**Beemer
& Associates XXXIII, LLC**






**LEASE
AGREEMENT**




**THIS
LEASE AGREEMENT** (“Lease”) **,** made and
entered into this 18 th day of
February 2005, by and between Beemer & Associates XXXIII, LLC, a Florida
Limited Liability Company, hereinafter called “Lessor”, and The Jacksonville
Bank, a bank chartered in the state of Florida, hereinafter called “Lessee”, on
the following terms and conditions:




**1.**  **Leased
Premises.** The
Lessor, for and in consideration of the rents, covenants, agreements, and
stipulations hereinafter mentioned, hereby leases to the Lessee the following
described premises (the “Leased Premises”):





Space
designated as a portion of the first floor, comprising approximately 7,427
Usable Square Feet, as shown on Exhibit “A” (Site Plan), Exhibit “B” (Suite
Location) and Exhibit “B1” (Suite Build Out) attached hereto, located at 7880
Gate Parkway, Jacksonville, Florida in a building known as “The Offices of Gate
Parkway” (the “Project”)




The
“Shell Building Improvements” and “Building Standards for Tenant Improvements”
are described in Exhibit “C” attached hereto. The costs of Tenant Improvement
Upgrades are shown on Exhibit “C 1” attached hereto, if applicable.




The
Lessor and Lessee have agreed the usable square footage indicated above together
with a prorata portion of the Common Area associated with the Leased Premises
(being 61.3% of 3,173 first floor Common Area) shall equal 9,372 square feet of
Rentable Square Feet and such shall be deemed as accurate and the sole basis for
Rent calculations in this Lease.




The
Lessor agrees to have the Leased Premises completed and ready for possession on
or before the target Commencement Date of January 15, 2006 barring strikes,
insurrection, acts of God and other casualties or unforeseen events beyond the
control of the Lessor. The actual Commencement Date of the Lease is defined as
the date a) all common areas and utilities are Substantially Complete and
operational; b) the build-out of the Leased Premises (as shown on Exhibit “B 1”
if attached) is Substantially Complete and c) when either a Certificate of
Occupancy has been issued for the Leased Premises or Lessee takes possession of
the Leased Premises, whichever occurs first. Substantially Complete is defined
as when the build-out as described in Exhibit “C” is complete to the degree that
any items to be completed or corrected do not interfere with the Lessees ability
to conduct business. Those items to be completed or corrected include, but are
not limited to, the painting or staining of walls or doors, completion or
addition of electrical outlets, lights, baseboards, vertical blinds, millwork,
glass walls, wallcoverings, etc. If the actual Commencement Date of the Lease as
defined herein does not occur within sixty (60) days after the target
Commencement Date of the initial term of this Lease by reason of the holding
over of any prior Lessee or Lessees, incomplete construction, or for any other
reason, unless the same shall result from causes attributable to the Lessee,
Lessee shall receive a day to day rent credit for that period of time, exceeding
the 60 day period, and the term of the Lease shall be extended beyond the agreed
expiration date by the number of days possession was delayed and said rent
credit shall be the full extent of Lessor’s liability to Lessee for any loss or
damage to Lessee on account of said delay in obtaining possession of the Leased
Premises. The amount of rent credit will be based on the lower of the Base Rent
less the Additional Rent identified in this Lease or the amount of rent Lessee
currently pays immediately prior to the Commencement Date of this Lease. If the
Leased Premises have not been tendered within ninety (90) days after the target
Commencement Date, Lessee shall have the right to terminate this Lease if the
Leased Premises is not tendered within fifteen (15) days from the date a written
termination notice is delivered to the Lessor via certified mail.




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**2.**  **Term
of Lease.** The
initial term of this lease shall be for a period of 120 months,
unless changed or terminated sooner under the terms of this Lease. If Lessee’s
possession commences on other than the first day of the month, Lessee shall
occupy the Leased Premises under the terms and provisions of this Lease and for
the prorata portion of said month rent shall be paid and the term of this Lease
shall commence on the first day of the month following that in which possession
is given.





Lessee
shall sign a statement reflecting that Lessee has accepted and taken possession
of the suite(s) and the date of occupancy (Exhibit “F”) within 5 business days
after Lessor’s request for such statement. Lessor may request such statement no
sooner than 3 days prior to the actual Commencement Date as described in
paragraph 1 hereof. Failure of Lessee to sign said statement does not waive any
rights of Lessor.




Lessee
shall have the right to renew the term of the Lease for two (2) additional
periods of sixty (60) months (the “Renewal Term”) upon the same terms,
conditions, and provisions applicable to the initial term of this Lease except
that: (a) there shall be no obligation of Lessor to perform any improvements or
renovations to the Leased Premises; (b) there shall be no obligation of Lessor
to pay any tenant improvement allowance; and (c) the Rent for the first Renewal
Term shall be in the amount indicated on the attached Exhibit “D” and (d) The
annual rent for the second Renewal term will be increased to the “fair market
rent” for the Premises as of the commencement date of the second Renewal Term
based upon the rents generally in effect for comparable office space in the area
in which the Premises is located. The term “fair market rent” shall mean the
annual amount per rentable square foot that a willing, comparable, non-equity,
non-renewal, non-expansion new tenant would pay, and a willing landlord of a
comparable first class office building in the Jacksonville, Florida area would
accept at arm’s length, giving appropriate consideration to annual rental rates
per rental square foot, the type escalation clauses, the extent of liability
under the escalation clauses, length of term, size, location, and condition of
premises being leased, and other generally applicable terms and conditions of
tenancy for the space in question. Tenant shall exercise its right of renewal
with respect to any Renewal Term by delivering to Lessor written notice
(“Tenant’s Exercise Notice”) of Tenant’s desire to renew the term of the Lease
no later than 180 days prior to the scheduled expiration of the then current
lease term. Notwithstanding any contrary provision contained herein, the rights
of Lessee and the obligations of Lessor contained in this paragraph shall apply
only if no uncured default by Lessee exists under the Lease at the time such
right becomes exercisable or such obligation becomes performable.




**3.**  **Rent.** The
amount of Annual Base Rent for the term of this Lease shall be in accordance
with the attached Exhibit “D”, Paragraph A. Monthly installments are due on the
first day of each calendar month. If the Commencement Date of this Lease shall
fall on a day other than the first day of a calendar month, the rent shall be
apportioned on a per diem basis between the Commencement Date and the first day
of the following calendar month and such apportioned sum shall be paid on such
Commencement Date. If a check tendered by Lessee is returned for insufficient
funds, uncollected funds, or stopped payment, a $25.00 service charge shall be
added, together with any charges the affected banking institution may charge the
Lessor. In order to defray the additional expenses involved in collecting and
handling delinquent payments, if the monthly rental payment is not received by
Lessor on or





2


before
the tenth day of the month for which the rent is due, or if any other payment
due Lessor by Lessee is not received by Lessor on or before the tenth day of the
month next following the month in which Lessee was invoiced, a late charge of
five percent of such past due amount shall become immediately due and payable in
addition to such amounts owed under this Lease. Lessee acknowledges that this
charge is made to compensate Lessor for additional costs incurred by Lessor as a
result of Lessee’s failure to pay when due and is not a payment for the
extension of the rent due date. Failures of Lessor to insist upon the payment of
this late charge, isolated or repeated, shall not be deemed a waiver of Lessor’s
right to collect any such charge for any future delinquencies. In addition, one
and one-half percent (1 1⁄2%) per month on the unpaid installment balance will be
added for payments received more than twenty (20) days after the due date
thereof. In no event shall Lessee be charged more than 18% per annum of Rent,
including all late and delinquent charges. All charges payable by Lessee under
the terms of this Lease other than Annual Base Rent including without limitation
Operating Expenses are called “Additional Rent.” Unless this Lease provides
otherwise, all Additional Rent shall be paid with the next monthly installment
of Rent. The term “Rent” shall mean Annual Base Rent and Additional
Rent.





The
initial amount of Rent shown on Exhibit “D” Paragraph A, includes a fee per
Rentable Square Foot (the “Base Operating Amount” as hereafter defined on
Exhibit D) as Lessee’s pro rata share of Operating Expenses (as hereinafter
defined) and as shown on Exhibit “D”, Paragraph C. Should said Operating
Expenses exceed the Base Operating Amount shown in Exhibit “D”, Paragraph C,
Lessor shall deliver to Lessee each year, on or before March 31 (or within a
reasonable time thereafter), a Statement setting forth the amount of Operating
Expenses paid or incurred by Lessor, directly or indirectly, during the
immediately preceding calendar year. The Statement shall delineate Lessee’s
actual pro rata share of the Operating Expenses for the preceding calendar year.
Within thirty (30) days after delivery of the Statement, Lessee shall pay to
Lessor as Additional Rent, Lessee’s share of such Operating Expenses not
previously paid. Lessor’s failure to furnish a statement to Lessee shall not
prejudice Lessor’s right to collect the full amounts of Additional Rent payable
hereunder. Should Operating Expenses cost less than the Base Operating Amount
shown in Exhibit “D”, Paragraph C, Lessor shall not be required to provide a
credit. Should Operating Expenses exceed the Base Operating Amount shown in
Exhibit “D” Paragraph C, Lessee may at its option at reasonable times and upon
reasonable notice inspect Lessor’s books and records kept with respect to
Operating Expenses. Any such inspection shall be made within ninety (90) days
after the later to occur of (i) the end of each year, or (ii) the receipt of
statement. Lessee’s failure to inspect the records and contest the Operating
Expenses within the ninety (90) day period shall be deemed a waiver of Lessee’s
right to contest the Operating Expenses for the time period
covered.




