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                                                                    EXHIBIT 10.8

                                 LEASE AGREEMENT
                                  (MAIN OFFICE)

                                       FOR

                               BANKING FACILITIES

                                   VISION BANK

                              Gulf Shores, Alabama


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                                TABLE OF CONTENTS

1.       LEASED PREMISES ..................................................  1

2.       LEASE TERM .......................................................  1
2.1      Continuance During Term ..........................................  1
2.2      Renewal Options ...................... ...........................  1

3.       USE ..............................................................  1
3.1      Permitted Use ....................................................  1
3.2      Legal Use and Violation of Insurance Coverage ....................  1
3.3      Nuisance .........................................................  2

4.       BASE RENTAL ......................................................  2

5.       COSTS ............................................................  2

6.       SERVICES TO BE FURNISHED BY LANDLORD .............................  2
6.1      Defined Services .................................................  2

7.       GRAPHICS .........................................................  2

8.       CARE OF THE LEASED PREMISES BY TENANT ............................  2
8.1      Condition of Leased Premises at Commencement; Notice to Landlord .  2
8.2      No Waste; Regulated Materials ....................................  3

9.       REPAIRS AND ALTERATIONS BY TENANT ................................  3
9.1      Repair by Tenant .................................................  3
9.2      Compliance with Laws; Repair by Landlord .........................  3
9.3      Alterations or Additions by Tenant ...............................  3
9.4      Property of Landlord .............................................  4

10.      LAWS, REGULATIONS AND RULES ......................................  4
10.1     Applicable Ordinances ............................................  4
10.2     Building Rules ...................................................  4

11.      ENTRY BY LANDLORD ................................................  4

12.      FURNITURE, FIXTURES AND PERSONAL PROPERTY ........................  4

13.      TAXES ON TENANT'S PROPERTY .......................................  4

14.      ASSIGNMENT AND SUBLETTING ........................................  4
14.1     No Assignment Without Consent ....................................  4
14.2     Assignment or Sublease ...........................................  4
14.3     Further Assignment ...............................................  5
14.4     Assigns and Sublessees ...........................................  5
14.5     Transfers by Landlord ............................................  5

15.      MECHANIC'S LIEN ..................................................  5
15.1     Tenant Not to Permit Liens .......................................  5
15.2     Rights of Landlord; Additional Rent ..............................  5

16.      INSURANCE ........................................................  5

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16.1     Tenant ...........................................................  5
16.2     Insurance -- General .............................................  6
16.3     Subrogation ......................................................  6

17.      CASUALTY DAMAGE ..................................................  6

18.      CONDEMNATION .....................................................  6

19.      INDEMNITY ........................................................  6
19.1     Indemnification by Tenant ........................................  6
19.2     Indemnification by Landlord ......................................  7
19.3     No Liability .....................................................  7

20.      DAMAGES FROM CERTAIN CAUSES ......................................  7

21.      EVENTS OF DEFAULT/REMEDIES .......................................  7
21.1     Events of Default by Tenant ......................................  7
21.2     Landlord's Remedies for Tenant Default ...........................  8
21.3     Landlord's Remedies are Cumulative ...............................  9
21.4     Obligation to Pay Rent is Independent; No Setoff .................  9
21.5     Special Rights of Depository Institution Supervisory Authority ... 10

22.      PEACEFUL ENJOYMENT ............................................... 10
22.1     Rights of Tenant ................................................. 10
22.2     Limitation ....................................................... 10

23.      HOLDING OVER ..................................................... 10
23.1     Rental Amount .................................................... 10
23.2     No Extension of Term ............................................. 10

24.      SUBORDINATION .................................................... 10
24.1     Subject to Mortgages and Certain Leases .......................... 10
24.2     Subordination of Lease Agreement ................................. 10
24.3     Approval of Lease Agreement by Landlord's Mortgagee .............. 11
24.4     Attorney-in-Fact ................................................. 11
24.5     Estoppel Certificates; Financial Certificates .................... 11
24.6     Attornment ....................................................... 11
24.7     Notice to Mortgagees ............................................. 11

25.      ATTORNEY'S FEES .................................................. 11

26.      NO IMPLIED WAIVER ................................................ 12
26.1     No Waiver ........................................................ 12
26.2     Partial Payment .................................................. 12

27.      PERSONAL LIABILITY ............................................... 12

28.      FORCE MAJEURE .................................................... 12

29.      RELATIONSHIP OF PARTIES .......................................... 12

30.      MISCELLANEOUS .................................................... 12
30.1     Severability ..................................................... 12
30.2     Recordation ...................................................... 12

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30.3     Governing Law .................................................... 12
30.4     Time of Performance .............................................. 12
30.5     Commissions ...................................................... 12
30.6     Parking .......................................................... 12
30.7     Effect of Delivery of this Lease Agreement ....................... 12
30.8     Section Headings ................................................. 13
30.9     Entire Agreement ................................................. 13
30.10    Successors and Assigns ........................................... 13
30.11    Notices .......................................................... 13
30.12    Gender ........................................................... 13
30.13    Time of the Essence .............................................. 13
30.14    Building Name .................................................... 13
30.15    No Merger ........................................................ 13

31.      EXHIBITS AND SCHEDULES ........................................... 14


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                                    Exhibit A

                         Floor Plan of Leased Premises


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STATE OF ALABAMA

COUNTY OF BALDWIN

                                 LEASE AGREEMENT

          This Lease Agreement made and entered into on this the 5th day of
March, 2001, between GULF SHORES INVESTMENT GROUP, LLC an Alabama limited
liability company (hereinafter called "Landlord"), and VISION BANK, an Alabama
banking corporation (hereinafter called "Tenant"). Tenant's address for purposes
hereof until commencement of the term of this Lease Agreement shall be c/o
Daniel J. Sizemore, agent for bank in organization, P. O. Box 1248, Gulf Shores,
Alabama 36547, and thereafter shall be the Leased Premises (hereinafter
defined).

                              W I T N E S S E T H:

1.       LEASED PREMISES.

         Subject to and upon the terms, provisions and conditions hereinafter
set forth, and each in consideration of the duties, covenants and obligations of
the other hereunder, Landlord does hereby lease, demise and let to Tenant and
Tenant does hereby lease from Landlord those certain premises (the "Leased
Premises") in the building (the "Building") located at 2201 West 1st Avenue,
Gulf Shores, Alabama, such Leased Premises being approximately 10,312 square
feet of Rentable Area, as reflected on the floor plan of such Leased Premises
attached hereto and made a part hereof as Exhibit A.

2.       LEASE TERM.

         2.1 Continuance During Term. This Lease Agreement shall continue in
force during a period beginning on the Commencement Date (hereafter defined) and
ending on midnight on the date which is nine (9) years after the first day of
the first calendar month immediately following the calendar month in which the
Commencement Date occurs (the "Lease Term"), unless this Lease Agreement is
sooner terminated or extended to a later date under any other term or provision
of this Lease Agreement. For purposes of this Lease, the term "Commencement
Date" shall mean the earlier of (a) the date the Leased Premises are ready for
occupancy by Tenant for the operation of its business, or (b) March 5, 2001.

