<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 10.4

                              1200 CORPORATE PLACE
                         INDEX TO STANDARD OFFICE LEASE

<TABLE>
<S>      <C>                            <C>                                                <C>
1.       Basic Lease Rider              Standard Office Lease                                         Page 1, 2, 3
2.       Article 1.                     Premises                                                            Page 4
3.       Article 2.                     Term of Lease and Commencement                                      Page 4
4.       Article 3.                     Base Rent, Rent Escalation and Security Deposit                     Page 4
5.       Article 4.                     Construction of Premises                                            Page 4
6.       Article 5.                     Permitted Use.                                                      Page 5
7.       Article 6.                     Tenant's Taxes                                                   Page 5, 6
8.       Article 7.                     Operating Costs                                               Page 6, 7, 8
9.       Article 8.                     Tenant's Proportionate Share; Additions to and
                                        Exclusions from the Development                                     Page 8
10.      Article 9.                     Repairs and Maintenance                                      Page 8, 9, 10
11.      Article 10.                    Alterations                                                        Page 10
12.      Article 11.                    Signs                                                              Page 10
13.      Article 12.                    Inspections                                                        Page 10
14.      Article 13.                    Utilities                                                          Page 11
15.      Article 14.                    Assignment and Subletting                                          Page 11
16.      Article 15.                    Insurance; Fire and Casualty Damage                                Page 12
17.      Article 16.                    Liability                                                      Page 13, 14
18.      Article 17.                    Eminent Domain                                                     Page 14
19.      Article 18.                    Holding Over                                                       Page 14
20.      Article 19.                    Quiet Enjoyment                                                    Page 14
21.      Article 20.                    Events of Default; Remedies                            Page 14, 15, 16, 17
22.      Article 21.                    Rights Reserved to Landlord                                        Page 17
23.      Article 22.                    Corporate Authority                                                Page 18
24.      Article 23.                    Relocation of Premises                                             Page 18
25.      Article 24.                    Landlord's Lien                                                    Page 18
26.      Article 25.                    Subordination                                                      Page 18
27.      Article 26.                    Mechanics and Other Liens                                      Page 18, 19
28.      Article 27.                    Notices                                                            Page 19
29.      Article 28.                    Common Areas                                                       Page 19
30.      Article 29.                    Estoppel Certificate                                               Page 19
31.      Article 30.                    Miscellaneous                                                  Page 20, 21
32.      Article 31.                    Riders; Exhibits                                                   Page 21
33.      Article 32.                    Vacation                                                           Page 21
34.      Article 33.                    Building Services Equipment                                        Page 21
35.      Article 34.                    Rules and Regulations                                              Page 22
36.      Article 35.                    Waiver of Jury Trial                                               Page 22
37.      Article 36.                    Americans with Disabilities Act                                    Page 22
38.      Article 37.                    Insurance Requirement                                              Page 22
39.      Article 38.                    Assigning, Mortgage & Subletting                                   Page 22
40.      Article 39.                    Brokers Disclosure                                                 Page 22
41.      Article 40.                    Events of Default                                              Page 22, 23
42.      Article 41.                    Letter of Credit                                                   Page 23
43.      Article 42.                    Lease Execution Contingency                                        Page 23
44.      Article 43.                    Option to Extend Lease                                             Page 23
45.      Article 44.                    Drive Through                                                      Page 23
46.      Article 45.                    Early Access                                                       Page 23
47.      Article 46.                    Building, Monument and Directional Signage                         Page 23
48.      Article 47.                    Guaranty of Lease                                                  Page 24
49.      Article 48.                    Rentable Square Feet                                               Page 24
50.      Article 49.                    Miscellaneous                                                      Page 24
51.      Article 50.                    Landscaping                                                        Page 24
52.      Article 51.                    ATM & Security of ATM Machines                                     Page 24
53.      Article 52                     Lease Contingency                                                  Page 24
54.      Article 53.                    Roof Access                                                Page 24, 25, 26
55.      Exhibit A                      Legal Description                                                  Page 27
56.      Exhibit B                      Site Plan                                                          Page 28
57.      Exhibit C                      Space Plan                                                         Page 29
58.      Exhibit D                      Tenant Work Letter                                 Page 30, 31, 32, 33, 34
59.      Exhibit E                      Tenant Estoppel Statement                                          Page 35
60.      Exhibit F                      Rules and Regulations                                      Page 36, 37, 38
61.      Exhibit G                      Tenant's Sign Specifications                                       Page 39
62.      Exhibit H                      Rules & Regulations for Construction Personnel                 Page 40, 41
</TABLE>

                              1200 CORPORATE PLACE

                                PANAMERICAN BANK
                                     LESSEE

                                       0
<PAGE>

                          BASIC LEASE INFORMATION RIDER

                              1200 CORPORATE PLACE

                              STANDARD OFFICE LEASE

1.                         Date of Lease: 4-12-02 (for identification purposes
                           only).

2.                         Landlord: 1200 Corporate Place, L.L.C., a Delaware
                           limited liability company

                           Tenant: PANAMERICAN BANK, a Florida Corporation.

                           Premises: Suite 111 and the drive through building,
                           as shown on Exhibit "A", of 1200 Corporate Place,
                           1200 N. Federal Highway, Boca Raton, Florida 33432
                           (1200 Corporate Place) together with the parking
                           facilities, landscaped areas and other common areas
                           servicing same are collectively referred to as the
                           "Building").

3.                         Rentable Area of Premises: 5,388 rentable square
                           feet.

4.                         Rent Commencement Date: as defined in Article 2.02 of
                           the Lease.

5.                         Expiration Date: The last day of the 120th month
                           following the Rent Commencement Date.

6.                         Lease Term: 120 full months. If the Rent Commencement
                           Date is other than the first day of the month, the
                           Lease Term shall also include the period commencing
                           on the Rent Commencement Date and ending on the last
                           day of any such first partial month.

7.                         Base Rent: The Base Rent as per article 3.01 of the
                           Lease will be as follows:

<TABLE>
<CAPTION>
 Month of                   Monthly               Annual
Lease Term                 Base Rent             Base Rent
<S>                       <C>                   <C>
1-2                       $     0.00            $      0.00
3-12                      $ 5,253.30            $ 63,039.60
13-24                     $ 5,702.30            $ 68,427.60
25-36                     $ 6,151.30            $ 73,815.60
37-48                     $ 8,755.50            $105,066.00
49-60                     $ 9,105.72            $109,268.64
61-72                     $ 9,469.41            $113,632.92
73-84                     $ 9,846.57            $118,158.84
85-96                     $10,241.69            $122,900.28
97-108                    $10,650.28            $127,803.36
109-120                   $11,076.83            $132,921.96
</TABLE>

8.                         Tenant's Proportionate Share: 4.18% per article 8:01
                           of the Lease.

9.                         Security Deposit: $24,659.08.
                           Additional Security Deposit: $6,000.00 as security
                           for Tenant's obligation to remove the vault at the
                           expiration of the lease term in accordance with
                           section 3.02(b) of the Lease. Tenant may, in lieu of
                           a security deposit and/or the Additional Security
                           Deposit provide Landlord with an irrevocable letter
                           of credit drawn on a national bank doing business in
                           Florida, said bank to be reasonably approved in
                           advance by Landlord. The Letter of Credit must
                           specify that it will be in full force and effect
                           until thirty (30) days after the expiration of the
                           Lease Term. The Letter of credit shall serve as
                           security for the full, timely and faithful
                           performance of Tenant's covenants and obligations
                           under this Lease.

10.                        Use of Premises: General office use and a Bank
                           Branch.

11.                        Number of Covered Parking Spaces: 2.
                           Initial monthly rate per Covered Parking Space:
                           $50.00 per space per month during the initial Lease
                           Term.

                           Number of Uncovered Parking Spaces: 19 of which 4
                           shall be as close to the front entrance as possible
                           marked "30 minute bank parking".
                           Initial monthly rate per Uncovered Parking Space:
                           $-0- per space per month.

12.                        Tenant's Address for Notices Prior to Commencement
                           Date:

                           Southern Security Bank
                           3475 Sheridan Street

                                       1

<PAGE>

                          Hollywood, FL 33021
                          954-985-3900
                          Attention:__________________________

                          With copies to:

                          ____________________________________
                          ____________________________________
                          ____________________________________
                          Attention:__________________________

                          Tenant's Address for Notices After Commencement Date:
                          1200 North Federal Highway
                          Suite 111
                          Boca Raton, FL 33432
                          Attention:__________________________

                          With copies to:

                          ____________________________________
                          ____________________________________
                          ____________________________________
                          Attention:__________________________

                          Landlord's Address for Notices:

                          1200 Corporate Place LLC
                          c/o Principal Capital Management LLC
                          801 Grand Avenue
                          Des Moines, Iowa 50392-0490
                          Attention: Legal Department

                          With copies to:

                          Trammell Crow Company
                          1801 North Military Trail, Suite 150
                          Boca Raton, FL 33431

13.                        Tenant's Real Estate Broker: Shoreline Realty, Inc.
                           Landlord's Real Estate Broker: Trammell Crow Company.

14.                        Guarantor(s): N/A_________________________.

15.                        Certain of the information relating to the Lease,
                           including many of the principal economic terms, are
                           set forth in the foregoing Basic Lease Information
                           Rider (the "BLI Rider"). The BLI Rider and the Lease
                           are, by this reference, hereby incorporated into one
                           another. In the event of any direct conflict between
                           the terms 'of the BLI Rider and the terms of the
                           Lease, the BLI Rider shall control. Where the Lease
                           simply supplements the BLI Rider and does not
                           conflict directly therewith, the Lease shall control.

                  IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI
         Rider as of the day and year set forth opposite their respective
         signatures herein below.

WITNESSES                          TENANT:
                                   PANAMERICAN BANK, a Florida Corporation
/s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
------------------------               -----------------------------------------
________________________           Print Name: PHILIP C. MODDER
                                   Title:      REGIONAL PRESIDENT

                                   Date:       4/12/02

WITNESSES:                         LANDLORD:

                                   1200 CORPORATE PLACE, L.L.C., a Delaware
                                   limited liability company

                                   By: PRINCIPAL OFFICE INVESTORS, LLC
                                       a Delaware limited liability company, its
                                       authorized member

                                       BY: PRINCIPAL CAPITAL REAL ESTATE
                                           INVESTORS, LLC,

                                       2

<PAGE>

                                        A Delaware limited liability company,
                                        its authorized signatory

/s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
-------------------------              -----------------------------------------
    [ILLEGIBLE]                    Its:    [ILLEGIBLE]

                                   Date: 4/12/02

/s/ SUSANHAYES                     By: /s/ [ILLEGIBLE]
-------------------------              -----------------------------------------
  SUSANHAYES                       Its:    [ILLEGIBLE]

                                   Date: 7/12/02

                                       3

<PAGE>

                             OFFICE LEASE AGREEMENT

         THIS LEASE AGREEMENT, made and entered into by and between 1200
CORPORATE PLACE ("Landlord"), and PANAMERICAN BANK, a Florida Corporation.
("Tenant"):

                                   WITNESSETH:

ARTICLE 1: PREMISES:

         1.01 PREMISES. In consideration of the obligation of Tenant to pay rent
and of the other terms, provisions and covenants hereof, Landlord leases to
Tenant and Tenant leases from Landlord those premises (the "Premises") described
in the Basic Lease Information Rider (the "BLI Rider") attached to the front of
this Lease and incorporated into this Lease by this reference. The real property
on which the Building is located is legally described in Exhibit A. The Premises
are outlined on the plan attached as Exhibit B. The Building is part of a
development (the "Development") commonly known as 1200 Corporate Place.

ARTICLE 2: TERM OF LEASE AND COMMENCEMENT

         2.01 TERM OF LEASE. The term of this Lease (the "Term") is for the
period of time set forth in the BLI Rider, commencing on the Lease commencement
date set forth in the BLI Rider ("Commencement Date") and ending on the Lease
expiration date as set forth in the BLI Rider ("Expiration Date").

         2.02 RENT COMMENCEMENT DATE. The "Rent Commencement Date" shall be the
earlier to occur of (a) "Completion Date" (as defined in Section 4.02(a))
notwithstanding that any Tenant finish work, special fixtures or decorative
treatment has not been performed by Tenant, or (b) the date that Tenant first
uses the Premises or any portion thereof for any purpose permitted under this
Lease, or one hundred and twenty (120) days after Tenant obtains a building
permit for the Premises (Tenant shall have thirty (30) days from the execution
of this Lease to obtain a building permit for the Premises).

ARTICLE 3: BASE RENT, RENT ESCALATION AND SECURITY DEPOSIT

         3.01 BASE RENT. During the Lease Term, Tenant will pay as the base rent
for the Premises ("Base Rent") the amounts set forth in the BLI Rider, with same
being payable without demand, setoff or deduction, in advance, on or before the
first day of each month, in equal monthly installments of the amounts set forth
in the BLI Rider plus applicable sales and other such taxes as are now or later
enacted. The first full month's rent is due at the time Tenant executes this
Lease. In the event any monthly Base Rent and/or Additional Rent payment is not
paid within seven (7) days after it is due, Tenant agrees to pay a late charge
of five (5%) percent of the amount of the payment due. Tenant further agrees
that the late charge imposed is fair and reasonable, complies with all laws,
regulations and statues, and constitutes an agreement between Landlord and
Tenant as to the estimated compensation for costs and further agrees that the
late charge assessed pursuant to this Lease is not interest, and the late charge
assessed does not constitute a lender or borrower/creditor relationship between
Landlord and Tenant, and may be treated by Landlord as Additional Rent owed by
Tenant.

         3.02(a) SECURITY DEPOSIT. Tenant agrees to deposit with Landlord on the
date hereof a security deposit in the amount set forth in the BLI Rider, which
sum shall be held by Landlord, without obligation for interest, as security for
the full, timely and faithful performance of Tenant's covenants and obligations
under this Lease, it being expressly agreed that such deposit is not an advance
rental deposit or a measure of Landlord's damages. Upon the occurrence of any
event of default by Tenant, Landlord may, from time to time, without prejudice
to any other remedy, use such funds to the extent necessary to make good any
arrears of rent or other payments due Landlord hereunder, and any other damage,
injury, expense or liability caused by Tenant's default; and Tenant shall pay to
Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. Although the security deposit shall be deemed
the property of Landlord, any remaining balance of such deposit shall be
returned by Landlord at such time after termination of this Lease when Landlord
shall have determined that all Tenant's obligations under this Lease have been
fulfilled. Subject to the other terms and conditions contained in this Lease, if
the Premises are conveyed by Landlord, said deposit may be turned over to
Landlord's grantee, and if so, Tenant hereby releases Landlord from any and all
liability with respect to said deposit and its application or return.

         3.02(b) ADDITIONAL SECURITY DEPOSIT. Tenant agrees to deposit with
Landlord on the date hereof an additional security deposit in the amount in the
amount of $6,000.00 which sum shall be held by Landlord, without obligation for
interest, as security for the full, timely and faithful performance of Tenant's
obligation under Article 10.01 of the Lease to remove the vault at the date of
termination of this Lease or upon earlier vacating of the Premises.

                                       4

<PAGE>

ARTICLE 4: CONSTRUCTION OF PREMISES

         4.01 The space plan of the Premises is attached as Exhibit C. The
Premises are to be constructed by Tenant substantially in accordance with the
plans and specifications prepared for Tenant and agreed to by Landlord, all as
provided in Exhibit D.

         4.02 COMPLETION. (a) The "Completion Date" shall be the date upon which
the Premises shall have been substantially completed in accordance with the
plans and specifications agreed upon by Landlord and Tenant. (b) Taking of
possession by Tenant shall be deemed to establish conclusively that the Premises
have been completed in accordance with the plans and specifications and that the
Premises are in good and satisfactory condition as of when possession was so
taken (except for punch list items, which items shall be specified by Landlord
to Tenant in writing. Tenant acknowledges that no representations as to the
repair of the Premises have been made by Landlord, unless such are expressly set
forth in this Lease.

         (c) Upon the Completion Date, Tenant shall execute and deliver to
Landlord and Landlord's mortgagee or prospective mortgagee a letter of
acceptance of delivery of the Premises on Landlord's standard form therefore
which is attached as Exhibit E (the "Certificate"), acknowledging the Completion
Date, the Rent Commencement Date, and the termination date of the Term. In the
event of any dispute as to when and whether the work performed or required to be
performed by Landlord has been substantially completed, the certificate of an
A.I.A. registered architect or a temporary or final certificate of occupancy
issued by the local governmental authority shall be conclusive evidence of such
completion, effective on the date of the delivery of a copy of any such
certificate to Tenant. To induce Landlord to enter into this Lease and to
complete the Premises in accordance with the plans and specifications, Tenant
hereby irrevocably appoints Landlord as attorney-in-fact for the Tenant with
full power and authority to execute and deliver in the name of the Tenant the
Certificate if Tenant fails to deliver the same; provided either (i) an A.I.A.
registered architect certifies that the Premises have been substantially
completed in accordance with the plans and specifications as modified by
Landlord and Tenant in writing or (ii) a temporary or permanent certificate of
occupancy of the local governmental authority is issued for the Premises.

ARTICLE 5: PERMITTED USE.

         5.01 PERMITTED USE. Tenant shall use and occupy the Premises for
general office purposes and banking use, including such services and functions
commonly associated with banking institutions now or in the future and for no
other use or purpose. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the rights
of other tenants or occupants of the Building or injure or annoy them, nor use
or allow the Premises to be used for any improper, immoral, unlawful, or
objectionable purposes or for any business, use or purpose deemed to be
disreputable or inconsistent with the operation of a first class office
building, nor shall Tenant cause or maintain or permit any nuisance in, on, or
about the Premises. Tenant shall not commit or suffer the commission of any
waste in, on, or about the Premises.

         5.02 COMPLIANCE WITH GOVERNMENTAL LAWS AND LANDLORD'S REGULATIONS.
Tenant shall obtain any and all licenses and permits necessary for any permitted
use, comply with all governmental laws, ordinances and regulations applicable to
the Premises, and shall promptly comply with all governmental orders and
directives for the correction, prevention and abatement of any violations or
nuisances in or upon, or connected with, the Premises, all at Tenant's sole
expense. If, as a result of any change in the governmental laws, ordinances or
regulations, the Premises must be altered to lawfully accommodate the use and
occupancy thereof, such alterations shall be made only with the consent of
Landlord, but the entire cost thereof shall be borne by Tenant; provided that
the necessity of Landlord's consent shall in no way create any liability against
Landlord for failure of Tenant to comply with such laws, ordinances or
regulations.

