be considered a
prohibited assignment if the financial strength of the new owner or entity is
substantially equal to or greater than the Tenant at the time of the transfer,
merger or consolidation. Moreover, Landlord acknowledges that Tenant is a
publically traded entity. Accordingly, during the term of this Lease and in
the ordinary course of its business, one or more shareholders may transfer
ownership of greater than fifty percent (50%) of Tenant’s outstanding stock or
the Tenant may issue new stock such that fifty percent (50%) or more of its
stock may be held by persons who were not shareholders at the inception of this
Lease. Such transfers shall not be deemed an assignment of the Lease unless
such transfers are accomplished as part of a coordinated effort by one or more
persons to transfer ownership or control of the Tenant other than in the
ordinary course of the Tenant’s business.


     (c)  Landlord’s Rights Upon Invalid Assignment: If any assignment or
sublease is made in violation of this Lease, such assignment and/or sublease
shall be void ab initio, and Landlord shall have the right to terminate this
Lease or to require that the Demised Premises be surrendered to Landlord for
the balance of the Term (in the case of an assignment) or for the term of the
proposed sublease (in the case of a sublease).


     (d)  Take -Back-Rights: Upon receipt of the Notice referred to in
Article 27(a)(2) above and only in event of a sublease, Landlord may, at its
option, in lieu of approving or rejecting the proposed sublet, exercise all or
any of the following rights by written Notice to Tenant of its intent to do so
within thirty (30) business days of receipt of Tenant’s notice.


19






 


     (1)  With respect to a proposed sublease of the entire Demised Premises,
the right to terminate this lease on the effective date of the sublease as if
it were the Lease Expiration Date.


     notwithstanding the above, Tenant reserves the right to retract its
request to sublease demised premises or portion thereof should Landlord choose
to take-back or terminate Tenant’s Lease as provided herein. Tenant must
exercise this right within ten (10) days of receipt of Landlord’s notice to
terminate Lease.


     (e)  Direct Rental to Proposed Assignee/Subtenant. If Landlord exercises
any of its options under this Article, Landlord may then lease (or sublease)
the Demised Premises to Tenant’s proposed or subtenant, as the case may be,
without any liability whatsoever to Tenant.


     (f)  Termination of Tenant’s Personal Rights Upon Sublet: Upon any
or sublease of this Lease, any and all option rights, rights of first refusal,
rights of first negotiation, and termination rights shall terminate, it being
understood that any and all such rights are personal to Tenant (and not to any
or subtenant) and are not appurtenant to the Demised Premises (or this Lease).
Further, Tenant shall not have the right to exercise any such rights unless
Tenant (and not any or subtenant of Tenant) shall be in occupancy of all of the
Demised Premises at the time of the exercise of any such right.


     (g)  Excess Rent. If any sublease or other transfer (whether by
operation of law or otherwise) provides the subtenant, assignee or other
transferee is to pay any amount in excess (less any expenses of the sublease or
assignment, including but not limited to, brokerage commissions, legal
expenses, concessions, sublease or assignment improvements, and rental
abatements) of the rent and other charges due under this Lease, then, whether
such excess be in the form of any increased rental, lump sum payment, payment
for sale or lease fixtures or other leasehold improvements or any other form
(and if the applicable space does not constitute the entire Premises, the
existence of such excess shall be determined on a prorata basis), Tenant shall
pay to Landlord Fifty (50%) percent of any excess no later then ten (10)
days after the Tenant’s receipt thereof. Landlord shall have the right upon
reasonable notice to Tenant to inspect Tenant’s books and records relating to
any sublease, assignments, or other transfer. Any sublease, assignment or other
transfer shall be effected pursuant to documentation reasonably approved by
Landlord.


     (h)  Expenses in Connection with Request: Any legal or other
reasonable expense incurred by Landlord in reviewing Tenant’s request for an
assignment or sublet shall be paid by Tenant as Additional Rent in addition to
a minimum charge of Five Hundred ($500.00) dollars shall apply for each request
up to a maximum charge of $4,500.00 (including the minimum $500.00) for each
such request. The consent by Landlord to any assignment or subletting shall not
be construed as a waiver or release of Tenant from the terms of any covenant or
obligation under this Lease, nor shall the collection or acceptance of Rent
from any such assignee, subtenant, or occupant constitute a waiver or release
of Tenant from any covenant or obligation contained in this Lease, nor shall
any such assignment or subletting be construed to relieve Tenant from obtaining
the consent in writing of Landlord to any further assignment or subletting.
Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and
hereby authorizes each such subtenant to pay said rent directly to Landlord, at
Landlord’s option, in the event of any default by Tenant under the terms of
this Lease.


28.  BANKRUPTCY.



     (a)  Event of Bankruptcy: For purposes of this Lease, the following
shall be deemed “Events of Bankruptcy”: (i) if a receiver or custodian is
appointed for any or all of Tenant’s property or assets, or if there is
instituted a foreclosure action on any of Tenant’s property; or (ii) if Tenant
files a voluntary petition under 11 U.S.C. Article 101 et seq., as
amended (the “Bankruptcy Code”), or under the insolvency laws of any
jurisdiction (the “Insolvency Laws”); or (iii) if there is filed an involuntary
petition against Tenant as the subject debtor under the Bankruptcy Code or
Insolvency Laws, which is not dismissed within thirty (30) days of filing; or
(iv) if Tenant makes or consents to an assignment of its assets, in whole or in
part, for the benefit of creditors, or a common law composition of creditors.


