OFFICE
LEASE





LANDLORD:
              FIRST
      STATES INVESTORS 104, LLC,A
      DELAWARE LIMITED LIABILITY COMPANYTENANT:
              BANK
      OF AMERICA, N.A.,A
      NATIONAL BANKING ASSOCIATION





DATE:  AUGUST
1, 2004








TABLE OF
CONTENTS





LEASE
      AGREEMENT
              1A.  DEFINITIONS
              1B.  SPECIFIC
      TERMS AND CONDITIONS
              11ARTICLE
      1 - PREMISES
              111.1  Lease
      of Premises
              111.2  Delivery
      of Premises
              111.3  Contraction
      Option
              111.4  ROFO.
              111.5  Re-Measurement
              11ARTICLE
      2 - TERM
              122.1  Commencement
      Date
              122.2  Term
      of Lease
              122.3  Options
      to Extend
              122.4  Early
      Termination Right
              12ARTICLE
      3 - LEASE INDUCEMENT/RENT
              123.1  Lease
      Inducement
              123.2  Base
      Rent
              123.3  Base
      Rent Adjustment
              133.4  Personal
      Property Taxes
              133.5  Definition
      of Rent
              143.6  Late
      Charge
              14ARTICLE
      4 - OPERATING EXPENSES
              144.1  Tenant’s
      Responsibility for Operating Expenses
              144.2  High-Rise
      Operating Expenses
              144.3  Low-Rise
      Operating Expenses
              154.4  Revised
      Operating Expenses
              154.5  Gross-Up
              164.6  Procedure
      for Payment of Operating Expense Adjustments
              164.7  Review
      of Operating Expenses
              184.8  Tax
      Protests
              184.9  
      Limitation on Ad Valorem Tax Increases
              184.10
      Limitation on Capital Improvements
              19ARTICLE
      5 - USE
              195.1  Permitted
      Use
              195.2  Exclusivity
              195.3  Restriction
      on Use
              195.4  Common
      Areas
              205.5  Use
      of Building Shafts & Conduits
              205.6  Freight/Receiving
              20








ARTICLE
      6 - ATM INSTALLATION
                      206.1  Existing
      ATM
                      206.2  Additional
      ATMs
                      20ARTICLE
      7 - ALTERATIONS AND ADDITIONS
                      217.1  Tenant’s
      Rights to Make Alterations
                      217.2  Installation
      of Alterations
                      217.3  Tenant
      Improvements - Treatment at End of Lease
                      22ARTICLE
      8 - TENANT’S REPAIRS
                      228.1  Obligations
      to Repair
                      228.2  Right
      to Repair
                      23ARTICLE
      9 - NO LIENS BY TENANT
                      23ARTICLE
      10 - LANDLORD’S REPAIRS
                      2310.1  Scope
      of Landlord's Repairs
                      2310.2  Required
      Capital Improvements
                      2410.3  Landlord's
      Right of Entry to Make Repairs
                      2410.4  Building
      Structure and Building Systems
                      2510.5  ADA
                      25ARTICLE
      11 - BUILDING SERVICES
                      2511.1  Standard
      Building Services
                      2511.2  Additional
      Services
                      2511.3  Tenant’s
      Right to Elect Service Provider
                      2611.4  Meters
      and Submeters
                      26ARTICLE
      12 - ASSIGNMENT AND SUBLETTING
                      2612.1  Right
      to Assign, Sublease and Encumber
                      2612.2  Affiliated
      Companies/Restructuring of Business Organization
                      2612.3  Landlord's
      Right to Assign
                      2712.4  Occupancy
      By Others
                      27ARTICLE
      13 - INDEMNIFICATION; INSURANCE
                      2813.1  Indemnification
                      2813.2  Insurance
                      2813.3  Assumption
      of Risk/Waivers of Subrogation/ Minimization of Duplication
    ofInsurance Coverage/Limitations on Liability and Damages
                      3013.4  Allocation
      of Insured Risks/Subrogation
                      3213.5  Landlord
      Bankruptcy Proceeding
                      33ARTICLE
      14 - DAMAGE OR DESTRUCTION
                      3314.1  Loss
      Covered By Insurance
                      3314.2  Loss
      Not Covered By Insurance
                      3314.3  Destruction
      During Final Two Years
                      3414.4  Destruction
      of Tenant’s Personal Property, Tenant Improvements orProperty of Tenant’s Employees
                      3414.5  Exclusive
      Remedy
                      34








ARTICLE
      15 - EMINENT DOMAIN
              3415.1  Permanent
      Taking - When Lease Can Be Terminated
              3415.2  Permanent
      Taking - When Lease Cannot Be Terminated
              3415.3  Temporary
      Taking
              3415.4  Exclusive
      Remedy
              3515.5  Release
      Upon Termination
              35ARTICLE
      16 - DEFAULTS
              3516.1  Default
      by Tenant
              3516.2  Default
      by Landlord
              3516.3  Self-Help
              35ARTICLE
      17 - LANDLORD'S REMEDIES AND RIGHTS
              3617.1  Termination
      of Lease
              3617.2  Continuation
      of Lease
              3617.3  Right
      of Entry
              3617.4  Right
      to Perform
              3617.5  Remedies
      Not Exclusive
              36ARTICLE
      18 - ATTORNEYS’ FEES
              37ARTICLE
      19 - SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
              3719.1  Obligations
      of Tenant
              3719.2  Obligations
      of Landlord
              3719.3  Landlord’s
      Right to Assign
              3719.4  Attornment
      by Tenant
              3719.5  Non-Disturbance
              37ARTICLE
      20 - RESERVED
              38ARTICLE
      21 - HOLDING OVER
              3821.1  Surrender
      of Possession
              3821.2  Tenant's
      Right to Hold Over
              38ARTICLE
      22 - INSPECTIONS AND ACCESS
              3822.1  Entry
      by Landlord
              3822.2  Secured
      Areas
              38ARTICLE
      23 - NAME OF PROJECT
              39ARTICLE
      24 - SURRENDER OF LEASE
              39ARTICLE
      25 - WAIVER
              39ARTICLE
      26 - SALE BY LANDLORD
              39ARTICLE
      27 - NO LIGHT AND AIR EASEMENT
              39ARTICLE
      28 - FORCE MAJEURE
              40ARTICLE
      29 - ESTOPPEL CERTIFICATES
              40








ARTICLE
      30 - RIGHT TO PERFORMANCE
                  40ARTICLE
      31 - PARKING
                  4031.1  General
      Parking
                  4031.2  Ivey’s
      Parking Spaces
                  4131.3  Sublease
      of Ivey’s Parking Spaces
                  4131.4  Parking
      Garage Spaces
                  4131.5  Alternate
      Parking
                  41ARTICLE
      32 - SECURITY SERVICES
                  4232.1  Landlord's
      Obligation to Furnish Security Services
                  4232.2  Tenant's
      Right to Install Security System
                  42ARTICLE
      33 - NOTICES
                  42ARTICLE
      34 - SIGNAGE AND BUILDING IDENTITY
                  4334.1  Current/Existing
      Signage
                  4334.2  Exterior
      Signage
                  4334.3  Building
      Directory
                  4334.4  Name
      Change
                  43ARTICLE
      35 – FIBER OPTICS CONDUIT
                  43ARTICLE
      36 - ROOF RIGHTS
                  4336.1  Right
      to Install Communications Equipment
                  4336.2  Right
      of Use
                  4436.3  Rooftop
      HVAC
                  4436.4  Installation,
      Maintenance, Operation and Removalof Communications
      Equipment and HVAC Unit
                  44ARTICLE
      37 - SECURITY DEPOSIT
                  44ARTICLE
      38 - MISCELLANEOUS
                  4438.1  Authorization
      to Sign Lease
                  4438.2  Entire
      Agreement
                  4538.3  Severability
                  4538.4  Gender
      and Headings
                  4538.5  Exhibits
                  4538.6  UPS
      Generator
                  4538.7  Quiet
      Enjoyment
                  4538.8  No
      Recordation
                  4538.9  Cumulative
      Remedies
                  4638.10
      Brokers
                  4638.11
      Hazardous Materials
                  4638.12
      Concierge
                  4638.13
      Consent/Duty to Act Reasonably
                  4638.14
      Tenant’s Right to Purchase the Building
                  4638.15
      Survivability
                  4738.16
      Reserved
                  4738.17
      Covenants and Agreements
                  4738.18
      Interest on Past Due Obligations
                  4738.19
      When Payment Is Due
                  4738.20
      Reserved
                  4738.21
      Time is of the Essence
                  47





EXHIBITS





Exhibit
      “A”
                                -
                                PremisesExhibit
      “B”
                                -
                                Options
      to ExtendExhibit
      “C”
                                -
                                Option
      to ContractExhibit
      “D”
                                -
                                Right
      of First Offer to Lease SpaceExhibit
      “D-1”
                                -
                                Existing
      Lease RightsExhibit
      “E”
                                -
                                High-Rise
      Operating ExpensesExhibit
      “F”
                                -
                                Low-Rise
      Operating ExpensesExhibit
      “G”
                                -
                                Revised
      Operating ExpensesExhibit
      “H”
                                -
                                Legal
      Description of PropertyExhibit
      “I”
                                -
                                Standards
      for Utilities and ServicesExhibit
      “I-1”
                                -
                                General
      Cleaning SpecificationsExhibit
      “J”
                                -
                                Tenant
      Estoppel CertificateExhibit
      “K”
                                -
                                Tenant’s
      Right to Purchase the BuildingExhibit
      “L”
                                -
                                Common
      Area Usage for Special EventsExhibit
      “M”
                                -
                                Memorandum
      of Lease





LEASE
AGREEMENT





This LEASE AGREEMENT (“Lease”), dated
as of the last date set forth on the signature page(s) hereof, is made and
entered into by and between First States Investors 104, LLC, a Delaware limited
liability company (“Landlord”), and Bank of America, N.A., a national banking
association (“Tenant”).





RECITALS:





Whereas, Cousins Properties
Incorporated, successor in interest to WF Associates, as landlord, and Tenant
through its predecessor in interest, NationsBank of North Carolina, as tenant,
entered into that certain Office Lease, dated September 1, 1994, which was
subsequently amended, for the lease of space on the 11th through
15th
floors of the Building commonly known as One Independence Center (the “High-Rise
Lease”); and





Whereas, Cousins Properties
Incorporated, successor in interest to WF Associates, as landlord, and Tenant
through its predecessor in interest, North Carolina National Bank, as tenant,
entered into that certain Lease Agreement, dated October 1, 1981, which was
subsequently amended, for the lease of space on the basement level and the
1st
through 9th floors
of the One Independence Center (the “Low-Rise Lease”); and





Whereas, Landlord has now purchased One
Independence Center; and





Whereas,
Landlord and Tenant have agreed to enter into a new lease for the space
currently occupied by Tenant in One Independence Center; and





Whereas, Landlord and Tenant agree that
upon the Commencement Date of this Lease, this Lease shall supersede and replace
the Low-Rise and High-Rise Leases (collectively, the “Prior Leases”) in their
entirety, and the Prior Leases shall automatically terminate and be of no
further force or effect, except that any currently outstanding obligations of
either party under the Prior Leases as of the Commencement Date of this Lease
shall carry forward.





Now, therefore, in consideration of the
mutual covenants and agreements set forth herein, and for other sufficient
consideration received and acknowledged by each party, Landlord and Tenant agree
as follows:





A.





DEFINITIONS





The following definitions are
incorporated into this Lease and said provisions shall have the following
meanings throughout this Lease.





ADA:
                  
                  American
      with Disabilities Act of 1990, 42 U.S.C. 12101 et seq., as
      amended.Additional
      Services:
                  
                  As
      defined in Section
11.2.