Commencing
with the rental payment immediately following the receipt of the Statement of
Operating Expenses, Lessee shall remit as Additional Rent one-twelfth (1/12) of
Lessee’s pro rata share of the anticipated Operating Expenses for the following
year which exceed those in Exhibit “D” in addition to the scheduled Rent. Should
Lessee’s actual pro rata share of the Operating Expenses cost less than the
payments made by Lessee, Lessee shall receive a credit against Lessee’s future
pro rata share of Operating Expenses for the excess payments made by Lessee, or,
if the Lease has terminated, shall promptly have such excess payments returned
by Landlord.




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The term
Operating Expenses shall be deemed to include, but
not be limited to, the
following costs incurred in the normal operating, preventive and corrective
maintenance and repair of the Project and any parking lot, garage, landscaping
and other common areas used in conjunction therewith, whether paid to employees
of Lessor or to independent suppliers or contractors engaged by Lessor: Wages
and salaries, taxes imposed in respect to wages and salaries, fringe benefits,
worker’s compensation and general liability insurance with respect to such
salaries and wages, full costs of fees, expenses and charges such as management
fees, custodial services, grounds maintenance, security guards, window cleaning,
trash removal, elevator preventive and corrective maintenance, air conditioning
and heating maintenance, water treatment, inspection and maintenance of pumps,
pipes, and plumbing, costs of utilities including electricity and gas consumed
in the operating and maintenance of the Project, water and sewer charges,
pressure vessels, sprinkler systems, electrical systems, water damage, breakdown
or malfunction of any machinery and systems, pest control services, building
supplies, insurance premiums, real estate taxes including all real estate and
other taxes on Lessee’s build-out valuation in excess of the tenant improvement
amount provided by Lessor and any special assessments levied against the
Project, all supplies and taxes incurred in anyone or more of the foregoing, and
all other costs of a general maintenance nature. The Operating Expenses shall
not include the cost of any repairs or replacements which by sound accounting
practices should be capitalized. In this connection the decision of Lessor’s
accountants shall be final.




**4.**  **Security
Deposit.** Lessee,
concurrently with the execution of this Lease, shall be required to deposit with
Lessor a security deposit as outlined in Exhibit “D”, Paragraph D, the receipt
of which is hereby acknowledged, which sum shall be retained by Lessor for the
performance by Lessee of Lessee’s covenants and obligations under this Lease and
applied as elsewhere provided herein. If Lessee is not in default hereunder, any
remaining balance of such deposit shall be returned by Lessor to Lessee within
thirty (30) days of the termination of this lease.





**5.**  **Use
and Possession.** The
Lessor covenants with the Lessee for quiet enjoyment and to observe and perform
all the covenants and obligations of the Lessor herein.





The
Lessee covenants with the Lessor to pay rent and to observe and perform all the
covenants and obligations of the Lessee herein to include:




Not to
use the Leased Premises for any purpose other than the conduct of the Lessee’s
business, being a retail banking facility with drive-through banking and ATM
facilities.




Lessor
acknowledges that Lessee’s primary business is that of a retail banking
facility. Consequently, the placement of a safe, safety deposit boxes,
drive-through window facility and automated teller machine (jointly “Banking
Improvements”) in the Leased Premises is a necessary and material component of
Lessee’s use of the Leased Premises. In light of the foregoing, Lessor agrees
that its consent to the placement of Banking Improvements in the Leased Premises
will not be unreasonably withheld, delayed or conditioned. Lessee shall be
responsible for all costs associated with the placement, use and removal of such
Banking Improvements together with any damage such Banking Improvements may
cause to the Project. The installation of any Banking Improvements shall be made
in accordance with the technical specifications of the Project as to minimize
potential damage to the Project. At Lessor’s sole discretion, the Banking
Improvements shall be removed from the Leased Premises at the termination of
this Lease.




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Lessee’s
use of that portion of the Project associated with the drive-through window
shall be at the Lessee’s sole cost and expense unless specifically set forth
otherwise. The Lessee shall maintain open access to the drive-through lanes
furthest for traffic to freely pass at such times any such lanes are not in
active service.




Notwithstanding
anything to the contrary, Lessee shall have building identification on top
portion of building as shown on elevation as approved by Lessor and Lessee. No
other signs (except as to the Lessor) will be added to the exterior of the
building without the mutual approval of the same by the Lessor and the Lessee,
which approvals shall not be unreasonably delayed, withheld or conditioned. The
placement of Lessor’s sign shall be in accordance with the mutual approval of
the Lessor and the Lessee, which approvals shall not be unreasonably delayed,
withheld or conditioned. Lessor hereby approves the sign rendering attached
hereto as Exhibit H and agrees that Lessee may place such sign on the building
of which the Leased Premises are part in the area shown on the elevation
attached hereto as Exhibit H-1.




During
the entire term of this Lease, if and as extended, Lessor shall not lease any
other space in the building of which the Leased Premises are a part to another
bank, credit union, or savings and loan association for use as a retail banking
operation.





Lessor
and Lessee acknowledge that Lessee intends to utilize only a portion of the
Leased Premises at the commencement of the Lease term and desires to sublet the
remainder until Lessee expands its business operations. Notwithstanding anything
to the contrary, Lessor agrees to reasonably work with Lessee to approve any
sublessee proposed by Lessee provided such sublessee’s business or use is in
accord with the quality of business or use of other tenants in the
building.







Not to
commit, or permit, injury or damage to the Project to include any leasehold
improvements and any fixtures within the Leased Premises; any loading of the
floors thereof in excess of the maximum degree to loading as determined by the
Lessor acting reasonably; any nuisance therein or manner of use causing
annoyance to other tenants and occupants of the Project or to the
Lessor.




Not to
do, omit, or permit to be done upon the Project anything which would cause the
Lessor’s cost of insurance to be increased or the costs of insurance of another
Lessee of the Project against perils as to which the Lessor or such other Lessee
has insured or which shall cause any policy of insurance on the Project to be
subject to cancellation.




To comply
at its own expense with all governmental laws, regulations, and requirements
pertaining to the occupation and use of the Leased Premises.




To
observe and perform, and to cause its employees, invitees and others over whom
the Lessee can reasonably be expected to exercise control to observe and
perform, the Rules and Regulations of the Lessor attached hereto as Exhibit E,
and additions as may hereafter be made by the Lessor, except that no change or
addition may be made that is inconsistent with this Lease.




At the
expiration of the term of the Lease, the Lessee shall deliver up the Leased
Premises in good repair and condition, damages beyond the control of the Lessee,
reasonable use, ordinary wear and tear excepted.




**6.**  **Waste,
Repairs, and Alterations.** The
Lessee shall not commit or suffer to be committed any waste upon the Leased
Premises or any public or private nuisance or other act or thing which may
disturb the quiet enjoyment of any other Lessee in the building.





5


The
Lessee shall maintain the Leased Premises and every part thereof, including
without limitation all electrical, plumbing and mechanical systems servicing the
Leased Premises, in good repair and condition; provided, however, the Lessee
shall have no obligation to so maintain the Common Area. The Lessee shall
provide Lessor with proof of a current annual maintenance agreement for the HVAC
servicing the Leased Premises. Lessee shall not make or suffer to be made any
alterations, additions, or improvements to or of the Leased Premises or any part
thereof, without the prior written consent of the Lessor. All alterations,
additions, or improvements must be coordinated through the Lessor (to include
additional electrical, computer, and phone lines). Any additions to or
alterations of the Leased Premises, except movable furniture and trade fixtures,
shall become part of the realty and belong to the Lessor; provided, however,
that the Lessor may at its option require the Lessee at the Lessee’s expense to
remove any such alterations, additions, or improvements upon the expiration or
sooner termination of the term of this Lease and restore the Leased Premises to
the condition they were in at the date of the commencement of the term of this
Lease, ordinary wear and tear excepted.




The
Lessee agrees not to suffer or permit any lien of any mechanic or materialman to
be placed or filed against the Leased Premises. In case any such lien shall be
filed, Lessee shall immediately satisfy and release such lien of record. If
Lessee shall fail to have such lien immediately satisfied and released of
record, Lessor may, on behalf of Lessee, without being responsible for making
any investigation as to the validity thereof, pay the amount of said lien and
Lessee shall promptly reimburse Lessor thereof.




The
interest of the Lessor in the premises shall not be subject to liens for
improvements made by or on behalf of the Lessee. The Lessor shall record an
appropriate notice under Florida Statutes Section 713.10 in public records of
Duval County, Florida.




**7.**  **Services
and Utilities.** The
Lessor agrees to provide and maintain (a) heat and air conditioning in the
common core area only, Monday through Friday, during normal business hours (7:00
A.M. to 6:00 P.M.) and Saturday from 8:00 A.M. to 12:00 P.M., and at such other
times as Lessor in its reasonable discretion deems necessary for normal office
occupancy and for the comfort of Lessees and occupants of the Project; (b) cold
water for toilet and lavatory purposes only within the common core areas only;
(c) custodial services in the common core area only at a level determined by the
Lessor; and (d) trash removal services at the Project on a regularly scheduled
basis; Lessee must remove all trash to the dumpster - such trash to be limited
to normal office trash and items like large empty boxes (which must be broken
down). Note: Trash generated from the initial move in to the facility shall not
be placed in the dumpster. Lessee must make arrangements to have this trash
otherwise removed.





Lessee
agrees to exercise due care and prudence in the use of utilities at all times,
and to comply with all Federal, State and Local guidelines concerning same. In
the event Lessor incurs electrical costs resulting from Lessee’s use of the
Leased Premises during periods other than normal business hours, Lessee agrees
to reimburse Lessor for that portion of the costs which are attributable to the
additional use. Lessor shall submit to Lessee a statement itemizing the
additional use and cost thereof, and Lessee shall pay such sums to Lessor with
the next due rental payment. Lessor in furnishing the foregoing services does
not contemplate occupancy involving extraordinary consumption or generation of
heat affecting temperatures otherwise normally maintained by the air
conditioning system.