     (b)  Termination of Lease: Upon the occurrence of an Event of
Bankruptcy, Landlord, at its option and sole discretion, may terminate this
Lease by written notice to Tenant (subject, however, to applicable provisions
of the Bankruptcy Code or Insolvency Laws during the pendency of any action
thereunder). If this Lease is terminated under this Article 28, Tenant shall
immediately surrender and vacate the Demised Premises, and agrees that Landlord
shall have all rights and remedies against Tenant provided in Article 26 in
case of an Event of Default by Tenant.


     (c)  Assumption by Trustee: If Tenant becomes the subject debtor in
a case pending under the Bankruptcy Code (the “Bankruptcy Case”), Landlord’s
right to terminate this Lease under this Article 28 shall be subject to the
applicable rights (if any) of the debtor-in-possession or the debtor’s trustee
in bankruptcy (collectively, the “Trustee”) to assume or assign this Lease as
then provided for in the Bankruptcy Code, however, the Trustee must


20






 


give to Landlord, and Landlord must receive, proper written Notice of the Trustee’s
assumption or rejection of this Lease. The Trustee shall not have the right to
assume or assign this Lease unless said Trustee (i) promptly and fully cures
all defaults under this Lease, (ii) promptly and fully compensates Landlord and
any third party (including other tenants) for all monetary damages incurred as
a result of such default; and (iii) provides to Landlord “adequate assurance of
future performance.” Landlord and Tenant (which term for the purposes of this
paragraph may include the debtor or any permitted assignee of debtor) hereby
agree in advance that adequate assurance of performance as used in this
paragraph, shall mean that all of the following minimum criteria must be met:
(1) Monthly installments of Base Rent, Additional Rent, and other consideration
due under the Lease, and the financial condition and operating performance of
the Tenant, and its guarantor, if any, shall be similar to the financial
condition and operating performance of Tenant as of the Lease Commencement
Date; (2) Trustee or Tenant must pay to Landlord all monthly installments of
Base Rent and Additional Rent payable by Tenant hereunder in advance; (3)
Trustee or Tenant must agree (by writing delivered to Landlord) that the
Demised Premises shall be used only for the permitted use as stated in this
Lease, and that any assumption or assignment of this Lease is subject to all of
the provisions thereof and will not violate or affect the rights or agreements
of any other tenants or occupants in the Building or of the Landlord (including
any mortgage or other financing agreement for the Building including any ground
lease); and (4) Trustee or Tenant must pay to Landlord at the time the next
monthly installment of Base Rent is due under this Lease (4). The criteria
stated above are not intended to be exhaustive or all-inclusive and Landlord
may determine that the circumstances of Tenant or of this Lease require other
and further assurances of future performance. In the event Tenant is unable to:
(i) cure its defaults, (ii) reimburse Landlord for its monetary damages, (iii)
pay the monthly installment of Base Rent and Additional Rent due under this
Lease on time or (iv) meet that criteria and obligations imposed by (1) through
(4) above, then Tenant hereby agrees in advance that it has not met its burden
to provide adequate assurance of future performance, and this Lease may be
terminated by Landlord in accordance with Article 28(b) above.


29.  RULES AND REGULATIONS. 



     Tenant covenants that the Rules and Regulations attached hereto as Exhibit
“C” and made a part hereof and such other and further reasonable rules and
regulations as Landlord may make shall be faithfully observed and performed by
Tenant, and by its employees, agents, customers, visitors, subtenants,
licensees, and concessionaires as long as such rule change does not affect
Tenant’s ability to conduct its business in the under this Lease. Tenant shall
be deemed to have notice of any such rule or regulation when a copy thereof has
been mailed to Tenant by Landlord at the time and in the manner set forth in
this Lease for Notices. Tenant’s failure to conform to any of such rules and
regulations after Notice shall be deemed to be a breach and default of this
Lease by Tenant. Landlord shall have the right to change said rules and
regulations in respect to any one (1) or more tenants provided such changes (a)
are not inconsistent with this Lease, (b) do not increase the financial burdens
of Tenant, and (c) does not unreasonably restrict Tenant’s rights under this
Lease. Landlord shall not be responsible to Tenant, or other tenants, for the
non-observance or violation of any of said Rules and Regulations by any other
Tenant or other person. However, Landlord shall enforce the rules or any
provisions of all leases in a fair and non-discriminatory manner. The
provisions of the Rules and Regulations shall not be deemed to limit any
covenant or provision of this Lease to be performed or fulfilled by Tenant. In
the event of a conflict between the terms of the rules and regulations and the
terms of this Lease, the terms of this Lease shall control.


30.  NOTICES.



     Every notice, approval, consent, or other communication authorized or
required by this Lease (“Notice”) shall not be effective unless same shall be
in writing and sent postage prepaid by United States registered or certified
mail, return receipt requested, or delivered by hand, and a written receipt
acknowledging such postal or hand delivery obtained for each designated
recipient (or proof of refusal) or sent by nationally recognized overnight
delivery service, directed to the other party at the following addresses
(indicating the date and to whom delivered), or such other address as either
party may designate by Notice given from time to time in accordance with this
Article 30:



	If to Tenant:  	ALLIANCE BANK CORPORATION

14280 Park Meadow Drive, #350

Chantilly, VA 20151

Attn: Paul M. Harbolick, Jr., Executive Vice President

Fax: 703-378-7210





	With Copy To  	Vanderpool, Frostick & Nishanian, P.C.

