Exhibit 10.17


 


LEASE


 


THIS LEASE is
made and entered into effective the 31st day of March, 2003, by and
between Dorit, LLC, a Colorado limited liability company (the “Landlord”) and
Colorado Business Bank, N.A. (the “Tenant”), who hereby mutually covenant and
agree as follows:


 


I.                                                                                         PREMISES
AND TERM


 


1.1                                 Demise,
Term and Commencement.  Landlord,
for and in consideration of the rents herein reserved and of the covenants and
agreements herein contained on the part of the Tenant herein to be kept,
observed, and performed, demises and leases to the Tenant the real property
situated in the City and County of Denver, State of Colorado, legally described
on the Exhibit A attached hereto and incorporated herein by this reference, and
commonly known and numbered as 4695 Quebec Street, Denver, Colorado 80216, to
have and to hold the Premises, together with the buildings and improvements
situated thereon and the rights, privileges and appurtenances thereto belonging
or appertaining (collectively hereinafter referred to as the “Leased Premises”)
unto Tenant for and during a term of ten (10) years commencing on the
“Commencement Date” (as defined in Section 20.1 below) and expiring ten (10)
years from the last day of the month of the Commencement Date.


 


1.2                                 Condition
of the Leased Premises.  Except as
set forth in Section 20.2 below, Tenant accepts the Leased Premises in their
“AS IS, WHERE IS” condition and acknowledges that Landlord has made no
representations or warranties of any nature whatsoever as to the suitability of
the Leased Premises for the purpose set forth in Section 2.1.  Upon the commencement of this Lease, all of
the HVAC, plumbing and other mechanical conditions of the Premises shall be in
good working condition and repair unless written notice specifically stating
the defects is delivered by Tenant to Landlord within thirty (30) days from the
Commencement Date, in which event Landlord shall repair the defect, without
cost to Tenant, as soon as is reasonably practicable.


 


II.                                                                                     PURPOSE


 


2.1                                 Purpose.  The Leased Premises shall be used and
occupied only for the purpose of a bank and related drive-through facility, and
office use; provided, however, that in no event shall the office use be for an
office involved, directly or indirectly, with pornographic media or media
involving the partial nudity of men or women.


 


2.2                                 Uses
Prohibited.  Tenant shall not permit
the Leased Premises to be used in any manner which would render the insurance
thereon void.  Tenant shall not use or
occupy the Leased Premises, or permit the Leased Premises to be used or
occupied contrary to


 


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any statute, rule, order, ordinance, requirement, or regulation
applicable thereto; or in any manner which would violate any certificate of
occupancy affecting the same, or which would cause structural injury to the
improvements or cause the value or usefulness of the Leased Premises or any
part thereof to diminish, or would constitute a public or private nuisance or
waste.


 


III.                                                                                 RENT


 


3.1                                 Rent.  Tenant shall pay to Landlord, as rent (“Base
Rent”) for the Leased Premises, at such place or places as Landlord may
designate in writing from time to time, payable monthly in advance on or before
the first day of each month in the following installments in the amount of
$8,500.00 per month.  On the “Rent
Adjustment Date” (as defined below) of each consecutive year, the monthly Base
Rent shall be increased by the increase in the “CPI-U, U.S. City Average, All
Items” (the “Index”) during the prior twelve months; provided, however, in no
event shall the monthly Base Rent (i) be less than the amount paid during the
prior twelve (12) month period, nor (ii) increase by more than four percent
(4%) over the amount paid during the prior twelve (12) month period.  In the event that the Index shall
cease to be published, the parties shall use, as the Index, the most comparable
index then published by the United States government.  All payments of rent shall be made without deduction, set off,
discount, or abatement and shall be made in lawful money of the United
States.  The “Rent Adjustment Date”
shall be the anniversary of (i) the Commencement Date if the Commencement Date
is on the first day of the month, or (ii) the first day of the month following
the Commencement Date if the Commencement Date is not on the first day of the
month.


 


3.2                                 Additional Rent. 
In addition to the rental payable pursuant to Section 3.1 hereof, Tenant
shall pay to Landlord, as additional rent, within twenty (20) days upon demand,
one hundred percent (100%) of the cost of operating and maintaining the Leased
Premises, including without limitation, all parking areas (including
re-striping and re-surfacing as necessary), access roads, sidewalks, landscaped
space, exterior and interior sprinkler systems.  Operating and maintaining such areas and facilities shall
include, without limitation, repairs to the roof (but not roof replacement),
electrical, heating, air conditioning systems, roof mounted mechanical equipment,
furnishing exterior and parking area lighting and all charges pertaining to the
said lighting, cleaning, snow removal, care of grass, shrubs and plants,
interior and exterior sprinkler systems and all charges pertaining to the
sprinkler systems, payment of water, sewerage and storm drainage charges, trash
removal, lighting fixtures, plumbing fixtures, boilers and heating apparatus,
pipes and conduits, fire alarm systems, and general maintenance of the Leased
Premises.  Landlord shall enter into a
preventative maintenance agreement for the HVAC units located on the Leased
Premises providing for maintenance at


 


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least once each calendar quarter and Tenant
shall pay for such preventative maintenance agreement as additional rent.
Tenant shall pay to Landlord monthly installments each of which shall be equal
to one-twelfth (1/12) of the estimated annual charges for the matters set forth
in this Section (the “Operating Expense Escrow Account”), to be held by
Landlord and disbursed by Landlord to pay the said costs before any penalty or
interest shall accrue thereon. Estimates are to be made solely by Landlord and
payments shall be made on the first day of the month.  No interest shall be payable by Landlord on the Operating Expense
Escrow Account unless, and then only to the extent that, applicable law shall
otherwise require.  All overpayments to
the Operating Expense Escrow Account shall be applied to reduce future payments
to the Operating Expense Escrow Account, if any, or shall be returned to Tenant,
at the sole discretion of Landlord unless otherwise required by other
applicable law.


 


3.3                                 Landlord’s
Accounting Practices and Records.  Landlord shall maintain records with respect
to the additional rent charged pursuant to this Lease.  It is contemplated that the general
computation of additional rent will be on a cash basis; provided, however, that
Landlord shall make reasonable and appropriate accrual adjustments to ensure
that each lease year includes substantially the same recurring items.  Landlord reserves the right to apply a full
accrual system of accounting so long as the same is consistently applied and
Tenant’s obligations are not materially adversely affected.  Within 120 days after the end of each
calendar year, or as soon thereafter as practicable, Landlord shall provide a
statement (the “Reconciliation Statement”) to Tenant showing: (a) the amount of
actual additional rent for such calendar year, with a listing of amounts for
major categories of expenses, (b) any amount paid by Tenant towards additional
rent during such calendar year on an estimated basis, and (c) any further
revised estimate of Tenant’s obligations for additional rent for the current
calendar year.  Tenant or its
representative (acting on a non-contingent fee basis) shall have the right to
review such records by sending notice to Landlord no later than one hundred
twenty (120) days following the furnishing of the Reconciliation Statement
specifying such records as Tenant reasonably desires to review.  Such review shall be subject to the
continuing condition that Tenant not be in default under this Lease, and
subject to reasonable scheduling by Landlord during normal business hours at
the place or places where such records are normally kept.  No later than thirty (30) days after
Landlord makes such records available for review, Tenant shall send Landlord
notice specifying any exceptions that Tenant takes to matters included in such Reconciliation
Statement, Tenant’s detailed reasons for each exception which support a
conclusion that such exception properly identifies an error in such Reconciliation
Statement, and a complete copy of the review report. Such Reconciliation Statement
shall be considered final and binding on


 


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Tenant, except as to matters to which exception is
taken after review of Landlord’s records in the foregoing manner and within the
foregoing times.  The foregoing times
for sending Tenant’s notices hereunder are critical to Landlord’s budgeting
process, and are therefore of the essence of this Section.  If Tenant takes timely exception as provided
herein, Landlord may seek certification from an independent certified public
accountant or financial consultant (who shall be subject to Tenant’s reasonable
approval) as to the proper amount of additional rent or the items as to which
Tenant has taken exception.  In such
case: (i) such certification shall be considered final and binding on both
parties (except as to additional amounts not then known or omitted by error),
and (ii) Tenant shall pay Landlord for the cost of such certification, unless
it shows that the Additional Rent was overstated by a net amount of five
percent (5%) or more.  Pending review of
such records and resolution of any exceptions, Tenant shall pay the Additional
Rent in the amounts shown on such Reconciliation Statement, subject to credit,
refund or additional payment after any such exceptions are resolved.  In the event that the Tenant’s examination
discloses an overcharge in excess of five percent (5%), Landlord shall promptly
refund such overcharge and shall pay to Tenant all reasonable costs incurred
for the examination.


