<PAGE>
                                                                    EXHIBIT 10.1

                            FIRST CENTRAL TOWER LEASE

                               FIRST CENTRAL TOWER


                             OFFICE LEASE AGREEMENT

                                     BETWEEN

                         OSPREY S.P. PROPERTIES, L.L.C.,
                       a Florida limited liability company
                                  ("LANDLORD")

                                       AND
                                 REPUBLIC BANK,
                    a commercial bank organized and existing
                     under the laws of the State of Florida
                                   ("TENANT")

                                 APRIL 10, 2003

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                     <C>
I.       Basic Lease Information; Definitions. .....................    1
II.      Lease Grant/Renewal Option. ...............................    6
III.     Substantial Completion; Delivery. .........................    8
IV.      Additional Base Rental. ...................................   10
V.       Use; Access. ..............................................   15
VI.      Intentionally Deleted. ....................................   16
VII.     Services to be Furnished by Landlord. .....................   16
VIII.    Leasehold Improvements. ...................................   17
IX.      Signage; Naming Rights. ...................................   18
X.       Repairs and Alterations. ..................................   19
XI.      Use of Electrical Services by Tenant. .....................   21
XII.     Entry by Landlord. ........................................   21
XIII.    Assignment and Subletting. ................................   22
XIV.     Liens. ....................................................   23
XV.      Indemnity and Waiver of Claims. ...........................   24
XVI.     Tenant's Insurance. .......................................   26
XVII.    Subrogation. ..............................................   27
XVIII.   Landlord's Insurance. .....................................   27
XIX.     Casualty Damage. ..........................................   28
XX.      Intentionally Deleted. ....................................   29
XXI.     Condemnation. .............................................   29
XXII.    Events of Default by Tenant. ..............................   29
XXIII.   Remedies. .................................................   30
XXIV.    Landlord Default. .........................................   32
XXV.     Limitation of Liability. ..................................   32
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                    <C>
XXVI.    Intentionally Deleted.......................................  32
XXVII.   No Waiver...................................................  32
XXVIII.  Event of Bankruptcy.........................................  33
XXIX.    Waiver of Jury Trial........................................  34
XXX.     Intentionally Deleted.......................................  34
XXXI.    Holding Over................................................  34
XXXII.   Subordination to Mortgages; Estoppel Certificate............  34
XXXIII.  Attorneys' Fees and Costs...................................  35
XXXIV.   Notice......................................................  35
XXXV.    Waiver of Landlord's Lien...................................  36
XXXVI.   Excepted Rights ............................................  36
XXXVII.  Surrender of Premises.......................................  37
XXXVIII. Miscellaneous...............................................  37
XXXIX.   Entire Agreement............................................  39

Exhibit A-1   - Outline and Location of Lobby/Branch Space
Exhibit A-2   - Outline and Location of Office Space on 16/th/ and 17/th/ Floors
Exhibit A-3   - Outline and Location of Office Space on First Floor
Exhibit A-4   - Legal Description of Property
Exhibit B     - Building Rules and Regulations
Exhibit C     - Commencement Letter
Exhibit D     - Work Letter Agreement
Exhibit E     - Additional Provisions
Exhibit F     - Parking Agreement
Exhibit G     - Janitorial Specifications
Exhibit H     - Basic Costs Exclusions
Exhibit I     - Subordination and Non-Disturbance Agreement
Exhibit J     - Memorandum of Lease
</TABLE>
                                       ii

<PAGE>

                             OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the
10th day of April, 2003, by and between OSPREY S.P. PROPERTIES, L.L.C., a
Florida limited liability company ("Landlord") and REPUBLIC BANK, a commercial
bank organized and existing under the laws of the State of Florida ("Tenant").

I. Basic Lease Information; Definitions.

The following are some of the basic lease information and defined terms used in
this Lease:

     1.  "Additional Base Rental" shall mean Tenant's Pro Rata Share of Excess
     Basic Costs payable in accordance with Article IV and any other sums
     (exclusive of Base Rental) that are required to be paid by Tenant to
     Landlord hereunder, which sums are deemed to be additional rent under this
     Lease. Additional Base Rental and Base Rental are sometimes collectively
     referred to herein as "Rent".

     2.  "Base Rental" for the Premises shall be payable by Tenant, on the first
     day of each calendar month, as follows:

     a)  Base Rental for Lobby/Branch Space (as defined below):

     Lobby/Branch             Rate per Sq. Ft. of
     SpaceRentable Area of
     Rental Year                  the Premises               Monthly Amount
     -----------                  ------------               --------------

          1                         $37.00                   $ 8,522.33
          2                         $38.11                   $ 8,778.00
          3                         $39.25                   $ 9,040.58
          4                         $40.43                   $ 9,312.38
          5                         $41.64                   $ 9,591.08
          6                         $42.89                   $ 9,879.00
          7                         $44.18                   $10,176.13
          8                         $45.50                   $10,480.17
          9                         $46.87                   $10,795.72
         10                         $48.28                   $11,120.49
         11                         $49.72                   $11,452.17
         12                         $51.21                   $11,795.37
         13                         $52.75                   $12,150.08
         14                         $54.33                   $12,514.01
         15                         $55.96                   $12,889.45

     In addition to the foregoing, Tenant shall pay applicable State of Florida
     sales tax.

     b)  Tenant is not required to pay monthly Base Rental or Additional Base
     Rental during the period commencing on the Lobby/Branch Space Commencement
     Date and continuing through the fourteenth (14/th/) full calendar month
     thereafter (i.e., prior to the beginning of the first Lobby/ Branch Space
     Rental Year). "Lobby/Branch Space Rental Year" means, with respect to the
     first Lobby/Branch Space Rental Year, a period commencing on the first
     (1/st/) day of the

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<PAGE>

         fifteenth (15/th/) full calendar month after the Lobby/Branch Space
         Commencement Date and ending on the last day of the calendar month in
         which the first (1/st/) anniversary of the Office Space Commencement
         Date occurs, and as to each subsequent Lobby/Branch Space Rental Year,
         each successive twelve (12) month period thereafter.

         c) Base Rental for Office Space (as defined below):

<TABLE>
<CAPTION>
Office     Rate per Square                        Rate per Square
Space      Foot of Rentable                       Foot of Rentable
Rental     Area of the Premises                   Area of the Premises
Year       Located on Floors 16                   Located on the First
----       and 17 (i.e. 28,396                    Floor (i.e. 1,878
           Rentable Square Feet)   Monthly Amount Rentable Square Feet)  Monthly Amount
           ---------------------   -------------- ---------------------  --------------
<S>          <C>                     <C>                  <C>                  <C>
1             $17.00                 $40,227.67           $20.00               $3,130.00
2             $17.51                 $41,434.50           $20.60               $3,223.90
3             $18.04                 $42,688.65           $21.22               $3,320.93
4             $18.58                 $43,966.47           $21.85               $3,419.53
5             $19.14                 $45,291.62           $22.51               $3,522.82
6             $19.71                 $46,640.43           $23.19               $3,629.24
7             $20.30                 $48,036.57           $23.88               $3,737.22
8             $20.91                 $49,480.03           $24.60               $3,849.90
9             $21.54                 $50,970.82           $25.34               $3,965.71
10            $22.19                 $52,508.94           $26.10               $4,084.65
11            $22.86                 $54,094.38           $26.88               $4,206.72
12            $23.55                 $55,727.15           $27.68               $4,331.92
13            $24.26                 $57,407.25           $28.52               $4,463.38
14            $24.99                 $59,134.67           $29.37               $4,596.41
15            $25.74                 $60,909.42           $30.25               $4,734.13
</TABLE>

         In addition to the foregoing, Tenant shall pay applicable State of
         Florida sales tax.

         d) With respect to the 16/th/ and 17/th/ Floors, Tenant is not required
         to pay monthly Base Rental or Additional Base Rental during the period
         commencing on the Office Space Commencement Date and continuing through
         the tenth (10/th/) full calendar month thereafter (i.e., prior to the
         beginning of the first Office Space Rental Year). "Office Space Rental
         Year" with respect to the 16/th/ and 17/th/ Floors, means with respect
         to the first Office Space Rental Year, a period commencing on the first
         (1/st/) day of the eleventh (11/th/) full calendar month after the
         Office Space Commencement Date and ending on the last day of the
         calendar month in which the first (1/st/) anniversary of the Office
         Space Commencement Date occurs, and as to each subsequent Rental Year,
         each successive twelve (12) month period thereafter. In other words,
         the initial ten (10) months for the 16/th/ and 17/th/ Floors of the
         Office Space shall be without Base Rental or Additional Base Rental.
         Notwithstanding the foregoing, there shall be no free Base Rental or
         Additional Base Rental for that portion of the Office Space located on
         the 1/st/ Floor.

         3. "Building" shall mean the office building located at 360 Central
         Avenue, County of Pinellas, State of Florida, commonly known as First
         Central Tower.

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<PAGE>

     4.  The "Lobby/Branch Space Commencement Date," "Office Space Commencement
     Date," "Termination Date," and "Lease Term" shall have the meanings set
     forth below:

         a. The "Lobby/Branch Space Commencement Date" shall mean the later to
         occur of (1) the Lobby/Branch Space Target Commencement Date as defined
         herein and (2) the Lobby/Branch Space Substantial Completion Date (as
         defined in Article III.A. below). Notwithstanding the foregoing, on or
         before September 1, 2003, Landlord shall provide to Tenant, in writing,
         Landlord's good faith estimate of the anticipated Lobby/Branch Space
         Substantial Completion Date. Said date shall be a date no earlier than
         November 1, 2003 nor later than February 1, 2004 and, for purposes of
         this lease, shall be considered the "Lobby/Branch Space Target
         Commencement Date".

         b. The "Office Space Commencement Date" shall mean the later to occur
         of (1) the Office Space Target Commencement Date as defined herein and
         (2) the Office Space Substantial Completion Date (as defined in Article
         III.A. below). Notwithstanding the foregoing, on or before August 1,
         2004, Landlord shall provide to Tenant, in writing, Landlord's good
         faith estimate of the anticipated Office Space Substantial Completion
         Date. Said date shall be a date no earlier than October 1, 2004 nor
         later than November 30, 2004 and, for purposes of this lease, shall be
         considered the "Office Space Target Commencement Date".

         c. "Termination Date" means the last day of the calendar month in which
         the fifteenth (15/th/) anniversary of the Office Space Commencement
         Date occurs.

         d. "Lease Term" means the terms commencing on (i) the Lobby/Branch
         Space Commencement Date, with respect to the Lobby/Branch Space and
         (ii) the Office Space Commencement Date, with respect to the Office
         Space, and ending on the Termination Date.

         e. Notwithstanding anything in this Lease to the contrary, under no
         circumstances shall Tenant be required to accept possession of either
         the Lobby/Branch Space or the Office Space between the periods of
         December 1/st/ and January 20/th/ of any given year. If the
         Lobby/Branch Space Substantial Completion Date or Office Space
         Substantial Completion Date falls between (and including) December
         1/st/ and January 20/th/ of any given year, Tenant shall have the
         option, in its sole discretion, to delay the applicable Substantial
         Completion Date to the January 21/st/ immediately following such
         restricted period.

     5.  "Premises" shall mean, collectively, (a) the areas located on the 1/st/
     Floor of the Building and the drive-through areas as outlined on Exhibit
     A-1 (the "Lobby/Branch Space"), and (b) the entire 16/th/ and 17/th/ floors
     of the Building, as outlined on Exhibit A-2, and known as Suite #1600 and
     Suite #1700, respectively and the areas located on the 1/st/ Floor of the
     Building as outlined on Exhibit A-3 (collectively the "Office Space").
     Landlord estimates in good faith the "Rentable Area of the Premises" shall
     mean 2,764 rentable square feet for the first floor Lobby/Branch Space and
     28,396 rentable square feet for the 16/th/ and 17/th/ Floors and 1,878
     Rentable Square Feet for the 1/st/ Floor of the Office Space, totaling
     33,038 rentable square feet. Landlord hereby represents that the "Rentable
     Area of the Building" is Two Hundred Forty-Two Thousand Four Hundred
     Seventy Five (242,475) rentable square feet. Within thirty (30) days after
     the Lobby/Branch Space Commencement Date and within thirty (30) days after
     the Office Space Commencement Date, Tenant may, at its sole cost, cause a
     licensed Florida architect ("Tenant's Architect") to determine the rentable
     area of the Lobby/Branch Space and the Office Space in accordance with the
     BOMA Standards (as defined below) ("Tenant's Determination"). If the
     determination of the rentable area of either the Lobby/Branch Space or the
     Office Space in accordance with BOMA Standards differs from the estimated
     rentable square footages above, Landlord and Tenant

                                       3

<PAGE>
         will amend this Lease to adjust accordingly the rentable square footage
         of the Lobby/Branch Space and/or Office Space, as applicable, as well
         as the Base Rental, Tenant's Pro Rata Share, the Refurbishment
         Allowance (as defined in Article X), and all other matters in this
         Lease which are determined, calculated or otherwise affected by the
         rentable square footage of the Lobby/Branch Space or Office Space, as
         applicable. In the event that a report of licensed Florida architect
         engaged by Landlord ("Landlord's Architect") shall differ from the
         Tenant's Determination, based on the BOMA Standards, and Landlord
         provides written notice (the "Dispute Notice") to Tenant within thirty
         (30) days after Tenant provides Landlord with Tenant's Determination
         (the "Dispute Notice Date") detailing the basis for such dispute, the
         following dispute resolution procedure shall apply: (i) to the extent
         that the difference between the two (2) architects' measurements is
         less than a two percent (2%) differential, then the two (2)
         measurements shall be averaged or (ii) to the extent that the
         difference between the two (2) architects' measurements is greater than
         a two percent (2%) differential, then the Landlord's Architect and
         Tenant's Architect shall select a third architect who shall make a
         measurement of the Premises, based on the BOMA Standards, which
         measurement made by the third architect shall be averaged with the
         measurement made by the Landlord's Architect or the Tenant's Architect,
         whichever of the two shall be the closer in amount to that of the third
         architect, and such average shall be conclusively binding on each of
         Landlord and Tenant. The cost of the third architect shall be paid for
         by the party whose measurement varies the most from the measurement of
         the third architect. To the extent either of Landlord or Tenant owe
         monies to the other due to such adjustment of previously paid Base
         Rental and/or Additional Base Rental, such amount shall be either: (i)
         paid to Landlord by Tenant with the next upcoming monthly installment
         of Base Rental due (in the event that Tenant owes monies to Landlord)
         or (ii) credited against the next upcoming installment of monthly Base
         Rental (in the event that Landlord owes monies to Tenant). The "BOMA
         Standards" means the standard method for measuring floor area in office
         buildings approved June 7, 1996 by the American National Standards
         Institute, Inc. and the Building Owners and Managers Association
         International ("ANSI/BOMA Z65.1-1996"). Relative to the Lobby/Branch
         Space, in the event the Tenant fails to provide Landlord with the
         Tenant's Determination within thirty (30) days following the
         Lobby/Branch Space Commencement Date, the square footages referenced
         herein as they relate to the Lobby/Branch Space shall be considered
         conclusive, notwithstanding any actual variation or subsequent
         determination. Relative to the Office Space, in the event the Tenant
         fails to provide Landlord with the Tenant's Determination within thirty
         (30) days following the Office Space Commencement Date, the square
         footages referenced herein as they relate to the Office Space shall be
         considered conclusive, notwithstanding any actual variation or
         subsequent determination.

         6. "Permitted Use" shall mean all uses consistent with a state or
         federally chartered banking institution with a drive-through, and all
         related uses, and any other legal use permitted by a banking
         institution or any subsidiary or affiliate thereof.

         7. Subject to the remeasurement provisions in Article I.5. above,
         "Tenant's Pro Rata Share" shall mean 1.140% as it relates to the
         Lobby/Branch Space and 12.4854% as it relates to the Office Space (a
         total of 13.6254%) which is the quotient (expressed as a percentage),
         derived by dividing the Rentable Area of the Premises by the Rentable
         Area of the Building. Tenant's Pro Rata Share will be adjusted at such
         times as Tenant expands or contracts the Premises, as provided for in
         this Lease.

         8. "Notice Addresses" shall mean the following addresses for Tenant and
         Landlord, respectively:

Tenant: Prior to the Office Space Commencement Date notices shall be sent to
Tenant at the following address:

           111 2/nd/ Avenue, N.E.
           Suite 300

                                       4

<PAGE>
                St. Petersburg, Florida 33701
                Attention: Tina Gruber

On and after the Office Space Commencement Date, notices shall be sent to Tenant
(Attn: Tina Gruber) at the Office Space.

Landlord:
                Osprey S.P. Properties, L.L.C.
                360 Central Avenue, Suite 100
                St Petersburg, FL 33701
                Attention: Building Manager

The above addresses may be changed by written notice to the other party;
provided, however, that no notice of a change of address shall be effective
until actual receipt of such notice.

Payments of Rent only shall be made payable to the order of:

                Osprey S.P. Properties, L.L.C.

The following are additional definitions of some of the defined terms used in
the Lease:

         9. "Base Year" shall mean 2005.

         10. "Basic Costs" shall have the meaning set forth in Article IV
         hereof.

         11. "Broker" means Carter & Associates and Osprey Management Co L.L.C.

         12. "Building Standard" shall mean the type, grade, brand, quality
         and/or quantity of materials Landlord designates from time to time to
         be the minimum quality and/or quantity to be used in the Building.

         13. "Business Day(s)" shall mean Mondays through Fridays exclusive of
         the Tenant's bank holidays ("Holidays") which, for purposes of this
         Lease, are New Year's Day, Martin Luther King Day, Presidents' Day,
         Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
         Thanksgiving Day, and Christmas Day or such days as may be designated
         by Congress as Federal holidays.

         14. "Common Areas" shall mean those areas on or serving the Property
         provided for the common use or benefit of all tenants generally and/or
         the public, including without limitation, all corridors, entrances,
         stairways, lobbies (whether at ground level or otherwise), foyers,
         common mail rooms, restrooms, vending areas and other similar
         facilities.

         15. "Landlord Work" shall mean the work, if any, that Landlord is
         obligated to perform in the Premises pursuant to the Work Letter
         Agreement, if any, attached hereto as Exhibit D. The Landlord shall, as
         a part of the Landlord Work, meet the requirements of applicable state
         and federal bank regulatory laws as they relate to landscaping and
         lighting for the ATM. That portion of the Landlord Work relating to
         work within the Office Space shall be the "Office Space Work". That
         portion of the Landlord Work within the Lobby/Branch Space shall be the
         "Lobby/Branch Space Work".

         16. "Maximum Rate" shall mean twelve percent (12%) per annum.

                                       5

<PAGE>

         17. "Normal Business Hours" for the Building shall mean 8:00 A.M. to
         6:00 P.M. Mondays through Fridays, and 8:00 A.M. to 1:00 P.M. on
         Saturdays, exclusive of Holidays.

         18. "Property" shall mean the Building and the parcel(s) of land (as
         described on Exhibit A-4) on which it is located and the Building
         garage, and all other improvements owned by Landlord and serving the
         Building and the tenants thereof and the parcel(s) of land on which
         they are located.

II. Lease Grant/Renewal Option.

Subject to and upon the terms herein set forth, Landlord leases to Tenant and
Tenant leases from Landlord the Premises, together with the right, in common
with others, to use the Common Areas.

Provided no Event of Default exists at the time of exercise, Tenant shall have
the right and option to extend the Lease Term for two (2) additional periods of
five (5) consecutive years each (each an "Option Term"). In order to exercise
this option, Tenant must renew this lease for all space comprising the Premises.
If Tenant shall elect to exercise such option, Tenant shall so notify Landlord,
in writing, at least one (1) year prior to the Termination Date or the
expiration of the first Option Term, as the case may be. Upon the delivery of
said notice, the Lease Term shall be extended upon the same terms, covenants and
conditions as provided in this Lease, except that the Base Rental shall adjust
each year (commencing with the initial year of the option term) to an amount
equal to the lesser of (a) 103% of the Base Rental in effect immediately prior
to commencement of the applicable Option Term or (b) the then Fair Market Base
Rental for the Premises determined in accordance with the following paragraphs
of this Article II (the "Option Base Rental"). The term "Fair Market Base
Rental" shall mean the then prevailing market rental rates (including market
escalations) for office space in comparable buildings in downtown Saint
Petersburg, for tenants seeking to lease approximately the same amount of
rentable area as that of the Premises. The Fair Market Base Rental shall be the
base rental only and shall not include any other concessions. In the event the
Option Base Rental is determined in accordance with (a) above (i.e. 103%), the
Base Rental shall continue to adjust each year by an amount equal to 103% of the
previous year's Base Rental. At the commencement of each Option Term, Landlord
shall provide Tenant with a refurbishment allowance equal to $5.00 per square
foot of the Rentable Area of the Premises including any additional space then
rented.

The Option Base Rental for an Option Term shall be based upon and shall be
determined as of a date six (6) months prior to the commencement of the
applicable Option Term. Within ten (10) business days after Tenant's notice of
its election to exercise an Option Term, Landlord shall communicate its
determination of Option Base Rental for the applicable Option Term, which
determination shall be made in Landlord's reasonable discretion and pursuant to
the criteria set forth below in this Article II. Landlord and Tenant shall then
endeavor in good faith to agree upon the Option Base Rental, and any agreement
reached by the parties hereto with respect to such Option Base Rental shall be
expressed in an amendment to this Lease and shall be executed by the parties
hereto and a copy thereof delivered to each of the parties. Should Landlord and
Tenant fail to agree on the Option Base Rental at least six (6) months prior to
the commencement of the Option Term, then such Option Base Rental shall be
determined by arbitration in accordance with the provisions of the immediately
following paragraph.

Any disagreement, dispute or determination required by or arising under the
preceding paragraphs relating to the determination of Option Base Rental
requiring arbitration shall be carried on and concluded in accordance with the
following provisions:

         (a) In each case where it shall become necessary to resort to
         arbitration, and the subject of the arbitration is to determine Fair
         Market Base Rental, all arbitrators appointed by or on behalf of either
         party or appointed pursuant to the provisions hereof shall be MAI
         members of the American Institute of Real Estate Appraisers of improved
         commercial real estate in the St. Petersburg/Tampa, Florida

                                       6

<PAGE>
     metropolitan area and be devoting substantially all of their time to
     professional appraisal work at the time of appointment and be in all
     respects impartial and disinterested and having at least ten (10) years
     experience in determining fair market rental rates for commercial
     buildings.

     (b) The party desiring such arbitration shall give written notice to that
     effect to the other party, specifying in such notice the name, address and
     professional qualifications of the person designated to act as arbitrator
     on its behalf. Within fifteen (15) days after service of such notice, the
     other party shall give written notice to the party desiring such
     arbitration specifying the name, address and professional qualifications of
     the person designated to act as arbitrator on its behalf. If the two (2)
     arbitrators so selected cannot agree within fifteen (15) days after the
     appointment of the second arbitrator, the two (2) arbitrators shall, within
     fifteen (15) days thereafter, select a third arbitrator. The three (3)
     arbitrators so selected (collectively, the "Arbitrators") shall use best
     efforts to unanimously agree upon the Fair Market Base Rental, utilizing
     the criteria set forth in this Article II, and the decision of the
     Arbitrators shall be given within a period of fifteen (15) days after the
     appointment of such third arbitrator. In the event the Arbitrators cannot
     unanimously agree upon the Fair Market Base Rental, then Landlord and
     Tenant agree that the Fair Market Base Rental shall be the average of the
     Arbitrators' written valuations. Each party shall pay the fees and expenses
     of the Arbitrator appointed by or on behalf of such party and the fees and
     expenses of the third Arbitrator shall be borne equally by both parties. If
     the party receiving a request for arbitration fails to appoint its
     Arbitrator within the time above specified, then either party, on behalf of
     both parties, may request such appointment of such second or third
     Arbitrator, as the case may be, by application to any Judge of the Circuit
     Court of the County of Pinellas, State of Florida, upon ten (10) days prior
     written notice to the other party of such intent. The Arbitrators so
     selected shall have all rights and powers conferred on them by the Florida
     Arbitration Code and, except as otherwise provided for herein, the
     arbitration proceedings shall be carried on and governed by such Code.

III. Substantial Completion; Delivery.

A.   Landlord will achieve Substantial Completion of the Lobby/Branch Space Work
and Office Space Work and tender possession of the Lobby/Branch Space and Office
Space, respectively, on or before the Lobby/Branch Space Target Commencement
Date and Office Space Target Commencement Date, respectively, subject to
extension for Force Majeure and Tenant Delays. The Lobby/Branch Space Target
Commencement Date and the Office Space Target Commencement Date shall be
extended due to Force Majeure and Tenant Delays. If Landlord is unable to tender
possession of the Lobby/Branch Work and Office Space Work to Tenant on or before
the Lobby/Branch Space Target Commencement Date and Office Space Target
Commencement Date, respectively, subject to Force Majeure, this Lease remains in
full force and effect, and Landlord is not liable to Tenant for any resulting
loss or damage, except as provided below in this Article III.