Attn: V. Rick Nishanian

9200 Church Street, #400

Manassas, VA 20110




	If to Landlord:  	8221 OLD COURTHOUSE ROAD, L.C.



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	 	c/o Dittmar Company

8321 Old Courthouse Road, Suite 300

Vienna, VA 22182




and any other entity designated by Notice from one party to the other from time
to time. In the event that notice is sent by certified mail, said notice will
deemed to have been sent two (2) business days after said notice is placed in
the mail by the Sender.


31.  BROKERS. 



     Landlord and Tenant represent to each other that neither has dealt with
any broker or agent in connection with this Lease other than as named in
Article 1 (c) hereof. Each party represents and warrants that there are no
claims for brokerage commissions or finder’s fees in connection with the
execution of this Lease, except as provided in Article 1(c) hereof Landlord
agrees to indemnify and hold Tenant harmless from all liabilities arising from
any such claim for commission (including, without limitation, the cost of legal
fees in connection therewith) as a result of Landlord’s dealings in connection
with this Lease, and Tenant agrees to indemnify and hold Landlord harmless for
all liabilities arising from any such claim for commission (including without
limitation, the cost of legal fees in connection therewith) as a result of
Tenant’s dealings in connection with this Lease. All parties acknowledge that
Transwestern Commercial Services has acted on behalf of the Tenant and Dittmar
Company has acted on behalf of Owner in connection with this Lease.


32.  QUIET ENJOYMENT. 



     Upon payment by Tenant of all items of Base Rent, Additional Rent, and any
and all other sums to be paid by Tenant to Landlord hereunder, and the
observance and fulfillment of all the terms, covenants, and conditions to be
observed and performed by Tenant, Tenant shall have the peaceful and quiet use
of the Demised Premises, and all rights, servitude’s, and privileges belonging,
or in anywise appertaining thereto or granted thereby, for the Term of this
Lease, without hindrance or interruption by Landlord subject nevertheless to
the terms and conditions of this Lease and to any mortgage, deed of trust,
ground lease, or agreement to which this Lease, and/or Landlord’s interest in
the Project are subordinate. Landlord warrants that it has full right and
authority to enter into this Lease for the full term hereof.


33.  HOLDING OVER. 



     In the event that Tenant shall not immediately surrender the Demised
Premises on the date of expiration of the Term hereof with Landlord’s prior
written consent, then Tenant shall, by virtue of the provisions hereof, become
a month-to-month Tenant at one hundred and ten percent (110%) of the monthly
installment of Base Rent in effect during the last month of the Term of this
Lease (“Holdover Rent”), which said month-to-month tenancy shall commence with
the first day after the expiration of the Term of this Lease. In the event
that Tenant shall not immediately surrender the Demised Premises on the date of
expiration of the Term hereof without Landlord’s prior written consent, then
Tenant shall, by virtue of the provisions hereof, become a month-to-month
Tenant at one hundred seventy five percent ( 175%) of the monthly installment
of Base Rent in effect during the last month of the Term of this Lease
(“Alternative Holdover Rent”), which said month-to-month tenancy shall commence
with the first day after the expiration of the Term of this Lease. The Tenant
as a month-to-month Tenant shall be subject to all of the conditions and
covenants of this Lease, except that the initial amount of Holdover Rent, or
Alternative Holdover Rent as the case may be, shall be the sum provided in this
Article 33, as though the same had originally been a month-to-month tenancy.
Landlord shall give to Tenant at least thirty (30) days’ Notice to quit the
Demised Premises, except in the event of nonpayment of Holdover Rent, or
Alternative Holdover Rent as the case may be, in which event Tenant shall not
be entitled to any Notice to quit, the usual thirty (30) days’ Notice to quit
being hereby expressly waived. Notwithstanding the foregoing provisions of
this Article, in the event that Tenant shall holdover after the expiration of
the Term of this Lease, then at any time prior to Landlord’s acceptance of full
Holdover Rent, or Alternative Holdover Rent as the case may be, from Tenant as
a month-to-month Tenant hereunder, Landlord, at its option may forthwith
re-enter and take possession of the Demised Premises without process, or by any
legal process in force in the state in which the Demised Premises are located.
Acceptance of any holdover rent shall not be considered a waiver of this
paragraph.


34.  SUBORDINATION. 



     This Lease is automatically subject and subordinate to all ground or
underlying leases. Tenant agrees (i) to subordinate its interest in this Lease
to all mortgages and/or deeds of trust which may now or hereafter affect such
leases or the Building, and to all renewals, modifications, consolidations,


22






 


replacements, and extensions thereof; (ii) to attorn to any such mortgagee or
trustee or purchaser at foreclosure or trustee’s sale, this Lease shall
continue in full force and effect for the remainder of the Term. Tenant
covenants and agrees that it will, at the written request of the party secured
by any such mortgage or deed of trust, execute, acknowledge, and deliver any
reasonable instrument that has for its purpose and effect the subordination of
said mortgage or deed of trust to the Leasehold estate, or any reasonable
instrument required by mortgager or any potential mortgagee. In the event of
Tenant’s failure to do so within ten (10) days after Landlord so requests,
Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to
execute any such instrument for and on behalf of Tenant. Landlord shall use
commercially reasonable efforts to get a Subordination and Non-Disturbance
Agreement from the existing Mortgagee and any future mortgagees.


