STATE OF VIRGINIA
CITY OF WINCHESTER
                               TENANT SPACE LEASE
          THIS  TENANT  LEASE,  made and  entered  into  this 20th day of March,
2000,by and between WINCHESTER REAL ESTATE MANAGEMENT,  INC., (the "Lessor") and
BANK OF CLARKE COUNTY, (the "Lessee").
                                   WITNESSETH:
          1.  Premises.  Lessor  hereby  leases unto Lessee,  and Lessee  hereby
leases  from  Lessor,  upon terms and  conditions  hereinafter  set forth  1,263
rentable square feet,  subject to adjustment as described  herein, of space (the
"Premises")  on the First  Floor of a  medical  office  building  to be known as
Winchester  Medical Office  Building II (the  "Building"),  to be constructed by
Lessor  on land  (the  "Land")  located  at 190  Campus  Boulevard,  Winchester,
Virginia.  The Premises  will be Suite Number 130 in Winchester  Medical  Office
Building  II. A sketch of the  approximate  location of the Premises is shown on
Exhibit "A" attached hereto.
          The  Building  will  be  a  multi-story  medical  office  building  of
approximately  120,000  rentable  square  feet of  floor  area and will be named
"Winchester Medical Office Building II," (the "Building").
          The rentable area of the Premises  shall be determined by  multiplying
the useable square footage of floor area of the Premises by a common area factor
of 1.05.
          Lessee  and  its  agents,   employees  and  invitees  shall  have  the
non-exclusive  right with Lessor and other  lessees in the  Building  and others
designated  by Lessor to the use of the common  areas in the Building and of the
Land on which the  Building is situated for their  intended and normal  purpose.
Common areas  include  parking  (unassigned),  elevators,  sidewalks,  hallways,
stairways,  public bathrooms,  common entrances, lobby, and other similar public
areas and access  ways.  Lessor may  change  the common  areas of the  Building,
whether prior to or after completion of construction  thereof, if the changes do
not materially and  unreasonably  interfere with Tenant's access to the Premises
or the use thereof.
          2. Term. The term ("Term") of this Lease shall commence ("Commencement
Date") upon the execution hereof, and expiring  ("Expiration  Date") on the last
day of the sixtieth (60th) full calendar month  following the Rent  Commencement
Date, as hereinafter defined in Exhibit D.
                    2A.  Option to  Renew.  Landlord  grants  to Tenant  two (2)
options to extend the term of the Lease for an additional term of five (5) years
each, and shall run consecutively  with the original term of this Lease.  Tenant
must notify  Landlord in writing of Tenant's  desire to exercise  this option at
least ninety (90) days prior to the expiration of the current  Lease.  All terms
and  conditions of this Lease shall be the same except that the base rental rate
shall be increased in accordance with the rental  increase  formula set forth in
Exhibit F for each year of the renewal term. This option to renew is conditioned
on Tenant not being in default  under this Lease at the time of  exercise of the
option or at the time of commencement of the option term.
          3.  Preparation  and Acceptance of Premises.  Lessor shall prepare the
Premises for Lessee's  occupancy in accordance  with the  provisions of the Work
Letter  attached  hereto as Exhibit  "B" (the "Work  Letter")  and  Exhibit  "C"
(Building Standard Work Allowance). The Premises include all Tenant Improvements
constructed  and installed in accordance with the provisions of the Work Letter.
Upon delivery of possession of the substantially completed Premises by Lessor in
accordance  with the Work Letter,  Lessee shall execute and deliver an agreement
confirming  the Rent  Commencement  Date,  the  Expiration  Date,  and  Lessee's
acceptance of the Premises,  which agreement shall be  substantially in the form
attached  hereto as  Exhibit  "D" (the  "Acceptance  Agreement").  The taking of
possession  of the Premises by Lessee shall be  conclusive  evidence that Lessee
accepts the Premises "as is",  and the  Premises  were in good and  satisfactory
condition  and  suitable  for  the use  intended  by  Lessee  at the  time  such
possession was taken, except for any punchlist items set forth in the Acceptance
Agreement.
          4.  Surrender of the Premises.  Lessee shall keep the Premises in good
order and  repair,  except  the  portions  thereof to be  repaired  by Lessor as
provided  herein and upon the  expiration  or other  termination  of this Lease,
Lessee shall quit and surrender the Premises to Lessor in the same  condition as
on the Rent Commencement Date, normal wear and tear only excepted.
          5.  Rent.  Lessee  shall pay  Lessor,  without  demand,  deduction  or
set-off,  at  Lessor's  office or to such other  party or at such other place as
Lessor may from time to time  designate  in  writing,  base rent,  as  described
herein,  and adjusted rent, as described herein  (collectively  referred to from
time to time as "Rent"), during the Term as follows:
                    (A)  Base  Rent.  Beginning  on the  date  on  which  Lessor
delivers  possession of the Premises to Lessee in accordance with the provisions
of the Work Letter (the "Rent  Commencement  Date") and  continuing for the full
Term, Lessee shall pay to Lessor annual base rent ("Base Rent") in the amount of
$16.50 multiplied by the number of rentable square feet of area in the Premises,
one-twelfth  (1/12th) of which shall be paid in advance on the first day of each
calendar month. If the Rent Commencement Date begins other than on the first day
of a  calendar  month,  or if the  Term  ends  other  than on the  last day of a
calendar month, the Base Rent for such month shall be prorated.
                    (B) Operating  Expenses.  In addition to the foregoing  Base
Rent, Lessee shall pay, as additional rent ("Additional Rent") in such amount as
is  necessary  to  reimburse  Lessor  for  its  actual  Operating  Expenses  (as
hereinafter  defined).  Lessor may give Lessee  notice of  Lessor's  estimate of
amounts  payable as  Additional  Rent under this Section 5(B) for each  calendar
year  occurring  during  the Term.  By the first day of each  month  during  the
applicable  calendar year, Lessee shall pay Lessor  one-twelfth  (1/12th) of the
estimated  amount of Additional  Rent.  If,  however,  the estimate is not given
before the  applicable  calendar  year begins,  Lessee shall  continue to pay an
estimated  amount of Additional Rent on the basis of the prior year's  estimate,
if any, until the month after the new estimate is given.  Lessor  estimates that
the amount  payable as  Additional  Rent under this  Section for the first lease
year shall be $5.50 per rental square foot.
                    "Operating  Expenses"  shall mean and include  all  expenses
incurred by Lessor in connection  with its  ownership of the Premises  including
any  assessments,   real  property  taxes  and  currently  due  installments  of
assessments,  special or otherwise,  imposed upon the Premises,  and  reasonable
legal  fees,  costs and  disbursements  incurred  for  proceedings  to  contest,
determine, or reduce such taxes. Cost of capital or interest on debt, and ground
rent shall not be considered "Operating Expenses."
                    (C)(1) Rent  Calculation.  Tenant  shall pay the Landlord as
Rent for the Premises the sum of Twenty-Seven  Thousand Seven Hundred Eighty-Six
Dollars  ($27,786.00)  in  respect  to the first  year of the Term,  payable  in
advance and without notice in equal monthly  installments  of Two Thousand Three
Hundred   Fifteen  Dollars  and  Fifty  Cents   ($2,315.50)   beginning  on  the
Commencement  Date on the first day of each calendar month thereafter during the
Term.  (Rent is  composed  of Base Rent of $16.50 per square  foot and  Variable
Operating Expenses of $5.50 per square foot)
                    (D)  Payment of  Additional  Rent.  Within  ninety (90) days
after  the  close of each  calendar  year or as soon  thereafter  as  reasonably
possible, Lessor shall compute the actual prior year's Operating Expenses and as
soon as practicable after December 31 of each year during the Term, Lessor shall
furnish to Lessee a statement  ("Statement")  showing in  reasonable  detail the
actual Operating  Expenses for the previous  calendar year, the amount,  if any,
paid by Lessee during the previous calendar year toward the Operating  Expenses,
the amount,  if any, Lessee owes Lessor with respect to such Operating  Expenses
or the amount Lessor owes Lessee as a refund. Lessee shall pay the amount of the
Additional  Rent shown on such  Statement  within  ten (10) days  after  receipt
thereof.  Lessee,  within sixty (60) days after receipt of a Statement may audit
Lessor's records  concerning such Statement for the previous year to verify,  at
Lessee's own expense,  those Operating Expenses.  Any Statement issued by Lessor
shall be final and binding  upon  Lessor and  Lessee,  except to the extent that
Lessee shall take written  exception  thereto within said sixty (60) day period.
Any amount due to Lessor as shown on any such  Statement,  whether or not Lessee
has taken written  exception  thereto,  shall be paid by Lessee when due without
prejudice to any such written exception.  At the option of Lessor, Lessee may be
billed monthly for one-twelfth  (1/12th) of the Additional Rent, as estimated by
Lessor on a calendar year  projection  basis.  In the event that Lessee's actual
Additional  Rent  exceeds the monthly  estimates of adjusted  rent  collected by
Lessor from  Lessee,  Lessee  shall pay such  excess  within ten (10) days after
receipt of notice from Lessor.  In the event Lessee's actual  Additional Rent is
less than the  monthly  estimates  of  adjusted  rent  collected  by Lessor from
Lessee,  Lessor  shall  promptly  refund (or,  if this Lease  remains in effect,
credit against  payments of Rent  thereafter  coming due hereunder the amount of
such difference).
                    (E) Security Deposit. Tenant has deposited with Landlord the
sum of Two Thousand Three Hundred  Fifteen  Dollars and Fifty Cents  ($2,315.50)
which is the  equivalent  of one (1) month's  rent as security  for the faithful
performance  by Tenant of the terms of this  Lease;  it is agreed that if Tenant
defaults in Tenant's  performance  of any of the terms of this Lease,  .Landlord
may use,  apply or retain the whole or any part of the  security so deposited to
the  extent  required  for the  payment of any rent or any other sum as to which
Tenant is in default or for any sum which Landlord may expend or may be required
to expend by reason of Tenant's  default,  or to any damage or deficiency in the
reletting of the Premises, whether such damages or deficiency occurred before or
after  summary  proceedings  or other  reentry by Landlord.  If Tenant fully and
faithfully  complies with all of the terms of this Lease,  the security shall be
returned  to Tenant  within  thirty (30) days after the date fixed as the end of
the Lease and  after the  delivery  of  entire  possession  of the  Premises  to
Landlord.  In the event of a sale of the land and  building  or  leasing  of the
Building of which the  Premises  form a part,  Landlord  shall have the right to
transfer the security of the vendee, and Landlord shall thereupon be released by
Tenant from all liability for the return of such security;  and Tenant agrees to
look to the new  Landlord  solely  for the  return of said  security;  and it is
agreed that the  provisions  hereof shall apply to every  transfer or assignment
made of the security to a new Landlord.  Tenant  further  covenants that it will
not assign or encumber or attempt to assign or encumber the monies  deposited as
security and that neither  Landlord nor its successors or assigns shall be bound
by  any  such  assignment,   encumbrance,   attempted  assignment  or  attempted
encumbrance.  Landlord  agrees to pay interest at the rate of three percent (3%)
interest per year on the Security  Deposit,  which interest will be added to the
Security Deposit.
          6.  Improvements and Alterations.  Lessee's right to make improvements
or alterations to the Premises shall be subject to the following conditions:
                    (A) Lessee shall not make any improvements or alterations in
or on the  Premises  without the prior  written  approval  of Lessor,  provided,
however,  that Lessor  shall not  unreasonably  withhold  such  approval if such
improvements  or  alterations  do  not  affect  the  structural  components  and
elements, or electrical, plumbing or mechanical systems of the Building.
                    (B) No improvement or alteration involving an expenditure in
excess of $1,000 shall be made without first obtaining Lessor's written approval
of the plans therefor,  but such approval shall not be unreasonably  withheld by
Lessor.  Lessee shall  furthermore first obtain Lessor's written approval before
any  modification  or changes  are made in such plans  after  Lessor's  approval
thereof.