         5.03 COMPLIANCE WITH FIRE PREVENTION CODE. Landlord has provided
sprinklers within the Premises as required by the building code of the local
government where the Premises are located. Tenant shall take whatever other
actions are necessary so that the Premises and Tenant's use thereof complies
with the Fire Prevention Code of the National Fire Protection Association and
any other fire prevention laws, ordinances, rules or regulations applicable to
the Premises.

ARTICLE 6: TENANT'S TAXES

         6.01 Tenant shall be responsible to pay before delinquency all
franchise taxes, assessments, levies or charges measured by or based in whole or
in part upon the rents payable hereunder or gross receipts of Tenant and all
sales taxes and other taxes imposed upon or assessed by reason of the rents and
other charges

                                       5

<PAGE>

payable hereunder. The Florida sales tax imposed on rent and on other charges
payable hereunder shall be paid by Tenant to Landlord with the payment of
Tenant's rental payments and other charges payable hereunder.

ARTICLE 7: OPERATING COSTS

         7.01 DEFINITION OF OPERATING COSTS. All items referred to in sections
7.02 through 7.05 below shall be deemed Operating Costs, which shall be paid or
incurred by Landlord or on Landlord's behalf in connection with the ownership,
leasing, management, repair, replacement, remodeling, maintenance and operation
of the Building and the Development. These Operating Costs are as follows:

         7.02 TAXES: Landlord shall pay all taxes applicable to the Property
which are payable during the Lease Term. As used herein, the term "TAXES" shall
mean real estate taxes, assessments (whether general or special), sewer rents,
rates and charges, transit and transit district taxes, taxes based upon the
receipt of Rent or other payments hereunder, and any other federal, state or
local governmental charge, general, special, ordinary or extraordinary (but not
including income or franchise taxes or any other taxes imposed upon or measured
by Landlord's income or profits, except as provided herein), which may now or
hereafter be levied, assessed or imposed against the Property or Premises
("Taxes"). Additionally, Landlord shall have no obligation to protest Taxes, but
if Landlord does protest Taxes, the cost of such protest shall also be deemed
Taxes. If at any time during the term of this lease, the present method of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental charges levied, assessed or imposed on real estate
and the improvements thereon, there shall be levied, assessed or imposed on
Landlord a capital levy or other tax directly on the rents received there from
and/ or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents for the present or any future building or
buildings on the premises, then all such taxes, assessments, levies or charges,
or the part thereof so measured or based, shall be deemed to be included within
the term "taxes" for the purposes hereof.

         7.03 INSURANCE: Landlord shall provide insurance for the Property as
set forth in Article 15.01(a). Should Landlord choose to self-insure, the cost
of maintaining such self insurance shall be considered a part of Insurance, and
shall be commercially reasonable. In no event will the cost exceed the cost of
maintaining first dollar coverage.

         7.04 OTHER OPERATING COSTS: Landlord shall provide for the following as
they relate to the Property and the Premises: (1) trash removal; (2)
landscaping; (3) property management; (4) all other labor costs, supply costs
and other costs or services of any kind or nature deemed necessary or prudent by
Landlord; and (5) the maintenance, repair and/or replacement of the Property and
improvements as follows: (a) the roof; (b) all interior and exterior components
of the Property and improvements both structural or otherwise; (c) parking lot,
(d) sidewalks, alleys and any and all access drives, including the removal of
snow and ice therefrom; (e) heating and air conditioning equipment, lines and
fixtures; (f) plumbing equipment, lines and fixtures, including but not limited
to fire sprinkler and fire control systems (if any); (g) electrical equipment,
lines and fixtures; (h) all other utility equipment, lines and fixtures; (i) all
ingress-egress doors to the Property; (j) exterior plate glass; (k) elevator
equipment, lines and fixtures (if any); and (1) any and all other maintenance,
repairs and/or replacements to the Property and improvements deemed necessary or
prudent by Landlord during the Lease Term.

         7.05 UTILITIES: Landlord shall pay all utility bills incurred including
but not limited to water, gas, electricity, fuel, light, heat and power bills,
for the Building. In the event Tenant requests and Landlord provides any of the
foregoing services or any other services to Tenant at times outside normal
working hours (any time other than 8:00 a.m. to 6:00 p.m. Monday through; Friday
and 8:00 a.m. to 1:00 p.m. Saturday, specifically excluding Sundays and
Holidays), then Landlord shall have the right to bill Tenant and Tenant agrees
to pay for such additional services. For purposes of this provision, "Holidays"
shall include New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving
and Christmas. Tenant shall, at Tenant's sole cost and expense, make application
for and separately meter Tenant's utility usage within the Premises (except
water and sewer) as set forth in Article 13.01. Following installation of said
meter, Tenant shall pay for such utility usage in a timely manner to either
Landlord or directly to the utility as determined by the Landlord. Landlord
shall not be liable for any failure to furnish, or for any loss, injury or
damage caused by or resulting from any variation, interruption or failure of
utility services.

         7.06 Notwithstanding anything contained herein to the contrary,
depreciation of any capital improvements which are intended to reduce Operating
Costs, or are required under any governmental laws, regulations or ordinances
which were not applicable to the Building of the Development at the time it was
constructed, or are recommended by the N.F.P.A. Life Safety Code, shall be
included in Operating Costs. The useful life of any such improvement shall be
reasonably determined by Landlord. In addition, interest on the undepreciated
cost of any such improvement (at the prevailing construction loan rate available
to

                                       6

<PAGE>

Landlord on the date the cost of such improvement was incurred) shall also be
included in Operating Costs. If Landlord selects the accrual method of
accounting rather than the Cash accounting method for Operating Costs purposes,
Operating Costs shall be deemed to have been paid when such expenses have
accrued. Landlord shall have the right at any time and from time to time to
elect, which election shall be subject to revocation, to exclude that portion of
Operating Costs attributable to any separately assessed part of the Development
and any separate building within the Development. During any period that
Operating Costs attributable to any separately assessed part of the Development
and or separate building are so excluded from Operating Costs, then for the
purposes of calculating Tenant's proportionate share of Operating Costs as
provided in Article 8, the denominator shall not include the rentable area of
such separately assessed part of the Development and/or such separate building.
In the event Landlord elects to self insure, insure with a deductible in excess
of $1,000 or obtain insurance coverage in which the premium fluctuates in
proportion to losses incurred, then Landlord shall estimate the amount of
premium that Landlord would have been required to pay to obtain insurance
coverage (or insurance coverage without such provision) with a recognized
carrier and such estimated amount shall be deemed to be an Operating Cost.
Landlord may, in a reasonable manner, allocate insurance premiums for so-called
"blanket" insurance policies, which insure other properties as well as the
Development, and said allocated amount shall be deemed to be an Operating Cost.

         7.07 ADDITIONAL RENT.

         (a) As soon as practicable each year during the Lease Term, Landlord
shall furnish to Tenant an estimate of Tenant's Share of Operating Costs for the
timeframe in question. Tenant shall pay to Landlord the estimate for Tenant's
Share in equal monthly installments at the same time and place as Rent is to be
paid. Landlord will furnish a statement of the actual Tenant's Share no later
than April 1 of each year during the Lease Term, including the year following
the year in which the Lease expires or is otherwise terminated. In the event
that Landlord is, for any reason, unable to furnish the statement of the actual
Tenant's Share within the time specified above, Landlord will furnish such
statement as soon thereafter as practicable with the same force and effect as
the statement would have had if delivered within the time specified above.
Tenant will pay to Landlord any deficiency as shown by such statement within
thirty (30) days of receipt of such statement. Provided Tenant is not in default
of this Lease, Landlord will refund or credit to Tenant any excess as shown by
such statement within thirty (30) days of the date of the statement. Landlord
will keep books and records showing the Operating Costs in accordance with
generally accepted accounting principles.

         (b) In the event Landlord furnishes any utility or service which is
included in Operating Costs to less than ninety-five percent (95%) of the
rentable area of the Property because (i) the average occupancy of the Property
for the year in question was not equal to or greater than ninety-five percent
(95%), (ii) such utility or service is not required by or provided to one or
more of the tenants of the Property, or (iii) any tenant occupant is itself
obtaining or providing any such utility or services, then Operating Costs for
such year shall be adjusted to include all additional costs, expenses and
disbursements that Landlord reasonably determines would have been incurred if
Landlord had provided such utilities and services to all tenants of the
Property, and shall be allocated among the tenants by the Landlord to reflect
those costs which would have occurred had the Property been ninety-five percent
(95%) occupied during the year in question and such utilities and services
provided to all tenants. The intent of this section is to ensure that the
reimbursement of Operating Costs is fairly and equitably allocated among the
tenants receiving the utilities and services in question.

         (c) To the extent the Property is part of a larger project or
development, Landlord shall have the right (but not the obligation) to allocate
to the Property an appropriate portion of those Operating Costs, which are
incurred with respect to the project as a whole. By way of example, landscaping
costs for a multi-building project shall be allocated on an appropriate basis
between all buildings in the project.

         (d) Any and all payments (other than Rent) required to be made by
Tenant pursuant to this Lease shall be deemed additional Rent ("Additional
Rent"). Landlord shall have the same rights and remedies for said payments as
for Rent.

         7.08 TENANT'S AUDIT. Tenant or its representatives, at Tenant's cost,
shall have the right after seven (7) days prior written notice to Landlord to
examine Landlord's books and records of Operating Costs during normal business
hours within twenty (20) days following the furnishing of the statement to
Tenant. Unless Tenant takes written exception to any item within thirty (30)
days following the furnishing of the statement to Tenant (which Item shall be
paid in any event), such statement shall be considered as final and accepted by
Tenant. The taking of exception to any item shall not excuse Tenant from the
obligation to make timely payment based upon the statement as delivered by
Landlord.

         7.09 TENANT'S JANITORIAL SERVICES. Tenant shall, at its sole cost and
expense provide janitorial services to the Premises by a licensed and bonded
janitorial service, approved by Landlord, which approval

                                       7

<PAGE>

shall not be unreasonably withheld. Landlord shall not provide janitorial
services to the Premises and Tenant shall not be billed for such service.
However, Tenant shall be responsible for its pro-rata share of janitorial
expense for janitorial services provided to the common areas of the Building.

ARTICLE 8: TENANT'S PROPORTIONATE SHARE; ADDITIONS TO AND EXCLUSIONS
           FROM THE DEVELOPMENT

         8.01 TENANT'S PROPORTIONATE SHARE. (a) Tenant's "proportionate share"
as used in this Lease with respect to the Building shall be as set forth in
paragraph 10 of the Basic Lease Information Rider. Landlord and Tenant
acknowledge and accept Tenant's proportionate share as stated therein and
neither Landlord nor Tenant shall have the right to demand recalculation of
Tenant's proportionate share. As of the date hereof, Tenant's proportionate
share is as indicated in the BLI Rider.

ARTICLE 9: REPAIRS AND MAINTENANCE

         9.01 TENANT'S OBLIGATIONS.

         (a) Tenant shall at its own cost and expense keep and maintain all
parts of the Premises in good condition, promptly making all necessary repairs
and replacements, whether ordinary or extraordinary, with materials and
workmanship of the same character, kind and quality as the original, including
but not limited to, interior windows, interior glass and plate glass, doors,
skylights, any special office entries, interior walls and finish work, floors
and floor coverings, and water heaters within the Premises. Tenant as part of
its obligation hereunder shall keep the whole of the Premises in a clean and
sanitary condition. Tenant will as far as possible, keep all such parts of the
Premises from deterioration due to ordinary wear and from falling temporarily
out of repair, and upon termination of this Lease in any way, Tenant will yield
up the Premises to Landlord in good condition and repair, loss by fire or other
casualty covered by insurance to be secured pursuant to Article 15 excepted (but
not excepting any damage to glass or loss not reimbursed by insurance because of
the existence of a deductible under the appropriate policy). Tenant shall not
damage any demising wall or disturb the integrity and supports provided by any
demising wall and shall, at its sole cost and expense, properly repair any
damage or injury to any demising wall caused by Tenant or its employees, agents
or invitees. Tenant, at its own cost and expense, as additional rent, shall pay
for the repair of any damage to the Premises, the Building, or the Development
resulting from and/or caused in whole or in part by the negligence or misconduct
of Tenant, its agents, servants, employees, patrons, customers, or any other
person entering upon the Development as a result of Tenant's business activities
or caused by Tenant's default hereunder.

         (b) Tenant at its own cost and expense, shall enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord which approval shall not be unreasonably withheld, for
servicing all heating and air conditioning systems and equipment servicing the
Premises and an executed copy of such contract shall be delivered to Landlord.
This service contract must include all services suggested by the equipment
manufacturer within the operations/maintenance manual and must become effective
within thirty (30) days of the date Tenant takes possession of the Premises.
Landlord may (but shall not be required to), upon notice to Tenant, elect to
enter into such a maintenance service contract on behalf of Tenant or perform
the work itself and, in either case, charge Tenant therefore, together with a
reasonable charge for overhead. In the event Landlord makes a request to Tenant
in writing to provide Landlord with proof of having entered into the
maintenance/service contract referenced above, and Tenant fails to provide such
proof within fifteen (15) days of such request, Tenant shall pay Landlord an
administrative fee equal to five percent (5%) of Tenant's monthly Base Rent and
Additional Rent, which will be charged to Tenant's next month's rent. Tenant
further agrees that the administrative charge imposed is fair and reasonable,
complies with all laws, regulations and statutes, and constitutes an agreement
between Landlord and Tenant as to the estimated compensation for costs and
further agrees that the late charge assessed pursuant to this Lease is not
interest, and the late charge assessed does not constitute a lender or
borrower/creditor relationship between Landlord and Tenant, and may be treated
by Landlord as Additional Rent owed by Tenant.

         (c) Tenant, at Tenant's sole expense, shall comply with all laws,
rules, orders, ordinances, directions, regulations and requirements of federal,
state, county, and municipal authorities now in force or which may hereafter be
in force, which shall impose any duty upon the Landlord or Tenant with respect
to the use, occupancy or alteration of the Premises. Notwithstanding anything to
the contrary contained herein, the Tenant will keep, maintain and preserve the
Premises in a first class condition. The Tenant, at its sole cost and expense,
will provide window washing for the interior of the Premises. At the Tenant's
sole cost and expense, the Landlord will make all interior repairs and
replacements including but not limited to interior walls, doors and windows,
floors, floor coverings, light bulbs, plumbing fixtures, and electrical
fixtures. Tenant will also reimburse to Landlord, at Tenant's sole cost and
expense, costs

                                       8

<PAGE>

to repair or replace any broken windows and/or damage to the Property or
Premises caused by the negligence or willful misconduct of the Tenant or its
employees, agents, guests or invitees during the Lease Term. Tenant shall comply
with all laws, ordinances, rules or regulations of any governmental authority
required of either the Landlord or the Tenant relative to the repair,
maintenance and replacement in the Premises.

         (d) SORTING AND SEPARATION OF REFUSE AND TRASH.

         Tenant covenants and agrees, as its sole cost and expense, to comply
with all present and future laws, orders and regulations of all state, federal,
municipal and local governments, departments, commissions and boards regarding
the collection, sorting, separation and recycling of waste products, garbage,
refuse and trash. Tenant shall sort and separate waste products, garbage, refuge
and trash into such categories as provided by law. Each separately sorted
category of waste products, garbage, refuse and trash shall be placed in
separate receptacles reasonably approved by the Landlord. Such separate
receptacles may, at Landlord's option, be removed from the Premises in
accordance with a collection schedule prescribed by law or by Landlord. Landlord
reserves the right to refuse to collect or accept from Tenant any waste
products, garbage, refuse or trash that is not separated and sorted as required
by law, and to require Tenant to arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall
pay all costs, expenses, fines, penalties or damages that may be imposed on
"Landlord or Tenant by reason of Tenant's failure to comply with the provisions
of this Section 9(D), and, at Tenant's sole cost and expense, shall indemnify,
defend and hold Landlord harmless (including legal fees and expenses) from and
against any actions, claims and suits arising from such noncompliance, utilizing
counsel reasonably satisfactory to Landlord.

         9.02 LANDLORD'S OBLIGATIONS. (a) Landlord shall maintain the public and
common areas of the Building, including lobbies, stairs, elevators, corridors
and restrooms, the exterior windows in the Building, the mechanical, plumbing
and electrical equipment serving the Building, and the structure itself, in
reasonably good order and condition except for damage occasioned by the act of
Tenant, which damage shall be repaired by Landlord at Tenant's expense. In the
event Tenant requires or needs to have one or more separate systems of either
heating, ventilating, air conditioning or other similar systems over and above
that provided by Landlord, the cost of installation, care, operation,
maintenance and repair thereof shall be borne by and paid for by Tenant.

         (b) Provided Tenant shall not be in default, and subject to the
provisions elsewhere herein contained and to the rules and regulations of the
Building, Landlord agrees to furnish to the Premises weekdays, exclusive of
legal holidays, from 8:00 a.m. to 6:00 p.m. and Saturdays, from 9:00 a.m. to
1:00 p.m., heat and air conditioning required in Landlord's judgment for the
comfortable use and occupation of the Premises and elevator service; electricity
for general office purposes; water for lavatory and drinking at those points of
supply provided for general use of tenants; and janitorial services during the
times and in the manner that such services are, in Landlord's judgment,
customarily furnished in comparable office buildings in the immediate market
area.

         (c) Landlord shall be under no obligation to provide additional or
after-hours heating or air conditioning, but if Landlord elects to provide such
services at Tenant's request, Tenant shall pay Landlord a reasonable charge for
such services as determined from time to time by Landlord. Tenant agrees to keep
closed all window coverings, if any, when necessary because of the sun's
position, and Tenant also agrees at all times to cooperate fully with Landlord
and to abide by all the regulations and requirements which Landlord may
prescribe for the proper functioning and protection of said heating,
ventilating, and air conditioning system and to comply with all laws, ordinances
and regulations respecting the conservation of energy. Wherever heat-generating
machines, excess lighting or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system, Landlord
reserves the right to install supplementary air conditioning units for the
Premises, and the cost thereof, including the cost of electricity and/or water
therefore and the cost of all repairs, maintenance and replacements thereto
shall be paid by Tenant to Landlord upon demand.