To the extent the date of Substantial Completion of the Lobby/Branch Space Work
and delivery of the Lobby/Branch Space to Tenant (the "Lobby/Branch Space
Substantial Completion Date") or the date of Substantial Completion of the
Office Space Work and delivery of the Office Space to Tenant (the "Office Space
Substantial Completion Date") does not occur on or before the Lobby/Branch Space
Target Commencement Date and Office Space Target Commencement Date,
respectively, for reasons other than delays caused by Force Majeure or Tenant
Delays, then Tenant shall receive a credit against the first accruing payments
of Base Rental due hereunder as it relates to that particular space in an amount
equal to two (2) days of per diem Base Rental for each one (1) day after the
applicable Target Commencement Date until the applicable Substantial Completion
Date actually occurs. If the delay in Substantial Completion of the applicable
work is caused by Force Majeure or Tenant Delays, the applicable Target
Commencement Date shall be adjusted day-for-day for the period of existence of
the Force Majeure or Tenant Delays, but Tenant shall receive no credit against
Base Rental. Notwithstanding anything contained herein to the contrary, Tenant
shall not receive an abatement of

                                       7

<PAGE>

rent for those days that the space is Substantially Complete but Tenant has
elected to not accept possession as provided in Article I(4)(e) above.

In the event that a Substantial Completion Date has not occurred by the date
that is sixty (60) days after the applicable Target Commencement Date (an
"Outside Delivery Date"), then Tenant may thereafter, but prior to
Substantial Completion of the applicable work, give notice within ten (10) days
after the applicable Outside Delivery Date, to Landlord of Tenant's desire to
terminate this Lease with respect to either the space that has not been
substantially completed or the entire Premises (the "Tenant's Termination
Notice"). If the applicable Substantial Completion Date has not occurred within
thirty (30) days after Landlord's receipt of Tenant's Termination Notice, this
Lease will terminate automatically with no further action necessary by either
party. In the event the Tenant fails to provide the Tenant's Termination Notice
within the time provided herein, then and in that event, no further abatement of
rent shall be due to the Tenant other than the abatement attributable to the 60
days referenced herein.

B.  The term "Substantial Completion" shall mean the delivery of the applicable
Landlord Work to Tenant and the satisfaction of all of the following conditions:

    1. The completion by Landlord of all proposed means of access, ingress,
    egress, and the building systems and components including, without
    limitation, all mechanical, electrical, elevator and HVAC systems, so that
    the same shall be fully operational in the Building and the Premises, so as
    to allow Tenant to fully and completely occupy the space in question for its
    intended use, including parking, in Tenant's reasonable discretion; and

    2. A certificate of occupancy, if such is to be issued, and a signed
    certification from Landlord's Architect that the Landlord Work in question
    has been substantially completed in accordance with the Construction
    Drawings (as defined in Exhibit D). A certificate of occupancy shall not be
    required for purposes of determining the Substantial Completion if it is
    delayed due to work performed or to be performed by Tenant.

In the event of any Tenant Delay, "Substantial Completion" shall be deemed to
have occurred on the date that Substantial Completion would have occurred but
for the Tenant Delay. Notwithstanding anything herein to the contrary,
Substantial Completion shall not be deemed to have been achieved unless the
Punch List (as defined in Exhibit D) shall reflect that less than five percent
(5%), in terms of cost, of the Landlord Work for the particular space in
question remains uncompleted and such items do not affect the functionality of
the building or Tenant's ability to occupy the Premises.

C.  "Tenant Delay" shall mean any actual delay to the extent caused by any of
the following:

         1. Tenant's failure to respond to any request by Landlord for any
         approval or information within any time period prescribed, or if no
         time period is prescribed, then within five Business Days of such
         request; or

         2. Tenant's insistence on materials, finishes or installations that
         have long lead times after having first been informed by Landlord that
         such materials, finishes or installations will cause a Delay, other
         than any such items of which Landlord was aware prior to its execution
         of this Lease and Tenant has been given sufficient time to select
         reasonably alternatives in accordance with the Work Letter; or

         3. Changes in any plans and specifications requested by Tenant in
         accordance with a Change Order as defined in the Work Letter; or

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<PAGE>

          4. The performance or nonperformance by a person or entity employed by
          Tenant in the completion of any work in the Premises (all such work
          and such persons or entities being subject to the prior written
          approval of Landlord); or

          5. Any request by Tenant that Landlord delay the completion of any of
          the Landlord Work; or

          6. Any Event of Default; or

          7. Any delay resulting from Tenant having taken possession of the
          Premises for any reason prior to Substantial Completion of the
          Landlord Work except as provided herein; or

          8. Any other delay caused by Tenant, its agents, employees or
          independent contractors;

D.  Promptly after the determination of the Lobby/Branch Space Commencement Date
and Office Space Commencement Date, Landlord and Tenant shall enter into a
letter agreement (the "Commencement Letter") on the form attached hereto as
Exhibit C setting forth such dates and the Termination Date and any other dates
that are affected by the timing of Substantial Completion. Tenant, within five
(5) days after receipt of an acceptable Commencement Letter from Landlord, shall
execute the Commencement Letter and return the same to Landlord.

E.  Early Access - Notwithstanding the foregoing, if Tenant, with Landlord's
prior written approval, takes possession of the Premises prior to the
Commencement Date for the sole purpose of performing any Landlord approved
improvements therein or installing furniture, equipment or other personal
property of Tenant, such possession shall be subject to all of the terms and
conditions of this Lease, except that Tenant shall not be required to pay Base
Rental or Additional Base Rental with respect to the period of time prior to the
Commencement Date during which Tenant performs such work. Nothing herein shall
be construed as granting Tenant the right to take occupancy of the Premises
prior to the Commencement Date, whether for construction, fixturing or any other
purpose, without the prior written consent of Landlord. The Landlord shall
deliver the Lobby/Branch Space or the Office Space, as the case may be, to
Tenant at least 10 days prior to the Target Commencement Date, in a condition
suitable for the installation of Tenant's fixtures, equipment and other related
materials. The Tenant, at its expense, along with Tenant's contractors or agents
shall be permitted to enter the space during said period with no obligation to
pay rent and without interference by Landlord or Landlord's contractor. Prior to
Tenant taking possession, Landlord and Tenant shall inspect the Premises in
order to confirm the status of the Landlord Work.

IV. Additional Base Rental.

Commencing in the calendar year 2006, and thereafter for each subsequent
calendar year, or portion thereof, falling within the Lease Term, Tenant shall
pay to Landlord as Additional Base Rental, separately for each of the
Lobby/Branch Space and Office Space, the sum of: (1) Tenant's Pro Rata Share of
the amount, if any, by which Taxes (hereinafter defined) for the applicable
calendar year exceed Taxes for the Base Year plus (2) Tenant's Pro Rata Share of
the amount, if any, by which Expenses (hereinafter defined) for the applicable
calendar year exceed Expenses for the Base Year. For purposes hereof, "Expenses"
shall mean all Basic Costs with the exception of Taxes. Tenant's Pro Rata Share
of increases in Taxes and Tenant's Pro Rata Share of increases in Expenses shall
be computed separate and independent of each other prior to being added together
to determine the "Excess". In the event that Taxes and/or Expenses, as the case
may be, in any calendar year decrease below the amount of Taxes or Expenses for
the Base Year, Tenant's Pro Rata Share of Taxes and/or Expenses, as the case may
be, for such calendar year shall be deemed to be $0, it being understood that
Tenant shall not be entitled to any credit or offset if Taxes and/or Expenses
decrease below the corresponding amount for the Base Year. Prior to the
Commencement Date and prior to January 1 of each calendar year during the

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<PAGE>

Lease Term, or as soon thereafter as practical, Landlord shall make a good faith
estimate of the Excess for the applicable calendar year and Tenant's Pro Rata
Share thereof. On or before the first day of each month during such calendar
year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly
installment equal to one-twelfth (1/12) of Tenant's Pro Rata Share of Landlord's
estimate of the Excess. Landlord shall have the right, no more than one (1) time
during any calendar year, to revise the estimate of Basic Costs and the Excess
for such year and provide Tenant with a revised statement therefor, and
thereafter the amount Tenant shall pay each month shall be based upon such
revised estimate. If Landlord does not provide Tenant with an estimate of the
Basic Costs and the Excess by January 1 of any calendar year, Tenant shall
continue to pay a monthly installment based on the previous year's estimate
until such time as Landlord provides Tenant with an estimate of Basic Costs and
the Excess for the current year. Upon receipt of such current year's estimate,
an adjustment shall be made for any month during the current year with respect
to which Tenant paid monthly installments of Additional Base Rental based on the
previous year's estimate. Tenant shall pay Landlord for any underpayment within
thirty (30) days after demand. Any overpayment shall, at Landlord's option, be
refunded to Tenant or credited against the installment of Additional Base Rental
due for the months immediately following the furnishing of such estimate. Any
amounts paid by Tenant based on any estimate shall be subject to adjustment
pursuant to the immediately following paragraph when actual Basic Costs are
determined for such calendar year.

Within 90 days after the end of each calendar year or as soon as is reasonably
possible thereafter during the Lease Term, however, in no event at any time
greater than one year after the end of such calendar year, Landlord shall
furnish to Tenant separate line-itemized written statements of Landlord's actual
Basic Costs, actual Excess, and Tenant's Pro Rata Share thereof, for the
previous calendar year for the Lobby/Branch Space and Office Space (the
"Reconciliation Statement"). If the estimated Tenant's Pro Rata Share of the
Excess actually paid by Tenant for the prior year is in excess of Tenant's
actual Pro Rata Share of the Excess for such prior year, then Landlord shall
apply such overpayment against Additional Base Rental due or to become due
hereunder, provided if the Lease Term expires prior to the determination of such
overpayment, Landlord shall refund such overpayment to Tenant. Likewise, Tenant
shall pay to Landlord, within ten (10) days after demand, any underpayment with
respect to the prior year, whether or not the Lease has terminated prior to
receipt by Tenant of a statement for such underpayment, it being understood that
this clause shall survive the expiration of the Lease. Landlord's failure to
submit any such costs, except for retroactive tax statements, within one year
from the end of the calendar year shall constitute a waiver of that cost.

Subject to the limitations contained elsewhere in this Lease, the term "Basic
Costs" shall mean all actual and reasonable costs and expenses paid or incurred
by Landlord in each calendar year in connection with operating, maintaining,
repairing, and managing the Building and the Property including, but not limited
to, the following:

          1. All labor costs for all persons performing services required or
          utilized in connection with the operation, repair, replacement and
          maintenance of and control of access to the Building and the Property,
          including but not limited to amounts incurred for wages, salaries and
          other compensation for services, payroll, social security,
          unemployment and other similar taxes, workers' compensation insurance,
          uniforms, training, disability benefits, pensions, hospitalization,
          retirement plans, and group insurance.

          2. All management fees, the cost (not including any rental costs for
          the space) of equipping and maintaining a management office at the
          Building, accounting services, legal fees not attributable to leasing
          and collection activity, and all other administrative costs relating
          to the Building and the Property. If management services are not
          provided by a third party, Landlord shall be entitled to a management
          fee comparable to that due and payable to third parties provided
          Landlord or management companies owned by, or management divisions of,
          Landlord perform actual management services of a comparable nature and
          type as normally would be performed by third parties. For purposes of

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<PAGE>

          determining Basic Costs, management fees, for each calendar year in
          question, shall not exceed six percent (6%) of Base Rentals for the
          Building.

          3. All rental and/or purchase costs of materials and supplies, tools
          and equipment used in the operation, repair, non-capital replacement
          and maintenance and the control of access to the Building and the
          Property.

          4. All amounts charged to Landlord by contractors and/or suppliers for
          services, replacement parts, components, materials, equipment and
          supplies furnished in connection with the operation, repair,
          maintenance, non-capital replacement of and control of access to any
          part of the Building, or the Property generally, including the
          heating, air conditioning, ventilating, plumbing, electrical, elevator
          and other systems and equipment. At Landlord's option, major repair
          items may be amortized over a period of up to five (5) years.

          5. All premiums and deductibles paid by Landlord for fire and extended
          coverage insurance, earthquake and extended coverage insurance,
          liability and extended coverage insurance, elevator insurance, boiler
          insurance and other insurance customarily carried from time to time by
          landlords of comparable office buildings or required to be carried by
          Landlord's Mortgagee.

          6. Charges for water, gas, steam and sewer, but excluding those
          charges for which Landlord is otherwise reimbursed by tenants, and
          charges for Electrical Costs. For purposes hereof, the term
          "Electrical Costs" shall mean: (i) all charges paid by Landlord for
          electricity supplied to the Building, Property and Premises,
          regardless of whether such charges are characterized as distribution
          charges, transmission charges, generation charges, public good
          charges, disconnection charges, competitive transaction charges,
          stranded cost recoveries or otherwise; and (ii) except to the extent
          otherwise included in Basic Costs, any costs incurred in connection
          with the energy management program for the Building, Property and
          Premises, including any costs incurred for the replacement of lights
          and ballasts and the purchase and installation of sensors and other
          energy saving equipment. Notwithstanding the foregoing, Electrical
          Costs shall be adjusted as follows: (a) any amounts received by
          Landlord as reimbursement for the above standard building electrical
          consumption shall be deducted from Electrical Costs, (b) the cost of
          electricity incurred in providing overtime HVAC to specific tenants
          shall be deducted from Electrical Costs, it being agreed that the
          electrical component of overtime HVAC costs shall be calculated as a
          reasonable percentage of the total HVAC costs charged to such tenants,
          and (c) if Tenant is billed directly for the cost of electricity to
          the Premises as a separate charge in addition to Base Rental and Basic
          Costs, the cost of electricity to individual tenant spaces in the
          Building shall be deducted from Electrical Costs.

          7. The term "Taxes", which for purposes hereof, shall mean: (a) all
          real estate taxes and assessments on the Property, the Building or the
          Premises, and taxes and assessments levied in substitution or
          supplementation in whole or in part of such taxes, (b) all personal
          property taxes for the Building's personal property, including license
          expenses, (c) all other taxes, fees or assessments now or hereafter
          levied by any governmental authority on the Property, the Building or
          its contents or on the operation and use thereof except as relate to
          specific tenants, and (d) all costs and fees incurred in connection
          with seeking reductions in or refunds in Taxes including, without
          limitation, any costs incurred by Landlord to challenge the tax
          valuation of the Building . The term "Taxes" does not include
          Landlord's state or federal income, franchise, gift, transfer, profit,
          capital levies, estate or inheritance taxes, late payment charges,
          penalties, fees, or interest paid with respect to Taxes, or special
          assessments not levied against the Property. For the purpose of
          determining real estate taxes and assessments for any given calendar
          year, the amount to be included in Taxes for such year shall be as
          follows: (1) with respect to any special assessment that is payable in
          installments, Taxes for such year shall include only

                                       11

<PAGE>

          the amount of the installment (and any interest) due and payable
          during such year; and (2) with respect to all other real estate taxes,
          Taxes for such year shall, at Landlord's election, include either the
          amount accrued, assessed or otherwise imposed for such year or the
          amount due and payable for such year, provided that Landlord's
          election shall be applied consistently throughout the Lease Term. If a
          reduction in or refund of Taxes is obtained for any year of the Lease
          Term during which Tenant paid its Pro Rata Share of Basic Costs, then
          Basic Costs for such year will be retroactively adjusted and Landlord
          shall provide Tenant with a credit, if any, based on such adjustment.
          Likewise if a reduction is subsequently obtained for Taxes for the
          Base Year (if Tenant's Pro Rata Share is based upon increases in Basic
          Costs over a Base Year), Basic Costs for the Base Year shall be
          restated and the Excess for all subsequent years recomputed. Tenant
          shall pay to Landlord Tenant's Pro Rata Share of any such increase in
          the Excess within thirty (30) days after Tenant's receipt of a
          statement therefor from Landlord.

          8.  All landscape expenses and costs of maintaining, repairing,
          resurfacing and striping of the parking areas and garages of the
          Property serving the Building, if any.

          9.  Cost of all maintenance service agreements, including those for
          equipment, alarm service, window cleaning, drapery or Venetian blind
          cleaning, janitorial services, pest control, uniform supply, plant
          maintenance, landscaping, and any parking equipment.

          10. Cost of all other repairs, non-capital replacements and general
          maintenance of the Property and Building neither specified above nor
          directly billed to tenants.

          11. The amortized cost of capital improvements made to the Building or
          the Property which are primarily for the purpose of reducing operating
          expense costs or otherwise improving the operating efficiency of the
          Property or Building. The cost of such capital improvements shall be
          amortized over a period of five (5) years or such improvement's useful
          life and shall, at Landlord's option, include interest at a rate that
          is reasonably equivalent to the interest rate that Landlord would be
          required to pay to finance the cost of the capital improvement in
          question as of the date such capital improvement is performed,
          provided if the payback period for any capital improvement is less
          than five (5) years, Landlord may amortize the cost of such capital
          improvement over the payback period.

          12. Any other expense or charge of any nature whatsoever which, in
          accordance with general industry practice for comparable buildings in
          downtown Saint Petersburg, Florida and GAAP, would be construed as an
          operating expense.

In addition if Landlord incurs any costs and expenses in connection with the
operation, maintenance, repair, and management of the Building and one or more
other buildings, such costs and expenses shall be equitably prorated between the
Building and such other buildings and the Building's equitable share thereof
shall be included in Basic Costs, subject to the limitations contained elsewhere
in this Lease.

Notwithstanding anything contained in this Lease to the contrary, the amount of
Controllable Basic Costs (as hereinafter defined) included within the
calculation of Basic Costs for the purpose of calculating Tenant's Pro Rata
Share of Basic Costs for any given calendar year shall not exceed one hundred
five percent (105%) of the Controllable Basic Costs Cap for the immediately
preceding calendar year. As used herein, the term "Controllable Basic Costs Cap"
shall mean, for the calendar year 2005, the actual Controllable Basic Costs for
such calendar year, and for each subsequent calendar year, the lesser of (i) the
actual Controllable Basic Costs for such calendar year or (ii) one hundred five
percent (105%) of the Controllable Basic Costs Cap for the preceding calendar
year. As used herein, the term "Controllable Basic Costs " shall mean, all Basic
Costs other than costs and expenses for Taxes, utilities (including, but not
limited to electricity, fuel, water and sewer),

                                       12

<PAGE>

refuse and/or trash removal (to the extent such removal service is limited to a
mandated or required municipal service provider), and insurance. Notwithstanding
anything in this Article IV to the contrary, Basic Costs shall not include (and
Tenant shall have no obligation to pay any amounts, as a Basic Cost or
otherwise, for) any of the items listed on the attached Exhibit H.

If the Building is not at least ninety-five percent (95%) occupied during any
calendar year of the Lease Term or if Landlord is not supplying services to at
least ninety-five percent (95%) of the total Rentable Area of the Building at
any time during any calendar year of the Lease Term, actual Basic Costs for
purposes hereof shall, at Landlord's option, be determined as if the Building
had been ninety-five percent (95%) occupied and Landlord had been supplying
services to ninety-five percent (95%) of the Rentable Area of the Building
during such year. If Tenant pays for its Pro Rata Share of Basic Costs based on
increases over a Base Year and Basic Costs for any calendar year during the
Lease Term are determined as provided in the foregoing sentence, Basic Costs for
such Base Year shall be determined as if the Building had been ninety-five
percent (95%) occupied and Landlord had been supplying services to ninety-five
percent (95%) of the Rentable Area of the Building. Any necessary extrapolation
of Basic Costs under this Article shall be performed by adjusting the cost of
those components of Basic Costs that are impacted by changes in the occupancy of
the Building (including, at Landlord's option, Taxes) to the cost that would
have been incurred if the Building had ninety-five percent (95%) been occupied
and Landlord had been supplying services to ninety-five percent (95%) of the
Rentable Area of the Building.

If Tenant desires to audit Landlord's determination of the actual amount of
Basic Costs or Tenant's Pro Rata Share of Basic Costs for any calendar year and
Tenant delivers to Landlord written notice of Tenant's decision to audit (the
"Audit Notice") within 90 days after Landlord's delivery of the Reconciliation
Statement (or at any time if Landlord has not delivered a Reconciliation
Statement), then Tenant, at its sole cost and expense, upon prior written notice
and during regular business hours at a time and place reasonably acceptable to
Landlord (which may be the location where Landlord or its property manager
maintains copies of the applicable records, provided that such location is in
Pinellas County, Florida), may cause a certified public accountant to audit
Landlord's records relating to Operating Expenses. The audit shall take place
within thirty (30) days of the Audit Notice and may only occur once each
calendar year. If the audit shows that the amount Landlord charged Tenant for
Tenant's Pro Rata Share of Basic Costs was greater than the amount Tenant was
obligated to pay pursuant to this Lease, then, Landlord will refund the excess
amount to Tenant, together with interest on the excess amount at the Maximum
Rate of Interest (computed from the date Tenant paid such excess amounts) within
10 days after Landlord receives a copy of the audit report. If the audit shows
that the amount Landlord charged Tenant for Tenant's Pro Rata Share of Basic
Costs was less than the amount Tenant was obligated to pay pursuant to this
Lease, Tenant will pay the Landlord, as Additional Base Rental, the difference
between the amount Tenant paid and the amount determined in the audit within ten
(10) days after Tenant receives a copy of the audit report. Pending resolution
of any audit under this section, Tenant will continue to pay to Landlord the
estimated amounts of Tenant's Pro Rata Share of Basic Costs in accordance with
this Article IV. Tenant must keep all information it obtains in any audit
strictly confidential and may only use such information for the limited purpose
this section describes and for Tenant's own account.

If any Tenant audit of Basic Costs reveals that Landlord charged Tenant for
greater than 107% of the actual amount of Tenant's Pro Rata Share of Basic
Costs, Landlord shall pay the reasonable costs of Tenant's audit.

Notwithstanding anything herein to the contrary, Tenant shall not be permitted
to examine Landlord's books and records or to dispute any statement of Basic
Costs unless Tenant has paid to Landlord the amount due as shown on Landlord's
statement of actual Basic Costs, said payment being a condition precedent to
Tenant's right to examine Landlord's books and records.

                                       13

<PAGE>

Tenant covenants and agrees to pay to Landlord during the Rental Terms, without
any setoff or deduction whatsoever except as set forth herein, the full amount
of all Base Rental and Additional Base Rental due hereunder. In addition, Tenant
shall pay and be liable for, as additional rent, all rental, sales and use taxes
or other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payments to be in addition to all
other payments required to be paid to Landlord by Tenant under the terms and
conditions of this Lease. Landlord shall take all reasonable administrative
measures (including itemization of any component of Basic Costs that may be
exempt) under applicable Laws that may be required to be observed or performed
in order to avoid incurring sales or other tax on any component of Basic Costs.
Any such payments shall be paid concurrently with the payments of the Rent on
which the tax is based. The Base Rental, Tenant's Pro Rata Share of Basic Costs
and any recurring monthly charges due hereunder shall be due and payable in
advance on the first day of each calendar month during the Lease Term without
demand. Except as otherwise provided in this Lease, all other items of Rent
shall be due and payable by Tenant on or before ten (10) business days after
billing by Landlord. If the Lease Term terminates on a day other than the last
day of a calendar month, then the monthly Base Rental and Tenant's Pro Rata
Share of Basic Costs for such month shall be prorated for the number of days in
such month occurring within the Lease Term based on a fraction, the numerator of
which is the number of days of the Lease Term that fell within such calendar
month and the denominator of which is the number of days in such month. No
payment by Tenant or receipt or acceptance by Landlord of a lesser amount than
the correct amount of Rent due under this Lease shall be deemed to be other than
a payment on account of the earliest Rent due hereunder, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance or
pursue any other available remedy. The acceptance by Landlord of any Rent on a
date after the due date of such payment shall not be construed to be a waiver of
Landlord's right to declare a default for any other late payment. Tenant's
covenant to pay Rent shall be independent of every other covenant set forth in
this Lease.

All Rent not paid within five (5) days after the date due shall bear interest
from the date due until paid at the Maximum Rate. In addition, if Tenant fails
to pay any installment of Rent when due and payable hereunder, a service fee
equal to five percent (5%) of such unpaid amount will be due and payable
immediately by Tenant to Landlord.