The
“Property” where the Leased Premises are located has one (1) master electric
meter. The Leased Premises shall have a sub-meter to measure the electric
consumption of the Lessee for the purpose of allocating costs billed to the
master meter by JEA and the Lessee shall be billed for its own electrical
consumption.




6


If Lessee
shall require water in the Leased Premises, Lessee will procure prior written
approval from Lessor and make arrangements to pay periodically for the direct
expense of utilities including electric, water and sewer, and HVAC. Lessee
agrees to reimburse Lessor promptly following the rendering of a bill to Lessee
for any such charges incurred.




The
Lessor will keep in good condition and reasonable state of repair those portions
of the Project consisting of the entrance, lobby, stairways, corridors,
elevators, landscaped areas, parking areas, and other facilities from time to
time provided for use in common by the Lessees of the building. The Lessor
agrees to repair, so far as reasonably feasible, any defects in the standard
walls, structural elements, the roof, exterior walls, common core area ceilings,
electrical and mechanical installations, plumbing and the like. The Lessor shall
in no event be required to make repairs to the leasehold improvements made by
the Lessee or made by the Lessor on behalf of the Lessee or to make repairs on
the reasonable wear and tear within the Leased Premises.




The
Lessee covenants with the Lessor to repair, maintain and keep at the Lessee’s
own cost the improvements made by the Lessee or other property not covered by
the Lessor’s obligation to repair including electric, lighting, plumbing, and
mechanical (HVAC) systems serving the Leased Premises. The Lessee agrees that
the Lessor shall have the right to enter the Leased Premises of the Lessee at
all reasonable times and place to make repairs and/or adjustments to the Leased
Premises, but not to impose any obligations beyond those specifically set forth
herein.




Lessee
will be responsible for the cost of replacement of Lessee’s light bulbs in
overhead fixtures.




The
Lessee shall be entitled to the use of the passenger elevators for the carrying
of passengers to the various floors. Any uses of the elevators that require the
carrying of equipment, furniture, supplies and the like shall be coordinated
through the Lessor. Any damage done to the elevators, doorways, building, etc.
as a result of these uses shall be repaired at the expense of the
Lessee.




**8.**  **Non-Liability
of Lessor** . Lessee,
as a material part of the consideration under this Lease, hereby agrees to hold
the Lessor harmless from any and all damages from injury or damage to persons or
property in the Leased Premises from any cause except Lessor’s negligence,
arising at any time, and Lessee will hold Lessor exempt and harmless for and on
account of any injuries or damage to persons or property arising from the use by
the Lessee of the Leased Premises, or arising from failure of Lessee to keep the
Leased Premises in good condition as herein provided. Lessor shall not be liable
for any loss of property or damage to the Leased Premises by theft or burglary
occurring at the Project. Lessee agrees to pay for all damages to tenants or
occupants of the Project caused by Lessee’s misuse or neglect of said Leased
Premises, its apparatus or appurtenances, or by the act or omission of Lessee or
Lessee’s servants, employees, agents, visitors or licensees.




**9.**  **Damage
or Destruction.** If the
Project or Leased Premises shall be damaged as a result of fault or neglect of
Lessee or Lessee’s servants, employees, agents, visitors or licensees, Lessee
shall pay for all damage, and there shall be no abatement of rent. If the Leased
Premises shall be partially damaged or made inaccessible by explosion, fire,
flood, windstorm, the elements or other cause without neglect of Lessee or
Lessee’s servants, employees, agents, visitors or licensees, the damage shall be
repaired by and at the expense of the Lessor up to the amount of the Tenant
Improvements provided by Lessor, and the Base Rent, not the Additional Rent,
shall be apportioned according to the portion of the Leased Premises which is
usable by Lessee until the Leased Premises are so repaired. The Lessor is
responsible for leasehold improvements only. All other property of the Lessee
(i.e. furnishings, computer equipment etc.) will be the full responsibility of
the Lessee. In making such repairs, Lessor shall not be liable for delays which
may arise by reason of adjustment of insurance loss, strikes, labor difficulties
or by reason of their causes beyond Lessor’s control. For the purposes of this
Section 9, the phrase “partially damaged” shall mean damage to the Leased
Premises which does not materially interfere with the conduct of Lessee’s
business. All other damage shall be deemed substantial or total destruction of
the Leased Premises.





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If the
building of which the Leased Premises are a part is substantially or totally
destroyed or the Leased Premises are rendered totally untenantable by reason of
fire, flood, windstorm, the elements or other cause and Lessor shall decide not
to rebuild the same, then and in such event either Lessee or Lessor may within
ninety (90) days after such damage give the other party notice of its intention
to terminate the Lease. Lessor shall provide written notice to Lessee of its
intention to rebuild the Leased Premises within fifteen (15) days of the
occurrence of such damage. If Lessor elects not to rebuild the Leased Premises,
then the Lease shall terminate. If Lessor elects to rebuild the Leased Premises,
Lessor shall expeditiously perform such construction and the Rent shall be
abated as of the date of the occurrence of the casualty through the issuance of
a new certificate of occupancy for the rebuilt Leased Premises. The then current
term of the Lease shall be extended for a number of days equivalent to the
number of days between the date of the occurrence of the casualty and the
issuance of a certificate of occupancy for the rebuilt Leased Premises. Lessee
shall immediately notify Lessor in case of any damage by explosion, fire, flood,
windstorm, the elements or other cause. In the event the Lease is terminated in
accordance with the terms of this paragraph, the Rent shall be abated as of the
date of the occurrence of the casualty.




**10.**  **Lessor’s**  **Right
to Inspect and Enter.** The
Lessor shall have the right, at reasonable times during the term of this lease,
to enter the Leased Premises for the purpose of examining or inspecting same and
making such repairs or alterations therein as the Lessor shall deem necessary.
The Lessor may also at anytime within twelve months immediately preceding the
expiration of this Lease, show the Leased Premises to others for the purpose of
rental.





The
Lessor will initially provide one key to the Leased Premises. Locks to the
Leased Premises may not be changed, nor may any additional locks be installed,
without the prior written approval of the Lessor. Any lock changes will be
accomplished by the Lessor at the Lessee’s expense. The Lessor will at all times
maintain master keys to the Leased Premises.




**11.**  **Assignment
and Sublease.** Lessor
acknowledges that Lessee intends to sublet a portion of the Leased Premises and
Lessor hereby consents to such subletting; provided, however, Lessor shall have
the right to approve the identity of the subtenant, which approval will not be
unreasonably withheld, delayed or conditioned. Lessee shall not mortgage or
assign this Lease Agreement without the prior written consent of the Lessor,
which consent will not be unreasonably withheld, delayed or conditioned;
provided, however, Lessee my assign this Lease Agreement or sublet the Leased
Premises to Lessee’s subsidiary, successor by operation of law, merger, stock or
asset purchase, or to an affiliate or related company without Lessor’s prior
written consent. No assignment or sublet shall conflict with the rights of any
then-current tenant in the Building of which the Leased Premises are a part.
Lessee shall have the right to procure a subtenant or assignee on its own
without the use of a licensed Real Estate Sales Person/Broker; provided,
however, should Lessor desire to list the Leased Premises for sublet, Lessee
agrees to list with a licensed Real Estate Sales Person/Broker designated by the
Lessor provided the terms of the listing or brokerage agreement are reasonable
and in keeping with the terms of similar agreements for like properties located
in the Southside Jacksonville, Florida area. If the terms of such listing or
brokerage agreement are not in keeping with the terms of similar agreements,
Lessee shall have the right to list the Leased Premises for sublet with a
licensed Real Estate Sales Person/Broker of its own choosing.





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**12.**  **Bankruptcy.** If a
decree or order by a Court having jurisdiction shall be entered (a) adjudging
Lessee bankrupt or insolvent, or (b) approving as properly filed a petition
seeking reorganization of Lessee under any bankruptcy or insolvency law, or (c)
for the winding up or liquidation of Lessee’s affairs, or (d) for the
appointment of a receiver or liquidator or a trustee in bankruptcy or insolvency
of Lessee or any of the Lessee’s property and such decree or order shall
continue undischarged or unstayed for thirty (30) days, or if Lessee shall
institute or consent to insolvency or bankruptcy proceeding by or against
Lessee, or file a petition, answer or consent seeking a reorganization under any
insolvency or bankruptcy law or consent to the appointment of a receiver or
liquidator or trustee in bankruptcy or insolvency of Lessee or Lessee’s
property, or make assignment for the benefit of creditors, or admit in writing
Lessee’s inability to pay debts generally as they become due, or take corporate
action in furtherance of any of the aforesaid purposes, then and in that event,
Lessor may, if Lessor so elects, with or without notice of entry or other
action, forthwith terminate this Lease and shall upon such termination be
entitled to re-enter and take possession of the Leased Premises.





In
addition to any other rights or remedies Lessor may have by any provision in
this Lease or by any statute or rule, or by law, or Bankruptcy Code, Lessor may
retain as liquidated damages any rent, security deposit or monies received by
Lessor from Lessee or others on behalf of Lessee.




The
Lessee agrees to make all elections and acceptance or rejection of this Lease
within ten (10) days of any filing of Bankruptcy. Failure to deliver notice of
election shall be deemed rejected.