                    (C) All  improvements  and  alterations  shall be consistent
with the operation of a first-class medical office building.
                    (D) No improvement or alteration  shall be undertaken  until
Lessee  shall  have  procured  and paid for all  required  municipal  and  other
governmental permits and authorizations of the various municipal departments and
governmental agencies having jurisdiction.
                    (E) All work done in  connection  with any  improvements  or
alterations  shall be done in a good and  workmanlike  manner and in  compliance
with condominium  documents (if  applicable),  all building and zoning laws, and
with all other laws,  ordinances,  rules,  requirements of any federal, state or
municipal  agency  having  jurisdiction  and  shall  be  completed  free  of all
mechanics' or materialmen's liens.
                    (F) Any  improvements or alteration to the Premises,  except
movable furniture,  trade fixtures,  medical equipment and any readily removable
cabinets  placed by Lessee in the  Premises,  shall at once become the  absolute
property of Lessor and remain  upon and be  surrendered  with the  Premises as a
part thereof at the termination of this Lease without disturbance or injury, but
Lessor  reserves  the  right to  require  Lessee to remove  any  improvement  or
alteration  made by Lessee and to repair and restore the Premises to a condition
substantially  equivalent  to  the  condition  of the  Premises  prior  to  such
improvement or alteration.
          7.  Building  Services.  Pursuant  to the Rules and  Regulations,  the
Building will be operated from 7:00 a.m. to 7:00 p.m.,  Mondays through Fridays,
and from 8:00 a.m. to 1:00 p.m.  Saturdays.  The Building may not be operated on
Sundays and on the following  holidays  ("Holidays"):  New Year's Day,  Memorial
Day,  Independence  Day, Labor Day,  Thanksgiving  Day,  Christmas Day, and such
other days as are locally  observed by tenants in other medical office buildings
in the Winchester, Virginia, area.
          Lessor shall furnish elevator service, a reasonable amount of electric
power,  and water 24 hours a day,  and  (during  the hours when the  Building is
operated)  heat,  ventilation,  and air  conditioning  sufficient,  in  Lessor's
reasonable  judgment,  to keep the Premises  comfortable  for use and occupancy.
Lessor shall be responsible for providing  housekeeping and cleaning service for
the demised  premises,  including  disposal of  biomedical  waste  generated  by
Lessee.  Lessor's  cost in  providing  the  above-described  services  shall  be
included in Operating  Expenses in  accordance  with the  provisions  of Section
5(B).  Lessor  shall not be  liable  for  failure  to  furnish,  or for delay or
interruption in furnishing, elevator service, electric power, heat, ventilation,
air conditioning, or water, when such failure is caused by the need for repairs,
special equipment requirements of Lessee, a strike or labor controversy, a riot,
the  inability  to secure  fuel for the  Building,  any  accident  or  casualty,
unauthorized  act or default by other  tenants or  employees  of Lessor,  or any
other cause,  other than the gross  negligence  of Lessor.  Notwithstanding  the
foregoing,  Lessee shall have access to the demised premises 24 hours a day, 365
days of the year  during  the Term  hereof.  If Lessee  desires  heating  or air
conditioning for the demised premises during hours the Building is not operated,
Lessor shall provide such heating or air  conditioning  at the expense of Lessee
provided  that Lessor  receives .at least 48 hours advance  notice.  The cost of
such heating or air conditioning shall be billed as Additional Rent on the first
day of the calendar month subsequent to the provision  thereof and shall be then
due and payable by Lessee.
          8. Excess Utilities and Services.  If, in Lessor's reasonable opinion,
Lessee shall consume any utility,  including (but not limited to) electricity or
water, in an excessive,  extravagant or unreasonable  manner, or Lessee's use or
proposed  use of the  Premises  shall  require the  installation  of  additional
electrical  capacity  to the  Building  in  excess of that  which is  reasonably
necessary  for general  office use (as may occur where  Lessee has  installed or
proposes to install X-Ray or computing  equipment or other  equipment  requiring
heavy electrical power consumption), Lessor may either prohibit such consumption
or use by Lessee or may install  meters,  paneling,  wiring and other  necessary
appurtenances to accommodate  such excess  consumption or capacity and Lessee on
demand  shall pay  Lessor (i) all costs  incident  to the  installation  of such
meters, paneling, wiring, and other necessary appurtenances, and (ii) additional
rent equal to the cost of the  utility  used at rates equal to the rate that the
supplying  utility  company with its own equipment  would charge Lessee for such
service. If at Lessee's request, or if as a result of the manner of Lessee's use
and occupancy of the Premises,  Lessor  provides any other services in excess of
those required to be provided by Lessor under this Lease, including (but without
limitation)  services  during periods when the Building is not open, such excess
services shall be furnished,  at Lessee's cost and expense, at a charge equal to
Lessor's actual cost of administrative  services,  labor equipment and utilities
incurred in connection with such excess  service.  Lessor shall bill Lessee from
time to time for any charges  for any excess  utilities  or  services  described
above,  and Lessee shall pay all such charges,  as additional  rent,  within ten
(10) days after receipt of Lessor's invoice therefor.
          9.   Repairs.
                    (A) Lessor  shall have no duty to Lessee to make any repairs
or improvements to the Premises except  structural  repairs necessary for safety
and  tenantability.  The cost and expense of any repairs to the  Premises or the
Building necessary due to acts or omissions of Lessee or its agents,  employees,
contractors,  invitees or licensees shall be reimbursed by Lessee to Lessor upon
demand as additional rent.
                    (B) Other than normal wear and tear,  Lessee shall not cause
or permit any waste, damage, or injury to the Premises.  From and after the Rent
Commencement  Date,  Lessee,  at its  sole  expense,  shall  make  all  repairs,
replacements,  and refurbishments necessary to keep and maintain the Premises in
good  condition and repair,  unless such waste,  damage or injury was due to the
negligence of Lessor or its agents. All repairs, replacements and refurbishments
shall  be at  least  equal  in  quality  of  material  and  workmanship  to that
originally  existing in the Premises on the Rent  Commencement  Date.  If Lessee
fails to make any such repairs, replacements or refurbishments,  Lessor may, but
shall not be required to, make such repairs,  replacements or refurbishments for
Lessee's account, and the expense thereof shall constitute and be collectible by
Lessor as additional  rent,  which shall be due and payable within ten (10) days
after demand therefor by Lessor.
                    (C)  Lessee  shall  indemnify   Lessor  against  all  costs,
expenses,  liabilities,  losses, damages,  suits, fines,  penalties,  claims and
demands,  including  reasonable  attorney's fees, because of Lessee's failure to
comply  with the  foregoing,  and  Lessee  shall  not call upon  Lessor  for any
disbursement or outlay whatsoever in connection therewith,  and Lessee expressly
releases and discharges Lessor of and from any liability therefor.
          10.   Insurance; Indemnity; Waiver of Claims.
                    (A)  Lessee  shall,  at all  times  during  the Term and any
renewal thereof, carry with an insurance carrier or carriers licensed to operate
in Virginia and satisfactory to Lessor:
                              (i)  general  liability   insurance  covering  the
Premises and naming  Lessor (and  Condominium  Association,  if  applicable)  as
additional  named  insureds,  with a combined  single  limit of  liability in an
amount  reasonably  satisfactory  to Lessor with  respect to personal  injury or
death to persons or damage to the  property of others  occurring in or about the
Building or the Premises.
                              (ii)  "all  risk"  property  insurance,   covering
Lessee's  personal  property and trade fixtures,  in an amount to cover not less
than ninety percent (90%) of the replacement cost of such personal  property and
trade fixtures; and
                              (iii) such other insurance as Lessor may from time
to time reasonably require.
          A  duplicate  original  or  agent  certified  copy of  such  insurance
policies  shall be furnished to Lessor prior to the Rent  Commencement  Date and
not less than twenty  (20) days prior to the  expiration  of any such  policies.
Lessee shall notify Lessor  promptly of any accident or loss  involving  Lessee,
Lessee's staff or employees, agents, or invitees in the Premises or the Building
or of any defects  discovered  by Lessee in the Premises or in the equipment and
fixtures of the Premises. Lessee shall furnish to Lessor copies of such policies
and/or such  evidence of insurance as Lessor may require to establish  that such
coverage is in effect and the  premiums  with  respect  thereto  have been fully
paid.  Such  policies  shall  provide  for not less than  thirty (30) days prior
written notice to Lessor before any cancellation or change in coverage.
                    (B) Lessor shall keep the Building  insured  against loss or
damage by fire with extended  coverage  endorsement  in an amount  sufficient to
prevent  Lessor  from  becoming co  insurers  under the terms of the  applicable
policies but, in any event,  in an amount not less than eighty  percent (80%) of
the full  insurable  value as  determined  from  time to  time.  The term  "full
insurable  value" shall mean actual  replacement  cost (exclusive of the cost of
excavation,   foundations,  and  footings  below  the  basement  floor)  without
deduction  for  physical  depreciation.   Such  insurance  shall  be  issued  by
financially responsible insurers duly authorized to do business in this State.
                    (C) Lessee shall indemnify and hold harmless Lessor from and
against every demand, claim, cause of action, judgment and expense, and all loss
and damage arising from:
                              (i) any injury or damage to the person or property
of Lessor, any other lessee in the Building or to any other person rightfully in
the Building, whether the injury or damage is caused by negligence or misconduct
of Lessee,  its agents,  servants or employees or implied invitees of Lessee, or
results from the  violations of laws or ordinances,  governmental  orders of any
kind or of the provisions of this Lease by any of the foregoing;
                              (ii)   any   loss   or   damage   resulting   from
interference with or obstruction of deliveries to or from the Building; and
                              (iii) any injury or damage not specified  above to
the person or property  of Lessee,  its agents,  servants or  employees,  or any
other person  entering upon the Premises under express or implied  invitation of
Lessee, where the injury or damage is caused by reason other than the negligence
or misconduct of Lessor, its agents, servants or employees.
          11   Use of the Premises; Compliance with Laws.
                    (A) The  Premises  shall be used and  occupied by Lessee for
medical office space and traditional related uses. Lessee is allowed to provide,
if it  wishes,  any  services  to  its  patients  which  are  considered  normal
outpatient services now or in the future, provided the services are not intended
for  hospital  inpatients,  and  provided  the  service  is not one in which the
hospital has already made a sizable capital investment. However, this Lease will
not prevent  Lessee and the  Winchester  Medical  Center (the  "Hospital")  from
agreeing otherwise with respect to treatment of patients.
                    Recognizing that Lessor and its affiliates have a legitimate
right to protect their capital investment in their capital projects,  the Lessee
agrees that it will not engage in any health care or diagnostic  procedure which
requires a capital  investment of more than $500,000 for diagnostic or treatment
equipment,  and is for a  health  care or  diagnostic  procedure  in  which  the
Hospital,  or its  successor,  is either (i) currently  engaged,  (ii) hereafter
becomes  engaged,  or (iii) has made such plans  known to the  medical  staff to
engage in either (i), (ii), or (iii) at the time that Lessee is considering  the
purchase of its equipment,  unless Lessor grants  approval.  On June 1st of each
year of this Lease,  this $500,000  limit will be increased by a fraction  whose
numerator is the Consumer Price Index for all Consumers,  U.S. City Average. All
Items  (1982-84=100)  published by the Bureau of Labor  Statistics of the United