         2.2 Renewal Options. Provided that no Event of Default has occurred
under this Lease and is continuing, Tenant shall have an option to renew this
Lease for three additional terms of three (3) year each on the same terms and
conditions as set forth herein, except that Landlord shall be entitled to raise
the Base Rental for such extension period, in its sole discretion, and Tenant
shall thereafter have sixty (60) days to agree or terminate following receipt of
notification from Landlord not less than ninety (90) days prior to expiration of
the original lease term.

3.       USE.

         3.1 Permitted Use. The Leased Premises are to be used and occupied by
Tenant solely for general office purposes, including but not limited to the
operation of a bank.


         3.2 Legal Use and Violation of Insurance Coverage. Tenant agrees not to
occupy or use, or permit any portion of the Leased Premises to be occupied or
used for any business or purpose that is unlawful, disreputable or deemed to be
extra-hazardous. Tenant will not keep any substance or carry on or permit any
operation which might emit offensive gas, smoke, fumes, dust, odors, waste
products or conditions into other portions of the Building, or use any apparatus
which might make undue noise or set up vibrations in the Building. Tenant will
not permit anything to be done which would increase the fire and extended
coverage insurance rate on the Building or contents, and if there is any
increase in such rates by reason of acts of Tenant, then Tenant agrees to pay
such increase promptly upon demand therefor by Landlord.


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         3.3 Nuisance. Tenant agrees to conduct its business and control its
agents, employees, invitees and visitors in such manner as not to create any
nuisance, or interfere with, annoy or disturb any other tenant or Landlord in
the operation of the Building.

4.       BASE RENTAL.

         Tenant hereby agrees to pay a base annual rental (herein called the
"Base Rental") of $188,400 at the rate of $18.27 per square foot of Rentable
Area. The Tenant shall also pay, as additional rent, all such other sums of
money as shall become due and payable by Tenant to Landlord under this Lease
Agreement. The Base Rental shall be due and payable in twelve (12) equal
installments of $15,700 on the first day of each calendar month during the
initial term and any extensions or renewals thereof, and Tenant hereby agrees to
pay such rent to Landlord monthly in advance without demand and without any
reduction, abatement, counterclaim or setoff, at such address as may be
designated by Landlord. The "Base Rental," and any other additional rental shall
be collectively referred to as "Rent" or "rent." If the term of this Lease
Agreement as heretofore established commences on other than the first day of a
month or terminates on other than the last day of a month, then the Rent
provided for herein for such month or months shall be prorated and the
installment or installments so prorated shall be paid in advance. The Base
Rental shall be adjusted twice during the Lease Term:(1) upon the first day of
the fourth year of the Lease Term; and, (ii) upon the first day of the seventh
year of the Lease Term (collectively, the "Adjustment Dates"). Upon each of the
Adjustment Dates, the Base Rental shall be adjusted to a figure determined to be
"market rent" by a MAI-designated appraiser. The Tenant shall bear the expense
of such appraiser. All past due installments of rent shall bear interest at the
lesser of (i) the maximum rate permitted by applicable law, or (ii) three (3)
percentage points above the Prime Rate (hereinafter defined), from the date due
until paid. The term "Prime Rate" for purposes of this Lease Agreement, shall
mean the rate as published in the WALL STREET JOURNAL on the date or dates on
which reference to the Prime Rate is being made (or in the event no such
quotation is available on such date, as quoted on the day most immediately
preceding the date of determination on which such a quotation was available),
and shall not be subject to adjustment, but shall in no event exceed the maximum
rate provided by applicable law.

5.       COSTS.

         Tenant shall bear the expense of all insurance on the Property and
Building, common area expenses, and all real estate taxes. Tenant agrees to pay
Landlord within fifteen (15) days of receipt of invoice from Landlord or direct
billing for any charges not directly invoiced to Tenant. Any payments advanced
by Landlord shall be fully reimbursed by Tenant. Tenant acknowledges this is a
triple net lease.

6.       SERVICES TO BE FURNISHED BY LANDLORD.

         6.1 Defined Services. Tenant agrees no services are to be provided by
Landlord.

7.       GRAPHICS.

         Landlord shall provide and install, at Tenant's cost, all letters or
numerals at doors to the Leased Premises. All such letters and numerals shall be
in the standard graphics for the Building, and no others shall be used or
permitted on the Leased Premises without Landlord's prior written consent. No
signs, symbol or identifying mark shall be put upon the Building, or in the
halls, elevators, staircases, entrances, parking areas or upon the doors or
walls, without prior written consent of Landlord.

8.       CARE OF THE LEASED PREMISES BY TENANT.


     8.1 Condition of Leased Premises at Commencement; Notice to Landlord. The
taking of possession of the Leased Premises by Tenant shall be conclusive
evidence as against Tenant (a) that it accepts the Leased Premises as suitable
for the purposes for which same are leased, subject to "punch list" items to be
installed or repaired by Landlord contained in a punch list which must be
submitted, if at all, to Landlord by Tenant within ten (10) days after the
Commencement Date; (b) that it accepts the Property as being in a good and
satisfactory condition; and (c) that Tenant waives any defects in the Leased
Premises and its appurtenances and in all other parts of the Property. Any
subsequent modifications to the Leased Premises required by governmental laws,
rules or regulations, including without limitation modifications required under
the Americans with Disabilities Act of 1990 and similar legislation, shall be
the sole

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responsibility of Tenant. Landlord shall not be liable to Tenant or any of
its agents, employees, licenses, servants or invitees for any injury or damage
to person or property due to the condition or design of or any defect in the
Building or its mechanical systems and equipment which may exist or occur, or
due to the leaking of gas, water, sewer, or steam unless such injury or damage
is due to the gross negligence or willful misconduct of Landlord (but not
including the negligence or willful misconduct of Landlord's contractors); and
Tenant, with respect to itself and its agents, employees, licensees, servants
and invitees shall have the responsibility for all risks of injury or damage to
person or property, either proximate or remote, by reason of the condition of
the Leased Premises or the Property except for injury or damage caused by the
gross negligence or willful misconduct of Landlord. Except as specifically set
forth herein, no promises of the Landlord to alter, remodel, repair or improve
the Leased Premises or the Building and no representations respecting the
condition of the Leased Premises or the Building have been made by Landlord to
Tenant. At all times during the Lease Term, including any extensions thereof,
Tenant agrees to give Landlord prompt notice of any apparent defective condition
in or about the Leased Premises.

         8.2 No Waste; Regulated Materials. Tenant shall not commit waste or
allow any waste to be committed on any portion of the Leased Premises, and at
the termination of this Lease Agreement, Tenant shall deliver the Leased
Premises to Landlord in as good condition as at the date of the commencement of
the term of this Lease Agreement, ordinary wear and use excepted. Tenant shall
not treat, store, handle, generate, locate on, discharge from, or dispose on the
Leased Premises or the Building any materials regulated, controlled, limited or
restricted by governmental laws, rules, regulations or ordinances.