**13.**  **Indemnity
and Insurance.** Lessee
will save Lessor harmless and indemnify Lessor from and against any and all
claims, actions, damages, liability and expenses in connection with loss of
life, personal injury or loss or damage of whatever nature including property
damage (1) caused by or resulting from, wholly or in part, any act, omission or
negligence of Lessee or Lessee’s invitees, licensees, employees, and agents, no
matter where occurring, or (2) occurring in, upon, or at the Leased Premises, no
matter how caused, or (3) arising out of the occupancy or use by the Lessee of
the Leased Premises or any part thereof. This indemnity and hold harmless
agreement shall include indemnity against all costs, expenses, and liability
incurred in connection with any such injury, loss or damage or any such claim,
or any proceeding brought thereon or the defense thereof.





Lessee
will maintain a policy or policies of comprehensive general 1iability insurance
with respect to the Leased Premises, with a combined single limit of not less
than two million dollars ($2,000,000.00) on an occurrence basis with respect to
both bodily injury and property damage. Lessee will maintain Worker’s
Compensation Insurance as required by the State of Florida and Employer’s
Liability Coverage in an amount not less than $500,000.00. Lessee will maintain
Automobile Liability Insurance with bodily injury/property damage coverage of
not less than $1,000,000.00 per accident. Policies must be satisfactory to
Lessor and Lender in all respects, and any policy shall name Lessor as an
additional insured. Lessee shall deliver to Lessor a Certificate of Insurance at
least fifteen (15) days prior to the actual Commencement Date and a renewal
Certificate at least fifteen (15) days prior to the expiration of the
Certificate it renews. Certificates must provide for thirty (30) days notice to
Lessor in event of material change or cancellation. Lessee must also maintain
during the term of the Lease, broad form coverage on Lessee’s improvements and
betterments in a form reasonably acceptable to Lessor and in an amount equal to
the replacement value of the improvements and betterments.




9


**14.**  **Waiver
of Subrogation.** Lessor
and Lessee, for themselves and for their respective insurers, agree to and
hereby release the other of and from any and all claims, demands, actions and
causes of action that each may have claim to have against the other for loss or
damage to the property of the other, both real and personal, caused by or
resulting from fire and other casualties insured against under fire and extended
coverage insurance policies, notwithstanding that any such loss or damage may be
due to or result from the negligence of either of the parties thereto or their
respective officers, employees or agents, but only to the extent of any recovery
collectible under such insurance. Each party will use their best efforts to
secure an appropriate clause in, or endorsement on, any fire and extended
coverage insurance policy covering Lessor’s and Lessee’s interests in accordance
with this Lease, pursuant to which the respective insurance policies waive
subrogation.




**15.**  **Defaults
and Remedies.** The
happening of anyone or more of the following listed events shall constitute a
breach of this Lease Agreement on the part of Lessee and shall result in a
default of the Lease:





The
failure of Lessee to pay any Rent payable under this Lease Agreement on the due
date thereof.




The
failure of Lessee to fully and properly perform any act required of it in the
performance of this Lease, or otherwise to comply with any term or provision
thereof.




The
filing by or on behalf of Lessee of any petition of pleading to declare Lessee a
bankrupt or the adjudication in bankruptcy of Lessee under any bankruptcy law or
act.




The
appointment by any court or under any law of a receiver, trustee, or other
custodian of the property, assets, or business of Lessee.




The
assignment by Lessee of all or any part of its property or assets for the
benefit of its creditors.




The levy,
execution, attachment of property, assets or of the leasehold interest of Lessee
by process of law or otherwise in satisfaction of any judgment, debt or claim or
the abandonment of the Leased Premises by the Lessee.




Failure
of Lessee to maintain any insurance coverage as provided in this
Lease.




Use of
the Leased Premises by parties other than the Lessee.




Use of
the Leased Premises for purposes other than that for which they were originally
intended.




Abandonment
or vacated premises without the prior written consent of the
Lessor.




**16.
Remedies.** Upon the
occurrence of any of the above listed events, Lessor, if it shall so elect, may
proceed with any of the following remedies, provided (except default as to
non-payment of Rent or the filing of any petition or the adjudication in
bankruptcy of Lessee) Lessee is given ten (10) days’ prior written notice and
fails to cure any such default:




10


Accelerate
Rents for the remainder of the term of this Lease.




Enter the
Leased Premises in accordance with the legal process required by the State of
Florida and terminate Lessee’s possession without being liable for any
prosecution thereof, and re-lease the premises to any person, firm, or
corporation, and upon such terms and conditions as Lessor may deem advisable, as
agent of Lessee or otherwise, for whatever rent it can obtain. Lessee shall
remain liable for the rent reserved herein, and all other obligations hereunder.
Lessor shall apply the proceeds of such re-leasing first to the payment of
expenses that Lessor may incur in the entering and re-leasing, and then to the
payment of the rent due by Lessee and the fulfillment of Lessee’s covenants and
obligations hereunder, together with all costs and expenses of releasing the
Leased Premises or any portion thereof, including without limitation brokerage
commission, attorney’s fees, and tenant improvements. In the case of any
deficiency, Lessee shall remain liable. Lessee hereby waives service of any
demand for payment of rent, or notice to terminate or demand for possession of
the Leased Premises, including any and all other forms of demand and notice
described by law.




**Additional
considerations:** As
additional security for the performance of Lessee’s obligations hereunder,
Lessee hereby pledges and assigns to Lessor, all the furniture, fixtures,
equipment, goods, inventory, stock and chattels of Lessee which are now or may
hereafter be brought or put in the Leased Premises, and further grants to
Lessor, a security interest therein under the Uniform Commercial Code. Upon the
request of Lessor, Lessee hereby agrees to execute and deliver to Lessor all
financing statements, amendments thereto, or other similar statements which
Lessor may reasonably request.




Nothing
herein contained shall be deemed to be a waiver by Lessor of its statutory lien
to rent, and the remedies, rights, and privileges of Lessor in the case of
default of Lessee as set forth above shall not be exclusive and in addition
thereto Lessor may also exercise and enforce all its rights at law or equity
which it may otherwise have as a result of Lessee’s default
hereunder.




Lessor is
herein specifically granted all of the rights of a secured creditor under the
Uniform Commercial Code with respect to the property in which Lessor has been
granted a security interest by Lessee.




**17.**  **Eminent
Domain.** If all or
any part of the Leased Premises shall be taken or condemned under power of
Eminent Domain either before or during the term of this Lease, then and in that
event the term of this Lease shall cease and terminate from the date which the
possession of the part so taken shall be required, and Lessee shall have no
claim or interest in or to any award of damages for such taking.





**18.**  **Governing
Law.** The laws
of the State of Florida shall govern the validity, enforcement, and
interpretation of this Lease. The obligations of the parties are performable,
and venue for any legal action arising out of this Lease shall lie in Duval
Count, Florida. ****





**19.**  **Attorney’s
Fees.** The
parties hereto agree that in the event either of the parties are required to
institute legal proceedings to enforce any of the terms, covenants and
conditions of this Lease, the prevailing party shall be entitled to
reimbursement from the other party for all legal expenses incurred, including
reasonable attorney’s fees whether in mediation, arbitration, pre-trial, trial,
appeal, post judgment collection, or in any bankruptcy proceeding, as well as
court costs incurred in connection therewith.





11


**20.**  **Quiet
Enjoyment.** The
Lessor hereby covenants that the Lessee, paying the rent and performing the
covenants set forth herein, shall peaceably and quietly hold and enjoy,
throughout the term, the Leased Premises and such rights as the Lessee may hold
hereunder with respect to the remainder of the Project.





**21.**  **Subordination
and Estoppel.** This
Lease is and shall be subject and subordinate to any and all mortgage, deed of
trust and other liens created by Lessor, whether presently existing or hereafter
arising, upon the Leased Premises or upon the Project or any portion thereof,
and to any renewals, refinancings and extensions thereof, provided any such
mortgagee agrees to execute an agreement not to disturb or otherwise interfere
with the Lessee’s possession of the Leased Premises for the unexpired term of
the Lease, but Lessee agrees that any such mortgagee shall have the right at any
time to subordinate such mortgages, deeds of trust and other liens to this Lease
on such terms and subject to such conditions as such interest holder may deem
appropriate in its reasonable discretion. Lessee agrees that it will from time
to time, upon request by Lessor, execute and deliver within 10 (ten) days to
such persons as Lessor shall request a 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 Lessor is not in default hereunder (or if Lessee alleges
a default, stating the nature of such alleged default); the subordinate position
of this Lease to Lessor’s mortgage; and further stating such other matters as
Lessor or its mortgagee shall reasonably require. Exhibit “G” (Subordination,
Attornment and Non-Disturbance Agreement) attached hereto indicates language
that is currently acceptable; however, Lessee acknowledges that the mortgagee
may modify the language stated in Exhibit “G” from time to time in its own
reasonable discretion.





**22.**  **Notices.** All
notices shall be in writing to the address of record of the Lessor and Lessee as
stated below and shall be given by (i) depositing the same in the United States
mail, postpaid and certified and addressed to the party to be notified, with
return receipt requested, or (ii) delivering the same in person to the party to
be notified, or (iii) depositing the same with a national expedited overnight
delivery service, or (iv) delivering the same by electronic facsimile
transmission to the facsimile numbers set forth in this Section, provided that a
facsimile shall only act as notice upon delivery of a signed acknowledgment by
the recipient to the sender. All such notices to Lessor shall be delivered in
duplicate to designated party stated below. Any party to this Agreement may
change the place to which notice to that party shall thereafter be given and
addressed by giving written notice to the other party in the manner set forth
above.