 


3.4                                 Late
Charges.  Each and every installment
of rent, and each and every payment of other charges hereunder, which is not paid
within ten (10) days of when it is due, shall be assessed a late charge which
amount shall be the greater of (i) Five Hundred and no/100 Dollars ($500.00),
or (ii) the amount which is equal to interest at the rate of twelve percent
(12%) per annum from the date when the same is payable under the terms of this
Lease until the same shall be paid.


 


IV.                                                                                IMPOSITIONS


 


4.1                                 Payment
by Tenant.  Tenant shall pay to
Landlord as additional rent for the Leased Premises all taxes and assessments,
general and special, water and sewer charges and all other impositions,
ordinary and extraordinary, of every kind and nature whatsoever, which may be
levied, assessed, or imposed upon the Leased Premises or upon any improvements
or personal property at any time situated thereon, including, but not limited
to all of the personal property taxes and real property taxes (the
“Impositions”).  All Impositions shall
be paid by Tenant to Landlord in monthly installments each of which shall be equal
to one-twelfth (1/12) of the estimated annual real property taxes and
assessments pertaining to the Premises (the “Tax Escrow Account”), to be held
by Landlord and disbursed by Landlord to pay the taxes before any penalty or
interest shall accrue thereon. 
Estimates are to be made solely by Landlord and payments shall be made
on the first day of the month.  In the
event that the funds in the Tax Escrow Account are insufficient to pay the
Impositions, Tenant


 


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shall pay the requisite amount within twenty (20) days after Landlord
bills Tenant therefor.  No interest
shall be payable by Landlord on the Tax Escrow Account unless, and then only to
the extent that, applicable law shall otherwise require.  All overpayments to the Tax Escrow Account
shall be applied to reduce future payments to the Tax Escrow Account, if any,
or shall be returned to Tenant, at the sole discretion of Landlord unless
otherwise required by other applicable law.


 


4.2                                 Alternative
Taxes.  If, at any time during the
term of this Lease, the method of taxation prevailing at the commencement of
the term hereof shall be altered so that any new tax, assessment, levy,
imposition, or charge, or any part thereof, shall be measured by or be based in
whole or in part upon the Lease, the Leased Premises, the real estate, the
rent, additional rent, or other income therefrom and shall be imposed upon
Landlord, then all such taxes, assessments, levies, impositions, or charges, or
the part thereof, to the extent that they are so measured or based, shall be
deemed to be included within the meaning of “Impositions” for the purposes
hereof, to the extent that such Impositions would be payable if the Leased
Premises were the only property of Landlord subject to such Impositions as so
defined.  There shall be excluded from
Impositions all municipal, county, state, or federal income taxes, federal
excess profit taxes, franchise, capital stock, and federal or estate
inheritance taxes of Landlord.


 


V.                                                                                    INSURANCE


 


5.1                                 Tenant’s
Insurance.  As additional rent for
the Leased Premises, Tenant further agrees to provide commercial general
liability insurance with bodily injury limits of not less than $1,000,000.00
per each occurrence and a general aggregate of $2,000,000.00, written with a
company having a Best’s key rating of A- or better and a financial size
category of class 10 or better, with deductibles in such amounts as specified
by Landlord in Landlord’s reasonable discretion, and shall name Landlord or its
assigns under said insurance policy as additional insureds.  Tenant shall furnish to Landlord a
certificate of insurance indicating that said policy is in full force and
effect, that Landlord has been named as an additional insured and that said
policy will not be cancelled or materially changed unless thirty (30) days’
prior written notice of the proposed cancellation or material change has been
given to Landlord.  Tenant shall be
responsible for insuring its own personal property and all of the currency
located at the Leased Premises.


 


5.2                                 Landlord’s
Insurance.  Landlord shall keep the
Leased Premises insured for the replacement cost of the building on the
insurance industry “special” form of insurance coverage and lost rents, and at
Landlord’s option, insurance for liability, earthquake, and flood.  As additional rent, Tenant shall pay the


 


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cost of the premiums for the said insurance.  Tenant shall pay to Landlord monthly installments each of which
shall be equal to one-twelfth (1/12) of the estimated annual premiums for the
said insurance (the “Insurance Escrow Account”), to be held by Landlord and
disbursed by Landlord to pay the insurance premiums as they become due;
provided, however that no escrow shall be required for as long as the Tenant is
the occupant of the Leased Premises unless (i) Landlord is required to escrow
insurance premiums by any lender who holds a deed of trust or mortgage against
the Leased Premises, or (ii) Tenant is in default under this Lease.  Estimates are to be made solely by Landlord
and payments shall be made on the first day of the month or such other day of
the month designated by Landlord. In the event that the funds in the Insurance
Escrow Account are insufficient to pay the premiums, Tenant shall pay the
requisite amount within twenty (20) days after Landlord bills Tenant
therefor.  No interest shall be payable
by Landlord on the Insurance Escrow Account unless, and then only to the extent
that, applicable law shall otherwise require. 
All overpayments to the Insurance Escrow Account shall be applied to
reduce future payments to the insurance escrow account, if any, or shall be
returned to Tenant, at the sole discretion of Landlord unless otherwise
required by other applicable law.


 


5.3                                 Mutual
Waiver of Subrogation Rights. 
Whenever (a) any loss, cost, damage, or expense resulting from fire,
explosion, or any other casualty or occurrence is incurred by either of the
parties to this Lease, or anyone claiming by, through, or under it in
connection with the Leased Premises, and (b) such party is then covered in
whole or in part by insurance with respect to such loss, cost, damage, or
expense or required under this Lease to be so insured, then the party so
insured (or so required) hereby releases the other party from any liability
said other party may have on account of such loss, cost, damage, or expense to
the extent of any amount recovered by reason of such insurance (or which could
have been recovered had such insurance been carried as so required) and waives
any right of subrogation which might otherwise exist in or accrue to any person
on account thereof.  Notwithstanding
anything herein to the contrary, each party shall remain fully liable for the
payment of deductibles under their respective insurance policies.