9.       REPAIRS AND ALTERATIONS BY TENANT.

         9.1 Repair by Tenant. Tenant shall, at Tenant's own cost and expense,
repair any damage done to the Building, or any part thereof, including
replacement of damaged portions or items, caused by Tenant or Tenant's agents,
guests, employees, invitees, licensees, customers or visitors, and Tenant
covenants and agrees to make all such repairs as may be required to restore the
Building to as good a condition as it was in prior to such damage. Tenant
further agrees to maintain and keep the interior of the Leased Premises in good
repair and condition at Tenant's expense. Repair and replacement parts,
materials and equipment shall be of a quality equivalent to those initially
installed in the Building or Leased Premises.

         9.2 Compliance with Laws; Repair by Landlord. All such work or repairs
by Tenant shall be effected in compliance with all applicable laws; provided,
however, if Tenant fails to make such repairs or replacements promptly, Landlord
may, at its option, make repairs or replacements, and Tenant shall pay to
Landlord the cost thereof, within ten (10) days of Landlord's demand therefor,
as additional rent.

         9.3 Alterations or Additions by Tenant. Tenant agrees with Landlord not
to make or allow to be made any alterations to the Leased Premises except in
compliance with the provisions of this Section.

          (a)      Tenant shall be entitled to make minor alterations such as
                   placing items on the walls of the Leased Premises so long as
                   once they are removed, Tenant repairs any damage caused
                   thereby. Any and all such alterations, physical additions, or
                   improvements, when made to the Leased Premises by Tenant,
                   shall at once become the property of Landlord and shall be
                   surrendered to Landlord upon the termination of this Lease by
                   lapse of time or otherwise; provided, however, this paragraph
                   shall not apply to movable equipment or furniture owned by
                   Tenant. If, however, Landlord so requests in writing, Tenant
                   will, immediately prior to termination of this Lease, remove
                   any and all physical additions to the Leased Premises,
                   including partitions, and will repair any damage caused by
                   such removal, all at Tenant's cost.


          (b)      If the Tenant performs any construction work on the Leased
                   Premises, Tenant's work will be performed with materials of
                   good quality. Tenant shall not do any construction work or
                   alterations, nor shall Tenant install any equipment without
                   first obtaining Landlord's written approval of the plans and
                   specifications therefor. The approval of the Landlord of such
                   plans and specifications shall not constitute the assumption
                   of any liability on the part of the Landlord for their
                   accuracy or their conformity with requirements of any
                   building code, or other municipal or governmental regulation
                   or ordinance, and Tenant shall be solely responsible for such
                   plans. Tenant shall be responsible for all necessary permits,
                   governmental or otherwise, to include special use permits,
                   signage permits, etc.

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         9.4 Property of Landlord. Any and all alterations to the Leased
Premises shall become the property of Landlord upon termination of this Lease
Agreement (except for movable equipment or furniture owned by Tenant).

10.      LAWS, REGULATIONS AND RULES.

         10.1 Applicable Ordinances. Tenant shall comply with all applicable
laws, ordinances, rules and regulations of any governmental entity, agency or
authority having jurisdiction over the Leased Premises or Tenant's use of the
Leased Premises.

         10.2 Building Rules. Tenant shall comply with the Building Rules
adopted by Landlord and set forth in Schedule 2 hereto, as they may be amended
by Landlord from time to time ( the "Building Rules"), and will cause all of its
agents, employees, invitees and visitors to do so. All changes to the Building
Rules will be furnished by Landlord to Tenant in writing.

11.      ENTRY BY LANDLORD.

         Tenant shall permit Landlord or its agents or representatives to enter
into and upon any part of the Leased Premises upon prior notice and at all
reasonable hours (and in emergencies at all times) to inspect the condition,
occupancy or use, to show the Leased Premises to prospective purchasers,
mortgagees, tenants or insurers, or to clean or make repairs, alterations or
additions. Tenant shall not be entitled to any abatement or reduction of rent by
reason of this right of entry.

12.      FURNITURE, FIXTURES AND PERSONAL PROPERTY.

         Tenant may remove its trade fixtures, office supplies and movable
office furniture and equipment not attached to the Building provided: (a) such
removal is made within (30) days after the termination of the Term of this
Lease; (b) Tenant is not in default of any obligation or covenant under this
Lease at the time of such removal at Tenant's sole cost and expense. All other
property at the Leased Premises and alterations and additions to the Leased
Premises (including wall-to-wall carpet, paneling or other wall covering) and
any other article attached or affixed to the floor, wall or ceiling of the
Leased Premises shall become the property of Landlord and shall remain upon and
be surrendered with the Leased Premises as a part thereof at the termination of
this Lease, by lapse of time or otherwise, Tenant hereby waiving all rights to
any payment or compensation therefor. If, however, Landlord so requests in
writing, Tenant will, immediately prior to termination of this Lease, remove any
and all alterations, additions, fixtures, equipment and property placed or
installed by it in the Leased premises, and not permanently affixed thereto, and
will repair any damage caused by such removal, all at Tenant's cost.

13.      TAXES ON TENANT'S PROPERTY.

         Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the Leased
Premises. If any such taxes for which Tenant is liable are levied or assessed
against Landlord or Landlord's property and if Landlord elects to pay the same
or if the assessed value of Landlord's property is increased by inclusion of
personal property, furniture or fixtures placed by Tenant in the Leased
Premises, and Landlord elects to pay the taxes based on such increase, then
Landlord shall notify Tenant, and Tenant shall pay to Landlord upon demand that
part of such taxes for which Tenant is liable hereunder.

14.      ASSIGNMENT AND SUBLETTING.

         14.1 No Assignment Without Consent. Tenant shall not assign, sublease,
transfer, pledge, or encumber this Lease Agreement or any interest therein
without Landlord's prior written consent. Any attempted assignment, sublease or
other transfer or encumbrance by Tenant in violation of the terms and covenants
of this paragraph shall be void.

         14.2 Assignment or Sublease. In the event Tenant shall desire to assign
this Lease Agreement or sublet the Leased Premises or any part thereof, Tenant
shall give Landlord written notice of such desire, along with the name of the


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proposed assignee or sublessee and a copy of the proposed assignment or sublease
instrument, at least ninety (90) days in advance of the date on which Tenant
desires to make such assignment or sublease. Landlord shall then have a period
of thirty (30) days following receipt of such notice within which to notify
Tenant in writing that Landlord elects either (i) to permit Tenant to assign or
sublet such space, (ii) to refuse such request to assign or sublease such space
(which refusal may be made by Landlord without regard to any commercially
reasonable standard), or (iii) to terminate this Lease Agreement as to the space
so affected as of the date so specified by Tenant in which event Tenant will be
relieved of all obligations arising thereafter as to such space. Any rent or
other payments otherwise due Tenant as a result of assignment or subletting of
all or any portion of the Leased Premises in excess of the rent due Landlord by
Tenant on such space hereunder shall be payable as additional rent to Landlord
by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights
it might have or ever acquire in any such proceeds to Landlord. If Landlord
should fail to notify Tenant in writing of such election within said thirty (30)
day period, Landlord shall be deemed to have elected option (i) above. No
assignment or subletting by Tenant shall relieve Tenant of any obligation under
this Lease Agreement. Any consent of Landlord hereunder is subject to receipt by
Landlord of an executed copy of the sublease or assignment.