35.  MISCELLANEOUS.



     (a)  Choice of Law: The laws of the Commonwealth of Virginia shall
govern the validity, performance, and enforcement of this Lease.


     (b)  Force Majeure: In the event Landlord or Tenant shall be
delayed, hindered in, or prevented from the performance of any act required
hereunder by reason of strikes, lock-outs, labor troubles, inability to procure
materials, failure of power, restrictive governmental laws or regulations,
riots, insurrection, the act of war, terrorist action, failure to act, or
default of Tenant, or Landlord, or other reason beyond Landlord’s or Tenant’s
control, then performance of such act shall be excused for the period of the
delay and the period for the performance of any such act shall be extended for
a period equivalent to the period of such delay. Notwithstanding, the
requirement to pay Rent and other charges by Tenant shall not be excused under
this paragraph 35(b).


     (c)  Recording: Tenant shall, at the request of Landlord, execute a
short-form Lease and have it properly acknowledged for purpose of recording.
Such short-form Lease shall have included therein such of the provisions hereof
as may be requested by Landlord, but shall not include the amount of Rent
payable hereunder. The cost of recording such short-form Lease (including all
stamp, conveyance, and other taxes incident thereto) shall be borne by
Landlord.


     (d)  Effective as a Lease: The Landlord’s submission of this Lease
for examination does not constitute a reservation of, or option for or offer to
lease the Demised Premises. This Lease becomes effective as a lease only upon
its execution by Landlord and Tenant.


     (e)  No Partnership: Nothing contained in this Lease shall be deemed
or construed to create a partnership or joint venture of or between Landlord
and Tenant, or to create any other relationship between parties hereto other
than that of Landlord and Tenant.


     (f) 
WAIVER OF A JURY TRIAL: LANDLORD AND TENANT HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER ON OR IN RESPECT OF ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE DEMISED
PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.


     (g)  Invalidity of Particular Provisions: If any provision of this
Lease or the application thereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Lease, or the
application of such provision to persons or circumstances other than those to
which it is invalid or unenforceable, shall not be affected thereby, and each
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law. Whenever any provision shall be capable of more than one
interpretation, one of which shall render the provision invalid, void, or
illegal and one of which shall render it valid or legal, the interpretation
given to such provision shall be that which renders the provision valid or
legal.


     (h)  Attorney’s Fees:  In the event that Landlord incurs any legal
fees in connection with enforcing any provision of this Lease or in defending
any claims by Tenant under this Lease and prevails, Tenant shall pay Landlord
the reasonable attorney fees incurred as Additional Rent. In the event that
Tenant incurs any legal fees in defending any claims by Landlord under this
Lease and prevails, Landlord shall pay Tenant reasonable attorney fees
incurred. In the event of any litigation arising between Landlord and Tenant,
upon final judgment and award of a court of competent jurisdiction, the
prevailing party shall be entitled to recover, in addition to other amounts
awarded under such judgement, reasonable attorney fees.


23






 


     (i)  Mutual Covenants: Each of the covenants on the part of Tenant
to pay rent and due performance thereof shall be considered and construed as a
condition precedent to the obligations on the part of the Landlord.


     (j)  Gender and Number: Feminine or neuter pronouns shall be
substituted for those of the masculine form, and the plural shall be
substituted for the singular number, in any place or places herein which the
context may require such substitution. All paragraph headings and the index are
for convenience of reference only and do not affect meaning.


     (k)  Benefit and Burden: The provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and each of
their respective representatives, successors, executors, administrators, heirs
and/of assigns, subject to prohibition of assignment in Article 27 hereof.
Landlord may freely and fully assign its interest hereunder, upon written
Notice to Tenant.


     (1)  Entire Agreement: This Lease, together with the Exhibits
attached hereto, contains and embodies the entire agreement of the parties
hereto, and no representations, inducements, or agreements, oral or otherwise,
between the parties not contained in this Lease and the Exhibits shall be of
any force and effect. This Lease may not be modified, changed or terminated in
whole or in part in any manner other than by an agreement in writing duly
signed by both parties hereto.


     (m)  Corporate Tenant: If Tenant signs as a corporation solely or
with others as joint tenants, each of the persons executing this lease on
behalf of Tenant does hereby covenant and warrant that Tenant is a fully
authorized and existing corporation, qualified to do business in the
Commonwealth of Virginia and the County of Fairfax, that the corporation has
full right and authority to enter into this Lease and that each of the persons
signing on behalf of the corporation are authorized to do so. At the time this
Lease is executed, Tenant shall present to Landlord a resolution duly passed by
the corporation authorizing this Lease


     (n)  Sale: In the event the original Landlord hereunder or any
successor owner of the Building shall sell or convey the Building all
liabilities and obligations on the part of the original Landlord or such
successor owner under this Lease accruing thereafter shall terminate, provided
that as an express condition of such sale, the new owner shall assume all
existing and future liabilities and obligations of the original Landlord or
such successor owner of the Building, and thereupon all such liabilities and
obligations shall be binding to the new owner. Tenant agrees to attorn to such
new owner. However, in the event of any conflict between the provisions of
this Article 35(n) and Article 34 hereof, the provisions of Article 34 shall
govern.