States  Department of Labor  ("CPI") for the preceding  calendar year rounded to
the nearest whole number and whose  denominator is the CPI for the calendar year
1998.
                    (B)  Lessee  shall use and occupy  the  Premises  in a safe,
careful  and  proper  manner  so as not to  contravene  any  present  or  future
governmental or quasi-governmental laws in force or regulations or orders.
          12.  Quiet  Enjoyment  of  Premises.  Lessee,  on paying  the rent and
keeping and performing the agreements and covenants herein contained, shall have
the peaceful and quiet  enjoyment of the Premises for the term hereof,  subject,
however, to the provisions of this Lease.
          13.   Assignment and Subletting.
                    (A)  Lessee  shall not assign  this  Lease  without at least
thirty (30) days' prior written notice to Lessor and the prior written  approval
of  Lessor.  The  transfer  of more than  fifty  percent  (50%) of the  existing
partnership  interests  in Lessee or the  admission  of any  additional  partner
resulting  in  the  ownership  of  less  than  fifty-one  percent  (51%)  of the
partnership  interests  of the  present  partners  in  Lessee  (if  Lessee  is a
partnership) or the issuance or transfer of more than fifty percent (50%) of the
existing  stock in Lessee to persons  other than those owning stock in Lessee as
of the date of this  Lease (if  Lessee is a  corporation)  shall  constitute  an
assignment for purposes of this Lease; provided,  however, that the admission of
any additional partner in Lessee (if Lessee is a partnership) or the issuance or
transfer  of any  additional  stock in Lessee  (if Lessee is a  corporation)  to
persons  other  than those  owning  stock in Lessee as of the date of this Lease
shall  constitute a permitted  assignment  hereunder  so long as the  additional
partner or the  additional  stockholder  (as the case may be) has Medical  Staff
Privileges  at the  Hospital.  Lessor shall have no  obligation  to consider any
request  for a proposed  assignment  unless (i) the  assignee  shall be a health
practitioner  with (or, if a partnership  or  corporation  has a majority of its
interests owned by partners or stockholders  who have) Medical Staff  Privileges
at the Hospital,  (ii) the Premises  shall be used and occupied by such assignee
solely  for the  purpose of office  facilities  for the  practice  of his or her
profession,  provided that such  particular use of the Premises does not violate
the terms of other  leases with other  tenants of the  Building in effect at the
time of such  contemplated  assignment,  (iii) the  assignee  shall  meet and be
capable of meeting all terms and conditions  (including financial capability) of
this Lease and shall  agree in  writing to be bound by all terms and  conditions
contained  herein;  and (iv) any  necessary  consents by other  parties  such as
lenders secured by mortgages on the Building shall have been obtained.
                    (B) Lessee  shall  notify  Lessor in writing of any proposed
assignment  at least  thirty  (30) days  prior to the  proposed  effective  date
thereof.  During the thirty (30) day period after receipt of such notice, Lessor
may approve or  disapprove  the proposed  assignment  or  subletting  by written
notice to Lessee.  In addition,  during such thirty (30) day period Lessor shall
also have the option to terminate this Lease by written notice to Lessee,  as of
a date set forth in such  notice not more than ninety (90) days from the date of
such notice.
                    (C) If Lessor approves any proposed assignment, Lessor shall
receive all  consideration  paid by any such  assignee  directly  or  indirectly
related to such  assignment  which  exceeds the base rental and adjusted  rental
payable under the remaining term of this Lease.
                    (D) No assignment shall relieve Lessee of, or release Lessee
from, Lessee's obligations under this Lease.
                    (E) Lessee shall not sublet the Premises or any part thereof
or grant  concessions  or licenses or other rights to any other person or entity
for the use or occupancy of the Premises or any part thereof.
          14.  Removal of  Personal  Property.  Lessee  may remove all  personal
property, trade fixtures, medical equipment and readily removable cabinets which
Lessee has placed in the Premises,  provided  Lessee  repairs all damages to the
Premises  caused by such  removal.  If  Lessee  shall  fail to  remove  all such
property from the Premises upon the  expiration or earlier  termination  of this
Lease for any cause  whatsoever,  Lessor may, at its option,  remove the same in
any manner that Lessor shall choose and store it without liability to Lessee for
loss  thereof.  In such event,  Lessee shall pay to Lessor on demand any and all
expenses incurred in such removal,  including court costs,  attorney's fees, and
storage charges for the length of time the same shall be in Lessor's possession.
Alternatively,  Lessor may, at its option,  without  notice,  and without  legal
process,  sell the property or any part thereof at a private sale for such price
Lessor may  obtain,  and apply the  proceeds of the sale to any amount due under
this Lease and the expenses incident to removal and sale of said property.
          15.  Governmental  Requirements.  Lessee  shall,  at its own  expense,
promptly  comply  with  all  requirements  of  any  legally  constituted  public
authority applicable to Lessee or Lessee's use and occupancy of the Premises.
          16.  Condemnation.  If the whole or any part of the Premises  shall be
taken by any public  authority under the power of eminent domain,  then the Term
shall  cease as to the part so taken  on the  date  possession  of that  part is
surrendered  and any unearned rent paid or credited in advance shall be refunded
to Lessee.  Lessee  shall not be  entitled  to receive  any part of any award or
awards  that may be made or  received  by Lessor.  Lessee may at its own expense
commence  independent  proceedings  against the public authority  exercising the
power of eminent domain to prove and establish any other damage Lessee claims to
have incurred;  provided,  however, that Lessee shall not be entitled to receive
any part of any  award  that may be made on  account  of the  value of  Lessee's
leasehold interest hereunder,  and Lessee hereby assigns to Lessor all rights of
Lessee in any such award.
          17.  Casualty.  If all or any  part  of the  Premises  is  damaged  or
destroyed by fire or other  casualty  insured under the standard fire  insurance
policy with approved standard extended  coverage  endorsement  applicable to the
Premises and Building,  Lessor shall,  except as otherwise  provided herein, and
only to the extent the holder of the mortgage now or hereafter on the  Building,
if any, permits release of insurance  proceeds,  repair and rebuild the Premises
with reasonable diligence. If there is a continuous and substantial interference
with the  operation  of  Lessee's  business  in the  Premises  requiring  Lessee
temporarily  to close its business at the Premises,  the Rent shall be equitably
apportioned  for the  duration of such  repairs in  proportion  to the extent to
which there is  interference  with the  operation  of  Lessee's  business at the
Premises.  Notwithstanding the foregoing  provisions,  in the event the Premises
shall be damaged by fire or other  insured  casualty due to the fault or neglect
of Lessee, or Lessee's servants,  employees,  contractors agents,  visitors,  or
licensees,  then  without  prejudice to any other rights and remedies of Lessor,
and provided the damage is repaired by Lessor,  there shall be no  apportionment
or abatement of any Rent.  Except to the extent  provided for in this paragraph,
neither the Rent payable by Lessee nor any of Lessee's other  obligations  under
any provision of this Lease shall be affected by any damage to or destruction of
the Premises by any cause whatsoever, and Lessee hereby expressly waives any and
all additional rights it might otherwise have under law.
          18.  Inspection.  Lessor  shall  have the  right to  enter  and  grant
licenses to others to enter the Premises at any time during  reasonable hours to
examine the same or to make such  repairs,  additions or  alterations  as may be
deemed  necessary for the safety,  comfort or  preservation  thereof,  or of the
Building and to exhibit the Premises to  prospective  tenants or purchasers  and
for the purpose of removing placards, signs, fixtures,  alterations or additions
which do not conform to the terms of this Lease or to the rules and  regulations
of the Building;  provided, however that such activities will not interfere with
Lessee's business.
          19.  Subordination  to Mortgages and Ground  Lease.  This Lease is and
shall remain subject and  subordinate  to all mortgages,  ground leases or other
underlying leases now or hereafter  affecting the Building or the Land, or both,
and Lessee shall promptly execute and deliver to Lessor such documents as Lessor
may  reasonably  request  showing  the  subordination  of  this  Lease  to  such
mortgages,  ground leases,  or other  underlying  leases and  incorporating  the
agreement  of Lessee to attorn to the holder of any such  mortgage or the Lessor
under any such  ground  lease or  underlying  lease,  and in default of Lessee's
doing so, Lessor shall be and hereby is authorized and empowered to execute such
documents  in the name  and as the act and deed of  Lessee.  This  authority  is
coupled with an interest and is irrevocable.
          20.  Signs.  Lessee  shall not paint or place signs upon the  corridor
doors of the  Premises  except only with the consent of Lessor,  and in no event
shall Lessee place any signs whatsoever upon the windows,  outside walls or roof
of the Premises or the  Building.  Lessor  shall  include  Lessee's  name on the
standard lobby Building directory.
          21. Notices. Any notice or other communication  required or allowed by
this Lease to be given  either to Lessor or to Lessee  shall be in writing,  and
shall  be  deemed  given  if  actually  delivered  by hand  delivery  (including
recognized  overnight courier service) to the address set forth below (or in the
case of Lessee after the Rent Commencement Date, by delivery to the Premises) or
upon  receipt  if mailed by  certified  or  registered  mail,  postage  prepaid,
properly addressed to the parties as follows:
                  Lessor:   Winchester Real Estate Management, Inc.
                            1840 Amherst St.
                            P.O. Box 3340
                            Winchester, Virginia  22604-2540
                            Attention:  C. Douglas Rosen, Senior Vice President
                            Real Estate and Construction Services for Valley
                            Health System
                            #(540)722-8620
                Rent Checks made payable to:
                               Winchester Real Estate Management, Inc.
                               1840 Amherst St.
                               P.O. Box 3340
                               Winchester, Virginia  22604-2540
                               Attn:  Cashiers Office
                  Lessee:   BANK OF CLARKE COUNTY
          22. Rules and Regulations.  The rules and regulations  attached hereto
as Exhibit "E" are Association's rules and regulations for the Building.  Lessor
(or Condominium  Association,  if applicable) may, from time to time, modify the
rules and regulations or make additional rules and regulations for the Building,
copies  of  which  shall be  delivered  to  Lessee  by  Lessor.  The  rules  and
regulations   attached  hereto,  as  they  may  be  so  modified  and  added  to
(collectively,  the  "Rules and  Regulations"),  are a part of this  Lease,  and
Lessee  agrees to comply with all Rules and  Regulations  promulgated  by Lessor
and/or Condominium Association, if applicable.
          23.  Brokers.  Lessor and Lessee  represent  and warrant to each other
that they have not dealt with any real estate broker or agent,  who by reason of
such dealing has a claim for a  commission  or fee.  Lessee  agrees to indemnify
Lessor and hold it  harmless  against  any claims  for  commissions  that may be
asserted in connection with this Lease based upon acts or agreements of Lessee.
          24.  Holding  Over.  If Lessee  remains in  possession of the Premises
after the  expiration or earlier  termination  of this Lease,  Lessee shall be a
tenant-at-sufferance  at two times the base  rental  rate in effect  immediately
prior to the date of  expiration  or  termination  and  subject to all the other
terms and  provisions  hereof  (except as to the term of this Lease),  and there
shall be no renewal of this Lease by operation of law.
          25. Estoppel Certificates. Lessee agrees to provide Lessor within five
(5) days of a written  request  therefor  a  certificate  in form and  substance
satisfactory  to Lessor stating (i) that this Lease is in full force and effect;