Affiliate:
                  
                  Shall
      mean, with respect to Landlord or Tenant, as the case may be, a Person or
      Persons directly or indirectly, through one or more intermediaries,
      controlling, controlled by or under common control with Landlord or
      Tenant.  The term "control" as used in the immediately preceding
      sentence, means, with respect to a Person that is a corporation, the right
      to exercise, directly or indirectly, more than twenty-five percent (25%)
      of the voting rights attributable to the shares of the controlled
      corporation and, with respect to a Person that is not a corporation, the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of the controlled
      Person.Alterations:
                  
                  Any
      and all alterations, additions, and or improvements to the Premises made
      by or for Tenant at any time during the Term of this Lease or the Prior
      Leases.Annual
      Base Rent:
                  
                  As
      set forth in Section 3.2.Applicable
      Laws:
                  
                  All
      applicable laws, ordinances, orders, rules, regulations and other
      requirements of federal, state, municipal or other agencies or bodies
      having jurisdiction over the use, condition and occupancy of the Building,
      Premises, Project or Property, including but not limited to the Federal
      Comprehensive Environmental Response, Compensation and Liability Act, the
      Federal Resource Conservation Recovery Act, the North Carolina Oil
      Pollution and Hazardous Substances Control Act, the North Carolina
      Inactive Hazardous Sites Act, and any other legal requirement concerning
      environmental, health and safety matters, and access and facilities for
      handicapped or disabled persons.ATM
      Improvements:
                  
                  As
      defined in Section 6.2(a).Base
      Building:
                  
                  The
      Building as initial constructed by Landlord in accordance with the plans
      and specifications therefore.Base
      Building Upgrades:
                  
                  The
      capital improvements to be made by Landlord pursuant to Section 10.2 (a)
      through (f).Basement
      Space:
                  
                  Approximately
      2,578 square feet of Rentable Area on the basement level of the Building,
      as depicted on Exhibit
      A.Base
      Rent:
                  
                  As
      defined in Section
3.2.


2





Base
      Rent Adjustment:
                  
                  As
      defined in Section 3.3.BOMA
      Standards:
                  
                  BOMA
      American National Standard Z65.1-1996, as promulgated by the Building
      Owners and Managers Association.Broker:
                  
                  Tenant
      is represented by Lincoln Harris LLC, a North Carolina limited liability
      company, in connection with the transaction contemplated by this
      Lease.Budget:
                  
                  As
      set forth in Section 4.6.Building:
                  
                  The
      twenty (20) story office tower commonly known as 101 Independence Center
      located on the northwestern corner of North Tryon Street and East Trade
      Street, having an address of 101 North Tryon Street, Charlotte, North
      Carolina, consisting of approximately 503,350 square feet of office space
      and approximately 22,855 square feet of Retail Space..Building
      Structure:
                  
                  As
      set forth in Section 10.3.Building
      Systems:
                  
                  As
      set forth in Section 10.3.Claims:
                  
                  As
      defined in Section 13.3(b).Committee:
                  
                  As
      defined in Exhibit
      L.Common
      Areas:
                  
                  All
      driveways and roadways now or hereafter located within the Project, all
      plazas and walkways now or hereafter located within the Project, all
      utility lines, pipes, wires, cables and other utility facilities now or
      hereafter located within and serving the Project or otherwise exclusively
      serving the Project (except such utility facilities serving exclusively
      specific tenants, if applicable), any retention or detention facilities
      now or hereafter serving the Project, any storm and sanitary sewers,
      culverts, drains, headwalls, manholes and related equipment now or
      hereafter located within the Project, all grounds and landscaping within
      the Project, all covered walkways, tunnels, or other means of access to
      the Building, Parking Garage and Ivey’s Parking Deck, together with all
      hallways, lobbies, bathrooms, corridors, elevators, entrances and exits,
      stairways and other similar areas within the Building and the Parking
      Garage and Ivey’s Parking Deck which are designated by Landlord, from time
      to time, for the use of all of the tenants of the
      Project.  Common Areas shall not include elevator lobbies,
      bathrooms and exterior corridors on floors fully leased to Tenant, (or, if
      applicable, fully leased to any other single tenant).  Landlord
      reserves the right at any time and from time to time to make or permit
      changes and revisions to the Building, the Parking Garage, Ivey’s Parking
      Deck, the Common Areas and/or the Property which do not materially,
      adversely affect Tenant's use and occupancy of the Premises; provided that
      no such changes or revisions shall limit or otherwise materially,
      adversely affect Tenant's use of or access to the Premises, the Building,
      the Parking Garage or Ivey’s Parking
Deck.


3





Communications
      Equipment:
                
                As
      defined in Article 36.Contract
      Rate:
                
                The
      rate publicly announced from time to time, by Bank of America, N.A. or its
      successor bank at its headquarters in Charlotte, North Carolina, as its
      Prime Rate, plus one percent (1%).Controllable
      Expenses:
                
                Those
      items of Revised Operating Expenses for which Landlord has a reasonable
      ability to control the amount of any increases, such items being all items
      of Revised Operating Expenses except for those related to provisions of
      utilities, taxes, governmental assessments and other governmental charges
      and insurance premiums.Commencement
      Date:
                
                As
      defined in Section 2.1.Eligibility
      Period:
                
                As
      defined in Section 13.3(d).Estoppel
      Certificate:
                
                As
      defined in Article 29.Event
      of Default:
                
                As
      defined in Section 16.1.Extended
      Term:
                
                As
      defined in Section
21.2.


4





Fair
      Market Value Rental Rate:
                    
                    The
      competitive market rental rate which Tenant would expect to pay and
      Landlord would expect to receive under leases for office space of similar
      size and quality, as provided for in, and on terms and conditions
      comparable to, this Lease covering premises similar to the Premises
      (whether or not then available), adjusted to take into account the value
      of any tenant improvement allowance, rent concession, moving expense
      reimbursement or other financial inducement or allocation which Landlords
      in the Charlotte, North Carolina market area would or might consider in
      establishing the rental rate to offer to non-renewal, nonequity tenants,
      the cost to Landlord of vacancy and downtime while the Premises would be
      marketed and refurbished for another tenant, costs of reletting including
      legal fees, brokerage commissions, and tenant allowances, and taking
      further into account the “single user” or specialty nature of the
      Building, the costs of subdividing space for multiple tenants, the
      creditworthiness of Tenant, and the floor size and efficiency of the floor
      plate.Fiber
      Optics:
                    
                    As
      defined in Article 35.Force
      Majeure:
                    
                    As
      defined in Article 28.Hazardous
      Materials:
                    
                    As
      defined in Section 38.11.High-Rise:
                    
                    That
      portion of the Premises located on the 11th
      through 15th
      floors of the Building.High-Rise
      Lease:
                    
                    As
      defined in the Recitals.High-Rise
      Operating Expenses:
                    
                    As
      defined in Exhibit E.High-Rise
      Operating Expense Base:
                    
                    Seven
      and 11/100 Dollars ($7.11).High-Rise
      Operating Expense Period:
                    
                    August
      1, 2004 through November 20, 2010.HVAC:
                    
                    As
      set forth in Exhibit
      I.HVAC
      Unit:
                    
                    As
      defined in Section 36.3.Indemnity
      Claims:
                    
                    As
      defined in Section 13.1.Independent
      Determination:
                    
                    As
      defined in Section 4.7.Ivey’s
      Parking Deck:
                    
                    The
      parking deck owned by Landlord and located adjacent to the Building,
      commonly known as Ivey’s Parking Deck, including, without limitation,
      stairways, elevators and mechanical systems.Ivey’s
      Parking Fee:
                    
                    As
      defined in Section
31.2.


5





Ivey’s
      Parking Spaces:
                      
                      Those
      Parking Spaces located in the Ivey’s Parking Deck as set forth in Section
      31.2.Parking
      Garage:
                      
                      The
      underground parking garage associated with the Building, including,
      without limitation, stairways, elevators and mechanical
      systems.Landlord:
                      
                      First
      States Investors 104, LLC, a Delaware limited liability company, its
      successors and assigns.Landlord
      Upgrades:
                      
                      As
      defined in Exhibit A of the Third Amendment to the High-Rise
      Lease.Landlord’s
      Associates:
                      
                      As
      defined in Section 13.3(b).Landlord's
      Address for Notices:
                      
                      First
      States Investors 104, LLC1725
      The FairwayJenkintown,
      PA  19046Attn:  ______________________Copy
      to:Morgan,
      Lewis & Bockius LLP1701
      Market Street
                        Philadelphia,
      Pennsylvania 19103Attn:  ______________________Landlord’s
      Employees:
                      
                      As
      defined in Section 13.1Landlord’s
      Property:
                      
                      As
      defined in Section 13.3(b).Lease
      Inducement Fee:
                      
                      The
      fee payable by Landlord to Tenant as set forth in Section
    3.1.Lobby
      Space:
                      
                      As
      defined in Exhibit
      L.Low-Rise:
                      
                      That
      portion of the Premises located on the 1st through 9th floors of the
      Building.Low-Rise
      Lease:
                      
                      As
      defined in the Recitals.Low-Rise
      Operating Expenses:
                      
                      As
      defined in Exhibit
      F.Low-Rise
      Operating Expense Base:
                      
                      Zero
      (0).Low-Rise
      Operating Expense Period:
                      
                      August
      1, 2004 through July 31, 2008.Measuring
      Firm:
                      
                      As
      defined in Section 1.5.Minimum
      Purchase Price:
                      
                      As
      set forth in Exhibit
      K.


6





Monthly
      Base Rent:
                  
                  As
      defined in Section 3.2.Net
      Base Rent:
                  
                  As
      defined in Section 3.3.Other
      Occupants:
                  
                  As
      defined in Section 13.4.Parking
      Spaces:
                  
                  The
      total amount of parking spaces to be made available by Landlord to Tenant
      pursuant to Section 31.1.Parking
      Garage Spaces:
                  
                  Those
      Parking Spaces located in the Parking Garage as set forth in Section
      31.4.Payee:
                  
                  As
      defined in Section 3.6.Person:
                  
                  A
      natural person, a partnership, a corporation, a limited liability company,
      and any other form of business or legal association or
    entity.Personal
      Property:
                  
                  Tenant’s
      trade fixtures, furnishings, equipment or other personal property located
      in or used at the Premises.Personal
      Property Taxes:
                  
                  As
      defined in Section 3.4.Premises:
                  
                  Floor
                  Rentable Area1
                  9892
                  35,4583
                  37,5864
                  38,2745
                  38,2746
                  21,6107
                  21,6108
                  21,6109
                  21,61011
                  22,53012
                  14,77913
                  22,77114
                  21,46915
                  22,771Basement
      Space
                  2,578343,919
      Total




7




Landlord
      and Tenant acknowledge that the hoisting shaft space (mail service shaft)
      that was a part of the premises under the Prior Leases shall not be a part
      of the Premises leased by Tenant under this Lease.  Landlord and
      Tenant further acknowledge that the Tenant shall have the right in
      accordance with Section 1.5 hereof, to verify the Rentable Area
      calculations by an architect mutually agreed upon by Landlord and
      Tenant.Prior
      Leases:
                              
                              Collectively,
      the Low-Rise Lease and High-Rise Lease.Program:
                              
                              As
      defined in Exhibit
      L.Project:
                              
                              The
      Property, including all improvements located or to be located on the
      Property, consisting of the Building, the Parking Garage, Ivey’s Parking
      Deck, and the pedestrian plazas, located on the
PropertyProperty:
                              
                              That
      certain property described on Exhibit H
      attached hereto and incorporated herein by reference, located on the city
      block bounded by North Tryon Street, Trade Street, the Ivey’s Building,
      and Church Street.Purchase
      Notice:
                              
                              As
      set forth in Exhibit
      K.Recapture
      Space:
                              
                              As
      defined in Section 12.3.Recitals:
                              
                              The
      Recitals set forth on the first page of this Lease, which Landlord and
      Tenant acknowledge are accurate and shall be incorporated herein by
      reference.Reminder
      Notice:
                              
                              As
      set forth in the Option to Extend attached hereto as Exhibit
      B.Renewal
      Notice:
                              
                              As
      set forth in the Option to Extend attached hereto as Exhibit
      B.Renewal
      Term:
                              
                              As
      defined in Exhibit
      B.Renewal
      Term Purchase Notice:
                              
                              As
      set forth in Exhibit
      K.Rent:
                              
                              As
      defined in Section 3.5.Rent
      Commencement Date:
                              
                              August
      1, 2004.Rentable
      Area:
                              
                              The
      rentable portion of any leasable premises in the Building expressed in
      square feet or fractions thereof, whether or not such premises are to be
      used for office, retail or service-related
uses.