 


VI.                                                                                
DAMAGE OR DESTRUCTION


 


6.1                                 Replacement
of Building.  In the event the
Leased Premises or a portion thereof shall become untenantable on account of
damage by fire, act of God, or other casualty, Landlord shall be given the
option to correct the deficiency or condition which shall render the Leased
Premises untenantable.  Landlord shall
have one hundred eighty (180) days from the date of its notice to Tenant to
effect such repairs; provided, however, the said time period may be extended if
there is an event of force majeure. 
During the period


 


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from Landlord’s actual knowledge of damage to the Leased Premises until
the Leased Premises are restored to their prior condition and possession
thereof given to Tenant, the rent (Base Rent and all additional rent) shall
abate upon the portion of the Leased Premises that is untenantable, except that
if the Leased Premises become untenantable due to the actions of the Tenant or
its agents, employees or invitees, the rent shall continue in full force and
effect and shall not abate.  Landlord
shall not in any case be liable for any loss of profits or income occasioned to
Tenant during such period.  In the event
said repair has not been completed within the period specified, then Tenant may
have the option to cancel this Lease. 
If either the Landlord or the Tenant terminates this Lease as above
provided in this section, any monies due and owing to the Landlord at the date
of damage shall be paid by the Tenant to the date that Tenant vacates the
Leased Premises, and all further obligations on the part of both parties hereto
shall cease and Landlord shall incur no obligation whatsoever from the
termination of this Lease.


 


VII.                                                                            CONDEMNATION


 


7.1                                 Taking
of Whole.  If the whole of the
Leased Premises shall be taken or condemned for a public or quasi-public use or
purpose by a competent authority, or if such a portion of the Leased Premises
shall be so taken that as a result thereof the balance cannot be used for the
same purpose as expressed in Article II, then in either of such events, this
Lease shall terminate upon delivery of possession to the condemning authority,
and any award, compensation, or damages (hereinafter sometimes called the
“Award”), shall be paid to and be the sole property of Landlord, but nothing
herein shall preclude Tenant from claiming and recovering from the condemning
authority, but not from the Landlord, such compensation as may be separately
awarded or recoverable by Tenant in Tenant’s own right on account of any and
all damage to Tenant’s business by reason of the condemnation and for or on
account of any cost or loss to which Tenant might be put in removing Tenant’s
merchandise, furniture, fixtures, leasehold improvements and equipment.  Tenant shall continue to pay rent until the
Lease is terminated, and any Impositions prepaid by Tenant shall be adjusted
between the parties.


 


7.2                                 Partial
Taking.  If only a part of the
Leased Premises shall be so taken or condemned, and, as a result thereof, the
balance of the Leased Premises can be used for the same purpose as expressed in
Article II, this Lease shall not terminate, and Tenant shall repair and restore
the Leased Premises and all improvements thereon at the sole cost and expense
of the Tenant; provided, however, that Landlord shall pay to Tenant, after the
Leased Premises have been repaired and restored, such portion of the Award
which has been specifically allocated for and has been paid to Landlord by the
condemning authority for the repair and restoration


 


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of the Leased Premises.  Rent
shall be equitably abated following such taking.  Any Award shall be paid to and be the sole property of Landlord,
but nothing herein shall preclude Tenant from claiming and recovering from the
condemning authority, but not from the Landlord, such compensation as may be
separately awarded or recoverable by Tenant in Tenant’s own right on account of
any and all damage to Tenant’s business by reason of the condemnation and for
or on account of any cost or loss to which Tenant might be put in removing
Tenant’s merchandise, furniture, fixtures, leasehold improvements and
equipment.  Notwithstanding anything
herein to the contrary, Tenant shall have the right to terminate this Lease if
the partial taking results in there being inadequate parking for the Leased
Premises, the drive thru facilities are taken, or a part of the building is
taken.


 


VIII.                                                                        MAINTENANCE
AND ALTERATIONS


 


8.1                                 Maintenance.  Notwithstanding anything in this Lease to
the contrary, the Landlord shall be responsible for maintaining the structural
exterior walls (excluding painting) and replacing the roof at the Landlord’s
sole cost and expense.  Tenant shall, to
the extent possible, keep the Leased Premises from falling temporarily out of
repair or deteriorating.  Tenant shall
fully comply with all health and police regulations in force, and shall conform
with the rules and regulations of fire underwriters or their fire protection
engineers.  Tenant shall promptly remove
any debris left in the parking area or other exterior areas of the Leased
Premises by Tenant, its employees, agents, contractors or invitees.


 


8.2                                 Alterations.  Tenant shall not create any openings in the
roof or exterior walls, nor shall Tenant make any alterations or additions to
the Leased Premises without the prior written consent of the Landlord, which
consent shall not be unreasonably withheld. 
In the event of an improvement or alteration, Landlord shall have the
right to determine (at the time such approval is given) whether it shall be
left or removed at the expiration or termination of the Lease, except as
required by any governmental authority. 
Tenant shall be responsible to make all additions, improvements,
alterations, and repairs on the Leased Premises and on and to the appurtenances
and equipment thereof, required by any governmental authority or which may be
made necessary by the act or neglect of any person, firm or corporation,
private or public, claiming by, through or under Tenant.  Any improvement or alteration shall be done
in a good and workmanlike manner and in compliance with all applicable permits
and authorizations and building and zoning laws, and with all other laws,
ordinances, rules, regulations, and requirements of all Federal, State, and
municipal governments, departments, commissions, boards, and officers, and in
accordance with the orders, rules, and regulations of the National Board of
Fire Underwriters or any other body exercising similar functions.  Upon completion of any work by or on


 


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behalf of Tenant, the Tenant shall provide Landlord with such documents
as Landlord may require (including, without limitation, sworn contractor’s
statements and supporting lien waivers) evidencing payment in full for such
work. Tenant shall provide Landlord with sufficient advance written notice of
the commencement of any work which may result in a mechanic’s or materialman’s
lien against the Leased Premises so that the Landlord can post sufficient
notices of non-liability. Tenant shall be responsible to make all alterations
so that the Leased Premises are in full compliance with the Americans with
Disabilities Act.


 


IX.                                                                                ASSIGNMENT
AND SUBLETTING


 


9.1                                 Consent
Required.  Tenant shall not, without
Landlord’s prior written consent, which consent shall not be unreasonably
withheld, (a) assign, convey, or mortgage this Lease or any interest under it;
(b) allow any transfer thereof or any lien upon Tenant’s interest by operation
of law; (c) sublet the Leased Premises or any part thereof; or (d) permit the
use or occupancy of the Leased Premises or any part thereof by anyone other
than Tenant.  No permitted assignment or
subletting shall relieve Tenant of Tenant’s covenants and agreements hereunder,
and Tenant shall continue to be liable as a principal and not as a guarantor or
surety, to the same extent as though no assignment or subletting had been made.


 


9.2                                 Successors
and Assigns.  Except as so
restricted elsewhere in this Lease, the obligations and rights under this Lease
shall be binding upon and inure to the benefit of the heirs, administrators,
executors, successors and assigns of the parties; provided, however, that any
assignment or subletting by the Tenant in violation of the terms of this Lease
shall not vest any rights whatsoever in the assignee or subtenant.


 


X.                                                                                    LIENS
AND ENCUMBRANCES


 


10.1                           Encumbering
Title.  Tenant shall not do any act
which shall in any way encumber the title of Landlord in and to the Leased
Premises, nor shall the interest or estate of Landlord in the Leased Premises
be in any way subject to any claim by way of lien or encumbrance, whether by
operation of law or by virtue of any express or implied contract by
Tenant.  Any claim to, or lien upon, the
Leased Premises arising from any act or omission of Tenant shall accrue only
against the leasehold estate of Tenant and shall be subject and subordinate to
the paramount title and rights of Landlord in and to the Leased Premises.