         (d) Tenant will not without the written consent of Landlord use any
apparatus or device in the Premises which will in any way increase the amount of
electricity or water which Landlord determines to be reasonable for use of the
Premises as general office space; nor connect with electrical current, except
through existing electrical outlets in the Premises, or with water pipes, any
apparatus or device. If Tenant shall require water, electric current or any
other resource in excess of that usually furnished, Tenant shall first procure
the consent of Landlord, which Landlord may refuse, and Landlord may cause a
special meter to be installed in the Premises so as to measure the amount of
water, electric current or other resource consumed. The cost of any such meter
and of installation, operation, Maintenance, and repair thereof shall be paid
for by Tenant, and Tenant agrees to pay Landlord promptly upon demand by
Landlord for all such water, electric current or other resource consumed, as
shown by said meter, at the rates charged by the local public utility furnishing
the same, plus any additional expense incurred in keeping account of the water,
electric current or other resource so consumed.

         (e) Interruptions of any service shall not be deemed an eviction or
disturbance of Tenant's use and

                                        9

<PAGE>

possession of the Premises, or render Landlord liable for damages by abatement
of rent or otherwise or relieve Tenant from performance of Tenant's obligations
under this Lease. Should any equipment or machinery furnished by Landlord cease
to function properly, Landlord shall use reasonable diligence to repair the
same. Similarly, the curtailment, rationing or restriction on use of water, gas,
electricity or any resource, service or utility shall not affect Tenant's
obligations hereunder and Landlord may cooperate in a reasonable manner with the
efforts of national, state or local governmental agencies or utilities in
reducing energy or other resource consumption.

         9.03 CHARGES. Any sums payable under Section 9.02 shall be considered
additional rent and may be added to any Installment of rent thereafter becoming
due, and Landlord shall have the same remedies for default in payment of such
sums as for a default in the payment of rent.

ARTICLE 10: ALTERATIONS

         10.01 ALTERATIONS. After the construction of the Tenant Improvements
provided for in Exhibit D, Tenant shall not make any alterations, additions or
improvements to the Premises (including, without limitation, the roof and wall
penetrations) without the prior written consent of Landlord, which consent shall
not be unreasonably withheld. Each request shall be accompanied by plans
detailing the proposed alteration, addition or improvement. In connection with
any request for an approval of alterations by Tenant, Landlord may retain the
services of an architect and/or engineer and Tenant shall reimburse Landlord for
the reasonable fees of such architect and/or engineer. If Landlord shall, in its
sole discretion, consent to any alterations, additions or improvements proposed
by Tenant, Tenant shall construct the same in accordance with all governmental
laws, ordinances, rules and regulations using a contractor acceptable to
Landlord and shall, prior to construction, provide such assurances to Landlord,
(including but not limited to, waivers of lien, surety company performance bonds
and personal guaranties of individuals of substance) as Landlord shall require
to protect Landlord against any loss from any mechanics', laborers' or
materialmen's liens or other liens. At the time of completion of each
alteration, addition or improvement, Tenant shall deliver to Landlord a set of
final "as-built" plans showing such completed alteration, addition or
improvement. All alterations, additions, improvements and partitions erected by
Tenant shall be and remain the property of the Landlord at the date of
termination of this Lease or upon earlier vacating of the Premises and title
shall pass to Landlord under this Lease as by a bill of sale, except for the
Vault, which Tenant shall remove its sole cost and expense. Tenant's removal of
the Vault shall be accomplished in a good and workmanlike manner so as not to
damage the primary structure or structural quality of the Building.

ARTICLE 11: SIGNS

         11.01 SIGNS. No sign, placard, picture, name, advertisement or notice
visible from the exterior of the Premises shall be inscribed, painted, affixed,
installed or otherwise displayed by Tenant either on its Premises or any part of
the Building without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, and Landlord shall have the right to remove any
such sign, placard, picture, name, advertisement, or notice without notice to
and at the expense of Tenant. All approved signs or lettering on doors and walls
shall be printed, painted, affixed and inscribed at the expense of the Tenant by
a person approved by Landlord. Landlord may from time to time maintain any signs
at Tenant's expense. Landlord hereby approves the installation of the signs set
forth on Exhibit "G" attached, which Tenant shall install at its sole cost and
expense in accordance with all governmental laws, rules and regulations.

ARTICLE 12: INSPECTIONS

         12.01 INSPECTIONS. Landlord and Landlord's agents and representatives
shall have the right to enter and inspect the Premises at any reasonable time
during business hours for the following purposes: (a) to ascertain the condition
of the Premises; (b) to determine whether Tenant is diligently fulfilling
Tenant's responsibilities under this Lease; (c) to supply any service to be
provided by Landlord to Tenant hereunder; (d) to make such repairs as may be
required or permitted to be made by Landlord under the terms of this Lease (and
may for that purpose, without abatement of rent, erect, use and maintain
scaffolding, pipes, conduits, and other necessary structures in, through or on
the outside of the Building and Premises where reasonably required by the
character of the work to be performed, provided entrance to the Premises shall
not be blocked thereby, and further provided that the business of Tenant shall
not be interfered with unreasonably); (e) to show the Premises to prospective
tenants, purchasers or mortgagees; and (f) to do any other act or thing which
Landlord deems reasonable to preserve the Premises and the Building. In the
event that Landlord requires access to any under-floor duct, Landlord's
liability for carpet (or other floor covering) replacement shall be limited to
replacement of the piece removed. During the period that is six (6) months prior
to the end of the Term and at any time Tenant is in default hereunder and such
default has remained uncured for at least thirty (30) days, Landlord and
Landlord's agents and representatives shall have the right to enter the Premises
at any reasonable time during business hours for the purpose of showing the
Premises and shall have the right to erect on the Premises suitable signs
indicating that the Premises are available for lease. Tenant shall give written
notice to Landlord at least thirty (30) days prior to vacating the Premises and

                                       10
<PAGE>

shall arrange to meet with Landlord for a joint inspection of the Premises prior
to vacating. In the event of Tenant's failure to give such notice or arrange
such joint inspection, Landlord's inspection at or after Tenant's vacating the
Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration.

ARTICLE 13: UTILITIES

        13.01 Utilities. Tenant shall pay for all telephone and other Utilities
and services used on or from the Premises not supplied by Landlord, together
with any taxes, penalties and surcharges or the like pertaining thereto and any
maintenance charges for such utilities. Tenant shall furnish and install all
electric light bulbs, tubes and ballasts, other than those originally provided
to the Premises by Landlord. Landlord shall in no event be liable for any
interruption or failure of such utility Services on or to the Premises.

ARTICLE 14: ASSIGNMENT AND SUBLETTING

         14.01 Assignment and Subletting. (a) Tenant shall not have the right to
assign or pledge this Lease or to sublet the whole or any part of the Premises,
whether voluntarily or by operation of law, or permit the use or occupancy of
the Premises by anyone other than Tenant, without the prior written consent of
Landlord which consent will not be unreasonably withheld, and such restrictions
shall be binding upon any assignee or subtenant to which Landlord has consented.
In the event Tenant desires to sublet the Premises, or any portion thereof, or
assign this Lease, Tenant shall give written notice thereof to Landlord within a
reasonable time prior to the proposed commencement date of such subletting or
assignment, which notice shall set forth the name of the proposed subtenant or
assignee, the relevant terms of any sublease and copies of financial reports and
other relevant financial information of the proposed subtenant or assignee. In
no event may Tenant sublet, nor will Landlord consent to any sublease of all or
any portion of the Premises if the rent is determined in whole or in part based
upon the income or profits derived by the sublessee. Notwithstanding any
permitted assignment or subletting, Tenant shall at all times remain directly,
primarily and folly responsible and liable for the payment of the rent herein
specified and for compliance with all of its other obligations under the terms,
provisions and covenants of this Lease. Upon the occurrence of an "event of
default" (as hereinafter defined), if the Premises or any part thereof are then
assigned or sublet, Landlord, in addition to any other remedies herein provided,
or provided by law, may, at its option collect directly from such assignee or
subtenant all rents due and becoming due to Tenant under such assignment or
sublease and apply such rent against any sums due to Landlord from Tenant
hereunder, and no such collection shall be construed to constitute a novation or
a release of Tenant from the further performance of Tenant's obligations
hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge
for the processing of the application for the consent and for the preparation of
the consent. Such service charge shall be collectible by Landlord only where
consent is granted by Landlord.

         (b) In addition to, but not in limitation of, Landlord's right to
approve of any subtenant or assignee, Landlord shall have the option, in its
sole discretion, in the event of any proposed subletting or assignment, to
terminate this Lease, or in the case of a proposed subletting of less than the
entire Premises, to recapture the portion of the Premises to be sublet, as of
the date the subletting or assignment is to be effective. The option shall be
exercised, if at all, by Landlord giving Tenant written notice thereof within
sixty (60) days following Landlord's receipt of Tenant's written notice as
required in Section 14.01 (a) above. If this Lease shall be terminated with
respect to the entire Premises pursuant to this Section, the Term shall end on
the date stated in Tenant's notice as the effective date of the sublease or
assignment as if that date had been originally fixed in this Lease for the
expiration of the Term; provided, however, that effective on such date Tenant
shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to
such date, with respect to taxes, insurance, repairs, maintenance, restoration
and other obligations, costs or charges which are the responsibility of Tenant
hereunder. Further, upon any such termination Landlord and Tenant shall have no
further obligations or liabilities to each other under this Lease except with
respect to obligations or liabilities which accrued hereunder as of such
termination date (in the same manner as if such termination date were the date
originally fixed in this Lease for the expiration of the Term). If Landlord
recaptures under this Section only a portion of the Premises, the rent during
the unexpired Term shall abate proportionately based on the rent per square foot
contained in this Lease as of the date immediately prior to such recapture.
Tenant shall, at Tenant's own cost and expense, discharge in full any
unamortized commission obligation on the part of Landlord with respect to this
Lease and any commissions which may be due and owing as a result of any proposed
assignment or subletting, whether or not the Premises are recaptured pursuant
hereto and rented by Landlord to the proposed tenant or any other tenant. In the
event of the recapture of a portion of the Premises by Landlord pursuant to the
terms of this paragraph, Tenant shall pay all costs associated with the
separation of the recaptured Premises from the portion not recaptured,
including, but without limitation, the cost of all demising partitions, changes
in lighting and HVAC distribution systems and all reasonable architectural
and/or engineering fees.

         (c) Any assignment or subletting by Tenant pursuant to Section 14.01
(a) of all or any portion of the Premises, or termination of this Lease for a
portion of the Premises pursuant to Section 14.01 (b), shall

                                      11

<PAGE>

automatically operate to terminate each and every special right, option, or
election, if any exist, belonging to Tenant (i.e. ones not included in the body
of this Lease but added in the rider or any subsequent amendments), including by
way of illustration, but not limitation, any option to expand its Premises or to
extend or renew the Term for all or any portion of the Premises- i.e. such
rights and options shall cease both as to space sublet or assigned and as to any
portion of the original Premises retained by Tenant.

         14.02 CORPORATE TRANSACTIONS. (a) Notwithstanding the provisions of
Section 14.01,Tenant may, without Landlord's consent, assign this Lease to any
corporation succeeding to substantially all the business and assets of Tenant by
merger, consolidation, purchase of assets or otherwise or to any corporation or
entity which is a parent, subsidiary or division of Tenant, provided that the
following conditions are satisfied: (i) the total assets and net worth of such
assignee shall be 'equal to or more than that of Tenant immediately prior to the
Commencement Date; (ii) Tenant is not then in default hereunder; and (iii) such
successor shall execute and deliver to Landlord an instrument in writing fully
assuming all the obligations and liabilities imposed upon Tenant hereunder. Upon
satisfaction of the foregoing, Landlord agrees to discharge Tenant from any
further liability hereunder.

         (b) If Tenant is a corporation, the shares of which at the time of
execution of this Lease are held by fewer than fifty (50) persons, and if at any
time during the Term persons, firms or corporations who own at least one-third
(1/3) of its shares at the time of the execution of this Lease, or following
Landlord's consent to a transfer of such shares, cease to own such shares (other
than as a result of transfer by bequest or inheritance) and such transfer shall
not first have been approved in writing by Landlord, such transfer shall, at the
option of Landlord, be deemed a default by Tenant under this Lease.

ARTICLE 15: INSURANCE; FIRE AND CASUALTY DAMAGE

         15.01 LANDLORD'S INSURANCE. (a) Landlord shall maintain all insurance
policies deemed by Landlord to be reasonably necessary or desirable and relating
in any manner to the protection, preservation or operation of the Development
including, but not limited to, standard fire and extended coverage insurance
covering the Building in an amount not less than ninety percent (90%) of the
replacement cost thereof, insuring against the perils of fire and lighting and
including extended coverage, or, at Landlord's option, all risk coverage and,
if Landlord so elects, earthquake, flood and wind coverages.

         (b) Subject to the provisions of this Article, the insurance to be
maintained by Landlord hereunder shall be for the sole benefit of Landlord and
under its sole control Tenant shall not take out separate insurance concurrent
in form or contributing in the event of loss' with that maintained by Landlord
hereunder unless Landlord is included as an additional insured thereon. Tenant
shall immediately notify Landlord whenever any such separate insurance is taken
out and shall promptly deliver to Landlord the policy or policies of such
insurance.

         15.02 TENANT'S INSURANCE. Tenant shall procure and maintain throughout
the Term a policy or policies of insurance, in form and substance satisfactory
to Landlord, at Tenant's sole cost and expense, insuring Landlord, Landlord's
mortgagee, if any, and Tenant against all claims, demands or actions arising out
of or in connection with: (i) the Premises, (ii) the condition of the Premises,
(iii) Tenant's operations in and maintenance and use of the Premises and (iv)
Tenant's liability assumed under this Lease; the limits of such policy or
policies to be in the amount of not less than $1,000,000 per occurrence in
respect of injury to persons (including death), and in the amount of not less
than $250,000 per occurrence in respect of property damage or destruction,
including loss of use thereof. All such policies shall be procured by Tenant
from responsible insurance companies satisfactory to Landlord. Certified copies
of such policies, together with receipt evidencing payment of premiums
therefore, shall be delivered to Landlord prior to the Rent Commencement Date.
Not less than fifteen (15) days prior to the expiration date of any such
policies, certified copies of the renewals thereof (bearing notations
evidencing the payment of renewal premiums) shall be delivered to Landlord.
Such policies shall further provide that not less than thirty (30) days written
notice shall be given to Landlord before such policy may be canceled or changed
to reduce the insurance coverage provided thereby. In the event Landlord makes a
request to Tenant in writing to provide Landlord with proof of Tenant's
insurance, and Tenant fails to provide such proof within fifteen (15) days of
such request, Tenant shall pay Landlord an administrative fee equal to five
percent (5%) of Tenant's monthly Base Rent and Additional Rent, which will be
charged to Tenant's next month's rent. Tenant further agrees that the
administrative charge imposed is fair and reasonable, complies with all laws,
regulations and statutes, and constitutes an agreement between Landlord and
Tenant as to the estimated compensation for costs and further agrees that the
late charge assessed pursuant to this Lease is not interest, and the late
charge assessed does not constitute a lender or borrower/creditor relationship
between Landlord and Tenant, and may be treated by Landlord as Additional Rent
owed by Tenant.

         15.03 WAIVER OF SUBROGATION. Each of Landlord and Tenant hereby
releases the other from any and all liability or responsibility to the other or
anyone claiming through or under them by way of subrogation or otherwise for any
loss or damage to property caused by fire, extended coverage perils,

                                       12

<PAGE>

vandalism or malicious mischief, sprinkler leakage, or any other perils insured
in policies of insurance covering such property, even if such loss or damage
shall have been caused by the fault or negligence of the other party, or anyone
for whom such party may be responsible, including any other tenants or occupants
of the remainder of the Development; provided, however, that this release shall
be applicable and in force and effect only to the extent that such release shall
be lawful at that time and in any event only with respect to loss or damage
occurring during such times as the releasor's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releasor to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Each of Landlord and Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement.

         15.04 DAMAGE OR DESTRUCTION. (a) If the Building or Premises are
rendered partially or wholly untenable by fire or other casualty, and if such
damage cannot, in Landlord's reasonable estimation, be materially restored
within one hundred eighty (180) days of such damage, then Landlord may, at its
sole option, terminate this Lease as of the date of such fire or casualty.
Landlord shall exercise its option provided herein by written notice to Tenant
within sixty (60) days of such fire or other casualty. For purposes hereof, the
Building or Premises shall be deemed "materially restored" if they are in such
condition as would not prevent or materially interfere with Tenant's use of the
Premises for the purpose for which it was then being used.

         (b) If this Lease is not terminated pursuant to Section 15.04 (a)
above, then Landlord shall proceed with all due diligence to repair and restore
the Building or Premises, as the case may be (except that Landlord may elect not
to rebuild if such damage occurs during the last year of the Term exclusive of
any option which is unexercised at the date of such damage).

         (c) If this Lease shall be terminated pursuant to this Section 15.04,
the Term shall end on the date of such damage as if that date had been
originally fixed in this Lease for the expiration of the Term. If this Lease
shall not be terminated by Landlord pursuant to this Section 15.04 and if the
Premises is untenable in whole or in part following such damage, the rent
payable during the period in which the Premises is untenable shall be reduced to
such extent, if any, as may be fair and reasonable under all of the
circumstances. In the event that Landlord shall fail to complete such material
restoration within one hundred eighty (180) days after the date of such damage,
Tenant may at its option and as its sole remedy terminate this Lease by
delivering written notice to Landlord, whereupon the Lease shall end on the date
of such notice as if the date of such notice were the date originally fixed in
this' Lease for the expiration of the Term, provided, however, that if
construction is delayed because of changes, deletions, or additions in
construction requested by Tenant, strikes, lockouts, casualties, acts of God, I
war, material or labor shortages, governmental regulation or control or other
causes beyond the reasonable control of Landlord, the period for restoration,
repair or rebuilding shall be extended for the amount of time Landlord is so
delayed. In no event shall Landlord be required to rebuild, repair or replace
any part of the partitions, fixtures, additions or other improvements, which may
have been placed in or about the Premises by Tenant.

