Exhibit 10.35**MULTI-STORY OFFICE BUILDING LEASE**      In consideration of the covenants and agreements contained herein, Lessor leases toLessee, and Lessee leases from Lessor, the premises designated below together with anyappurtenances, for the term stated below.As used in this Lease, the following terms shall have the meanings set forth below:   **Date of this Lease:** **January 20, 2006**   **Name and Address ofLessee:** **Royal American Bank**  1604 W. Colonial Parkway  Inverness, Illinois 60067-4725  Attention: Mary King Wilson   **Name and Address ofLessor:** **MEG Associates Limited Partnership**  **C/O: Town Center Realty Group LLC**  11021 Woodstock Street, Suite #200  P.O. Box # 64  Huntley, Illinois 60142-0064  847-961-6300 / 847-961-6333 - Fax   **Designation of Leased Premises:**    The floor space in the buildingcommonly known as, **Suite 100,645 Tollgate Road, Elgin, Illinois 60123** as shown on the printmarked Exhibit “A” attached hereto and made a part hereof   **Permitted Uses:** **General Office and Related Use.**   **First Day of Term:** **June 1, 2006**   **Last Day of Term:** **May 31, 2009**   **Lessee’s Percentage:** **9.73%**   **Security Deposit:** **NONE**   **Base Monthly Rent:**       **Lease Year** **MonthlyBase Rent**** ** ** **** **** ****June 1,2006 — May 31, 2007** **$****4,252.00**** ****June 1,2007 — May 31, 2008** **$****4,380.41**** ****June 1,2008 — May 31, 2009** **$****4,510.70**** **

 