 


10.2                           Liens
and Right to Contest.  Tenant shall
not permit the Leased Premises to become subject to any mechanics’, laborers’,
or materialmen’s lien on account of labor or materials furnished to Tenant or
claimed to have been furnished to Tenant in connection


 


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with work of any character performed or claimed to have been performed
on the Leased Premises by, or at the direction or sufferance of, Tenant;
provided, however, that the Tenant shall have the right to contest in good
faith and with reasonable diligence the validity of any such lien or claimed
lien, if Tenant shall give to Landlord such security as may be deemed to be
satisfactory to Landlord to insure payment thereof and to prevent any sale,
foreclosure, or forfeiture of the Leased Premises by reason of non-payment
thereof; provided further, however, that on final determination of the lien or
claim for lien, Tenant shall immediately pay any judgment rendered, with all
proper costs and charges, and shall have the lien released and judgment
satisfied.


 


XI.                                                                                UTILITIES


 


11.1                           Utilities.  Tenant shall purchase all utility services,
including but not limited to fuel, water, sewer and electricity from the
utility or municipality providing such service, and shall pay for such services
when such payments are due.  If such
utilities are not billed directly to Tenant but are billed to Landlord, Tenant
shall reimburse Landlord, as additional rent, within twenty (20) days after
Landlord bills Tenant therefor.


 


XII.                                                                            INDEMNITY
AND WAIVER


 


12.1                           Indemnity.  Tenant shall protect, indemnify and save
harmless Landlord from and against all liabilities, obligations, claims,
damages, penalties, causes of action, claims for relief, costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses)
imposed upon or incurred by or asserted against Landlord by reason of (a) any
accident, injury to, or death of persons or loss of or damage to property
occurring on or about the Leased Premises or resulting from any act or omission
of Tenant or anyone claiming by, through, or under Tenant; (b) any failure on
the part of Tenant to perform or comply with any of the terms of this Lease; or
(c) performance of any labor or services or the furnishing of any materials or
other property in respect of the Leased Premises or any part thereof.  In case any action, suit, or proceeding is
brought against Landlord by reason of any such occurrence, Tenant will, at
Tenant’s expense, resist and defend such action, suit, or proceeding, or cause
the same to be resisted and defended by counsel approved by Landlord.  Notwithstanding anything herein to the
contrary, Landlord shall protect, indemnify and save harmless Tenant from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, claims for relief, costs and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) imposed upon or incurred by or
asserted against Tenant by reason of Landlord’s gross negligence or intentional
torts.


 


12.2                           Waiver
of Certain Claims.  Tenant waives
all claims it


 


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may have against Landlord for damage or injury to person or property
sustained by Tenant or any persons claiming through Tenant or by any occupant
of the Leased Premises, or by any other person, resulting from any part of the
Leased Premises or any of its improvements, equipment, or appurtenances
becoming out of repair, or resulting directly or indirectly from any act or
neglect of any tenant or occupant of any part of the Leased Premises or of any
other person, including Landlord to the extent permitted by law.  This Section shall include, but not by way
of limitation, damage caused by water, snow, frost, steam, excessive heat or
cold, sewage, gas, odors, or noise, or caused by bursting or leaking of pipes
or plumbing fixtures, and shall apply equally whether any such damage results
from the act or neglect of Tenant or of other tenants, or occupants of any part
of the Leased Premises or of any other person, including Landlord to the extent
permitted by law, and whether such damage be caused by or result from any thing
or circumstance above mentioned or referred to, or to any other thing or
circumstance whether of a like nature or of a wholly different nature.  All personal property belonging to Tenant or
any occupant of the Leased Premises that is in or on any part of the Leased
Premises shall be there at the risk of the Tenant or of such other person only,
and Landlord shall not be liable for any damage thereto or for the theft or
misappropriation thereof. 
Notwithstanding anything herein to the contrary, Tenant does not waive
any claims against Landlord which are due to Landlord’s gross negligence or
intentional torts.


 


XIII.                                                                        RIGHTS
RESERVED TO LANDLORD


 


13.1                           Rights
Reserved to Landlord.  Without
limiting any other rights reserved or available to Landlord under this Lease,
at law or in equity, Landlord, on behalf of itself and its agents reserves the
following rights to be exercised at Landlord’s election:


 


(a)                                  To
enter the Leased Premises with reasonable frequency during business hours upon
a minimum of 24 hours notice (or at any time during an emergency) for the
purpose of inspecting the same, and making necessary repairs in the event that
such repairs are not made by Tenant as per the terms of this Lease.


 


(b)                                 Upon
24 hours notice to Tenant, to show the Leased Premises to prospective
purchasers, mortgagees, or other persons having a legitimate interest in
viewing the same, and, at any time during the year prior to expiration of this
Lease, to persons wishing to lease the Leased Premises.


 


(c)                                  During
the last six (6) months of the Lease term or at any time that the Tenant is in
default of this Lease, to place and maintain “For Rent” or “For Sale” signs in
or on the Leased Premises.


 


11

















 


Landlord may enter upon the
Leased Premises for any and all of said purposes and may exercise any and all
of the foregoing rights hereby reserved without being deemed guilty of any
eviction or disturbance of Tenant’s use or possession of the Leased Premises,
and without being liable in any manner to Tenant.  Notwithstanding anything herein to the contrary, provided that
there has been no default under this Lease and provided further that Tenant is
the then tenant under this Lease, Landlord agrees that it will not place a sign
on the Lease Premises unless Tenant (i) ceased its business operations at the
Leased Premises, or (ii) has announced or placed a sign on the Leased Premises
announcing that it is moving to another location.


 


XIV.                                                                       QUIET
ENJOYMENT


 


14.1                           Quiet
Enjoyment.  So long as Tenant is not
in default under the covenants and agreements of this Lease, Tenant’s quiet and
peaceable enjoyment of the Leased Premises shall not be disturbed or interfered
with by Landlord or by any person claiming by, through, or under Landlord.


 


XV.                                                                           SUBORDINATION
OR SUPERIORITY


 


15.1                           Subordination
or Superiority.  The rights and
interest of Tenant under this Lease shall be subject and subordinate to any
mortgage or deed of trust that hereafter may be placed upon the Leased Premises
by Landlord and to any and all advances to be made thereunder, and to the
interest thereof, if the mortgagee or trustee named in said mortgage or deed of
trust shall elect to subject and subordinate the rights and interest of Tenant
under this Lease to the lien of its mortgage or deed of trust and shall agree
to recognize this Lease in the event of foreclosure if Tenant is not in default
(which agreement may, at such mortgagee’s option, require attornment by
Tenant).  Any such mortgagee or trustee
may elect to give the rights and interest of Tenant under this Lease priority
over the lien of its mortgage or deed of trust.  In the event of each such election and upon notification by such
mortgagee or trustee to Tenant to that effect, the rights and interest of
Tenant under this Lease shall be deemed to be subordinate to, or have priority
over, as the case may be, the lien of said mortgage or deed of trust, whether
this Lease is dated prior to or subsequent to the date of said mortgage or deed
of trust.  Tenant shall execute and
deliver whatever instruments may be required for such purposes, and in the
event Tenant fails to do so within ten (10) days after demand in writing,
Tenant does hereby make, constitute, and irrevocably appoint Landlord as its
attorney in fact and in its name, place, and stead to do so.


 


XVI.                                                                       SURRENDER


 


16.1                           Surrender.  Upon the termination of this Lease,


 


12

















 


whether by forfeiture, lapse of time, or otherwise, or upon the
termination of Tenant’s right to possession of the Leased Premises, Tenant
shall at once surrender and deliver up the Leased Premises, together will all
improvements thereon, to Landlord in good condition and repair, reasonable wear
and tear and loss by fire or other casualty excepted. Said improvements shall
include all plumbing, lighting, electrical, heating, cooling and ventilating
fixtures and equipment, and other articles of personal property used in the
operation of the Leased Premises.  All
additions, hardware, and all improvements, temporary or permanent, in or upon
the Leased Premises placed there by Tenant shall become Landlord’s property and
shall remain upon the Leased Premises upon such termination of this Lease.   If Landlord so requests removal of said
additions, hardware, and improvements as provided for in Section 8.2 of this
Lease, and Tenant does not make such removal at said termination of this Lease,
Landlord may remove and deliver the same to any other place of business of
Tenant or warehouse the same, and Tenant shall pay the cost of such removal,
delivery, and warehousing to Landlord on demand.  Notwithstanding anything herein to the contrary, Tenant shall
remove from the Leased Premises all of its banking equipment, including the
vault, and all kitchen appliances.