Lessor’s
      Address:
      Beemer & Associates XXXIII,
      LLC
      13947-210
      Beach Blvd.
      Jacksonville,
      FL 32224
      Attn:
      Randall Whitfield
      Fax Number: (904) 992-9389
    Lessee’s
      Address Prior to Lease Commencement:
      The
      Jacksonville Bank
      100 North Laura Street
      Jacksonville,
      FL 32202
      Attn: Gilbert Pomar, President &
      CEO
      Fax
      Number: (904) 421-3060In
      Duplicate To:
      Lawrence
      V. Ansbacher
      Ansbacher
      & Schneider, P.A.
      5150
      Belfort Road, Building 100
      Jacksonville,
      Florida 32256
      Fax Number: (904) 296-2842
    Lessee’s
      Address upon Lease Commencement:
      The
      Jacksonville Bank
      100 North Laura Street
      Jacksonville,
      FL 32202
      Attn:
      Gilbert Pomar, President & CEO
      Fax
      Number: (904) 431-3060


12




**23.**  **Commissions** . Lessee
warrants that it has had no dealings with any real estate agents or brokers in
connection with the negotiations of this Lease except as listed below, and that
it knows of no other real estate broker or agent who is or might be entitled to
a commission in connection with this Lease, and Lessee agrees to indemnify and
hold harmless from and against any and all claims for any such commissions,
except as follows: Colis McGeachy. Any fee due Colis McGeachy or any other
broker engaged by the Lessor with respect to this transaction shall be paid by
the Lessor and the Lessee shall have no liability therefore.





**24.**  **Signs.** The
building’s standard interior signage identifying Lessee’s offices and one lobby
strip sign shall be provided by Lessor. No other signage visible from outside
the Leased Premises shall be used by or placed upon the Leased Premises or the
building by Lessee without the Lessor’s prior written approval. Lessee shall
have building identification on top portion of building as shown on elevation as
approved by Lessor and Lessee. Lessor hereby approves the sign rendering
attached hereto as Exhibit H and agrees that Lessee may place such sign on the
building of which the Leased Premises are part in the area shown on the
elevation attached hereto as Exhibit H-1. Lessor further agrees that he will not
place his signage on the exterior of the building until the expiration of six
(6) months from the Commencement Date and then said signage will be located in
the upper northwest corner and be at least ten (10%) smaller than Lessee’s sign.





**25.**  **Parking.** Lessor
shall provide parking space for the use of the Lessee, its officers, employees,
agents, and invitees. The Lessor maintains the right to limit the Lessee’s
number of parking spaces to four (4) parking spaces per one thousand usable
square feet of leased office space. The actual number of parking spaces provided
will be determined by rounding (based on the amount of leased space to the
closest number of parking spaces). For example, if the Lessee leases 600 square
feet, the Lessee will have two (2) parking spaces (600/1,000 = .60 x 4 = 2.4 or
2 parking spaces); if the Lessee leases 1,400 square feet, the Lessee will have
six (6) parking spaces (1,400/1,000 = 1.4 x 4 = 5.6 or 6 parking spaces). Lessor
agrees to assign six (6) spaces for the exclusive use of Lessee in the areas
designated as “reserved for Jacksonville Bank customer/employee use” on the
attached Site Plan. The spaces shall be appropriately designated as being for
the exclusive use of the Jacksonville Bank and its customers. Such assignment
may not interfere with the availability of appropriate parking spaces available
to the disabled under applicable law. The Lessee shall be responsible for all
costs and fees associated with the establishment and enforcement of such
reserved parking spaces.





**26.**  **Notice
of Termination Not Required.** Notwithstanding
any provision of law or any judicial decision to the contrary, no notice shall
be required to terminate the term of this Lease Agreement, or extension thereof,
on the date herein specified, and the term hereof shall expire on the date
herein provided without notice being required from either party.





**27.**  **Radon
Gas.** Radon gas
is a naturally occurring radioactive gas that, when it is 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 may be obtained from your County public health
unit.





13


**28.**  **Hazardous** substances”
shall not cause or permit the escape, disposal or release of any biologically or
local laws as: (a) a “hazardous substance” pursuant to section 101 of the
storage or use of such substances or materials in any manner not sanctioned by
law or by the Federal Water Pollution Control Act, 33 U.S.C. §1321; (b) a
“hazardous waste” pursuant to use in the ordinary course of Lessee’s business,
and then only after written notice is given to Lessor of the identity of such
substances or materials, and the Lessee has obtained Lessor’s written approval
of same.





“Hazardous
substances” shall mean any material or substance that, as of the date of this
Agreement, is defined or classified under federal, state, or local laws as: (a)
a “hazardous substance” pursuant to section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601(14),
section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §1321; (b) a
“hazardous waste” pursuant to section 1004 or section 3001 of the Resource
Conservation and Recovery Act, 42 U.S.C. §§6903, 6921; (c) a toxic pollutant
under section 307(a) (1) of the Federal Water Pollution Control Act, 33 U.S.C.
§1317(a) (1); (d) a “hazardous air pollutant” under section 112 of the Clean Air
Act, 42 U.S.C. §7412; (3) a “hazardous material” under the Hazardous Materials
Transportation Uniform Safety Act of 1990, 49 U.S.C. 5101 et seq.; (f) toxic or
hazardous pursuant to regulations promulgated under the aforementioned laws; or
(g) presenting a risk to the environment under other applicable federal, state
or local laws, ordinances, or regulations. “Toxic or Hazardous substances”
specifically includes, but is not limited to, asbestos, polychlorinated
biphenyls (“PCBs”), petroleum and petroleum-based derivatives, and urea
formaldehyde.




**29.**  **Americans
With Disabilities Act** . Lessor
and Lessee hereby recognize respective obligations under the Americans With
Disabilities Act of 1990, as amended, hereafter called ADA. Lessor shall be
responsible and pay for reasonable compliance under ADA in the common areas of
the Building. Lessee shall be responsible and pay for compliance in the Leased
Premises and shall comply with the ADA in a manner required by the ADA for the
transaction of Lessee’s business.





**30.**  **Amendments.** This
Lease Agreement may be amended by mutual agreement between the Lessor and
Lessee. Any amendment will be in writing and signed by both
parties.





**31.**  **Amendments.** This
Lease Agreement may be amended by mutual agreement between the Lessor and
Lessee. Any amendment will be in writing and signed by both
parties.





**32.**  **Holdover.** In the
event Lessor desires to regain possession of the Leased Premises upon the
expiration of the term created by this Lease, Lessor shall have the absolute
right and authority to forthwith re-enter and take possession of the Leased
Premises, with or without legal process, and refuse to accept any rent tendered
by Lessee.





14


In the
event Lessee remains in possession of the Leased Premises after the expiration
of the term of this Lease, without having first extended this Lease by written
agreement with Lessor, Lessor may in its sole discretion, interpret such action
as follows:




**a.**
    A
      holdover 5 days or less shall be deemed to have created and be construed
      as a tenancy at sufferance, terminable immediately upon written notice
      from Lessor to Lessee. Lessee shall pay Lessor a monthly rental equal to
      twice the rental in effect at the time of holdover, on a per diem basis,
      until Lessee vacates the Premises. Lessee shall in no event remain in
      possession of the Leased Premises for more than 5 days after receipt of
      written notice from Lessor to Lessee.





**b.**
    A
      holdover in excess of 5 days shall be deemed as an extension of Lessee’s
      Lease on a month to month basis. The Lease shall extend with all of the
      same terms, covenants and conditions herein specified except, however,
      that Lessee shall pay Lessor a monthly rental equal to twice the rental in
      effect at the time of the holdover. Possession may be terminated by ten
      (10) days written notice from Lessor and Lessee expressly waives any right
      to additional notice of termination.





**c.**
    A
      holdover of 30 days or more shall be deemed as an extension of Lessee’s
      Lease for one year. The Lease shall extend with all of the same terms,
      covenants and conditions herein specified, except that Lessee shall pay
      Lessor a monthly rental equal to twice the rental in effect at the time of
      the holdover.





In
addition to the foregoing, if Lessee fails to surrender the Premises to Lessor
upon expiration of the term of this Lease as required by this Paragraph, Lessee
shall be responsible for any costs, damages and lost income Lessor may suffer on
account of Lessee’s failure to surrender possession of said Leased Premises.
Lessee shall also indemnify and save Lessor harmless from and against all
damages and claims made by any succeeding tenant of said Premises against Lessor
due to the delay of delivering possession of said Premises by Lessor to said
succeeding tenant, resulting from Lessee’s failure to surrender the
Premises.




**33.**  **Successors
and Assigns.** This
Agreement is binding upon the Lessee, such person’s heirs, personal
representatives, successors and assigns, each of whom have the same obligations,
liabilities, rights and privileges as it would have possessed had it originally
executed this Lease as the Lessee; provided that no such right or privilege
shall inure to the benefit of any assignee of the Lessee, immediate or remote,
unless the assignment to such assignee is made in accordance with the provisions
of Section 11 of this Agreement.





**34.**  **Miscellaneous:** It is
agreed between the parties that neither Lessor nor Lessee nor any of their
agents have made any statement, promises, or agreements verbally or in writing
in conflict with the terms of this Lease. Any and all representations by either
of the parties or their agents made during negotiations prior to the execution
of this Lease and which representations are not contained in the provisions
hereof shall not be binding upon either of the parties hereto. It is further
agreed that this Lease contains the entire agreement between the parties, and no
rights are to be conferred upon either party until this Lease has been executed
by Lessee and Lessor. It is also agreed between the parties that all discussions
and information provided to the Lessee concerning the Project which were made
prior to the signing of this Lease were for illustrative purposes only, and
unless specifically incorporated into this Lease, are subject to change by the
Lessor.