(ii) the commencement date and term of this Lease;  (iii) the date through which
rent has been paid;  (iv) that there are no defaults  existing under this Lease,
or, if any default exists,  specifying such default and the actions  required to
cure such default;  and (v) such other matters as Lessor may reasonably require.
Lessee may pledge its tangible property as security for loans.
          26.  Hazardous  Waste.  Lessee  warrants,  represents and covenants to
Lessor that:
                    (A) The  Premises and  Lessee's  operations  at the Premises
will at all times be operated in full  compliance  with all applicable  federal,
state,  and  local  environmental  laws  and  regulations,   including  (without
limitation)  all  applicable  federal,  state,  and local laws  dealing with the
generation,  storage  and  disposal  of  medical,  biomedical  or similar  waste
("Environmental Laws");
                    (B) Lessee will not store,  generate or use in the  Premises
or the Building any solid wastes, hazardous wastes, hazardous substances,  toxic
chemicals,   pollutants,   contaminants  or  other   environmentally   regulated
substances ("Hazardous Substances") without the prior written approval of Lessor
and  the  Association  and  then  only  in  strict  compliance  with  applicable
Environmental Laws;  provided,  however, no such approval shall be required with
respect to substances which are normally used in Lessee's medical practice; and
                    (C) Lessee will not dispose of any  Hazardous  Substances in
any manner that would potentially  damage the Building or any portion thereof or
that would fail to strictly comply with applicable Environmental Laws; and,
                    (D)  Without  limiting  the  foregoing,   Lessee  shall,  at
Lessee's  sole  cost and  expense,  make all  necessary  arrangements  for,  and
strictly  comply with all applicable  Environmental  Laws governing the handling
and storage of all medical,  biomedical or similar waste  generated at or in the
Premises,  except  for the  disposal  of  Lessee's  biomedical  waste by Lessor,
pursuant to Paragraph 7.
                    (E)  Lessee  shall   indemnify  and  hold  Lessor  (and  the
Condominium  Association,  if applicable)  harmless from and against any and all
damages, penalties,  fines, claims, liens, suits, liabilities,  costs, judgments
and expenses (including  attorney's fees and settlement  expenses) of every kind
and nature suffered by or asserted against Lessor and/or Association as a direct
or indirect  result of any violation of any covenant of Lessee in this paragraph
27 or of any  warranty or  representation  made by Lessee in this  paragraph  27
being false or untrue in any respect. This indemnity provision shall survive any
termination of this Lease.
          27. Defaults.  In the event (i) Lessee defaults in the payment of rent
for a period of ten (10) days after  written  notice by Lessor to Lessee of such
default;  (ii) the Premises  shall be  abandoned or vacated;  (iii) Lessee shall
fail to comply with any term of this Lease  (other than  payment of rent) or any
of the rules and regulations now or hereafter  established for the governance of
the  Building;  (iv)  any  proceeding,  whether  voluntary  or  involuntary,  is
instituted  for the Lessee  because of Lessee's  insolvency;  (v) Lessee becomes
insolvent  or makes a transfer in fraud of  creditors;  or (vi)  Lessee  makes a
general assignment for the benefit of creditors,  Lessor may (either separately,
concurrently or in any combination),  (a) terminate this Lease by giving written
notice to Lessee,  and declare the entire amount of rent which thereafter become
due, due and payable  immediately;  (b) with or without  terminating this Lease,
take  possession  of the  Premises and enter the Premises as agent of the Lessee
and relet them for such rent as is obtainable  by reasonable  effort and collect
the deficiency from Lessee plus collect all costs of reletting,  including lease
commissions,  attorney's  fees and upfitting  costs which Lessor deems necessary
for a new tenant; (c) do whatever Lessee is obligated to do under this Lease, in
which event Lessee shall  reimburse  Lessor on demand for any costs and expenses
incurred by Lessor in carrying out Lessee's  duties and  obligations  under this
Lease; or (d) pursue any other remedies which may be provided by law.  Provided,
however,  that  should any event or  condition  described  in item (iii) of this
Paragraph 28 occur,  and such event or condition is cured to the satisfaction of
Lessor within thirty (30) days from written  notice to Lessee of the  occurrence
of such  event or  condition,  or if,  within  a  reasonable  period  of time in
addition  thereto,  if the  circumstances  are  such  that  the  default  cannot
reasonably be cured within thirty (30) days of such notice,  Lessee takes action
to cure such default and pursues such action with due  diligence  promptly  upon
receipt of such notice,  such default shall be deemed not to have  occurred.  In
the event  Lessor is  required  to employ an  attorney-at-law  on account of any
default  by  Lessee,  Lessee  shall  be  obligated  to pay  Lessor's  reasonable
attorney's  fees and any  associated  court or other costs incurred by Lessor in
connection therewith.
          28. Late Payments. If any rent or other amount payable by Lessee under
this Lease is not paid when due,  Lessee shall pay to Lessor a late charge equal
to five percent (5%) of the amount not paid when due, and interest on the amount
not paid when due equal to the greater of (i) fourteen  percent (14%) per annum,
or (ii) an annual  interest  rate equal to the prime rate (as reported from time
to time in the  Money  Rates  section  of the  Wall  Street  Journal)  plus  two
percentage points (2%), provided that in no event shall such interest exceed the
maximum rate allowed by applicable law.
          29.  Rights and  Remedies.  All rights and  remedies of Lessor  herein
shall be cumulative,  and none shall be exclusive of any other, or of any rights
and  remedies  allowed by law, and pursuit of any one of said rights or remedies
does not  preclude  pursuit  of any one or more of the  other of said  rights or
remedies.  Lessor's  forbearance  in pursuing or  exercising  one or more of its
remedies  shall not be deemed or construed to constitute a waiver of any default
or any  remedy  and no waiver  by Lessor of any right or remedy on one  occasion
shall  be  construed  as a waiver  of that  right or  remedy  on any  subsequent
occasion or as a waiver of any right or remedy then or thereafter  existing.  No
failure  of Lessor to pursue or  exercise  any of its rights or  remedies  or to
insist  upon strict  compliance  by Lessee  with any term or  provision  of this
Lease, and no custom or practice at variance with the terms of this Lease, shall
constitute a waiver by Lessor of the right to demand strict  compliance with the
terms and provisions of this Lease.
          30.  Lessor's  Limited  Liability.  Neither  Lessor,  or any  officer,
director or shareholder  of Lessor's  shall have any personal  liability for the
obligations  of  the  Lessor  under  this  Lease,  and  any  liability  for  the
obligations  of Lessor  under this Lease  shall be  limited  solely to  Lessor's
interest in the Building.
          31.  Severability.  If any  provision  of this Lease is declared to be
illegal or unenforceable,  the unaffected  provisions shall remain in full force
and effect.
          32.  Parties.  The words  "Lessor"  and  "Lessee" as used herein shall
include  the parties to the Lease,  whether  singular  or plural,  masculine  or
feminine,  or corporate,  partnership or other entity and their heirs,  personal
representatives,  successors and assigns.  However, the term "Lessor" as used in
this Lease shall mean only the owner of the Building  from time to time,  and in
the event of the sale or other  disposition of the Building,  the "Lessor" named
herein shall be released from any further  obligations or liabilities under this
Lease,  and Lessee shall look solely to the successor  lessor for performance of
the obligations of the "Lessor" hereunder.
          33.  Approval.  This Lease is subject to the  approval of the Hospital
and the holder of any mortgage secured by the Building.  However, if Lessor does
not notify  Lessee  within thirty (30) days from the date of execution by Lessor
of this Lease that this Lease has not been  approved,  then for purposes of this
paragraph this Lease shall be deemed approved by the Hospital and such holder.
          34. Recordation. This Lease and any memorandum of this Lease shall not
be recorded.
          35.  Controlling Law. This Lease is entered into in Virginia and shall
be enforced and construed in accordance with the laws thereof.
          36.   Time of Essence.  Time is of the essence of this Lease.
          37.  Notice  to  Lessor.  Anything  in  this  Lease  to  the  contrary
notwithstanding  Lessee  agrees that it will not terminate the Lease or withhold
any rentals due  hereunder  (where such  withholding  is  permitted)  because of
Lessor's default in the performance  hereof until Lessee has first given written
notice to Lessor,  to the holder of the Mortgage and to the Hospital  specifying
the nature of such default by Lessor and allowing the Lessor,  the holder of the
Mortgage and the  Hospital,  or any of them,  thirty (30) days after the date of
delivery of such notice to cure such default or a  reasonable  period of time in
addition thereto if circumstances  are such that said default cannot  reasonably
be cured  within  said  thirty  (30) day  period.  If Lessor,  the holder of the
Mortgage or the  Hospital  takes  action to cure such  default and pursues  such
action with due diligence promptly upon receipt of such notice, Lessor shall not
be deemed in default during such curative period.
          38.  Lessee's  Loss of  Medical  Staff  Privileges.  If any  member of
Lessee's  group (if engaged in group  practice)  loses his or her Medical  Staff
Privileges at the Hospital  because of medical  malpractice or  misconduct,  and
such practitioner member, who lost Medical Staff Privileges, does not vacate the
Premises  within (30) days,  Lessor may elect to terminate this Lease by written
notice to Lessee  within ninety (90) days  following  such loss of Medical Staff
Privileges.  In the event that Lessor  exercises  such option,  this Lease shall
terminate  as of the date  specified  in  Lessor's  notice of  exercise  of such
option.  Anything herein to the contrary  notwithstanding,  any such space as to
which Lessor  exercises such option shall be subject to a right of first refusal
on the part of  other  tenants  leasing  space in the  Building  adjacent  to or
adjoining  the  space in  question  to be  exercised  within  fifteen  (15) days
following Lessor's delivery to such tenants of notice that Lessor has elected to
terminate  this Lease to lease such space from  Lessor at such rent and for such
term as Lessor  and such  other  tenant  shall  agree,  and to a right of second
refusal on the part of Lessor to lease such space to another qualified tenant of
Lessor's  choice  at such  rent  and for such  term as  Lessor  and  such  other
qualified tenant shall agree.
          39.  Death  or  Disability.  In the  event  that  Lessee  or the  sole
shareholder of Lessee (if engaged in a single practice) or more than one-half of
the  practitioner  members of Lessee's  group (if  engaged in a group  practice)
should die or become  permanently  disabled  and  thereby be unable to  practice
medicine,  then Lessee (or Lessee's heirs or legal representatives,  as the case
may be) shall have the  option to  terminate  this  Lease by  written  notice to
Lessor within thirty (30) days after the death or  disability.  To be effective,
however,  such notice of  termination  must be accompanied by (i) payment of any
past due rent and other charges  payable under this Lease and (ii) a termination
fee in an  amount  equal to six (6)  months  Rent  plus the  unamortized  Tenant
Improvement  Allowance paid by Lessor under this Lease. Such unamortized  Tenant
Improvement  Allowance  shall be  determined  by  multiplying  the total  Tenant
Improvement  Allowance  paid by  Lessor  under  this  Lease by a  fraction,  the
numerator of which shall be the number of months remaining in the Term after the
effective  date of such  termination  and the  denominator of which shall be the
total number of months in the Term.
          40.   This paragraph intentionally deleted.
          41.  Financial  Statements.  Lessee and all parties  signing as Surety
hereunder agree to provide current  financial  statements to Lessor or any party
designated by Lessor  (including any mortgagee)  within ten (10) days of request
by Lessor therefor.
          42. Amendment.  This Lease may not be amended in any respect except by
written greement of Lessor and Lessee.
       IN WITNESS  WHEREOF,  the  parties  hereto  have  caused this Lease to be
executed under seal, all as of the day and year first-above written.