 


16.2                           Removal
of Tenant’s Property.  Upon the
termination of this Lease by lapse of time, Tenant shall remove Tenant’s
property provided, however, that Tenant shall repair any injury or damage to
the Leased Premises that may result from removals.  Notwithstanding anything herein to the contrary, the vault shall
not be removed by Tenant upon the expiration or termination of this Lease and the
vault shall be deemed to be the property of Landlord; provided, however, that
the safety deposit boxes located in the vault shall be removed by Tenant as
Tenant’s property.  If Tenant does not
remove Tenant’s property from the Leased Premises prior to the end of the term,
however ended, Landlord may, at its option, remove the same and deliver the
same to any other place of business of Tenant or warehouse the same, and Tenant
shall pay the cost of such removal (including the repair of any injury or
damage to the Leased Premises resulting from such removal), delivery and
warehousing to Landlord on demand, or Landlord may treat such property as
having been conveyed to Landlord with this Lease as a Bill of Sale, without
further payment or credit by Landlord or Tenant.


 


16.3                           Holding
Over.  If after the expiration of
the term of this Lease, Tenant shall remain in possession of the Leased
Premises and continue to pay rent without any express written agreement as to
such holding over, then such holding over shall be deemed and taken to be a
holding over upon a tenancy from month to month at a monthly rental equivalent
to one hundred twenty-five percent (125%) of the minimum rental hereinabove set
forth for the last year of this Lease, such payments to be made as hereinabove
provided.  In the event of such holding
over, all the terms of this


 


13

















 


Lease as herein set out are to remain in full force and effect on said
month to month basis.


 


XVII.                                                                   REMEDIES


 


17.1                           Defaults.  Tenant agrees that any one or more of the
following events shall be considered an event of default as said term is used
herein:


 


(a)                                  Tenant shall be
adjudged an involuntary bankrupt, or a decree or order approving, as properly
filed, a petition or answer filed against Tenant asking reorganization of
Tenant under the Federal bankruptcy laws as now or hereafter amended, or under
the laws of any state, shall be entered, and any such decree or judgment or
order shall not have been vacated or set aside within sixty (60) days from the
date of the entry or granting thereof; or


 


(b)                                 Tenant shall file or
admit the jurisdiction of the court and the material allegations contained in
any petition in bankruptcy or any petition pursuant or purporting to be
pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant
shall institute any proceedings or shall give its consent to the institution of
any proceedings for any relief of Tenant under any bankruptcy or insolvency
laws or any laws relating to the relief of debtors, readjustment of indebtedness,
reorganization, arrangements, composition, or extension; or


 


(c)                                  Tenant shall make any
assignment for the benefit of creditors or shall apply for or consent to the
appointment of a receiver for Tenant or any of the property of Tenant; or


 


(d)                                 The Leased Premises
are levied upon by any revenue officer or similar officer and Tenant shall fail
to contest the validity of the levy and give security to Landlord to insure
payment thereof, or having commenced to contest the same and having given such
security, shall fail to prosecute such contest with diligence, or shall fail to
have the same released and satisfy any judgment rendered thereon, and such
default continues for ten (10) days after notice thereof in writing to Tenant;
or


 


(e)                                  A decree or order appointing
a receiver of the property of Tenant shall be made, and such decree or order
shall not have been vacated or set aside within sixty (60) days from the date
of entry or granting thereof; or


 


14

















 


(f)                                    Tenant shall
abandon the Leased Premises or vacate the same during the term hereof; or


 


(g)                                 Tenant shall default
in any payment of rent or in any other payment required to be made by Tenant
hereunder when due as herein provided, and such default shall continue for
seven (7) days after notice thereof in writing to Tenant; provided, however,
that the said seven (7) day period shall be deemed to be three (3) days in the
event that the Tenant assigns this Lease to a person or entity who is either
not owned by Tenant or a parent corporation of Tenant; or


 


(h)                                 Tenant shall fail to
contest the validity of any lien or claimed lien and give security to Landlord
to insure payment thereof, or having commenced to contest the same and having
given such security, shall fail to prosecute such contest with diligence, or
shall fail to have the same released and satisfy any judgment rendered thereon,
and such default continues for ten (10) days after notice thereof in writing to
Tenant; or


 


(i)                                     Tenant shall
default in keeping, observing, or performing any of the other covenants or
agreements herein contained to be kept, observed, and performed by Tenant, and
such default shall continue for thirty (30) days after notice thereof in
writing to Tenant; or


 


(j)                                     Tenant shall
repeatedly be late in the payment of rent or other charges required to be paid
hereunder or shall repeatedly default in the keeping, observing, or performing
of any other covenants or agreements herein contained to be kept, observed, or
performed by Tenant (provided notice of such payment or other defaults shall
have been given to Tenant, but whether or not Tenant shall have timely cured
any such payment or other defaults of which notice was given).  For purposes of this paragraph, the term
“repeatedly” shall mean three (3) times in any twelve (12) month period.


 


The Tenant further covenants
and agrees that, if the rent above reserved, or any part thereof, shall be in
default, or in case of a breach of any of the covenants or agreements herein,
Landlord may declare this Lease terminated, and after the expiration of fifteen
(15) days from the date of receipt of service of a written notice to that
effect, be entitled to the possession of the Leased Premises, either by the
expiration of this Lease or by any termination of said term as herein provided
for.  If the Tenant shall refuse to
surrender and deliver up the possession of the Leased Premises, after the
service of said notice, then and in that event, the Landlord may, without further
notice or demand, enter


 


15

















 


into and upon said Leased
Premises, or any part thereof, and take possession thereof and repossess the
same as of the Landlord’s former estate, and expel, remove and put out of
possession the Tenant, using such help, assistance and force in so doing as may
be needful and proper, without being liable for prosecution or damages
therefor, and without prejudice to any remedy allowed by law available in such
cases.


 


17.2                           Remedies
Cumulative.  No remedy herein or
otherwise conferred upon or reserved to Landlord shall be considered to exclude
or suspend any other remedy, but the same shall be cumulative and shall be in
addition to every other remedy given hereunder, or now or hereafter existing at
law or in equity or by statute, and every power and remedy given by this Lease
to Landlord may be exercised from time to time and so often as occasion may
arise or as may be deemed expedient.


 


17.3                           No
Waiver.  No delay or omission of
Landlord to exercise any right or power arising from any default shall impair
any such right or power or be construed to be a waiver of any such default or
any acquiescence therein.  No waiver of
any breach of any of the covenants of this Lease shall be construed, taken, or
held to be a waiver of any other breach, or as a waiver, acquiescence in, or
consent to any further or succeeding breach of the same covenant.  The acceptance by Landlord of any payment of
rent or other charges hereunder after the termination by Landlord of this Lease
or of Tenant’s right to possession hereunder shall not, in the absence of an
agreement in writing to the contrary by Landlord, be deemed to restore this
Lease or Tenant’s right to possession hereunder, as the case may be, but shall
be construed as a payment on account, and not in satisfaction of damages due
from Tenant to Landlord.