15


If the
space described herein contains less than 2,000 usable square feet, Lessor
reserves the right on sixty (60) days’ notice to remove Lessee to other
similarly improved space in the Project under the terms of this Lease except the
Base Rent and Additional Rent will be adjusted for variation in the square
footage of the new Leased Premises. Lessor agrees to make reasonable efforts to
accommodate Lessee’s request regarding the location and size of said relocated
premises. If Lessor and Lessee do not agree in writing within ten (10) days of
Lessor’s notice upon the terms and conditions of the relocation, then this Lease
shall become null and void and of no further effect, sixty (60) days from the
date of Lessor’s notice. Lessor agrees to pay or credit expenses not exceeding
the amount of Lessee’s base rent for two (2) months for moving Lessee to the new
space agreed upon, subject to the adjustment by Lessee’s authentication of
Lessee’s actual relocation expense.




**35.**  **Entire
Agreement.** This
Lease contains the entire agreement relating to the Leased Premises between the
parties. All legal rights and obligations between Lessor and Lessee will come
into existence if, and only if, this Lease Agreement is fully executed by both
parties.





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





Signed, sealed and
      delivered in the presence of:
    
    
    Beemer &
      Associates XXXIII, LLC, a Florida limited
      Liability CompanyWitnesses As To Lessor:Name: Mike Ashourian
      Its: Managing Partner(Print Name)(Print Name)State of Florida
      County of Duval








The
foregoing instrument was acknowledged before me this ____ day of
_______________, 2005 by ______________________________________________,
_____________________ President of
_________________________________________________, a ___________________
corporation, on behalf of the corporation ( ) who is all personally known to me
or ( ) who has produced _____________________ (Florida Driver’s License) as
identification.





____________________________________


Notary
Public, State of ____________


My
Commission Expires:





16
 Signed, sealed and
      delivered in the presence of:
    
    
    LESSEEWitnesses As To Lessee:Name: _____________________________
      Its: _______________________________(Print Name)(Print Name)STATE
      OF ______________________________
      
      COUNTY
      OF ____________________________





The
foregoing instrument was acknowledged before me this ____ day of _____________,
2005 by _____________________________________________ the ______________________
of _________________________________, a _________________ corporation, on behalf
of the corporation. He/she ] is
personally known to me or ] produced
__________________________ as identification.





__________________________________


__________________________________


Print
Name


Notary
Public, State and County aforesaid


Commission
No.:___________________


Commission
Expires: ________________




17




**Exhibits**





Exhibit
      A
    Site
      PlanExhibit
      B
    Suite
      LocationExhibit
      B1
    Suite
      BuildoutExhibit
      C
    Shell
      Building Improvements, Tenant Improvements and Building Standard Tenant
      Improvement Items.Exhibit
      D
    RentExhibit
      E
    Rules
      and RegulationsExhibit
      F
    Statement
      of OccupancyExhibit
      G
    Subordination,
      Attornment, and Non-Disturbance AgreementExhibit
      H
    Sign
      RenderingExhibit
      H-1
    Sign
      Rendering Elevation


18


**Exhibit”
A”**


**Site
Plan**





19




**Exhibit
“B”**


**Suite
Location**




















20


**Exhibit
“B 1”**


**Suite
Build Out**


Landlord
will provide the Tenant with a substantially completed shell, together with
$15.00 per usable square foot for certain Tenant Improvements as defined
hereafter to the Leased Premises (“Tenant’s Allowance”). Under no circumstances
shall Landlord’s obligation or responsibility for the Tenant Improvements exceed
Tenant’s Allowance. Any costs in excess of Tenant’s Allowance will be provided
at Tenant’s expense. Tenant shall furnish, at Tenant’s expense, final plans and
specifications for the interior design and construction of the Leased Premises
which are acceptable to Landlord (“Tenant Improvements”) within thirty (30) days
after execution of this Lease. Landlord shall within fifteen (15) days after
receipt of said plans and specifications to notice the Tenant of any reasonable
objection to the Tenant Improvements whereupon the Tenant shall have fifteen
(15) days to address Landlord’s objection in order to obtain Landlord’s
approval. Tenant’s contractor must be approved by Landlord whose approval shall
not be unreasonably withheld. Upon Landlord’s approval of Tenant Improvements
and Tenant’s contractor, Tenant shall obtain a building permit and the Tenant
Improvements shall be completed thereafter in a diligent manner. Tenant’s
contractor shall coordinate all activities with Landlord’s contractor to insure
that construction of the Tenant Improvements does not create a hindrance or
interfere with Landlord’s improvement of the Property or other tenants. Landlord
shall deliver Tenant’s Allowance to Tenant upon (i) receipt of Certificate of
Occupancy for the Leased Premises, (ii) evidence that Tenant’s contractor has
been paid in full and (iii) affidavit from Tenant’s contractor that all
craftsmen, materialmen, or laborers to deliver goods or perform services as to
the Tenant Improvements have been paid in full.
  The
Lessor shall construct the canopy for Lessee’s drive through facility, however,
all costs and expenses associated with related additions to the Project shall be
the responsibility of the Lessee.







21


**Exhibit** **“C”**




**Shell
Building Improvements and Building Standards for Tenant Improvement**






**A.**  **Shell
Building Improvements.**







Lessor,
at its expense, shall provide Lessee with the following shell building
improvements in place unless stated that it is the Lessee’s responsibility and
expense.




1.  Glass,
spandrell or concrete tiltup panels as exterior walls.





2.  Exterior
walls are unfinished on the inside.





3.  Finished,
taped and spackled one-hour fire-rated demising walls built on the common area
side. Lessor is responsible for half of the cost of construction of the demising
walls and their fire dampers between the Leased Premises and the common
corridors. Lessee is responsible for half the cost of construction of demising
walls and their fire dampers abutting common corridors and other tenant
areas.





4.  Finished
flooring, ceiling and walls on the common area side including the common area
corridor.





5.  Operational
restrooms in the base building complying with Americans with Disabilities Act
(ADA).





6.  Complete
plumbing, waste and domestic water systems will be provided in the common core
area, and main distribution lines will be stubbed in to the tenant areas at a
location determined by Lessor.





7.  Concrete
floor.





8.  Ceiling
open to the deck and steel beams.





9.  Fully
operable fire and monitoring systems per local codes in the core areas of the
Building.





10.  Sprinkler
System - Building
is fully sprinkled per code with main distributions lines installed and a 14 X
14 grid ready for sprinkler head installation.





11.  Heating,
Ventilation and Air Conditioning - System for service of the Common Areas
consisting of roof top units, main distribution ducts and return ducts to
provide cooling, ventilation and heating during Building Standard hours of
operation.





12.  Electrical-
Building Standard electrical distribution system is provided to the main
distribution in common electrical room for future sub-distribution (lighting and
power).





13.  Access to
telephone equipment room located in the core of the building on each floor.
Telephone equipment may only be installed within said telephone equipment room
upon Lessor’s written approval and if same requires review by Lessor’s engineer,
same will be at Lessee’s cost.





22


14.  Two (2)
means of egress allowing exiting from the building.





15 .  Demising
Partitions  -
One-hour fire rated partitions to deck, consisting of 5/8” type gypsum board on
both sides of 3 1⁄2” metal studs with 2” sound insulation batt.







**B.**  **Building
Standards for Tenant Improvement.**







The
build-out of Lessee’s Leased Premises will consist of the following building
standards.







1.  Interior
Partitions - Building standard partitions to ceiling, consisting of 5/8” gypsum
board on  both
sides of 3 1⁄2” metal studs, taped, floated, sanded and painted.





2.  Suite
Entry Door and Hardware - 3’0” X 8’0”, solid core building standard wood paneled
door with a metal frame. Doors shall be double doors off lobby areas and single
doors off hallways. All doors shall be stained in building standard
stain.





3.  Interior
Doors and Hardware -3’0” x 7’0” rotary cut birch flush, solid core door stained.
Hardware is Corbin or Russwin in oil bronze finish. All doors shall be stained
in building standard stain.





4.  Wall and
wood finishes including painting and staining - All walls will be painted with
two (2) coats of low luster acrylic latex-based paint selected from building
standard colors. All wood must be stained in building standard stain or painted
in building standard colors and will receive one coat of enamel undercoat and
two coats of semi gloss alkyd enamel.





5.  Light
Fixtures - Lithonia 2’ x 4’, 277V, 3 tube T8 fixture (18 cell silver parabolic
lenses and a white reflector) and electronic ballast.





6.  Light
Switches - 20 amp
single pole white toggle switch, mounted in wall per code requirements and white
covers.





7.  Electrical
receptacles - 20 amp
standard duplex white receptacle and white covers.





8.  Telephone
Junction Box - Wall
telephone junction box stubbed above ceiling with pull string. Lessee is
responsible for providing access to tenant area for telephone
service.





9.  Baseboard - 1/8”
(thickness), 4” (height) vinyl in building standard colors.





23


10.  Floor
finishes: Carpet - 26 oz.,
tufted multi level loop pile, glue down. Building standard carpeting in one
style and one color throughout the Leased Premises. Vinyl: 1/8”
(thickness) commercial grade in areas receiving VCT per building standard. Vinyl
is only allowed in kitchens, copy rooms, storage rooms and
workrooms.





11.  Ceiling
Type - Armstrong 705A fissured, tegular style, 2’x2’, ceiling tiles installed in
a white painted 15/16” aluminum grid.





12.  HVAC - 1
ton per 400 square foot of leased space consisting of roof top units, main
distribution ducts and return ducts to provide cooling, ventilation and
heating.