V.  Use; Access.

The Premises shall be used for the Permitted Use and for no other purpose.
Tenant agrees not to use or permit the use of the Premises for any purpose that
is illegal, dangerous to life, limb or property or which, in Landlord's
reasonable opinion, creates a nuisance or would increase the cost of insurance
coverage with respect to the Building. Tenant shall conduct its business and
control its agents, servants, contractors, employees, customers, licensees, and
invitees ("Tenant Responsible Parties") in such a manner as not to materially
interfere with, annoy or disturb other tenants, or in any way materially
interfere with Landlord in the management and operation of the Building. Subject
to Landlord's obligations under this Lease (including, without limitation,
obligations relating to maintenance and compliance with laws), Tenant will
maintain the Premises in a clean and healthful condition and comply with all
laws, ordinances, orders, rules and regulations of any governmental entity with
reference to the operation of Tenant's business and to the use, condition,
configuration or occupancy of the Premises, including without limitation, the
Americans with Disabilities Act (collectively referred to as "Laws"). Tenant,
within ten (10) days after receipt thereof, shall provide Landlord with copies
of any notices it receives with respect to a violation or alleged violation of
any Laws. Tenant will comply with the rules and regulations of the Building
attached hereto as Exhibit B and such other rules and regulations adopted and
altered by Landlord from time to time and will cause all of its Tenant
Responsible Parties to do so (the "Rules and Regulations"). Notwithstanding
anything in this Lease (including Exhibit B) to the contrary, the Rules and
Regulations shall be subject to the express terms and conditions of this Lease
(including, without limitation,

                                       14

<PAGE>

Tenant's rights hereunder), and in the event of any conflict between any Rule
and Regulation and any express term or condition of this Lease, the Lease shall
control. Landlord shall enforce the Rules and Regulations equitably and
uniformly. Landlord may amend the Rules and Regulations from time to time in
Landlord's reasonable discretion provided that any such amendment will (i) be
reasonable and consistent with rules and regulations imposed in Comparable
Buildings, (ii) not materially be more burdensome than the initial Rules and
Regulations, and (iii) be subject to the other terms of this Lease.

Tenant and its employees and invitees shall have full and unimpaired access to
the Building and the Premises at all times (including after Normal Business
Hours subject to card access security system) on a 24 hour per day, 7 day per
week basis, 365 days per year basis, subject to Rules and Regulations as
Landlord may prescribe from time to time for security purposes, which shall be
uniformly and equitably enforced. If Tenant's access to a public road is via
private roads or streets, Tenant shall have the right to use such roads and
streets for ingress and egress to the Building and the Premises on a 24 hour per
day, 7 day per week basis, 365 days per year basis.

Tenant shall be entitled to install security card system(s) within the Common
Areas (including, without limitation, any common stairwells) to limit access to
the Premises, as well as within the Premises to limit access to certain portions
of the Premises and to limit elevator access to the 16th and 17th floors of the
Building. The design and location of the security card system must be approved
in writing, in advance, by Landlord prior to installation, which approval shall
not be unreasonably withheld. Such security card systems shall be installed and
maintained at Tenant's expense, and shall be deemed "Tenant's Property" for
purposes of this Lease.

VI.  Intentionally Deleted.

VII. Services to be Furnished by Landlord.

As part of Basic Costs (except as otherwise provided), Landlord shall, at all
times during the Lease Term, furnish to Tenant and the Premises the following
services (the "Building Services"):

          1. Hot and cold water to the Premises for lavatory, break room,
          drinking, and cleaning purposes to the existing plumbing systems and
          those reflected and detailed as Landlord Work.

          2. Central air conditioning and heating during Normal Business Hours,
          at such temperatures and in such amounts as are considered by
          Landlord, in its reasonable judgment, to be standard for buildings of
          similar class and size in downtown Saint Petersburg, Florida, or as
          required by governmental authority. In the event that Tenant requires
          central heat, ventilation or air conditioning at hours other than
          Normal Business Hours, such central heat, ventilation or air
          conditioning shall be furnished only upon the written request of
          Tenant delivered to Landlord at the office of the Building prior to
          4:00 p.m. at least one Business Day in advance of the date for which
          such usage is requested. Tenant shall pay Landlord, as Additional Base
          Rental, the entire cost of additional service as such costs are
          determined by Landlord from time to time, which determination shall be
          based upon the actual cost of the services so provided.

          3. Maintenance and repair of all Common Areas.

          4. Janitorial service on Business Days in accordance with the
          janitorial specifications attached as Exhibit G; provided, however, if
          Tenant's use, floor covering or other improvements, require special
          services, Tenant shall pay the additional cost reasonably attributable
          thereto as Additional Base Rental.

          5. Passenger elevator service in common with other tenants of the
          Building.

          6. Electricity to the Premises for general office use, in accordance
          with and subject to the terms and conditions set forth in Article XI
          of this Lease.

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<PAGE>

          7. Emergency lighting system throughout the building to the extent
          required by applicable code.

          8. Customary and reasonable pest control. Tenant shall comply with
          reasonable preventative pest control measures promulgated by Landlord.

The failure by Landlord to any extent to furnish, or the interruption or
termination of, any services in whole or in part, resulting from adherence to
laws, regulations and administrative orders, wear, use, repairs, improvements,
alterations or any causes beyond the reasonable control of Landlord shall not
render Landlord liable in any respect nor be construed as a constructive
eviction of Tenant, nor give rise to an abatement of Rent, nor relieve Tenant
from the obligation to fulfill any covenant or agreement hereof. Should any of
the equipment or machinery used in the provision of such services for any cause
cease to function properly, Landlord shall use reasonable diligence to repair
such equipment or machinery.

Tenant expressly acknowledges that if Landlord, from time to time, elects to
provide security services, Landlord shall not be deemed to have warranted the
efficiency of any security personnel, service, procedures or equipment and
Landlord shall not be liable in any manner for the failure of any such security
personnel, services, procedures or equipment to prevent or control or apprehend
anyone suspected of personal injury property damage or any criminal conduct in,
on or around the Property.

VIII. Leasehold Improvements.

Any trade fixtures, unattached and movable equipment or furniture, or other
personal property brought into the Premises by Tenant including the bank trade
fixtures described on Exhibit E ("Tenant's Property") shall be owned and insured
by Tenant. Tenant shall remove all such Tenant's Property from the Premises in
accordance with the terms of Article XXXVII hereof. Any and all other
alterations, additions and improvements to the Premises, including any built-in
furniture (collectively "Leasehold Improvements") shall be owned and insured by
Landlord and shall remain upon the Premises, all without compensation, allowance
or credit to Tenant, unless paid for by Tenant. Landlord may, nonetheless, at
any time prior to, or within thirty (30) days after, the expiration or earlier
termination of this Lease or Tenant's right to possession, require Tenant to
remove any or all (as designated by Landlord) Leasehold Improvements performed
by or for the benefit of Tenant and all electronic, phone and data cabling as
are designated by Landlord (the "Required Removables") at Tenant's sole cost. In
the event that Landlord so elects, Tenant shall remove such Required Removables
within ten (10) days after notice from Landlord, provided that in no event shall
Tenant be required to remove such Required Removables prior to the expiration or
earlier termination of this Lease or Tenant's right to possession. In addition
to Tenant's obligation to remove the Required Removables, Tenant shall repair
any damage caused by such removal and perform such other work as is reasonably
necessary to restore the Premises to the condition existing prior to the
installation of the Required Removables. If Tenant fails to remove any specified
Required Removables or to perform any required repairs and restoration within
the time period specified above, Landlord, at Tenant's sole cost and expense,
may remove, store, sell and/or dispose of the Required Removables and perform
such required repairs and restoration work. Tenant, within five (5) days after
demand from Landlord, shall reimburse Landlord for any and all reasonable costs
incurred by Landlord in connection with the Required Removables. In no event,
shall Tenant be required to remove any of the Landlord Work.

IX.   Signage; Naming Rights.

     A. Exterior Building Signage. Subject only to code limitations, any other
Laws and the Landlord's prior written approval of the design (which approval
shall not be unreasonably, withheld, delayed or denied), Tenant shall have the
right to place exterior signage on all four sides of the Building on the roof
parapet wall at the top of the Building and, on the exterior of the Lobby/Branch
Space on the stucco panels immediately above that portion of the Lobby/Branch
Space located within the Building. Tenant, at Tenant's sole cost and expense,

                                       16

<PAGE>

shall pay for all costs incurred in the design and fabrication, installation,
permitting (including any special exceptions or variances), maintenance, and
removal of such exterior Building signage. The Tenant shall have, during the
Term of this lease, the exclusive right to exterior signage on that portion of
the Building which is higher than 25 feet above the centerline of Central
Avenue. Landlord shall reasonably cooperate, at no expense to Landlord, with the
permitting of any such signage.

      B.  Monument Sign. As part of the Landlord Work, Landlord shall install a
new monument sign outside the front entrance of the Building (the "Building
Monument Sign"), and Tenant shall be entitled to signage on the Building
Monument Sign. The Tenant's signage on the Building Monument Sign shall be the
third panel from the top. At such times as the leases expire (and assuming that
they are not renewed or otherwise extended) for those other tenants with panels
on the monument sign above the Tenant's panel, the Tenant will be allowed to
relocate its panel to the next highest position. Tenant shall design its signage
on the Building Monument Sign to be consistent with Landlord's reasonable
requirements and specifications. Landlord shall fabricate and install Tenant's
signage on the Building Monument Sign, at Tenant's expense. Landlord shall
maintain the Building Monument Sign the cost of which shall be a Basic Cost.
Tenant shall be provided one space for a panel on each side of the Building
Monument Sign in a location determined by Landlord. The top three panels shall
be of uniform size. No other sign shall be greater in size than that of Tenant.

      C.  Building Directory Signage. Landlord shall provide Tenant with
standard signage on the Building directory, which signage shall include the name
of Tenant and its departments and affiliates located within the Premises, at no
charge to Tenant.

      D.  Premises Signage. Tenant shall be entitled to install and maintain, at
its expense, any signage within the Premises the Tenant deems necessary or
desirable provided said signage is not visible from outside the Premises.
Notwithstanding the foregoing, Tenant shall be entitled to signage on the doors
opening into the Building lobby on the first floor for purposes of
identification and posting hours of operation. Tenant shall also install
directional signage for its drive-through facilities which shall be of a style
consistent with that of the building's other signage.

      E.  General Signage Provisions.

          1.  Landlord shall not take any measures which may materially and
      adversely affect the visibility or prominence of any of Tenant's exterior
      signage on the Building or on the Building Monument Sign, or any of
      Tenant's directional or lobby signage.

          2.  Except as provided in this Article, Tenant shall not be permitted
      to install any signs or other identification that is visible from outside
      the Premises without Landlord's prior written consent of the size, design
      and specifications. At the expiration or earlier termination of this
      Lease, at Landlord's option, Tenant shall remove, at its sole cost and
      expense, any signage and shall repair and restore the area to the same
      condition existing immediately prior to the installation of the signage.
      Except for the monument sign, Tenant shall be responsible for the
      electricity and maintenance of any such signage.

          3.  Subject to other provisions in this Article IX, Tenant agrees that
      the Landlord shall retain the right to provide and install "retail"
      building signage for the suites located to the east of the main entrance
      on Central Avenue and on the monument sign at the main entrance, without
      obtaining the Tenant's approval.

          4.  All of Tenant's signage shall comply with all applicable Laws.

                                       17

<PAGE>

        5. The rights of Tenant under this Article IX shall inure to the benefit
     of any permitted subtenant or assignee of Tenant.

     F. The Building shall be known as First Central Tower and shall not be
named or renamed after any tenant in the Building or business that is in
competition with Tenant.

X.   Repairs and Alterations.

Subject to Landlord's warranty obligations described in Exhibit D and except to
the extent such obligations are imposed upon Landlord hereunder, Tenant, at its
sole cost and expense, shall perform all maintenance and repairs to the interior
portions of the Premises as are necessary to keep the same in good condition and
repair throughout the entire Lease Term, reasonable wear and tear and casualty
damage (only to the extent of the insurance proceeds received by Landlord
relating to such casualty) excepted. Tenant's repair and maintenance obligations
with respect to the Premises shall include, without limitation, any necessary
repairs with respect to: (1) any carpet or other floor covering, (2) any
interior partitions, (3) any doors, (4) the interior sides of any demising
walls, (5) any telephone and computer cabling that serves Tenant's equipment
exclusively, (6) any supplemental air conditioning units, private showers and
kitchens, including any plumbing in connection therewith, and similar facilities
serving Tenant exclusively, and (7) any alterations, additions or improvements
performed by contractors retained by Tenant. All such work shall be performed in
accordance with the terms of this Lease and the rules, policies and procedures
reasonably enacted by Landlord from time to time for the performance of work in
the Building. If Tenant fails to make any necessary repairs to the Premises
within 30 days after receipt of written notice from Landlord, Landlord may, at
its option, make such repairs, and Tenant shall pay the actual, reasonable cost
thereof to the Landlord on demand. Landlord shall, at its expense (except as
included in Basic Costs), keep and maintain in good repair and working order and
make all repairs to and perform necessary maintenance upon: (a) all structural
elements of the Building; and (b) all mechanical, electrical and plumbing
systems that serve the Building in general; and (c) the Building facilities
common to all tenants including, but not limited to, the ceilings, walls and
floors in the Common Areas.

Except as otherwise expressly provided in this Lease or unless installed by
Tenant (the cost of which shall be considered a Basic Cost except as otherwise
provided herein), Landlord will repair and maintain the following in good order,
condition and repair: (a) the foundations, exterior walls and roof of the
Building; (b) the fire/life safety, electrical, mechanical, plumbing, heating
and air conditioning, facilities and components located in the Building and the
Common Areas and used in common by all tenants of the Building, (c) the Common
Area and the Common Area furniture, fixtures and equipment together with the
windows, doors, plate glass and the exterior surfaces of walls that are adjacent
to Common Areas, (d) exterior surfaces and the interior surfaces of all glass,
to include exterior window walls and interior glass (such maintenance to include
professional squeegee cleaning at least two (2) times for the exterior, and one
(1) time for the interior, per year), (e) water and sewer facilities, electrical
conduit and other utility facilities to their point of connection within the
Premises, and (f) Building Standard light bulbs and ballasts in the Common Areas
and the Premises. Landlord shall landscape and maintain the landscaping on the
Property. Furthermore, Landlord will diligently pursue completion of any work
required or allowed pursuant to this paragraph, as soon as possible following
the commencement thereof. Landlord covenants that it will materially comply with
all Laws, and shall be responsible for all costs and expenses required to comply
with any Laws, as such Laws currently exist or shall exist in the future, except
to the extent any non-compliance is solely caused by or attributable to Tenant's
or a Tenant Responsible Party's particular use of the Premises or the Common
Area.

Tenant shall have the right, without Landlord's prior consent, to make any
alterations or improvements, other than the addition or removal of walls and
other than those that affect the Building structure, the Building's HVAC,
plumbing, mechanical or other systems or the Common Areas, provided that the
cost of any such alterations do not exceed $25,000.00 in any calendar year and
further provided such alterations comply with all Laws. Except as provided in
the preceding sentence, Tenant shall not make or allow to be made any
alterations, additions or improvements to the Premises without first obtaining
the prior written consent of Landlord in each

                                       18

<PAGE>

such instance, which approval may not be unreasonably withheld, conditioned, or
delayed. Prior to commencing any such work and as a condition to obtaining
Landlord's consent, Tenant must furnish Landlord with plans and specifications
reasonably acceptable to Landlord; names and addresses of contractors reasonably
acceptable to Landlord; copies of contracts; necessary permits and approvals;
and evidence of contractor's and subcontractor's insurance in accordance with
the second full paragraph of Article XVI hereof. All such improvements,
alterations or additions shall be constructed in a good and workmanlike manner
using Building Standard materials or other new materials of equal or greater
quality. Landlord, to the extent reasonably necessary to avoid any disruption to
the tenants and occupants of the Building, shall have the right to designate the
time when any such alterations, additions and improvements may be performed and
to otherwise designate reasonable rules, regulations and procedures for the
performance of work in the Building. Upon completion, Tenant shall furnish
"as-built" plans, contractor's affidavits and full and final waivers of lien and
receipted bills covering all labor and materials. All improvements, alterations
and additions shall comply with all insurance requirements, codes, ordinances,
laws and regulations, including without limitation, the Americans with
Disabilities Act. Tenant shall reimburse Landlord upon demand as Additional Base
Rental for all reasonable sums, if any, expended by Landlord for third party
examination of the architectural, mechanical, electric and plumbing plans for
any alterations, additions or improvements. In addition, if Landlord so requests
and at its own expense, Landlord shall be entitled to oversee the construction
of any alterations, additions or improvements that may affect the structure of
the Building or any of the mechanical, electrical, plumbing or life safety
systems of the Building. Landlord's approval of Tenant's plans and
specifications for any work performed for or on behalf of Tenant shall not be
deemed to be a representation by Landlord that such plans and specifications
comply with applicable Laws or that the alterations, additions and improvements
constructed in accordance with such plans and specifications will be adequate
for Tenant's use.

X. Use of Electrical Services by Tenant.

All electricity used by Tenant in the Premises shall, at Landlord's option, be
paid for by Tenant either: (1) through inclusion in Base Rental and Basic Costs
(except as provided in this Article below with respect to excess usage); or (2)
by a separate charge billed directly to Tenant by Landlord and payable by Tenant
as Additional Base Rental within ten (10) days after billing; or (3) by a
separate charge or charges billed by the utility company(ies) providing
electrical service and payable by Tenant directly to such utility company(ies).
It is understood that electrical service to the Premises may be furnished by one
or more companies providing electrical generation, transmission and/or
distribution services and that the cost of electricity may be billed as a single
charge or divided into and billed in a variety of categories such as
distribution charges, transmission charges, generation charges, public good
charges or other similar categories. Landlord shall have the exclusive right to
select the company(ies) providing electrical service to the Building, Premises
and Property to aggregate the electrical service for the Building, Premises and
Property with other buildings, to purchase electricity for the Building,
Premises and Property through a broker and/or buyers group and to change the
providers and/or manner of purchasing electricity from time to time. In
addition, if Landlord bills Tenant directly for the cost of electricity as
Additional Base Rental, the cost of electricity may include (if permitted by
law) a reasonable, market standard administrative fee to reimburse Landlord for
the cost of reading meters, preparing invoices and related costs.

Tenant's use of electrical service in the Premises shall not exceed either in
voltage, rated capacity, use beyond Normal Business Hours or overall load of 300
amps for floors 2 through 17 and 125 amps for the Lobby/Branch Space. In the
event Tenant shall consume (or request that it be allowed to consume) electrical
service in excess of the load referenced herein, Landlord may refuse to consent
to such excess usage or may condition its consent to such excess usage upon such
conditions as Landlord reasonably elects (including the installation of utility
service upgrades, submeters, air handlers or cooling units), and the actual cost
of all such additional usage (to the extent permitted by law), installation and
maintenance thereof shall be paid for by Tenant as Additional
Base Rental. Landlord, at any time during the Lease Term, shall have the right
to separately meter electrical

                                       19

<PAGE>

usage for the Premises or to measure electrical usage by survey or any other
method that Landlord, in its reasonable judgment, deems to be appropriate.

Notwithstanding anything in this Article to the contrary, if Landlord permits
Tenant to purchase electrical power for the Premises from a provider other than
Landlord's designated company(ies), such provider shall be considered to be a
contractor of Tenant and Tenant shall indemnify and hold Landlord harmless from
such provider's acts and omissions while in, or in connection with their
services to, the Building or Premises in accordance with the terms and
conditions of Article XV. In addition, at the request of Landlord, Tenant shall
allow Landlord to purchase electricity from Tenant's provider at Tenant's rate
or at such lower rate as can be negotiated by the aggregation of Landlord's and
Tenant's requirements for electricity power.

XI.  Entry by Landlord.

Landlord and its agents or representatives shall have the right to enter the
Premises, except for secure areas or areas containing confidential information
unless accompanied by a representative of the Tenant, to inspect the same, or to
show the Premises to prospective purchasers, mortgagees, tenants (during the
last twelve months of the Lease Term) or insurers, or to clean or make repairs,
alterations or additions thereto, including any work that Landlord deems
necessary for the safety, protection or preservation of the Building or any
occupants thereof, or to facilitate repairs, alterations or additions to the
Building or any other tenants' premises. Except for any entry by Landlord in an
emergency situation or to provide normal cleaning and janitorial service,
Landlord shall provide Tenant with reasonable prior notice (not less than 24
hours) of any entry into the Premises, which notice may be given orally. If
reasonably necessary for the protection and safety of Tenant and its employees,
Landlord shall have the right to temporarily close the Premises to perform
repairs, alterations or additions in the Premises if done in accordance with all
federal and state banking laws. Landlord shall use reasonable efforts to perform
all such work on weekends and after Normal Business Hours. Entry by Landlord
hereunder shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof so long as the all the Premises
is usable during such time. Notwithstanding the foregoing, except in the case of
an emergency that threatens substantial damage to the Building or personal
injury, Landlord shall have no right to enter (and Tenant may prohibit access
to) the vault or safe deposit box areas of the Lobby/Branch Space, as such areas
may be designated by Tenant, in its reasonable discretion, from time to time. In
exercising its right of entry pursuant to this Lease, Landlord shall use
commercially diligent efforts: (i) to minimize any interference with the conduct
of Tenant's business, (ii) to prevent breaches of security, and (iii) to avoid
damage to the Premises or the equipment, fixtures or personal property of
Tenant.

XII. Assignment and Subletting.

Tenant shall not assign, sublease, transfer or encumber, in whole or in part (a
"Transfer") this Lease or any interest therein or grant any license, concession
or other right of occupancy of the Premises or any portion thereof or otherwise
permit the use of the Premises or any portion thereof by any party other than
Tenant (any of which events is hereinafter called a "Transfer") without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld with respect to any proposed assignment or subletting. Landlord's
consent shall not be considered unreasonably withheld if: (1) the proposed
transferee's financial responsibility does not meet the same criteria Landlord
uses to select Building tenants; (2) the proposed transferee's business is not
suitable for the Building considering the business of the other tenants and the
Building's prestige or would result in a violation of an exclusive right granted
to another tenant in the Building; (3) the proposed use is different than the
Permitted Use: (4) the proposed transferee is a government agency or occupant of
the Building; (5) Tenant is in default; or (6) any portion of the Building or
Premises would become subject to additional or different governmental laws or
regulations as a consequence of the proposed Transfer and/or the proposed
transferee's use and occupancy of the Premises. Tenant acknowledges that the
foregoing is not intended to be an exclusive list of the reasons for which
Landlord may reasonably withhold its consent to a

                                       20

<PAGE>

proposed Transfer. Any attempted Transfer in violation of the terms of this
Article shall, at Landlord's sole and absolute option, be void. Consent by
Landlord to one or more Transfers shall not operate as a waiver of Landlord's
rights as to any subsequent Transfers. In addition Tenant shall not, without
Landlord's prior written consent, publicly advertise the proposed rental rate
for any Transfer.

If Tenant requests Landlord's consent to a Transfer (if such consent is
required), Tenant, together with such request for consent, shall provide
Landlord with the name of the proposed transferee and the nature of the business
of the proposed transferee, the term, use, rental rate and all other material
terms and conditions of the proposed Transfer, including, without limitation, a
copy of the proposed assignment, sublease or other contractual documents and
evidence satisfactory to Landlord that the proposed transferee is financially
responsible. Landlord shall, within fifteen (15) business days after its receipt
of all information and documentation required herein, notify Tenant of its
decision to either consent to or reasonably refuse to consent to such Transfer
in writing, subject to the provisions of this Article. Landlord's failure to so
notify Tenant within such fifteen (15) business day period shall constitute
Landlord's consent to the proposed Transfer. In the event Landlord consents to
any such Transfer, the Transfer and consent thereto shall be in a form approved
by Landlord in its reasonable discretion, and Tenant shall bear all costs and
expenses incurred by Landlord in connection with the review and approval of such
documentation, which costs and expenses shall be not greater than Seven Hundred
Fifty Dollars ($750.00) for the initial five years of the Lease Term and One
Thousand Dollars ($1,000.00) thereafter.

Fifty percent (50%) of all cash or other proceeds (the "Transfer Consideration")
of any Transfer of Tenant's interest in this Lease and/or the Premises, whether
consented to by Landlord or not, shall be paid to Landlord and Tenant hereby
assigns all rights it might have or ever acquire in any such Transfer
Consideration to Landlord. In addition to the Rent hereunder, Tenant hereby
covenants and agrees to pay to Landlord all Transfer Consideration which it
receives within ten (10) days following receipt thereof by Tenant.