          14.3 Further Assignment. Notwithstanding Landlord's consent on any one
occasion, the rights of Landlord set forth in Section 14.2 shall apply to any
further subletting or assignment.

         14.4 Assigns and Sublessees. The provisions of this Section shall be
binding on any permitted assigns or sublessees of Tenant.

         14.5 Transfers by Landlord. Landlord shall have the right to transfer
and assign, in whole or in part, all its rights and obligations hereunder and in
the Building and the Leased Premises referred to herein, and in such event and
upon such transfer Landlord shall be released from any further obligations
hereunder, and Tenant agrees to look solely to such successor in interest of
Landlord for the performance of such obligations.

15.      MECHANIC'S LIEN.

         15.1 Tenant Not to Permit Liens. Tenant will not create or permit to be
created or to remain, and will discharge, any lien (including, but not limited
to, the liens of mechanics, laborers, artisans or materialmen for work or
materials alleged to be done, furnished or delivered in connection with the
Leased Premises), encumbrance, or other charge upon the Leased Premises or any
part thereof, upon Landlord's interest therein, or upon Tenants leasehold
interest; provided, that Tenant shall not be required to discharge any such
liens, encumbrances or charges as may be placed upon the Leased Premises or
Building by the act of anyone other than Tenant or Tenant's agents, employees,
servants or contractors. Provided that any Landlord's Mortgagee consents thereto
in writing and Tenant complies with all requirements of such Landlord's
Mortgagee with respect thereto and provided further, Tenant furnishes security
reasonably acceptable to Landlord and any such Landlord's Mortgagee, Tenant
shall have the right to contest, in good faith by appropriate legal proceedings,
the validity or amount of any mechanics', laborers' , artisans' or materialmen's
lien or other claimed lien. On final determination of such lien or such claim
for lien, Tenant will immediately pay any judgement rendered with all proper
costs and charges and shall have such lien released or judgement satisfied at
Tenant's sole expense. Tenant will pay, protect and indemnify Landlord, within
ten (10) days after demand therefor, from and against all liabilities, losses,
claims, damages, costs and expenses, including reasonable attorneys' fees,
incurred by Landlord by reasons of the filing of any lien and/or removal of
same.

         15.2 Rights of Landlord; Additional Rent. If any such lien is claimed
against the Leased Premises, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, discharge the same. Any
amount paid by Landlord for such purposes shall be paid by Tenant to Landlord as
additional rent within ten (10) days of Landlord's demand therefor.

16.      INSURANCE.

         16.1 Tenant. Tenant shall, during the Term and at its sole expense,
obtain and keep in force, with Tenant, Landlord, and the mortgagees of Landlord,
named as insureds, as their respective interests may appear, (i) comprehensive
general liability insurance coverage, personal injury, bodily injury, broad form
property damage, operations hazard, owner's protective coverage, contractual
liability and products and completed operations liability in limits not less
than $1,000,000.00 inclusive, and (ii) fire and extended coverage insurance for
the Building in or on the Leased Premises for the full replacement value
thereof.

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         16.2 Insurance -- General. All policies of insurance to be provided or
obtained by Tenant under this Lease Agreement shall (i) name Landlord and
mortgagees of Landlord as additional insureds, and (ii) provide for notice to
Landlord at least thirty (30) days before any cancellation or termination of
said insurance. Tenant shall, upon request of Landlord, furnish Landlord with
certificates of insurance evidencing Tenant's compliance with the provisions of
this Section.

         16.3 Subrogation. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant each hereby waives (to the extent that the
party sustaining such loss is compensated by insurance proceeds) any and all
rights of recovery, claim, action or cause of action, against the other, its
agents, officers, or employees, for any loss or damage that may occur to the
Leased Premises, or any improvements thereto, or the Property, or any personal
property of such party therein, by reason of fire, the elements, or any other
cause which would be insured against under the terms of the fire and extended
coverage insurance policies referred to above, regardless of cause or origin,
including negligence of the other party hereto, its agents, officers or
employees, and covenants that no insurer shall hold any right of subrogation
against such other party, and to procure a waiver of subrogation on the part of
each of their insurers by an endorsement to all insurance policies whereby an
insurer recognizes the agreements made by the Landlord and Tenant in this
Section; provided, however, this Section shall be inapplicable if it would have
the effect, but only to the extent that it would have the effect of invalidating
any insurance coverage of Landlord or Tenant.

17.      CASUALTY DAMAGE.

         If the Leased Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt written notice thereof to Landlord. In
case the Building shall be so damaged that the substantial alteration or
reconstruction of the Building shall, in Landlord's sole opinion, be required
(whether or not the Leased Premises shall have been damaged by such casualty) or
in the event any mortgagee of Landlord's should require that the insurance
proceeds payable as a result of a casualty be applied to the payment of the
mortgage debt or in the event of any material uninsured loss to the Building,
Landlord may, at its option, terminate this Lease Agreement by notifying Tenant
in writing of such termination within ninety (90) days after the date of such
damage. If Landlord does not thus elect to terminate this Lease Agreement,
Landlord shall commence and proceed with reasonable diligence to restore the
Building to substantially the same condition in which it was immediately prior
to the happening of the casualty, except that Landlord's obligation to restore
shall not exceed the insurance proceeds actually received by Landlord as a
result of the casualty.

18.      CONDEMNATION.

         If the whole or substantially the whole of the Building or the Leased
Premises should be taken for any public or quasi-public use, by right of eminent
domain or otherwise or should be sold in lieu of condemnation, then this Lease
Agreement shall terminate as of the date when physical possession of the
Building or the Leased Premises is taken by the condemning authority. If less
than the whole or substantially the whole of the Building or the Leased Premises
is thus taken or sold, Landlord (whether or not the Leased Premises are affected
thereby) may terminate this Lease Agreement by giving written notice thereof to
Tenant, in which event this Lease Agreement shall terminate as of the date when
physical possession of such portion of the Building or Leased Premises is taken
by the condemning authority. If this Lease Agreement is not so terminated upon
any such partial taking or sale, the rent payable hereunder shall be diminished
by an equitable amount based on the portion of the Leased Premises taken, if
any, and Landlord shall, to the extent Landlord deems feasible, restore the
Building and the Leased Premises to substantially their former condition, but in
no event shall Landlord be required to spend for such work an amount in excess
of the amount received by Landlord as compensation for such damage. All amounts
awarded upon a taking of any part or all of the Building or the Leased Premises
shall belong to Landlord, and Tenant shall not be entitled to and expressly
waives all claim to any such compensation, including any award or ascertainment
for the value of Tenant's leasehold estate, which value is hereby assigned to
the Landlord. If this Lease should be terminated under any provision of this
Section, Rent shall be payable up to the date that possession is taken by the
taking authority, and Landlord will refund to Tenant any prepaid, unaccrued Rent
less any sum then owing by Tenant to Landlord.