8





Rentable
      Area in the Building:
                          
                          Subject
      to final determination in accordance with Section 1.5 of this Lease,
      approximately 343,919 square feet.Rental
      Rate:
                          
                          As
      set forth in Section 3.2.Required
      Capital Improvements:
                          
                          As
      set forth in Section 10.2.Retail
      Space:
                          
                          The
      areas within the Premises actually allocated by Landlord exclusively to
      retail operations.Revised
      Base Expense Rate:
                          
                          The
      Revised Operating Expenses for the Building, annualized by Landlord, for
      the period commencing August 1, 2008 and continuing throughout the
      remainder of the Term.Revised
      Operating Expenses:
                          
                          As
      defined in Exhibit
      G.Revised
      Operating Expense Period:
                          
                          As
      defined in Section 4.4.ROFO
      Space:
                          
                          As
      set forth in Exhibit
      D.Second
      Measuring Firm:
                          
                          As
      defined in Section 1.5.Secured
      Areas:
                          
                          As
      defined in Section 22.2.Security
      Deposit:
                          
                          None.Sender:
                          
                          As
      defined in Section 3.6.Services:
                          
                          Those
      services required by this Lease to be provided by Landlord, which are
      commonly offered by owners of first class buildings in similar market
      areas, as further described in Section 11.1 and Exhibit
      I.Standard
      Building Capacity:
                          
                          As
      set forth in Exhibit
      I.Taxes:
                          
                          As
      defined in Exhibit G,
      Paragraph (I)(l).Tax
      Protest:
                          
                          As
      defined in Section 4.8.Tenant:
                          
                          Bank
      of America, N.A., a national banking association, its successors or
      assigns.Tenant's
      Address for Notices:
                          
                          Bank
      of America, N.A.Corporate
      Workplace525
      North Tryon Street, 4th
      FloorNC1-023-04-03Charlotte,
      NC
28255


9





Attn: Headquarters
      Real EstateAsset ManagerCopy
      to:Bank
      of America Legal DepartmentBank
      of America Plaza, 29th
      Floor101
      South Tryon StreetNC1-002-29-01Charlotte,
      NC 28255Attn:    
      Connie J. MillerAssistant General CounselCopy
      to:Lincoln
      HarrisBank
      of America Corporate CenterNC1-007-26-01100
      N. Tryon Street, Suite 2600Charlotte,
      NC  28202Tenant’s
      Associates:
                          
                          As
      defined in Section 13.3(b).Tenant’s
      Employees:
                          
                          As
      defined in Section 8.1.Tenant
      Improvements:
                          
                          Those
      items of design and construction which are allocated to Tenant hereunder
      in connection with future expansions and/or in connection with prior build
      out of initial Premises.Tenant’s
      Property:
                          
                          As
      defined in Section 13.3(b).Tenant's
      Pro-rata Share:
                          
                          Subject
      to Sections 1.3, 1.4 and 12.3 of this Lease, the ratio (as determined from
      time to time) of the Rentable Area in the Premises (or portion thereof, if
      applicable) to the Rentable Area in the Building.Term:
                          
                          Seventeen
      (17) Years, beginning on August 1, 2004 and ending on July 31, 2021,
      unless terminated or extended pursuant to Section 2.2 and Exhibit B
      hereof.Third
      Party Offer:
                          
                          As
      defined in Exhibit
      K.Use:
                          
                          Any
      legally permitted use, including but not limited to the exclusivity clause
      contained in Section 5.2.Variable
      Operating Costs:
                          
                          As
      defined in Exhibit G,
      Paragraph (I), Subparagraph
(o).


10





Year,
      Calendar Year, Lease Year:
              A
      Year shall be any period of 365/366 consecutive days.  Calendar
      Year shall mean the period from January 1 to December 31.  Lease
      Year shall refer to each Year beginning August 1, 2004.Year-End
      Statement:
              As
      set forth in Section 4.6(b).





B.





SPECIFIC TERMS AND
CONDITIONS





Landlord and Tenant specifically agree
as follows:





ARTICLE 1 -
PREMISES





1.1           Lease of
Premises.  Landlord leases to Tenant, and Tenant leases from
Landlord, the Premises described in Section A hereof and shown on the floor
plans attached as Exhibit
A.





1.2           Delivery of
Premises.  Landlord and Tenant acknowledge that Tenant has
previously occupied the Premises pursuant to the Prior Leases.  Upon
the Commencement Date hereof, Tenant shall continue to occupy the Premises under
this Lease and shall have the right to operate its business in the Premises in a
continuous and uninterrupted manner.





1.3           Contraction
Option.  The option to contract granted by Landlord to Tenant
under this Lease shall be as set forth in Exhibit C hereto and
is specifically incorporated herein by reference.





1.4           ROFO.  The
right of first offer granted by Landlord to Tenant under this Lease shall be as
set forth in Exhibit
D hereto and is specifically incorporated herein by
reference.





1.5           Re-Measurement.
Landlord and Tenant have agreed that Landlord will re-measure the Premises and
the Building in accordance with BOMA Standards.  Landlord shall
appoint an architectural firm (“Measuring Firm”) reasonably satisfactory to both
Landlord and Tenant to conduct the re-measurement of the Building and/or
Premises.  Landlord shall provide the Measuring Firm CAD files,
drawings and area spreadsheets for all floors and Common Areas of the Building
that are in Landlord’s possession.  The re-measurement shall include
rentable and useable measurements and an add-on factor as determined by the
Measuring Firm in accordance with BOMA Standards.  The Measuring Firm
shall provide measurements and drawings to both Landlord and Tenant for their
review and mutual approval. Landlord and Tenant shall approve or disapprove the
measurements and drawings within thirty (30) days of receipt and shall provide
written notice of such approval or disapproval to the other party and the
Measuring Firm.   If Landlord and Tenant both approve the
measurements and drawings provided by the Measuring Firm, then such measurements
and drawings shall be deemed final and approved.  If Landlord and/or
Tenant dispute the measurements and/or drawings, Landlord and Tenant shall
appoint a second architectural firm (“Second Measuring Firm”) reasonably
satisfactory to both parties to conduct a second re-measurement of the Building
and Premises.  The Second Measuring Firm shall follow the same
procedures set forth above for the initial Measuring Firm; provided, however,
that the Second Measuring Firm’s drawings and measurements shall be deemed final
and Landlord and Tenant shall have no approval rights with regard
thereto.  The cost of the re-measuring of the Building and Premises
shall be borne by Landlord; however, if there is a second re-measuring, the
costs of such second re-measurement shall be divided equally between Landlord
and Tenant.   Notwithstanding the above, in no event shall the
Base Rent be decreased or increased due to the re-measurement of the Premises,
however, Tenant’s Pro-rata Share of High-Rise, Low-Rise and Revised Operating
Expenses shall be adjusted based upon such re-measurement and shall become
effective as of the Rent Commencement Date of this Lease.  Landlord
and Tenant agree to promptly enter into an amendment to this Lease incorporating
any changes to the provisions of this Lease as a result of such
re-measurement.


11





ARTICLE 2 -
TERM





2.1           Commencement
Date.  Upon the date of full execution of this Lease by
Landlord and Tenant, the Commencement Date shall be retroactive to August 1,
2004.  The last party signing this Lease agrees to deliver a fully
executed original to the other party no later than three (3) business days after
the date of full execution.





2.2           Term of
Lease.  This Lease shall continue for a term of seventeen (17)
Years, commencing August 1, 2004 and ending at 11:59 p.m., EST, on July 31, 2021
(the “Term”), unless extended pursuant to Section 2.3 and Exhibit B hereof, or
unless sooner terminated pursuant to the further provisions of this
Lease.





2.3           Options to
Extend.  The four (4) consecutive options to extend the Term of
this Lease for five (5) Years each, to be granted by Landlord to Tenant under
this Lease shall be set forth in Exhibit B hereto,
which Exhibit is specifically incorporated herein by reference.





2.4           Early Termination
Right.  By providing no less than 12 months notice, together
with payment equal to three (3) month’s Base Rent for the portion of the
Premises terminated by Tenant at the then current rate, Tenant will have a
one-time right at the end of the twelfth (12th) Lease
Year to terminate all or a portion of the Premises; provided that, in the case
of a partial termination, such partial termination is in full floor increments
only, unless Tenant occupies a partial floor, in which case such termination
shall apply to the entirety of any partial floor occupancy for which Tenant has
elected early termination.





ARTICLE 3 – LEASE
INDUCEMENT/RENT





3.1           Lease
Inducement.  As an inducement for Tenant to enter into this
Lease, which, among other things, extends the term of Tenant’s occupancy of the
Premises, Landlord has agreed to pay to Tenant the sum of Five Million Seven
Hundred Twenty Thousand and No/100 Dollars ($5,720,000.00) (the “Lease
Inducement Fee”).  Landlord agrees to pay the Lease Inducement Fee to
Tenant, in immediately available funds, no later than ten (10) days after the
full execution hereof.





3.2           Base
Rent.   Tenant agrees to pay to Landlord, as rent (“Base
Rent”) for the Premises, Base Rent as set forth below:





Base Rent
for Floors 1 through 9 (Low Rise floors)





Floors
                    
                    Rentable Area
                    
                    Period
                    
                    Rental Rate*
                    
                    
                    Annual Base Rent
                    
                    
                    Monthly Base Rent1-9
                    
                    237,021
                    
                    8/1/2004
      -8/31/2004
                    
                    $
                    20.40
                    
                    
                    $
                    4,835,228.40
                    
                    
                    $
                    402,935.701-9
                    
                    237,021
                    
                    9/1/2004
      -8/31/2005
                    
                    $
                    20.81
                    
                    
                    $
                    4,932,407.01
                    
                    
                    $
                    411,033.921-9
                    
                    237,021
                    
                    9/1/2005
      -8/31/2006
                    
                    $
                    21.23
                    
                    
                    $
                    5,031,955.83
                    
                    
                    $
                    419,329.651-9
                    
                    237,021
                    
                    9/1/2006
      -8/31/2007
                    
                    $
                    21.65
                    
                    
                    $
                    5,131,504.65
                    
                    
                    $
                    427,625.391-9
                    
                    237,021
                    
                    9/1/2007
      -7/31/2008
                    
                    $
                    22.08
                    
                    
                    $
                    5,233,423.68
                    
                    
                    $
                    436,118.641-9
                    
                    237,021
                    
                    8/1/2008
      - 7/31/2009
                    
                    $
                    19.25
                    
                    
                    $
                    4,562,654.25
                    
                    
                    $
                    380,221.191-9
                    
                    237,021
                    
                    8/1/2009
      - 7/31/2021
                    
                    See
      * Below


12





Base Rent
for Floors 11 through 15 (High Rise floors)