If Tenant is a corporation, limited liability company or similar entity, and if
at any time during the Lease Term the entity or entities who own the voting
shares at the time of the execution of this Lease cease for any reason
(including but not limited to merger, consolidation or other reorganization
involving another corporation) to own a majority of such shares, or if Tenant is
a partnership and if at any time during the Lease Term the general partner or
partners who own the general partnership interests in the partnership at the
time of the execution of this Lease, cease for any reason to own a majority of
such interests (except as the result of transfers by gift, bequest or
inheritance to or for the benefit of members of the immediate family of such
original shareholder(s) or partner(s)), such an event shall be deemed to be a
Transfer. The preceding sentence shall not apply whenever Tenant is a
corporation, the outstanding stock of which is listed on a recognized security
exchange, or if at least eighty percent (80%) of its voting stock is owned by
another corporation the voting stock of which is so listed.

EVENTS NOT REQUIRING LANDLORD'S PRIOR CONSENT - Notwithstanding the foregoing,
and provided Tenant remains primarily liable hereunder, Tenant shall have the
right without the prior written consent of the Landlord, to assign this Lease or
to sublet all or a portion of the Premises to (a) any entity that controls, is
controlled by or is under common control with, Tenant, or (b) any entity into
which or with which Tenant merges or consolidates (provided that in any of the
foregoing events, such assignee shall expressly agree in writing for the benefit
of the Landlord to assume all of Tenant's obligations hereunder accruing after
the effective date of assignment). In addition, Tenant shall have the right to
allow any of the entities described in the proceeding sentence to occupy
portions of the Premises in accordance with the provisions of this Lease
provided it maintains the Permitted Use of the Premises.

Any Transfer consented to by Landlord in accordance with this Article XIII shall
be only for the Permitted Use and for no other purpose. In no event shall any
Transfer release or relieve Tenant from any obligations under this Lease.

                                       21

<PAGE>

XIII.  Liens.

The interest of Landlord in the Premises shall not be subject in any way to any
liens including construction liens, for improvements to or other work performed
with respect to the Premises by or on behalf of Tenant. The Tenant shall have no
power or authority to create any lien or permit any lien to attach to the
present estate, reversion, or other estate of Landlord in the Premises or in the
Property and all mechanics, materialmen, contractors, artisans, and other
parties contracting with Tenant or its representatives or privies with respect
to the Premises or any part of the Premises are hereby charged with notice that
they must look to the Tenant to secure payment of any bill for work done or
material furnished or for any other purpose during the term of this Lease.
Without limiting the generality of the foregoing, Tenant agrees to obtain and
deliver to Landlord written and unconditional waivers of construction liens upon
the Premises and the Property, for all work or materials to be furnished to the
Premises at the request or direction of Tenant signed by all architects,
engineers, designers, contractors, subcontractors, materialmen, and laborers who
become involved in such work. Notwithstanding the foregoing, Tenant, at its
expense, shall cause any lien filed against the Premises or the Property, for
work or materials claimed to have been furnished to Tenant, to be discharged of
record or properly transferred to a bond pursuant to Section 713.24, Florida
Statutes (1991), within ten (10) days after notice thereof to Tenant. If Tenant
shall fail to so discharge such lien or transfer it to a bond as required above,
then, in addition to any other right or remedy of Landlord, Landlord may but
shall not be obligated to discharge or transfer the same to a bond. Any amount
paid by Landlord for any of the aforesaid purposes, including reasonable
attorney's fees (and to the extent permitted by law) shall be paid by Tenant to
Landlord on demand as Additional Base Rental. Landlord shall have the right to
post and keep posted on the Premises any notices that may be provided by law or
which Landlord may deem to be proper for the protection of Landlord, the
Premises and the Building from such liens. Tenant shall notify every contractor
making improvements to the Premises that the interest of the Landlord in the
Premises shall not be subject to liens for improvements to the Premises or for
other work performed with respect to the Premises by or on behalf of Tenant.
Upon request from Landlord, Tenant shall execute, acknowledge and deliver
without charge a memorandum of lease or notice in recordable form containing a
confirmation that the interest of the Landlord in the Premises and Property
shall not be subject to liens for improvements to the Premises or for other work
performed with respect to the Premises by or on behalf of Tenant.

XIV.   Indemnity and Waiver of Claims.

A. Tenant shall indemnify, defend and hold harmless Landlord, its members,
principals, beneficiaries, partners, officers, directors, employees,
Mortgagee(s) and agents, and the respective principals and members of any such
agents (collectively the "Landlord Related Parties") against and from all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including, without limitation, reasonable attorneys' fees and other
professional fees (if and to the extent permitted by law), which may be imposed
upon, incurred by, or asserted against Landlord or any of the Landlord Related
Parties and arising, directly or indirectly, out of or in connection with the
use, occupancy or maintenance of the Premises by, through or under Tenant
including, without limitation, any of the following: (1) any work or thing done
in, on or about the Premises or any part thereof by Tenant or any of its
transferees, agents, servants, contractors, employees, customers, licensees or
invitees (collectively, the "Tenant Responsible Parties"); (2) any use, non-use,
possession, occupation, condition, operation or maintenance of the Premises or
any part thereof by the Tenant Responsible Parties; (3) any act or omission of
Tenant or any of its transferees, agents, servants, contractors or employees on
the Property, regardless of whether such act or omission occurred within the
Premises; (4) any injury or damage to any person or property occurring in, on or
about the Premises or any part thereof to the extent caused by any Tenant
Responsible Party; or (5) any failure on the part of Tenant to perform or comply
with any of the covenants, agreements, terms or conditions contained in this
Lease that Tenant must comply or perform beyond any applicable notice and cure
periods. In case any action or proceeding is brought against Landlord or any of
the Landlord Related Parties by reason of any of the foregoing, Tenant shall, at
Tenant's sole cost and expense,

                                       22

<PAGE>

resist and defend such action or proceeding with counsel approved by Landlord
or, at Landlord's option, reimburse Landlord for the cost of any counsel
retained directly by Landlord to defend and resist such action or proceeding.

     Landlord shall indemnify, defend and hold harmless Tenant, its members,
principals, beneficiaries, partners, officers, directors, employees, lender(s)
and agents, and the respective principals and members of any such agents
(collectively the "Tenant Related Parties") against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including,
without limitation, reasonable attorneys' fees and other professional fees (if
and to the extent permitted by law), which may be imposed upon, incurred by, or
asserted against Tenant or any of the Tenant Related Parties and arising,
directly or indirectly, out of or in connection with the use, occupancy or
maintenance of the Property (or any portion thereof) by, Landlord including,
without limitation, any of the following: (1) any work or thing done in, on or
about the Property or any part thereof by Landlord or any of its transferees,
agents, servants, contractors, or employees (collectively, the "Landlord
Responsible Parties"); (2) any use, non-use, possession, occupation, condition,
operation or maintenance of the Property or any part thereof by the Landlord
Responsible Parties; (3) any act or omission of Landlord or any Landlord
Responsible Party on the Property (or any portion thereof); (4) any injury or
damage to any person or property occurring in, on or about the Property or any
part thereof to the extent caused by any Landlord Responsible Party; or (5) any
failure on the part of Landlord to perform or comply with any of the covenants,
agreements, terms or conditions contained in this Lease that Landlord must
comply or perform beyond any applicable notice and cure periods. In case any
action or proceeding is brought against Tenant or any of the Tenant Related
Parties by reason of any of the foregoing, Landlord shall, at Landlord's sole
cost and expense, resist and defend such action or proceeding with counsel
approved by Tenant or, at Tenant's option, reimburse Tenant for the cost of any
counsel retained directly by Tenant to defend and resist such action or
proceeding. Landlord Responsible Parties shall not include other tenants within
the Building or their employees, licensees or invitees.

B.   Except as provided above, Landlord and the Landlord Related Parties shall
not be liable for, and Tenant hereby waives, all claims for loss or damage to
Tenant's business or damage to person or property sustained by Tenant Related
Parties resulting from any accident or occurrence in, on or about the Premises,
the Building or the Property, including, without limitation, claims for loss,
theft or damage resulting from: (1) the Premises, Building, or Property or any
equipment or appurtenances becoming out of repair; (2) wind or weather; (3) any
defect in or failure to operate, for whatever reason, any sprinkler, heating or
air-conditioning equipment, electric wiring, gas, water or steam pipes; (4)
broken glass; (5) the backing up of any sewer pipe or downspout; (6) the
bursting, leaking or running of any tank, water closet, drain or other pipe; (7)
the escape of steam or water; (8) water, snow or ice being upon or coming
through the roof, skylight, stairs, doorways, windows, walks or any other place
upon or near the Building; (9) the falling of any fixture, plaster, tile or
other material; (10) any act, omission or negligence of other tenants, licensees
or any other persons or occupants of the Building or of adjoining or contiguous
buildings, or owners of adjacent or contiguous property or the public, or by
construction of any private, public or quasi-public work; or (11) any other
cause of any nature except, as to items 1-9, where such loss or damage is due to
Landlord's willful failure to make repairs required to be made pursuant to other
provisions of this Lease, after the expiration of a reasonable time after
written notice to Landlord of the need for such repairs. To the maximum extent
permitted by law, Tenant agrees to use and occupy the Premises, and to use such
other portions of the Building as Tenant is herein given the right to use, at
Tenant's own risk. This waiver shall not apply to any of the foregoing that is
caused by the intentional or negligent acts or omissions of Landlord or a
Landlord Related Party.

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<PAGE>

XV.  Tenant's Insurance.

At all times commencing on and after the earlier of the Commencement Date and
the date Tenant or its agents, employees or contractors enters the Premises for
any purpose, Tenant shall carry and maintain, at its sole cost and expense:

              1.  Commercial General Liability Insurance applicable to the
              Premises and its appurtenances providing, on an occurrence basis,
              a minimum combined single limit of Two Million Dollars
              ($2,000,000.00), with a contractual liability endorsement covering
              Tenant's indemnity obligations under this Lease.

              2.  All Risks of Physical Loss Insurance written at replacement
              cost value and with a replacement cost endorsement covering all of
              Tenant's Property in the Premises.

              3.  Workers' Compensation Insurance as required by the state in
              which the Premises is located and in amounts as may be required by
              applicable statute, and Employers Liability Coverage of One
              Million Dollars ($1,000,000.00) per occurrence.

Except for items for which Landlord is responsible under the Work Letter
Agreement, before any repairs, alterations, additions, improvements, or
construction are undertaken by or on behalf of Tenant, Tenant shall carry and
maintain, at its expense, or Tenant shall require any contractor performing work
on the Premises to carry and maintain, at no expense to Landlord, in addition to
Workers' Compensation Insurance as required by the jurisdiction in which the
Building is located, All Risk Builder's Risk Insurance in the amount of the
replacement cost of any alterations, additions or improvements (or such other
amount reasonably required by Landlord) and Commercial General Liability
Insurance (including, without limitation, Contractor's Liability coverage,
Contractual Liability coverage and Completed Operations coverage) written on an
occurrence basis with a minimum combined single limit of Two Million Dollars
($2,000,000.00) and adding "the named Landlord hereunder (or any successor
thereto), Osprey S.A. Ltd., a Florida limited partnership, and their respective
members, principals, beneficiaries, partners, officers, directors, employees,
agents and any Mortgagee(s)", and other designees of Landlord as the interest of
such designees shall appear, as additional insureds (collectively referred to as
the "Additional Insureds").

Any company writing any insurance which Tenant is required to maintain or cause
to be maintained pursuant to the terms of this Lease (all such insurance as well
as any other insurance pertaining to the Premises or the operation of Tenant's
business therein being referred to as "Tenant's Insurance"), as well as the form
of such insurance, shall at all times be subject to Landlord's reasonable
approval, and each such insurance company shall have a Best rating of "A-" or
better and shall be licensed or qualified to do business in the state in which
the Premises is located. All policies evidencing Tenant's Insurance (except for
Workers' Compensation Insurance) shall specify Tenant as named insured and the
Additional Insureds as additional insureds. Provided that the coverage afforded
Landlord and any designees of Landlord shall not be reduced or otherwise
adversely affected all of Tenant's Insurance may be carried under a blanket
policy covering the Premises and any other of Tenant's locations. All policies
of Tenant's Insurance shall contain endorsements that the insurer(s) will give
to Landlord and its designees at least thirty (30) days' advance written notice
of any change, cancellation, termination or lapse of said insurance. Tenant
shall be solely responsible for payment of premiums for all of Tenant's
Insurance. Tenant shall deliver to Landlord at least fifteen (15) days prior to
the time Tenant's Insurance is first required to be carried by Tenant, and upon
renewals at least fifteen (15) days prior to the expiration of any such
insurance coverage, a certificate of insurance of all policies procured by
Tenant in compliance with its obligations under this Lease. The limits of
Tenant's Insurance shall in no event limit Tenant's liability under this Lease.

Tenant shall not do or fail to do anything in, upon or about the Premises which
will: (1) violate the terms of any of Landlord's insurance policies; (2) prevent
Landlord from obtaining policies of insurance acceptable to

                                       24

<PAGE>

Landlord or any Mortgagees; or (3) result in an increase in the rate of any
insurance on the Premises, the Building, any other property of Landlord or of
others within the Building. In the event of the occurrence of any of the events
set forth in this paragraph, Tenant shall pay Landlord upon demand, as
Additional Base Rental, the cost of the amount of any increase in any such
insurance premium, provided that the acceptance by Landlord of such payment
shall not be construed to be a waiver of any rights by Landlord in connection
with a default by Tenant under the Lease. If Tenant fails to obtain the
insurance coverage required by this Lease within two (2) Business Days after
written notice from Landlord, Landlord may, at its option, obtain such insurance
for Tenant, and Tenant shall pay, as Additional Base Rental, the reasonable cost
of all premiums thereon.

 XVI.  Subrogation.

Notwithstanding anything set forth in this Lease to the contrary, Landlord and
Tenant do hereby waive any and all right of recovery, claim, action or cause of
action against the other, their respective principals, beneficiaries, partners,
officers, directors, agents, and employees, and, with respect to Landlord, its
Mortgagee(s), for any loss or damage that may occur to Landlord or Tenant or any
party claiming by, through or under Landlord or Tenant, as the case may be, with
respect to their respective property, the Building, the Property or the Premises
or any addition or improvements thereto, or any contents therein, by reason of
fire, the elements, or any other cause, regardless of cause or origin, including
the fault or negligence of Landlord or Tenant, or their respective principals,
beneficiaries, partners, officers directors, agents and employees and, with
respect to Landlord, its Mortgagee(s), which loss or damage is (or would have
been, had the insurance required by this Lease been carried) covered by
insurance. Since this mutual waiver will preclude the assignment of any such
claim by subrogation (or otherwise) to an insurance company (or any other
person), Landlord and Tenant each agree to give each insurance company which has
issued, or in the future may issue, policies of insurance, with respect to the
items covered by this waiver, written notice of the terms of this mutual waiver,
and to have such insurance policies properly endorsed, if necessary, to prevent
the invalidation of any of the coverage provided by such insurance policies by
reason of such mutual waiver. For the purpose of the foregoing waiver, the
amount of any deductible applicable to any loss or damage shall be deemed
covered by, and recoverable by the insured under the insurance policy to which
such deductible relates. In the event that either party is permitted to and
self-insures any risk which would have been covered by the insurance required to
be carried by such party pursuant to Article XVI or XVIII of the Lease, or if
such party fails to carry any insurance required to be carried by such party
pursuant to Article XVI or XVIII of this Lease, then all loss or damage to such
party, its leasehold or ownership interest, its business, its property, the
Premises, the Property, or the Building, or any additions or improvements
thereto or contents thereof shall be deemed covered by and recoverable by such
party under valid and collectible policies of insurance.

XVII.  Landlord's Insurance.

Throughout the Term, Landlord shall maintain property insurance on the Building
(including, without limitation, the Lobby/Branch Space Work and the Office Space
Work) in an amount not less than 80% of the full insurable replacement cost (as
determined by Landlord) of the Building insuring against loss or damage by fire
and such other risks as are covered by the current ISO Special Form policy.

Throughout the Term, Landlord shall also maintain Commercial General Liability
Insurance applicable to the Property (including, without limitation, the
Building and the Premises) and its appurtenances providing, on an occurrence
basis, a minimum combined single limit of Two Million Dollars ($2,000,000.00),
with a contractual liability endorsement covering Landlord's indemnity
obligations under this Lease.

Landlord may maintain the insurance required in this Article in whole or in part
under blanket policies, provided such insurance shall be made specifically
applicable to the Building on a "per location" basis. The

                                       25

<PAGE>

cost of such insurance shall be included as a part of the Basic Costs, and
payments for losses and recoveries thereunder shall be made solely to Landlord
or the Mortgagees of Landlord as their interests shall appear. Any company
writing any insurance that Landlord is required to maintain or cause to be
maintained pursuant to the terms of this Lease shall have a Best Rating of "A-"
or better and shall be licensed or approved to do business in the state in which
the Premises in located. Landlord shall, within fifteen (15) days after request
by Tenant, provide Tenant with evidence of Landlord's insurance in form and
substance reasonably acceptable to Tenant. The limits of Landlord's insurance
shall in no event limit Landlord's liability under this Lease.

XVIII.  Casualty Damage.

If the Premises or any part thereof shall be damaged by fire or other casualty,
Tenant shall give prompt written notice thereof to Landlord. In case the
Building shall be so damaged that in Landlord's reasonable judgment, substantial
alteration or reconstruction of the Building shall be required which cannot be
completed within 180 days (whether or not the Premises has been damaged by such
casualty) or in the event Landlord will not be permitted by applicable law to
rebuild the Building in substantially the same form as existed prior to the fire
or casualty or in the event the Premises has been materially damaged and there
is less than two (2) years of the Lease Term remaining on the date of such
casualty or in the event any Mortgagee should require that the insurance
proceeds payable as a result of a casualty be applied to the payment of the
mortgage debt or in the event of any material uninsured loss to the Building,
Landlord or Tenant may, at its option, terminate this Lease by notifying the
other in writing of such termination within ninety (90) days after the date of
such casualty. Such termination shall be effective as of the date of fire or
casualty, with respect to any portion of the Premises that was rendered
untenantable. If Landlord or Tenant do not elect to terminate this Lease,
Landlord shall commence and proceed with reasonable diligence to restore the
Building which shall be completed within 180 days from the date of destruction,
subject to Force Majeure (provided that Landlord shall not be required to
restore any unleased premises in the Building) and the Leasehold Improvements
(but excluding any improvements, alterations or additions made by Tenant in
violation of this Lease) located within the Premises, if any, which Landlord has
insured to substantially the same condition they were in immediately prior to
the happening of the casualty. Notwithstanding the foregoing, Landlord's
obligation to restore the Building, and the Leasehold Improvements, if any shall
not require Landlord to expend for such repair and restoration work more than
the insurance proceeds actually received by the Landlord as a result of the
casualty. When repairs to the Premises have been completed by Landlord, Tenant
shall complete the restoration or replacement of all Tenant's Property necessary
to permit Tenant's reoccupancy of the Premises, and Tenant shall present
Landlord with evidence satisfactory to Landlord of Tenant's ability to pay such
costs prior to Landlord's commencement of repair and restoration of the
Premises. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof, except that, subject to the provisions of the next
sentence, Landlord shall allow Tenant a fair diminution of Rent on a per diem
basis during the time and to the extent any damage to the Premises causes the
Premises to be rendered untenantable and not used by Tenant. If the Premises or
any other portion of the Building is damaged by fire or other casualty resulting
from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder
shall not be diminished during any period during which the Premises, or any
portion thereof, is untenantable (except to the extent Landlord is entitled to
be reimbursed by the proceeds of any rental interruption insurance), and Tenant
shall be liable to Landlord for the cost of the repair and restoration of the
Building caused thereby to the extent such cost and expense is not covered by
insurance proceeds. Landlord and Tenant hereby waive the provisions of any law
from time to time in effect during the Lease Term relating to the effect upon
leases of partial or total destruction of leased property. Landlord and Tenant
agree that their respective rights in the event of any damage to or destruction
of the Premises shall be those specifically set forth herein.

                                       26

<PAGE>

XIX. Intentionally Deleted.

XX.  Condemnation.

If (a) the whole or any substantial part of the Premises or (b) any portion of
the Building or Property which would leave the remainder of the Building
unsuitable for use as an office building comparable to its use on the
Commencement Date, shall be taken or condemned for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, then Landlord may, at its
option, terminate this Lease effective as of the date the physical taking of
said Premises or said portion of the Building or Property shall occur. In the
event this Lease is not terminated, the Rentable Area of the Building, the
Rentable Area of the Premises and Tenant's Pro Rata Share shall be appropriately
adjusted. In addition, Rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto the same being hereby expressly waived by Tenant except for any portions
of such award or proceeds which are specifically allocated by the condemning or
purchasing party for the taking of or damage to trade fixtures of Tenant, which
Tenant specifically reserves to itself.

XXI. Events of Default by Tenant.

The following events shall be deemed to be events of default (each an "Event of
Default") under this Lease:

a.  Tenant shall fail to pay when due any Base Rental, Additional Base Rental or
other Rent under this Lease, which failure continues for five (5) Business Days
after written notice from Landlord (hereinafter sometimes referred to as a
"Monetary Default"). The Notice hereunder must be delivered to Tenant as
described above.

b.  Any failure by Tenant (other than a Monetary Default) to comply with any
term, provision or covenant of this Lease, including, without limitation, the
Rules and Regulations, which failure is not cured within twenty (20) days after
delivery to Tenant of written notice of the occurrence of such failure;
provided, if Tenant has promptly commenced and diligently pursued remedial
action within such 20-day period but has been unable to cure its default prior
to the expiration thereof, such 20-day period shall be extended for a period
reasonably required for the completion of Tenant's remedial action.

c.  Tenant shall become insolvent, or shall make a transfer in fraud of
creditors, or shall commit an act of bankruptcy or shall make an assignment for
the benefit of creditors, or Tenant shall admit in writing its inability to pay
its debts as they become due.

d.  Tenant shall file a petition under any section or chapter of the United
States Bankruptcy Code, as amended, pertaining to bankruptcy, or under any
similar law or statute of the United States or any State thereof, or Tenant
shall be adjudged bankrupt or insolvent in proceedings filed against Tenant
thereunder, or a petition or answer proposing the adjudication of Tenant or any
provision of covenant of this Lease, including, without limitation, Tenant's
obligation to pay Rent when due, on three (3) occasions as a debtor, or its
reorganization under any present or future federal or state bankruptcy or
similar law shall be filed in any court and such petition or answer shall not be
discharged or denied within sixty (60) days after the filing thereof.

e.  A receiver or trustee shall be appointed for all or substantially all of the
assets of Tenant or of the Premises or of any of Tenant's Property located
thereon in any proceeding brought by Tenant or any such receiver or trustee
shall be appointed in any proceeding brought against Tenant and shall not be
discharged within sixty (60) days after such appointment or Tenant shall consent
to or acquiesce in such appointment.

f.  The leasehold estate hereunder shall be taken on execution or other process
of law or equity in any action against Tenant.

                                       27

<PAGE>

g. Tenant shall abandon or vacate any substantial portion of the first floor
offices or one floor of either the sixteenth or seventeenth floors of the
Premises without the prior written consent of Landlord.

h. Tenant shall fail to take possession of and occupy the Lobby/Branch Space of
the Premises within thirty (60) days following the Commencement Date.

i. The liquidation, termination, dissolution, or forfeiture of right to do
business of Tenant.

XXII. Remedies.

Upon the occurrence of an Event of Default, Landlord shall have the option to
pursue any one or more of the following remedies without any notice or demand
whatsoever (except as expressly prescribed in Article XXII above):

          1. Terminate this Lease, in which event Tenant shall immediately
          surrender the Premises to Landlord and Tenant's obligations shall
          cease. If Tenant fails to surrender the Premises upon termination of
          the Lease hereunder, Landlord may, without prejudice to any other
          remedy that it may have, enter upon and take possession of the
          Premises by any lawful means and expel or remove Tenant and any other
          person who may be occupying said Premises, or any part thereof, and
          Tenant hereby agrees to pay to Landlord on demand the amount of all
          loss and damage, which Landlord may suffer by reason of any failure to
          surrender the premises in a timely manner.