9.      INDEMNITY.

         19.1 Indemnification by Tenant. Tenant will indemnify Landlord for, and
hold harmless Landlord from and against (a) all fines, suits, claims, demands,
liabilities, and actions (including costs and expenses of defending against


                                     Page 6


<PAGE>

all such actions) resulting or alleged to result from any breach, violation or
nonperformance of any covenant or condition hereof by Tenant, and (b) all
claims, demands, actions, damages, loss, cost, liabilities, expenses and
judgments suffered by, recovered from or asserted against Landlord on account of
injury or damage to person or property to the extent that any such damage or
injury may be incident to, arise out of, or be caused by an act, omission,
negligence or misconduct on the part of Tenant or any of its agents, servants,
employees, contractors, patrons, guests, licensees or invitees or of any other
person entering upon the Leased Premises under or with the express or implied
invitation or permission of Tenant or when any such injury or damage is the
result, proximate or remote, of the violation by Tenant or any of it agents,
servants, employees, contractors, patrons, guests, licensees or invitees of any
law, ordinance or governmental order of any kind or of any of the Rules and
Regulations included in this Lease (as such Rules and Regulations may hereafter
at any time or from time to time be amended or supplemented), or when any such
injury or damage may in any other way arise from or out of the occupancy or use
by Tenant, its agents, servants, employees, contractors, patrons, guests,
licensees or invitees of the Leased Premises.

         19.2 Indemnification by Landlord. Landlord will indemnify Tenant for,
and hold harmless Tenant from and against (a) all fines, suits, claims, demands,
liabilities, and actions (including costs and expenses of defending against all
such actions) resulting or alleged to result from any breach, violation or
nonperformance of any covenant or condition hereof by Landlord, and (b) all
claims, demands, actions, damages, loss, cost, liabilities, expenses and
judgments suffered by, recovered from or asserted against Tenant on account of
injury or damage to person or property to the extent that any such damage or
injury may be incident to, arise out of, or be caused by an act, omission,
negligence or misconduct on the part of Landlord or any of its agents, servants,
employees or contractors, or when any such injury or damage is the result,
proximate or remote, of the violation by Landlord or any of it agents, servants,
employees or contractors of any law, ordinance or governmental order of any
kind.

         19.3 No Liability. Neither Landlord nor Tenant shall be responsible or
liable to the other, their respective officers, employees, agents, contractors,
subcontractors, customers or invitees, for bodily injury, death or property
damage to the extent occasioned by the acts or omissions of any other tenant in
the Building or such tenant's officers, employees, agents, contractors,
subcontractors, customers or invitees within the Building.

20.      DAMAGES FROM CERTAIN CAUSES.

         Landlord shall not be liable to Tenant for any loss or damage to any
property, or injury to or death of any person, occasioned by theft, fire, act of
God or the public enemy, injunction, riot, strike, insurrection, war,
requisition or order of governmental body or authority or any other cause beyond
the control of Landlord.

21.      EVENTS OF DEFAULT/REMEDIES.

          21.1 Events of Default by Tenant. In the event of any failure of
Tenant to pay any rental or other sums of money when due hereunder; or any
failure to observe or perform any other of the terms, conditions or covenants of
this Lease, including but not limited to the Building Rules, to be observed or
performed by Tenant for more than ten (10) days after written notice thereof
shall have been given to Tenant; or if the Tenant's leasehold interest shall be
taken on execution or other process of law against Tenant; or if Tenant or an
agent of Tenant shall falsify any report required to be furnished to Landlord
pursuant to the terms of this Lease; or if Tenant shall fail to accept the
Leased Premises, or to promptly move into, take possession of, and operate its
business on the Leased Premises when the Leased Premises are substantially
complete; or if Tenant ceases to do business in or abandons any substantial
portion of the Leased Premises; or if Tenant should at any time during the
continuance of the Lease remove or attempt to remove the goods, furniture,
effects, improvements and personal property brought thereon out of or from the
Leased Premises (except in the ordinary course of business), without having paid
in full all rent and other applicable charges which shall become due during the
term of this Lease; or, if Tenant or any Guarantor of this Lease shall become
bankrupt or insolvent, or file a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's or any Guarantor's property; or if a petition or answer
proposing the adjudication of Tenant or any Guarantor as a bankrupt or its
reorganization under any present or future federal or state bankruptcy or
similar law shall be filed in any court and such petition or answer shall not be
discharged or denied within sixty (60) days after the filing thereof; or if
Tenant or any Guarantor makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement, or suffers this Lease to be taken
under any writ of execution, then, in any of such events, Tenant shall be deemed
in breach and default of this Lease and Landlord, in its discretion and at its
election, and in addition to all other rights and remedies it may have in law or
in equity, shall also be entitled to those rights and remedies enumerated below.

                                     Page 7

<PAGE>



         21.2 Landlord's Remedies for Tenant Default.  Subject to Section
21.5 hereof:

         (a)      In the event of a default by Tenant, the Landlord, at its
                  option (without further notice or demand of any kind to Tenant
                  or any other person except as hereinafter expressly provided)
                  shall have, in addition to all the legal and equitable
                  remedies, and the remedies described elsewhere in this Lease,
                  the following described remedies:

                  (i) Landlord shall have the right to proceed by attachment,
                  suit or otherwise to collect any delinquent rent or other
                  amounts due Landlord hereunder. In the event it is necessary
                  for Landlord to bring suit for rental payments or other
                  charges as they accrue or in order to collect any damages,
                  Landlord shall have the right to allow such rental or
                  deficiencies to accumulate and to bring an action on several
                  or all of the deficiencies at one time. Any such suit shall
                  not prejudice in any way the right of Landlord to bring a
                  similar action for subsequent rental or damage deficiencies.

                  (ii) Landlord may elect to accelerate the rent due under this
                  Lease by giving notice of such election to Tenant and, in such
                  event, Tenant shall pay at once to Landlord a sum of money
                  equal to the rentals and other charges to be paid by Tenant to
                  Landlord for the balance of the stated term of this Lease, and
                  Landlord shall have the right to proceed by attachment, suit
                  or otherwise to collect such sum or other amounts due Landlord
                  hereunder.

                  (iii) Landlord may elect to terminate this Lease by written
                  notice to Tenant specifying the date the Lease will terminate,
                  which shall not be less than three (3) days after the giving
                  of such notice, and upon such date this Lease and Lease Term
                  shall end. Landlord may immediately repossess the Leased
                  Premises and Tenant shall pay at once to Landlord as damages a
                  sum of money equal to the rentals and other charges to be paid
                  by Tenant to Landlord for the balance of the stated term of
                  this Lease, and Landlord shall have the right to proceed by
                  attachment, suit or otherwise to collect such sum or other
                  amounts due Landlord hereunder.