WITNESS:                            LESSOR:

                                            WINCHESTER REAL ESTATE
                                            MANAGEMENT, INC.

                                             By:      /s/  C. Douglas Rosen

                                             Title:   Senior Vice President

WITNESS(ES):                        LESSEE:

                                            BANK OF CLARKE COUNTY

/s/  Carol S. Jennings                      By:      /s/  John R. Milleson

                                            Title:   President and CEO

                                  EXHIBIT "B"
                                  WORK LETTER
                                   DEFINITIONS
     1.01.  Defined  Terms.  Capitalized  terms  used in the Lease and this Work
Letter shall have the same  meanings  ascribed to them in the Lease.  Otherwise,
the capitalized  terms used in this Work Letter shall have the meaning  ascribed
to them at the point where defined.
          (a) "Base Building  Improvements"  shall mean the  improvements to the
Premises provided by Lessor as described and defined in this Work Letter.
          (b)  "Drawings  and  Specifications"  shall  mean  the  final  working
drawings  and  specifications  for  the  construction  and  installation  of the
improvements  in the Premises  prepared by the  Architect and approved by Lessor
and Lessee.

          (c) "Tenant Improvements" shall mean the improvements  constructed and
installed in the Premises in accordance with the Drawings and Specifications.
          (d) "Tenant  Improvement  Allowance"  shall mean the sum of $40.00 per
usable square foot  multiplied by the usable square footage of floor area of the
Premises,  which  shall be  applied  to the  costs of  constructing  the  Tenant
Improvements.
          (e)  "Tenant  Improvement  Costs"  shall  mean the  total  cost of the
design, engineering, construction and installation of the Tenant Improvements.
          (f)  "Lessee's  Costs" shall mean the total of all Tenant  Improvement
Costs in excess of the Tenant Improvement Allowance.
          (g)  "Architect"  shall mean the architect,  space planner or designer
designated by Lessor to prepare the Drawings and Specifications.
          (h)  "Lessor's  Contractor"  shall mean the  contractor  designated by
Lessor to construct and install the Tenant Improvements.
                           DRAWINGS AND SPECIFICATIONS
     2.01.  Exact  Determination  of  Premises.   As  soon  as  the  design  and
construction of the Base Building  Improvements  have  sufficiently  progressed,
Lessor  shall  contact  Lessee to review  and  consult  with  Lessee  concerning
Lessee's  exact  space  needs for the  Premises  and shall  promptly  thereafter
provide  Lessee with  schematic  plans for the layout of the  Premises.  Upon or
shortly after  providing  Lessee with schematic  plans for the Premises,  Lessor
shall  designate  to Lessee  the  exact  number of  rentable  square  feet to be
contained in the Premises  determined in accordance with the Measurement Method,
which shall not be less than 90%, nor more than 110%,  of the number of rentable
square feet  designated  in Paragraph 1 of the Lease.  After the exact number of
rentable  square feet of the Premises and its exact location on the floor of the
Building has been so determined,  Lessee shall, at the request of Lessor,execute
an amendment to this Lease specifying such number and location.
     2.02.  Approval of Drawings and  Specifications.  On or before  ___________
(unless the construction of the Building has been delayed by Excusable  Delays),
Lessor  shall cause the  rchitect to prepare  and shall  deliver to Lessee,  for
Lessee's  approval,  the proposed final working drawings and  specifications for
the  Tenant  Improvements.  Lessee  shall  promptly  review  such  drawings  and
specifications  and shall  notify  Lessor of any  comments  thereon or  proposed
revisions thereto.  After receiving any comments or proposed  revisions,  Lessor
shall  resubmit to Lessee any such  drawings  and  specifications  which are not
approved  by Lessee with such  requested  changes as are  acceptable  to Lessor.
Lessee shall have 15 days after  receipt of any drawings and  specifications  or
revisions  thereto to approve or  disapprove  the same,  and if Lessee  fails to
notify  Lessor of any  comments or revisions  within such 15 day period,  Lessee
shall  be  deemed  to  have  given   Lessee's   approval  to  the  drawings  and
specifications or revisions  thereto  submitted to Lessee by Lessor.  Lessor and
Lessee agree to cooperate and use their good faith  efforts to approve  drawings
and  specifications  for the Premises as promptly as possible  after the initial
submission of the drawings and specifications by Lessor to Lessee. Upon approval
of the drawings and  specifications,  such  drawings  and  specifications  shall
constitute the Drawings and Specifications for purposes of this Lease.
     2.03. Revisions to Drawings and Specifications.  If at any time thereafter,
Lessee  desires  to make  revisions  to the  Drawings  and  Specifications,  the
procedure for approving  any such  revisions  shall be the same as the procedure
for  approving  the Drawings  and  Specifications.  Upon  approval by Lessor and
Lessee  of any  such  revisions,  Lessee  shall be  deemed  to have  given  full
authorization  to Lessor to proceed with the work of constructing and installing
the Tenant Improvements in accordance with the Drawings and  Specifications,  as
revised.  Lessor, at its option, can require Lessee to pay in lump sum to Lessor
any and all increases in Lessee's Costs which result from approved  revisions to
the Drawings and Specifications.
                    BASE BUILDING AND TENANT IMPROVEMENT WORK
     3.01.  Base Building  Improvements.  Lessor shall  construct or cause to be
constructed, at the Lessor's sole expense, the following improvements (the "Base
Building Improvements"):
          (a) Base  Building and Shell Areas.  Lessor shall  construct  all base
building  core and shell  areas,  including,  but not limited to, base  building
mechanical,  electrical,  plumbing, heating,  ventilation,  air conditioning and
fire  safety  systems,  as  installed,  including  those  required  to  obtain a
certificate of occupancy for the shell of the Building.
          (b) Heating, Ventilation and Air Conditioning. Lessor shall equip each
floor with primary heating,  ventilation and air conditioning system designed to
service the entire  floor.  Lessor  shall  furnish  and install in the  Premises
Lessee's  pro rata  share of the  primary  air  distribution  ductwork  and main
controls. VAV boxes and 2' x 2' diffusers,  grills, secondary ducts and controls
requirements in excess of the Base Building  Improvements  shall be provided and
installed at Lessee's expense.
          (c) Electrical. Lessor shall provide a pro rata share of base building
electrical bus connectors,  transformers,  panels, circuit breakers and building
standard recessed fluorescent light fixtures at a rate of 1 per 80 usable square
feet. Building standard light fixtures shall be 2' x 4' three lamp fixtures with
acrylic  lens.  The cost of  installation  shall not be included as part of Base
Building Improvements.  Requirements in excess of the Base Building Improvements
shall be provided and installed at Lessee's expense.
          (d) Plumbing.  Lessor shall provide all common area  restrooms and all
base building  plumbing systems complete and operating within the Building core.
Lessee shall tap into the base building hot water loop system.  Related systems,
and other plumbing and connections,  shall be the  responsibility  of Lessee, at
Lessee's cost and expense.
          (e) Fire Protection.  Lessor shall furnish,  and install,  a sprinkler
distribution  grid and sprinkler heads to meet building  standard  requirements.
The relocation of sprinkler heads or piping, and any additional  sprinkler heads
and/or piping required, shall be at Lessee's expense.
          (f) Life Safety  System.  Lessor shall  provide the  following for the
common  areas of each floor the  Building:  exit signs at  stairways,  emergency
lights,  smoke  detectors,  fire  extinguishers  and fire  horn as  required  by
applicable codes. Lessee shall bear the cost of any of the above required within
the Premises or in such areas as a corridor extended for Lessee's use.
          (g)  Telephone.  Lessor  shall  provide  Lessee  with  access from the
Lessee's telephone equipment room to the locations of incoming telephone service
entering the Building. Lessee shall bear the cost of cable and conduit or teflon
coated  telephone  cable  and  associated   connections  and  the  cost  of  all
telephones, telephone equipment and communications systems for the Premises.
          (h) Ceilings.  Lessor shall provide a ceiling suspension grid and 2' x
2' tegular  acoustical  ceiling tile in  sufficient  quantities  to be installed
throughout  the Premises,  on the Lessee's  floor.  The cost of installing  same
shall be borne by Lessee.
          (i)  Window  Treatment.  Lessor  shall  furnish  and  install,  in all
exterior windows  ""Building  Standard Window Treatment," which shall consist of
one-inch deep tapeless  horizontal window blinds on exterior windows which shall
have a manually  operated  mechanism.  Lessee shall not install any other window
treatment which is visible from the exterior of the Building.