         (d) In the event of any damage or destruction to the Building by any
peril covered by the provisions of this Article 15, Tenant shall, upon notice
from Landlord, forthwith remove, at its sole cost and expense, such portion or
all of Tenant's property belonging to Tenant from such portion or all of the
Premises as Landlord shall request and Tenant hereby indemnifies and holds
harmless the Development, the Building. Landlord, Landlord's agents and
employees from any loss, liability, claims, suits, costs, expenses, including
attorney's tees and damages, both real and alleged, arising out of any damage or
injury as a result of the failure to properly secure the Premises prior to such
removal and/or as a result of such removal.

         (e) Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises or the Building requires that the insurance proceeds be applied to
such indebtedness, then Landlord shall have the right to terminate this Lease
by delivering written notice of termination to Tenant within fifteen (15) days
after such request is made by any such holder, whereupon the Lease shall end on
the date of such damage as if the date of such damage were the date originally
fixed in the Lease for the expiration of the Term.

ARTICLE 16: LIABILITY

         16.01 LIABILITY. Landlord shall not be liable to Tenant or Tenant's
employees, agents, patrons or visitors, or to any other person whomsoever, for
any injury to person of damage to property on or about the Premises, the
Building, or the Development, resulting from and/or caused in part or whole by
the negligence or misconduct of Tenant, its agents, servants or employees,
invitees, permitees or of any other person entering upon the Premises, the
Building, or the Development, or caused by the Premises becoming out of repair,
or caused by leakage of gas, oil, water or steam or by electricity emanating
from the Premises, or due to any cause whatsoever, and Tenant hereby covenants
and agrees that it will at all times indemnify and hold safe and harmless the
Premises, the Building, the Development, the Landlord, Landlord's agents and
employees from any loss, liability, claims, suits, costs and expenses, including
attorney's fees and damages,

                                      13

<PAGE>

both real and alleged, arising out of any such damage or injury; except injury
to persons or damage to property the sole cause of which is the gross negligence
of Landlord or the failure of Landlord to repair any part of the Premises which
Landlord is obligated to repair and maintain hereunder within a reasonable time
after the receipt of written notice from Tenant of needed repairs.

ARTICLE 17: EMINENT DOMAIN

         17.01 EMINENT DOMAIN. (a) If the whole or any substantial part of the
Premises or Building should be taken for any public or quasi-public use under
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof and the taking would prevent or materially
interfere with the use of the Premises or Building for the purpose for which
they are then being used, this Lease shall terminate effective when the legal
taking shall occur as if the date of such taking were the date originally fixed
in the Lease for the expiration of the Term.

         (b) If part of the Building or Premises shall be taken for any public
or quasi-public use under governmental law, ordinance or regulation, or by right
of eminent domain, or by private purchase in lieu thereof, and this Lease is not
terminated as provided above, this Lease shall not terminate but the rent
payable hereunder during the unexpired portion of this Lease shall be reduced to
such extent, if any, as may be fair and reasonable and Landlord shall undertake
to restore the Premises to a condition suitable for Tenant's use, as near to the
condition thereof immediately prior to such taking as is reasonably feasible.

         (c) In the event of any such taking or private purchase in lieu
thereof, Landlord and Tenant shall each be entitled to receive and retain such
separate awards and/or portion of lump sum awards as may be allocated to their
respective interests in any condemnation proceedings; provided that Tenant shall
not be entitled to receive any award for the loss of any improvements paid for
by Landlord or for Tenant's loss of its leasehold interest, the right to such
award as to such items being hereby assigned by Tenant to Landlord.

ARTICLE 18: HOLDING OVER

         18.01 HOLDING OVER. Tenant will, at the termination of this Lease by
lapse of time or otherwise, yield up immediate possession of the Premises to
Landlord. If Tenant retains possession of the Premises or any part thereof after
such termination, then Landlord may, at its option, serve written notice upon
Tenant that such holding over constitutes anyone of: (a) renewal of this Lease
for one year and from year to year thereafter, or (b) creation of a month to
month tenancy, upon the terms and conditions set forth in this Lease, or (c)
creation of a tenancy at sufferance, upon the terms and conditions set forth in
this Lease; provided, however, that the monthly rental [or daily rental under
clause (c)] shall, in addition to all other sums which are to be paid by Tenant
hereunder, whether or not as additional rent, be equal to double the total
rental being paid monthly to Landlord under this Lease immediately prior to such
termination [prorated in the case of clause (c) on the basis of a 365-day year
for each day Tenant remains in possession]. If no such notice is served, then a
tenancy at sufferance shall be deemed to be created at the rent in the preceding
sentence. Tenant shall also pay to Landlord all damages sustained by Landlord
resulting from retention of possession by Tenant, including the loss of any
proposed subsequent tenant for any portion of the Premises. The provisions of
this Section shall not constitute a waiver by Landlord of any right of re-entry
as herein set forth; nor shall receipt of any rent or any other act in apparent
affirmance of the tenancy operate as a waiver of the right to terminate this
Lease for a breach of any of the terms, covenants, or obligations herein on
Tenant's part to be performed.

ARTICLE 19: QUIET ENJOYMENT

         19.01 QUIET ENJOYMENT. Landlord represents and warrants that Tenant,
upon paying the rental herein set forth and performing its other covenants and
agreements herein set forth, shall peaceably and quietly have, hold and enjoy
the Premises for the Term without hindrance or molestation from Landlord,
subject to the terms and provisions of this Lease. Landlord agrees to make
reasonable efforts to protect Tenant from interference or disturbance by other
tenants or third persons; however, Landlord shall not be liable for any such
interference or disturbance, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance. In the
event this Lease is a sublease, then Tenant agrees to take the Premises subject
to the provisions of the prior leases.

ARTICLE 20: EVENTS OF DEFAULT; REMEDIES

         20.01 EVENTS OF DEFAULT. The following events shall be deemed to be
events of default by Tenant under this Lease.

         (a) Tenant shall fail to pay when or before due any sum of money
becoming due to be paid to Landlord hereunder, whether such sum be any
installment of the rent herein reserved, any other amount treated as additional
rent hereunder, or any other payment or reimbursement to Landlord required
herein, whether or not treated as additional rent hereunder, and such failure
shall continue for a period of five (5)

                                      14
<PAGE>

days from the date such payment was due; or

         (b) Tenant shall fail to comply with any term, provision or covenant of
this Lease other than by failing to pay when or before due any sum of money
becoming due to be paid to Landlord hereunder, and shall not cure such failure
within twenty (20) days (forthwith, if the default involves a hazardous
condition) after written notice thereof to Tenant; or

         (c) Tenant shall fail to continuously occupy and use the Premises as
provided herein, or Tenant shall abandon or vacate any substantial portion of
the Premises; or

         (d) Tenant shall fail to immediately vacate the Premises upon
termination of this Lease, by lapse of time or otherwise or upon termination of
Tenant's right to possession only; or

         (e) The leasehold interest of Tenant shall be levied upon under
execution or be attached by process of law or Tenant shall fail to contest
diligently the validity of any lien or claimed lien and give sufficient security
to Landlord to insure payment thereof or shall fail to satisfy any judgment
rendered thereon and have the same released, and such default shall continue for
ten (10) days after written notice thereof to Tenant; or

         (f) Tenant shall become insolvent, admit in writing its inability to
pay its debts generally as they become due, file a petition in bankruptcy or a
petition to take advantage of any insolvency statute, make an assignment for the
benefit of creditors, make a transfer in fraud of creditors, apply for or
consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now in
effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof; or

         (g) A court of competent jurisdiction shall enter an order, judgment or
decree adjudicating Tenant as bankrupt, or appointing a receiver of Tenant, or
of the whole or; any substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking reorganization or
arrangement of Tenant under the bankruptcy laws of the United States, as now in
effect or hereafter amended, or any state thereof, and such order, judgment or
decree shall not be vacated or set aside or stayed within thirty (30) days from
the date of entry thereof.

        20.02 REMEDIES.

         a) Upon the occurrence of any of such events of default described in
Section 20.01 hereof or elsewhere in this Lease, Landlord shall have the option
to pursue anyone or more of the following remedies without any notice or demand
whatsoever.

         (i) Landlord may, at its election, terminate this Lease or terminate
Tenant's right to possession only, without terminating the Lease;

         (ii) Upon any termination of this Lease, or upon any termination of
Tenant's right to possession without termination of the Lease. Tenant shall
surrender possession and vacate the Premises immediately, and deliver possession
thereof to Landlord, and Tenant hereby grants' to Landlord full and free license
to enter into and upon the Premises in such event with or without process of law
and to repossess Landlord of the Premises as of Landlord's former estate and to
expel or remove Tenant and any others who may be occupying or within the
Premises and to remove any and all property therefrom, without being deemed in
any manner guilty of trespass, eviction or forcible entry or detainer, and
without incurring any liability for any damage resulting therefrom, Tenant
hereby waiving any right to claim damage for such re-entry and expulsion, and
without relinquishing Landlord's right to rent or any other right given to
Landlord hereunder or by operation of law;

         (iii) Upon any termination of this Lease, Landlord shall be entitled to
recover as damages, all rent, including any amounts treated as additional rent
hereunder, and other sums due and payable by Tenant on the date of termination,
plus the sum of (x) an amount equal to the then present value of the rent,
including any amounts treated as additional rent hereunder, and other sums
provided herein to be paid by Tenant for the residue of the stated Term, less
the fair rental value of the Premises for such residue (taking into account the
time and expense necessary to obtain a replacement tenant or tenants, including
expenses hereinafter described in subsection (iv) relating to recovery of the
Premises, preparation for reletting and for reletting itself), which the parties
agree shall in no event exceed sixty percent (60%) of the then present value of
the rent for the period and (y) the cost of performing any other covenants which
would have otherwise been performed by Tenant

         (iv) Landlord, in addition to all rights and remedies provided in the
Lease, may declare the entire amount of the Annual Base Rental which would have
become due and payable during the remainder of the Term of this Lease, as
adjusted from time to time, to be due and payable immediately, along with the
Additional Rent as defined in the Lease due for the remainder of the term of the
Lease. The projected

                                       15

<PAGE>

operating costs due for the remainder of the lease term, shall be actual
operating costs due for the year of the default, multiplied by the remaining
term of the Lease. Tenant agrees to pay the accelerated annual base rent, and
additional rent charges to Landlord at once, it being agreed that such payment
shall constitute payment in advance of the rent stipulated for the remainder of
the Term. In the event Landlord collects the accelerated rent from Tenant,
Tenant shall be credited for rents received if the premises are relet. It is
expressly understood that Landlord shall have no obligation to relet the Demised
Premises. The acceptance by Landlord of the payment of the accelerated rent
shall not constitute a waiver of any default then existing or thereafter
occurring hereunder.

         (v) In the event Landlord elects to repossess the Premises by eviction
proceedings or otherwise, he may do so with or without terminating this Lease,
and shall have the option of accelerating the annual base rent and additional
rent charges as set forth herein, in Addition to pursuing any of the other
remedies set forth in the Lease or permitted by law.

         (vi) Upon any termination of Tenant's right to possession only without
termination of the Lease:

         (A) Landlord may, at Landlord's option, enter into the Premises, remove
         Tenant's signs and other evidences of tenancy, and take and hold
         possession thereof as provided in subsection (ii) above, without such
         entry and possession terminating the Lease or releasing Tenant, in
         whole or in part, from any obligation, including Tenant's obligation to
         pay the rent, including any amounts treated as additional rent,
         hereunder for the full Term. In any such case Tenant shall pay
         forthwith to Landlord if Landlord so elects, a sum equal to the entire
         amount of the rent, including any amounts treated as additional rent
         hereunder, for the residue of the stated Term plus any other sums
         provided herein to be paid by Tenant for the remainder of the Term.

         (B) Landlord may, but need not, relet the Premises or any part thereof
         for such rent and upon such terms as Landlord, in its sole discretion,
         shall determine (including the right to relet the Premises for a
         greater or lesser term than that remaining under this Lease, the right
         to relet the Premises as a part of a larger area, and the right to
         change the character or use made of the Premises). If Landlord decides
         to relet the Premises or a duty to relet is imposed upon Landlord by
         law, Landlord and Tenant agree that Landlord shall only be required to
         use the same efforts Landlord then uses to lease other properties
         Landlord owns or manages (or if the Premises is then managed for
         Landlord, then Landlord will instruct such manager to use the same
         efforts such manager then uses to lease other space or properties which
         it owns or manages); provided, however, that Landlord (or its manager)
         shall not be required to give any preference or priority to the showing
         or leasing of the Premises over any other space that Landlord (or its
         manager) may be leasing or have available and may place a suitable
         prospective tenant in any such available space regardless of when such
         alternative space becomes available; provided, further, that Landlord
         shall not be required to observe any instruction given by Tenant about
         such reletting or accept any tenant offered by Tenant unless such
         offered tenant has a creditworthiness acceptable to Landlord, leases
         the entire Premises, agrees to use the Premises in a manner consistent
         with the Lease and leases the Premises at the same rent, for no more
         than the current term and on the same other terms and conditions as in
         this Lease without the expenditure by Landlord for tenant improvements
         or broker's commissions. In any such case, Landlord may, but shall not
         be required to, make repairs, alterations and additions in or to the
         Premises and redecorate the same to the extent Landlord deems necessary
         or desirable, and Tenant shall, upon demand, pay the cost thereof,
         together with Landlord's expenses of reletting, including, without
         limitation, any broker's commission incurred by Landlord. If the
         consideration collected by Landlord upon any such reletting plus any
         sums previously collected from Tenant are not sufficient to pay the
         full amount of all rent, including any amounts treated as additional
         rent hereunder and other sums reserved in this Lease for the remaining
         portion of the Term, together with the costs of repairs, alterations,
         additions, redecorating, and Landlord's expenses of reletting and the
         collection of the rent accruing therefrom (including attorney's fees
         and broker's commissions), Tenant shall pay to Landlord the amount of
         such deficiency upon demand and Tenant agrees that Landlord may file
         suit to recover any sums falling due under this subsection from time to
         time;

         (vii) Landlord may, at Landlord's option, enter into and upon the
Premises, with or without process of law, if Landlord determines in its sole
discretion that Tenant is not acting within a commercially reasonable time to
maintain, repair or replace anything for which Tenant is responsible hereunder
and correct the same, without being deemed in any manner guilty of trespass,
eviction or forcible entry and detainer and without incurring any liability for
any damage resulting therefrom and Tenant agrees to reimburse Landlord, on
demand, as additional rent, for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease;

         (viii) Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of the Lease or of law, to which Tenant is or
may be entitled, may be handled, removed and stored, as the case may be, by or
at the direction of Landlord at the risk, cost and expense of Tenant, and

                                       16

<PAGE>

Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not retaken by Tenant from storage within
thirty (30) days after the removal from the Premises shall conclusively be
presumed to have been conveyed by Tenant to Landlord under this Lease as a bill
of sale without further payment or credit by Landlord to Tenant.

         (ix) In the event Tenant fails to pay any installment of rent,
including any amount treated as additional rent hereunder, or other sums
hereunder as and when such installment or other charge is due, Tenant shall pay
to Landlord on demand a late charge in an amount equal to five percent (5%) of
such installment or other charge overdue in any month and five percent (5% )
each month thereafter until paid in full to help defray the additional cost to
Landlord for processing such late payments, and such late charge shall be
additional rent hereunder and the failure to pay such late charge within ten
(10) days after demand therefore shall be an additional event of default
hereunder. The provision for such late charge shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner.

         (x) Pursuit of any of the foregoing remedies shall not preclude pursuit
of any of the other remedies herein provided or any other remedies provided by
law (all such remedies being cumulative), nor shall pursuit of any remedy herein
provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the violation of
any of the terms, provisions and covenants herein contained. No act or thing
done by Landlord or its agents during the Term shall be deemed a termination of
this Lease or an acceptance of the surrender of the Premises, and no agreement
to terminate this Lease or accept a surrender of said Premises shall be valid
unless in writing signed by Landlord. No waiver by Landlord of any violation or
breach of any of the terms, provisions and covenants herein contained shall be
deemed or construed to constitute a waiver of any other violation or breach of
any of the terms, provisions and covenants herein contained. Landlord's
acceptance of the payment of rental or other payments hereunder after the
occurrence of an event of default shall not be construed as a waiver of such
default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord
to enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of such default or of
Landlord's right to enforce any such remedies with respect to such default or
any subsequent default. If, on account of any breach or default by Tenant in
Tenant's obligations under the terms and conditions of this Lease, it shall
become necessary or appropriate for Landlord to employ or consult with an
attorney concerning or to enforce or defend any of Landlord's rights or remedies
hereunder, Tenant agrees to pay any attorney's fees so incurred.

ARTICLE 21: RIGHTS RESERVED TO LANDLORD.

         21.01 RIGHTS RESERVED TO LANDLORD. Landlord reserves and may exercise
the following rights without affecting Tenant's obligations hereunder:

         (a) To change the name or the street address of the Building or the
             Development:

         (b) To install and maintain a sign or signs on the exterior of the
             Building:

         (c) To designate all sources furnishing sign painting and lettering,
             ice, drinking water, towels, coffee cart service and toilet
             supplies, lamps and bulbs used on the Premises;

         (d) To retain at all times pass keys to the Premises;

         (e) To grant to anyone the exclusive right to conduct any particular
             business or undertaking in the Building or in the Development;

         (f) To close the Building after regular work hours, and on legal
             holidays, subject however, to Tenant's right to admittance, under
             such reasonable regulations as Landlord may prescribe from time to
             time, which may include by way of example but not of limitation,
             that persons entering or leaving the Building identify themselves
             to a watchman by registration or otherwise and that said persons
             establish their right to enter or leave the Building;

         (g) To take any and all measures, including inspections, repairs,
             alterations, decorations, additions and improvements to the
             Premises or the Building, and identification and admittance
             procedures for access to the Building as may be necessary or
             desirable for the safety, protection, preservation or security of
             the Premises or the Building or the Landlord's interest, or as may
             be necessary or desirable in the operation of the Building; and

                                       17

<PAGE>

         (h) To change the arrangement and/or location of entrances and
         corridors in and to the Building and to add, remove or modify
         buildings, roadways, parking areas, walkways, landscaping, lakes,
         grading and other improvements in or to the Development.

         Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights hereby reserved without being deemed guilty of an eviction or
disturbance of Tenant's use or possession and without being liable in any manner
to Tenant and without abatement of rent or affecting any of Tenant's obligations
hereunder.

ARTICLE 22: CORPORATE AUTHORITY

         22.01 CORPORATE AUTHORITY. If Tenant is a corporation, each of the
persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly authorized and existing corporation, that Tenant
has and is qualified to do business in Florida, that corporation has full right
and authority to enter into this Lease, and that each and all of the persons
signing on behalf of the corporation are authorized to do so. Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord confirming
the foregoing covenants and warranties.

ARTICLE 23: INTENTIONALLY OMITTED.

ARTICLE 24: LANDLORD'S LIEN

         24.01 LANDLORD'S LIEN. In addition to any statutory lien for rent in
Landlord's favor, Landlord shall have and Tenant hereby grants to Landlord a
continuing security interest for all rentals and other sums of money becoming
due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
furniture, inventory, accounts, contract rights, chattel paper and other
personal property of Tenant situated on the Premises, and such property shall
not be removed therefrom without the consent of Landlord until all arrearages in
rent as well as any and all other sums of money then due to Landlord hereunder
shall first have been paid and discharged. In the event of a default under this
Lease, Landlord shall have, in addition to any other remedies provided herein or
by law, all rights and remedies under the Uniform Commercial Code, including
without limitation the right to sell the property described in this Section at
public or private sale upon five (5) days notice to Tenant. Tenant hereby agrees
to execute Such financing statements and other instruments necessary or
desirable in Landlord's discretion to perfect the security interest hereby
created.

ARTICLE 25: SUBORDINATION.

         25.01 SUBORDINATION. Tenant accepts this Lease subject and subordinate
to any mortgage and/or deed of trust now or at any time hereafter constituting a
lien or charge upon the Development, the Building, or the Premises without the
necessity of any act or execution of any additional instrument of subordination;
provided, however, that if the mortgagee, trustee, or holder of any such
mortgage or deed of trust elects to have Tenant's interest in this Lease
superior to any such instrument, then by notice to Tenant from such mortgagee,
trustee or holder, this Lease shall be deemed superior to such lien, whether
this Lease was executed before or after said mortgage or deed of trust. Tenant
shall at any time hereafter on demand execute any instruments, releases or other
documents which may be required by any mortgagee for the purpose of evidencing
the subjection and subordination of this Lease to the lien of any such mortgage
or for the purpose of evidencing the superiority of this Lease to the lien of
any such mortgage, as may be the case. Notwithstanding anything to the contrary
contained in the Lease, Tenant shall not be required to subordinate this Lease
to any mortgages unless and until the owner and holder of such mortgage agrees
to execute a commercially reasonable non-disturbance agreement with Tenant.

ARTICLE 26: MECHANICS' AND OTHER LIENS.

         26.01 MECHANICS AND OTHER LIENS. Tenant shall have no authority,
express or implied to create or place any lien or encumbrance of any kind or
nature whatsoever upon, or in any manner to bind, the interest of Landlord in
the Premises or to charge the rentals payable hereunder for any claim in favor
of any person dealing with Tenant, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall affect
and each such lien shall attach to, if at all, only the leasehold interest
granted to Tenant by this instrument. Tenant covenants and agrees that it will
pay or cause to be paid all sums legally due and payable by it on account of any
labor performed or materials furnished in connection with any work performed on
the Premises on which any lien is or can be validly and legally asserted against
its leasehold interest in the Premises or the improvements thereon and that it
will save and hold Landlord harmless from any and all loss, cost or expense
based on or arising out of asserted claims or liens against the leasehold
estate or against the right, title and interest of Landlord in the Premises or
under the terms of this Lease. Tenant will not permit any mechanic's lien or
liens or any other liens which may be imposed by law affecting Landlord's or its
mortgagees' interest in the Development to be placed upon the

                                       18

<PAGE>

Development, and in case of the filing of any such lien Tenant will promptly pay
same. It any such lien shall remain in force and effect for twenty (20) days
after written notice thereof, Landlord shall have the right and privilege at
Landlord's option of paying and discharging the same or any portion thereof
without inquiry as to the validity thereof, and any amounts so paid, including
expenses and interest, shall be so much additional indebtedness hereunder due
from Tenant to Landlord and shall be repaid to Landlord immediately on rendition
of a bill therefore. Notwithstanding the foregoing, Tenant shall have the right
to contest any such lien in good faith and with all due diligence so long as any
such contest, or action taken in connection therewith, protects the interest of
Landlord and Landlord's mortgagee in the Premises and Landlord and any such
mortgagee are, by the expiration of said twenty (20) day period, furnished such
protection and indemnification against any loss, cost or expense related to any
such Lien and the contest thereof as are satisfactory to Landlord and any such
mortgagee. Tenant shall notify all potential lienors with which it deals of the
contents of this Section 26.01.

ARTICLE 27: NOTICES

         27.01 Notices. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
shall be deemed to be complied with when and if the following steps are taken:

           (a) All rent and other payments required to be made by Tenant to
        Landlord shall be payable to 1200 CORPORATE PACE c/o Trammel Crow
        Company, 1801 N. Military Trail, Suite 150, Boca Raton, FL, 33431 to
        such other entity at the address herein below set forth, or at such
        other address as Landlord may specify from time to time by written
        notice delivered in accordance herewith.

           (b) Any notice or document required or permitted to be delivered
        hereunder shall be deemed to be delivered, whether actually received or
        not, when deposited in the United States Mail, postage prepaid,
        Certified or Registered Mail, addressed to the parties hereto at the
        respective addresses set out below, or at such other address as they
        have theretofore specified by written notice delivered in accordance
        herewith section 15 of the BLI Rider

         If and when included within the term "Landlord", or "Tenant", as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of such a
notice specifying some individual at some specific address for the receipt of
notices and payments. All parties included within the terms "Landlord" and
"Tenant," respectively, shall be bound by notices given in accordance with the
provisions of this paragraph to the same effect as if each had received such
notice.

ARTICLE 28: COMMON AREAS

         28.01 COMMON AREAS. Tenant and its employees, customers and licensees
shall have the non-exclusive right to use, in common with the other parties
occupying the Development, lobbies, elevators, common rest rooms, common
hallways, and common parking areas, subject to such reasonable rules, posted
signs and regulations as Landlord may, from time to time, prescribe and
Landlord's right to alter common areas as provided in Section 21.01. All common
areas and the parking areas will be maintained by Landlord in a manner and
condition reasonably comparable to other office buildings of similar class, age
and size in the immediate market area.

ARTICLE 29: ESTOPPEL CERTIFICATE

         29.01 ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to
time within ten (10) days after written request from Landlord, execute and
deliver to Landlord or any prospective landlord, mortgagee or prospective
mortgagee a sworn and acknowledged estoppel certificate, in form reasonably
satisfactory to Landlord, any prospective landlord, mortgagee or prospective
mortgagee certifying and stating as follows: (a) this Lease has not been
modified or amended (or if modified or amended, setting forth such modifications
or amendments); (b) this Lease as so modified or amended is in full force and
effect (or if not in full force and effect, the reasons therefore); (c) Tenant
has no offsets or defenses to its performance of the terms and provisions of
this Lease, including the payment of rent, or if there are any such defenses or
offsets, specifying the same; (d) Tenant is in possession of the Premises, if
such be the case: (e) if an assignment of rents or leases has been served upon
Tenant by a mortgagee or prospective mortgagee, Tenant has received such
assignment and agrees to be bound by the provisions thereof; and (f) any other
accurate statements reasonably required by Landlord, any prospective landlord,
mortgagee or prospective mortgagee. It is intended that any such statement
delivered pursuant to this subsection may be relied upon by any prospective
purchaser or mortgagee and their respective successors and assigns and Tenant
shall be liable for all loss, cost or expense resulting from the failure of any
sale or funding of any loan caused by any misstatement contained in such
estoppel certificate. Tenant hereby irrevocably appoints Landlord as

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attorney-in-fact for the Tenant with full power and authority to execute and
deliver in the name of Tenant such estoppel certificate if Tenant fails to
deliver the same within  such ten (10) day period and such certificate as
signed by Landlord shall be fully binding on Tenant if Tenant fails to deliver a
contrary certificate within five (5) days after receipt by Tenant of a copy of
the certificate executed by Landlord on behalf of Tenant. In addition to any
other remedy Landlord may have hereunder, Landlord may, at its option, if Tenant
does not deliver to Landlord an estoppel certificate as set forth above within
fifteen (15) days after Tenant is requested so to do, cancel this Lease
effective the last day of the then current month, without incurring any
liability on account thereof, and the Term is expressly limited accordingly.

ARTICLE 30: MISCELLANEOUS

         30.01 GENDER. Words of any gender used in this Lease shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural unless the context otherwise requires.

         30.02 SUCCESSORS AND ASSIGNS; AUTHORITY. The terms, provisions and
covenants and conditions contained in this Lease shall apply to, inure to the
benefit of, and be binding upon, the parties hereto and upon their respective
heirs, legal representatives, successors and permitted assigns, except as
otherwise herein expressly provided. Landlord shall have the right to assign any
of its rights and obligations under this Lease and Landlord's grantee or
Landlord's successor, as the case may be, shall upon such assignment, become
Landlord hereunder, thereby freeing and relieving the grantor or assignor, as
the case may be, of all covenants and obligations of Landlord hereunder. Each
party agrees to furnish to the other, promptly upon demand, a corporate
resolution, proof of due authorization by partners; or other appropriate
documentation evidencing the due authorization of such party to enter into this
Lease. Nothing herein contained shall give any other tenant in the Development
or the Building any enforceable rights either against Landlord or Tenant as a
result of the covenants and obligations of either party set forth herein. If
there is more than one Tenant, the obligations of Tenant shall be joint and
several. Any indemnification of, insurance of, or option granted to Landlord
shall also include or be exercisable by Landlord's agents and employees.

         30.03 CAPTIONS. The captions inserted in this Lease are for convenience
only and in no way define, limit or otherwise describe the scope or intent of
this Lease, or any provision hereof, or in any way affect the interpretation of
this Lease.

         30.04 LANDLORD'S LIABILITY. In no event shall Landlord's liability for
any breach of any contractual obligation of this Lease exceed the amount of
rental then remaining unpaid for the then current Term (exclusive of any renewal
periods which have not then actually commenced). This provision is not intended
to be a measure or agreed amount of Landlord's liability with respect to any
particular breach, and shall not be utilized by any court or otherwise for the
purpose of determining any liability of Landlord hereunder, except only as a
maximum amount not to be exceeded in any event. In addition, it is expressly
understood and agreed that nothing in this Lease shall be construed as creating
any liability against Landlord, or its successors and assigns, personally, and
in particular without limiting the generality of the foregoing, there shall be
no personal liability to pay any indebtedness accruing hereunder or to perform
any covenant, either express or implied, herein contained, and that all personal
liability of Landlord, or its successors and assigns, of every sort, if any, is
hereby expressly waived by Tenant, and that so far as Landlord, or its
successors and assigns, is concerned Tenant shall look solely to the Building
for the payment thereof.

         30.05 AMENDMENT. This Lease may not be altered, changed or amended
except by an instrument in writing signed by both parties hereto.

         30.06 SURVIVAL; SURRENDER. All obligations of Tenant not fully
performed as of the expiration or earlier termination of the term of this Lease
shall survive the expiration or earlier termination of the Term, including
without limitation, all payment obligations with respect to Taxes and Operating
Costs and all obligations concerning the condition of the Premises. Upon the
expiration or earlier termination of the Term, and prior to Tenant vacating the
Premises, Landlord and Tenant shall jointly inspect the Premises and Tenant
shall pay to Landlord any amount estimated by Landlord as necessary to put the
Premises in good condition and repair. Any work required to be done by Tenant
prior to its vacation of the Premises which has not been completed upon such
vacation, shall be completed by Landlord and billed to Tenant. Tenant shall
also, prior to vacating the Premises, pay to Landlord the amount, as estimated
by Landlord, of Tenant's obligation hereunder for Taxes and Operating Costs. All
such amounts shall be used and held by Landlord for payment of such obligations
of Tenant hereunder, with Tenant being liable for any additional costs therefore
upon demand by Landlord, or with any excess to be returned to Tenant after all
such obligations have been determined and; satisfied, as the case may be. Any
security deposit held by Landlord shall be credited against the amount payable
by Tenant under this Section. If Tenant abandons or surrenders the premises, or
is dispossessed by process of law or otherwise, Tenant shall remove its personal
property from the Premises. If Tenant fails to remove its

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<PAGE>

personal property, Landlord, at its option may treat such failure as a hold over
as defined in the Lease, and/or may (without liability to Tenant for loss
thereof), at Tenant's Sole cost and in addition to Landlord's other rights and
remedies under this Lease, at law or in equity: (a) remove and store such items;
and/or (b) upon ten days prior notice to Tenant, sell all or any such items at
private or public sale for such price as Landlord at its discretion may obtain.
Landlord shall apply the proceeds of any such sale to any amounts due to
Landlord under this Lease from Tenant (including Landlord's attorneys fees and
other costs incurred in the removal, storage and/or sale of such items), with
any remainder to be paid to Tenant.

         30.07 INVALIDITY. If any clause, provision or portion of this Lease or
the application thereof to any person or circumstance shall be invalid or
unenforceable under applicable law, such event shall not affect, impair or
render invalid or unenforceable the remainder of this Lease or any other
clause, phrase, provision or portion hereof, nor shall it affect the application
of any clause, phrase, provision or portion hereof to other persons or
circumstances, and it is also the intention of the parties to this Lease that in
lieu of each such clause, phrase, provision or portion of this Lease that is
invalid or unenforceable, there be added as a part of this Lease a clause,
phrase, provision or portion as similar in this to such invalid or
unenforceable clause, phrase, provision or portion as may be possible and be
valid and enforceable.

         30.08 EXECUTION. Submission of this Lease shall not be deemed to be a
reservation of the Premises. Landlord shall not be bound hereby until its
delivery to Tenant of an executed copy hereof signed by Landlord, already
having been signed by Tenant, and until such delivery Landlord reserves the
right to exhibit and lease the Premises to other prospective tenants.
Notwithstanding anything contained herein to the contrary Landlord may withhold
delivery of possession of the Premises from Tenant until such time as Tenant has
paid to Landlord the security deposit required hereunder, the first month's rent
as required hereunder, and any other sums required hereunder.

         30.09 EFFECTIVE DATE. All references in this Lease to "the date hereof"
or similar references shall be deemed to refer to the last date in point of
time, on which all parties hereto have executed this lease.

         30.10 TIME PERIODS. Whenever a time period is prescribed for action to
be taken by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation for any such time period, any delays due
to causes beyond the control of Landlord.

ARTICLE 31: RIDERS; EXHIBITS

         31.01 RIDER; EXHIBITS. Attached to this Lease is the Basic Lease
Information Rider and the following Exhibits: Exhibit A-Legal Description;
Exhibit B-Floor Plan; Exhibit C-Space Plan; Exhibit D-Work Letter; Exhibit
E-Tenant Estoppel Statement; Exhibit F-Rules and Regulations Exhibit G Tenant's
Sign Specifications; Exhibit H - Construction Rules . A Rider is attached
containing additional terms. All such Exhibits and the Rider, if any, are hereby
incorporated herein.

ARTICLE 32: VACATION.

         32.01 VACATION. The Lease and the tenancy hereby created shall cease
and terminate at the end of the Term, or any renewal or extension thereof,
without the necessity of notice from either Landlord or Tenant to terminate the
same.

ARTICLE 33: BUILDING SERVICES EQUIPMENT.

         33.01 BUILDING SERVICES EQUIPMENT. At any time during the Term,
Landlord may elect, at its sole discretion, to have installed in the Building
(or to have removed after installation) any equipment to (a) electronically
monitor ingress and egress to and from the Building, (b) automatically detect
the presence of smoke and fire in the Building or (c) otherwise protect persons
and/or property within the Building from loss or damage (the "Building Services
Equipment"). Tenant agrees to comply and to cause its agents, employees,
patrons, visitors, contractors, licensees and permitees to comply with any and
all requirements and procedures of Landlord with respect to any Building
Services Equipment, including, without limitation, all requirements and
procedures for the issuance, use and cancellation of entry cards for an entrance
monitoring system. Landlord assumes no obligation to Tenant by reason of the
installation of any such Building Services Equipment and neither Landlord nor
its agents shall be liable to Tenant or Tenant's agents, employees, patrons,
visitors, contractors, licensees and permitees or to any other person whomsoever
for any injury to person or damage to property on or about the Premises or any
losses resulting from and/or caused in part or whole by any cause whatsoever
relating to any Building Services Equipment, including, without limitation, an
unauthorized entry of any kind or a malfunction, interruption or failure of the
Building Services Equipment.

ARTICLE 34: RULES AND REGULATIONS

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<PAGE>

         34.01 RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the rules and regulations attached to this Lease as Exhibit F and all
reasonable modifications thereof and additions thereto from time to time put
into effect by Landlord. Landlord shall not be responsible for the
nonperformance by any other tenant or occupant of the Building of any said rules
and regulations.

ARTICLE 35: WAIVER OF JURY TRIAL

         35.01 WAIVER OF JURY TRIAL, RIGHT TO COUNTERCLAIM AND RIGHT OF
REDEMPTION: It is mutually agreed by and between Landlord and Tenant that, to
the fullest extent allowed by law, the respective parties hereto do hereby waive
trial by jury in any action, proceeding or counterclaim brought by either party
hereto against the other pertaining to any matter whatsoever arising out of or
in any way connected with this Lease, Tenant's use of occupancy of the Premises
or any claim of injury or damage. It is further mutually agreed that in the
event Landlord commences any summary proceeding for possession of the Premises,
Tenant will not interpose any counterclaim of whatever nature or description in
any such proceeding but, rather, will assert any such claim which Tenant might
have in a separate independent action. Furthermore, Tenant hereby expressly
waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant's being evicted or dispossessed for any
cause, or in the event of Landlord's obtaining possession of the Premises, by
reason of the violation by Tenant of any of the covenants and conditions of this
Lease, or otherwise to redeem and repossess the Premises, or any part thereof,
or to reinstate this Lease.