                  (iv) Landlord may elect to terminate Tenant's right of
                  possession without terminating this Lease, in which event
                  Tenant agrees to surrender possession and vacate the Leased
                  Premises immediately and deliver the possession to Landlord,
                  and Tenant hereby grants Landlord full and free license to
                  enter in and upon the Leased Premises or any part thereof, and
                  to expel or remove Tenant or any other person or party who may
                  be occupying or within the Leased Premises or any part
                  thereof, and remove any and all property therefrom. Such
                  property may be removed and stored in a public warehouse or
                  elsewhere at the cost of and for the account of Tenant without
                  terminating this Lease or releasing Tenant in whole or in part
                  from Tenant's obligations to pay rent and other charges and
                  perform any of the covenants, conditions and agreements to be
                  performed by Tenant as provided in this Lease and without
                  being deemed in any manner guilty of trespass, eviction or
                  forcible entry or detainer, and without becoming liable for
                  any loss or damage which may be occasioned thereby, and
                  without relinquishing Landlord's rights as herein provided. If
                  Landlord re-enters the Leased Premises without terminating
                  this Lease, then Landlord may relet the Leased Premises or any
                  part or parts thereof, either in the name of Landlord, Tenant
                  or otherwise, for a term which may at Landlord's option be
                  less than or exceed the period which would otherwise have
                  constituted the balance of the Lease Term and upon such other
                  terms and conditions as Landlord, in its sole discretion, may
                  deem advisable. Tenant or the legal representative of Tenant
                  shall pay Landlord for each month of the period which would
                  otherwise have constituted the balance of the Lease Term, any
                  deficiency between (i) one monthly installment of Rent that
                  would have been payable for the month in question but for such
                  re-entry or termination, and all charges that otherwise would
                  have become due, and (ii) the net amount, if any, of the rents
                  collected on account of the lease or leases of the Leased
                  Premises for each month of the period which would otherwise
                  have constituted the balance of the Lease Term. The refusal or
                  failure of Landlord to relet the Leased Premises or any part
                  or parts thereof shall not release or affect Tenant's
                  liability for damages; provided, however, that Landlord shall
                  use reasonable efforts to relet the Leased Premises. There
                  shall be added to the said deficiency such expenses as
                  Landlord may incur in connection with any reletting (such as
                  court costs, reasonable attorneys' fees and disbursement,
                  brokerage and expenses for putting and keeping the Leased
                  Premises in good order or for preparing the same for
                  reletting).

                                     Page 8

<PAGE>

                  Any deficiency shall be paid in monthly installments by
                  Tenant on the rent day specified in this Lease and any suit
                  brought to collect the amount of the deficiency for any month
                  shall not prejudice in any way the rights of Landlord to
                  collect the deficiency for any subsequent month by a similar
                  proceeding. No such re-entry or taking possession of the
                  Leased Premises by Landlord shall be construed as an election
                  on its part to terminate this Lease unless a written notice
                  of such termination be given to Tenant or unless the
                  termination thereof be decreed by a court of competent
                  jurisdiction. Any amount collected by Landlord from
                  subsequent tenants in excess of that provided for in this
                  Lease for the same rental period shall be credited to Tenant
                  in reduction of Tenant's liability for any rental period in
                  which the amount collected by Landlord shall be less than
                  that provided for by this Lease, but Tenant shall only be
                  entitled to receive any such excess rentals at the end of the
                  Lease Term and without interest. In all events Landlord may
                  terminate the Lease for such breach at any time thereafter
                  and after such termination Tenant shall not be entitled to
                  any claim whatsoever, of any kind or nature, for any excess
                  rental that may be collected by Landlord. The reletting of
                  the Leased Premises beyond the date originally fixed for
                  expiration of the term of the Lease shall not be deemed to
                  release Tenant from his obligations hereunder. An election to
                  re-enter the Leased Premises (without terminating the Lease)
                  and the reletting or not reletting of the Leased Premises
                  shall not thereafter prevent Landlord from electing to
                  terminate the Lease for such previous breach. In the event it
                  is necessary for Landlord to bring suit for such rental
                  payments or other charges as they accrue or in order to
                  collect any damages, Landlord shall have the right to allow
                  such rental or deficiencies to accumulate and to bring an
                  action on several or all of the deficiencies at one time. Any
                  such suit shall not prejudice in any way the right of
                  Landlord to bring a similar action for subsequent rental or
                  damage deficiencies.

         (b)      For purposes of computing the rentals and other charges due in
                  the event that Landlord elects to accelerate the rents
                  hereunder, or elects to terminate this Lease, the rental
                  payments payable to Landlord under this Lease shall include
                  the monthly Rent and other charges due monthly hereunder. In
                  addition, damages shall include interest on past due rentals
                  and other charges and Landlord's court costs and reasonable
                  attorneys fees incurred in connection with the termination of
                  this Lease because of Tenant's breach.

         (c)      If Tenant defaults in any of its obligations hereunder, then
                  Landlord, to the extent not otherwise recovered, shall be
                  entitled to recover its reasonable attorneys' fees and court
                  costs incurred by reason of Tenant's default. If Tenant shall
                  default under any of the terms and provisions of this Lease on
                  its part to be performed or observed, Landlord shall be
                  entitled to interest on any monies expended on behalf of
                  Tenant and any costs or expenses incurred by Landlord, at a
                  rate per annum equal to the interest rate set forth in
                  Section 4.


         (d)      In addition to the above-mentioned remedies, and in no way
                  limiting, excluding or waiving any remedy available to
                  Landlord as a result of a default by Tenant, Landlord shall be
                  entitled, upon Tenant's default, to sue for and recover from
                  Tenant an amount equal to the sum of all Base Rental
                  abatements, tenant finish allowances and all other concessions
                  received by Tenant prior to such event of default
                  (collectively, "Tenant Concessions"); and any Tenant
                  Concessions that would benefit Tenant after the occurrence of
                  an event of default shall automatically be deemed terminated
                  as of the date of the occurrence of such event of default.

         21.3 Landlord's Remedies are Cumulative. All the remedies of Landlord
in the event of Tenant default shall be cumulative and, in addition, Landlord
may pursue any other remedies permitted by law or in equity. Forbearance by
Landlord to enforce one or more of the remedies upon an event of default shall
not constitute a waiver of such default.

          21.4 Obligation to Pay Rent is Independent; No Setoff. The obligation
of Tenant to pay all Rent provided to be paid by Tenant and the obligations of
Tenant to perform Tenant's other covenants and duties hereunder constitute
independent and unconditional obligations to be performed at all times provided
for hereunder, save and except only when an abatement thereof or reduction
therein is herein above expressly provided for and not otherwise. Tenant waives
and relinquishes all rights which Tenant might have to claim any nature of lien
against, withhold, deduct or offset against, any Rent and other sums provided
hereunder to be paid Landlord by Tenant.