          2. Enter upon and take possession of the Premises and expel or remove
          Tenant or any other person who may be occupying said Premises, or any
          part thereof, without having any civil or criminal liability therefor
          and without terminating this Lease. Landlord may relet the Premises or
          any part thereof for the account of Tenant in the name of Tenant or
          Landlord or otherwise without notice to Tenant for such term or terms
          which may be greater or less than the period which would otherwise
          have constituted the balance of the Lease Term and on such conditions
          (which may include concessions, free rent and alterations of the
          Premises) and for such uses as Landlord in its reasonable discretion
          may determine, and Landlord may collect and receive any rents payable
          by reason of such reletting. Tenant agrees to pay Landlord on demand
          all past due rents, all Costs of Reletting and any deficiency that may
          arise by reason of such reletting or failure to relet. Landlord shall
          not be under any obligation to and shall not be responsible or liable
          for any failure to relet the Premises or any part thereof or for any
          failure to collect any Rent due upon any such reletting. No such
          re-entry or taking of possession of the Premises by Landlord shall be
          construed as an election on Landlord's part to terminate this Lease
          unless a written notice of such termination is given to Tenant.

          3. Except for property specifically exempted from the Landlord's
          statutory lien, Landlord may, without notice, remove and either
          dispose of or store, at Tenant's expense, any property belonging to
          Tenant that remains in the Premises after Landlord has regained
          possession thereof.

          4. In addition to any other Remedies provided for in this Lease or
          under Florida law, accelerate the Rent due under this Lease, in which
          event, Tenant shall immediately pay to Landlord the sum of: (a) all
          Rent accrued hereunder through the date of default, and, upon
          Landlord's determination thereof, (b) all Rent accrued hereunder from
          the date of default through the date of an award or judgment by any
          court, (c) an amount equal to the total Rent that Tenant would have
          been required to pay for the remainder of the Lease Term discounted to
          present value at five percent per annum.

For purposes of this Lease, the term "Costs of Reletting" shall mean all
commercially reasonable out-of-pocket costs and expenses incurred by Landlord in
connection with the repossession and reletting of the Premises,

                                       28

<PAGE>

including without limitation, the cost of cleaning, renovating, and repairing of
the Premises for a new tenant or tenants, advertisement, marketing, brokerage
and legal fees (if and to the extent permitted by law), the cost of protecting
or caring for the Premises while vacant, the cost of removing and storing any
property located on the Premises, any increase in insurance premiums caused by
the vacancy of the Premises and any other out-of-pocket expenses incurred by
Landlord including tenant incentives, allowances and inducements.

Except as otherwise herein provided, no repossession or re-entering of the
Premises or any part thereof pursuant to Article XXIII hereof or otherwise shall
relieve Tenant of its liabilities and obligations hereunder which shall survive
such repossession or reentering.

No right or remedy herein conferred upon or reserved to Landlord is intended to
be exclusive of any other right or remedy, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given hereunder
or now or hereafter existing by agreement, applicable law or in equity. In
addition to other remedies provided in this Lease, Landlord shall be entitled,
to the extent permitted by applicable law, to injunctive relief, or to a decree
compelling performance of any of the covenants, agreements, conditions or
provisions of this Lease, or to any other remedy allowed to Landlord at law or
in equity. Forbearance by Landlord to enforce one or more of the remedies herein
provided upon an Event of Default shall not be deemed or construed to constitute
a waiver of such default.

This Article XXIII shall be enforceable to the maximum extent such enforcement
is not prohibited by applicable law, and the unenforceability of any portion
thereof shall not thereby render unenforceable any other portion.

XXIII. Landlord Default.

Landlord shall be deemed to have committed a "Default" under this Lease in the
event Landlord fails to observe, perform, or comply with any of the terms,
covenants, agreements, or conditions contained in this Lease, and such failure
continues for a period of thirty (30) days (or such shorter period as provided
elsewhere in this Lease) after Tenant has given Landlord written notice of such
failure, provided, if Landlord has promptly commenced and diligently pursued
remedial action within such 30-day period but has been unable to cure its
default prior to the expiration thereof, such 30-day period shall be extended
for a period reasonably required for the completion of Landlord's remedial
action, provided Landlord continues to diligently pursue such remedial action.
In the event of a Default by Landlord, Tenant shall have all rights and remedies
provided for at law.

No right or remedy herein conferred upon or reserved to Tenant is intended to be
exclusive of any other right or remedy, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given hereunder
or now or hereafter existing by agreement, applicable law or in equity. In
addition to other remedies provided in this Lease, Tenant shall be entitled, to
the extent permitted by applicable law, to injunctive relief, or to a decree
compelling performance of any of the covenants, agreements, conditions or
provisions of this Lease, or to any other remedy allowed to Tenant at law or in
equity. Forbearance by Tenant to enforce one or more of the remedies herein
provided upon a Default shall not be deemed or construed to constitute a waiver
of such default.

XXIV.  Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY
OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT AGREES TO LOOK SOLELY TO
LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER

                                       29

<PAGE>

LANDLORD NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR
BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES WRITTEN NOTICE AND REASONABLE TIME TO CURE SUCH
ALLEGED DEFAULT BY LANDLORD.

XXV.   Intentionally Deleted.

XXVI.  No Waiver.

Failure of either party to declare any default immediately upon its occurrence,
or delay in taking any action in connection with a default shall not constitute
a waiver of such default, nor shall it constitute an estoppel against such
party, but such party shall have the right to declare the default at any time
and take such action as is lawful or authorized under this Lease. Failure by
either party to enforce its rights with respect to any one default shall not
constitute a waiver of its rights with respect to any subsequent default.
Receipt by Landlord of Tenant's keys to the Premises shall not constitute an
acceptance or surrender of the Premises.

XXVII. Event of Bankruptcy.

In addition to, and in no way limiting the other remedies set forth herein,
Landlord and Tenant agree that if Tenant ever becomes the subject of a voluntary
or involuntary bankruptcy. reorganization, composition, or other similar type
proceeding under the federal bankruptcy laws, as now enacted or hereinafter
amended, then:

"Adequate protection" of Landlord's interest in the Premises pursuant to the
provisions of Section 361 and 363 (or their successor sections) of the
Bankruptcy Code, 11 U.S.C. Section 101 et seq., (such Bankruptcy Code as amended
from time to time being herein referred to as the "Bankruptcy Code"), prior to
assumption and/or assignment of the Lease by Tenant shall include, but not be
limited to all (or any part) of the following:

          1. the continued payment by Tenant of the Base Rental and all other
          Rent due and owing hereunder and the performance of all other
          covenants and obligations hereunder by Tenant; and

          2. the furnishing of an additional/new security deposit by Tenant in
          the amount of three (3) times the then current monthly Base Rental.

"Adequate assurance of future performance" by Tenant and/or any assignee of
Tenant pursuant to Bankruptcy Code Section 365 (or successor section) will
include (but not be limited to) payment of an additional/new Security Deposit in
the amount of three (3) times the then current monthly Base Rental payable
hereunder.

Any person or entity to which this Lease is assigned pursuant to the provisions
of the Bankruptcy Code, shall be deemed without further act or deed to have
assumed all of the obligations of Tenant arising under this Lease on and after
the effective date of such assignment. Any such assignee shall, upon demand by
Landlord, execute and deliver to Landlord an instrument confirming such
assumption of liability.

Notwithstanding anything in this Lease to the contrary, all amounts payable by
Tenant to or on behalf of the Landlord under this Lease, whether or not
expressly denominated as "Rent," shall constitute "rent" for the purposes of
Section 502(b) (6) of the Bankruptcy Code (or successor section).

                                       30

<PAGE>

If this Lease is assigned to any person or entity pursuant to the provisions of
the Bankruptcy Code, any and all monies or other considerations payable or
otherwise to be delivered to Landlord (including Base Rentals and other Rent
hereunder), shall be and remain the exclusive property of Landlord and shall not
constitute property of Tenant or of the bankruptcy estate of Tenant. Any and all
monies or other considerations constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust by
Tenant or Tenants bankruptcy estate for the benefit of Landlord and shall be
promptly paid to or turned over to Landlord.

If Tenant assumes this Lease and proposes to assign the same pursuant to the
provisions of the Bankruptcy Code to any person or entity who shall have made a
bona fide offer to accept an assignment of this Lease on terms acceptable to the
Tenant, then notice of such proposed offer/assignment setting forth: (1) the
name and address of such person or entity, (2) all of the terms and conditions
of such offer and (3) the adequate assurance to be provided Landlord to assure
such person's or entity's future performance under the Lease, shall be given to
Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but
in any event no later than ten (10) days prior to the date that Tenant shall
make application to a court of competent jurisdiction for authority and approval
to enter into such assumption and assignment, and Landlord shall thereupon have
the prior right and option, to be exercised by notice to Tenant given at any
time prior to the effective date of such proposed assignment, to accept an
assignment of this Lease upon the same terms and conditions and for the same
consideration, if any, as the bona fide offer made by such persons or entity,
less any brokerage commission which may be payable out of the consideration to
be paid by such person for the assignment of this Lease.

To the extent permitted by law, Landlord and Tenant agree that this Lease is a
contract under which applicable law excuses Landlord from accepting performance
from (or rendering performance to) any person or entity other than Tenant within
the meaning of Sections 365(c) and 365(e) (2) of the Bankruptcy Code (or their
successor sections).

XXVIII. Waiver of Jury Trial.

Landlord and Tenant hereby waive any right to a trial by jury in any action or
proceeding based upon, or related to, the subject matter of this Lease. This
waiver is knowingly, intentionally, and voluntarily made by Tenant, and Tenant
acknowledges that neither Landlord nor any person acting on behalf of Landlord
has made any representations of fact to induce this waiver of trial by jury or
in any way to modify or nullify its effect. Tenant further acknowledges that it
has been represented (or has had the opportunity to be represented) in the
signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

XXIX.   Intentionally Deleted.

XXX.    Holding Over.

In the event of holding over by Tenant after expiration or other termination of
this Lease or in the event Tenant continues to occupy the Premises after the
termination of Tenant's right of possession pursuant to Articles XXII and XXIII
hereof, occupancy of the Premises subsequent to such termination or expiration
shall be that of a tenancy at sufferance and in no event for month-to-month or
year-to-year. Tenant shall, throughout the entire holdover period, be subject to
all the terms and provisions of this Lease and shall pay for its per diem use
and occupancy an amount equal to twice the sum of the Base Rental and Additional
Base Rental due for the period immediately preceding such holding over. No
holding over by Tenant or payments of money by Tenant to Landlord after the
expiration of the term of this Lease shall be construed to extend the Lease Term
or prevent Landlord from recovery of immediate possession of the Premises by
summary proceedings or otherwise. In addition to the obligation to pay the
amounts set forth above during any such holdover period, Tenant also shall

                                       31

<PAGE>

be liable to Landlord for all damage, which Landlord may suffer by reason of any
holding over by Tenant, and Tenant shall indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in delivering possession of the Premises to such other tenant or
prospective tenant.

XXXI. Subordination to Mortgages; Estoppel Certificate.

Tenant accepts this Lease subject and subordinate to any mortgage, deed of
trust, ground lease or other lien presently existing or hereafter arising upon
the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof (any such mortgage. deed of
trust, lease or other lien being hereinafter referred to as a "Mortgage", and
the person or entity having the benefit of same being referred to hereinafter as
a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right
at any time to subordinate such Mortgage to this Lease on such terms and subject
to such conditions as such Mortgagee may deem appropriate in its discretion.
This clause shall be self-operative and no further instrument of subordination
shall be required. As a condition to the subordination of this Lease to any
future mortgagee, Landlord shall obtain and deliver to Tenant from any future
Mortgagee a written subordination and non-disturbance agreement in recordable
form substantially in the form of Exhibit I attached hereto (an "SNDA")
providing that, so long as Tenant performs all of the terms, covenants and
conditions of this Lease and agrees to attorn to the mortgagee, beneficiary of
the deed of trust, purchaser at a foreclosure sale, prime lessor or fee owner,
Tenant's rights under this Lease shall not be disturbed and shall remain in full
force and effect for the Lease Term, and Tenant shall not be joined by the
holder of any mortgage or deed of trust, at the holder's option, in any action
or proceeding to foreclose thereunder. If a current Mortgage exists, Landlord
will, within thirty (30) days of the full execution of this lease, deliver to
Tenant an executed SNDA from the Mortgagee holding such Mortgage.

XXXII. Each party agrees that it will from time to time upon request by the
other party and, within ten (10) Business Days after the date of such request,
execute and deliver to the requesting party an estoppel certificate or other
similar statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as so modified), stating the dates to which Rent and
other charges payable under this Lease have been paid, stating that the
requesting party is not in default hereunder (or stating the nature of any
alleged default), and further stating such other matters as the requesting party
shall reasonably require.

XXXIII. Attorneys' Fees and Costs.

If either Landlord or Tenant commences any litigation or judicial action to
determine or enforce any of the provisions of this Lease, the prevailing party
in any such litigation or judicial action is entitled to recover all of its
costs and expenses (including, but not limited to, reasonable attorneys' fees,
costs and expenditures) from the nonprevailing party. If, without fault, either
Landlord or Tenant is made a party to any litigation instituted by or against
the other, the other will indemnify the faultless party against all loss,
liability, and expenses (including, but not limited to, reasonable attorneys'
fees, costs and expenditures) incurred by the faultless party in connection with
such litigation.

XXXIV.  Notice.

Except as otherwise provided in this Lease, whenever any demand, request,
approval, consent or notice ("Notice") shall or may be given to either of the
parties by the other, each such Notice shall be in writing and shall be sent by
registered or certified mail with return receipt requested, or sent by overnight
courier service (such as Federal Express) at the respective addresses of the
parties for notices as set forth in Article I.10. of this Lease. Any Notice
under this Lease delivered by registered or certified mail shall be deemed to
have been given, delivered, received and effective on the earlier of (a) the
third Business Day following the day on which

                                       32

<PAGE>

the same shall have been mailed with sufficient postage prepaid or (b) the
delivery date indicated on the return receipt. Notice sent by overnight courier
service shall be deemed given, delivered, received and effective upon the
Business Day after such notice is delivered to or picked up by the overnight
courier service. Either party may, at any time, change its Notice Address by
giving the other party Notice stating the change and setting forth the new
address.

XXXV.   Landlord's Lien.

  Landlord shall be entitled to its statutory and common law lien rights as a
Landlord. Notwithstanding the foregoing, the Landlord hereby waives all lien
rights as it relates to documents, papers or electronic media that contain
confidential financial information, electronic equipment, cash, notes,
negotiable instruments, travelers checks, blank check stock, safe deposit boxes,
and property of third parties in the possession of Tenant.

XXXVI.  Excepted Rights

This Lease does not grant any rights to light or air over or about the Building.
Landlord specifically excepts and reserves to itself the use of any roofs, the
exterior portions of the Premises (subject to Tenant's signage rights), all
rights to the land and improvements below the improved floor level of the
Premises, the improvements and air rights above the Premises and the
improvements and air rights located outside the demising walls of the Premises,
and such areas within the Premises (to the extent within the walls, below the
floors, or above the ceilings) as are required for installation of utility lines
and other installations required to serve any occupants of the Building and the
right to maintain and repair the same, and no rights with respect thereto are
conferred upon Tenant unless otherwise specifically provided herein. Subject to
Tenant's rights described in this Lease, Landlord further reserves to itself the
right from time to time: (a) to change the Building's name and street address;
(b) to install, fix and maintain signs on the exterior and interior of the
Building, subject at all times to Tenant's signage rights under this Lease; (c)
to designate and approve window coverings; (d) to make any decorations,
alterations, additions, or improvements to the Building, or any part thereof
(including the Premises) that Landlord shall reasonably deem necessary for the
safety, protection, preservation or improvement of the Building, or as Landlord
may be required to do by law, subject to the restrictions and conditions imposed
on Landlord's entry into the Premises as contained in this Lease; (e) to have
access to the Premises to perform its duties and obligations and to exercise its
rights under this Lease, subject to the restrictions and conditions imposed on
Landlord's entry into the Premises as contained in this Lease; (f) to retain at
all times and to use pass-keys to all locks within and into the Premises,
subject to the restrictions and conditions imposed on Landlord's entry into the
Premises as contained in this Lease; (g) to approve the weight, size, or
location of heavy equipment, or articles in and about the Premises excluding
those included in the Landlord Work or as otherwise contemplated in this Lease;
(h) to close or restrict access to the Building at all times other than Normal
Business Hours subject to Tenant's right to admittance at all times under such
reasonable security regulations as Landlord may prescribe from time to time; (i)
to change the arrangement and/or location of entrances of passageways, doors and
doorways, corridors, elevators, stairs, toilets, and public parts of the
Building but only to the extent located outside of the Premises; and (j)
exclusive rights as described to grant to anyone the exclusive right to conduct
any business or undertaking in the Building. Landlord, in accordance with
Article XII hereof, shall have the right to the Premises in connection with the
exercise of any of the rights set forth herein and such entry into the Premises
and the performance of any work therein shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof; provided, in exercising its rights as set forth in this Article,
Landlord shall use reasonable efforts to not (i) materially deprive Tenant of
the use and enjoyment of the Premises or any portion thereof, (ii) materially
interfere with Tenant's access to the Building, parking areas, or the Premises,
or (iii) materially and adversely affect the flow of traffic within the parking
areas.

                                       33

<PAGE>

XXXVII.  Surrender of Premises.

At the expiration or earlier termination of this Lease or Tenant's right of
possession hereunder, Tenant shall remove all Tenant's Property (unless
otherwise agreed to by the parties) from the Premises and quit and surrender the
Premises to Landlord, broom clean, and in good order, condition and repair,
ordinary wear and tear and casualty damage (but only to the extent of insurance
proceeds received by Landlord relative to such casualty) excepted. If Tenant
fails to remove any of Tenant's Property within five (5) days after the
termination of this Lease or Tenant's right to possession hereunder, Landlord,
at Tenant's sole cost and expense, shall be entitled to remove and/or store such
Tenant's Property in any lawful manner and Landlord shall in no event be
responsible for the value, preservation or safekeeping thereof. Tenant shall pay
Landlord, upon demand any and all expenses caused by such removal and all
storage charges against such property so long as the same shall be in the
possession of Landlord or under the control of Landlord. In addition, if, after
the termination of this lease, Tenant fails to remove any Tenants Property from
the Premises or storage, as the case may be, within ten (10) days after written
notice from Landlord, Landlord, at its option, may deem all or any part of such
Tenant's Property to have been abandoned by Tenant and title thereof shall
immediately pass to Landlord.

XXXVIII. Miscellaneous.

Severability/Construction. If any term or 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 term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and enforced to the fullest
extent permitted by law. This Lease represents the result of negotiations
between Landlord and Tenant, each of which has been (or has had opportunity to
be) represented by counsel of its own selection, and neither of which has acted
under duress or compulsion, whether legal, economic or otherwise. Consequently,
Landlord and Tenant agree that the language in all parts of the Lease shall in
all cases be construed as a whole according to its fair meaning and neither
strictly for nor against Landlord or Tenant.

Recording Documents. Tenant agrees not to record this Lease or any memorandum
hereof without Landlord's prior written consent.

Governing Law. This Lease and the rights and obligations of the parties hereto
shall be interpreted, construed, and enforced in accordance with the laws of the
state in which the Building is located. Venue for any action arising out of this
Lease shall be in Pinellas County, Florida.

Force Majeure. Events of "Force Majeure" shall include strikes, riots, acts of
God, shortages of labor or materials, war, governmental law, regulations or
restrictions and any other cause whatsoever that is beyond the reasonable
control of Landlord, provided Landlord uses all commercially reasonable efforts
to avoid and minimize any such delays. Whenever a period of time is herein
prescribed for the taking of any action by either party (except for the payment
of money), such party shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to events
of Force Majeure.

Assignment by Landlord. Landlord shall have the right to transfer and assign, in
whole or in part, all of its rights and obligations hereunder and in the
Building and Property referred to herein, and in such event and upon such
transfer Landlord shall be released from any further obligations hereunder, and
Tenant agrees to look solely to such successor in interest of Landlord for the
performance of such obligations, provided such successor assumes, in writing,
all of the transferor's duties and obligations, as Landlord, hereunder arising
subsequent to the date of assignment.

Brokers. Tenant and Landlord each hereby represent to the other that it has
dealt directly with and only with the Broker as a broker in connection with this
Lease. Tenant agrees to indemnify and hold Landlord and the Landlord Related
Parties harmless from all claims of any other brokers claiming to have
represented Tenant in

                                       34

<PAGE>

connection with this Lease. Landlord agrees to indemnify and hold Tenant and the
Tenant Related Parties harmless from all claims of any brokers claiming to have
represented Landlord in connection with this Lease. Landlord shall pay Broker's
commissions and fees pursuant to a separate agreement.

Organizational Form of Tenant. In the event either party is a corporation
(including any form of professional association) partnership (general or
limited), or other form of organization other than an individual (each such
entity is individually referred to herein as an "Organizational Entity"), then
such party (the "Representing Party") hereby covenants, warrants and represents
to the other party: (1) that the individual who executed this Lease is duly
authorized to execute or attest and deliver this Lease on behalf of the
Representing Party in accordance with the organizational documents of the
Representing Party; (2) that this Lease is binding upon the Representing Party;
(3) that the Representing Party is duly organized and legally existing in the
state of its organization, and is qualified to do business in the state in which
the Premises is located; and (4) that the execution and delivery of this Lease
by the Representing Party will not result in any breach of, or constitute a
default under any mortgage, deed of trust, lease, loan, credit agreement,
partnership agreement or other contract or instrument to which the Representing
Party is a party or by which the Representing Party may be bound. If the Tenant
is an Organizational Entity, upon request, Tenant will, prior to the
Commencement Date, deliver to Landlord true and correct copies of an appropriate
resolution or consent of Tenant's board of directors or other appropriate
governing body of Tenant authorizing or ratifying the execution and delivery of
this Lease, which resolution or consent will be duly certified to Landlord's
satisfaction by an appropriate individual with authority to certify such
documents, such as the secretary or assistant secretary or the managing general
partner of Tenant.

Tenant Financial Statement(s). At any time during the Lease Term, Tenant shall
provide Landlord, upon ten (10) days' prior written notice from Landlord, with a
current financial statement and financial statements of the two (2) years prior
to the current financial statement year and such other information as Landlord
or its Mortgagee may request in order to create a "business profile" of Tenant
and determine Tenant's ability to fulfill its obligations under this Lease. Such
statement shall be prepared in accordance with generally accepted accounting
principles and, if such is the normal practice of Tenant, shall be audited by an
independent certified public accountant. Nothing herein shall apply so long as
Tenant's financial information is publicly available.

Time is of Essence. Except as expressly otherwise herein provided, with respect
to all required acts of Landlord and Tenant, time is of the essence of this
Lease. This Lease shall create the relationship of Landlord and Tenant between
the parties hereto.

Benefit. This Lease and the covenants and conditions herein contained shall
inure to the benefit of and be binding upon Landlord and Tenant and their
respective permitted successors and assigns.

Expiration of the Lease Term. Notwithstanding anything to the contrary contained
in this Lease, the expiration of the Lease Term, whether by lapse of time or
otherwise, shall not relieve Landlord or Tenant from its obligations accruing
prior to the expiration of the Lease Term and such obligations shall survive any
such expiration or other termination of the Lease Term.

Headings. The headings and titles to the paragraphs of this Lease are for
convenience only and shall have no affect upon the construction or
interpretation of any part hereof.

Quiet Enjoyment. Tenant shall, and may peacefully have, hold, and enjoy the
Premises, provided that Tenant pays the Rent herein recited to be paid by Tenant
and performs all of Tenant's covenants and agreements herein contained pursuant
to the terms and conditions of this Agreement. This covenant and any and all
other covenants of Landlord shall be binding upon Landlord and its successors
only during its or their respective periods of ownership of the Landlord's
interest hereunder.

                                       35

<PAGE>

Lender Approval. Landlord represents and warrants to Tenant that all lenders of
Landlord whose approval is necessary for Landlord's execution of this Lease have
authorized all terms, covenants, and conditions, of the Lease prior to the date
of this Lease.

Radon Gas. Pursuant to Florida Statute 404.056 (subsection 8), Tenant is hereby
notified that radon is naturally occurring radioactive gas that, when
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.