Floors
                          
                          Rentable
      Area
                          
                          Period
                          
                          Rental
      Rate*
                          
                          
                          Annual
      Base Rent
                          
                          
                          Monthly
      Base Rent11-15
                          
                          104,320
                          
                          8/1/2004
      - 11/30/2004
                          
                          $
                          19.10
                          
                          
                          $
                          1,992,512.00
                          
                          
                          $
                          166,042.6711-15
                          
                          104,320
                          
                          12/1/2004
      - 11/30/2005
                          
                          $
                          19.34
                          
                          
                          $
                          2,017,548.80
                          
                          
                          $
                          168,129.0711-15
                          
                          104,320
                          
                          12/1/2005
      - 11/30/2006
                          
                          $
                          19.58
                          
                          
                          $
                          2,042,585.60
                          
                          
                          $
                          170,215.4711-15
                          
                          104,320
                          
                          12/1/2006
      - 11/30/2007
                          
                          $
                          19.83
                          
                          
                          $
                          2,068,665.60
                          
                          
                          $
                          172,388.8011-15
                          
                          104,320
                          
                          12/1/2007
      - 11/30/2008
                          
                          $
                          20.08
                          
                          
                          $
                          2,094,745.60
                          
                          
                          $
                          174,562.1311-15
                          
                          104,320
                          
                          12/1/2008
      - 11/30/2009
                          
                          $
                          20.34
                          
                          
                          $
                          2,121,868.80
                          
                          
                          $
                          176,822.4011-15
                          
                          104,320
                          
                          12/1/2009
      - 11/20/2010
                          
                          $
                          20.60
                          
                          
                          $
                          2,148,992.00
                          
                          
                          $
                          179,082.6711-15
                          
                          104,320
                          
                          11/21/2010
      - 7/31/2021
                          
                          See
      * Below





Base Rent
for Basement Space





Floors
                    
                    Rentable Area
                    
                    Period
                    
                    Rental Rate
                    
                    
                    Annual Base Rent
                    
                    
                    Monthly Base RentBasement
                    
                    2,578
                    
                    8/1/2004
      - 7/31/2004
                    
                    $
                    13.00
                    
                    
                    $
                    33,514.00
                    
                    
                    $
                    2,792.83





*  Subject
to re-measurement pursuant to section 1.5. Upon re-measurement the Rental Rate
may adjust however, the Annual Base Rent Amount is fixed as stated in the above
table.





Base Rent
shall not be adjusted due to the re-measurement of the Premises in accordance
with Section 1.5 hereof.





3.3           Base Rent
Adjustment.  Commencing on August 1, 2009, Base Rent for the
Low Rise floors shall equal (i) $19.25 per square foot of Rentable Area in the
Low Rise floors, plus (ii) an amount equal to 1.25% of the Net Base Rent (as
adjusted) in effect for the previous Lease Year (the “Base Rent
Adjustment”).   Thereafter, on August 1 of each succeeding Year,
annual Base Rent for the Low Rise floors shall increase by an amount equal to
the Base Rent Adjustment.   Commencing on November 21, 2010, Base
Rent for the High Rise floors shall be at the then applicable rental rate (i.e.,
as escalated) as specified above for the Low Rise floors and shall thereafter
escalate on August 1 of each Year by an amount equal to the Base Rent
Adjustment.  The Net Base Rent for the Lease Year commencing August 1,
2009 shall be the difference between $19.25 per square foot of Rentable Area in
the Premises and the Revised Operating Expense Base per square foot of Rentable
Area in the Premises.  Landlord shall provide Tenant written notice of
each Base Rent Adjustment amount no later than sixty (60) days prior to the date
such Base Rent Adjustment shall go into effect.  There shall be no
Base Rent Adjustment for Basement Space.





3.4           Personal Property
Taxes.  In addition to Base Rent, Tenant shall pay to the
appropriate taxing authority(ies), prior to delinquency, all Personal Property
taxes, charges, rates, duties and license fees (collectively, “Personal Property
Taxes”) assessed against or levied upon Tenant's Personal
Property.  Tenant shall request the appropriate taxing authority to
have such Personal Property Taxes upon the Personal Property billed separately
from the property of Landlord.


13


3.5           Definition of
Rent.  Rent includes any and all payments of Base Rent and any
and all taxes, fees, charges, costs, expenses, insurance obligations, late
charges, and all other payments, disbursements or reimbursements (collectively
“Rent”) which are attributable to, payable by or the responsibility of Tenant
under this Lease.  Annual Base Rent shall be paid in twelve equal
monthly installments, in advance, on the first day of each month.  Any
Rent payable to Landlord by Tenant for any fractional month shall be prorated
based on the actual number of days in the applicable month.  All
payments owed by Tenant under this Lease shall be paid to Landlord in lawful
money of the United States of America at the address specified for Landlord in
the definitions section of this Lease as may be changed from time to time
pursuant to Article 33.  All payments shall be paid without deduction,
set-off or counterclaim, except as otherwise expressly provided in this
Lease.





3.6           Late
Charge.  Landlord and Tenant acknowledge that the late payment
by Tenant of Rent, as applicable, or the late payment by Landlord of amounts
owed to Tenant under this Lease will cause the party who was entitled to receive
such payment (“Payee”) to incur damages, including administrative costs, loss of
use of the overdue funds and other costs, the exact amount of which would be
impractical and extremely difficult to fix.  Landlord and Tenant agree
that if the Payee does not receive a payment within ten (10) days following the
delivery by Payee of notice to the other party (“Sender”) that such payment is
overdue, the overdue amount shall bear interest at the Contract Rate, from the
date payment of such amount was due until Payee receives the overdue
payment.  Notwithstanding the foregoing, however, in the event Sender
is late and, as a result thereof, Payee delivers any such notice more than twice
in any twelve (12) consecutive month period, then in each instance, if any,
during the twelve (12) month period immediately following said second notice
that such payment is not received on or before the date same is due, the overdue
amount shall bear interest at the Contract Rate from the applicable due date
until Payee receives the overdue payment, without any such ten (10) day grace
period, but provided that such notice is sent to Sender within ten (10) days of
the due date.  If such notice is not sent within the ten (10) day
period, the late charge shall be computed at the Contract Rate from the date
such notice is received by Sender.  Acceptance of the late charges by
Payee shall not cure or waive a default, nor prevent Payee from exercising,
before or after such acceptance, any of the rights and remedies for a default
provided by this Lease or at law.  Payment of the late charge is not
an alternative means of performance of Payee's obligation at the times specified
in this Lease.  Payee will be liable for the late charge regardless of
whether Payee's failure to pay when due constitutes a default under this
Lease.





ARTICLE 4 - OPERATING
EXPENSES





4.1           Tenant’s Responsibility for
Operating Expenses.  Tenant shall pay as additional rent,
Tenant’s Pro-rata Share of High-Rise, Low-Rise and/or Revised Operating
Expenses, as applicable, as determined pursuant to this Article 4 and the
provisions of Exhibits
E, F and G, which are incorporated herein by
reference.  Landlord and Tenant acknowledge and agree that Tenant
shall not pay any High-Rise, Low-Rise or Revised Operating Expenses as set forth
in this Article 4 with regard to the Basement Space.  Landlord agrees
that operating expenses shall be consistently applied for and throughout the
Building (i.e., Landlord’s contracts for identical services provided to each
floor of the Building shall be the same and there shall be no variance in the
costs to provide identical services to different floors throughout the
Building).





4.2           High-Rise Operating
Expenses.  During the period commencing August 1, 2004 and
ending November 20, 2010, (“High-Rise Operating Expense Period”), if Landlord's
High-Rise Operating Expenses exceed the High-Rise Operating Expense Base, Tenant
agrees to pay as additional monthly rent for floors 11 through 15 of the
Premises, Tenant's Pro-rata Share of such excess High-Rise Operating
Expenses.  The term “Tenant's Pro-rata Share of such excess High-Rise
Operating Expenses” means (a) the amount by which Landlord's High-Rise Operating
Expenses per square foot exceed the High-Rise Operating Expense Base, multiplied
by (b) the number of square feet of Rentable Area comprising floors 11 – 15 of
the Premises.  Notwithstanding any contrary provision, if the Building
is not fully occupied during any Calendar Year, High-Rise Operating Expenses and
Tenant's additional rent based thereon shall be determined as if the Building
had been 95% occupied during such Year.  The intent of the foregoing
sentence is to permit Landlord to pass through to Tenant Tenant's proportional
share of actual High-Rise Operating Expenses in excess of the High-Rise
Operating Expense Base, but not to allow Landlord to make a profit on High-Rise
Operating Expenses.  During any partial Year during the Term (such as
the Year in which this Lease commences and the Year in which this Lease
terminates), actual High-Rise Operating Expenses shall be adjusted as set forth
above and in addition shall be annualized so that the resulting number fairly
represents what actual High-Rise Operating Expenses would have been, over a
twelve-month period, if the Building had been 95% occupied throughout such
Calendar Year.   Landlord and Tenant acknowledge that the intent
of this Section 4.2 is for Tenant to continue paying operating expenses during
the High-Rise Operating Expense Period in the same manner as Tenant previously
paid operating expenses under the High-Rise Lease for floors 11 through
15.


14





4.3           Low-Rise Operating
Expenses.  During the period commencing August 1, 2004 and
ending July 31, 2008 (“Low-Rise Operating Expense Period”), if Landlord's
Low-Rise Operating Expenses exceed the Low-Rise Operating Expense Base, Tenant
agrees to pay as additional monthly rent for floors 1 through 9 of the Premises,
Tenant's Pro-rata Share of such excess Low-Rise Operating
Expenses.  The term “Tenant's Pro-rata Share of such excess Low-Rise
Operating Expenses” means (a) the amount by which Landlord's Low-Rise Operating
Expenses per square foot exceed the Low-Rise Operating Expense Base, multiplied
by (b) the number of square feet of Rentable Area comprising floors 1 – 9 of the
Premises.  Notwithstanding any contrary provision, if the Building is
not fully occupied during any Calendar Year, Low-Rise Operating Expenses and
Tenant's additional rent based thereon shall be determined as if the Building
had been 95% occupied during such Year.  The intent of the foregoing
sentence is to permit Landlord to pass through to Tenant Tenant's proportional
share of actual Low-Rise Operating Expenses in excess of the Low-Rise Operating
Expense Base, but not to allow Landlord to make a profit on Low-Rise Operating
Expenses.  During any partial Year during the Term (such as the Year
in which this Lease commences and the Year in which this Lease terminates),
actual Low-Rise Operating Expenses shall be adjusted as set forth above and in
addition shall be annualized so that the resulting number fairly represents what
actual Low-Rise Operating Expenses would have been, over a twelve-month period,
if the Building had been 95% occupied throughout such Calendar
Year.  Landlord and Tenant acknowledge that the intent of this Section
4.3 is for Tenant to continue paying operating expenses during the Low-Rise
Operating Expense Period in the same manner as Tenant previously paid operating
expenses under the Low-Rise Lease for floors 1 through 9.