         36.01 AMERICANS WITH DISABILITIES ACT: Tenant, at Tenant's sole
expense, shall comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of federal, state, county and municipal authorities
as applicable now in force or which may hereafter be in force, which shall
impose any duty upon the Landlord or Tenant with respect to the use, occupation
or alteration of the Premises. Landlord, at Landlord's sole expense, shall
comply with all laws, rules, orders, ordinances, directions, regulations and
requirements of federal, state, county and municipal authorities as applicable
now in force or which may hereafter be in force, which shall impose any duty
upon the Landlord with respect to the use, occupation or alteration of the
common areas servicing the Building.

         37.01 INSURANCE REQUIREMENT: Certified copies of insurance policies, as
described in paragraph 15.02, together with receipt evidencing payment of
premiums therefore shall be delivered to Landlord prior to Tenant taking
possession of the Premises. Tenant's failure to provide proof of insurance shall
not delay the Rent Commencement date as defined in paragraph 2.02 above. In the
event Landlord notifies Tenant in writing that the Premises are ready for
occupancy, but Tenant has not furnished Landlord with proof of insurance, all
rent and other charges due under the lease shall begin to accrue as if Tenant
had taken possession of the Premises as of the date of Landlord's notice.

         38.01 ASSIGNING, MORTGAGE & SUBLETTING: Any transfer, sale, pledge, or
other disposition, in any single transaction or cumulatively during the term of
the Lease or any renewal or extension thereof, of a legal or an equitable
interest in fifty (50%) percent or more of the shares or assets of Tenant shall
be deemed an assignment of the Lease, and prohibited without the express written
consent of Landlord, as provided in Section 14.01 of the Lease.

         39.01 BROKERS DISCLOSURE: Tenant covenants, warrants and represents
that no broker or finder except those indicated in the BLI Rider ("Brokers")
were instrumental in consummating this Lease and that Tenant has had no
conversations or negotiations with any broker, except Brokers, concerning the
subject matter of this Lease. Tenant agrees hereby to indemnify and hold
Landlord harmless against and from any and all claims for any brokerage
commissions or fees and all costs,  expenses and liabilities, including,
without limitation, attorneys' fees and expenses, arising out of any
conversations or negotiations had by Tenant with any broker, except Brokers, or
any breach of the foregoing covenant, warranty and representation.

         40.01 EVENTS OF DEFAULT: Supplementary section 20.01 of the Lease,
should Tenant fail to comply with any terms of this Lease related to the parking
of vehicles or the storage of any materials, equipment or trash outside the
Premises, then the period to cure such default shall be' twenty-four (24) hours
from notice by Landlord, which notice may be transmitted via facsimile in
addition to other methods allowed in the Lease. Tenant's failure to cure such
default within twenty-four (24) hours of Landlord's notice shall result in
Tenant being fined $100.00 per day of occurrence of default, such fine to be
treated as additional rent under the Lease. Should Tenant fail to cure such
default within twenty-four (24) hours, then Landlord shall have the right (but
not the obligation) to take any and all reasonable steps to cure the default on
behalf of Tenant, (including the right to tow vehicles or remove equipment or
trash), and Tenant shall immediately reimburse Landlord for all its costs, plus
Tenant shall pay to Landlord an administrative fee of ten percent (10%) of the
costs to cure or $500.00, whichever is greater. The reimbursement of Landlord's
cost and the administrative fee will be treated as additional rent under the
Lease. In addition to the right to cure such default on behalf of Tenant, the
Landlord shall retain the right to all other remedies available under this
Lease or by applicable law.

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<PAGE>

         41.01 LETTER OF CREDIT: INTENTIONALLY OMITTED.

         42.01 LEASE EXECUTION CONTINGENCY: Tenant shall have up to thirty (30)
days after the lease has been fully executed to receive regulatory and board
approval for the bank branch. If Tenant does not receive approvals within the
thirty (30) day period the lease will be null and void.

         43.01 OPTION TO EXTEND LEASE: (a) Provided that the Lease is in full
force and effect, and Tenant has not been and is not in default of any of the
terms, covenants, or conditions of the Lease, Tenant shall have the option (the
"Extension Option") to extend the terms of the Lease for one (1) extension term
(the "Extension Term") of five (5) years commencing on the day next succeeding
the expiration date of the initial lease term in accordance with and subject to
the terms, covenants, and conditions hereinafter set forth.

         Tenant shall exercise the Extension Option by sending a written notice
thereof (the "Extension Notice") to the Landlord according to Section 27.01 of
the Lease Agreement on or before the date which is 180 days prior to the
expiration date, time being of the essence. If Tenant shall send the Extension
Notice within the time and in the manner herein above provided, the term of the
Lease shall be deemed extended for the Extension Term upon the terms, covenants,
and conditions hereinafter contained in paragraph (b) (2), below.

         If Tenant shall fail to send the Extension Notice within the time and
in the manner herein above provided, the Extension Option shall cease and
terminate, and Tenant shall have no further option to extend the term of this
Lease.

         (b) The Extension Term shall be upon, and subject to, all of the
terms, covenants, and conditions provided in the Lease for the initial term
hereof, without any further right of extension, except:

                  (1)      for any terms, covenants, or conditions in the Lease
                           that are either expressly or by their nature
                           inapplicable to the Extension Term; and

                  (2)      the annual Base Rent payable by Tenant during the
                           Extension Term(s) shall be the then prevailing
                           current market rent in buildings located in the same
                           submarket as the Building and of similar quality to
                           the Building in which the Premises is located with
                           annual escalations not to exceed four percent (4%)
                           annually.

         (c) If this Lease is extended as hereinbefore expressly provided, then
Landlord shall have no obligations or duties to improve or to otherwise prepare
the Premises, or to perform work or make any installations in connection with
the Extension Term. When used in subparagraphs (a) and (b), above, the term
"Tenant" shall mean only the named tenant in the Lease and no assignee,
subtenant, or successor thereof.

         44.01 DRIVE THROUGH: Included in the Base Rent is the permitted use of
the existing drive thru, however, no employees shall be permitted in the drive
through building. It is understood that two (2) lanes will be used for bank
drive thru access. Parking shall not be permitted in those lanes. The current
parking stripes will be removed and the drive through building will be
power-washed. The drive through has electric service provided by an electrical
panel located in suite 111. The electricity usage for the drive though shall be
separately metered at Tenant's expense. Following installation of said meter,
Tenant shall pay for such utility usage in a timely manner to either Landlord or
directly to the utility as determined by the Landlord.

         45.01 EARLY ACCESS: INTENTIONALLY OMITTED.

         46.01 BUILDING, MONUMENT AND DIRECTIONAL SIGNAGE: Landlord agrees to
allow Tenant to install at Tenant's sole cost and expense Landlord approved
signage on the building which approval shall not be unreasonably withheld. Such
signage will be located on the concrete portion of the building directly above
the Premises.

Currently there is no space on the building monument signage facing Federal
Highway. Tenant may, at its sole cost and expense attain additional Landlord
approved monument signage or expand upon the existing monument signage in order
to display Tenant's name which approval shall not be unreasonably withheld.

Tenant may, at its sole cost and expense have lighted directional signage
installed to direct customers to the drive through lanes to be approved by
Landlord which approval shall not be unreasonably withheld.

For all signage, Tenant shall make all applications to the City of Boca Raton
for approval of signage.

         47.01 GUARANTY OF LEASE. INTENTIONALLY OMITTED.

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<PAGE>

         48.01 RENTABLE SQUARE FEET: The parties agree that for the purpose of
this Lease the "Rentable Square Feet" shall mean the useable square feet of the
Premises, together with an additional amount representing a portion of the
Common Areas, Service Areas and other non-tenant space in the Building. Landlord
and Tenant acknowledge and accept the square footage as set forth in the Lease
and neither Landlord nor Tenant shall have the right to demand remeasurement or
recalculation of the Rentable Square Feet amounts within the Building or the
Premises.

         49.01 MISCELLANEOUS: This Lease Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter hereof, and supersedes all other negotiations, understandings, and
representations (if any), whether written or oral, made by and between such
parties. Should there be any conflicts between the Lease and this Rider, this
Rider shall control.

         50.01 LANDSCAPING: The Royal Palm trees will stay in place. After
receiving Landlord's approval which approval shall not be unreasonably withheld,
Tenant, at its sole cost and expense, shall make all applications to the City to
remove the existing ficus trees on the West side of the building.

         51.01 ATM & SECURITY OF ATM MACHINES: Landlord agrees to allow Tenant
to install two ATM machines. One (1) ATM machine shall be located in the
existing drive through building as well as security cameras at Tenant's sole
cost and expense. The second (2nd) ATM machine may be installed in Tenant's
premises in accordance with the working drawings as set forth in the Tenant Work
Letter (Exhibit D). Maintenance and monitoring of the ATM machines and said
cameras will be at Tenants sole cost and expense. Should the existence of the
ATM machines at the Building result in increased insurance costs for Landlord,
Tenant shall reimburse Landlord for said additional insurance costs.

         52.01. LEASE CONTINGENCY: Notwithstanding anything to the contrary
contained in the Lease, Tenant's obligations under the Lease are subject to and
contingent upon the applicable governmental authority's (the "Authority")
approval of Tenant's application for the operation of a savings bank office at
the Premises and approval of its Business Plan by the Principal Supervisory
Agent of the Federal Home Loan Bank. Tenant agrees that it will file its
application with the Authority within ten (10) days of the date of final signing
of the Lease and shall furnish Landlord evidence of such filing. If the
Authority shall disapprove Tenant's application for the operation of a savings
bank office at the Premises, or if Tenant shall be required to withdraw its
application or if its Business Plan is not approved, then Tenant may terminate
this Lease upon written notice to Landlord. Tenant agrees it will notify
Landlord when it receives said approvals. In the event Tenant fails to obtain
such approval within sixty (60) days of final signing of the Lease, Landlord may
terminate this Lease upon written notice to Tenant. If either Landlord or Tenant
terminates this Lease under the provisions of this paragraph both parties shall
be relieved of any further obligation or liability under said Lease as of the
date of such termination.

         ARTICLE 53: ROOF ACCESS:

         53.01 INSTALLATION, MAINTENANCE AND REPAIR: Tenant may access the roof
with the prior written consent of the Landlord at Tenant's sole cost and
expense, to install a communication, data transmission and information dish
("Equipment") as is reasonably necessary for the operation of its business in
the Premises. Tenant's roof access shall be subordinate to the rights of any
tenant which pays the Landlord a license fee or rent to lease or use the roof or
any area on the roof To the extent Tenant's use access interferes with such
tenant, Landlord in its sole discretion can require. Tenant to relocate Tenant's
Equipment, provided however, that Tenant shall have the continuous right to roof
access during the term of this Lease for Tenant's Equipment. Tenant shall not be
affix any Equipment to the roof of the Building by nail, bolt, screw, or other
device which penetrates the roof (except as approved in writing by Landlord),
and all wiring penetrations, venting penetrations and piping penetrations shall
be made by a licensed and bonded roofing contractor approved in writing by
Landlord, which approval shall not be unreasonably withheld. Any Equipment
installed on the roof by Tenant shall be maintained by Tenant in good order and
repair and in a safe condition. In the event that Tenant fails to so maintain
the Equipment and Landlord, in Landlord's sole discretion, deems such failure to
present a danger of injury to persons or damage to property in or about the
Building, Landlord may affect such repairs or maintenance and recover the cost
thereof from Tenant, which sum shall be due and payable within ten (10) days
after Landlord's written notice to Tenant with respect thereto. Tenant shall
provide Landlord with prior written notice of Tenant's need to effect service,
maintenance, or repairs hereunder and shall thereupon have access to the roof of
the Building and other non-tenant areas of the Building at such times and under
such conditions as may be prescribed by Landlord. Landlord may charge Tenant for
any equipment and material of Landlord used by Tenant with respect thereto, at
Landlord's standard rates. Any Equipment installed on the roof by Tenant shall
be deemed a Trade Fixture.

         53.02 INTERFERENCE: Landlord assumes no responsibility for any
interference in the use or installation of the Equipment. Tenant shall, at
Tenant's option, either modify the Equipment or relocate the Equipment to
another area approved by Landlord in the event that the Equipment, in Landlord's
judgment

                                       24

<PAGE>

causes any interference with or disturbs the operation of any other equipment or
business of Landlord or any other occupant of the Building or creates or results
in any noise, odor, or nuisance to any other occupant of the Building, or the
areas adjacent thereto. In the event that Landlord determines that the Equipment
causes any interference with or disturbs the operation of any other equipment
or business of Landlord or any other occupant of the Building, and Tenant fails
to modify or is unable to modify the Equipment so as to eliminate such
interference, Landlord shall, prior to making a decision that the Equipment
needs to be removed, take into account the nature of the interference and the
reasonable business needs of both Tenant and the other occupant of the Building
(including Landlord) being affected and shall consult with Tenant regarding this
matter. Tenant must remove the Equipment within a reasonable period of time
after notification of the interference or disturbance from Landlord, taking into
account the nature of the interference and Tenant's reasonable business needs;
and Tenant may restore, modify, or relocate the Equipment to test for
interference only with Landlord's permissions, which shall not be unreasonably
withheld, delayed or conditioned.

         53.03 USE: The Equipment is solely for use for Tenant's internal
business and the benefits of the Equipment may not be provided by Tenant to
third parties. The Equipment may not be sold or rented by Tenant to third
parties, nor may Tenant sublet or assign the Equipment except in connection with
any assignment or sublease which is permitted under the Lease. Tenant shall
operate the Equipment in compliance with all applicable laws, regulations, and
rules of the governmental authorities having jurisdiction thereof and shall
maintain all necessary licenses and permits with respect thereto. Any electrical
usage associated with the Equipment shall be paid by Tenant.

         53.04 INTERRUPTION: Landlord may, at Landlord's sole discretion but
without cost to Landlord, upon such advance notice to Tenant as is reasonable
under the circumstances, taking into account the nature of the repairs,
maintenance or modification needing to be made by Landlord and Tenant's
reasonable business needs,' require interruption of service or relocation or
removal of the Equipment for repairs, maintenance, or modification of the
Building, including, but not limited to, roofing, structural, electrical, or
mechanical repairs.

         53.05 MODIFICATION AND SUBSTITUTION: Tenant may not substitute or
modify the Equipment or any part thereof, without the prior written approval of
Landlord, which consent shall not be unreasonably withheld or delayed. It is
understood and agreed that it shall not be unreasonable if Landlord disapproves
any such substitution or modification because of a material increase in the
size or area covered by the Equipment.

         53.06 RESTORATION: Tenant shall, at Tenant's sole cost and expense,
remove the Equipment and repair any damage to the Building caused by such
removal if the Lease Term terminates, whether by expiration of the Lease Term or
otherwise. Such removal and restoration work shall be completed by Tenant within
sixty (60) days of the date on which the condition requiring such removal and
restoration work occurs. In the event that Tenant shall fail to complete the
removal of the Equipment and the restoration of the Building within such sixty
(60) day period, Landlord shall have the right to effect such removal and
restoration, but shall not be obligated to do so, in which event, Tenant shall
reimburse Landlord for all costs incurred by Landlord in performing such removal
and restoration work. In addition, any Equipment remaining at the Building
subsequent to the expiration of such sixty (60) day period shall be deemed to
have been abandoned by Tenant, so that in no event shall Landlord have any duty
to preserve or restore the Equipment on Tenant's behalf. If Landlord does choose
to store the Equipment on Tenant's behalf, the cost of storage incurred by
Landlord shall be reimbursed by Tenant on demand. In such event, Landlord shall
also have the right to sell such Equipment for salvage value and to apply the
proceeds derived from such sale to sums owing by Tenant to Landlord hereunder.
The provisions of this Paragraph shall survive the expiration of the Lease Term.

         53.07 INDEMNIFICATION: In addition to any other indemnification and
obligations of Tenant under the Lease, Tenant shall protect, defend, indemnify,
and hold Landlord harmless from (i) all liability and claims for any injury to
person or damage to property caused by any act, omission, or neglect of Tenant,
its agents, servants, employees, or contractors, relative to the installation,
operation, repair, and maintenance of the Equipment, unless such liability and
claims arise primarily by reason of the negligence or willful misconduct of
Landlord, its agents, contractors or employees, and (ii) all losses, damages or
liabilities that may be suffered or incurred by Landlord in connection with
Landlord's inability to complete any necessary repairs, maintenance, or
modification of the Building, including, but not limited to, roofing,
structural, electrical or mechanical repairs, as a result of Tenant's failure to
allow interruption of service or relocation or removal of the Equipment.

         53.08 CASUALTY DAMAGE: Landlord shall not be liable to Tenant for any
loss or damage to all or any part of the Equipment occasioned by theft, fire,
act of God, public enemy, injunction, riot, vandalism, malicious mischief,
earthquake, flood, strike, insurrection, war, court order, requisition, or order
of governmental body or authority or by any other cause whatsoever, other than
that solely caused by the gross negligence or willful misconduct of Landlord.
Nor shall Landlord be liable for any damage or

                                       25
<PAGE>

inconvenience which may arise through the repair or alteration of any part of
the Building, other than damage solely caused by the gross negligence or willful
misconduct of Landlord.