 


XVIII.                                                               COMPLIANCE
CLAUSE AND HAZARDOUS MATERIALS


 


18.1                           General
Compliance Clause.  Tenant shall
comply with all applicable codes, ordinances and other governmental regulations
regarding the use of the Leased Premises. 
Tenant shall install any and all equipment in accordance with said
codes, ordinances and regulations.


 


18.2                           Definition
of Terms.  The term “hazardous
material” means (i) any hazardous or toxic substance, material or waste including,
but not limited to, those substances, materials and waste listed in the United
States Department of Transportation Hazardous Materials Table (49 C.F.R.
172.101) or by the Environmental Protection Agency as environmental substances
(40 C.F.R. part 302) and amendments thereto and replacements therefor; or (ii)
such substances, materials or waste as are regulated by the Resource
Conservation and Recovery Act of 1986 or the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, and


 


16

















 


any amendments thereto or ordinances, regulations, directions or
requirements thereunder; or (iii) such hazardous or toxic substances, materials
or waste that are or may become regulated under any other applicable county,
municipal, state or federal law, rule, ordinance, direction or regulation.  The term “claim” shall mean any claim,
demand, investigation, proceeding, action, suit, judgment, award, fine, lien,
loss, damage, expense, charge or cost of any kind or character and liability
(including Lessor’s reasonable attorneys’ fees and court costs).


 


18.3                           General
Prohibition.  Tenant shall not use,
generate, manufacture, produce, store, transport, treat, dispose or permit the
escape or release on, under, about or from the Leased Premises, or any part
thereof, of any hazardous materials.  If
Tenant’s permitted use under this Lease requires the use and/or storage of any
hazardous materials on, under or about the Leased Premises, Tenant shall
provide written notice to Landlord, prior to final execution of this Lease, of
the identity of such materials and Tenant’s proposed plan for the use, storage,
and disposal thereof; such use, storage and disposal shall be subject to
Landlord’s approval, in Landlord’s sole and absolute discretion.  If Landlord approves such proposed use,
storage, and disposal of specific hazardous materials, Tenant may use and store
upon the Leased Premises only such specifically approved materials and shall
comply with any conditions to such approval as Landlord may impose in its sole
and absolute discretion.  Landlord’s
permission hereunder may be withdrawn or modified at any time in Landlord’s
reasonable discretion.  Tenant shall
fully and promptly comply with all hazardous materials laws at all times during
the term of this Lease, and at the expiration or earlier termination of this
Lease, Tenant shall remove and dispose of all hazardous materials affecting the
Leased Premises resulting from the use or occupancy thereof by Tenant or its agents,
employees, suppliers, contractors, subtenants, successors and assigns
regardless of whether such removal is required by any hazardous materials
law.  Notwithstanding the foregoing,
Landlord consents to Tenant’s above-ground use, storage and off-site disposal
of products containing small quantities of hazardous materials, which products
are a type customarily used in operations specifically mentioned as a permitted
use under this Lease, provided that Tenant shall handle, use, store, and
dispose of such hazardous materials in a safe and lawful manner and shall not
allow hazardous materials to contaminate the Leased Premises.  Landlord represents and warrants to Tenant
based solely upon the environmental report prepared by ATC Associates dated
December 13, 2002 that there are no Hazardous Materials on the Leased Premises.


 


18.4                           Indemnity.  Tenant shall indemnify, protect, defend, and
hold Landlord (and its partners, joint venturers, shareholders, affiliates and
property managers, and their respective officers, directors, employees and
agents) and Landlord’s lender harmless


 


17

















 


from and against any and all claims arising out of, in connection with,
or directly or indirectly arising out of the use, generation, manufacture,
production, storage, treatment, release, disposal or transportation of
hazardous materials by Tenant, or any successor, assignee or sublessee of
Tenant, or their respective agents, contractors, employees, licensees, or
invitees, on, under, about or from the Leased Premises, including, but not
limited to, all foreseeable and unforeseeable costs, expenses, and liabilities
related to any testing, repair, cleanup, removal costs, detoxification,
decontamination or remediation and the preparation and implementation of any
closure, remedial action, site assessment costs or other required plans in
connection therewith deemed required, necessary or advisable by Landlord or any
governmental entity, and any foreseeable or unforeseeable consequential damages.
Any defense of Landlord, whether or not a suit is filed, pursuant to the
foregoing indemnity shall be by counsel reasonably acceptable to Landlord.  Neither the consent by Landlord to the use,
generation, manufacture, production, storage, treatment, release, disposal or
transportation of hazardous materials, nor Tenant’s strict compliance with all
hazardous materials laws, shall excuse Tenant from Tenant’s indemnification
obligations hereunder. The foregoing indemnity shall be in addition to and not a
limitation of the other indemnification provisions of this Lease.  Tenant’s obligations hereunder shall survive
the termination or expiration of this Lease.


 


18.5                           Reporting.  Tenant shall notify Landlord in writing,
immediately after any of the following:  (i) Tenant has knowledge, or has reasonable cause to believe, that
any hazardous materials have been released, discharged or located on, under or
about the Leased Premises, whether or not the same is in quantities that would
otherwise be reportable to a public agency, (ii) Tenant receives any warning,
notice of inspection, notice of violation or alleged violation, or Tenant
receives notice or knowledge of any proceeding, investigation, order or
enforcement action under any hazardous materials law concerning the Leased
Premises, or (iii) Tenant becomes aware of any claims made or threatened by any
third party concerning the Leased Premises respecting hazardous materials.


 


XIX.                                                                       MISCELLANEOUS


 


19.1                           Estoppel
Certificates.  Tenant shall at any
time and from time to time upon not less than ten (10) days prior written
request from Landlord execute, acknowledge, and deliver to Landlord, in form
reasonably satisfactory to Landlord and/or Landlord’s mortgagee, a written
statement certifying (if true) that Tenant has accepted the Leased Premises,
that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as modified and
stating the modifications), that the Landlord is not


 


18

















 


in default hereunder, the date to which the rental and other charges
have been paid in advance, if any, and such other accurate certification as may
reasonably be required by Landlord or Landlord’s mortgagee, and agreeing to
give copies to any mortgagee of Landlord of all notices by Tenant to
Landlord.  It is intended that any such
statement delivered pursuant to this subsection may be relied upon by any
prospective buyer or mortgagee of the Leased Premises and their respective
successors and assigns.


 


19.2                           Landlord’s
Right to Cure.  Landlord may, but
shall not be obligated to, cure any default by Tenant (specifically including,
but not by way of limitation, Tenant’s failure to obtain insurance, make
repairs, or satisfy lien claims); and whenever Landlord so elects, all costs
and expenses paid by Landlord in curing such default, including, without
limitation, reasonable attorneys’ fees, shall be so much additional rent due on
the next rent date after such payment together with interest (except in the
case of said attorneys’ fees) at a rate equal to 12% per annum, from the date
of the advance to the date of repayment by Tenant to Landlord.  Notwithstanding anything herein to the
contrary, Landlord shall not cure any default by Tenant unless Landlord has
given written notice of such default to Tenant and Tenant has not cured such
default within the applicable cure period; provided, however, that no such
notice need be given in the event of an emergency.


 


19.3                           Amendments
Must Be in Writing.  None of the
covenants, terms, or conditions of this Lease, to be kept and performed by
either party, shall in any manner be altered, waived, modified, changed, or
abandoned except by a written instrument, duly signed and delivered by the
other party.


 


19.4                           Notices.  All notices to or demands upon Landlord or
Tenant, desired or required to be given under any of the provisions hereof,
shall be in writing.  Any notices or
demands from Landlord to Tenant shall be deemed to have been duly and sufficiently
given if a copy thereof has been mailed by United States registered or
certified mail in an envelope properly stamped and addressed to Tenant as
follows:


 


Colorado
Business Bank, N.A.


