**Exhibit 10.2****FIRST AMENDMENT TO LEASE**     THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of the **18th**day of **August**, **1999**, by and between PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delawarelimited partnership (“Landlord”), and **ebank.com, inc.**, a Georgia corporation (“Tenant”).**RECITALS****:**     Landlord and Tenant did enter into that certain Lease Agreement dated June 30, 1999 (the“Lease”), for the lease of certain premises (the “Premises”), more particularly described in theLease as Suite 230, containing approximately 3,665 square feet of Net Rentable Area on the secondfloor in that certain building known as 2690 Cumberland Parkway, according to the present system ofnaming and numbering streets and buildings in Atlanta, Cobb County, Georgia (the “Building”).     Tenant and Landlord desire to expand the Premises as set forth in this First Amendment.     NOW, THEREFORE, for and in consideration of the mutual covenants and obligations set forth inthe Lease and in this First Amendment, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Landlord and Tenant do hereby agree to amend theLease as follows: 1. Landlord and Tenant acknowledge and agree that it is the intention of theparties hereto to add approximately 980 square feet of Net Rentable Area to thePremises, presently known as Suite 240 in the Building, as more particularly describedor shown on the floor plan attached hereto as Exhibit A and made a part hereof(hereinafter referred to as the “Expansion Area”), effective as of the earlier to occurof (i) the date Tenant begins to occupy all or any portion of the Expansion Area, or(ii) October 1, 1999 (the “Expansion Area Commencement Date”). Promptly after theExpansion Area Commencement Date, Landlord shall send to Tenant a Commencement Notice,substantially in the form set forth in Exhibit D to the Lease, setting forththe Expansion Area Commencement Date and stating that the Expansion Area contains 980square feet of Net Rentable Area, and containing certain other matters relating to theExpansion Area as Landlord reasonably determines to therein set forth, and Tenant shallbe bound by the matters set forth therein. From and after the Expansion AreaCommencement Date, any and all references to the Premises contained in the Lease, asamended hereby, shall mean the original Premises, which contain 3,665 square feet ofthe Net Rentable Area, together with the Expansion Area which is hereby added as a partof the Premises, and the Expansion Area shall for all purposes be treated as a part ofthe Premises under the Lease, and all terms, conditions, covenants, warranties,agreements and provisions of the Lease, including the term, shall continue in fullforce and effect and shall apply to the Expansion Area except as expressly set forthherein to the contrary. Effective as of the Expansion Area Commencement Date, Landlordhas leased and rented, by these presents leases and rents to Tenant, and Tenant herebyleases and takes from Landlord, the Expansion Area. Tenant hereby leases the ExpansionArea on the same terms and conditions as the original Premises except as otherwise setforth herein to the contrary.  2. From and after the Expansion Area Commencement Date, the Base Rent as definedin Section 1.01(M) of the Lease for the Extended Term shall be $78,965.00 per annum($17.00 per square foot per annum of Net Rentable Area of the Premises, including boththe original Premises and the Expansion Area), subject to such increases as may beprovided in the Lease, payable in equal monthly installments of $6,580.42.  3. From and after the Expansion Area Commencement Date, Tenant’s Share, as definedin Section 1.01(K) of the Lease, for all purposes under the Lease shall be 5.061%.
 

 
 4. Notwithstanding anything to the contrary contained or implied in the Lease, asamended hereby, Tenant agrees that it will accept possession of the Expansion Area inan “as is, where is” condition during the Term, and that no representations,warranties, or inducements, with respect to any condition of the Expansion Area havebeen made by Landlord, or its designated representatives, to Tenant, or its designatedrepresentatives. In furtherance of the foregoing, Tenant hereby acknowledges that nopromises to decorate, alter, repair or improve the Expansion Area, either before orafter the execution of this First Amendment have been made to Tenant, or its designatedrepresentatives, by Landlord, or its designated representatives. Notwithstanding theforegoing, Landlord shall grant to Tenant an Improvement Credit in an amount up to$10.00 per square foot of Net Rentable Area contained in the Expansion Area, pro-ratedbased upon the number of full calendar months remaining in the initial Term of theLease as of the Expansion Area Commencement Date, toward the cost of improvements to beperformed by Landlord at Tenant’s cost and expense in the Expansion Area (the“Expansion Area Improvements”). The Expansion Area Improvements shall be constructedin the Expansion Area pursuant to the terms of Exhibit C to the Lease, as modified bythe foregoing sentence.  