**2****1.****RENT**. Throughout the term of this Lease, Lessee will pay monthly rent to Lessor as rentfor the Leased Premises. Monthly rentshall consist of the applicable Base Monthly rent as set forth on the first page of thisLease together with all monthly charges required to be paid by Lessee to Lessor pursuantto Paragraph 5 below. Monthly rent will be paid in advance on or before the first day ofeach calendar month of the term. If the term commences on a day other than the first dayof a calendar month or ends on a day other than the last day of a calendar month, thenmonthly rent will be appropriately prorated by Lessor based on the actual number ofcalendar days in such month. Monthly rent will be paid to Lessor, without written noticeor demand, and without deduction or offset, in lawful money of the United States ofAmerica at Lessor’s Address as set forth on the first page of this Lease, or to suchother address as Lessor may from time to time designate in writing. Lessee herebyacknowledges that late payment by Lessee of rent and other sums due hereunder after theexpiration of any applicable grace period will cause Lessor to incur costs notcontemplated by this Lease, the exact amount of which will be extremely difficult toascertain. Such costs include, but are not limited to, processing and accounting chargesand late charges which may be imposed on Lessor by the terms of any mortgage or trustdeed covering the Leased Premises. Accordingly, if any installment of rent or any othersums due from Lessee shall not be received by Lessor when due or if a grace period isapplicable, prior to the expiration of the grace period, Lessee shall pay to Lessor alate charge equal to 3% of such overdue amount. The parties hereby agree that such latecharge represents a fair and reasonable estimate of the costs Lessor will incur by reasonof late payment by Lessee. Acceptance of such late charges by Lessor shall in no eventconstitute a waiver of Lessee’s default with respect to such overdue amount or preventLessor from exercising any of the other rights and remedies granted hereunder. Any amountdue to Lessor, if not paid when due, shall bear interest from such date until paid at therate of 10% per annum. Payment of interest shall not excuse or cure any default hereunderby Lessee. As used on the first page of this Lease and elsewhere herein, the term “LeaseYear” shall mean a period of 365 consecutive days commencing with the Commencement Dateor its anniversary. The first Lease year shall commence on the first day of the term ofthis Lease and succeeding Lease Years shall commence annually thereafter.  It is hereby acknowledged by the parties that the leased premises consists of 3,127rentable square feet (which includes a 12.5% add on factor AKA Loss factor for Lessee’sshare of common area & public washroom). Upon execution of this lease with exhibitsattached, the parties waive any right to alter or challenge either the rentable squarefeet as calculated or any calculation in this leased based in whole or in part upon thiscalculation of rentable square feet.**2. TAXES.**Throughout the term of this Lease Lessee will pay, as additional rent hereunder, theLessee’s Percentage of all real estate taxes (general or special) payable during the currentcalendar year with respect to the Property and to the Building in which the Leased Premises arelocated, including the parcel of land on which such building is constructed and all otherimprovements thereto, (hereinafter the “Building”). Such taxes shall be equitably prorated for thefirst and last years of the Lease term. Such taxes shall be paid on an estimated basis, monthly inadvance in accordance with Paragraph 5 below. In the event Lessor successfully protests the realestate taxes, Lessor will give Lessee its proportionate share of the refund, (after payment of anyfees incurred in connection with such protest.) In the event Lessor receives a discount on itstaxes, Lessor will provide Lessee with its proportionate share of the discount. Lessee will not beresponsible for any penalties due to Lessor’s late payment of taxes.**3. INSURANCE: WAIVER OF SUBROGATION.**Prior to the commencement of the term hereof, and from time totime thereafter as required by Lessor, Lessee will provide Lessor, relative to the Lease Premises,a certificate of insurance or other evidence of (i) fire and extended coverage insurance (contentsbroad form) on Lessee’s personal property located in the Leased Premises for the full replacementvalue thereof; (ii) comprehensive general public liability insurance against claims for personalinjury, property damage or death with a combined single limit of liability not less than twomillion dollars ($2,000,000); (iii) state Worker’s Compensation Insurance in the statutory mandatedlimits; and (iv) Employers Liability Insurance with limits not less than one million dollars($1,000,000). Lessee shall, at its sole cost and expense, maintain such insurance in forcethroughout the term of this Lease, shall name Lessor and all beneficiaries, agents, and mortgageesof Lessor as additional insureds, and shall include a specific waiver of subrogation. Lessor shallmaintain a comprehensive insurance policy with respect to the Building including liabilitycoverage, loss of rents, fire and other casualty insurance for the replacement cost of the Buildingand such other coverages as Lessor’s mortgagee may reasonably require. Lessee shall pay Lessee’sPercentage of the premium on such policy during the term of the Lease. Premiums will be equitablyprorated for the first and last years of the Lease. If Lessee shall store any solvents or otherhazardous materials on the Leased Premises that result in a surcharge to Lessor’s fire insurancepremium by the Insurance Service Office of Illinois, or other similar agency or the carrier, then,Lessee shall reimburse Lessor for the entire amount of such surcharge. Lessee shall pay Lessee’sPercentage of insurance premiums on an estimated basis, monthly in advance as provided for inParagraph 5 below. Lessor and Lessee each hereby waive any and every claim for recovery from theother for any and all loss of or damage to their respective property which loss or damage iscovered by valid and collectible insurance policies, but only to the extent of the insuranceproceeds received in connection with such loss or damage under said insurance policies.**4. OPERATING AND COMMON AREA EXPENSES: LESSEE’S PERCENTAGE.**Lessor will arrange for all materialsand services necessary for the operation, management, maintenance (including preventivemaintenance), repair and/or replacement of the Building or Property and personal property used inconjunction therewith. (“Common Area Charges”) including but not limited to HVAC operation andmaintenance, landscape maintenance, janitorial services (for the Common Area), trash removal (forthe Common Area), utility charges, elevator inspection and maintenance, common area plant leasing,landscape maintenance, snow removal, exterior window cleaning, replacing exterior and common arealight bulbs, office park common area charges, operation, maintenance, and monitoring of securityand fire alarm systems, building management, pest control services, and any other expenses, whetheror not hereinbefore mentioned, customarily incurred in the operation of first class officebuildings in the Chicago metropolitan area. Lessee shall pay for Lessee’s Percentage of the CommonArea Charges, as Additional Rent on an estimated basis, monthly, in advance as provided inParagraph 5 below. Lessor agrees that Common Area Charges will not include depreciation, costs ofimprovements made for other tenants, brokers’ commissions, interest, and capital items. Any of theforegoing Common Area Charges that vary with occupancy and that are attributable to any part of theterm in which less than 100% of the rentable area of the building is occupied by tenants will beadjusted by Lessor to the amount that Lessor reasonable believes they would have been if 100% ofthe rentable area of the building had been occupied during such period. Janitorial servicesprovided by Lessor, if any, to the leased premises shall be billed directly to Lessee.Common Area Charges shall not include the following:(a). The costs of any painting or decorating of any part of the building which is or normally wouldbe occupied by tenants.(b). Thecost of any work or service performed for or facilities furnished toany tenant of the building at such tenant’s cost.(c). Thecost of correcting defects in construction of he building or inbuilding equipment, except that conditions not occasioned byconstruction defects and resulting from ordinary wear and tear anduse shall not be deemed defects for purposes of this category.(d).Management, overhead, administrative or general office expenses notdirectly related to the operation and maintenance of the building.(e). Anyinsurance premium to the extent that Lessor is entitled to bereimbursed directly and separately therefore by any tenant or otheroccupant of the building or the property.(f). Theincremental cost of any work or service performed for or materials,items, or facilities furnished to any tenant of the building orproperty to a materially greater extent or in a materially morefavorable manner than that furnished generally to all tenants of thebuilding or property.(g). Thecost of any work, service, materials, or items (including labor) forwhich Lessor is reimbursed, or entitled to a reimbursement, by atenant or by insurance or condemnation proceeds or otherwisecompensated.(h). Thecost of any improvements, repairs, alterations, additions, changes,replacements, equipment, tools, and other items which under generallyaccepted accounting principles are properly classified as capitalexpenditures (whether incurred directly or through a lease or servicecontract or otherwise).   2 Lessor/LesseeInitial Here

 
3(i). Leasing commissions, ground or other rent, non-cash items (Including, withoutlimitation, depreciation, other than permittedamortization and obsolescence) interest and principal payments on mortgages and other debt costs,distributions, dividends, or otheramounts paid to partners, shareholders, or other owners, advertising and promotional expenditures(unless agreed to by Lessee in its solediscretion).(j). The cost of preparing and/or renovating any portion of the building for occupancy by atenant.