          (j) Finishes.  Lessor shall  furnish and install the following  finish
items:
                    1. Public  portions of core wall  surfaces,  elevator  lobby
walls and public  corridor wall surfaces shall be framed and covered with gypsum
board, taped, bedded, sanded and finished with vinyl wall covering.
                    2.  Base  building  toilet  rooms  shall be fully  finished,
including  the  installation  of all  ceramic  tile  and all  painting  and wall
covering.
                    3. Base building mechanical rooms,  telephone and electrical
closets shall be covered with gypsum board, taped, bedded and sanded.
          (k)  Miscellaneous.  Lessor shall also  provide (i) public  stairs and
fire  escapes  to meet all  applicable  codes;  (ii)  three  (3)  base  building
elevators;  and (iii) the Building lobby,  elevator lobbies and public corridors
finished building standard decor.
     3.02 Tenant Improvement Work. When the Base Building Improvements have been
completed or have progressed sufficiently and Lessor has received final approval
of the  Drawings  and  Specifications  and any deposit  required  hereunder  for
Lessee's  Costs,  Lessor  shall cause  Lessor's  Contractor  to proceed with the
construction and installation of the Tenant Improvements.
                                PAYMENT OF COSTS
     4.01 Lessor's Costs.  Lessor shall pay all Tenant  Improvement Costs up to,
but not exceeding,  the Tenant Improvement Allowance, and up to $3.00 per usable
square  foot for  Tenant's  Design  Costs.  Lessor  shall  disburse  the  Tenant
Improvement  Allowance  and any  amounts  deposited  by Lessee  with  Lessor for
payment of  Lessee's  Costs to pay the Tenant  Improvement  Costs and any excess
Tenant Design Cost, as and when the same become due and payable. Lessor shall be
entitled to rely on the accuracy of all invoices  and fee  statements  for labor
performed or material  furnished in connection with the Tenant  Improvements and
to rely on any  certification  as to the Tenant  Improvement  Costs submitted by
Lessor's Contractor or the Architect.
     4.02   Lessee's Costs.  Lessee shall pay Lessee's Costs as follows:
          (a) 50% of the amount of Lessee's Costs reasonably estimated by Lessor
shall  be  paid  to  Lessor  prior  to  the  commencement  of  construction  and
installation of the Tenant Improvements; and
          (b) The balance of  Lessee's  Costs shall be paid within ten (10) days
after Lessee's receipt of Lessor's  invoice upon  substantial  completion of the
Tenant  Improvements  and  Lessor's  delivery of  possession  of the Premises to
Lessee.
     4.03 Failure to Pay Lessee's Costs. Failure by Lessee to pay Lessee's Costs
in accordance  with this Work Letter will  constitute a failure by Lessee to pay
Rent when due under the Lease and shall therefore constitute an event of default
by Lessee under the Lease,  and Lessor shall have all of the remedies  available
to it under this Lease for nonpayment of rent.
     4.04. Unused Tenant Improvement Allowance.  If the Tenant Improvement costs
are less than the Tenant Improvement Allowance, the portion of the unused Tenant
Improvement  Allowance  shall be applied in twelve (12) equal credits toward the
reduction of Lessee's rent payable during the twelve (12) month period beginning
the Rent  Commencement  Date.  Should any of the allowance  for Lessee's  Design
Costs not be used, none of the unused portion shall be credited to Lessee.
     4.05.  Other  Costs  Incurred  by  Lessee.  If Lessee  directly  employs or
contracts  with  any  space  planner,  architect,  design  consultant  or  other
professional   with  respect  to  the  design,   engineering,   construction  or
installation  of the Tenant  Improvements,  Lessee shall pay the entire cost and
expense thereof from Lessees own funds, and no portion of the  TenantImprovement
Allowance   shall  be  disbursed  by  Lessor  for  payment  of  such  costs  and
expenses,but   Lessor  shall  be  entitled  to  reimbursement  from  the  Tenant
Improvement  Allowance  for  the  costs  and  expenses  of  any  space  planner,
architect,  engineer, design consultant or other professional employed by Lessor
to  review,  advise  and  consult  with  Lessor  concerning  the work  prepared,
constructed  or  installed by Lessee's  professionals.  Lessee shall also pay to
Lessor,   and  Lessor  shall  be  entitled  to  reimbursement  from  the  Tenant
Improvement   Allowance  for,  all  costs  and  expenses   associated  with  any
modification  or alteration of the Base Building  Improvements  necessary due to
requests  by Lessee or  Lessee's  space  planner,  architect,  engineer,  design
consultant or other  professional in connection with the design,  engineering or
construction of the Tenant  Improvements.  In the event that insufficient  funds
remain in the Tenant  Improvement  Allowance  to fully cover any amounts owed by
Lessee pursuant to this  paragraph,  then such amounts shall be paid directly by
Lessee.
                                 WORK BY LESSEE
     5.01.  Lessee's Work. All work in or about the Premises which is not within
the  scope  of  the  work   necessary  to  construct   and  install  the  Tenant
Improvements,  and all work necessary to install Lessee's medical  equipment and
other personal property,  shall be furnished and installed by Lessee at Lessee's
cost and expense.  Lessee shall adopt a schedule for performing  such additional
work consistent with the schedule of Lessor's Contractor and shall see that such
work is conducted in such a manner as to maintain harmonious labor relations and
as not to interfere  unreasonably  with or to delay the work of  constructing or
installing  the Tenant  Improvements.  Lessor shall give  reasonable  access and
entry to the Premises to Lessee and its  contractors  performing such additional
work and shall give  reasonable  opportunity  and time to enable Lessee and such
contractors  to perform and complete such work.  All such  additional  .work and
Lessee's use of the Premises for such purposes  shall be performed in accordance
with the Lease.
                           POSSESSION OF THE PREMISES
     6.01.  Possession.  Lessor shall be deemed to have delivered  possession of
the  Premises to Lessee on the date on which the Tenant  Improvements  have been
substantially  completed.  The Tenant  Improvements shall be deemed to have been
substantially  completed  on the date when (i) the  Building  (including  common
areas,  paved  areas and  drives as are  reasonably  necessary  to access to and
normal use of the Building and Premises) and the Tenant  Improvements  have been
completed  except  for  "punchlist"   items  (i.e.,   details  of  construction,
mechanical  adjustment and  decoration  which are minor in nature and do not, in
the aggregate,  materially  interfere with the use and enjoyment of the Premises
by Lessee),  and (ii) Lessor has obtained a certificate of occupancy  (permanent
or temporary)  for the Premises and the portion of the Building  containing  the
Premises permitting use of the Premises for the purposes specified in the Lease;
provided,  however,  if and to the  extent  substantial  completion  would  have
occurred  earlier  but  for  a  Lessee  Delay  (as  hereinafter  defined),  then
substantial  completion  shall be deemed to have  occurred  on the date it would
have occurred but for the delay by Lessee,  and the Rent  Commencement  Date and
the Term and all  obligations  of Lessee under this Lease shall commence on what
would have been the Rent  Commencement  Date but for the delay by Lessee.  In no
event shall the Rent  Commencement  Date be, or  possession  of the  Premises be
delivered to Lessee, prior to_________________.
                         DELAY IN DELIVERY OF POSSESSION
     7.01. Excusable Delays. The term "Excusable Delays" shall mean any delay in
construction of the Base Building  Improvements or Tenant  Improvements due to a
Lessee Delay,  war,  natural  catastrophe,  strikes,  lockouts or other labor of
industrial disturbance, future order of any government, court or regulatory body
claiming  jurisdiction,  blockage,  embargo,  failure  or  inability  to  secure
materials,  supplies or labor through ordinary sources by reason of shortages or
priority or regulation or order of any  government  or regulatory  body,  storm,
flood, washout, or any cause whatsoever beyond the reasonable control of Lessor,
whether or not similar to any of the causes hereinabove stated.
     7.02.  Lessee  Delays.  The term  "Lessee  Delay"  shall  mean any delay in
construction  and  installation of the Tenant  Improvements  due to (i) Lessee's
failure to consult with and inform  Lessor in a prompt and timely manner (and in
any event  within  thirty  (30) days after  request  by  Lessor) of the  general
desired space needs and desired layout of the Premises so as to enable Lessor to
prepare the initial  schematic plans for the Premises;  (ii) Lessee's failure to
approve or provide comments on the Drawings and  Specifications  within the time
periods  required  by this Work  Letter  or to submit or revise in a prompt  and
timely manner any portions of the Drawings and  Specifications to be prepared by
Lessee's  space  planner,  architect,   engineer,  design  consultant  or  other
professional;  (iii)  changes  or  additions  by  Lessee  to  the  Drawings  and
Specifications after they have been approved by Lessor and Lessee; (iv) Lessee's
request for materials, finishes, or installation that require long lead time for
delivery;  or (v) any other delays caused by Lessee or Lessee's  space  planner,
architect, engineer, design consultant or other professional.
     7.03.  Delay in Delivery of  Possession.  Lessor  expects to  substantially
complete  the Tenant  Improvements  and deliver  possession  of the  Premises to
Lessee on or about _______________. However, if the Tenant Improvements have not
been  substantially  completed by the expected  date set forth in the  preceding
sentence (as extended for Excusable  Delays for a period not exceeding 180 days)
Lessor shall not be liable for any loss or damages suffered by Lessee but Lessee
shall have the right to then  terminate  this Lease by  promptly  giving  Lessor
written  notice  of  such  termination.  If  there  is a  delay  in  substantial
completion  of the  Tenant  Improvements  because  of  Lessee  Delays,  the Rent
Commencement Date under this Lease shall be, and all obligations of Lessee under
this Lease shall commence on, the date the Tenant  Improvements  would have been
completed but for such Lessee Delays.