13.  Sprinkler
heads installed in existing grid as required by code in a white finish
trim.





14.  Exit
lighting, emergency lighting, and fire and safety equipment required by
applicable codes.





15.  Building
standard (curved ivory PVC) vertical blinds on all exterior
windows.





24


**C.**  **Lessor’s
Contribution**







Tenant
improvement spreadsheet C-l





25




**Exhibit
“D”**


**Rent**





A.  The
initial Annual Rent is payable in monthly installments in advance on the first
day of each month during the term hereof as follows:





Rental
      Period
    Monthly
      Rent
    Sales
      Tax
    Total

Year
      1 - 10 and,
      Year
      11 - 15***
      Year
      16 - 20***
    $17,572.50
      *
    $1,230.08
      **
    $18,802.58


*Annual
Rent shall be adjusted throughout the term of this Agreement, as of the
anniversary of the first day of the first full calendar month following the
Commencement Date, including the Renewal Terms if exercised by Lessee, to
the extent of any percentage change that occurred in the Consumer Price Index
for All Urban Consumers (All Items, Base 1982-84 = 100) as published by the
United States Department of Labor, Bureau of Labor Statistics for appropriate
statistical area, (CPI) during the preceding 12 months. The Annual
Rent adjustment shall be calculated by Lessor by multiplying the Annual
Rent then in effect by a fraction, the numerator of which is the CPI as
last published prior to the applicable adjustment date, and the denominator
of which is the CPI in effect as of the calendar month 12 full months prior
to the applicable adjustment date. In no event shall Annual Rent resulting
from an annual CPI adjustment be decreased nor will it increase by more
than 5 percent. Lessor shall promptly notify Lessee of each Annual
Rent adjustment.





**Note:
The amount of sales tax listed above is based on the current rate for the State
of Florida, Duval County
associated with the first monthly installment. This amount will be adjusted in
conjunction with adjustments to the monthly Rent and if the rate is changed by
governmental authority, for any reason.




***Note:
Rent for the years 11 - 15 and years 16 - 20 will only apply if Lessee exercises
its renewal option(s) in accordance with the Lease terms. Rent for the years
11-20 shall be adjusted in the same manner as rent for the years 1-10; provided,
however, there shall be a one time adjustment in Annual Rent for years 16-20 as
provided in Paragraph 2 of the Lease.




Any other
excise tax on Rent hereafter imposed by statute, ordinance, or enactment of the
Federal Government, State of Florida, or any local governmental unit shall be
paid by the Lessee, monthly or annually as required, as Additional
Rent.




B.  The
building’s first floor Rentable Square Footage is 15,300  square
feet, of which the
Leased Premises shall be deemed to include 9,372 Rentable Square
Feet. Lessee’s “proportionate share” of Operating Expenses is 20.42 Percent. The
percentage may change in the future based on a change in the building’s square
footage but Lessee’s share will always remain proportionate. The percentage of
certain operating expenses may change based on the operating expense items used
by different tenants in the building as determined by Lessor in its reasonable
discretion. For example: If Lessee occupies 5,000 square feet of a 100,000
square foot building that would make Lessee’s percentage 5% of the total
building. However, if another tenant that occupies 10,000 square feet does not
have custodial service then the portion of the operating expense Lessee would
owe for custodial services would be calculated over 90,000 square feet making
Lessee’s percentage 5.55% of the custodial portion of the operating
expenses.





26


C.  Lessee
shall pay as Additional Rent its pro rata share of any Operating Expenses (as
defined in Article 3 (Rent) of the Lease) in excess of an amount above
$ 3.50 per
square foot per annum (the “Base Operating Amount”); provided, however, if the
Lessee’s actual pro-rata share of the total amount of Operating Expenses
incurred or paid by the Landlord for the first full year of the Lease term
exceeds $ 3.50 per
square foot per annum, the Base Operating Amount will be adjusted to reflect
Lessee’s actual pro-rata share of the Operating expenses and Lessee’s Additional
Rent obligations shall be adjusted accordingly based upon the revised Base
Operating Amount. The revised Base Operating Amount shall be communicated to
Lessee as soon as practicable after the end of the 2006 calendar year and shall
be final for all purposes, provided, however, Lessee shall have the right to
dispute or audit such figures as provided in Paragraph 3 of the Lease.





D. The
Security Deposit required by Article 4 of the Lease is $18,802.58. Upon the
occurrence of the actual Commencement Date, the Security Deposit will be applied
by the Landlord as the first monthly installment of the Annual Base Rent due
under the Lease. If the actual Commencement Date falls on a day other than the
first day of a calendar month, the first monthly installment of the Annual Base
Rent shall be apportioned on a per diem basis between the Commencement Date and
the first day of the following calendar month and the excess Security Deposit
remaining shall be applied against the second monthly installment of the Annual
Base Rent. Lessee shall remit the remainder of the second monthly installment of
Annual Base Rent to Landlord when the same is due and payable.




27









**Exhibit
“E”**


**Rules
and Regulations**





1.  The
sidewalks, entrances, passages, elevators, stairways, corridors, and halls in or
about the building shall not be obstructed by Lessee or used for any other
purpose other than for ingress and egress to and from the Leased Premises. The
Lessee will not place or allow to be placed in the building corridors, public
stairways, or outside the building any waste, garbage, paper, refuse or anything
whatsoever.





2.  The
washroom plumbing fixtures and other water apparatus shall not be used for any
purpose other than for which they were constructed, and no sweepings, rubbish,
rags, ashes or other substances shall be thrown therein. The extent of any
damage resulting from misuse by the Lessee shall be borne by the
Lessee.





3.  No
smoking will be allowed in the building. Designated smoking areas will be
maintained outside the building.





4.  No
dangerous or explosive materials will be kept in the Leased
Premises.





5.  No
animals or pets, bicycles, skateboards, or similar type vehicles shall be
permitted to be in the building or kept in or about the premises.





6.  Lessee
agrees that its use of electrical current shall never exceed the capacity of
existing feeders, risers, or wiring installation in the Leased Premises. Any
additional wiring requests shall be directed to the Lessor for approval. If
approved, all work will be coordinated through the Lessor and at Lessee’s
expense. This will include the installation of any additional telephone,
computer, or other communications lines.





7.  The
Lessee shall not place or cause to be placed any additional locks upon any doors
(or the changing of locks on any doors) of the Leased Premises without the
approval of the Lessor and subject to any conditions imposed by the Lessor.
Additional keys may be obtained from the Lessor at the cost of the Lessee. All
keys must be returned to the Lessor at the termination of the
lease.





8.  The
Lessee shall not bring in or take out, position, construct, install or move any
safe, business machine or other heavy office equipment without first obtaining
the prior written consent of the Lessor. In giving such consent, the Lessor
shall have the right in its reasonable discretion, to prescribe the weight
permitted and the position thereof, and the use and design of planks, skids, or
platforms to distribute the weight thereof. All damage done to the building by
moving or using such heavy equipment or other office equipment or furniture
shall be repaired at the expense of the Lessee. The moving of all heavy
equipment or other office equipment or furniture shall occur only at times
consented to by the Lessor and the persons employed to move the same in and out
of the building must be acceptable to the Lessor. No freight or bulky material
of any description will be received into the building or carried in the
elevators except during hours approved by the Lessor.





9.  Except
with the prior written consent of the Lessor, no Lessee shall use or engage any
person or persons other than the janitor( s) or janitorial contractor of the
Lessor for the purpose of any cleaning of the Leased Premises.





10.  The
Lessee shall give the Lessor prompt notice of any accident to or any defect in
the plumbing, heating, air conditioning, ventilating, mechanical or electrical
apparatus, or any other part of the building.





11.  Lessor
reserves the right at all times to exclude newsboys, loiterers, vendors,
solicitors, and peddlers from the building and to require registration,
satisfactory identification, and credentials from all persons seeking access to
any part of the building. Lessor shall exercise its best judgment in executing
such control, but shall not be held liable for granting or refusing such
access.





28


12.  Lessee
assumes full responsibility for protecting the Leased Premises from theft,
robbery, and pilferage. Except during normal business hours, Lessee shall keep
all doors to the Leased Premises locked and other means of entry to the premises
closed and secured, and is liable to any loss caused by negligence
thereto.





13.  Lessee
and occupants shall observe and obey all parking and traffic regulations imposed
by Lessor on the premises. Lessor in all cases reserves the right to designate
reserved, visitor and “no parking” zones, traffic right of ways, and general
parking area procedures. Failure of Lessee to comply with parking regulations
will constitute a violation of the lease. Lessor may, but is not obligated to,
institute such measures for proper parking as are necessitated by conditions
existing at a particular time; included but not limited to towing, impounding,
and/or tagging of improperly parked vehicles. Lessor shall not be responsible
for damage to or theft of any car, its accessories or contents whether the same
be the result of negligence or otherwise.





14.  Lessee
shall not create or maintain a nuisance in the premises nor make or permit any
noise or odor or use or operate any electrical or electronic devices that emit
loud sounds, air waves, or odors, that are objectionable to other occupants of
this or any adjoining building or premises; nor shall the premises be used for
lodging or sleeping nor for any immoral or illegal purpose that will damage the
premises or injure the reputation of the building. No vending machines will be
installed, permitted, or used on any part of the premises.





15.  Lessee
shall not in any manner deface or damage the building.





16.  Lessee
shall not waste electricity, water, or air conditioning, and shall cooperate
fully with Lessor to assure the most effective operation of the building’s
heating and air conditioning systems.





17.  Window
coverings other than building standard will not be permitted.





18.  Lessee
shall not use the name of the building for any purpose other than that of the
business address of Lessee, and shall not use any picture or likeness of the
building in any circulars, notices, advertisements or correspondence, without
the Lessor’s prior written approval.