5. Tenant acknowledges and agrees that during the construction of the ExpansionArea Improvements Tenant shall be occupying a portion of the Premises, as expanded bythe Expansion Area, and that noise, dust, relocation of Tenant’s property and otheractivities associated with such work may be disruptive to the business operations ofTenant in the Premises. Nevertheless, Tenant hereby waives and releases any and allclaims, causes of action and actions against Landlord and its agents related to theconstruction of the Expansion Area Improvements, except for any claim against Landlordfor damage to Tenant’s personal property caused solely by the gross negligence orwillful misconduct of Landlord or its agents, contractors, or employees. Landlordshall impose upon Contractor a requirement that Contractor agree to use reasonableefforts to not unreasonably interfere with the conduct of Tenant’s business operations.No rental shall abate as a result of or arising from the construction work. Tenantshall, upon notice from Landlord or Contractor, remove or relocate forthwith, atTenant’s sole cost and expense, such portion or all of the property belonging to Tenantfrom such portion of the Premises then being affected by the construction of theExpansion Area Improvements as Landlord or Contractor shall reasonably request inconnection with the prosecution of the construction of the Expansion Area Improvements.  6. Landlord and Tenant acknowledge and agree that nothing contained in this FirstAmendment to Lease shall affect or modify Tenant’s obligations with respect to the“Must Take Space” as defined in Rider No. 2 to the Lease. To this end, Landlord andTenant agree and confirm that the Must Take Space Commencement Date shall be theearlier of (i) December 1, 1999, or (ii) the date upon which Tenant first occupies theMust Take Space or any portion thereof with Landlord’s written consent. On the MustTake Space Commencement Date, the Premises shall be further expanded to include theMust Take Space as a part of the Premises, and Tenant’s Share shall be adjustedaccordingly.  7. PRENTISS PROPERTIES LIMITED (“PPL”) HAS ACTED AS AGENT FOR LANDLORD IN THISTRANSACTION AND CHET PING REALTY (“CHET PING”) HAS ACTED AS AGENT FOR TENANT IN THISTRANSACTION. PPL AND CHET PING ARE TO BE PAID A COMMISSION BY LANDLORD. Tenantwarrants that, other than as set forth in the preceding sentence, there are no claimsfor broker’s commissions or finder’s fees in connection with its execution of thisFirst Amendment. Tenant hereby indemnifies Landlord and holds Landlord harmless fromand against all loss, cost, damage or expense, including, but not limited to,attorney’s fees and court costs, incurred by Landlord as a result of or in conjunctionwith a claim of any real estate agent or broker other than Chet Ping, if made by,through or under Tenant. Landlord hereby indemnifies Tenant and holds Tenant harmlessfrom and against all loss, cost, damage or expense, including, but not
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   limited to, attorney’s fees and court costs, incurred by Tenant as a result of or inconjunction with a claim of any real estate agent or broker, if made by, through orunder Landlord.8. Except as modified by this First Amendment, Landlord and Tenant do herebyratify and reaffirm each and every provision of the Lease. Without limiting thegenerality of the foregoing, Tenant acknowledges and confirms that Landlord’sobligations under this First Amendment, are subject to any limitations of liability setforth in the Lease, which provisions are incorporated herein by this reference. TheLease shall remain full force and effect in accordance with its terms, as modified bythis First Amendment. This First Amendment shall be construed and interpreted underthe laws of the State of Georgia and shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and permitted assigns. Allcapitalized terms used (but not defined herein) shall have the same definition andmeaning as ascribed thereto in the Lease. The Lease, together with this FirstAmendment, contain the entire agreement of the parties hereto and no representations,inducements, promises or agreements, oral or otherwise, between the parties notembodied and incorporated herein by reference shall be of any force or effect. Allcapitalized terms used herein but not defined herein shall have the meanings given themin the Lease. This First Amendment may be executed in multiple counterparts, each ofwhich shall constitute an original and all of which together shall constitute the sameinstrument. This First Amendment may not be amended or modified except by a writtenamendment, duly executed and delivered by all of the parties hereto. The submission ofthis First Amendment for examination does not constitute an offer to lease and thisFirst Amendment shall be effective only upon execution hereof by Landlord and Tenant.The signatories of Tenant represent to Landlord that they are duly authorized toexecute and deliver this First Amendment on behalf of Tenant. Tenant herebyacknowledges and agrees that, as of the date hereof, the Lease is subject to nooffsets, claims, counterclaims or defenses of any nature whatsoever. Tenant shallreceive no concessions or allowances on account of leasing the Premises during theExtended Term of the Lease. Time is of the essence hereof.     **IN WITNESS WHEREOF,**Landlord and Tenant have caused this First Amendment to be executed bytheir respective duly authorized officers, under seal, as of the day and year first above written.           LANDLORD:             PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P. a    Delaware limited partnership             By: Prentiss Properties I, Inc., general partner               By:      /s/ Charles S. Roach, Jr.                      Name: Charles S. Roach, Jr.             Title: Vice President               By:      /s/ J. Kevan Dilbeck                      Name: J. Kevan Dilbeck             Title: Senior Vice President  [Signatures Continued on Following Page]
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         TENANT:           ebank.com, inc., a Georgia corporation           By:      /s/ Rich Parlontieri                  Name: Rich Parlontieri           Title: Chairman/CEO           Attest:      /s/ Dotty Croker                  Name: Dotty Croker           Title: Executive Assistant      [CORPORATE SEAL]  
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