                                     Page 9

<PAGE>


         21.5 Special Rights of Depository Institution Supervisory Authority.
Notwithstanding any other provisions contained in this Lease, in the event (a)
Tenant or its successors or assignees shall become insolvent or bankrupt, or if
it or their interests under this Lease shall be levied upon or sold under
execution or other legal process, or (b) the depository institution then
operating on the Leased Premises is closed, or is taken over by any depository
institution supervisory authority ("Authority"), Landlord may, in either such
event, terminate this Lease only with the concurrence of any Receiver or
Liquidator appointed by such Authority; provided, that in the event this Lease
is terminated by the Receiver or Liquidator, the maximum claim of Lessor for
rent, damages, or indemnity for injury resulting from the termination,
rejection, or abandonment of the unexpired Lease shall by law in no event be in
an amount greater than all accrued and unpaid rent to the date of termination.

22.      PEACEFUL ENJOYMENT.

         22.1 Rights of Tenant. Subject to the other terms hereof including,
without limitation, the provisions of Section 27.1, Tenant shall and may
peacefully enjoy the Leased Premises against all persons claiming by, through or
under Landlord, provided that Tenant pays the rent and other sums herein recited
to be paid by Tenant and performs all of Tenant's covenants and agreements in
this Lease Agreement.

         22.2 Limitation. The foregoing covenant and any and all other covenants
of the Landlord shall be binding upon Landlord and its successors only with
respect to breaches occurring during its or their respective periods of
ownership of the Leased Premises. Tenant specifically acknowledges that Landlord
will make repairs, alterations and improvements to the Building from time to
time ("Building Work"), and that such Building Work may create noise audible
within the Leased Premises and dust and noise within the common areas of the
Building. Tenant agrees that Landlord shall have the right from time to time to
conduct such Building work, and that such noise and dust related to the Building
Work shall not be deemed or claimed by Tenant to be a nuisance, a breach or
disturbance of the Tenant's right of peaceful and quiet enjoyment, a breach of
any of the Landlord's obligations hereunder, or any sort of constructive
eviction.

23.      HOLDING OVER.

         23.1 Rental Amount. If Tenant holds over without Landlord's written
consent after expiration or other termination of this Lease Agreement, or if
Tenant continues to occupy the Leased Premises after termination of Tenant's
right of possession, Tenant shall throughout the entire holdover period pay rent
equal to twice the Rent that would have been applicable had the term of this
Lease Agreement continued through the period of such holding over by Tenant.

         23.2 No Extension of Term. No possession by Tenant after the expiration
of the term of this Lease Agreement shall be construed to extend the term of
this Lease Agreement unless Landlord has consented to such possession in
writing.

24.      SUBORDINATION.

         24.1 Subject to Mortgages and Certain Leases. This Lease Agreement is
and shall be subject and subordinate to any mortgage, or other lien created by
Landlord, whether now existing or hereafter arising upon the Leased Premises, or
upon the Building and to any renewals, refinancing and extensions thereof, and
to any ground or primary lease in existence at the date hereof, if any, or that
may be executed subsequent to the date hereof, and to any and all supplements,
modifications and extensions thereof heretofore or hereafter made, but Tenant
agrees that any such mortgagee or lessor shall have the right at any time to
subordinate such mortgage, or the lien thereof, or such lease to this Lease
Agreement on such terms and subject to such conditions as such mortgagee or
lessor may deem appropriate in its discretion.

         24.2 Subordination of Lease Agreement. Tenant agrees upon demand to
execute such further instruments subordinating this Lease Agreement to any
mortgage or other lien or ground or primary lease now existing or hereafter
placed upon the Leased Premises or the Building as a whole, or attorning to the
holder of any such liens or leases, as Landlord may request.

                                    Page 10


<PAGE>


          24.3 Approval of Lease Agreement by Landlord's Mortgagee. The terms of
this Lease Agreement are subject to approval by the Landlord's mortgagee(s), and
such approval is a condition precedent to Landlord's obligations hereunder.

         24.4 Attorney-in-Fact. If Tenant should fail to execute any
subordination or other agreement required by this Section, promptly as
requested, Tenant hereby irrevocably constitutes Landlord as its
attorney-in-fact to execute such instrument in Tenant's name, place and stead,
it being agreed that such power is one coupled with an interest.

         24.5 Estoppel Certificates; Financial Certificates. Tenant agrees that
it will from time to time upon request by Landlord execute and deliver to such
persons as Landlord shall request, a statement in recordable form certifying
that this Lease Agreement is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as so
modified), stating the dates to which rent and other charges payable under this
Lease Agreement have been paid, stating that Landlord is not in default
hereunder (or if Tenant alleges a default stating the nature of such alleged
default) and further stating such other matters as Landlord or such persons
shall reasonably require. At any time upon Landlord's request, Tenant agrees to
deliver to Landlord current financial statements of Tenant (with an opinion by a
certified public accountant (if available)), including a balance sheet and a
profit and loss statement for at least two (2) years, all prepared in accordance
with generally accepted accounting principles consistently applied.

         24.6 Attornment. Tenant shall, in the event of the sale or assignment
of Landlord's interest in the building of which the Leased Premises form a part,
or in the event of any proceedings brought for the foreclosure of, or in the
event of exercise of the power of sale under, any mortgage made by Landlord
covering the Leased Premises, attorn to the purchaser and recognize the
purchaser as Landlord under this Lease Agreement.

         24.7 Notice to Mortgagees. In the event of any act or omission by
Landlord which would give Tenant the right to damages from Landlord or the right
to terminate this Lease by reason of a constructive or actual eviction from all
or part of the Leased Premises or otherwise, Tenant shall not sue for such
damages or exercise any such right to terminate until (a) it shall have given
written notice of such act or omission to Landlord and to the holder(s)
(collectively, the "Landlord's Mortgagee") of the indebtedness or other
obligations secured by any first mortgage or first deed of trust affecting the
Leased Premises, if the name and address of the Landlord's Mortgagee shall
previously have been furnished to Tenant and (b) a reasonable period of time for
remedying such act or omission shall have elapsed following the giving of such
notice, during which time Landlord and Landlord's Mortgagee, or either of them,
their agents or employees, shall be entitled to enter upon the Leased Premises
and do therein whatever may be necessary to remedy such act or omission. During
the period after the giving of such notice and during the remedying of such act
or omission, the Rent payable by Tenant for such period as provided in this
Lease shall be abated and apportioned only to the extent that any part of the
Leased Premises shall be untenantable.

25.      ATTORNEY'S FEES.


         Tenant will pay, in addition to the rents and other sums agreed to be
paid hereunder, all collection and court costs incurred by Landlord, and
Landlord's reasonable attorney's fees incurred for the collection of unpaid
rents or the enforcement, defense or interpretation of Landlord's rights under
this Lease Agreement, whether such fees and costs be incurred out of court, at
trial, on appeal or in bankruptcy proceedings.