                                  EXHIBIT "C"
                       BUILDING STANDARD WORK ALLOWANCES
Standard work provided by Lessor included in the "Tenant Improvement  Allowance"
of $40.00  per  square  foot  (s.f.)  of usable  square  footage  (area)  leased
installed in accordance with the General  Specifications for Tenant Improvements
and Lease  Exhibit  "B" - "Work  Letter".  (Where  the  BUILDING  STANDARD  WORK
ALLOWANCES  set forth herein differ from the General  Specifications  for Tenant
Improvements and/or from Exhibit "B" - "Work Letter", the BUILDING STANDARD WORK
ALLOWANCES shall govern)

     A. Cabinetry and Casework w/ sinks and trim including  associated  plumbing
work:
               Allowance:  $4.60 per s.f., installed.
     B.   Doors:
               Suite entrance  doors:  standard  allowance is one entrance door,
frame and  hardware for up to the first 5,000 s.f. of usable area leased and one
additional  door,  frame and  hardware  for each  additional  full 5,000 s.f. of
usable area leased.
               Interior doors:  standard  allowance is one interior door,  frame
and hardware for each 250 s.f. of usable area leased.
     C.   Partitions:
               Standard  allowance is one linear foot of  partition  for each 10
s.f. of usable area leased; bulkheads are provided only above reception counter.
     D.   Floor Covering:
               Resilient tile,  vinyl base, sheet vinyl and carpet per scope set
forth in General Specifications.
     E.   Ceiling:
               Suspended 2X2 acoustical tile in lay-in grid.
     F.   Painting:
               Per scope set forth in General Specifications
     G.   HVAC:
               Standard  allowance is one VAV box per 600 s.f.  with  associated
controls.
     H.   Plumbing:
               Standard  allowance  is one toilet room with one lavatory and one
toilet per 5,000 s.f. of usable area leased;  no other interior plumbing work is
included, except as provided for in Item A. above.
     I.   Sprinkler:
               Standard  allowance is one sprinkler  head per 100 s.f. of usable
area leased.
     J.   Lighting:
               Standard  allowance is one 2X4 lay-in building  standard  fixture
per 80 s.f. of usable area leased.
     K.   Light Switches:
               Standard  allowance  is one single  pole  light  switch per room,
located in partition.
     L.   Electrical Outlets:
               Standard  allowance is one duplex  electrical wall receptacle per
100 s.f. of usable area leased.
    M.   Telephone/Data Outlets:
               Standard  allowance is one  telephone or data wall outlet per 200
s.f. of usable area leased.
     N.   Fire Alarm and Fire Extinguishers:
               Fire alarm  shall be  installed  in  accordance  with the General
Specifications; the standard allowance for fire extinguishers is two per suite.
     O.   Window treatment:
               Horizontal window blinds on exterior windows.
     P.   Floor Load:
               Floors are designed for 60 lbs. per s.f. live load.
     Q.   Design Services:
               A reasonable amount of consultation  with Lessor's  architect for
building  standard  items of work will be at no additional  cost to Tenant.  The
cost of design for items of work other than the building  standard items of work
shall be borne by Tenant.

                                  EXHIBIT "D"
                              ACCEPTANCE AGREEMENT
     THIS  AGREEMENT is made as of the date set forth below  between  WINCHESTER
REAL ESTATE MANAGEMENT (the "Lessor") and BANK OF CLARKE COUNTY (the "Lessee").
   WITNESSETH:
     WHEREAS,   Lessor   and  Lessee   entered   into  a  Tenant   Lease   dated
_______________,  (the  "Lease") for certain  premises in the building  known as
Winchester Medical Office Building in Winchester, Virginia (the "Premises"); and
WHEREAS,  Lessor and Lessee desire to execute this Agreement  pursuant to and as
required by the Lease.
     NOW THEREFORE, for good and valuable consideration, Lessor and Lessee agree
as follows:
          1. The Rent Commencement Date and the date of commencement of the term
of the Lease is __________________.
          2. The expiration date of the term of the Lease is _______________.
          3. Lessee is in  possession  of, and has  accepted,  the  Premises and
agrees that all the work to be  performed  by Lessor in the Premises as required
by the terms of the  Lease  has been  satisfactorily  completed  except  for any
punchlist items described in Schedule "A" attached hereto.
          4.  Lessee  certifies  that all  conditions  of the Lease  required of
Lessor as of this date have been  fulfilled and there are no defenses or setoffs
against the enforcement of the Lease by Lessor.

          WHEREFORE,  the parties hereto have signed and sealed this  Agreement,
as of the 20th day of March.


LESSEE:                                                LESSOR:

BANK OF CLARKE COUNTY                      WINCHESTER REAL ESTATE
                                             MANAGEMENT

By:     /s/ John R. Milleson              By:     /s/  C. Douglas Rosen

Name:   John R. Milleson                  Name:   C. Douglas Rosen

Title:  President & CEO                   Title:  Senior Vice President


By:

Attest:  /s/  Carol S. Jennings

                                  EXHIBIT "E"
                             RULES AND REGULATIONS
     1. The  sidewalks and public  portions of the Building,  such as entrances,
passages, courts, elevators, vestibules,  stairways, corridors or halls, and the
streets, alleys or ways surrounding or in the vicinity of the Building shall not
be obstructed, even temporarily, or encumbered by Lessee or used for any purpose
other than  ingress and egress to and from the  Premises.  No  rubbish,  litter,
trash or other material of any kind shall be placed,  emptied or thrown into the
public portions of the Building.
     2. No curtains,  blinds, shades, louvered openings, tinted coating, film or
screens shall be attached to or hung in, or used in connection with, any window,
glass  surface or door of the  Premises,  without the prior  written  consent of
Lessor, unless installed by Lessor.
     3. No sign,  advertisement,  notice or other  lettering shall be exhibited,
inscribed,  painted  or  affixed  by  Lessee on any part of the  outside  of the
Premises or Building  or on  corridor  walls or window or other glass  surfaces.
Signs on any entrance  door or doors shall  conform to the  Building's  standard
signage  requirements.  Signs on doors shall, at Lessee's expense, be inscribed,
painted or  affixed  by sign  makers  approved  by  Lessor.  In the event of the
violation  of the  foregoing  by  Lessee,  Lessor may remove  same  without  any
liability and may charge the expense incurred by such removal to Lessee.
     4. The windows,  heating,  ventilating and air conditioning vents and doors
that reflect or admit light and air into the halls,  passageways or other public
places in the Building shall not be covered or obstructed by Lessee.
     5. No  showcases or other  articles  shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in public halls, corridors,
or vestibules, without the prior written consent of Lessor.
     6. The water and wash closets and other plumbing fixtures shall not be used
for any  purposes  other  than  those for which  they were  constructed,  and no
sweepings,  rubbish,  rags, or other  substances  shall be thrown  therein.  All
damages resulting from any misuse of the fixtures shall be borne by Lessee.
     7.  Lessee  shall not in any way  deface  any part of the  Premises  or the
Building.  If Lessee desires to use linoleum or other similar floor covering, an
interlining of building's deadening felt shall first be affixed to the floor, by
a paste or other material,  soluble in water; the use of cement or other similar
adhesive materials, which are not water soluble, are expressly prohibited.
     8. No bicycles,  vehicles,  or animals of any kind shall be brought into or
kept in or about the  Premises.  No cooking shall be done or permitted by Lessee
on the  Premises  except  in  conformity  to law and  then  only in the  utility
kitchen, if any, as set forth in Lessee's layout,  which is to be primarily used
by Lessee's  employees for heating beverages and light snacks.  Lessee shall not
cause or permit any odors to be produced upon or permeate from the Premises.
     9.  No  space  in  the  Building  shall  be  used  for  the  manufacturing,
distribution or storage of merchandise or for the sale of merchandise, goods, or
property of any kind at auction.  Notwithstanding the foregoing, Lessee shall be
permitted  to sell or  otherwise  dispense,  as  reasonably  necessary,  medical
products in connection with Lessee's providing of medical or clinical services.