4.4           Revised Operating
Expenses.  Commencing August 1, 2009 (with respect to the Low
Rise Operating Expenses) and commencing November 21, 2011 (with respect to the
High Rise Operating Expenses) and continuing thereafter throughout the remainder
of the Term (“Revised Operating Expense Period”), if Landlord's Revised
Operating Expenses exceed the Revised Base Expense Rate, Tenant agrees to pay as
additional monthly rent for the entire Premises, Tenant's Pro-rata Share of such
excess Revised Operating Expenses.  The term “Tenant's share of such
excess Revised Operating Expenses” means (a) the amount by which Landlord's
Revised Operating Expenses per square foot exceed the Revised Base Expense Rate,
multiplied by (b) the number of square feet of Rentable Area in the
Premises.  Notwithstanding any contrary provision, if the Building is
not fully occupied during any Calendar Year, Revised Operating Expenses and
Tenant's additional rent based thereon shall be determined as if the Building
had been 95% occupied during such Year.  The intent of the foregoing
sentence is to permit Landlord to pass through to Tenant Tenant's proportional
share of actual Revised Operating Expenses in excess of the Revised Base Expense
Rate, but not to allow Landlord to make a profit on Revised Operating
Expenses.  During any partial Year during the Term (such as the Year
in which this Lease commences and the Year in which this Lease terminates),
actual Revised Operating Expenses shall be adjusted as set forth above and in
addition shall be annualized so that the resulting number fairly represents what
actual Revised Operating Expenses would have been, over a twelve-month period,
if the Building had been 95% occupied throughout such Calendar
Year.  Landlord and Tenant acknowledge that it is the parties’ intent
that during the Revised Operating Expense Period, Tenant will pay additional
rent with regard to the applicable portions of the Premises based upon the
Revised Operating Expenses rather than being based upon the operating expense
language set forth in the High-Rise and Low-Rise Leases as more particularly
described in Sections 4.2 and 4.3 above.


15





4.5          Gross-Up.  For
the purposes of the “gross-up” provisions contained in Sections 4.2, 4.3 and 4.4
hereof, Landlord shall only increase High-Rise, Low-Rise and Revised Operating
Expenses which by their nature vary based on the occupancy of the
Building.  Landlord will not increase those High-Rise, Low-Rise and
Revised Operating Expenses which by their nature are fixed independently of the
level of occupancy of the Building.





4.6          Procedure for Payment of
Operating Expense Adjustments.  Tenant shall pay Tenant's
Pro-rata Share of High-Rise Operating Expenses, Low-Rise Operating Expenses and
Revised Operating Expenses as follows:





(a)           By
July 1st of each Calendar Year, Landlord shall provide to Tenant a written
notice of Landlord’s reasonable estimate of the amount Tenant shall owe on a
monthly basis for High-Rise Operating Expenses, Low-Rise Operating Expenses and
Revised Operating Expenses, as applicable, for the next succeeding full or
partial Calendar Year of the Term for Tenant’s review and
comment.  Landlord’s notice shall include an itemized statement
(“Budget”), showing in reasonable detail the following:  (i) the
estimated amount of High-Rise Operating Expenses, Low-Rise Operating Expenses
and Revised Operating Expenses, as applicable, (ii) Tenant’s Pro-rata Share of
estimated High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised
Operating Expenses, as applicable, (iii) the estimated amount for each major
category of expense that is expected to be included in High-Rise Operating
Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as
applicable, including, without limitation, any items that constitute capital
expenditures in accordance with this Lease and the amount thereof to be
amortized during such Calendar Year, (iv) the estimated rates to be charged by
Landlord for above standard services for the Project; (v) the actual amounts for
all such items for the prior Calendar Year.  It is understood and
agreed by Landlord and Tenant that the High-Rise Operating Expenses, Low-Rise
Operating Expenses and Revised Operating Expenses, as applicable, shall be
estimated on a reasonable good faith basis taking into consideration, among
other things, the actual High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses, as applicable, for the then current
Calendar Year, a good faith estimate of the rate of cost increases during the
then current Calendar Year, the actual known prospective increases to each item
in the Budget and a good faith estimate for contingencies for the next
succeeding Calendar Year.  Tenant may disapprove any portion of a
proposed Budget only if such portion of the Budget fails to reflect the
reasonable and necessary High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses, as applicable, to operate, repair and
maintain the Project in conformity with the requirements of this Lease and in
accordance with the accepted principles of sound management practices as applied
to the operation, repair and maintenance of comparable buildings in Uptown
Charlotte, North Carolina.  If Tenant disapproves a portion of a
proposed Budget, Tenant shall so notify Landlord in writing within thirty (30)
days of Tenant’s receipt of a proposed Budget, which notification shall state,
in reasonable detail, the item or items of the proposed Budget disapproved by
Tenant and the basis for such disapproval.  Landlord and Tenant shall
negotiate in good faith to resolve any differences concerning any proposed
Budget.  Landlord shall deliver to Tenant the proposed final Budget
for the next succeeding Calendar Year on or before November 1 of each Calendar
Year.  Tenant shall pay such estimated amounts during the applicable
Calendar Year, in equal monthly installments, on or before the first day of each
calendar month, together with Tenant's installment payment of Base
Rent.


16





(b)           Within
one hundred twenty (120) days after the end of each Calendar Year, or as soon
thereafter as practicable, Landlord shall provide a statement itemized on a line
item by line item basis (the “Year-End Statement”) to Tenant
showing:  (i) the amount of actual High-Rise Operating Expenses,
Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, for
such Calendar Year; and (ii) any amount paid by Tenant toward High-Rise
Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses,
as applicable, during such Calendar Year on an estimated basis .





(c)           If
the Year-End Statement shows that Tenant's estimated payments were less than
Tenant's actual obligations for High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses, as applicable, for such Year, Tenant
shall pay the difference.  Tenant shall make such payment within
forty-five (45) days after Landlord sends the Year-End Statement.





(d)           If
the Year-End Statement shows that Tenant's estimated payments exceeded Tenant's
actual obligations for High-Rise Operating Expenses, Low-Rise Operating Expenses
and Revised Operating Expenses, as applicable, Tenant shall receive a refund or
credit(at
Tenant's election, unless this Lease has terminated, in which case a refund
shall be paid to Tenant within thirty (30) days of demand by Tenant) of such
difference against payments of High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses, as applicable, next due.  If
the Term shall have expired and no further High-Rise Operating Expenses,
Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, shall
be due, Tenant shall receive a refund of such difference within thirty (30) days
after Landlord sends the Year-End Statement.  Provided, however,
Landlord shall be entitled to offset any amounts due Tenant under this
subparagraph against any amounts as to which Tenant is in default to Landlord at
the time such credit or refund is determined.





(e)           No
delay by Landlord in providing the Year-End Statement shall be deemed a default
by Landlord but Landlord shall be prohibited from billing Tenant for any
High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating
Expenses, as applicable, more than one (1) Year from the date Landlord incurred
such High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised
Operating Expenses, as applicable, and any such failure to timely bill Tenant
shall be deemed a waiver of Landlord's right to require payment of Tenant's
obligations for any such High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses, as applicable.  Any High-Rise
Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses,
as applicable, which remain unbilled or which have been billed but, due to
legitimate disputes, remain unpaid at the time of conveyance of the Project or
any portion thereof which is the subject of such conveyance shall not transfer
to any grantee of the Project or portion thereof; however, this sentence shall
not prohibit billing within the one (1) Year period by the Landlord which
incurred such expenses prior to the sale or conveyance, or in the event of
foreclosure or deed in lieu of foreclosure, by a lender to whom this Lease is
subordinate and to whom the Landlord which incurred the expenses has assigned
its rights to collect same.





(f)           If
Tenant's obligation to pay High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses commences other than on January 1, or
ends other than on December 31, Tenant's obligation to pay estimated and actual
amounts toward High-Rise Operating Expenses, Low-Rise Operating Expenses and
Revised Operating Expenses, as applicable, for such first or final Calendar
Years shall be prorated to reflect the portion of such Years included within the
period for which Tenant is obligated to pay High-Rise Operating Expenses,
Low-Rise Operating Expenses and Revised Operating Expenses, as
applicable.  Such proration shall be made by multiplying the total
estimated or actual (as the case may be) High-Rise Operating Expenses, Low-Rise
Operating Expenses and Revised Operating Expenses, as applicable, for such
Calendar Years by a fraction, the numerator of which shall be the number of days
within the period for which Tenant is obligated to pay High-Rise Operating
Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as
applicable, during such Calendar Year, and the denominator of which shall be the
total number of days in such Calendar Year.


17





4.7           Review of Operating
Expenses.  The books, records and all information pertaining to
High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating
Expenses shall once each Year be reviewed to prepare a Year-End Statement
pursuant to Section 4.6 and (if applicable) determine the proper amount of
Tenant's and all other tenants' pro-rata shares, and which expenses shall be
included in High-Rise Operating Expenses, Low-Rise Operating Expenses and
Revised Operating Expenses.  At Tenant’s option, Tenant may, upon
reasonable prior notice during regular business hours, elect to perform an audit
of Landlord’s books and records pertaining to the Project (“Independent
Determination”); provided, however, that Tenant may only perform one audit per
Calendar Year and cannot audit any Calendar Year previously audited by
Tenant.   Such firm shall be instructed to review all appropriate
leases, books and records, allocate costs and expenses to High-Rise Operating
Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as
applicable, to the extent required by this Lease, and issue the appropriate
estimated and actual Year-End Statement(s).  The results of each
Year-End Statement (pursuant to Section 4.6) shall be delivered simultaneously
to Landlord and Tenant.  If Tenant's audit shall disclose an
overpayment or an underpayment of the High-Rise Operating Expenses, Low-Rise
Operating Expenses and Revised Operating Expenses, as applicable, for such
Calendar Year covered by the Year-End Statement(s), then, unless Landlord
disputes the correctness of such audit, Tenant shall pay the amount of such
underpayment or shall be credited for the amount of such overpayment, as the
case may be.  Any such audit shall be at Tenant's expense, provided,
however, that if such audit shall disclose an overpayment by Tenant for any
Calendar Year covered by the Year-End Statement(s) in excess of four percent
(4%), the costs of such audit shall be paid by Landlord.  Landlord may
dispute the results of Tenant's audit by referring the dispute to binding
arbitration in accordance with the rules of a nationally recognized arbitration
association (i.e., JAMS) within forty-five (45) days after receipt of Tenant's
audit.  If one party is solely successful in arbitration, the
non-successful party shall bear the costs of arbitration; otherwise, such costs
are to be divided equally between the parties.  Each party shall bear
its own attorney's fees and expenses.  Landlord shall be required to
maintain records of all High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses for a period of no less than three (3)
Years.





4.8           Tax
Protests.  Landlord shall pay all taxes, assessments and other
governmental charges when due and payable and prior to the time any penalty or
interest may be charged in respect of the nonpayment thereof, and shall obtain
receipted tax bills for such payments.  Landlord, may, however,
petition for reduction of the assessed valuation of the Building and/or the
Project, claim a refund of taxes or otherwise challenge the validity, amount or
applicability of any tax, assessment or other similar governmental charge (“Tax
Protest”).  In addition to Landlord’s right to pursue any such Tax
Protest, Tenant shall have the right to provide Landlord written notice
requesting that Landlord initiate a Tax Protest, whereafter Landlord shall be
obligated to initiate and pursue such Tax Protest.  Any refund of any
tax, assessment or governmental charge received by Landlord pursuant to any Tax
Protest (after any reimbursement of Tenant’s costs if provided hereinabove)
shall, to the extent of Tenant’s Pro-rata Share thereof, be credited against the
next installments of Rent or Tenant’s High-Rise Operating Expenses, Low-Rise
Operating Expenses or Revised Operating Expenses due hereunder.





4.9           Limitation on Ad Valorem Tax
Increases.  Except that this provision shall not be applicable
to any increased real estate taxes due to Landlord’s initial purchase of the
Building, Tenant shall not be obligated to pay any increase in real estate taxes
for the first five (5) Years immediately following the sale of the Building by
Landlord or any subsequent owner of the Building during the Term as may be
extended.