26.      NO IMPLIED WAIVER.

         26.1 No Waiver. The failure of Landlord to insist at any time upon the
strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease Agreement shall not be construed
as a waiver or a relinquishment thereof for the future.

        26.2 Partial Payment. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly installment of rent due under this Lease
Agreement shall be deemed to be other than payment on account of the earliest
rent due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or pursue any other remedy provided in
this Lease Agreement.


                                    Page 11


<PAGE>

27.      PERSONAL LIABILITY.

         The liability of Landlord (and any partner, stockholder, officer or
director of Landlord) to Tenant for any default by Landlord under this Lease
Agreement shall be limited to the interest of Landlord in the Building, and
Tenant agrees to look solely to Landlord's interest in the Building for the
recovery of any judgment from the Landlord, it being intended that Landlord (and
any partner, stockholder, officer or director of Landlord) shall not be
personally liable for any judgment or deficiency.

28.      FORCE MAJEURE.

         Whenever a period of time is herein prescribed for the taking of any
action by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation of such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental
laws, regulations or restrictions, financing, or any other cause whatsoever
beyond the control of Landlord.

29.      RELATIONSHIP OF PARTIES.

         Nothing contained in this Lease Agreement shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture between the parties
hereto, it being understood and agreed that neither the method of computation of
rent, nor any other provisions contained herein, nor any acts of the parties
herein, shall be deemed to create any relationship between the parties hereto
other than the relationship of Landlord and Tenant.

30.      MISCELLANEOUS.

         30.1 Severability. If any term or provision of this Lease Agreement, or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease Agreement or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease Agreement shall be valid and
enforced to the fullest extent permitted by law.

         30.2 Recordation. Tenant agrees not to record this Lease Agreement or
any memorandum hereof without the prior written consent of Landlord. Landlord
may record this Lease Agreement or a memorandum thereof, at its sole election.
Tenant shall, upon request by Landlord, at any time execute a short form lease
in recordable form setting forth the essential elements of this Lease,
including, but not limited to, the names of the parties, the term of the Lease
and the description of the Leased Premises.

          30.3 Governing Law. This Lease Agreement and the rights and
obligations of the parties hereto are governed by the laws of the state of
Alabama.

          30.4 Time of Performance. Except as may be otherwise expressly
provided herein, time is of the essence of this Lease Agreement with respect to
all obligations.

         30.5 Commissions. Tenant warrants and represents to Landlord that no
real estate broker and/or salesman has been involved by Tenant in this Lease,
and hereby indemnifies and agrees to hold harmless and defend Landlord against
any loss, claim, expense or liability with respect to any commissions or
brokerage fees claimed on account of the execution and/or renewal of this Lease
Agreement due to any action of the Tenant.

         30.6 Parking. Landlord grants to Tenant the right to use forty-two
parking spaces in the surface parking located adjacent to the Building.

         30.7 Effect of Delivery of this Lease Agreement. Landlord has delivered
a copy of this Lease Agreement to Tenant for Tenant's review only, and the
delivery hereof does not constitute an offer to Tenant or an option to lease.
This Lease Agreement shall not be effective until a copy executed by both
Landlord and Tenant is delivered to and accepted by Landlord.

                                    Page 12


<PAGE>


          30.8 Section Headings. The section or subsection headings are used for
convenience of reference only and do not define, limit or extend the scope or
intent of the sections or this Lease Agreement.

         30.9 Entire Agreement. This Lease and any attached schedules, exhibits
and riders constitute the entire agreement between Landlord and Tenant and no
prior or contemporaneous oral promises or representations shall be binding. This
Lease shall not be amended, changed or extended except by written instrument
signed by both parties hereto.

         30.10 Successors and Assigns. All of the covenants, agreements, terms
and conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal representatives,
successors and, to the extent assignment is permitted hereunder, their
respective assigns.

         30.11    Notices.

         (a)      To Landlord:  The Tenant shall pay the rent and shall  forward
                  all notices to Landlord at the  following  address (or at such
                  other place as Landlord may hereafter designate in writing):

                                    Mr. J. Daniel Sizemore
                                    Gulf Shores Investment Group, LLC
                                    224 West 19th Avenue
                                    Building E
                                    Gulf Shores, Alabama 36542

         (b)      To Tenant: The Landlord shall forward all notices to
                  Tenant at the following address (or at such other place as
                  Tenant may hereafter designate in writing):

                                    Mr. J. Daniel Sizemore
                                    Vision Bank
                                    2201 West 1st Street
                                    Gulf Shores, Alabama 36542

         (c)      Any notice provided for in this Lease Agreement must, unless
                  otherwise expressly provided herein, be in writing, and may,
                  unless otherwise expressly provided, be given or be served by
                  depositing the same in the United States mail or overnight
                  delivery service, postage or charges prepaid, and addressed to
                  the party to be notified, or by delivering the same in person
                  to an officer of such party.

         (d)      Notice deposited in the mail or given to an overnight delivery
                  service in the manner hereinabove shall be effective upon
                  receipt, unless such mail or delivery is unclaimed, in which
                  event notice shall be effective five (5) days after the date
                  of mailing or delivery.

         30.12 Gender. The pronouns of any gender shall include the other
genders, and either the singular or the plural shall include the other.

         30.13 Time of the Essence. In all instances where Tenant is required
hereunder to pay any sum or do any act at a particular time or within an
indicated period, it is understood that time is of the essence.

         30.14 Building Name. Landlord agrees that, so long as this Lease, and
any renewals or  replacements  hereto is in effect, the Building shall be
designated and known as the Vision Bank Building.

         30.15 No Merger. There shall be no merger of this Lease or of the
leasehold estate hereby created with the fee estate in the Leased Premises or
any part thereof by reason of the fact that the same person may acquire or hold,
directly or indirectly, this Lease or the leasehold estate hereby created or any
interest in this Lease or in such leasehold estate as well as the fee estate in
the Leased Premises or any interest in such fee estate.



                                    Page 13


<PAGE>
31.      EXHIBITS AND SCHEDULES.

         In addition to Exhibit A and Schedule 1, the following numbered
exhibits are attached hereto and incorporated herein and made a part of this
Lease for all purposes:

            Exhibit Number                         Description
            --------------                         -----------
            Exhibit A                              Floor Plan of Lease Premises


                                     Page 14



<PAGE>




         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
Agreement in multiple original counterparts effective as of the day and year
first above written.

                                    LANDLORD:

                                    GULF SHORES INVESTMENT GROUP, LLC

                                    By: /s/ J. Daniel Sizemore
                                        ----------------------
                                            Its:   Chairman

                                    TENANT:

                                    VISION BANK

                                    By: /s/ Robert S. McKean
                                        --------------------
                                            Its: President

                                    Page 15


<PAGE>

                                    EXHIBIT A

                         FLOOR PLAN OF LEASED PREMISES


                                    Page 16