XXXIX. Entire Agreement.

This Lease, including the following Exhibits which are hereby incorporated into
this Lease:

        Exhibit A-1     -    Outline and Location of Lobby/Branch Space
        Exhibit A-2     -    Outline and Location of Office Space on 16/th/ and
                             17/th/ Floors
        Exhibit A-3     -    Outline and Location of Office Space on First Floor
        Exhibit A-4     -    Legal Description of Property
        Exhibit B       -    Building Rules and Regulations
        Exhibit C       -    Commencement Letter
        Exhibit D       -    Work Letter Agreement
        Exhibit E       -    Additional Provisions
        Exhibit F       -    Parking Agreement
        Exhibit G       -    Janitorial Specifications
        Exhibit H       -    Basic Costs Exclusions
        Exhibit I       -    Subordination and Non-Disturbance Agreement

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. TENANT EXPRESSLY
ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT MAKING, AND
TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY
WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT
THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. ALL UNDERSTANDINGS AND
AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE MERGED IN THIS LEASE WHICH
ALONE FULLY AND COMPLETELY EXPRESSES THE AGREEMENT OF THE PARTIES, NEITHER PARTY
RELYING UPON ANY STATEMENT OR REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS
LEASE MAY BE MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT.
LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED
WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE EXCEPT AS SET
FORTH IN THIS LEASE, ALL OF WHICH ARE HEREBY WAIVED BY TENANT, AND THAT THERE
ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

                                       36

<PAGE>

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

<TABLE>
<S>                                     <C>
MUST HAVE 2 WITNESS SIGNATURES                    "LANDLORD"

                                        OSPREY S.P. PROPERTIES, L.L.C.
                                        a Florida limited liability company

                                           By:  Lyon Properties Associates, L.L.C., a Michigan
                                                limited liability company, as its Manager

/s/ Michael G. Contrell                         By: /s/ Michael J. Biber
------------------------------------               ----------------------------
Name (print): Michael G. Contrell               Name (print): MICHAEL J. BIBER
              ----------------------            Its: Manager


/s/ Kathleen A. Glass
--------------------------------
Name (print): Kathleen A. Glass
              ------------------
                                                  "TENANT"

                                        REPUBLIC BANK, a commercial bank organized
                                        and existing under the laws of the State of Florida

/s/ Thomas A. Mann II                   By: /s/ Wiliam R. Klich
------------------------------------
Name (print): Thomas A. Mann II         Print Name: William R. Klich
              ----------------------              ---------------------------
                                        As Its: Chairman & CEO
                                               ------------------------------

/s/ Tina Gruber
----------------------------
Name (print): Tina Gruber
              --------------
</TABLE>

                                       37

<PAGE>

                                   EXHIBIT A-1
                   OUTLINE AND LOCATION OF LOBBY/BRANCH SPACE

                                     [MAP]

                                   Exhibit A-1

<PAGE>


                                   EXHIBIT A-2
          OUTLINE AND LOCATION OF OFFICE SPACE ON 16/TH/ AND 17/TH/ FLOORS

                                     [MAP]

                                   Exhibit A-2

<PAGE>

                                   EXHIBIT A-3
               OUTLINE AND LOCATION OF OFFICE SPACE ON FIRST FLOOR

                                      [MAP]

                                  Exhibit A-3

<PAGE>

                                   EXHIBIT A-4
                          LEGAL DESCRIPTION OF PROPERTY

Lot 1, Block 1 of REVISED MAP OF ST. PETERSBURG BLOCK 31 PARTIAL REPLAT,
according to the map or plat thereof as recorded in Plat Book 85, page 15,
Public Records of Pinellas County, Florida. Together with the sub-surface
easement within the below described real property being more particularly
described as follows:

Commence at the Northwest corner of the REVISED MAP OF ST. PETERSBURG BLOCK 31
PARTIAL REPLAT, according to the map or plat thereof as recorded in Plat Book
85, page 15, Public Records of Pinellas County, Florida said corner also being
the intersection of the Southerly right of way line of Central Avenue and the
Easterly right of way line of 4/th/ Street; thence South 47.54 feet along said
Easterly right of way line of 4/th/ Street South to a Point of Beginning; thence
continue South 100.00 feet; thence West 7.00 feet; thence North 100 feet; thence
East 7.00 feet to the Point of Beginning. Lying between National Geodetic
vertical datum of 1929 elevations of 24.00 feet and 31.00 feet.

                                   Exhibit A-4

<PAGE>

                                    EXHIBIT B
                         BUILDING RULES AND REGULATIONS

     The following Rules and Regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto. Notwithstanding anything in the Lease or
Exhibit B to the Lease to the contrary, the Rules and Regulations shall be
subject to the express terms and conditions of the Lease (including, without
limitation, Tenant's rights thereunder), and in the event of any conflict
between any Rule and Regulation and any express term or condition of the Lease,
the term or condition of the Lease shall control.

          1. Sidewalks, doorways, vestibules, halls, stairways and other similar
          areas shall not be obstructed by Tenant or used by Tenant for any
          purpose other than ingress and egress to and from the Premises. No
          rubbish, litter, trash, or material of any nature shall be placed,
          emptied, or thrown in those areas. At no time shall Tenant permit
          Tenant's employees to loiter in common areas or elsewhere in or about
          the Building or Property.

          2. Plumbing fixtures and appliances shall be used only for the
          purposes for which designed, and no sweepings, rubbish, rags or other
          unsuitable material shall be thrown or placed therein. Damage
          resulting to any such fixtures or appliances from such misuse by
          Tenant or its agents, employees or invitees, shall be paid for by
          Tenant, and Landlord shall not in any case be responsible therefor.

          3. Subject to Tenant's signage rights under the Lease, no signs,
          advertisements or notices shall be painted or affixed on or to any
          windows, doors or other parts of the Building, except those of such
          color, size, style and in such places as shall be first approved in
          writing by Landlord. No part of the Building shall be defaced by
          Tenant.

          4. Subject to Tenant's signage rights under the Lease, Landlord may
          provide and maintain in the first floor main lobby of the Building an
          alphabetical directory board listing all Tenants, and no other
          directory shall be permitted unless previously consented to by
          Landlord in writing.

          5. Tenant shall not place any additional lock or locks on any door in
          the Premises or Building without Landlord's prior written consent. A
          reasonable number of keys to the locks on the doors in the Premises
          shall be furnished by Landlord to Tenant at the cost of Tenant, and
          Tenant shall not have any duplicate keys made. All keys shall be
          returned to Landlord at the expiration or earlier termination of this
          Lease.

          6. All contractors, contractor's representatives, and installation
          technicians performing work in the Building shall be subject to
          Landlord's prior approval and shall be required to comply with
          Landlord's standard rules, regulations, policies and procedures, as
          the same may be revised from time to time. Tenant shall be solely
          responsible for complying with all applicable laws, codes and
          ordinances pursuant to which said work shall be performed.

          7. Movement in or out of the Building of furniture or office
          equipment, or dispatch or receipt by Tenant of any merchandise or
          materials which require the use of elevators, stairways, lobby areas,
          or loading dock areas, shall be restricted to hours designated by

                                  Exhibit B-1

<PAGE>

          Landlord. Tenant must seek Landlord's prior approval by providing in
          writing a detailed listing of any such activity. If approved by
          Landlord, such activity shall be under the supervision of Landlord and
          performed in the manner stated by Landlord. Tenant is to assume all
          risk for damage to articles moved and injury to any persons resulting
          from such activity. If any equipment, property, and/or personnel of
          Landlord or of any other tenant is damaged or injured as a result of
          or in connection with such activity Tenant shall be solely liable for
          any and all damage or loss resulting therefrom.

          8.  Landlord shall have the power to prescribe the weight and position
          of safes and other heavy equipment or items, which in all cases shall
          not in the opinion of Landlord exceed acceptable floor loading and
          weight distribution requirements. All damage done to the Building by
          the installation, maintenance, operation, existence or removal of any
          property of Tenant shall be repaired at the expense of Tenant.

          9.  Corridor doors when not in use shall be kept closed.

          10. Tenant shall not: (1) make or permit any improper, objectionable
          or unpleasant noises or odors in the Building, or otherwise interfere
          in any way with other tenants or persons having business with them;
          (2) solicit business or distribute, or cause to be distributed, in any
          portion of the Building (other than the Premises) any handbills,
          promotional materials or other advertising; or (3) conduct or permit
          any other activities in the Building that constitute a nuisance.

          11. No animals, except seeing eye dogs, shall be brought into or kept
          in, on or about the Premises.

          12. No inflammable, explosive or dangerous fluid or substance shall be
          used or kept by Tenant in the Premises or Building. Tenant shall not,
          without Landlord's prior written consent, use, store, install, spill,
          remove, release or dispose of within or about the Premises or any
          other portion of the Property, any asbestos-containing materials or
          any solid, liquid or gaseous material now or hereafter considered
          toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et
          seq. or any other applicable environmental law which may now or
          hereafter be in effect. If Landlord does give written consent to
          Tenant pursuant to the foregoing sentence, Tenant shall comply with
          all Laws pertaining to and governing such use by Tenant, and shall
          remain liable for all costs of cleanup or removal in connection
          therewith

          13. Tenant shall not use or permit the Premises or any portion thereof
          to be used for lodging, sleeping or for any illegal purpose.

          14. Tenant shall not take any action which would violate Landlord's
          labor contracts affecting the Building or which would cause any work
          stoppage, picketing, labor disruption or dispute, or any interference
          with the business of Landlord or any other tenant or occupant of the
          Building or with the rights and privileges of any person lawfully in
          the Building. Tenant shall take any actions necessary to resolve any
          such work stoppage, picketing, labor disruption, dispute or
          interference and shall have pickets removed and, at the request of
          Landlord, immediately terminate at any time any construction work
          being performed in the Premises giving rise to such labor problems,
          until such time as Landlord shall have given its written consent for
          such work to resume. Tenant shall have no claim for damages of any
          nature against Landlord or any of the

                                  Exhibit B-2

<PAGE>

          Landlord Related Parties in connection therewith, nor shall the date
          of the commencement of the Term be extended as a result thereof.

          15. Tenant shall not install, operate or maintain in the Premises or
          in any other area of the Building, any electrical equipment which does
          not bear the U/L (Underwriters Laboratories) seal of approval, or
          which would overload the electrical system or any part thereof beyond
          its capacity for proper, efficient and safe operation as determined by
          Landlord. taking into consideration the overall electrical system and
          the present and future requirements therefor in the Building. Tenant
          shall not furnish any cooling or heating to the Premises, including,
          without limitation, the use of any electronic or gas heating devices,
          without Landlord's prior written consent. Tenant shall not use more
          than its proportionate share of telephone lines available to service
          the Building.

          16. Tenant shall not operate or permit to be operated on the Premises
          any coin or token operated vending machine or similar device
          (including, without limitation, telephones, lockers, toilets, scales,
          amusement devices and machines for sale of beverages, foods, candy,
          cigarettes or other goods), except for those vending machines or
          similar devices which are approved by the Landlord for the sole and
          exclusive use of Tenant's employees and invitees.

          17. Bicycles and other vehicles are not permitted inside or on the
          walkways outside the Building, except in those areas specifically
          designated by Landlord for such purposes.

          18. Landlord may from time to time adopt appropriate and reasonable
          systems and procedures for the security or safety of the Building, its
          occupants, entry and use, or its contents. Tenant, Tenant's agents,
          employees, contractors, guests and invitees shall comply with
          Landlord's reasonable requirements relative thereto.

          19. Landlord shall have the right to prohibit the use of the name of
          the Building or any other publicity by Tenant that in Landlord's
          opinion may tend to impair the reputation of the Building or its
          desirability for Landlord or other tenants. Upon written notice from
          Landlord, Tenant will refrain from and/or discontinue such publicity
          immediately.

          20. Tenant shall carry out Tenant's permitted repair, maintenance,
          alterations, and improvements (other than the initial Tenant Work) in
          the Premises only during times agreed to in advance by Landlord and in
          a manner which will not materially interfere with the rights of other
          tenants in the Building.

          21. Canvassing, soliciting, and peddling in or about the Building is
          prohibited. Tenant shall cooperate and use its best efforts to prevent
          the same.

          22. At no time shall Tenant permit or shall Tenant's agents,
          employees, contractors, guests, or invitees smoke in any common area
          of the Building unless such common area has been declared a designated
          smoking area by Landlord, or to allow any smoke from the Premises to
          emanate into the common areas or any other tenant's premises. Landlord
          shall have the right at any time to designate the Building as a
          non-smoking building.

                                  Exhibit B-3

<PAGE>

          23. Tenant shall observe Landlord's reasonable rules with respect to
          maintaining standard window coverings at all windows in the Premises
          so that the Building presents a uniform exterior appearance.

          24. All deliveries to or from the Premises, visits to the Premises by
          tenant service contractors, vendors and similar activities, shall be
          made only at such times, in the areas and through the entrances and
          exits designated for such purposes by Landlord. Tenant shall not
          permit the process of receiving deliveries to or from the Premises, or
          visits to the Premises by tenant service contractors, vendors and
          similar activities, outside of said areas or in a manner which may
          interfere with the use by any other tenant of its premises or of any
          common areas, any pedestrian use of such area, or any use which is
          inconsistent with good business practice.

          25. The work of cleaning personnel shall not be hindered by Tenant
          after 5:30 P.M., and such cleaning work may be done at any time when
          the offices are vacant. Windows, doors and fixtures may be cleaned at
          any time, subject to the terms and conditions of the Lease relating to
          Landlord's access to the Premises. Tenant shall provide adequate waste
          and rubbish receptacles necessary to prevent unreasonable hardship to
          Landlord regarding cleaning service.

                                  Exhibit B-4

<PAGE>

                                    EXHIBIT C
                               COMMENCEMENT LETTER

Date  _______________________
Tenant  __________________________________
Address  ___________________________

Re:  Commencement Letter with respect to that certain Office Lease Agreement
     dated _____________, 2003, by and between OSPREY S.P. PROPERTIES, L.L.C., a
     Florida limited liability company, as Landlord, and REPUBLIC BANK, a
     commercial bank organized and existing under the laws of the State of
     Florida as Tenant, relating to premises located on the (a) 1/st/ Floor, and
     (b) 16/th/ and 17/th/ floors of the building located 360 Central Avenue St
     Petersburg, Florida 33701 and consisting of approximately __________ and
     __________, respectively, rentable square feet.

Dear _________________,

In accordance with the terms and conditions of the above referenced Lease,
Tenant hereby accepts possession of the Premises and agrees as follows:

The Lobby/Branch Space Commencement Date of the Lease is _________________.
The Office Space Commencement Date of the Lease is  _________________.
The Termination Date of the Lease is  ____________________________.

Please acknowledge your acceptance of possession (subject to the terms and
conditions, including any warranty provisions, of the Lease) and agreement to
the terms set forth above by signing all three (3) copies of this Commencement
Letter in the space provided and returning two (2) fully executed copies of the
same to my attention.

Sincerely,

------------------------------
Property Manager

Agreed and Accepted:
REPUBLIC BANK

By: ______________________           Witness:____________________________
Its: _____________________
Date:_____________________           Witness_____________________________

                                  Exhibit C-1

<PAGE>

                                    EXHIBIT D
                              WORK LETTER AGREEMENT

This Exhibit is attached to and made a part of the Lease dated ________ of
________, 2003, by and between OSPREY S.P. PROPERTIES, L.L.C., a Florida limited
liability company ("Landlord") and REPUBLIC BANK a(n) _______________ ("Tenant")
for space in the Building located at 360 Central Avenue St Petersburg, Florida
33701.

     This Work Letter shall set forth the obligations of Landlord and Tenant
with respect to the preparation of the Premises for Tenant's occupancy. All
improvements described in this Work Letter to be constructed in and upon the
Premises by Landlord are hereinafter referred to as the "Landlord Work." It is
agreed that construction of the Landlord Work will be completed at Landlord's
sole cost and expense. Landlord shall enter into a direct contract for the
Landlord Work with a general contractor selected by Landlord. In addition,
Landlord shall have the right to select and/or approve of any subcontractors
used in connection with the Landlord Work.

1.   The Landlord Work shall be the work detailed and set forth in the plans and
     specifications referenced in Exhibit D-1 ("Plans") and Exhibit D-2
     ("Specifications") attached hereto. Because of the delayed time in the
     proposed occupancy of the Office Space, Tenant shall be allowed to modify
     the Plans for the Office Space ("Modified Plans") at any time prior to
     March 1, 2004 at no charge or cost to Tenant. Prior to commencing
     construction of the Landlord Work, Landlord shall obtain, from the
     contractor chosen to complete the Landlord Work, the cost to complete the
     Landlord Work (inclusive of all permits and costs of construction) as
     altered by the Modified Plans. In the event that the cost to complete the
     Landlord Work pursuant to the Modified Plans exceeds the cost of completing
     the Landlord Work as detailed in the Plans and Specifications referred to
     in Exhibit D-1 and Exhibit D-2, then and in that event, Tenant shall pay to
     the Landlord such excess upon demand by Landlord. Any improvements that
     remain and that are otherwise unchanged by the Plans, shall be cleaned,
     repaired or refurbished so that such improvements are compatible with and
     blend aesthetically with the new work completed on the Premises.

2.   As a part of the said construction and as more particularly set forth in
     the Plans, the Landlord shall provide and pay for any allowances specified
     in the Plans for items to be selected by the Tenant and in the event any
     such allowance items exceed the amount of the allowances set forth therein,
     the Tenant shall, upon selection of such items, pay to Landlord any excess
     and Landlord shall have no responsibility for the excess costs. Landlord
     shall use its best efforts to complete the Landlord Work detailed in the
     plans and specifications approved in accordance with the foregoing on or
     before a date agreed upon in the Plans ("Completion Date"). However, the
     Landlord shall not be responsible for any delays caused by acts of God,
     delays occasioned by governmental agencies or matters beyond the Landlord's
     control. The Landlord's obligations hereunder are subject to and
     conditioned upon the Landlord's receipt of all governmental approvals and
     permits deemed necessary by the Landlord in the Landlord's sole discretion.
     In addition, the Landlord shall not be responsible for delays occasioned by
     contractors or subcontractors performing work on behalf of the Tenant.
     Within ten (10) days following the certification by the Landlord's
     architect, the Landlord's architect and Tenant shall agree to a punchlist
     of work to be completed by the Landlord. The approval of the punchlist
     shall not be unreasonably withheld, delayed or denied. Landlord shall
     complete the punchlist items within thirty (30) days following the issuance
     of the punchlist. The existence of punchlist items shall not delay the Term
     Commencement Date unless such items affect the occupancy or functionality
     of the Premises.

                                  Exhibit D-1

<PAGE>

3.   Tenant acknowledges that the Landlord Work will be performed by Landlord in
     the Premises during Normal Business Hours. In the event that any portion of
     the Landlord Work is performed in the Premises following occupancy by
     Tenant not during Normal Business Hours, Tenant acknowledges that any costs
     incurred due to the Landlord Work being performed not during Normal
     Business Hours shall be included as the cost of the Landlord Work and paid
     by Tenant to Landlord as provided herein. Landlord and Tenant agree to
     cooperate with each other in order to enable the Landlord Work to be
     performed in a timely manner and with as little inconvenience to the
     operation of Tenant's business as reasonably possible.

4.   This Exhibit D shall not be deemed applicable to any additional space added
     to the Premises at any time or from time to time, whether by any options
     under the Lease or otherwise, or to any portion of the Premises or any
     additions to the Premises in the event of a renewal or extension of the
     original Lease Term, whether by any options under the Lease or otherwise,
     unless expressly so provided in the Lease or any amendment or supplement to
     the Lease.

5.   Landlord shall warrant that the Landlord Work shall be free of all defects;
     provided, however, that the warranty shall be for a period of one year from
     the Office Space Commencement Date as it relates to the Office Space and
     for a period of one year from the Lobby/Branch Space Commencement Date as
     it relates to the Lobby/Branch Space. Failure to notify Landlord of any
     such defects within the one year period shall result in a waiver of this
     warranty as it relates to the space in question.

6.   Landlord shall be responsible for obtaining all permits and governmental
     authorization for the construction of the improvements or remodeling to the
     Premises.

7.   Landlord and Tenant shall establish a timetable and shall consult together
     and with their architects, engineers, designers or other personnel
     regarding the Plans and Specifications.

8.   Tenant shall be permitted to submit signed proposed change orders in
     writing to the Landlord. Before commencing any work under such a change
     order, Landlord shall submit to Tenant the cost of such change order and
     the change in time of the Target Commencement Date and Tenant shall present
     a final acceptance of the change order with the cost of such additional
     work. Tenant shall not be responsible for any work done without a signed
     change order.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Exhibit as
of the day and year first above written.

WITNESS/ATTEST:                     LANDLORD:

                                    OSPREY S.P. PROPERTIES, L.L.C.
                                    a Florida limited liability company

                                      By:  Lyon Properties Associates, L.L.C., a
                                    Michigan limited liability company, as its
                                    Manager

 /s/ Michael G. Cottrell                      By: /s/ Michael J. Biber
----------------------------------            ----------------------------------
Name (print): Michael G. Cottrell             Name (print): MICHAEL J. BIBER
             ---------------------            Its:  Manager


 /s/ Kathleen A. Glass
----------------------------------
Name (print): Kathleen A. Glass
             ---------------------

                                    "TENANT"
                                    REPUBLIC BANK

                                  Exhibit D-2

<PAGE>

                                              a(n)______________________________



 /s/ Thomas A. Mann II                        By: /s/ William R. Klich
----------------------------------               -------------------------------
Name (print): Thomas A. Mann II               Name (print): William R. Klich
             ---------------------                         ---------------------
                                              Its: Chairman & CEO
                                                  ------------------------------

 /s/ Tina Gruber
----------------------------------
Name (print): Tina Gruber
             ---------------------

                                  Exhibit D-3

<PAGE>

                                 Republic Bank
                           16th Floor Finish Schedule

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                   NORTH    SOUTH    EAST   WEST
ROOMS #   ROOM NAME                      FLOOR     BASE            WALL     WALL     WALL   WALL   REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                            <C>       <C>             <C>      <C>      <C>    <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
1600      LOBBY                          CARPET B  4" WOOD BASE    W/C      W/C      W/C    W/C    EXISTING MARBLE WALLS TO REMAIN
------------------------------------------------------------------------------------------------------------------------------------
1601      RECEPTION                      CARPET B  4" WOOD BASE    W/C      W/C      W/C    W/C    EXISTING MARBLE WALLS TO REMAIN
------------------------------------------------------------------------------------------------------------------------------------
1602      H/R INTERVIEW                  CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1603      H/R OFFICE                     CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1604      H OFFICE                       CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1605      H/R OFFICE                     CARPET A  4" VINYL BASE   PT1      PT1      PT2    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1606      H/R OFFICE                     CARPET A  4" VINYL BASE   PT1      PT1      PT2    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1607      H/R OFFICE                     CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1608      H/R OPEN AREA                  CARPET A  4" WOOD BASE    PT1      PT1      PT1    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1609      H/R OFFICE                     CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
  97      FINANCIAL REPORT OFFICE        CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
  97      FINANCIAL REPORT OFFICE        CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1612      ACCT. MGMT. INVEST OPEN AREA   CARPET A  4" WOOD BASE    W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1613      ACCT. MGMT. INVEST OFFICE      CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1614      ACCT. MGMT. INVEST OFFICE      CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1615      ACCTS. PAY'BLE OPEN AREA       CARPET A  4" WOOD BASE    W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1616      ACCTS. PAY'BLE OFFICE          CARPET A  4" VINYL BASE   PT1      PT1      PT1    PT2    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1617      STRATEGIC PLANNING             CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1618      WIRE ROOM                      CARPET A  4" VINYL BASE   PT1      PT1      PT1    PT2    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1619      ACCT. RECONC. OFFICE           CARPET A  4" VINYL BASE   PT1      PT1      PT1    PT2    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1620      ACCT. RECONC. OPEN AREA        CARPET A  4" WOOD BASE    W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1621      PROFIT MEASURE OFFICE          CARPET A  4" VINYL BASE   PT1      PT1      PT2    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1622      CASH MGMT. OFFICE              CARPET A  4" VINYL BASE   PT1      PT1      PT1    PT2    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1623      CASH MGMT. OFFICE              CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1624      CASH MGMT. OPEN AREA           CARPET A  4" WOOD BASE    W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1625      CONFERENCE ROOM                CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1626      CASH MGMT. OFFICE              CARPET A  4" VINYL BASE   PT1      PT1      PT2    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1627      CORP. COMM. LENDING OFFICE     CARPET A  4" VINYL BASE   PT1      PT1      PT2    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1628      CORP. COMM. LEMDING OFFICE     CARPET A  4" VINYL BASE   PT1      PT1      PT1    PT2    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1629      CORP. COMM. LENDING OPEN AREA  CARPET A  4" WOOD BASE    W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1630      OFFICE                         CARPET A  4" VINYL BASE   PT1      PT1      PT2    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1631      COMPLIANCE OFFICE              CARPET A  4" VINYL BASE   PT2      PT1      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1632      COMPLIANCE OFFICE              CARPET A  4" VINYL BASE   PT1      PT2      PT1    PT1    ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
1633      COMPLIANCE OPEN AREA           CARPET A  4" WOOD BASE    W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
1634      MAIL AREA                      CARPET A  4" VINYL BASE   W/C      W/C      W/C    W/C    VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 1 of 2

                                  Exhibit E-1








<PAGE>

                                                                     Exhibit E-2

                                 Republic Bank
                           16th Floor Finish Schedule

<TABLE>
<S>                             <C>         <C>            <C>  <C>  <C>  <C>  <C>
-----------------------------------------------------------------------------------------------------------------
1635  COMPLIANCE OFFICE         CARPET A    4" VINYL BASE  PT2  PT1  PT1  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1636  OFFICE                    CARPET A    4" VINYL BASE  PT1  PT2  PT1  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1637  EMPLOYEE LOUNGE           VCT         4" VINYL BASE  W/C  W/C  W/C  W/C  VINYL W/C IN LOUNGE-ALL WALLS
----------------------------------------------------------------------------------------------------------------
1638  LOAN WORKOUT OFFICE       CARPET A    4" VINYL BASE  PT1  PT2  PT1  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1639  LOAN WORKOUT OFFICE       CARPET A    4" VINYL BASE  PT2  PT1  PT1  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1640  MARKETING OPEN AREA       CARPET A    4" WOOD BASE   W/C  W/C  W/C  W/C  VINYL W/C ON ALL CORE AREA WALLS
----------------------------------------------------------------------------------------------------------------
1641  CONFERENCE ROOM           CARPET A    4" VINYL BASE  PT1  PT2  PT1  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1642  MARKETING OFFICE          CARPET A    4" VINYL BASE  PT1  PT2  PT1  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1643  MARKETING OFFICE          CARPET A    4" VINYL BASE  PT1  PT1  PT1  PT2  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1644  MARKETING OFFICE          CARPET A    4" VINYL BASE  PT1  PT1  PT2  PT1  ACCENT PAINT ON ONE WALL
----------------------------------------------------------------------------------------------------------------
1645  MARKETING OPEN AREA       CARPET A    4" WOOD  BASE  W/C  W/C  W/C  W/C  VINYL W/C ON ALL CORE AREA WALLS
-----------------------------------------------------------------------------------------------------------------
</TABLE>

      LEGEND:

      CARPET A           16TH FLOOR COMMON AREAS AND OFFICES (TBD)***
      CARPET B           16TH FLOOR LOBBY/17TH FLOOR COMMON AREAS A D OFFICES
                         (TBD)***
      PT1                PAINT SELECTION #1     (TBD)
      PT2                ACCENT PAINT SELECTION (TBD)
      W/C                VINYL WALLCOVERING-UPGRADE (TBD)

      (TBD)              TO BE DETERMINED

***   ALL OPEN AREAS TO HAVE 4" WOOD BASE-STYLE TBD
***   ALL EXISTING MARBLE IN 16/17 ELEVATOR LOBBY AREAS ARE TO REMAIN

      GENERAL FINISH NOTES:

      CARPET             COMMON AREAS AND OFFICES-28 OZ. OR HIGHER SOLUTION DYED
                         NYLON COLOR AND PATTERN TO BE TENANT'S OPTION.