18





4.10           Limitation on Capital
Improvements.  Notwithstanding any provisions to the contrary
contained herein, and in addition to the limitations set forth in Section 10.2
of this Lease, Landlord shall not incur capital expenditures which individually
or in the aggregate exceed One Hundred Thousand Dollars ($100,000.00) in any 365
day period without providing Tenant with not less than forty-five (45) days
prior written notice, which notice shall include (a) a statement of estimated
costs, and (b) written justification for the necessity of such
expenditures.  Tenant may object to such expenditures within such
forty-five (45) day period and (i) request that Landlord investigate and provide
alternatives such as repair or refurbishment of existing improvements or lower
cost suppliers or equipment; or (ii) challenge the necessity of such
expenditures.  Upon receiving notice of Tenant’s objection, Landlord
may either address Tenant’s objections and submit another written notice to
Tenant as required by this paragraph, make the expenditures, or defer the
expenditures, but in the event Landlord makes the expenditures over Tenant’s
objection, no portion of the expenditures which causes the $100,000.00 limit to
be exceeded shall be passed through to Tenant as High-Rise Operating Expenses,
Low-Rise Operating Expenses or Revised Operating Expenses (as applicable)
hereunder.  Additionally, the Required Capital Improvements described
in Section 10.2 hereof shall not be passed through to Tenant except as expressly
permitted by such Section.





ARTICLE 5 -
USE





5.1           Permitted
Use.  Tenant or its assignees or sublessees may use the
Premises for any legally permitted uses, including, but not limited to,
accounting, consulting, administrative, communications, clerical, drafting,
engineering, legal, professional, purchasing, data processing, printing, print
shop operations, food service, employee vending and sales office purposes and
for all activities normally incidental thereto.  Landlord agrees that
all of the uses currently in place by Tenant are acceptable under this
Lease.  Landlord acknowledges that Tenant is currently operating 24
hours a day, 7 days a week in a portion of the Premises.  Tenant shall
continue to have the right to operate 24 hours a day, 7 days a week and will pay
for the required additional services such as electricity, HVAC, janitorial
supplies, etc. at their actual cost, without mark-up by the
Landlord.





5.2           Exclusivity.  During
the Term of this Lease (as it may be extended) Landlord shall not (i) use, lease
or permit (including signage) any area within the Building or the Project to be
used by anyone other than Tenant for “banking purposes,” which shall include
general office uses and facilities for receiving deposits or making loans to the
general public, whether done by a state bank, national bank, savings and loan
association, credit union or other entity, whether by walk-up or drive-in teller
facility, lending office, or automated teller machine or otherwise; or (ii) use,
lease, or permit any area in the Building or the Project to be used for other
than a first class use, consistent with the image required by Tenant for
marketing Tenant’s banking operations, without Tenant’s prior written
approval.





5.3           Restriction on
Use.  Except for any requirements of Landlord applicable to the
Base Building, and except as specifically provided pursuant to Article 10
hereof, with respect to Landlord’s obligations, Tenant shall comply with all
Applicable Laws affecting the Premises, and with the requirements of any Board
of Fire Underwriters or other similar body now or hereafter instituted, and
shall also comply with any order of the fire marshall or similar governmental
body or certificate of occupancy issued pursuant to any Applicable Laws, which
affect the use or occupancy of the Premises, including, but not limited to, any
requirements of structural changes related to or affected by Tenant's acts,
occupancy or use of the Premises and which first become requirements after the
Commencement Date.  All costs of any such compliance which is
necessitated by Tenant's particular use and occupancy of the Premises shall be
paid by Tenant; all other costs of any such compliance shall be paid by Landlord
and, to the extent expressly provided for in this Lease, included in High-Rise
Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses
(as applicable), and Tenant shall, except to the extent expressly provided
otherwise in this Lease, bear and pay Tenant's Pro-rata Share
thereof.


19





5.4           Common
Areas.  Tenant, its employees and invitees shall have the
non-exclusive right to use the Common Areas as constituted for general use of
occupants of the Building from time to time, such use to be in common with
Landlord, other tenants of the Project and other
persons.  Additionally, Landlord agrees that Tenant shall have the
right to use the Common Areas for special events in accordance with Exhibit L attached
hereto and incorporated herein by reference.





5.5           Use of Building Shafts and
Conduits.  Tenant shall have the right, at no additional
charge, in common with other tenants of the Building, to use Tenant’s Pro-rata
Share of Building shafts or conduits between Tenant’s Premises and other parts
of the Building (including the roof) for the installation and maintenance of new
or existing conduits, cables, ducts, pipes and other devices for communications,
data processing devices, supplementary heating, ventilating and air conditioning
and other facilities consistent with Tenant’s use of the Premises and other
portions of the Building.





5.6           Freight/Receiving.   Landlord
and Tenant acknowledge that Tenant currently has one (1) loading dock dedicated
for Tenant’s exclusive use.  Tenant shall continue to have the
exclusive use of said dedicated loading dock during the Term of this Lease at no
additional cost to Tenant; provided, however, that Tenant shall pay Tenant’s
Pro-rata share of expenses associated with the loading dock and receiving area
as part of High-Rise, Low-Rise and Revised Operating
Expenses.  Landlord shall provide a dock master to supervise and
control the loading dock and receiving area and shall enforce the exclusive use
of Tenant’s dedicated loading dock by restricting anyone other than Tenant from
the use thereof.





ARTICLE 6 – ATM
INSTALLATION





6.1           Existing
ATM.  Landlord and Tenant acknowledge that Tenant currently
operates an ATM in the lobby of the Building.   Tenant shall
continue to have the right during the Term of this Lease to operate the existing
ATM in its current location at no additional charge to Tenant.





6.2           Additional
ATMs.  Landlord hereby agrees to permit Tenant, at Tenant’s
sole cost and expense, the exclusive right to install free-standing automated
teller machines in locations approved by Landlord, at Tenant’s sole cost and
expense and subject to the following terms and conditions:





(a)           Thirty
days prior to commencing any work with respect to the installation of an ATM,
Tenant shall submit to Landlord plans and specifications in such detail as
Landlord may reasonably request describing the work that Tenant proposes to do
with respect to such installation (hereinafter collectively referred to as the
“ATM Improvements”).  Tenant shall not commence any work until
Landlord has approved in writing the plans and specifications for the ATM
(including, without limitation, approval of the general aesthetics and
lighting).  Thereafter, Tenant, at its sole cost and expense, shall
cause the ATM (including all architecture, design, engineering and construction
associated therewith) to be completed, in a good and workmanlike manner and in
accordance with the plans and specifications approved by Landlord.





(b)           Tenant
shall maintain all ATMs, including all equipment and signage associated
therewith, in good condition and repair.  Upon the expiration of this
Lease, Tenant shall, at Tenant’s sole cost and expense, remove any ATM
Improvements and repair any damage to the Building or Common Areas caused by the
installation or removal of any such items, and such repairs shall include
returning any Building walls, flooring, ceilings, etc. disturbed by the ATM
installation to its prior condition, normal wear and tear
excepted.


20





(c)           Tenant
shall be responsible, at Tenant’s sole cost and expense, for ensuring that the
installation, operation and removal of the ATMs are performed in accordance with
all  Applicable Laws.





(d) Tenant
shall not be required to pay Rent with regard to any additional ATMs installed
in the Building pursuant to this Article 6.





(e) Tenant
shall be responsible for the payment of all utilities servicing Tenant’s ATMs
installed or currently existing in the Building; provided that Landlord installs
(at Landlord’s cost) a metering system or similar device to measure the amount
of Building utilities consumed or used by Tenant’s ATMs.





ARTICLE 7 - ALTERATIONS AND
ADDITIONS





7.1           Tenant's Rights to Make
Alterations.  Tenant, at its sole cost and expense, shall have
the right to make Alterations (as hereinbelow defined) on or about the
Premises.  In no event will Tenant have any obligation to remove any
such Alterations.  In the event any Alterations by Tenant result in
the requirement that Landlord must make any repairs, modifications and/or
improvements in the Common Areas of the Project or in any other space in the
Building, and provided that Landlord has first furnished to Tenant written
notice of the cost of such repairs and afforded Tenant a reasonable opportunity
to perform such repairs itself, then Tenant shall be responsible for the entire
cost thereof incurred by Landlord, which costs shall be payable by Tenant to
Landlord promptly upon demand.  Notwithstanding anything to the
contrary set forth herein, Tenant shall not be required to obtain Landlord's
prior consent with respect to any Alterations performed within the Premises by
Tenant.  All Alterations shall be made in conformity with the
requirements of Section 7.2 below.  Once the Alterations have been
completed, such Alterations shall thereafter also be included in the designation
of “Tenant Improvements,” under the applicable provisions of this
Lease.





7.2           Installation of
Alterations.  Any Alterations installed by Tenant during the
Term, shall be done in strict compliance with all of the following:





(a)           Prior
to beginning Tenant’s work, if Alterations could reasonably be expected to
adversely impact Building Systems or structure, Tenant shall furnish to Landlord
(i) certificates of insurance from a company or companies reasonably acceptable
to Landlord, covering Tenant's contractor, for combined single limit bodily
injury and property damage insurance covering comprehensive general liability
and automobile liability, in an amount not less than Two Million Dollars
($2,000,000) per occurrence and endorsed to show Landlord and any agents of
Landlord reasonably designated by Landlord in writing as additional insureds,
and for workers' compensation as required by North Carolina law (provided,
however, nothing in this Section 7.2(a) shall release Tenant of its other
insurance obligations hereunder); and (ii) detailed plans and specifications for
such work to the extent reasonably required; and





(b)           All
such work shall be done in a first-class workmanlike manner and in conformity
with a valid building permit and/or all other permits or licenses when and where
required, copies of which shall be furnished to Landlord before the work is
commenced, and any work not acceptable to any governmental authority or agency
having or exercising jurisdiction over such work, or not done in a first-class
workmanlike manner, shall be promptly replaced and corrected at Tenant's
expense.  Landlord's approval or consent to any such work shall not
impose any liability upon Landlord.  No work shall proceed until and
unless Landlord has received at least ten (10) days' notice that such work is to
commence including a commercially reasonable description of the work to be
performed including drawings and specifications when necessary.


21





7.3           Tenant Improvements -
Treatment at End of Lease.  All Alterations and any Tenant
Improvements made by or for Tenant, which are permanent in character and
permanently attached to the Building Structure, whether by Landlord or Tenant,
shall be Landlord's property, and shall be surrendered to Landlord in good
condition, reasonable wear and tear and damage by casualty excepted, upon
expiration of the Term or termination of this Lease without compensation to
Tenant; provided however, that all of Tenant's Personal Property, including
moveable furniture, trade fixtures, and equipment not attached to the Building
or the Premises or which, although attached, can be removed without compromising
Building Structure or Building Systems, may be removed by Tenant prior to the
expiration of the Term.  Notwithstanding the above and foregoing,
Tenant expressly reserves the right, but not the obligation, to remove all
reusable communications lines, communications equipment including but not
limited to cabling, roof antennas and dishes, monitoring or security equipment,
conveyor systems and shelving installed by Tenant or by Landlord on behalf of
Tenant and all public art installed by Tenant or at Tenant’s cost.  If
Tenant elects to establish a retail banking center within the Premises, all
night depositories, teller counters, automatic teller machines, undercounter
steel, vault and/or vault doors may, at Tenant’s election, be removed by Tenant
at the expiration or termination of the Lease Term.  Provided,
however, that Tenant shall repair all damage caused by such removal prior to the
expiration of the Term, and provided further, that any of Tenant's Personal
Property not so removed shall, at the option of Landlord, if not removed by
Tenant within thirty (30) business days of receipt of notice from Landlord
requesting such removal, automatically become the property of Landlord upon the
expiration or termination of this Lease.  Thereafter, Landlord may
retain or dispose of in any manner (at Tenant’s expense) the Personal Property
not so removed.  All costs and expenses incurred by Landlord in
disposing of any such Personal Property shall be promptly reimbursed to Landlord
by Tenant.  This obligation of Tenant shall survive the expiration or
termination of this Lease.