     (o)  Tenant’s Objection: Tenants failure to object in writing to any
statement, invoice or billing rendered by Landlord within Thirty (30) days of
receipt thereof shall constitute Tenants acquiescence to the terms thereof and
Tenants agreement to pay pursuant to the terms of said statement, invoice or
billing, except as provided for in Article 6 herein.


     (p)  Guaranty: Intentionally deleted.



     (q)  Occupancy Permit: The Landlord with Tenant cooperation shall
be responsible for applying for and obtaining an occupancy permit from Fairfax
County, Virginia.


     (r)  Captions and Headings: Captions and Headings are for
convenience and reference only.


36.  PARKING:



Landlord shall provide Tenant with undesignated parking spaces, based upon 3.6
parking spaces per 1,000 rentable square feet of rented space in the Building,
in the surface parking lot comprising a portion of the property. In addition
Landlord shall designate five (5) parking spaces adjacent to the Demised
Premises as “Bank Parking Only”.



37.  RESERVATION.



24






 


     (a)  Landlord’s Rights: Landlord hereby reserves to itself and its
successors and assigns the following rights (all of which are hereby consented
to by Tenant): (i) upon thirty (30) days written notice to Tenant to
change the street address and/or name of the Building and/or the arrangement
and/or location of entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets, or other public parts of the Building provided
that none of the changes materially interferes with Tenants business
operations; (ii) to erect, use, and maintain pipes and conduits in and through
the Demised Premises that do not unreasonably interfere with the conduct of
Tenant’s business; (iii) to change and relocate all roads, driveways, and
parking areas of the Project without affecting the required parking spaces
under Fairfax County zoning ordinance; and (iv) to manage the Building (or to
have others manage the Building). Landlord may exercise any or all of the
foregoing rights without being deemed to be guilty of an eviction, actual or
constructive, or a disturbance or interruption of the business of Tenant or
Tenant’s use or occupancy of the Demised Premises.


38.  FINANCIAL INFORMATION, ESTOPPEL CERTIFICATE, AMENDMENT OF LEASE.



     (a)  Tenant shall at any time and from time to time within ten (10) days of
written request by Landlord deliver to Landlord any and all of the following:


     (1)  Such financial information concerning Tenant and Tenant’s business
operations as may be reasonably requested in writing by Landlord for any
mortgagee or prospective mortgagee or purchaser of the Building, and in the
event of such request, the person or entity to whom the information is provided
must agree in writing to keep such financial information strictly confidential;


     (2)  An executed and acknowledged written declaration in recordable form
(a) ratifying this Lease; (b) expressing the commencement and termination dates
thereof; (c) certifying that this Lease is in full force and effect and has not
been assigned, modified, supplemented, or amended (except by such writing as
shall be stated and attached ); (d) certifying that, to the extent of Tenant’s
knowledge, all conditions under this Lease to be performed by Landlord have
been satisfied or stating those which have not; (e) certifying whether there
are any defenses or offsets against the enforcement of this Lease by the
Landlord, or stating those claimed by Tenant; (f) certifying the amount, of
advance rent (to include classification of Rent under the terms of this Lease),
if any (or none if such is the case), paid by Tenant; and (g) certifying the
date to which Rent has been paid; and


     (3)  An executed and acknowledged instrument amending this Lease in such
respects as may be required by any mortgagee under any said mortgage, or by
errors herein, provided that any such amendment shall not materially alter or
impair any of the terms, conditions, rights and remedies of Tenant under this
Lease.


     (b)  Any financial information delivered pursuant to this Article and any
statement delivered pursuant to this Article may be relied upon only by any
mortgagee or prospective mortgagee, or any purchaser to whom it is delivered by
Tenant; provided, however, that any such financial information and any such
statement shall be utilized only for bona fide business reasons related to such
mortgage and/or obtaining thereof or the ownership of the Landlord’s property,
and shall not be further publicly distributed by the Landlord. Tenant hereby
constitutes Landlord as Tenant’s attorney-in-fact to execute any estoppel
certificate for and on behalf of Tenant in the event that Tenant fails to
execute any estoppel certificate
required hereunder.


39.  HAZARDOUS MATERIAL.



     (a)  As used herein, the term “Hazardous Material” means any hazardous or
toxic substance, material, or waste, including, but not limited to, those
substances, materials, and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, or such substances, materials, and wastes that are or
become regulated under any applicable local, state, or federal law, excluding
customary and reasonable chemicals and products used in the office environment
such as cleaning products, printer cartridges and reproduction supplies, ink
and similar products.