19.  The
Lessor shall have the right to evacuate and/or close the building, in whole or
in part, in the event of fire, flood, storm conditions, riot or insurrection or
other major cause by giving appropriate notice to Lessee of the evacuation or
closing either in writing or verbally if, in Lessor’s judgment, the conditions
and/or situation so warrant.





20.  Lessor
reserves the right to make such further reasonable Rules and Regulations as in
its judgment may from time to time be necessary for the safety, care, and
cleanliness of the premises and for the preservation of good order therein. Any
additional Rules and Regulations promulgated by Lessor shall be binding upon the
parties hereto with the same force and effect as if they had been inserted
herein at the time of execution hereof.





21.  The
common exterior front doors of the building will typically be locked prior to
7:00 a.m. and after 6:00 p.m. Monday through Friday, and will be locked all day
Saturday and Sunday. Access will be limited to the occupants of the building who
are issued individual access codes by the Lessor.





22.  Nothing
shall be visible from the exterior of the building or the Lessee entrance that
is considered objectionable to other building occupants, the Lessor, or tenants
in other nearby buildings.





23.  If Lessor
incurs any costs in enforcing these Rules and Regulations against Lessee’s
invitees, licensees, employees, and agents as a result of Lessee’s violations
thereof, the Lessee will be responsible for the costs incurred which will be
billed to Lessee to include a handling charge to be paid with the next rent
payment.





29


24.  Lessee
must correct any situation which is in violation of these Rules and Regulations
within twenty four (24) hours of notice by Lessor. Any recurring violations of
the same rules or regulations must be corrected within two (2) hours. If such
violation is not corrected, Lessor will correct the violation and any costs
incurred by Lessor will be billed to Lessee to include a handling charge to be
paid with the next rent payment.





25.  All
delivery trucks must park in designated delivery areas. Delivery trucks must
back into the designated parking space so that their unloading does not block
cars driving though the parking lot. All merchandise must be brought inside
building and cannot be stacked outside of the building at any time. Lessee is
responsible to enforce these rules on all of its delivery people.





26  No
parties may perform, solicit or engage in on-site services outside of the Leased
Premises (i.e. carwash) without the express written consent of the Landlord in
its sole discretion.





Lessee ** shall be
responsible for the observance of all of the foregoing Rules and Regulations by
Lessee employees, agents, clients, customers, invitees, and guests. Lessor shall
not be responsible for any violation of the foregoing Rules and Regulations by
other Lessees of the building and shall have no obligation to enforce the same
against other Lessees.




30


**Exhibit
“F”**


**Statement
of Occupancy**





Under the
terms of this Lease Agreement between Beemer & Associates XXXIII, LLC and
________ (the parties) at Building “______”of The Offices of Gate Parkway, the
Commencement Date of the Lease is effective as of the date of occupancy.
Accordingly, the parties are in agreement to the following
information:




Lessee:
_______________________________________




Suite(s)
Occupied: _______________________________




Date
Occupied: _________________________________




Lessee
acknowledges that Lessee has accepted the Leased Premises and has taken
possession of the Leased Premises, and therefore the Commencement Date and the
associated Termination Date are as set forth below.




Commencement
Date: ______________________________




Termination
Date: _________________________________









***AGREED:***







__________________________________ ______________________________


Signature
of Lessee Signature
of Lessor








________________________________________________________________


Date
Signed Date
Signed





31


**EXHIBIT
“G”**






THIS
INSTRUMENT PREPARED BY AND




AFTER
RECORDING RETURN TO:





______________________________________


______________________________________


______________________________________











SUBORDINATION,
ATTORNMENT AND


NON-DISTURBANCE
AGREEMENT







THIS
SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (this “Agreement”),
dated this _____________ day of ______________________ 20____,
between____________________________________ a _____________________ corporation
(“Lessee”), and _____________________________ a ________________corporation
(“Mortgagee”), having its principal place of business at
____________________________________________________.






**RECITALS:**




A.  Lessee is
the lessee under that certain lease executed between Lessee and
________________________________ a ____________________________(“Lessor”), dated
__________________, 2004 (the lease and all amendments thereto are hereinafter
referred to as the (“Lease”), covering all or a portion of property legally
described in Schedule I attached hereto and made a part hereof (the
“Property”).





B.  Mortgagee
is making a loan (the “Loan”) to Lessor which is secured, in part, by the lien
of a mortgage or deed of trust executed and delivered by Lessor to Mortgagee
encumbering the Property (the “Mortgagee”) and an assignment of all leases of
and rents from the Property.





C.  As a
condition to making the Loan, Mortgagee requires that Lessee enter into this
Agreement.





NOW,
THEREFORE, in consideration of the covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:




1.  Lessee
hereby represents, acknowledges and agrees as follows:





(a)
    The
      Lease has not been amended, modified or extended, except as
      follows:





(b)
    The
      Lease does not contain any options to purchase and/or lease additional
      space, rights of first refusal to purchase and/or lease additional space
      or any similar provisions regarding acquisition of ownership interests or
      additional leased space in the building, except as
  follows:





32


(c)
    The
      term of the Lease commenced on ________________________ and will terminate
      on __________________________________.





(d)
    The
      current monthly rent payment under the Lease is
      $___________________________. Rent has been paid through
      _________________. No advance rents have been prepaid except for the
      current month.





(e)
    In
      addition to monthly rent payments, the following amounts are also payable
      on ___________________________ basis for the following
      purposes:





(f)
    The
      improvements described in the Lease have been completed and accepted by
      Lessee.





(g)
    Lessee
      has not sublet any portion of the Leased Premises or assigned any of its
      rights under the Lease.





(h)
    The
      Lease is in full force and effect, Lessee has no existing claims, defenses
      or offsets under the Lease against Lessor, no uncured default exists under
      the Lease, and no event has occurred that would, except for the lapse of
      time, the giving of notice or both, constitute a
  default.





(i)
    No
      cancellation, modification, amendment, extension, or assignment of the
      Lease, and no subletting or prepayment of more than one month’s rent shall
      be made without Mortgagee’s prior written
consent.





(j)
    All
      rent payments shall be paid as provided under the Lease until Lessee has
      been otherwise notified by Mortgagee or it successors and assigns. All
      prepayments of more than one month’s rent and any and all termination fees
      paid by Lessee, or at Lessee’s direction, shall be payable jointly to
      Mortgagee and Lessor.





(k)
    The
      guaranty of the Lease, if any, is in full force and
  effect.





(1)
    Lessee
      will deliver to Mortgagee a copy of all material notices Lessee delivers
      to or receives from Lessor, including but not limited to any and all
      notices regarding lease payments, lease amendments, or any other items
      affecting the terms of the lease, but excluding administrative notices
      sent by Lessor or Lessee relating to immaterial items like lawn
      maintenance or advice on upcoming sidewalk
sales.





2.  The Lease
and all terms thereof, including, without limitation, any options to purchase,
rights of first refusal, and any similar rights, are and shall be subject and
subordinate to the Mortgage, and to all amendments, modifications, replacements
and extensions thereof, to the full extent of the principal, interest, fees,
expenses and all other amounts secured thereby.





3.  In the
event Mortgagee elects to foreclose the Mortgage, Mortgagee will not join Lessee
in summary or foreclosure proceedings unless required by applicable law (and
then only to the extent so required) as long as Lessee has not amended the Lease
without Mortgagee’s prior written consent and is not in default under the
Lease.





33


4.  In the
event that Mortgagee shall succeed to the interest of Lessor under the Lease and
there exists no default by Lessee under the Lease and Lessee has not amended the
Lease without Mortgagee’s prior written consent, Mortgagee agrees not to disturb
or otherwise interfere with Lessee’s possession of the Leased Premises for the
unexpired term of the Lease, provided that Mortgagee shall not be:





(a)
    liable
      for any act or omission of Lessor or any prior landlord under the
      Lease;


(b)
    subject
      to any offsets or defenses which Lessee might have against Lessor or any
      prior landlord;


(c)
    bound
      by any rent or additional rent which Lessee might have paid for more than
      the current month to Lessor or any prior
landlord;


(d)
    bound
      by any amendment or modification of the Lease made without Mortgagee’s
      prior written consent; or


(e)
    liable
      for any security deposit Lessee might have paid to Lessor or any prior
      landlord, except to the extent Mortgagee has actually received said
      security deposit.





5.  Upon
Mortgagee’s succeeding to Lessor’s interest under the Lease, Lessee covenants
and agrees to attorn to Mortgagee or a purchaser at a foreclosure or trustee’s
sale, to recognize such successor landlord as Lessee’s landlord under the Lease,
and to be bound by and perform all of the obligations and conditions imposed
upon Lessee by the Lease. If requested by Mortgagee or any subsequent owner,
Lessee shall execute a new lease with Mortgagee, for a term equal to the
remaining term of the Lease and otherwise containing the same provisions and
covenants of the Lease.





6.  Prior to
terminating the Lease due to a default by Lessor thereunder, Lessee agrees to
notify Mortgagee of such default and give Mortgagee the opportunity to cure such
default within thirty (30) days of Mortgagee’s receipt of such notice (or, if
such default cannot reasonably be cured within such thirty (30) day period,
Mortgagee shall have such longer time as may be necessary to cure the default; provided that
Mortgagee commences the cure within such period and diligently pursues the cure
thereafter).





7.  This
Agreement shall be binding upon and inure to the benefit of the respective
heirs, personal representatives, successors and assigns of the parties
hereto.





8.  This
Agreement can be modified only in writing duly executed by both
parties.





34


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





TENANT:





___________________________________________








By:
_________________________________________


Its:
_________________________________________








MORTGAGEE:





___________________________________________








By:
_________________________________________


Its:
_________________________________________








35









**EXHIBIT
“H”**







Sign
Rendering










36