821 17th Street


Denver,
Colorado  80202


Attn: 
Jon Lorenz


 


or at such other address as
Tenant may hereafter furnish by written notice to Landlord, and any notices or
demands from Tenant to Landlord shall be deemed to have been duly and
sufficiently given if mailed in an envelope properly stamped and addressed to
Landlord as follows:


 


19

















 


Dorit, LLC


c/o
Shames-Makovsky Realty Company


1400 Glenarm
Place, Suite 201


Denver,
Colorado  80202


 


or at such other address as
Landlord may hereafter furnish by written notice to Tenant.  The effective date of such notice shall be
one (1) day after delivery of the same to the United States Postal Service.


 


19.5                           Time
of Essence.  Time is of the essence
in this Lease, and all provisions herein relating thereto shall be strictly
construed.


 


19.6                           Relationship
of Parties.  Nothing contained
herein 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 by the parties hereto, it being understood and agreed that
no provision contained in this Lease, nor any acts of the parties hereto, shall
be deemed to create any relationship other than the relationship of Landlord
and Tenant.


 


19.7                           Captions.  The captions of this Lease are for convenience
only and are not to be construed as part of this Lease and shall not be
construed as defining or limiting in any way the scope or intent of the
provisions hereof.


 


19.8                           Severability.  If any term or provision of this Lease shall
to any extent be held invalid or unenforceable, the remaining terms and
provisions of this Lease shall not be affected thereby, but each term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.


 


19.9                           Law
Applicable.  This Lease shall be
construed and enforced in accordance with the laws of the State of Colorado.


 


19.10                     Covenants
Binding on Successors.  All of the
covenants, agreements, conditions, and undertakings contained in this Lease
shall extend and inure to and be binding upon the heirs, executors,
administrators, successors, and permitted assigns of the respective parties
hereto, the same as if they were in every case specifically named, and wherever
in this Lease reference is made to either of the parties hereto, it shall be held
to include and apply to, wherever applicable, the heirs, executors,
administrators, successors, and assigns of such party.  Nothing herein contained shall be construed
to grant or confer upon any person or persons, firm, corporation, or
governmental authority, other than the parties hereto, their heirs, executors,
administrators, successors, and assigns, any right, claim, or privilege by
virtue of any covenant, agreement, condition, or understanding in this Lease
contained.


 


20

















 


19.11                     Landlord
Means Owner.  The term “Landlord” as
used in this Lease, so far as covenants or obligations on the part of Landlord
are concerned, shall be limited to mean and include only the owner or owners at
the time in question who hold fee title to the Leased Premises, and in the
event of any transfer or transfers of the title to such fee, Landlord herein
named (and in case of any subsequent transfer or conveyances, the then grantor)
shall be automatically freed and relieved, from and after the date of such
transfer or conveyance, of all liability as respects the performance of any
covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed; provided that any funds in the hands of such Landlord
or the then grantor at the time of such transfer, in which Tenant has an
interest, shall be turned over to the grantee, and any amount then due and
payable to Tenant by Landlord or the then grantor under any provisions of this
Lease, shall be paid to Tenant.


 


19.12                     Signs.  Tenant shall install no exterior sign
without Landlord’s prior written approval, which shall not be unreasonably
withheld.  Upon the expiration or
termination of this Lease and upon written demand from Landlord, Tenant shall
remove the exterior sign and return the Leased Premises to its original
condition.  Notwithstanding anything
herein to the contrary, for as long as the Tenant is Colorado Business Bank,
the Tenant has Landlord’s consent to install such signage as the Tenant deems necessary
to the extent allowed under applicable law.


 


19.13                     Legal
Costs and Expenses.  Tenant agrees
to pay Landlord for all costs and expenses, including reasonable attorneys’
fees, in any court action brought by Landlord to recover any rent due and unpaid
under the terms hereof, or for the breach of any of the terms and conditions
herein contained, or to recover possession of the Leased Premises, whether or
not such court action or actions shall proceed to judgment.  Notwithstanding anything herein to the
contrary, in the event Tenant prevails in a court action, Landlord agrees to
pay Tenant’s costs and expenses, including reasonable attorneys’ fees.


 


XX.                                                                           ADDITIONAL
PROVISIONS


 


20.1                           Landlord Improvements.  The parties recognize and acknowledge that
the Leased Premises are currently a former restaurant facility and need to be
remodeled, including the interior and exterior of the Leased Premises.  Landlord shall retain the services of (i)
Lee Architects/Interior Designers, P.C. (the “Architect”), and (ii) a general
contractor reasonably acceptable to Landlord, which general contractor may not
be the lowest bidder, for the purpose of preparing the Leased Premises for
Tenant’s occupancy pursuant to plans and specifications prepared by the
Architect, which plans and specifications shall be reasonably


 


21

















 


acceptable to Tenant (the “Work”). 
Upon approval of the plans and specifications, Landlord shall construct
the Work as soon as is reasonably practicable. 
The “Commencement Date” shall be the earlier of the date that (i) a
temporary certificate of occupancy (the “TCO”) is issued for the Leased
Premises, or (ii) a certificate of occupancy (the “CO”) is issued for the
Leased Premises and the parties shall execute a written document in form and
substance reasonably satisfactory to Landlord and Tenant acknowledging the date
of the Commencement Date; provided, however, that the Commencement Date shall
be earlier in the event that the TCO is issued at a later date due to changes
to the Work requested by Tenant, with such date being determined by the
Architect.  Landlord shall provide to
Tenant periodic reports setting forth the progress of the remodeling and the
anticipated date that the Leased Premises will have a TCO or CO.  After delivery of the Leased Premises to
Tenant, Landlord shall have the right to enter the Leased Premises during
normal business hours to finish “punch list” items and such work shall not be
deemed to be a breach of the covenant of quiet enjoyment.


 


20.2                           Payment of the Work.  Landlord shall provide an allowance of $400,000.00
(the “Allowance”) toward the Cost of the Work. 
The Allowance shall be increased to $410,000.00 in the event that
Landlord enters into a construction contract with RAS Builders to perform the
Work.  The “Cost of the Work” includes,
without limitation, all costs for or relating to the Work, including, but not
limited to, any plans, drawings, reports, studies, tests, contractors’ charges,
permits, sales taxes, and any demolition, preparation or other work required in
connection with the Work, including without limitation, modifications to any
building systems and equipment, either within or outside the Premises required
as a result of the layout, design, or construction of the Work or in order to
obtain building permits for the Work to be performed within the Premises.  Tenant shall bear any portion of the Cost of
the Work exceeding the Allowance (the “Tenant’s Cost”).  Landlord may reasonably estimate Tenant’s
Cost, and reasonably revise any such estimate from time to time.  Tenant shall deposit any such estimated
amount of Tenant’s Cost (or the increase reflected in any such revised
estimate) with Landlord within five (5) business days after Landlord so
requests.  Landlord shall have no
obligation to proceed with the Work (or proceed to seek permits or proceed with
any demolition or other preliminary Work) until Landlord shall have received
such deposit from Tenant.  If the Work
involves progress payments, Landlord may apply the amounts deposited by Tenant
first. If, after final completion and payment for the Cost of the Work, the
actual amount of Tenant’s Cost exceeds any amount paid by Tenant as an estimate
of Tenant’s Cost, Tenant shall pay the difference to Landlord within five (5)
business days after Landlord so requests. 
If any such estimated amount exceeds the actual amount of Tenant’s Cost,
Landlord shall promptly provide a credit or refund of the difference.  Tenant’s Cost shall be deemed “Rent”


 


22

















 


under this Lease (and all remedies for the
non-payment of Rent shall be available to Landlord therefor).