         54.      LANDLORD'S RESTRICTIVE COVENANTS. Landlord shall not lease any
space in the Building to any federally charted commercial bank or savings bank
whose primary use of the leased premises within the Building shall be for retail
commercial banking. All existing tenants are excluded from this restriction.
Landlord shall not allow any other tenant to construct a drive-through facility
for retail commercial banking use unless Tenant abandons its use of the
drive-through facility. Nothing herein [ILLEGIBLE]

The parties intending to be bound hereby excuse or cause this [ILLEGIBLE]

WITNESS:                            LANDLORD, [ILLEGIBLE]

                                    1200 CORPORATE PLACE, LLC, [ILLEGIBLE]

                                    By:     PRINCIPAL OFFICE INVESTORS, LLC
                                            [ILLEGIBLE]

                                            By: [ILLEGIBLE]

/s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]
--------------------                    ----------------------------------------
/s/ [ILLEGIBLE]                     [ILLEGIBLE]
--------------------
                                    Date: 4/12/02

/s/ Susan Hayes                     By: /s/ [ILLEGIBLE]
--------------------                    ----------------------------------------
SUSAN HAYES                         [ILLEGIBLE]
                                    Date: 4/12/02

                                    [ILLEGIBLE]

                                    [ILLEGIBLE]

___________________                 By:    _____________________________________
                                    Name:  _____________________________________
___________________                 Title: _____________________________________
                                    Date:  _____________________________________

                                       26
<PAGE>

                                    EXHIBIT A

                                Legal Description

     Approximately 5,388 square feet of office space and the drive through
        building located at 1200 N. Federal Highway, Boca Raton, Florida

                                       27

<PAGE>

                                    EXHIBIT B

                                    Site Plan

                   (Picture of Entire Floor Suite Located On)

                                       28
<PAGE>

                                    EXHIBIT C
                                  (Space Plan)

         See IMS Designs, Inc Working Drawing, Sheet A-1 dated 3/19/02

                                       29
<PAGE>

                                    EXHIBIT D
                               TENANT WORK LETTER

             APPROXIMATE SQUARE FEET FOR CALCULATION OF ALLOWANCES:
                           5,388 RENTABLE SQUARE FEET

                                   WORK LETTER

         This Work Letter shall set forth the terms and conditions relating to
the construction of the tenant improvements in the Premises. This Work Letter is
essentially organized chronologically and addresses the issue of the
construction of the Premises, in sequence, as such issues will arise during the
actual construction of the Premises. All references in this Work Letter to
Articles or Sections of "this Lease" shall mean the relevant portion of Articles
1 through 54 of the Standard Office Lease to which this Work Letter is attached
as Exhibit D and of which this Work Letter forms a part, and all references in
this Work Letter to Sections of "this Work Letter" shall mean the relevant
portion of Sections 1 through 6 of this Work Letter.

                                    SECTION 1

                LANDLORD'S INITIAL CONSTRUCTION IN THE PREMISES

         1.1 Landlord has constructed, at Landlord's sole cost and expense, the
Base Building as collectively described below:

         a)       the building shell and exterior

         b)       the core area, including necessary mechanical, electrical,
                  sprinkler, plumbing, life safety, heating, air-conditioning,
                  ventilation and structural systems within the building core,
                  stubbed out to the face of the core walls at locations
                  determined by Landlord

         c)       finished core area toilet room(s), including necessary
                  plumbing fixtures, accessories, ceilings and lighting,

         d)       structural floor of the building on which the Premises are
                  located

         e)       public stairways

         f)       existing passenger and freight elevators,

         g)       parking area

         h)       common ground floor lobby

         i)       existing common finished elevator lobbies,

         j)       exterior plazas and landscaping

         k)       existing loading dock and equipment

Any items provided by Landlord in the Premises in addition to the Base Building
shall be paid for by Tenant, subject to the Tenant Improvement Allowance. Except
as otherwise provided in the Lease and this Tenant Work Letter, Tenant shall
accept the Premises in its "as is" condition as of the date of full execution
and delivery of the Lease.

                                    SECTION 2

                               TENANT IMPROVEMENTS

         2.1      Tenant Improvement Allowance. Tenant shall be entitled to a
one-time tenant improvement allowance (the "Tenant Improvement Allowance") in
the amount of $ 107,760.00. Tenant Improvement Allowance may include the
following:

         (a)      Payment of the cost of preparing the space plan and the Final
                  Working Drawings as is defined in Section 3.3. The Tenant
                  Improvement Allowance will not be used for the payment of
                  Non-Standard Improvements not included within the scope of
                  Landlord's Specifications.

         (b)      The payment of plan check, permit and license fees relating
                  to construction of the Tenant Improvements.

         (c)      Construction of the Tenant Improvements, including, without
                  limitation, the following:

                                       30
<PAGE>

         (aa)     Installation within the Premises of all partitioning, doors,
                  floor coverings, ceilings, painting, millwork and similar
                  items;

         (bb)     All electrical wiring, lighting fixtures, outlets and
                  switches, and other electrical work to be installed within the
                  Premises, or additional panels or transformer to accommodate
                  tenant's requirements.

         (cc)     The furnishing and installation of all duct work, terminal
                  boxes, diffusers and accessories required for the completion
                  of the heating, ventilation and air conditioning systems
                  within the Premises;

         (dd)     All fire and life safety control systems, such as fire walls,
                  sprinklers, halon, fire alarms, including piping, wiring and
                  accessories, installed within the Premises;

         (ee)     All plumbing, fixtures, pipes and accessories to be installed
                  within the Premises;

         (ff)     Testing and inspection costs;

         (gg)     Contractor's fees, including but not limited to any fees based
                  on general conditions.

         (hh)     Construction management by Landlord's representative for the
                  supervision of the tenant improvement installation, which
                  amount shall not exceed $4,000.00.

In no event shall Landlord be obligated to make disbursements pursuant to this
Work Letter in a total amount which exceeds the Tenant Improvement Allowance
and in no event shall the Tenant Improvement Allowance be utilized for any trade
fixtures, furniture or equipment of Tenant. All Tenant Improvements for which
the Tenant Improvement Allowance has been made available shall be deemed
Landlord's property upon the expiration or earlier termination of the term of
this Lease and may not be removed by Tenant from the Premises at any time
unless so stated by Landlord or as agreed to previously in the lease. Tenant
shall not be entitled to any payment or credit for any unused portion of the
Tenant Improvement Allowance.

Any Non-Standard Improvements made shall remain on and be surrendered with the
Premises upon expiration of the Term, except that Landlord shall require Tenant
to remove the Vault pursuant to Section 10.01 of the Lease.

                                    SECTION 3

                                WORKING DRAWINGS

         3.1 Selection of Architect and Engineering Consultants/Working
Drawings. Tenant has retained JMS Designs, Inc., to serve as its licensed
architect and engineering consultants who have prepared the Working Drawings,
attached hereto and made a party hereof, which drawings include but are not
limited to the architectural, structural, mechanical, electrical, plumbing,
HVAC, and life safety work of the Tenant Improvements. Landlord has no
responsibility in connection therewith. Landlord has reviewed and does accept
the following Working Drawings as set forth in this Section 3 subject to the
comments and conditions set forth in that certain letter from Ryan Sutton
at Trammell Crow Company to Tenant dated 4/12/02:

         Sheet SP 1 dated 3/26/02;

         Demo 1 dated 3/20/02;

         Sheets A-1 to A-6 dated 3/21/02 - 3/26/02;

         Sheet E-1 to E-4 dated 3/21/02 - 3/25/02;

         Sheet SEC 1 dated 3/29/02;

         Sheet P-1 dated 3/29/02; and

         Sheet M-1 dated 3/29/02;

Landlord has reviewed the Working Drawings for its sole purpose and Landlord's
review of the Working Drawings shall not imply that Landlord has reviewed the
Working Drawings for quality, design, Code compliance, or other like matters.
Accordingly, notwithstanding that any Working Drawings are reviewed by Landlord
or its construction professionals, and notwithstanding any advice or assistance
which may be rendered to Tenant by Landlord or it construction professionals,
Landlord shall have no liability and shall not be responsible for any omissions
or errors contained in the Working Drawings. Tenant's waiver and indemnity set
forth in Article 16 of this Lease shall specifically apply to the Working
Drawings.

         3.2 Permits. Prior to the commencement of the construction of the
Tenant Improvements. Tenant or its agents shall within two (2) business days
from the execution of this Lease, submit the Approved Working Drawings to the
appropriate municipal authorities for all applicable building permits necessary
(the "Permits") to allow "Contractor," as that term is defined in Section 4.1,
below, to commence and fully complete the construction of the Tenant
Improvements, and, in connection therewith, Tenant shall supply Landlord, as
soon as possible, with information regarding the permitting process including
plans, check numbers and dates of submittal.

                                       31

<PAGE>

Notwithstanding anything to the contrary set forth in this Section 3.2, Tenant
hereby agrees that neither Landlord nor Landlord's consultants shall be
responsible for obtaining or payment of any building permit or certificate of
occupancy for the Premises and that the obtaining and payment of the same shall
be Tenant's or its agents' responsibility. Landlord shall cooperate with Tenant
in executing permit applications and performing other ministerial acts
reasonably necessary to enable Tenant to obtain any such permit or certificate
of occupancy. No changes, modifications or alterations in the Approved Working
Drawings may be made without the prior written consent of Landlord.

         3.3 Time Deadlines. Tenant shall use its best, good faith, efforts and
all due diligence to cooperate with the Architect, the Engineers, and Landlord
to complete all phases of the Working Drawings and the permitting process and to
receive the permits, as soon as possible after the execution of the Lease, and,
in that regard, shall meet with Landlord on a scheduled basis to be determined
by Landlord, to discuss Tenant's progress in connection with the same.

                                   SECTION 4

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS

         4.1 Contractor. A licensed general contractor (the "Contractor") shall
be retained by Tenant to construct the Tenant Improvements. The Contractor which
will construct the Tenant Improvements, shall be a Contractor selected by Tenant
and approved by Landlord, which approval shall not be unreasonably withheld,
provided, however, that Landlord has the right to reject a Contractor if
Contractor does not meet Landlord's requirements, which include specific
insurance and experience. The subcontractors utilized by the Contractors shall
be subject to Landlord's reasonable approval, provided that the Contractors
shall be required to use subcontractors designated by Landlord for any work
affecting the structure of the building and/or any systems of the building. The
HVAC system may be design/build, based on performance specifications provided by
the Landlord and agreed upon by the Tenant. The design/build contractor shall
submit plans for review and approval by Landlord prior to commencing
construction and shall submit testing and balancing reports upon completion of
project as necessary to verify compliance with performance specifications. Cost
associated with Landlord's engineer's review of plans, submittals, reports, etc.
and field inspection shall be considered part of the Tenant Improvement
Allowance. In the event Landlord requires Tenant to use a specific subcontractor
for work affecting the structure of the building and/or any systems of the
building, Landlord shall use its best efforts to obtain competitive pricing for
Tenant, however, under no circumstances shall Tenant be obligated to pay an
unreasonable price for such work.

         4.2 Tenant's Retention of Contractor. Tenant covenants and agrees that,
upon execution of this Lease it shall in accordance with the plans and
specifications commence and with due diligence proceed to construct Tenant
Improvements. The construction work on the Tenant Improvements by a licensed
Contractor shall be done in a good and workmanlike manner and in compliance with
all applicable laws, orders and regulations of federal, state, county and
municipal authorities.

         4.3 Tenant shall contract with Contractor to construct the Tenant
Improvements in accordance with the Approved Working Drawings.

         4.4 Tenant and Tenant's Contractor shall take all reasonable
precautionary steps to minimize dust, noise and construction traffic and to
protect their facilities and the facilities of others affected by the work and
to properly police same. Construction equipment and materials are to be kept
within the Premises. The work set forth on Exhibit "H" attached shall not be
performed during the Business Hours of 8:30 A.M. to 5:00 P.M. Monday through
Fridays.

Utility costs or charges for any service (including HVAC, hoisting or freight
elevator and the like) to the Premises shall be the responsibility of Tenant
from the date Tenant is authorized to commence the work and shall be paid for by
Tenant. Tenant shall apply and pay for all utility meters required. Tenant shall
arrange and pay for removal of construction debris and shall not place debris in
the building's waste containers.

         4.5 Contractor's Warranties and Guaranties. Tenant hereby assigns to
Landlord all warranties and guaranties by Contractor relating to the Tenant
Improvements. Tenant shall cooperate with Landlord to correct any deficiency
with Contractor's work.

         4.6 Tenant's Covenants. Tenant hereby indemnifies Landlord for any
loss, claims, damages or delays arising from the actions of Tenant, the
Contractor or Tenant's agents on the Premises or in the Building. Tenant shall
keep the Premises and the property in which the Premises are located free from
any liens arising out of any work performed, material furnished or obligations
incurred by or on behalf of Tenant. Notwithstanding the foregoing, if by reason
of any construction performed, or material furnished to the Premises for or on
behalf of the Tenant, any mechanic's or other lien shall be filed, claimed,
perfected of otherwise established, the Tenant shall discharge or remove the
lien by bonding or otherwise within fifteen (15) days after the tenant received
notice of filing of same. Immediately after delivery of the Premises to Tenant,
Tenant shall have prepared and delivered to Landlord a copy of the "as built"
plans and specifications (including all working drawings) for the Tenant
Improvements.

         4.7 Insurance Coverages. In addition to the insurance requirements set
forth in the Lease, Tenant shall also secure, pay for and maintain or cause its
Contractors to secure, pay for and maintain during the construction of the
Premises the following minimum coverages and limits of liability:

                                       32
<PAGE>

         a) worker's compensation in amounts required by state statutes and
employer's liability insurance with limits of not less than $500,000;

         b) comprehensive or commercial general liability insurance in an amount
not less than $1,000,000 (One Million) per occurrence, whether involving bodily
injury liability (or death resulting therefrom) or property damage liability or
a combination thereof with a minimum aggregate limit of $2,000,000 (Two
Million), and with umbrella coverage with limits not less than $2,000,000 (Two
Million). In the event Tenant is obligated to pay for the umbrella coverage for
Tenant's Contractor, Landlord hereby agrees to pay one half the price of the
premium for the umbrella coverage only. Tenant shall provide Landlord with a
copy of the invoice for the premium and Landlord shall pay its one half share
within ten (10) days. Such insurance shall provide for explosion and collapse,
completed operations coverage and broad form blanket contractual liability
coverage and damage to the property of others and arising from its operations
under the contract whether such operations are performed by Tenant's Contractors
or by anyone directly or indirectly employed by any of them;

         c) comprehensive automobile liability insurance, including the
ownership, maintenance and operation of any automotive equipment, owned, hired
or non owned, in an amount not less than $1,000,000 (One Million) combined
single limit;

         d) "Builder's All Risk" insurance in an amount to cover the full
insurable value of the work in the Premises, and shall insure against the perils
of fire and extended coverage and shall include "all risk" builder's risk
insurance for physical loss or damage including theft, vandalism and malicious
mischief;

The policies required to be maintained by Tenant shall be with companies rated
A10 or better in the most current issue of A.M. Best's Rating Guide. Insurers
shall be licensed to do business in the state in which the Premises are located
and domiciled in the USA.

All policies (except the workers' compensation policy) shall be endorsed to
include Landlord as an additional insured party. The waiver of subrogation
provisions contained in the Lease shall apply to all insurance policies (except
the workers' compensation policy) to be obtained by Tenant. The insurance policy
endorsements shall also provide that all additional insured parties shall be
given thirty (30) days' prior written notice of any reduction, cancellation or
nonrenewal of coverage.

Tenant shall not permit the Contractor(s) to commence work until the required
insurance has been obtained, and copies of all applicable insurance certificates
(including the general contractor's) have been delivered to Landlord.

         4.8 Change Orders. All changes to the Approved Working Drawings
requested by Tenant which effect the structural, plumbing or mechanical
integrity of the Building as determined by Landlord in its sole discretion must
be approved by Landlord in advance of the implementation of such changes.
Landlord shall give its approval or disapproval to Tenant within three (3)
business days. In the event Landlord fails to disapprove the Change Order within
said time, the Change Order shall be deemed approved. Tenant shall provide
Landlord with copies of all other change orders with the submittal of the
as-built drawings. All delays caused by Tenant-initiated change orders,
including, without limitation, any stoppage of work during the change order
review process, are solely the responsibility of Tenant and shall cause no delay
in the commencement of the Lease or the rental.

         4.9 Disbursement of the Tenant Improvement Allowance.

The Tenant Improvement Allowance shall be disbursed by Landlord in total upon
Tenant providing Landlord the following: i) Tenant delivers to Landlord properly
executed final unconditional lien releases from all subcontractors, materialmen,
laborers, and suppliers in compliance with local codes and (ii) Architect
delivers to Landlord a certificate, in a form reasonably acceptable to Landlord,
certifying that the construction of the Tenant Improvements in the Premises has
been substantially completed; (iii) delivery to Landlord two (2) sets of copies
of the final as-built drawings and specifications; (iv) a certificate of
occupancy; and (v) delivery to Landlord a copy of all warranties, guaranties,
and operating manuals and information relating to the improvements, equipment,
and systems in the Premises. Landlord shall only be obligated to pay to the
Tenant the Tenant Improvement Allowance to the extent costs are incurred by
Tenant for Tenant Improvement Allowance items.

         Once Landlord has received all of the required information, Landlord
shall deliver a check within ten (10) days to Tenant, unless Landlord determines
that any work does not comply with the "Approved Working Drawings," or that any
work is substandard. Landlord will notify Tenant and Tenant agrees to use
commercially reasonable efforts to cause such work to be corrected.

                                    SECTION 5

                     COMPLETION OF THE TENANT IMPROVEMENTS

         For purposes of Article 2 of the Lease, the following delays in
delivery of possession of the Premises to Tenant shall be considered to be
delays caused by Tenant:

         5.1      Tenant's failure to timely approve any matter requiring
Tenant's approval;

                                       33

<PAGE>

         5.2      A breach by Tenant of the terms of this Work Letter or the
Lease;

         5.3      Changes in any of the Approved Working Drawings after approval
of the same by Landlord or because the same do not comply with Code or other
applicable laws;

         5.4      Tenant's request for changes in the Approved Working Drawings
that causes a delay in construction for more than two (2) days;

         5.5      Tenant's requirement for materials, components, finishes or
improvements which are not available in a commercially reasonable time given the
anticipated Commencement Date, as set forth in the Lease.

         5.7      Changes to the Base, Shell and Core required by the Approved
Working Drawings;

         5.8      Any other acts or omissions of Tenant, or its agents, or
employees which unreasonably delays the commencement of the lease.

                                   SECTION 6
                                 MISCELLANEOUS

         6.1      Tenant's Representative. Tenant has designated Sam Caliendo
as its sole representative with respect to the matters set forth in this Work
Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of the Tenant as required in this Work Letter.

         6.2      Landlord's Representative. Landlord has designated Trammell
Crow Company as its sole representative with respect to the matters set forth in
this Work Letter, who, until further notice to Tenant, shall have full authority
and responsibility to act on behalf of the Landlord as required in this Work
Letter.