ARTICLE 8 - TENANT'S
REPAIRS





8.1           Obligation to
Repair.  Tenant shall, at Tenant's sole cost and expense, keep
the Premises (other than the Building Structure and the Building Systems) in
good repair and condition at all times during the Term.  All damage,
injury or breakage to any part or portion of the Premises caused by the willful
or negligent act or omission of Tenant or Tenant's employees, agents,
contractors, subcontractors, licensees, directors, officers, partners, trustees,
visitors or invitees (collectively, “Tenant's Employees”) shall be repaired by
Tenant, at Tenant's sole cost and expense, to the reasonable satisfaction of
Landlord; provided, however, that Tenant shall be entitled to receive
reimbursement for such expense to the extent that the cost of any such repair is
covered by insurance obtained or required to be obtained by Landlord as part of
High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating
Expenses, as applicable.  Landlord may make any repairs which are not
made by Tenant within a reasonable amount of time following receipt by Tenant of
written notice from Landlord requesting that Tenant fulfill its repair
obligation (except in the case of emergency when such repairs can be made
immediately), and charge Tenant for the actual cost of such
repairs.


22


8.2           Right to
Repair.  Notwithstanding any provision set forth in this Lease
to the contrary, if Tenant provides written notice (or oral notice in the event
of an emergency such as damage or destruction to or of any portion of the
Building Structure and/or the Building Systems) to Landlord of an event or
circumstance which requires the action of Landlord with respect to repair and/or
maintenance, and Landlord fails to undertake and prosecute to completion such
repair or maintenance within a reasonable period of time, given the
circumstances, after the receipt of such notice, but in any event not later than
twenty-one (21) days after receipt of such notice, then Tenant may proceed to
take the required action upon delivery of an additional ten (10) days' notice to
Landlord specifying that Tenant is taking such required action (provided,
however, that such additional notice shall not be required in the event of an
emergency), and if such action was required under the terms of this Lease to be
taken by Landlord and was not taken by Landlord within such ten (10) day period,
then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's
reasonable costs and expenses in taking such action plus interest thereon at the
Contract Rate.  Furthermore, if Landlord does not deliver a detailed
written objection to Tenant within thirty (30) days after receipt of an invoice
by Tenant of its costs of taking action which Tenant claims should have been
taken by Landlord, and if such invoice from Tenant sets forth a reasonably
detailed itemization of its costs and expenses in connection with taking such
action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent
payable by Tenant under this Lease, the amount set forth in such
invoice.  If, however, Landlord delivers to Tenant, within thirty (30)
days after receipt of Tenant's invoice, a written objection to the payment of
such invoice, setting forth with reasonable particularity Landlord's reasons for
its claim that such action did not have to be taken by Landlord pursuant to the
terms of this Lease or that the charges are excessive (in which case Landlord
shall pay the amount it contends would not have been excessive), then Tenant
shall not then be entitled to such deduction from Rent, but as Tenant's sole
remedy, Tenant may proceed to claim a default by Landlord.  If Tenant
prevails in the litigation, Tenant shall be entitled to reimbursement of its
attorney’s fees and court costs, together with interest at the Contract Rate
(from the time of each expenditure by Tenant until the date Tenant receives such
amount by payment or offset and attorneys' fees and related costs), if not paid
by Landlord promptly following such award, may be deducted by Tenant from the
rents next due and owing under this Lease.





ARTICLE 9 - NO LIENS BY
TENANT





Tenant shall at all times keep the
Premises and the Building free from any liens arising out of any work performed
or allegedly performed, materials furnished or allegedly furnished or
obligations incurred by or for Tenant except any work performed by Landlord
pursuant to this Lease.  Tenant agrees to indemnify and hold Landlord
harmless from and against any and all claims for mechanics', materialmen's or
other liens in connection with any Alterations, repairs, or any work performed,
materials furnished or obligations incurred by or for Tenant.





ARTICLE 10 - LANDLORD'S
REPAIRS





10.1          Scope of Landlord's
Repairs.  Landlord shall, subject to Tenant's repair
obligations set forth in this Lease, maintain and operate the Building and
Project in a first class manner, keep the Building Structure and the Building
Systems in first class condition and repair, maintain a safe and healthful
environment in the Building and Project, and operate, maintain, and provide
services and security to the Building at a first class level of service which is
consistent with or superior to services provided in other first class buildings
in Charlotte, North Carolina, and maintained to a standard which is not less
than that provided in buildings commonly defined in the industry as “Class A”
and the cost of which (except for certain capital improvements and repairs, as
more specifically set forth in Sections 4.10 and 10.2) shall be included in
High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating
Expenses, as applicable.  Landlord shall maintain and repair the
Building Structure and the Building Systems, the Parking Garage and Ivey’s
Parking Deck and the public and Common Areas of the Project as the same may
exist from time to time (including therein any latent defects in the Building).
In no event shall any payments owed by Tenant under this Lease be abated, nor
shall Landlord have any liability for interruption or interference in Tenant's
business, on account of Landlord's failure to make repairs under this Article 10
except as otherwise expressly set forth in Articles 14 and 15.  The
cost of any above standard work orders completed by Landlord at request of
Tenant shall be billed to Tenant at Landlord’s actual cost, without
mark-up.


23





10.2          Required Capital
Improvements.  As a further inducement to Tenant to enter into
this Lease, Landlord has agreed to cause the following Base Building
improvements to be installed at Landlord's sole cost, which cost shall not be
included in High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised
Operating Expenses except to the extent specifically set forth
below.





(a)           Prior
to the end of the first Lease Year, Landlord shall replace the following
equipment that has reached the end of its useful life:  one (1) British
Thermal Unit (BTU) meter monitoring the penthouse chilled water system and one
(1) EMON-DEMON electrical meter monitoring the electrical usage on the second
floor, with current technology to provide accurate monitoring of
equipment.





(b)           Prior
to the end of the third Lease Year, Landlord shall replace the elevator controls
that are original to the Building.





(c)           Prior
to the end of the fifth Lease Year, Landlord shall replace the chillers and
cooling tower that are original equipment to the Building.





(d)           Prior
to the end of the fifth Lease Year, Landlord shall replace all two lamp
fluorescent light fixtures in the Premises with energy efficient three lamp
fixtures.  The first floors to receive this upgrade shall be floors
two through five.  Light fixtures shall become Building standard and
Landlord will not charge Tenant for replacement of lamps or
ballasts.  During and after the replacement period, all existing
ceiling lights and ballasts, without exception, will be considered Building
standard and Landlord will not charge Tenant for replacement of any lamp or
ballast, except lights in work stations or desk lamps.





(e)           Tenant
may request that Landlord replace the roof not less than five (5) Years after
the Commencement Date if warranted by the age and condition of the current roof,
as determined by a professional inspection by a contractor of Tenant's
choice.





(f)           Landlord
shall confirm that the Landlord Upgrades defined as such in Exhibit A of the
Third Amendment to the High-Rise Lease have been completed as required therein,
and if such Landlord Upgrades have not been completed, Landlord shall cause such
to be completed prior to the end of the first Lease Year.




The Base Building Upgrades
outlined above shall not be passed through to Tenant as part of High-Rise
Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses,
pursuant to either the Prior Leases or this Lease, except to the
extent such Base Building Upgrades result in a reduction of High-Rise Operating
Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, in which
case, Tenant shall pay the annual straight line amortization of the portion of
such costs which results in High-Rise Operating Expenses, Low-Rise Operating
Expenses and Revised Operating Expenses savings over the useful life thereof
with interest at the Contract Rate.





10.3          Landlord's Right of Entry to
Make Repairs.  Landlord and Landlord's Employees shall have the
right to enter the Premises at all reasonable times for the purpose of making
any alterations, additions, improvements or repairs to the Premises or the
Building which Landlord is required to or may perform under this
Lease.  Landlord shall give reasonable notice to Tenant of Landlord's
intent to enter the Premises and effect repairs, except, however, in an
emergency situation, in which case no prior notice shall be
required.  Absent an emergency, Landlord shall conduct and schedule
such entry and its activities within the Premises after Tenant’s normal business
hours and in a manner which will attempt in good faith to minimize any
interruption or interference with Tenant's business operations within the
Premises.


24





10.4         Building Structure and
Building Systems.  Landlord agrees that at all times it will
maintain the structural portions of the Building, Parking Garage, Ivey’s Parking
Deck and plazas including the foundation, floor slabs, ceilings, roof, curtain
wall, exterior glass and mullions, columns, beams, shafts (including elevator
shafts), stairs, parking garage, stairwells, escalators, elevator cabs, plazas,
washrooms, mechanical, electrical and telephone closets, and all Common Areas
and public areas (collectively, “Building Structure”) and the mechanical,
electrical, life safety, security, plumbing, sprinkler systems (connected to the
core) and HVAC systems (including primary and secondary loops connected to the
core) (“Building Systems”) in first class condition and repair and shall operate
the Building as a first class office building.  Notwithstanding
anything in this Lease to the contrary, Tenant shall not be required to make any
repair to, modification of, or addition to the Building Structure and/or the
Building Systems except and to the extent required because of Tenant's use of
the Premises for other than normal and customary business office
operations.





10.5         ADA.  Landlord
shall be responsible for making all alterations and repairs within the Common
Areas of the Building and Project, including restrooms on floor(s) where Tenant
is a full floor tenant, necessary to comply with the ADA as currently in effect
and interpreted.  Landlord agrees that all alterations, repairs and
improvements to the Common Areas of the Building and Project, as the same may
exist from time to time, made after the Commencement Date shall comply with the
ADA.





ARTICLE 11 - BUILDING
SERVICES





11.1         Standard Building
Services.  Landlord shall furnish the Premises with the
standard Building services and utilities (collectively, the “Services”) as set
forth in the attached Exhibit
I.





11.2         Additional
Services.  Tenant agrees to pay within thirty (30) days
following Landlord's demand therefore all actual, reasonable and documented
costs incurred by Landlord from time to time in providing all Services supplied
to or used by Tenant in excess of or in addition to those Services which
Landlord agrees to provide to Tenant in accordance with Exhibit I (said
excess and additional Services are referred to as “Additional
Services”).  Landlord shall provide to Tenant, upon request by Tenant,
Additional Services requested by Tenant to the extent same can be provided by
the Building Systems.  Landlord shall charge Tenant, and Tenant shall
pay Landlord, for such Additional Services, an amount equal to the actual
out-of-pocket incremental extra costs to Landlord to provide such Additional
Services, without markup for profit, overhead, depreciation or administrative
costs.  All costs shall be prorated among all tenants (if applicable)
then requesting comparable Additional Services during such time
periods.  Such Additional Services shall be available upon demand to
Landlord's Building management by an authorized representative of
Tenant.  In the event Tenant desires to contest any charges for
Additional Services levied by Landlord under this Section 11.2, Tenant may have
Landlord install in the Premises, if Landlord has not previously done so, a
switch and/or metering system.  The cost of any such switch and/or
metering system shall be paid for by Landlord.  Unless it is
determined from the switch and/or metering system that the charges for
Additional Services levied by Landlord were unreasonable in relation to Tenant's
actual use of the Additional Services, Tenant agrees to pay Landlord, within
forty-five (45) days following Landlord's demand therefore, for the actual,
reasonable and documented costs of all such Additional Services consumed as
shown by said meters, at the rates charged for such services by the local public
or private utility furnishing the same, if applicable.  If Tenant
needs Additional Services and same may not be provided by Landlord's utilization
of the existing Building Systems, Tenant, at Tenant's sole expense and
conditioned upon the prior written consent of Landlord, which consent shall not
be withheld or delayed, may install such additional equipment it needs to obtain
such Additional Services, and Landlord shall allow Tenant the right to install
such equipment in portions of the Premises or the Building that are reasonably
necessary for such installation and use.