 


20.3                           Option
to Renew.  Provided Tenant shall not then be in default of this Lease,
Tenant shall have the option to extend the term of the Lease for one (1)
additional term of ten (10) years (the “Extended Term”) upon the same terms and
conditions herein contained, except that the Base Rent during the Extended Term
shall be the amount which is determined as follows:


 


Base Rent for the first year of the Extended Term shall be the fair
market rent for bank facilities with a drive through in the general vicinity of
the Leased Premises which amount shall be agreed to by Landlord and Tenant as
provided for in this Section 20.3.  On
the Rent Adjustment Date of the second year of the Extended Term, and annually
thereafter, Base Rent shall increase on the Rent Adjustment Date by the
increase in the Index during the prior twelve months; provided, however, that
in no event shall the monthly Base Rent be less than the amount paid during the
prior twelve (12) month period, nor shall it increase by more than four percent
(4%) over the amount paid during the prior twelve (12) month period.  The Tenant shall exercise this option by
delivering written notice to Landlord no earlier than 450 days, and no later
than 365 days, prior to the expiration of the initial term of this Lease,
failing which this option to renew shall automatically terminate. Upon delivery
of such notice, the Landlord shall have two (2) weeks in which to deliver a
written proposal to Tenant setting forth the amount of Base Rent to be paid
during the Extended Term.  Tenant shall
have two (2) weeks from receipt of the Landlord’s notice in which (i) to hire
at its sole cost and expense (a) a Colorado licensed real estate broker who
specializes in bank leasing, or (b) an MAI appraiser to evaluate the Landlord’s
determination of fair market rent, and (ii) if the Tenant disagrees with the
Landlord’s determination to deliver a written notice to Landlord setting forth
its opinion of the fair market rent together with supporting documentation,
failing which the Landlord’s determination of fair market rent shall be deemed
to have been agreed to by the Tenant. 
If the Landlord does not agree with the Tenant’s determination, the
Landlord shall have two (2) weeks in which to hire at its sole cost and expense
(a) a Colorado licensed real estate broker who specializes in bank leasing, or
(b) an MAI appraiser, to determine the fair market rent and deliver a copy of
the same to Tenant, failing which the Tenant’s determination of fair market
rent shall be deemed to have been agreed to by the Landlord.  If the two evaluations are within ten
percent


 


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(10%) of each other, the fair market rent shall be the average of the
two evaluations.  If the two evaluations
differ by more than ten percent (10%), the parties which prepared the
respective reports shall designate a third Colorado licensed real estate broker
who specializes in office leasing or MAI appraiser to determine the fair market
rent, but in no event shall the fair market rent be greater than the Landlord’s
consultant’s evaluation or less than the Tenant’s consultant’s evaluation.  The third Colorado licensed real estate
broker or MAI appraiser shall prepare its report no later than twenty (20) days
after being selected, its determination of fair market rent shall be binding on
the parties, and its cost shall be shared equally by Landlord and Tenant.  Upon the fair market rent for the Extended
Term being determined, the parties shall execute a lease extension agreement
setting forth the amount of Base Rent during the Extended Term.  The parties agree to negotiate with each
other in good faith in connection with this option to renew.


 


20.4                           Conditional Termination
of Lease.  The parties recognize and
acknowledge that the Landlord is under contract to purchase the Leased
Premises.  In the event that the
Landlord does not acquire the Leased Premises by April 30, 2003, or the
Landlord is unable to obtain a building permit for the plans and specifications
prepared by the Architect, this Lease shall be deemed to be null and void.


 


20.5                           Compliance with
Declaration of Reciprocal Easements. 
Tenant acknowledges that it has read and reviewed the Declaration of
Reciprocal Easements dated July 30, 1993 which was recorded on August 19, 1993
in the real property records of the City and County of Denver, State of
Colorado under reception no. 9300111320, as amended by the First Amendment to
Declaration of Reciprocal Easements dated March 31, 2003 which will be recorded
concurrently with the Landlord’s acquisition of the Leased Premises
(collectively hereinafter referred to as the “Reciprocal Easements”).  Tenant shall comply with the Reciprocal
Easements, and all amendments thereto or substitutions thereof, and shall also
comply with all other documents which are of public record which affect the
Leased Premises.  As additional rent,
Tenant shall make all payments that are required to be made pursuant to the
Reciprocal Easements, and all amendments thereto or substitutions thereof, or
if billed to Landlord, Tenant shall make such payments within twenty (20) days
after Landlord bills Tenant therefor. 
At Landlord’s election, Tenant shall pay to Landlord monthly
installments each of which shall be equal to one-twelfth (1/12) of the
estimated annual payments, to be held by Landlord and disbursed by Landlord to
make the payments as they become due. 
Estimates are to be made solely by Landlord and payments shall be made
on the first day of the month or such other day of the month designated by


 


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Landlord.  No interest shall be
payable by Landlord on the escrow unless, and then only to the extent that,
applicable law shall otherwise require. 
All overpayments to the escrow account shall be applied to reduce future
payments to the escrow account, if any, or shall be returned to Tenant, at the
sole discretion of Landlord unless otherwise required by other applicable law.


 


IN WITNESS
WHEREOF, Landlord and Tenant have executed this Lease the day and year first
above written.


 


	
   

  	
   

  	
  TENANT:

  	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COLORADO
  BUSINESS BANK,

  	
   

  	
   

  	
  DORIT, LLC,
  a Colorado

  
	
   

  	
   

  	
  N.A.

  	
   

  	
   

  	
  limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard
  Dalton,

  	
   

  	
   

  	
  Evan
  Makovsky, Manager

  
	
   

  	
   

  	
  Executive
  Vice President

  	
   

  	
   

  	
   

  



 


25

















 


Exhbit A


 


LEGAL DESCRIPTION


 


Parcel 1


 


All that portion of Lot 12,
Block 3, Airport Business Center, a subdivision in the City and County of
Denver, State of Colorado, according to the recorded plat thereof,


described as follows:


Commencing at the Southeast
corner of said Lot 12;


Thence North 00 deg. 03 min. 20
sec. West, 130.00 feet along the East line of said Lot 12 to the True Point of
Beginning;


Thence South 89 deg. 57 min. 32
sec. West, 156.06 feet parallel with the South line of said Lot 12;


Thence North 17 deg. 02 min. 28
sec. West, 144.53 feet to the Northerly line of said Lot 12;


Thence Northeasterly, 90.76
feet along the Northerly line of said Lot 12 and along the arc of a curve
concave to the Southeast to a point tangent, said arc having a radius of 761.35
feet, a delta angle of 6 deg. 49 min. 49 sec. and being subtended by a chord
that bears North 72 deg. 10 min. 08 sec. East, 90.71 feet;


Thence North 75 deg. 35 min. 02
sec. East, 89.75 feet along the Northerly line of said Lot 12 to a point of
curve to the right;


Thence Southeasterly, 36.43
feet along the Northerly line of said Lot 12 and along the arc of said curve to
a point tangent, said arc having a radius of 20.00 feet, a delta angle of 104
deg. 21 min. 38 sec. and being subtended by a chord that bears South 52 deg. 14
min. 09 sec. East, 31.60 feet;


Thence South 00 deg. 03 min. 20
sec. East, 168.84 feet along the East line of said Lot. 12 to the True Point of
Beginning,


City and County of Denver,
State of Colorado.


 


Parcel 2


 


Non-exclusive easements as set forth in that
certain Reciprocal Easement Agreement dated July 30, 1993 and recorded at
Reception No. 93-00111320, City and County of Denver, State of Colorado for
vehicular and pedestrian ingress and egress, driveway and parking, sewer and
utilities and shared signage.


 


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