         6.3      Time is of the Essence in this Work Letter. Unless otherwise
indicate, all references herein to a "number of days" shall mean and refer to
calendar days. In all instances where Tenant is required to approve or deliver
an item, if no written notice of approval is given or the item is not delivered
within the stated time period, at Landlord's sole option, at the end of such
period the item shall automatically be deemed approved or delivered by Tenant
and the next succeeding time period shall commence.

         6.4      Tenant's Lease Default. Notwithstanding any provision to the
contrary contained in this Lease, if a breach of the Lease as described in
Article 20 of the Lease or a breach by Tenant under this Work Letter, has
occurred at any time on or before Landlord's delivery of the Premises to Tenant,
then (i) in addition to all other rights and remedies granted to Landlord
pursuant to the Lease, Landlord shall have the right to withhold payment of all
or any portion of the Tenant Improvement Allowance (in which case Tenant shall
be responsible for any delay in the delivery of the Premises caused by such work
stoppage as set forth in Section 5 of this Work Letter). In the event Landlord
withholds payment of the Tenant Improvement Allowance, the amount withheld shall
be proportionately commensurate with Landlord's damages as a result of the
Tenant's default.

                                       34
<PAGE>

                                    EXHIBIT E
                           TENANT ESTOPPEL STATEMENT

LEASE DATED:______________________               AMENDED:____________________
LANDLORD: 1200 Corporate Place, LLC
TENANT: PANAMERICAN BANK
PREMISES:1200 N. Federal Highway, Suite 111 Boca Raton, FL 33432

         As Tenant under the above referenced Lease, the undersigned certifies
for the benefit of___________________________ , which has made or is about to
make a loan to Landlord part of the security for which will be a mortgage or
deed of trust covering the Premises and an assignment of Landlord's interest in
the Lease, the following:

a.       The Lease has not been modified or amended, except by documents dated
         _________________ copies of which are attached hereto.

b.       The Lease (as so modified or amended) is in full force and effect and
         represents the entire agreement between Landlord and Tenant.

c.       Tenant has no offsets or defenses to its performance of the terms and
         provisions of the Lease, including the payment of rent and Landlord is
         not in default under any of the terms, covenants or provisions of the
         Lease.

d.       Tenant is in possession of the Premises and has accepted the Premises,
         including all alterations, additions and improvements required to be
         made by Landlord.

         The Premises contains 5,388 square feet.

The Rent Commencement Date is _______________, 2002, and the Term is 120 months
ending on _____________2012. The Lease provides for the following renewal option
(s) one (1) five year term at a rental rate of market with annual escalations
not to exceed four percent (4%) annually.

6.       Tenant acknowledges that the Premises have been delivered to Tenant in,
         good order and condition.

7.       The Lease provides for rent payable as follows:

         a. Base Rent. Base Rent payable monthly of $_______________. The Base
         Rent in any Comparison Year is adjusted to reflect increases in the
         Consumer Price Index.

         (b) Taxes. The Lease provides for Tenant to pay its proportionate
         share of Taxes in excess of $__________________ per tax year.


         (c) Operating Costs. The Lease provides for Tenant to pay its
         proportionate share of Operating Costs in excess of
         $___________________ per calendar year.

         (d) Tenant has commenced paying rent. No rent has been paid in advance
         except for the Base Rent that became due for the current month.

8.       Landlord is holding a security deposit of $___________________.

9.       The Lease contains no first right of refusal, option to expand, option
         to terminate, or exclusive business rights, except as follows:

         ____________________________________________________________________

         ____________________________________________________________________

10.      Tenant has not entered into any sublease, assignment or any other
         agreement transferring any of its interest in the Lease and that it has
         not received any notice of a prior assignment hypothecation or pledge
         of rents by Landlord.

11.      Tenant has delivered to Landlord all evidence of insurance which Tenant
         is required to provide under the Lease.

Date:_______________________                    TENANT: PANAMERICAN BANK

                                                BY:_____________________________

                                                ITS:____________________________

                                       35

<PAGE>

                                    EXHIBIT F
                              RULES AND REGULATIONS


1.       The sidewalks, halls, passages, exits, entrances, elevators, escalators
         and stairways shall not be obstructed by Tenant or used for any purpose
         other than for ingress and egress from its Premises. The halls,
         passages, exits, entrances, elevators and stairways are not for the use
         of the general public and Landlord shall in all cases retain the right
         to control and prevent access thereto by all persons whose presence, in
         the judgment of Landlord, shall be prejudicial to the safety,
         character, reputation and interests of the Building and its tenants,
         provided that nothing herein contained shall be construed to prevent
         such access to persons with whom Tenant normally deals in the ordinary
         course of Tenant's business unless such persons are engaged in illegal
         activities. Tenant shall not go upon the root of the Building.

2.       The bulletin board or directory of the Building will be provided
         exclusively for the display of the name and location tenants and
         Landlord reserves the right to exclude any other names therefrom.

3.       Landlord reserves the right to exclude from the Building between the
         hours of 6:00 p.m. and 8:00 a.m. weekdays, and at all hours on
         Saturdays, Sundays, and holidays all persons who are not tenants or
         their accompanied guests or business invitees. Tenant shall be
         responsible for all persons it allows to enter the Building and shall
         be liable to Landlord for all acts of such persons.

         Landlord shall in no case be liable for damages for error with regard
         to the admission or exclusion of any person from the Building.

         During the continuance of any invasion, mob, riot, public excitement or
         other circumstances rendering such action advisable in Landlord's
         opinion, Landlord reserves the right to prevent access to the Building
         by closing the doors, or otherwise, for the safety of tenants and
         protection of the Building and property in the Building.

5.       Except with the written consent of Landlord no persons other than those
         approved by Landlord shall be permitted to enter the Building for the
         purpose of cleaning same. Tenant shall not cause any unnecessary labor
         by reason of its carelessness or indifference in the preservation of
         good order and cleanliness. Landlord shall in no way be responsible to
         Tenant for any loss of property on its Premises however occurring, or
         for any damage done to the effects of Tenant by the janitor or any
         other employee or any other person.

6.       Tenant shall not use upon its Premises vending machines or accept
         barbering or bootblacking services in its Premises except from persons
         authorized by Landlord.

7.       Tenant shall see that all doors to its Premises are securely locked and
         that all utilities, water faucets or water apparatus are shut off
         before Tenant leaves the Premises, so as to prevent waste or damage,
         and shall be responsible for all injuries sustained by other tenants or
         occupants of the Building or Landlord as a result of its failure to do
         so. Tenants shall keep the door or doors to the Building corridors
         closed at all times except for ingress and egress.

8.       Tenant shall not waste electricity, water or air conditioning and
         agrees to cooperate fully with Landlord to assure the most effective
         operation of the Building's heating and air conditioning, and shall
         retrain from attempting to adjust any controls.

9.       Tenant shall not make or have made additional copies of any keys or
         access devices provided by Landlord. Tenant, upon the termination of
         the tenancy, shall deliver to Landlord all the keys or access devices
         for the Building, offices, rooms and toilet rooms which shall have been
         furnished Tenant or which Tenant shall have had made. In the event of
         the loss of any keys or access devices so furnished by Landlord, Tenant
         shall pay Landlord therefore.

10.      The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed and no foreign substance of any kind whatsoever, including,
         but not limited to, coffee grounds shall be thrown therein, and the
         expense of any breakage, stoppage, or damage resulting from the
         violation of this rule shall be borne by the tenant, who, or whose
         employees or invitees, shall have caused it.

11.      Tenant shall hot keep in the Building any kerosene, gasoline or
         inflammable or combustible fluid or material other than limited
         quantities necessary for the operation or maintenance of office
         equipment. Tenant shall not use any method of heating or air
         conditioning other than that supplied by Landlord.

12.      Tenant shall not permit to be kept in its Premises any tout or noxious
         gas or substance or permit its Premises to be used in a manner
         offensive or objectionable to Landlord or other occupants of the
         Building by reason of noise, odors and/or vibrations or interfere in
         any way with other tenants or those having business therein, nor shall
         any animals or birds be brought or kept in or about the Building.

a.       No cooking shall be done in the Premises (except that use by the Tenant
         of Underwriter's Laboratory approved equipment for the preparation of
         coffee, tea, hot chocolate and similar beverages for Tenant and its
         employees shall be permitted, provided that such equipment and use is
         in accordance with

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         applicable federal, state and city laws, codes, ordinances, rules and
         regulations) nor shall the Premises be Used for lodging. A microwave
         oven is permissible in the Premises.

b.       Tenant shall not sell or permit the sale, at retail, of newspapers,
         magazines, periodicals, theater tickets or any other goods on the
         Premises, nor shall Tenant carry on, or permit the business of
         stenography, typewriting or any similar business in or from the
         Premises for the service or accommodation of occupants of any other
         portion of the Building, nor shall the Premises be used for the storage
         of merchandise, manufacturing of any kind, the business of a public
         barber shop, or beauty parlor, or for any improper, immoral or
         objectionable purpose, or any business activity other than that
         specifically provided for in Tenant's lease.

c.       Subsequent to the completion of the Tenant Improvements pursuant to the
         Work Letter, Landlord will direct electricians as to where and how
         telephone, telegraph and electrical wires are to be introduced or
         installed. No boring or cutting for wires will be allowed without the
         prior written consent of Landlord. The location of burglar alarms,
         telephones, call boxes or other office equipment affixed to the
         Premises shall be subject to the written approval of Landlord.

13.      No furniture, freight, equipment, materials, supplies, packages,
         merchandise or other property will be received in the Building or
         carried up or down elevators except between such hours and in such
         elevators as shall be designed by Landlord.

         Business machines and mechanical equipment belonging to Tenant which
         cause noise or vibration that may be transmitted to the structure of
         the Building or to any space therein to such a degree as to be
         objectionable to Landlord or to any tenants in the Building shall be
         placed and maintained by Tenant, at Tenant's expense, on vibration
         eliminators or other devices sufficient to eliminate noise or
         vibration. The persons employed to move such equipment in or out of the
         Building must be acceptable by Landlord.

14.      Tenant shall not place a load upon any floor which exceeds the load per
         square foot which such floor was designed to carry and which is allowed
         by law. Tenant shall not mark, or drive nails, screws or drills into,
         the partitions, woodwork or plaster or in any way deface the Premises.

15.      There shall not be used in any space, or in the public areas of the
         Building, either by Tenant or others, any hand trucks "except those
         equipped with rubber tires and side guards or such other
         material-handling equipment as Landlord may approve. No other vehicles
         of any kind shall be brought by Tenant into or kept in or about the
         Premises.

a.       Tenant shall store all its trash and garbage within the interior of its
         Premises. No materials shall be placed in the trash boxes or
         receptacles if such material is of such nature that it may not be
         disposed of in the ordinary and customary manner of removing and
         disposing of trash and garbage in this area without violation of any
         law or ordinance governing such disposal. All trash, garbage and
         refuse disposal shall be made only through entryways and elevators
         provided for such purposes and at such times as Landlord may designate.

16.      Canvassing, soliciting or distributing of handbills or any other
         written material, and peddling in the Building are prohibited and
         Tenant shall cooperate to prevent the same. Tenant shall not make
         room-to-room solicitation of business from other tenants in the
         Building.

17.      Landlord reserves the right to exclude or expel from the Building any
         person who, in Landlord's judgment, is intoxicated or under the
         influence of liquor or drugs or Who is in violation of any of the rules
         and regulations of the Building.

18.      Tenant shall comply with all energy conservation, safety, fire
         protection and evacuation procedures and regulations established by
         Landlord or any governmental agency.

19.      Tenant assumes any and all responsibility for protecting its Premises
         from theft, robbery and pilferage.

20.      The requirements of Tenant will be attended to only upon application at
         the office of the Building by an authorized individual. Employees of
         Landlord shall not perform any work or do anything outside of their
         regular duties unless given special instructions from Landlord, and
         no such employees will admit any person (Tenant or otherwise) to any
         office without specific instructions from Landlord.

21.      Landlord may waive anyone or more of these Rules and Regulations for
         the benefit of any particular Tenant, but no such waiver by Landlord
         shall be construed as a waiver of such Rules and Regulations in favor
         of any other Tenant, nor prevent Landlord from thereafter enforcing any
         such Rules and Regulations against any or all tenants of the Building.

22.      Landlord reserves the right to make such other reasonable rules and
         regulations as in its judgment may from time to time be needed for
         safety and security, for care and cleanliness of the Building and for
         the preservation of good order therein. Tenant agrees to abide by all
         such Rules and Regulations hereinabove stated and any additional rules
         and regulations which are adopted.

23.      Tenant shall provide and maintain hard surface protective mats under
         all desk chairs which are equipped

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         with coasters to avoid excessive wear and tear to carpeting. If Tenant
         fails to provide such mats, the cost of carpet repair or replacement
         made necessary by such excessive wear and tear shall be charged to and
         paid by Tenant.

24.      Tenant will refer all contractors, contractors' representatives and
         installation technicians rendering any service to Tenant to Landlord
         for Landlord's supervision, approval, and control before performance of
         any contractual service. This provision shall apply to all work
         performed in the Building, including installations of telephones,
         telegraph equipment, electrical devices and attachments and
         installations of any nature affecting floors, walls, woodwork, trim,
         windows, ceilings, equipment or any other physical portion of the
         Building.

25.      Tenant shall give prompt notice to Landlord of any accidents to or
         defects in plumbing, electrical fixtures, or heating apparatus so that
         such accidents or defects may be attended to properly.

26.      Tenant shall be responsible for the observance of all of the foregoing
         Rules and Regulations by Tenant's employees, agents, clients, invitees
         and guests.

27.      Tenant shall not allow its employees or invitees to park in other than
         designated areas, nor shall any washing of cars or car repairs be
         permitted in any parking areas, nor shall overnight parking be
         permitted, nor shall commercial trucks be allowed in the parking areas
         other than in designated delivery areas.

28.      Other than for single-trip usages, Tenant shall make reservations for
         use of any elevators, which shall be accepted by Landlord on a
         first-come, first-serve basis.

29.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify, alter or amend, in whole or in part,
         the terms, covenants, agreements and conditions of any lease of
         premises in the Building.

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                                    EXHIBIT G

                         (Tenant's Sign Specifications)

                                       39

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                                    EXHIBIT H

                              1200 CORPORATE PLACE
                          BUILDING RULES & REGULATIONS
                           FOR CONSTRUCTION PERSONNEL

THE FOLLOWING IS A LIST OF RULES AND REGULATIONS PERTAINING TO TENANT
CONSTRUCTION WORK AT 1200 CORPORATE PLACE. PLEASE SEE THAT THESE RULES AND
REGULATIONS ARE STRICTLY ENFORCED AND ARE POSTED AT THE JOBSITE.

1.       No access to the premises will be given until all insurance
         requirements have been met and are provided to the Landlord.

2.       No construction personnel will be allowed on the passenger elevators.
         All construction materials and workers are restricted to either the
         freight elevator (the elevator with wall pads) or the fire stairwells
         (excluding the central stairwell). Freight elevator dimensions are 6'8"
         wide, 5'6" deep and 11'0" high. The door opening is 3'4" wide by
         8'9" high.

3.       No construction personnel will be allowed in the Atrium at any time,
         while assigned to construction work in the office building, unless work
         requires them to be there.

4.       No music will be permitted in construction areas.

5.       No construction personnel will be allowed in restrooms, except for the
         one restroom that will be designated by Trammell Crow Management Group
         for construction use. That restroom will be kept clean and orderly. The
         general contractor will be responsible for the cost of extra cleaning
         or any repairs, if necessary.

6.       Areas under construction, all storage areas, all unoccupied spaces, and
         common areas leading to the construction zone are to be kept clean and
         in an orderly fashion at all times.

7.       Occupied floors with areas under construction are to have all
         construction debris (vacuumed if necessary) removed from the building
         common areas daily.

8.       Weekend work or after hours access into the building must be arranged
         through building management prior to any work commencing, access shall
         not be unreasonably withheld.

9.       Construction personnel will not be allowed to congregate on the
         grounds.

10.      No alcoholic beverages, etc., will be allowed on the property.

11.      Construction personnel are prohibited from traveling or parking on
         landscaped areas. Designated parking areas will be provided north of
         the parking garage and east of the dumpster enclosure.

12.      No construction material belonging to the Landlord is to leave the job
         site.

13.      Absolutely no work is to be done for any Building tenant without the
         prior written approval of Trammell Crow.

14.      The freight elevator is not to be secured without the prior approval
         from the management office. Hours for all deliveries are 5:30 pm to
         12:00 midnight (Monday-Friday), and 8:00 am to 1:00 pm (Saturday). All
         deliveries and/or removals must go through the entrance located in the
         northeast corner of the lobby. A representative of the general
         contractor must be present to ensure that protective coverings are
         placed on all flooring, walls, door openings, door facings, elevator
         cabs and other areas along the route to be followed during the
         delivery/removal.

15.      Protection of the marble flooring is imperative. All material handling
         vehicles used in the interior of the building must have rubber wheels
         and be maintained free from grease and dirt.

16.      All drilling, burning, welding, heavy sanding or odor producing work
         must be pre-cleared through the management office, clearance will not
         be unreasonably withheld.

17.      Under no circumstances will any work be done on the Building life
         support systems without

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         prior approval from the management office. This includes:

         a. fire sprinkler system;

         b. smoke detector system; and

         c. water supply system.

18.      Under no circumstances will any contractor enter any building
         mechanical spaces without the prior approval from the management
         office.

19.      No exterior building doors, interior hallway doors or any doors to
         Building mechanical or electrical rooms are to be propped open, except
         while material is actually being moved through that doorway.

20.      Any property damage or personal injury occurring on-site should be
         immediately reported to the Building management office.

21.      Building maintenance personnel shall not be asked to assist any
         contractor or subcontractor in the performance of their work. Any
         requests must be made through the management office.

22.      Building maintenance equipment will not be used by any contractor or
         subcontractor.

23.      This building is operated as a non-smoking environment. Any
         construction personnel wanting to smoke must do so in the designated
         exterior smoking areas assigned to them Violation of this policy will
         result in a $ 100.00 fine per occurrence.

24.      All testing must be coordinated through the management office and
         building engineer as well as inspectors and contractors.

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