     (b)  Compliance with laws: Tenant, at Tenant’s expense, shall comply
with all laws, rules, orders, ordinances, directions, regulations, and
requirements of federal, state, county, and municipal authorities pertaining to
Tenant’s use of the Demised Premises and with the recorded covenants,
conditions, and restrictions, regardless of when they become effective,
including, without limitation, all applicable federal, state, and local laws,
regulations, or ordinances pertaining to air and water quality, Hazardous
Materials (as herein defined), waste disposal, air emissions, and other
environmental matters, all zoning and other land use matters, and utility
availability, and with any direction of any public officer or officers,
pursuant to


25






 


law, which shall impose any duty upon Landlord or Tenant with
respect to the use or occupation of the Demised Premises.


     (c)  Use of Hazardous Material: Tenant shall not cause or permit any
Hazardous Material to be brought upon, kept, or used in or about the Demised
Premises by Tenant, its agents, employees, contractors, or invitees without the
prior written consent of Landlord, which Landlord shall not unreasonably
withhold as long as Tenant demonstrates to Landlord’s reasonable satisfaction
that such Hazardous Material is necessary or useful to Tenant’s business and
will be used, kept, and stored in a manner that complies with all laws
regulating any such Hazardous Material so brought upon or used or kept in or
about the Demised Premises.


If Tenant breaches the obligations stated in the preceding sentence, or if the
presence of Hazardous Material on the Demised Premises caused or permitted by
Tenant results in contamination of the Demised Premises, or if contamination of
the Demised Premises by Hazardous Material otherwise occurs for which Tenant is
legally liable to Landlord for damage resulting therefrom, then Tenant shall
indemnify, defend, and hold Landlord harmless from any and all claims,
judgements, damages, penalties, fines, costs, liabilities, or losses
(including, without limitation, diminution in value of the Demised Premises,
damages for the loss or restriction on use of rentable or usable space or of
any amenity of the Demised Premises, damages arising from any adverse impact on
marketing of space, and sums paid in settlement of claims, attorneys’ fees,
consultant fees, and expert fees) which arise during or after the Lease Term as
a result of such contamination. This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal, or
restoration work required by any federal, state, or local governmental agency
or political subdivision because of Hazardous Material present in the soil or
ground water on or under the Demised Premises. Without limiting the foregoing,
if the presence of any Hazardous Material on the Demised Premises caused or
permitted by Tenant results in any contamination of the Demised Premises,
Tenant shall promptly take all actions at its sole expense as are necessary to
return the Demised Premises to the conditions existing prior to the
introduction of any such Hazardous Material to the Demised Premises; provided
that Landlord’s approval of such actions shall first be obtained, which
approval shall not be unreasonably withheld so long as such actions would not
potentially have any material adverse long-term or short-term effect on the
Demised Premises. The foregoing indemnify shall survive the expiration or
earlier termination of this lease.


     (d)  Disclosure: At the commencement of this Lease, and on January 1
of each year thereafter (each such date being hereafter called “Disclosure
Dates”), including January 1 of the year after the termination of this Lease,
Tenant shall disclose to Landlord the names and amounts of all Hazardous
Materials, or any combination thereof, which were stored, used, or disposed of
on the Demised Premises, or which Tenant intends to store, use, or dispose of
on the Demised Premises.


     (e)  Inspection: Landlord and its Agents shall have the right, but
not the duty, to inspect the Demised Premises at any time to determine whether
Tenant is complying with the terms of this Lease. If Tenant is not in
compliance with this Lease. Landlord shall have the right to immediately enter
upon the Demised Premises to remedy any contamination caused by Tenants failure
to comply notwithstanding any other provision of this Lease. Landlord shall
use its best efforts to minimize interference with Tenants business but shall
not be liable for any interference caused thereby.


     (f)  Default: Any default under this Article 38 shall be a material
default enabling Landlord to exercise any of the remedies set forth in this
Lease.


40.  EXCLUSIVE RIGHTS: Tenant shall have the exclusive right to lease
and to specifically operate a Bank Branch in the Building. No other
commercial bank, thrift savings or credit union bank collectively “Financial
Service Institutions” shall be permitted to lease space in the Building for
the specific operation of a branch bank throughout the lease term and any
renewal terms. This right is specific to the Tenant it successors and assigns
and shall be null and void if for any reason Tenant ceases to operate a branch
bank at the Premises or in the Building. In addition Landlord may not lease
space in the Building in excess of 5,000 square feet to a Financial Service
Institution for a mortgage lending operation.


41.  CONTINGENCY: This Lease is contingent upon Alliance Bank
Corporation receiving regulatory approval from the State Corporation
Commission-Bureau of Financial Institutions. In the event approval of the
application is denied Tenant, this lease shall terminate and Tenant will have
no financial obligation to Landlord. Tenant shall submit its application
within ten (10) days of lease execution and make every effort to secure
regulatory approval within ninety (90) days of Lease execution.



42.  SECURITY: Tenant, as a financial services institution, is
entitled, at its own expense, to install, maintain and operate customary
security and related


26






 


systems for the Demised Premises. Landlord shall have the
right to review and approve any such security system and such approval will not
be unreasonable withheld or delayed. Notwithstanding Article 16 or any other
provision of this Lease, Tenant shall not be required to provide Landlord with
keys, electronic codes or similar information necessary to access sensitive
areas of Tenant’s business, including, without limitation, the vault to be
maintained by Tenant on the Demised Premises.