     10. Lessee shall not make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere  with  occupants  of the Building or  neighboring
buildings or premises or those having business with them,  whether by the use of
any musical  instrument,  radio,  talking machine,  unmusical noise,  whistling,
singing,  or in any other way.  Lessee shall not throw anything out of the doors
or windows or down the passageways of the Building.
     11. Neither Lessee, nor any of Lessee's  employees,  agents,  visitors,  or
licensees,  shall at any time bring or keep upon the Premises  any  inflammable,
combustible  or  explosive  fluid  or  chemical  substance  or  other  hazardous
material,  other  than  reasonable  amounts of  customary  medical  supplies  or
cleaning fluids or solvents required in the normal operation of Lessee's medical
offices.
     12. No  additional  locks or bolts of any kind shall be placed  upon any of
the doors or windows by Lessee,  nor shall any changes be made in existing locks
or the  mechanism  thereof,  without  the prior  written  approval of Lessor and
unless and until a duplicate key is delivered to Lessor.  Lessee shall, upon the
termination of its tenancy,  restore to Lessor all keys of storage,  offices and
to toilet rooms,  either furnished to, or otherwise  procured by, Lessee, and in
the event of the loss of any keys so  furnished,  Lessee shall pay to Lessor the
cost  thereof.  This  regulation  shall not  prohibit  Lessee  from  locking and
securing storage cabinets or other areas where prescription drugs are stored.
     13.  Lessee  shall not overload  any floor.  Lessee  shall obtain  Lessor's
consent before bringing any safes,  freight,  furniture,  large items of medical
equipment or bulky  articles  into the Building and Lessor can specify to Lessee
the location for the placement of such articles.  All removals,  or the carrying
in or out of any safes, freight,  furniture, large items of medical equipment or
bulky matter of any description must take place during the hours which Lessor or
the Building Manager may determine from time to time.  Lessor reserves the right
to inspect all freight to be brought  into the  Building and to exclude from the
Building all freight which  violates any of these Rules and  Regulations  or the
Lease of which these Rules and Regulations are a part. Lessee assumes, and shall
indemnify  and hold  Lessor  harmless  against  any and all  claims of injury or
damage to person or property arising in connection with Lessee's movement of the
aforesaid items.
     14.   Lessee   shall   refer  to  Lessor  all   contractors,   contractors'
representatives,  installation  technicians  or other persons  engaged to render
services on or to the Premises, for Lessor's approval, prior to the commencement
of any  contracted  services.  This  provision  shall  apply to any and all work
performed  in the Building on behalf of Lessee,  including,  but not limited to,
installations  of  communication,  medical  or  other  electrical  equipment  or
devices,  or such other installations or attachments of any nature affecting the
floors, walls, woodwork, trim, windows,  ceilings or equipment of any portion of
the Building.
     15.  Lessee  shall not occupy or permit any  portion of the  Premises to be
occupied  as an  office  for  a  public  stenographer  or  typist,  or  for  the
possession,  storage,  manufacture or sale of liquor, narcotics,  tobacco in any
forms or as a barber  or  manicure  shop,  or as a public  employment  bureau or
agency,  or for a public  finance  (personal  loan)  business.  Lessee shall not
engage or pay any employees on the Premises,  except those actually  working for
Lessee on said  premises,  nor advertise  for laborers  giving an address at the
Building.
     16.  Lessor  desires for the Building to be a  "smoke-free"  building,  and
Lessor  intends to  prohibit  smoking in the common  areas and other  untenanted
areas of the Building.  No smoking shall be allowed in the Building,  and Lessee
shall prohibit all its  employees,  agents,  contractors,  invitees and patients
from smoking in or around the Premises.
     17.  Lessee  agrees that it shall not employ any  cleaning  or  maintenance
contractor,  nor any individual,  firm or organization for such purpose, without
Lessor's prior written consent.
     18. Lessor shall have the right to prohibit advertising by Lessee which, in
Lessor's  opinion,  tends  to  impair  the  reputation  of the  Building  or its
desirability  as a building for medical  offices,  and upon written  notice from
Lessor, Lessee shall refrain from or discontinue such advertising.
     19.  Lessor  reserves  the  right to  exclude  from the  Building  when the
Building  is closed all  persons who do not sign in and out on a register in the
lobby of the Building, showing the name of the person, the place visited and the
time of arrival and departure, though Lessor is not obligated to maintain such a
system.  Lessor shall in no case be liable for damages for any error with regard
to the admission to or exclusion from the Building of any person. In the case of
invasion,  mob, riot,  public excitement or other  circumstances  rendering such
action advisable in the Lessor's  opinion,  Lessor reserves the right to prevent
access to the  Building  during the  continuance  of the same by such  action as
Lessor may deem appropriate, including closing doors.
     20.  The  Premises  shall not be used for  lodging or  sleeping  or for any
immoral or illegal purpose.
     21. Requests by Lessee for special or additional  services shall be made at
the Building management office.  Building employees will not perform any work or
do anything outside of their regular duties,  unless adequate prior arrangements
are made through the Building management office.
     22. Canvassing, soliciting, and peddling in the Building are prohibited and
Lessee shall cooperate to prevent the same.
     23.  There  shall not be used in any space,  or in the public  halls of the
Building,  either by Lessee or by its  jobbers or  others,  in the  delivery  or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.
     24. Lessee shall require all vendors,  couriers,  contractors  and delivery
persons to park in parking areas designated by Lessor for such purposes.
     25. Lessee, in order to obtain maximum effectiveness of the cooling system,
shall lower and close the blinds or drapes when the sun's rays fall  directly on
windows of Premises.  Lessee shall not remove the standard  blinds  installed in
the Premises.
     26. All paneling,  rounds or other wood products not  considered  furniture
shall be of fire retardant materials. Before installation of any such materials,
certification  of  the  materials'  fire  retardant   characteristics  shall  be
submitted to Lessor or its agents, in a manner satisfactory to Lessor.
     27.  Lessee  shall not  install any  vending  machines  in the  Building or
Premises without Lessor's consent.
     28. All articles and the arrangement,  style,  color and general appearance
thereof,  in the interior of the Premises that will be visible from the exterior
thereof,  including,  without limitation,  window displays,  advertising matter,
signs, merchandise,  furniture, and store fixtures, shall be subject to Lessor's
approval.
     29. Lessor may waive any one or more of these Rules and Regulations for the
benefit of any particular Lessee or Lessees,  but no such waiver by Lessor shall
be  construed  as a waiver of such Rules and  Regulations  in favor of any other
Lessee or Lessees,  nor prevent Lessor from thereafter  enforcing any such Rules
and Regulations against any or all of the Lessees of the Building.
     30.  These  Rules and  Regulations  are in  addition  to,  and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements and conditions of the main text of the Lease,  which text
shall control in the instance of conflict.
     31.  Lessor  reserves  the right to make such  other  reasonable  rules and
regulations as in its judgment may from time to time be needed for safety,  care
and  cleanliness of the  Building,.  Such other rules and  regulations  shall be
effective upon written  notification by Lessor to Lessee,  and all other tenants
in the  Building,  for whom such new rules and  regulations  shall be  uniformly
applied.

                                  EXHIBIT "F"
                           BASE RENT INCREASE FORMULA
     At the  conclusion of the initial five year term, the monthly rental amount
shall be adjusted  for the first  renewal  term (years  6-10) and for the second
renewal term (years 11-15) upon the following formula:
          The initial term monthly rental of $ _____________,  shall be adjusted
          based upon the "Consumer  Price Index for All Urban  Consumers,"  U.S.
          City  average - all items  (1984=100)  as  published  by the Bureau of
          Labor Statistics of the U.S. Department of Labor,  Washington,  D.C. -
          (herein  referred to as CPI-U)  existing as of the lease  commencement
          date as set forth in "Exhibit D" of this lease (hereafter  referred to
          as the "base"). The calculation shall be made as follows:
          a.    Divide the CPI-U  existing  as of the date of the  renewal  term
                (either the first or second renewal term as the case may be ) by
                the CPI-U for the "base."
          b.   Determine the difference between that result and 1.000.
                Multiply such result  obtained in "b" above by the basic monthly
                rental of $----------------.
          c.   Round up that result to the nearest whole dollar.

          d.   If such  CPI-U  increased,  add the amount as  determined  in "d"
                above to the base monthly rental of $_________________.
          e.    Such amount  determined  in "e" above shall be the new  adjusted
                monthly  rental for the first renewal term or the second renewal
                term, as the case may be.
          f.   It is the intention of the parties that the monthly rental amount
               shall be adjusted  twice based on the above stated formula at the
               beginning of the first renewal term,  and at the beginning of the
               second  renewal term,  and  thereafter  shall remain the same for
               each respective renewal term.
In the event the CPI-U is  discontinued,  ceases to  incorporate  a  significant
number of the items previously  incorporated therein, or if a substantial change
is made in the manner in which  such CPI-U is  calculated,  the  parties  hereto
shall  attempt  to  agree on an  alternative  form and if  agreement  cannot  be
reached,  the matter shall be submitted  to  arbitration  under the Rules of the
American  Arbitration  Association then in effect. In no event shall the rent be
less than the base rent set forth above.

                                  EXHIBIT "G"

                              SPECIAL STIPULATIONS

The Special  Stipulations,  if any, set forth below are also made a part of this
Lease:
     1. Following the expiration of the term,  Lessee shall pay Lessor (or shall
be paid by Lessor) for any amounts (or credits) due as Additional  Rent pursuant
to Paragraph 5 of the Lease. This obligation shall survive the expiration of the
Term and  "Operating  Expenses"  for the calendar year in which the term expires
shall be pro rated on a monthly basis.
     2.  Lessee may have  executed  this Lease  based  upon  preliminary  design
layouts and specifications,  and pricing of same by Lessor's  contractor.  It is
possible that the design of the Premises and the cost of the Tenant Improvements
may change as the Drawings and Specifications (i.e., final working drawings) are
prepared.  In the event such  change in cost is due to an error by Lessor or its
contractor,  the cost thereof shall be borne by Lessor. In the event such change
in cost is  caused  by error or  omission  or  failure  to act by Lessee or by a
design or  specification  change  requested  by  Lessee,  then  Lessee  shall be
responsible for any additional cost caused by such change.
          In the  event the  final  cost of the  Design  and  Specification  has
changed  through  no error of either  party  (e.g.,  due to  general  inflation,
reasonably  unforeseen details or requirements,  etc.), then the additional cost
shall be borne by Lessee. If Lessee is unwilling to pay such additional cost, it
may elect to cancel this Lease by giving  Lessor  written  notice of such intent
within five (5) business days of receiving Lessor's statement of such additional
cost.  Upon  receiving  Lessee's  written notice of intent to cancel this Lease,
Lessor may elect to waive the  additional  rent within five (5) business days of
receiving Lessee's notice of cancellation,  in which case this Lease will not be
canceled and the additional costs will be borne by Lessor.
     3. If not in default  hereunder and upon 120 days prior  written  notice to
Landlord,  Tenant  may renew  this  Lease for an  additional  period of five (5)
years, at the then current market rental.
     4. Upon commencement of this Lease, Tenant's lease in MOB I shall terminate
except  for any  amounts  owed by one party to the  other as of the  termination
date.
     5. Lessee will be  identified  (in standard  size and manner) on a building
directory  provided  by Lessor in the main lobby,  and on any floor  directories
provided by Lessor.
     6. Lessee  shall have  access to  Premises  24 hours per day,  365 days per
year, to include use of elevators,  lighting and  electricity  (but use of heat,
ventilation and air conditioning only as specified in Paragraph 7 of the Lease.)
     7. With  respect  to  Paragraph  9 (A) of the  Lease,  the  Lessor,  at its
expense,  shall maintain the structural elements of the Premises, the structural
elements and common areas of the Building of which the Premises are a part,  and
the common areas of the Land in good  condition and shall repair and/or  replace
the same with  reasonable  diligence when  necessary.  The  structural  elements
should be defined as including the roof,  exterior walls,  structural  supports,
windows and major systems such as plumbing, electrical, heating, ventilating and
air  .conditioning.  The Lessor  should be obligated to operate the Building and
the Land in a manner  consistent  with its  character  as a  first-class  office
building  and related  common  areas.  Further,  all  repairs  and  replacements
performed  by the  Lessor  shall  be at a  time  and  in a  manner  so as not to
unreasonably interfere with Lessee's normal business operations.


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