***   PAINT              SHERWIN WILLIAMS OR EQUIVALENT
                         COLOR TO BE TENANT'S OPTION

***   CEILING/LIGHTING   HARD CLGS. TO REMAIN. NEW PARABOLIC FIXTURES TO BE
                         INSTALLED TO REPLACE EXISTING AND TO MEET STANDARD
                         COMMERCIAL OFFICE STANDARDS

***   WINDOW TREATMENTS  EXTERIOR WINDOWS BLINDS TO BE REPLACED WITH NEW
                         BUILDING STANDARD MINI BLINDS

***   EXISTING MARBLE    TO REMAIN AND TO BE REFURBISHED

                                  Page 2 of 2

                                  Exhibit E-2

<PAGE>

                                  Republic Bank
                               17th Floor Finishes

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
ROOM #  ROOM NAME             FLOOR     BASE          NORTH WALL  SOUTH WALL  EAST WALL  WEST WALL  REMARKS
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                   <C>       <C>           <C>         <C>         <C>        <C>        <C>
------------------------------------------------------------------------------------------------------------------------------------
 1700   LOBBY/STAIR           CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        EXIST. MARBLE TO REMAIN/NEW W/C
------------------------------------------------------------------------------------------------------------------------------------
 1701   RECEPTIONIST          CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        EXIST. MARBLE TO REMAIN/NEW W/C
------------------------------------------------------------------------------------------------------------------------------------
 1702   CONFERENCE ROOM       CARPET B  4" WOOD BASE  EXIST       EXIST       EXIST      EXIST      EXIST. WALLS TO REMAIN GLASS
------------------------------------------------------------------------------------------------------------------------------------
 1703   FILE/COPY ROOM        CARPET B  4" WOOD BASE  PT1         PT1         PT1        PT2        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1704   EXEC. ASSIST.         CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
 1705   CEO                   CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C IN THIS AREA/W/BORDER
                                                                                                      CPT.
------------------------------------------------------------------------------------------------------------------------------------
 1706   CEO/BATH              EX. MAR.  EX. MARBLE    W/C         W/C         W/C        W/C        VINYL W/C IN THIS AREA
------------------------------------------------------------------------------------------------------------------------------------
 1707   EXEC. ASSIST.         CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C ON ALL CORE AREA
                                                                                                      WALLS/W/BORDER CPT.
------------------------------------------------------------------------------------------------------------------------------------
 1708   EXEC. ASSIST.         CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
 1709   OFFICE                CARPET B  4" WOOD BASE  PT1         PT2         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1710   OFFICE                CARPET B  4" WOOD BASE  PT1         PT2         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1711   COO                   CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C IN THIS AREA/W/BORDER
                                                                                                      CPT.
------------------------------------------------------------------------------------------------------------------------------------
        COO/BATH              EX. MAR.  EX. MARBLE    W/C         W/C         W/C        W/C        VINYL W/C IN THIS AREA
------------------------------------------------------------------------------------------------------------------------------------
 1712   EXEC. ASSIST.         CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C ON ALL CORE AREA
                                                                                                      WALLS W/BORDER CPT.
------------------------------------------------------------------------------------------------------------------------------------
 1713   EXEC. BREAKOUT AREA   CARPET B  4" WOOD BASE  PT1         PT2         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1714   STORAGE ROOM          CARPET B  4" WOOD BASE  PT1         PT1         PT1        PT1        NO ACCENT WALL
------------------------------------------------------------------------------------------------------------------------------------
 1715   EXECUTIVE BOARD ROOM  CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        CARPET INSET/W/C IN THIS AREA
------------------------------------------------------------------------------------------------------------------------------------
 1716   EXEC. ASSIST.         CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
 1717   OFFICE                CARPET B  4" WOOD BASE  PT1         PT1         PT1        PT2        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1718   OFFICE                CARPET B  4" WOOD BASE  PT1         PT1         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1719   OFFICE                CARPET B  4" WOOD BASE  PT2         PT1         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1720   FILE ROOM             CARPET B  4" WOOD BASE  PT1         PT1         PT1        PT1        NO ACCENT WALL
------------------------------------------------------------------------------------------------------------------------------------
 1721   LOUNGE                VCT       4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C IN THIS AREA
------------------------------------------------------------------------------------------------------------------------------------
 1722   OFFICE                CARPET B  4" WOOD BASE  PT1         PT2         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1723   OFFICE                CARPET B  4" WOOD BASE  PT1         PT2         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1724   OFFICE                CARPET B  4" WOOD BASE  PT2         PT1         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1725   EXEC. ASSIST.         CARPET B  4" WOOD BASE  W/C         W/C         W/C        W/C        VINYL W/C ON ALL CORE AREA WALLS
------------------------------------------------------------------------------------------------------------------------------------
 1726   OFFICE                CARPET B  4" WOOD BASE  PT1         PT2         PT1        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1727   OFFICE                CARPET B  4" WOOD BASE  PT1         PT1         PT2        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
 1728   OFFICE                CARPET B  4" WOOD BASE  PT1         PT1         PT2        PT1        ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 1 of 1

                                  Exhibit E-3

<PAGE>

                                                                     Exhibit E-4

                                 Republic Bank
                               1st Floor HR Suite
                                Finish Schedule
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
ROOM#   ROOM NAME      FLOOR     BASE          NORTH WALL     SOUTH WALL    EAST WALL    WEST WALL     REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>       <C>           <C>            <C>           <C>          <C>           <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
        RECEPTIONIST   CARPET B  4"WOOD BASE   W/C            W/C           W/C          W/C
------------------------------------------------------------------------------------------------------------------------------------
        H/R INTERVIEW  CARPET A  4"VINYL BASE  PT1            PT2           PT1          PT1           ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
        H/R OFFICE     CARPET A  4"VINYL BASE  PT1            PT2           PT1          PT1           ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
        H/R OFFICE     CARPET A  4"VINYL BASE  PT1            PT1           PT2          PT1           ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
        H/R OFFICE     CARPET A  4"VINYL BASE  PT1            PT1           PT2          PT1           ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
        H/R OFFICE     CARPET A  4"VINYL BASE  PT2            PT1           PT1          PT1           ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
        H/R OPEN AREA  CARPET A  4"VINYL BASE  PT1            PT1           PT1          WC
------------------------------------------------------------------------------------------------------------------------------------
        H/R OFFICE     CARPET A  4"VINYL BASE  PT1            PT2           PT1          PT1           ACCENT PAINT ON ONE WALL
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     LEGEND:

     CARPET A             (TBD)
     CARPET B             (TBD)
     PT1                  PAINT SELECTION #1     (TBD
     PT2                  ACCENT PAINT SELECTION (TBD)
     W/C                  VINYL WALLCOVERING-UPGRADE (TDB)

     (TBD)                TO BE DETERMINED

<PAGE>

                                 Republic Bank
                            Interior Finish Schedule

Carpet: Monterey Carpets, Digital, Order #182441-01
        Color: 0290-647 Infrared
        * Maximum Bid $19.25 sq. yd. Installed
        (All To Be Glued Down)

Tile: Florida Tile, Style, Liberty / Grade 4 / 12x12
      Color: Pearl # 8619 `Light Gray'
      Grout: Pewter
      (In Customer Lobby Area)                          WEDDING, STEPHENSON
                                                    & IBARGUEN, ARCHITECTS, INC.
Tile: DK147 Buffstone 2x2 Floor Tile
      Grout Ivory                                   Rec'd. _____________________
      (In Bathrooms)                                Route  _____________________
                                                    Copy To: ___________________
Grout: Pewter                                       File: ______________________

VCT: Light Gray - Heavy Duty
     (In Employee Lounge)

Mica: Base Cabinets / Bread Boxes: Wilsonart: D379-60 `Indigo'

Mica: Counter Tops: Wilsonart: 4630-60 `Cloud Nebula'

Wall Base System: Wood-Work Stained Mahogany
                  (In All Areas Of Customer Contact)

Wall Base System: Johnsonite, Tightlock TCBR-18 Navy Blue

Wallpaper: Genon Contract Wallcovering, Sonoma Type II 20.0oz Class "A"
           Color: FOG 2-86-FO

Paint: Trim: Semi-Gloss Enamel, Color: BEHR 3B43-1 Warm Chinchilla

Paint: Walls: Semi-Gloss Latex, Color: BEHR 3B43-1 Warm Chinchilla

Paint: Exterior: Sherwin Williams
       Body: Cream: BCC-3020682
             Tan: BCC-3020683
             Blue: BCC-3020684

Wood Work / Doors Stain: Mahogany To Match Furniture Sample Provided By Bank

Interior Blinds: Hunter Douglas: Country Wood - 2" wide, Color #841 Mahogany

                                  Exhibit E-5

<PAGE>

                                    EXHIBIT E
                              ADDITIONAL PROVISIONS

This Exhibit is attached to and made a part of the Lease dated April ____,
2003, by and between OSPREY S.P. PROPERTIES, L.L.C., a Florida limited liability
company ("Landlord") and REPUBLIC BANK, a commercial bank organized and existing
under the laws of the State of Florida ("Tenant") for space in the Building
located at 360 Central Avenue, St Petersburg, Florida 33701

I.  RIGHT OF FIRST REFUSAL

          (a)  After execution and through out the Lease Term, Tenant shall have
the right to add to the Office Space any portion of the first (1/st/) and
fifteenth (15/th/) floors of the Building that is contiguous to the space then
occupied by Tenant (the "Refusal Space") that is not subject to a binding lease
at the time of Tenant notifies Landlord of its intention to exercise its rights
with respect to such Refusal Space. If Tenant exercises its rights under this
subparagraph (a), Landlord and Tenant shall enter into an amendment of this
Lease adding the applicable Refusal Space to the Office Space, as of a
commencement date selected by Tenant (but no more than 90 days after Tenant's
notice of exercise at which time rental shall commence with respect to the
Refusal Space notwithstanding that the Office Space Commencement Date may not
have occurred), on all of the terms, covenants, and conditions contained in this
Lease (except as provided in this paragraph), which amendment will adjust
accordingly the rentable square footage of the Office Space, as well as the Base
Rental, Tenant's Pro Rata Share, and all other matters in this Lease which are
determined, calculated or otherwise affected by the rentable square footage of
the Office Space. Notwithstanding the foregoing, if Tenant leases any Refusal
Space pursuant to its rights under this subparagraph (a), Landlord shall provide
a cash tenant improvement allowance to Tenant, on or before the commencement
date described above, in the amount of $2.50 per rentable square foot of the
Refusal Space for each year remaining in the Lease Term (with a pro rated
portion payable for each partial year). In no event, however, shall the tenant
improvement allowance exceed an amount equal to $20.00 per square foot of the
Refusal Space. Notwithstanding the foregoing, Tenant may not exercise its rights
under this subparagraph (a) in such a manner that would leave Landlord with an
unoccupied and unleased space that is of a size or location that is commercially
unmarketable and any such additional space shall be contiguous to the space then
occupied by Tenant.

          (b)  In addition, if after execution of this Lease, Landlord shall
receive a bona fide third party offer that the Landlord intends to accept to
lease all or any part of the Refusal Space (the "Third Party Offer"), Landlord
shall advise Tenant in writing of such Third Party Offer and Landlord's
intention to accept such offer ("Landlord's Notice"), and shall furnish to
Tenant all of the terms and conditions of such Third Party Offer. Tenant shall
have the right, within fifteen (15) days after receipt of Landlord's Notice, to
exercise its right of first refusal with respect to all (but not a portion) of
the Refusal Space set forth in the Third Party Offer by giving notice in writing
to Landlord. If Tenant exercises its right of first refusal pursuant to this
subparagraph (b), Landlord and Tenant shall enter into an amendment of this
Lease either (i) adding the applicable Refusal Space to the Office Space, as of
a commencement date selected by Tenant (but no more than 60 days after Tenant's
notice of exercise at which time rental shall commence with respect to the
Refusal Space notwithstanding that the Office Space Commencement Date may not
have occurred)), on all of the terms, covenants, and conditions contained in
this Lease (except as provided in this paragraph), which amendment will adjust
accordingly the rentable square footage of the Office Space, as well as the Base
Rental, Tenant's Pro Rata Share, and all other matters in this Lease which are
determined, calculated or otherwise affected by the rentable square footage of
the Office Space or (ii) providing for the lease of the applicable Refusal Space
to Tenant on the applicable

                                  Exhibit E-6

<PAGE>

terms contained in the Third Party Offer (with all terms not contained in the
Third Party Offer to be consistent with the terms of the Lease). If Tenant
leases any Refusal Space in accordance with subparagraph (b)(i) above, Landlord
shall provide a cash tenant improvement allowance to Tenant, on or before the
commencement date described above, in the amount of $2.50 per rentable square
foot of the Refusal Space for each year remaining in the Lease Term (with a pro
rated portion payable for each partial year). In no event, however, shall the
tenant improvement allowance exceed $20.00 per square foot of the Refusal Space.

          (c)  If Tenant does not elect to accept a Third Party Offer within the
above-referenced 15-day period, then Landlord may lease the space to the same
party and on the same terms and conditions as contained in the Third Party
Offer, provided the lease is executed within ninety (90) days after Tenant's
receipt of the Third Party Offer. If the lease is not executed within such time
period, or if the "material economic provisions" of the lease when considered
collectively are "substantially different" from the "material economic
provisions" set forth in the Third Party Offer are agreed to between Landlord
and the third party, Tenant's rights of first refusal shall be reinstated with
respect to such space. For purposes of this Lease, "material economic
provisions" shall be the Rent, improvement allowances and free rent or other
financial incentives that collectively comprise the financial portion of the
lease, and "substantially different" shall mean that the material economic
provisions of the lease when considered collectively shall be more than five
percent (5%) more beneficial to tenant than the material economic provisions
when considered collectively as set forth in the Third Party Offer. In addition,
with respect to any space leased to a third party in accordance with the terms
of this paragraph, Tenant's rights of first refusal with respect to such space
shall be reinstated when such third party lease expires (including any renewal
rights granted to such third party tenant) and shall be superior to the rights
of any third party.

          (d)  The right of first refusal set forth herein shall not apply to
any proposed lease of space in the Building to Bankers Insurance Company,
Bankers Financial Corporation or any affiliated entity nor shall it apply to any
proposed lease of space to the Florida Attorney General's Office or any
affiliated entity.

II.  AUTOMATED TELLER MACHINE

Tenant shall have the exclusive right to install an Automated Teller Machine
(ATM) at Tenant's sole cost and expense, in a mutually agreed upon location on
the first floor of the Building during the term of this Lease. Such installation
shall not result in any rental increase and Tenant agrees to maintain the
equipment. Upon Lease expiration or earlier termination of the Lease, Tenant
agrees to remove the ATM and restore the ATM premises to its original condition
at the time of the initial installation. It is understood and acknowledged that
Landlord will not be providing security for the ATM.

III. SATELLITE DISH

Tenant shall have the right, for the term of the Lease to use space on the roof
of the building for the purpose of installing, operating and maintaining a
dish/antenna or other communication device not exceeding thirty-six (36) inches
in diameter (the Dish/antenna) approved by the Landlord. The exact location of
the space on the roof to be leased by Tenant shall be designated by Landlord and
shall not exceed fifty (50) square feet (the Roof Space).

Landlord reserves the right to relocate the Roof Space as reasonably necessary
during the Lease Term. Landlord's designation shall take into account Tenant's
use of the Dish/antenna.

                                  Exhibit E-7

<PAGE>

Tenant shall be solely responsible for obtaining all necessary governmental and
regulatory approvals and for the cost of installing, operating maintaining and
removing the Dish/antenna.
Tenant agrees to install only equipment of types and frequencies which will not
cause unreasonable interference to Landlord or other tenants of the building.
Tenant shall comply with all Laws relating to the installation, maintenance and
use of the Dish/antenna. Landlord does not represent or warrant that such Laws
will permit the Dish/antenna.

Landlord agrees that Tenant, upon reasonable prior notice to Landlord shall have
access to the roof of the building and the Roof Space for the purpose of
installing, maintaining, repairing and removing the Dish/antenna, all of which
shall be performed by Tenant or Tenant's authorized representatives or
contractors, at Tenant's sole cost and risk. Tenant agrees to exercise firm
control over the people requiring access to the roof of the building and the
Roof Space in order to keep to a minimum the number of people having access to
the roof and the frequency of their visits.

Tenant agrees to be responsible for any damage caused to the roof or any other
part of the building, which may be caused by Tenant or any of its agents,
representatives or contractors.

Tenant shall have the use of the Roof Space for the Dish/antenna needed to
service exclusively the Premises in this Lease. Tenant shall not allow any
provider of telecommunication, video or data or related services to locate any
equipment on the roof of the building or in the Roof Space for any purpose
whatsoever, nor may the Tenant use the Roof Space and or Dish/antenna to provide
services to another occupant or licensee of the Building or any other building.

The Dish/antenna shall remain the personal property of the Tenant and shall be
removed along with any wiring and component parts by Tenant at its own expense
at the expiration or earlier termination of this Lease or Tenant's right of
possession hereunder. Tenant shall repair any damages caused by such removal.

IV.  CERTAIN TENANT'S TRADE FIXTURES

Tenant shall be entitled to install, at Tenant's own cost and expense, a Vault
("Vault") and Night Drop Box ("Night Drop Box"), Safety Deposit Boxes and
Pneumatic Conveying System for the drive through, the design and location of
which shall be subject to the prior written approval of Landlord. Tenant shall
be solely responsible for the maintenance, repair and replacement of the Vault,
the Night Drop Box, the Safety Deposit Boxes, the Pneumatic Conveying System,
and the ATM, which shall all be in compliance with all Laws. Tenant shall be
responsible for assuring that the Building's structure and foundation are
sufficient to hold the weight of the Vault and any additional improvements
required as a result shall be subject to the prior approval of Landlord and
shall be performed at Tenant's sole cost. The Tenant shall remove, at Landlord's
option, the Vault and the Night Drop Box, Safety Deposit Boxes and Pneumatic
Conveying System at Tenant's sole cost and expense upon the expiration or
earlier termination of this Lease or Tenant's right of possession hereunder. The
Landlord may, at its option, elect to have Tenant remove any or all of the
foregoing upon the expiration or earlier termination of this lease. Upon such
removal, this space shall be restored by Tenant to the condition existing prior
to installation.

V.   REFURBISHMENT ALLOWANCE

Notwithstanding the foregoing, Landlord shall provide a cash suite improvement
allowance of $7.00 per square foot of Rentable Area of the Premises (excluding
any Refusal Space) (the "Refurbishment Allowance"), which Refurbishment
Allowance shall be payable by Landlord to Tenant, no later than the eighth (8th)
anniversary of the Lobby/Branch Space Commencement Date for the purchase and

                                  Exhibit E-8

<PAGE>

installation of any tenant improvements in the Premises as it relates to the
Premises leased as of said date. With respect to each portion of the Refusal
Space which is occupied by Tenant and subject to this lease on the eighth
(8/th/) anniversary of the Lobby/Branch Space Commencement Date, the Landlord
shall provide a cash suite improvement allowance of $7.00 per square foot, but
in no event shall the cash suite improvement allowance referenced in this
Article V and the tenant improvement allowance referenced in Article I above for
the Refusal Space exceed $25.00 per square foot in the aggregate. For example,
in the event the Landlord has paid a tenant improvement allowance of $20.00 per
square foot of the Refusal Space, the cash suite improvement allowance referred
to herein shall be $5.00 per square foot for the Refusal Space. The
Refurbishment Allowance referenced in this Article V and the tenant improvement
allowance referenced in Article I above and the Refurbishment Allowance payable
at the time of the exercise of a renewal option (as referenced in Article II of
the lease) shall be payable by the Landlord to the Tenant upon the Landlord's
receipt of paid invoices or, in the alternative, directly to the contractors in
the event the invoices have not been paid. Said monies shall be utilized only
for the payment of tenant improvements actually installed in the Premises and
shall not be utilized for furniture and equipment.

VI.   EXCLUSIVE
Landlord covenants and agrees that it will not, subsequent to the date of this
lease, directly or indirectly enter into any lease, lease or rent any portion of
the first floor of the Building to any tenant whose primary business on the
first floor of the Building (including the space along Central Avenue below the
parking garage) is retail banking under a state or Federal bank charter, or
credit unions or any business operating an automatic teller machine.

VII.  REGULATORY APPROVAL CONTINGENCY

At any time before the sixtieth (60/th/) day after the full execution of this
Lease, if Tenant fails to receive all necessary regulatory and governmental
approvals necessary to open and operate a banking facility in the Lobby/Branch
Space, Tenant may terminate this Lease by providing written notice to Landlord
on or before the expiration of the said 60 day period. Failure to provide such
notice shall be considered a waiver of this contingency. In the event of such a
termination, neither Landlord nor Tenant shall have any liability whatsoever
with respect to this Lease, and notwithstanding anything in the Lease to the
contrary, no provision of this Lease shall survive such termination; provided,
however, that Tenant, as a fee for terminating the Lease, shall reimburse
Landlord for Landlord's actual and reasonable out-of-pocket expenses with
respect to the negotiation and preparation of the Lease including, but not
limited to, attorneys, architects, engineering and space planning fees and
costs.

VIII. LANDLORD REPRESENTATIONS AND WARRANTIES

In addition to any other representations and warranties made by Landlord in this
Lease, Landlord represents and warrants to Tenant the following:

1.  Landlord and Tenant acknowledge that the Property, the Building and the
Premises may be construed to be places of public accommodation under the
Americans with Disabilities Act of 1990, as amended ("ADA"). Landlord represents
and warrants that to the best of Landlord's knowledge, the Property, the
Building and the Premises and all Landlord Work will comply in all material
respects with Title III of ADA ("Title III") as of the applicable Commencement
Date. Landlord shall correct any violation of Title III within any part of the
Common Area of the Property or relating to any Landlord Work. In the event that
Landlord is required to perform work hereunder, Landlord shall perform such work
in a timely fashion, with minimal interference with Tenant's access, use and
enjoyment of the Premises, as is reasonably possible.