 


[SIGNATURE LINES APPEAR ON NEXT PAGE]



27






 



     IN WITNESS WHEREOF, the respective parties hereto have executed and
sealed this Lease or caused this Lease to be executed and sealed by their duly
authorized representatives the day and year first hereinafter written.



	 	LANDLORD: 8221 Old Courthouse Road, L.C.




	Witness:	 




	By: /s/ France B. Jeffrey  	By:   /s/ Robert M. Bushkoff

Title:   Authorized Agent

Date:  July 30, 2003 



 


	 	TENANT: ALLIANCE BANK CORPORATION




	Witness:	 




	By:   /s/ Douglas R. Peterson   	By:   /s/ Paul M. Harbolick, Jr. 

Title:  EVP

Date:  July 28, 2003 



28






 



EXHIBIT A



FLOOR PLAN



 

 

29






 





EXHIBIT B



DESCRIPTION OF LANDLORD’S WORK

ALLIANCE BANK CORPORATION SUITE 100

8221 OLD COURTHOUSE ROAD

Vienna, VA 22182



Tenant Improvements: None required.


 

 


30






 



ADDENDUM A-1



Base Rent for the Extension Term will be Fair Market Value, as defined
hereafter. “Fair Market Value” is the rental rate charged for comparable space
as the Premises occupied under this Lease by Tenant, as may be applicable,
taking into account the size, location, location in the Building, and terms of
this Lease, including, without limitation, rental escalation and expense stop
terms and other concessions then prevalent in the market. Within thirty (30)
days of the exercise of each Option to Extend, Landlord shall notify Tenant of
its determination of Fair Market Value.


     If Tenant disputes Landlord’s determination of Fair Market Value, Tenant
shall notify Landlord within ten (10) days following Landlord’s notice to
Tenant and such dispute shall be resolved as follows:


     (i)    Within thirty (30) days following Landlord’s notice to Tenant of Fair
Market Value, Landlord and Tenant shall meet no less than two (2) times, at a
mutually agreeable time and place, to attempt to resolve any disagreement.


     (ii)    If within this thirty (30) day period, Landlord and Tenant cannot
reach agreement as to Fair Market Value, they shall each select a broker with
at least ten (10) years experience in the Northern Virginia Market (“Broker”)
to arrive at a determination of Fair Market Value and submit his conclusions in
writing to Landlord and Tenant within thirty (30) days of the expiration of the
thirty (30) days consultation period described in (i) above.


     (iii)    If only one appraisal is submitted within the requisite period of
time, it shall be deemed the Fair Market Value. If both appraisals are
submitted within such time period, and if the two appraisals differ by less
than ten percent (10%) of the higher of the two, the average of the two
appraisals shall be deemed Fair Market Value. If the two appraisals differ by
more than ten percent (10%) of the higher of the two, then the two Brokers
shall immediately select a third Broker who will within thirty (30) days of the
Broker’s selection make a determination of Fair Market Value and submit such
determination to Landlord and Tenant. This third appraisal shall then be
averaged with the closer of the two previous appraisals and the result shall be
Fair Market Value.


     (iv)    Each party shall pay the cost of the Broker selected by such party,
and one-half of the cost of the third appraiser determining the Fair Market
Value.


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EXHIBIT C



RULES AND REGULATIONS



1.  The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, halls, and other parts of the Building not exclusively
occupied by any tenant shall not be obstructed or encumbered by any tenant or
used for any purpose other than ingress and egress to and from each tenant’s
premises. Landlord shall have the right to control and operate the public
portions of the Building, and the facilities furnished for common use of the
tenants, in such manner as Landlord deems best for the benefit of the tenants
generally. No tenant shall permit the visit to its premises of persons in such
numbers or under such conditions as to interfere with the use and enjoyment of
the entrances, corridors, elevators, and other public portions or facilities of
the Building by other tenants.


2.  No awnings or other projections shall be attached to the outside walls of
the Building without the prior written consent of Landlord. No drapes, blinds,
shades, or screens shall be attached to or hung in, or used in connection with,
any window or door of the premises, without the prior written consent of
Landlord.


3.  No showcases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the halls, corridors, or
vestibules without the prior written consent of Landlord.


4.  The water and wash closets and other plumbing fixtures shall not be used for
any purposes other than those for which they were constructed, and no debris,
rubbish, rags, or other substances shall be thrown therein. All damage
resulting from any misuse of the fixtures shall be borne by the tenant who, or
whose servants, employees, agents, visitors, or licensees, shall have caused
the same.


5.  There shall be no marking, painting, drilling into or defacement of the
Building or any part of the premises that is visible from public areas of the
Building. Tenants shall not construct, maintain, use, or operate within their
respective premises any electrical devise, wiring, or apparatus in connection
with a loud speaker system or other sound system, except as reasonably required
as part of a communication system approved prior to the installation thereof by
Landlord. No such loud speaker or sound system shall be constructed,
maintained, used, or operated outside of the premises.


6.  No bicycles or vehicles and no animals except seeing eye dogs, birds, or
pets of any kind shall be brought into or kept in the Building or any tenant’s
premises. No cooking or heating of food, except by microwave or toaster oven,
shall be done or permitted by any tenant on its premises. No tenant shall cause
or permit any unusual or objectionable odors to be produced upon or permeate
from its premises.