                                  Exhibit E-9

<PAGE>

2.  To the best of Landlord's actual knowledge without having undertaken
independent investigation, (i) any generation, handling, transportation,
treatment, disposal or use of Hazardous Substances that has occurred on the
Premises or the Property has been in compliance with all applicable Laws; (ii)
the soil, groundwater, and soil vapor on or under the Premises and the Property
are free of Hazardous Substances; and (iii) the Property does not contain any
asbestos, PCBs, or underground storage tanks. "Hazardous Materials" means any of
the following, in any amount: (a) any petroleum or petroleum product, asbestos
in any form, urea formaldehyde and polychlorinated biphenyls; (b) any
radioactive substance; (c) any toxic, infectious, reactive, corrosive, ignitable
or flammable chemical or chemical compound; and (d) any chemicals, materials or
substances, whether solid, liquid or gas, defined as or included in the
definitions of "hazardous substances," "hazardous wastes," "hazardous
materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic
substances," "toxic pollutants," "solid waste," or words of similar import in
any Laws.

3.  Landlord owns fee simple title to the Property, the Building, and the
Premises and that the Property, the Building, and the Premises shall be free
from any and all liens, claims, and encumbrances that materially interfere with
Tenant's intended use and enjoyment of, and access to, the Premises.

4.  Landlord has not granted any other tenant or occupant of the Property any
exclusive use rights that in any way shall conflict or interfere with Tenant's
contemplated use of the Premises.

5.  Landlord is current, and as of the Lobby/Branch Space Commencement Date and
the Office Space Commencement Date shall be current, in its payments of any and
all real estate taxes, insurance premiums, and mortgage payments due with
respect to the Property, the Building, and the Premises.

6.  Landlord has no actual knowledge of, and has not received any notice with
respect to, any contemplated condemnation proceeding with respect to the
Property or any portion thereof.

7.  Landlord has obtained all necessary consents and permissions from all
necessary governmental entities for the construction of a curb cut or drive in
entry from Fourth Street to allow access to the proposed drive-in banking
facility.

                                  Exhibit E-10

<PAGE>

                                    EXHIBIT F
                                PARKING AGREEMENT

     PARKING AGREEMENT

     This Exhibit is attached to and made a part of the Lease dated _________
_____, 2003 by and between OSPREY, S.P PROPERTIES, LLC, a Florida limited
liability company ("Landlord") and REPUBLIC BANK, a ________________ ("Tenant")
for space in the Building located at 360 Central Avenue St Petersburg, Florida
33701

1.   Parking.

     A. Landlord shall make available to Tenant on a leased basis a total of
sixty (60) parking spaces (the "Spaces") in the Building parking areas
designated by Landlord (the "Parking Area"). Of the sixty (60) spaces, Tenant
shall have the right to lease forty (40) unreserved spaces during the Lease Term
at the rate of fifty dollars ($50.00), plus applicable State of Florida sales
tax, per month for each unreserved parking space leased, and twenty (20)
reserved spaces during the Lease Term at the rate of fifty dollars ($50.00),
plus applicable State of Florida sales tax, per month for each reserved parking
space leased, payable on or before the first day of each month. Notwithstanding
the foregoing, it is understood and agreed that the above rental rate is based
upon rental being charged to others for comparable parking spaces. In the event
such rental rate being charged others for comparable parking spaces within the
Building shall increase or decrease, then Landlord may, in its sole discretion,
increase or decrease the monthly rental to be paid by Tenant hereunder by giving
to Tenant written notice of the increased or decreased rental. The effective
date of the change in such rental rate shall be the first day of the month next
following the giving of such notice. Except for particular spaces and areas
designated by Landlord for reserved parking, all parking in the Building Parking
Area shall be on an unreserved, first-come, first-served basis.

     B. Landlord shall have the right from time to time to promulgate reasonable
rules and regulations regarding the Parking Area, the Spaces and the use
thereof, including, but not limited to, rules and regulations controlling the
flow of traffic to and from various parking areas, the angle and direction of
parking and the like. Tenant shall comply with and cause its employees to comply
with all such rules and regulations as well as all reasonable additions and
amendments thereto.

     C. Tenant may use and occupy the Parking Area only for employee parking of
automobiles. Tenant shall not store or permit its employees to store any
automobiles in the Parking Area without the prior written consent of Landlord.
Except for emergency repairs, Tenant and its employees shall not perform any
work on any automobiles while located in the Parking Area or on the Property. If
it is necessary for Tenant or its employees to leave an automobile in the
Parking Area overnight, Tenant shall provide Landlord with prior notice thereof
designating the license plate number and model of such automobile.

     D. Landlord shall have the right to temporarily close the Parking Area or
certain areas therein in order to perform necessary repairs, maintenance and
improvements to the Parking Area, provided that if Landlord closes the Parking
Area on business days, Landlord shall make reasonable alternative parking
arrangements.

     E. Tenant shall not assign or sublease any of the Spaces without the
consent of Landlord, unless such assignment is to a Related Party in connection
with an assignment of Lease or subletting of a portion of the Premises to such
Related Party. Except with respect to an assignment or subletting to a Related

                                  Exhibit F-1

<PAGE>

Party, Landlord shall have the right to terminate this Parking Agreement with
respect to any Spaces that Tenant desires to sublet or assign.

     F. Landlord may elect to provide parking cards or keys to control access to
the Parking Area. In such event, Landlord shall provide Tenant with one card or
key for each Space that Tenant is leasing hereunder, provided that Landlord
shall have the right to require Tenant or its employees to place a deposit on
such access cards or keys and to pay a fee for any lost or damaged cards or
keys.

     G. Tenant assumes all liability for losses, damages or expenses resulting
from personal injury or property damage arising out of use of the Spaces leased
by Tenant which is caused in whole or in part by Tenant, its agents or
employees.

     H. Landlord shall provide to Tenant and its employees up to 20 parking
spaces at an offsite parking lot determined by Landlord at an initial cost of
$20.00 per space, per month, subject to increase in accordance with Paragraph
1(A) above. The spaces will be leased on a month-to-month basis. The Landlord
shall be entitled to relocate the offsite parking at any time to another
location and the cost for said new spaces shall be no more than market rate for
comparable parking within the City of St. Petersburg.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Exhibit as
of the day and year first above written.

WITNESS/ATTEST:                           "LANDLORD"

                                          OSPREY S.P. PROPERTIES, L.L.C.
                                          a Florida limited liability company

                                            By: Lyon Properties Associates,
                                          L.L.C., a Michigan limited liability
                                          company, as its Manager

/s/ Michael G. Cottrell                         By: /s/ Michael J. Biber
-----------------------------------                ---------------------------
Name (print): Michael G. Cottrell               Name (print): MICHAEL J. BIBER
              ---------------------             Its:  Manager

                                          "TENANT"
                                          REPUBLIC BANK

                                          a(n) Florida State-chartered Financial
                                               ---------------------------------
                                               Institution
                                               -----------

/s/ Kathleen A. Glass
-----------------------------------
Name (print): Kathleen A. Glass
              ---------------------

/s/ Thomas A. Mann II                     By: /s/ William R. Klich
-----------------------------------          ---------------------------------
Name (print): Thomas A. Mann II           Name (print): William R. Klich
              ---------------------                    -----------------------
                                          Its: Chairman and CEO
                                              -----------------

/s/ Tina Gruber
-----------------------------------
Name (print): Tina Gruber
              ---------------------

                                  Exhibit F-2

<PAGE>

                                    EXHIBIT G
                            JANITORIAL SPECIFICATIONS

                                [TO BE ATTACHED]

                                  Exhibit G-1

<PAGE>

                                                                     Exhibit "A"

                           ACI CELANING SPECIFICATIONS

                                   LOBBY AREA

Daily Schedule
     1. Dust and wipe down all furniture, fixtures, ledges and railings.
     2. Clean and wipe all ash and trash receptacles.
     3. Clean all glass doors, doorframes and handles.
     4. Dust and polish directory boards.
     5. Wipe mail depositories and mailboxes.
     6. Damp mop lobby floor.

Weekly Schedule
     1. (Sunday) Clean and edge all corners.
     2. (Monday) Spot clean walls, metal doors, and doorframes.
     3. (Tuesday) Sweep and mop (if necessary) the stairwell landings.
     4. (Wednesday) Wipe down all foliage planters.

Monthly Schedule
        (First Weekend of Each Month)
     1. Machine scrub all stairwell landings.
     2. Machine scrub lobby floor.
        (Second Weekend of Each Month)
     3. Dust marble walls.
     4. Machine buff floors - VCT only.
     5. Spray buff stairwell landings (if applicable).

Semi - Annually Schedule
     (First: __________ Second: __________)
     1. Strip and refinish lobby floor.

                                    ELEVATORS

Daily Schedule
     1. Vacuum cabs - spot clean all spills, including edges and corners.
     2. Wipe down interior doors, walls and trim.
     3. Clean elevator directional indicator lamps.
     4. Wipe down exterior doors.
     5. Wipe down control panels.
     6. Wipe down rail and paneling behind rail.
     7. Wipe clean inside of telephone box including the door and telephone.
     7. Clean and polish elevator thresholds.

                                  Exhibit G-2

<PAGE>

                              TENANT OCCUPIED AREAS

Daily Schedule
     1.  Dust and wet mop all tiled area.
     2.  Vacuum all carpeted areas.
     3.  Dust all horizontal surfaces between 18" and 60" from floor.
     4.  Thoroughly clean sinks and counter tops. Stainless steel must be
         polished.
     5.  Empty and wipe clean all waste receptacles. Replace liners where
         necessary.
     6.  Empty and wipe clean ashtrays.
     7.  Gather all waste and move to freight elevator lobbies for removal to
         dumpster. DO NOT BLOCK ACCESS TO AND FROM STAIRWELLS, EXITS, CORRIDORS
         OR ELEVATORS.
     8.  Clean all glass furniture tops.
     9.  Clean all vertical glass (as needed).
     10. Lock and shut all doors, which were shut upon entering.
     11. Turn off all lights. Lock all doors.
     12. Wash chalkboards in classroom areas, unless marked "Do Not Erase".

Weekly Schedule
     1.  (Sunday) Dust vertical surfaces of office furniture.
     2.  (Sunday) Dust chair mat and furniture legs.
     3.  (Sunday) All carpet to be completely vacuumed including along
         baseboards, ledges, furniture, under desks, behind furniture, plants,
         etc.
     4.  (Sunday) Spot clean carpet.
     5.  (Sunday) Thoroughly mop all tiled floors - spray buff.
     6.  (Monday) Clean corners and edges of all tiled floors.
     7.  (Tuesday) Dusts all hard to reach areas including baseboards, low
         ledges, doorframes, picture frames, high moldings and ceiling vents.
     8.  (Wednesday) Clean cobwebs in ceilings and corners.
     9.  (Thursday)  Clean fingerprints around doorframes, doorknobs & light
         switches.

Monthly Schedule
     (First Weekend of Each Month)
     1.  Scrub and refinish all tile floors.
     2.  Clean all vertical partition glass.
     3.  Vacuum and / or brush all upholstered furniture.
     (Second Weekend of Each Month)
     4.  Dust all vertical and mini blinds.
     5.  Clean and sanitize telephone.

Annually Schedule
     (First: __________ Second: __________)
     1.  Strip and refinish all tile floors.

                                   Exhibit G-3

<PAGE>

                                    RESTROOMS

Daily Schedule
     1.  Sweep and damp mop restroom floors (with germicidal cleaner).
     2.  Clean all surfaces of basins, bowls, and urinals.
     3.  Empty waste paper and sanitary napkins receptacles.
     4.  Clean and polish mirrors, basin shelves, bright work (faucets,
         flushers, wash basin traps and piping).
     5.  Wash both sides of toilet seats with germicidal cleaner.
     6.  Wipe down partitions, including hinges and hardware.
     7.  Spot clean restroom walls and partitions. (If graffiti cannot be
         removed, report it to the property manager).
     8.  Clean and sanitize all vanity tops.
     9.  Wipe and dust all shelving.
     10. Clean doors, hinges, frames and door handles.

Weekly Schedule
     1. (Sunday) Wipe clean, all ceiling vents and access doors.
     2. (Monday) Thoroughly clean all fixtures to remove build up of salt or
        lime.
     3. (Tuesday) Thoroughly scrub tile walls.
     4. (Wednesday) Remove scruffs marks from doors or door kick plates.

Monthly Schedule
     (First Weekend of Each Month)
     1. Machine scrub restroom floors.
     2. Scrub ceramic tile walls.
     3. Wash down partition and urinals screens, including doors, hinges,
        and seams.

 . HIGH ACID CONTENT CLEANERS OR BLEACH WILL NOT BE USED.

                                  Exhibit G-4

<PAGE>

                                    EXHIBIT H
                             BASIC COSTS EXCLUSIONS

         (a)      depreciation and amortization of debt;

         (b)      expenses incurred by Landlord to prepare, renovate, repaint,
                  redecorate or perform any other work in any space leased to an
                  existing tenant or prospective tenant of the Building;

         (c)      expenses incurred by Landlord for repairs or other work
                  occasioned by fire, windstorm, or other insurable casualty or
                  condemnation;

         (d)      expenses incurred by Landlord to lease space to new tenants or
                  to retain existing tenants including leasing commissions,
                  advertising and promotional expenditures;

         (e)      expenses incurred by Landlord to resolve disputes, enforce or
                  negotiate lease terms with prospective or existing tenants or
                  in connection with any financing, sale or syndication of the
                  Property;

         (f)      interest, principal, points and fees, amortization or other
                  costs associated with any debt and rent payable under any
                  lease to which this Lease is subject and all costs and
                  expenses associated with any such debt or lease to which this
                  Lease is subject and all costs and expenses associated with
                  any such debt or lease and any ground lease rent, irrespective
                  of whether this Lease is subject or subordinate thereto;

         (g)      costs of alterations, capital improvements, equipment
                  replacement and other items which under generally accepted
                  accounting principles are properly classified as capital
                  expenditures, except as expressly provided in item 11 of
                  Article IV;

         (h)      expenses for the replacement of any item covered under
                  warranty;

         (i)      cost to correct any penalty or fine incurred by Landlord due
                  to Landlord's violation of any federal, state, or local law or
                  regulation and any interest or penalties due for late payment
                  by Landlord of any of the Basic Costs or Taxes;

         (j)      cost of repairs necessitated by Landlord's negligence, willful
                  misconduct;

         (k)      expenses for any item or service that Tenant pays directly to
                  a third party or separately reimburses Landlord and expenses
                  incurred by Landlord to the extent the same are reimbursable
                  or reimbursed from any other tenants, occupants of the
                  property, or third parties;

         (l)      expenses for any item or service not provided to Tenant but
                  exclusively to certain other tenants in the Building;

         (m)      salaries of (i) employees above the grade of building
                  superintendent or building manager, and (ii) that portion of
                  employee expenses for employees whose time is not spent
                  directly and solely in the operation of the Building;

         (n)      Landlord's general corporate overhead and administrative
                  expenses, except if it is solely for the Building;

         (o)      bad debt loss, rent loss, or reserves for either of them;

                                  Exhibit H-1

<PAGE>

         (p)      fees paid to affiliates of Landlord to the extent that such
                  fees exceed the customary amount charged for the services
                  provided;

         (q)      the operating expenses incurred by Landlord relative to retail
                  stores, hotels and any specialty service in the Building or on
                  the property;

         (r)      any additional operating expenses incurred by Landlord
                  relative to any declaration of covenants or restrictions to
                  which the property may be subject;

         (s)      cost of sculptures, paintings and other objects of art;

         (t)      the cost of electricity used for after-hours HVAC by any
                  tenants in the Building relative to their tenant space;

         (u)      Any costs (including premiums and deductibles) relating to
                  rental loss insurance.

         (v)      Costs for Improvements to and costs of operating the parking
                  garage to the extent that such costs will be paid by third
                  parties.

                                  Exhibit H-2

<PAGE>

                                    EXHIBIT I
                   SUBORDINATION AND NON-DISTURBANCE AGREEMENT

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement")
dated as of ___________, 20__, is entered into by and between
_____________________________________________________________________, whose
address is ______________________________________________________ ("Tenant"),
and Comerica Bank, a Michigan banking corporation, whose address is One Detroit
Center, P. O. Box 75000, Detroit, Michigan 48275 ("Lender").

                                R E C I T A L S :

     Tenant entered into a certain lease agreement, dated __________,
            20___ (the "Lease"), between Tenant, as lessee, and
            ______________________, a Michigan _______ ("Landlord"), as lessor,
            pertaining to certain premises as described in Exhibit "A" attached
            hereto (the "Premises").

     Landlord has executed and delivered, or is about to execute and deliver
              to Lender a certain mortgage (as it may be amended from time
              to time, the "Mortgage") encumbering the Premises to secure an
              indebtedness from Landlord to Lender.

     Lender has requested Tenant to subordinate its interest under the
            Lease to the lien of the Mortgage, and Tenant is willing to do so
            under the terms and conditions set forth in this Agreement.

                                    COVENANTS

     In consideration of the covenant and agreements contained herein, the
parties agree as follows:

     Tenant subordinates and subjects all its right, title, interest and
leasehold estate in and to the Premises, including without limitation, all
rights, options, liens or charges created by the Lease and any amendments,
renewals or extensions thereof, to the lien, operation, and effect of the
Mortgage and of any other mortgage or security instrument covering all or any
part of the Premises that is now or hereafter held by Lender.

                                   Exhibit I-1

<PAGE>

         As long as Tenant is not in default in the payment of rent or
additional monies due under the Lease, or in the performance of any of the
terms, covenants and conditions of the Lease on Tenant's part to be performed,
Tenant's possession of the Premises and its rights and privileges under the
Lease, or any renewal of it, shall not be diminished or interfered with by
Lender because of any defaults under the Mortgage by Landlord.

         If the Mortgage is foreclosed for any reason and Lender succeeds to the
interests of Landlord under the Lease, Tenant shall be bound to Lender under all
the terms, covenants and conditions of the Lease for the balance of its term
with the same force and effect as if Lender was the lessor under the Lease.
Tenant shall attorn to (agree to recognize the new owner and promise to pay the
rent to it as Landlord) Lender as its lessor, the attornment to be effective and
self-operative, without the execution of any other instruments on the part of
any of the parties to this Agreement, immediately upon Lender succeeding to the
interest of Landlord under the Lease.

         Tenant acknowledges and consents to the assignment of Landlord's rights
under the Lease to Lender pursuant to the Mortgage which contains a provision
assigning to Lender all leases, rents and other income from the Premises. Tenant
shall pay rent to Lender upon receipt of written notice from Lender that Lender
has revoked the waiver of Lender's right to receive the rents from the Premises
pursuant to the Mortgage, notwithstanding the fact that Lender has not
foreclosed the Mortgage nor succeeded to the interest of Landlord under the
Lease.

         If the Mortgage is foreclosed and Lender succeeds to the interest of
Landlord under the Lease, Lender shall be bound to Tenant under all the terms,
covenants and conditions of the Lease. Notwithstanding the foregoing, however,
Lender shall not be (a) liable for any act or omission of Landlord or any prior
lessor; (b) subject to any offsets or defenses that Tenant may have against
Landlord or any prior lessor or subject to any claim for damages or
counterclaims against Landlord or any prior lessor; (c) bound by any rent or
additional rent that Tenant may have paid for more than the current month to
Landlord or any prior lessor; (d) bound by any amendment or modification of the
Lease or any consent, approval or waiver by Landlord with respect to the Lease
or the Premises made after the date hereof without Lender's prior written
consent; (e) liable for any security deposit except to the extent Lender does
hold such security deposit; (f) liable to Tenant under the Lease or otherwise
after Lender ceases to own the Premises; (g) liable for any covenant or
agreement to undertake or complete construction or installation of improvements
on the Premises or any part thereof; (h) liable for any payment to Tenant of any
sums, or granting to Tenant of any credit, in the nature of a contribution
towards the cost of preparing, furnishing or moving in to the Premises or any
part thereof; or (i) liable for any other obligation under the Lease which shall
have accrued prior to the date Lender acquires title to the Premises. If Lender
becomes liable to Tenant under this paragraph for any claim, loss or damage,
Tenant shall look solely to the Premises for recovery of any judgment or damages
from Lender, and Lender shall have no personal liability, directly or
indirectly, under or in connection with the Lease. Nothing in this Agreement
shall impose any obligation on Lender for the management, control or condition
of the Premises prior to the time Lender succeeds to the interest of Landlord
under the Lease.

         Tenant will not, without the prior written consent of Lender, (i) amend
the Lease, (ii) enter into any agreement terminating the Lease (except as
permitted in the Lease or in paragraph 8 hereof), (iii) cancel the term of, or
surrender, the Lease, (iv) assign or sublet all or any part of the Premises
unless permitted under the express provisions of the Lease without the consent
of Landlord, or (v) subordinate the Lease to any other lien.

                                       4

<PAGE>

         Tenant agrees, from time to time, upon ten (10) days' prior written
notice from Lender, to execute, acknowledge and deliver to Lender an estoppel
certificate in form reasonably satisfactory to Lender.

         Tenant hereby agrees that it will notify Lender in writing, by
certified mail, of any default by Landlord under the terms of the Lease, and
Tenant shall not cancel or terminate, or acquiesce to the cancellation or
termination of the Lease or sue for damages or other relief without giving
Lender sixty (60) days from the date of written notice within which to cure said
default, provided that if the nature of the default is such that it cannot
reasonably be cured within such sixty (60) day period, that period shall be
extended as necessary to allow the Lender a reasonable time to cure the default,
provided that the Lender commences the cure within the sixty (60) day period and
thereafter cures the default with due diligence. Tenant shall not, as to Lender,
require cure of any such default that is personal to Landlord and therefore not
susceptible of cure by Lender. If any default by Landlord is cured within the
time period described above, Tenant shall have no right to terminate the Lease
by virtue of said default.

         Nothing in this Agreement shall in any way impair of affect the lien
created by the Mortgage.

         This Agreement shall be binding upon the parties and their respective
heirs, personal representatives, successors and assigns. This Agreement may not
be modified orally or in any manner other than an agreement in writing signed by
the parties or their successors and assigns. Any and all notices required to be
given or served by the terms and provisions of this Agreement shall be in
writing and signed by the party giving the notice, and shall be deemed to have
been duly given and served if and when sent by United States certified or
registered mail, with the proper postage prepaid thereon and addressed to the
party intended to be notified. Notices to the parties hereto shall be addressed
to their respective addresses hereinbefore set forth. Each party may change its
address and designate such other reasonably interested parties to receive
additional copies of any notices for the above purposes by mailing, as
aforesaid, a notice stating the change and setting forth the new address.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

WITNESSES:                               TENANT:

                                         ____________________________________

                                         By:_________________________________

                                         Its:_________________________________

                                       5

<PAGE>

                                           LENDER:

                                           COMERICA BANK

                                           By:__________________________________

                                           Its:_________________________________

Acknowledged, Consented                    LANDLORD:
and Agreed To:
                                           _____________________________________


                                           By:__________________________________

                                           Its:_________________________________

                                     TENANT

STATE OF MICHIGAN )
                  ) SS
COUNTY OF         )

     The foregoing instrument was acknowledged before me on __________, 20__, by
________________________________________________, the __________________________
of ______________________________________________, a ________________, on behalf
of the _______________________.


                         _______________________________________________________
                           Notary Public,_____________________ County, MI
                           My Commission Expires: ______________________________

                                       6

<PAGE>

                                     LENDER

STATE OF MICHIGAN )
                  ) SS
COUNTY OF         )

     The foregoing instrument was acknowledged before me on __________, 20___,
by _________________________________________ the ____________________ of
Comerica Bank, a Michigan banking corporation, on behalf of the corporation.


                                 _______________________________________________
                                  Notary Public, ____________________ County, MI
                                  My Commission Expires: _______________________

                                    LANDLORD

STATE OF MICHIGAN )
                  ) SS
COUNTY OF         )

     The foregoing instrument was acknowledged before me on __________, 20___,
by ________________________________________________, the ____________________ of
__________________________________, a ____________________, on behalf of the
____________________.


                                 _______________________________________________
                                  Notary Public, ____________________ County, MI
                                  My Commission Expires:________________________

Drafted By and Return To:
[Attorney]
BODMAN, LONGLEY & DAHLING LLP
100 Renaissance Center
34th Floor
Detroit, MI 48243

                                       7

<PAGE>

                                   EXHIBIT "A"

                                Legal Description

                                   Exhibit I-1