7.  No space in the Building shall be used for the manufacture of goods for sale
in the ordinary course of business, or for the sale at auction of merchandise,
goods, or property of any kind. Furthermore, the use of its premises by any
tenant shall not be changed without the prior approval of Landlord. It is
understood that electronic research and development and light assembly shall be
permitted.


8.  No tenant shall make any unseemly or disturbing noises or disturb or
interfere with occupants of this or neighboring buildings or premises or those
having business with them, whether by the use of any musical instrument, radio,
talking machine, whistling, singing, or in any other way. No tenant shall throw
anything out of the doors or windows or down the corridors or stairs of the
Building.


9.  No flammable, combustible, or explosive fluid, chemical, or substance,
except ordinary cleaning supplies, shall be brought into or kept upon the
premises.


10.  No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any tenant, nor shall any changes be made in any existing
locks or the locking mechanism therein, without Landlord’s prior written
approval. The doors leading to the corridors or main halls shall be kept closed
during business hours except as they may be used for ingress or egress. Each
tenant shall, upon the termination of its tenancy, restore to the Landlord all
keys of stores, offices, storage, and toilet rooms either furnished to, or
otherwise procured by, such tenant, and in the event of the loss of any keys so
furnished, such tenant shall pay to Landlord the replacement cost thereof.


11.  Landlord reserves the right to inspect all freight to be brought into the
Building and to exclude from the Building all freight, which violates any of


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these rules and regulations or the Lease.


12.  No tenant shall pay any employee on the premises, except those actually
working for such tenant at the tenant’s premises.


13.  Landlord reserves the right to exclude from the Building at all times any
person who is not known or does not properly identify himself to the Building
management or watchman on duty. Landlord may, at its option, require all
persons admitted to or leaving the Building between the hours of 7:00 p.m. and
7:30 a.m., Monday through Friday, and at any hour on Saturdays, Sundays, and
legal holidays, to register. Each tenant shall be responsible for all persons
for whom it authorizes entry into the Building, and shall be liable to Landlord
for all acts or omissions of such persons.


14.  The premises shall not, at any time, be used for lodging or sleeping
of for any immoral or illegal purpose.


15.  Each tenant, before closing and leaving the premises at any time,
shall see that all lights are turned off. Tenant shall maintain at all
times sufficient heat in the premises to prevent damage due to cold
temperature.


16.  Landlord’s employees shall not perform any work or do anything outside
of their regular duties, unless under special instruction from the
management of the Building. The requirements of tenants will be attended
to only upon application to Landlord, and any such special requirements
shall be billed to Tenant in accordance with the schedule of charges
maintained by Landlord from time to time or at such charge as is agreed
upon in advance by Landlord and Tenant.


17.  Canvassing, soliciting, and peddling in the Building is prohibited and
each tenant shall cooperate to prevent same.


18.  There shall not be used in any space, or in the public halls of the
Building, either by any tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards. Tenant shall be responsible to Landlord for any
loss or damage resulting from any deliveries made by or for Tenant to the
Building.


19.  Mats, trash, or other objects shall not be placed in the public
corridors of the Building.


20.  Landlord does not maintain suite finishes which are non-standard, such
as computer rooms, kitchens, bathrooms, wallpaper, special lights, etc.
However, should the need arise for repairs of items not maintained by
Landlord, Landlord will arrange for the work to be done at Tenant’s
expense.


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EXHIBIT D



NOTICE OF COMMENCEMENT OF LEASE



This Notice of Commencement of Lease
is made ________________, ____, by 8221 OLD COURTHOUSE ROAD, L.C. (“Landlord”), to
______________________(“Tenant”) who agree as
follows:


1.  Landlord and Tenant entered into a lease dated
in which Landlord leased to Tenant and Tenant leased from Landlord the
premises described in Article 1 of said Lease (“Demised Premises”). All
capitalized terms herein are as defined in the Lease.


2.  Pursuant to the Lease, Landlord and Tenant agreed to and do hereby confirm
the following matters as of the Commencement of the Term:


     a.
__________, ____, is
the Commencement Date of the Term of the Lease:


     b. __________, ____, is
the expiration date of the Term of the Lease;


     c.  The Rentable Area of the Premises is
________ square
feet;


     d.  The Rentable Area of the Building is ________ square
feet;


     e.  Tenant’s Share is ________.



3.  Tenant confirms that:


     a.  It has accepted possession of the Premises as provided in the Lease;


     b.  The Improvements required to be furnished by Landlord under the Lease
have been furnished (subject to any corrective work or punch-list items of
which Tenant has notified Landlord in accordance with the Lease);


     c.  Landlord has fulfilled all its duties of an inducement nature;


     d.  The Lease is in full force and effect and has not been modified,
altered, or amended, except as follows:


     e.  There are not setoffs or credits against Rent, and no Security Deposit or
prepaid rent has been paid except as provided by the Lease;


4.  The provisions of this Notice of Commencement of Lease shall inure to the
benefit, or bind, as the case may require, the parties and their respective
successors and assigns, subject to the restrictions on assignment and
subleasing contained in the Lease.



	 	Initials: __________

Landlord: _________

Tenant: __________



5.  Tenant Contact:
________________________ Phone No. ________________________

                  
                 
           (please print)


 

 

projects/8221 Old Courthouse Rd/alliance bank lease final 7-28-03




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