25





Notwithstanding the above, Landlord and
Tenant have agreed to the following schedule regarding above standard cleaning
supplies for floors two (2) through five (5):





(a)
            Landlord
      shall pay for the first (1st)
      shift janitorial supplies provided to Tenant and Tenant will pay Tenant’s
      Pro-rata Share of this expense through High-Rise, Low-Rise and Revised
      Operating Expenses.


(b)
            Second
      (2nd)
      and third (3rd)
      shift supplies will be billed to Tenant directly as above standard
      cleaning service in a detailed invoice without
  mark-up.





11.3        Tenant's Right to Elect
Service Provider.  To the extent more than one provider of any
given utility is available, and to the extent permitted by Applicable Law,
Tenant shall have the absolute right, from time to time, to select the
provider(s) of utilities to the Project and/or Tenant’s Premises within the
Project.  Additionally, Tenant shall have the right, in its sole
discretion, to approve any contracts for provision of utility services that are
longer than one (1) Year in duration.





11.4        Meters and
Sub-meters.  Landlord agrees that Tenant shall pay for
sub-metered electricity at the same tariff rate that the Landlord purchases
electricity.  If Landlord purchases electricity from a private
provider, the rate the Tenant pays shall not exceed the public utility’s
rate.  Tenant shall have the right to request a usage survey and
calibration test every two (2) years on any sub-meters measuring electricity
provided to the Premises.





ARTICLE 12 - ASSIGNMENT AND
SUBLETTING





12.1        Rights of Assignment and
Sublease. Tenant shall not sublet the Premises or any part thereof, or
assign this Lease, without the prior written consent of Landlord, which shall be
obtained pursuant to the procedures set forth in Section 12.2 below; provided,
however, that Tenant shall have the right, without the consent of Landlord, to
assign this Lease or sublet the Premises or any portion of the Premises to any
Affiliate of Tenant, any corporation that acquires substantially all of the
assets of Tenant, any corporation into which Tenant is merged and any
corporation resulting from a consolidation of Tenant with some other
corporation.  Landlord shall not unreasonably withhold or delay
Landlord’s consent to any proposed subletting or assignment.  Tenant
shall not have the right to sublet the Premises or any part thereof, or assign
this Lease, to an organization or person enjoying sovereign or diplomatic
immunity, a medical or dental practice that will attract a volume, frequency or
type of visitor or employee to the Building which is not consistent with the
standards of a high quality office building or that will impose an excessive
demand on or use of the facilities or services of the
Building.  Tenant shall have the absolute right to retain any profits
resulting from any sublease or assignment of its rights hereunder. If requested
by Tenant in writing, Landlord agrees to require the property manager for the
Project to bill, directly to each subtenant, such subtenant’s pro-rata share of
High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating
Expenses.





12.2        Consent to Assignment or
Sublease.   If Tenant requests Landlord's consent to an
assignment of this Lease or subletting of all or a part of the Premises, Tenant
shall submit to Landlord, in writing, at least twenty (20) days prior to the
date on which Tenant desires such sublease or assignment to become effective,
(i) the name of the proposed assignee or sublessee, (ii) the nature of the
business of the proposed assignee or sublessee, and its proposed use of the
Premises, and (iv) the proposed commencement date, term, and rentable square
feet of the assignment or sublease.  No later than twenty (20) days
after Landlord’s receipt of Tenant’s notice, Landlord shall provide Tenant
written notice of its approval or disapproval.  In the event Landlord
disapproves of such assignment or sublease, Landlord shall provide Tenant a
detailed explanation of the grounds upon which Landlord has made its
determination.  If Landlord does not provide written notice of
approval or disapproval prior to the expiration of such twenty (20) day period,
then Landlord shall be deemed to have approved the assignment or sublease set
forth in Tenant’s notice. Tenant shall deliver a copy of any assignment or
sublease to Landlord promptly upon full execution thereof.


26





12.3         Landlord’s Right of
Recapture.  In the event Tenant requests Landlord’s consent to
assign the Lease or sublease a full floor or more of the Premises for a period
of time that is coterminous with the Lease Term (including any exercised Renewal
Term(s)), Landlord shall have the right to recapture the Premises or portion
thereof proposed to be sublet or assigned (the “Recapture
Space”).  Landlord shall have no recapture rights with regard to (i)
the sublease of less than a full floor, (ii) any sublease or assignment that is
for a term expiring prior to the natural expiration date of this Lease, as
extended pursuant to any exercised Renewal Term(s), or (iii) any sublease or
assignment to an Affiliate of Tenant, any corporation that acquires
substantially all of the assets of Tenant, any corporation into which Tenant is
merged and any corporation resulting from a consolidation of Tenant with some
other corporation.  Landlord shall have a period of fifteen (15) days
following receipt of a notice from Tenant of its intent to sublet or assign the
Recapture Space, to exercise Landlord's right to recapture the Recapture
Space.  Landlord shall exercise its right to recapture the Recapture
Space by providing written notice to Tenant prior to the expiration of the
aforesaid fifteen (15) day period.  If Tenant does not receive a
notice from Landlord exercising its recapture rights set forth herein within
such fifteen (15) day period, then Landlord shall be deemed to have waived
Landlord’s right to recapture the Recapture Space.  In the event
Landlord exercises its right to recapture the Recapture Space, Tenant shall have
a period of ninety (90) days (or the date upon which the assignment or sublet
was proposed to begin, whichever is greater) to surrender the Recapture Space to
Landlord in accordance with the terms and conditions of Section
21.1.  Upon Tenant’s surrender of the Premises, (i) Tenant shall be
released from its obligations under this Lease for the remainder of the Term
(including any exercised Renewal Term(s)) as they relate to the Recapture Space
only, including, without limitation, Tenant’s obligation to pay Base Rent and
Tenant’s Pro-rata Share of High-Rise, Low-Rise and Revised Operating Expenses as
they relate to Recapture Space only, and (ii) Landlord shall pay all leasing
commissions, tenant improvement allowances and other costs associated with
re-leasing the Recapture Space and all costs associated with demising the
Recapture Space for separate occupancy.  Landlord shall be required to
separately demise the Recapture Space from the remainder of the Premises, if not
already separately demised, and shall accomplish same with minimal disturbance
to Tenant.  Landlord shall coordinate its activities with
Tenant.





12.4         Landlord's Right to
Assign.  Landlord shall have the right to sell, encumber,
convey, transfer, and/or assign any of its rights and obligations under this
Lease to any entity which acquires Landlord’s interest in the Project and the
Property, subject to the further provisions of Exhibit K, which is
attached hereto and incorporated herein by reference.





12.5         Occupancy By
Others.  Tenant may allow any person or company which is a
client of Tenant or which is providing services to Tenant or one of Tenant's
clients to occupy certain portions of the Premises without Landlord’s consent
and without such occupancy being deemed an assignment or subleasing as long as
such relationship was not created as a subterfuge to avoid the obligations set
forth in this Article 12.  Any such occupancy shall not survive the
expiration or termination of this Lease.





27




ARTICLE 13 -
INDEMNIFICATION; INSURANCE


13.1         Indemnification.  Tenant
shall at its expense defend, indemnify, and hold Landlord and Landlord's agents,
contractors, licensees, employees, directors, officers, partners, trustees and
invitees (collectively “Landlord's Employees”) harmless from and against any and
all claims, arising out of or in connection with Tenant's use of the Premises,
the conduct of Tenant's business, any activity, work or things done, permitted
or allowed by Tenant in the Premises, including the installation of Alterations
and Tenant Improvements.  Notwithstanding any provisions of Articles
13 and 14 to the contrary, Tenant shall not be required to indemnify and hold
Landlord and Landlord's Employees harmless from any loss, cost, liability,
damage or expense, including, but not limited to, penalties, fines, attorneys'
fees or costs (collectively “Indemnity Claims”), to any person, property or
entity resulting from the acts or omissions or willful misconduct of Landlord or
its agents, contractors, servants, employees or licensees, in connection with
Landlord's activities in the Premises or the Project (except for damage to the
Tenant Improvements and Tenant's Personal Property in the Premises, to the
extent Tenant is required to obtain the requisite insurance coverage pursuant to
this Lease) or the Premises, and Landlord hereby so indemnifies and holds Tenant
harmless from any such Indemnity Claims, including but not limited to Indemnity
Claims arising from any noncompliance of the Premises and/or the Project with
any laws relating to disabled access or Indemnity Claims arising from the
presence in the Premises, the Building and/or the Property of hazardous
substances (except to the extent such hazardous substances were placed in or on
the Premises, the Building and/or the Property by Tenant or by Tenant's
Employees or noncompliance was created by the acts of Tenant or Tenant's
Employees).  Unless Tenant exercises any right herein granted to
Tenant to purchase the Building, the foregoing indemnities of Landlord and
Tenant shall survive the expiration of the Term of, or any termination of, this
Lease.  Provided, further, to the extent any damage or repair
obligation is covered or required to be covered by insurance obtained by
Landlord as part of High-Rise Operating Expenses, Low-Rise Operating Expenses
and/or Revised Operating Expenses, but is not covered or required to be covered
by insurance obtained by Tenant, then Tenant shall be relieved of its indemnity
obligation up to the amount of the insurance proceeds which Landlord is entitled
to receive.  Tenant's agreement to indemnify and hold Landlord
harmless pursuant to Articles 13 and 14 and the exclusion from Tenant's
indemnity and Landlord's agreement to indemnify and hold Tenant harmless
pursuant to this Section 13.1 are not intended to and shall not relieve any
insurance carrier of its obligations under policies required to be carried by
Landlord or Tenant, respectively, pursuant to this Lease to the extent that such
policies cover the results of such acts, omissions or willful
misconduct.  If Landlord or Tenant has been or at any time hereafter
is granted the right to self insure or if either party breaches this agreement
by its failure to carry required insurance, such failure shall automatically be
deemed to be a covenant and agreement by Landlord or Tenant, respectively, to
self-insure to the full extent of such required coverage, with full waiver of
subrogation.  All of the provisions set forth herein are subject to
the provisions of Section 13.3.





13.2      
  Insurance.





(a)
            Tenant's
      Insurance.  Tenant shall have the following insurance
      obligations:





(i) Liability
Insurance.  Tenant shall obtain and keep in full force a policy
of commercial general liability and property damage insurance (including but not
limited to automobile, personal injury, broad form contractual liability,
owner's (i.e., Tenant's) contractors protective and broad form property damage)
under which Tenant is named as the insured and Landlord, Landlord's agents
(limited to those agents directly involved in day to day activities at the
Building such as the property management company and/or leasing agent) and any
lessors and mortgagees (whose names shall have been furnished to Tenant) are
named as additional insureds and under which the insurer agrees to indemnify and
hold Landlord, its managing agent and all applicable lessors and mortgagees
harmless from and against all cost, expense and/or liability arising out of or
based upon the indemnification obligations of this Lease.  The minimum
limits of liability shall be a combined single limit with respect to each
occurrence of not less than Two Million Dollars ($2,000,000.00).  The
policy shall, if such is available on a commercially reasonable basis, contain a
cross liability endorsement and shall be primary coverage for Tenant and
Landlord for any liability arising out of Tenant's and Tenant's Employees' use,
occupancy or maintenance of the Premises and all areas appurtenant
thereto.  Such insurance shall provide that it is primary insurance
and not “excess over” or contributory.  The policy shall contain a
severability of interest clause.  At any time upon the request of a
mortgagee, or otherwise not more frequently than once in any three (3) Year
period, if, in the opinion of any mortgagee, Landlord's lender or of the
insurance consultant retained by Landlord, the amount of public liability and
property damage insurance coverage at that time is not adequate, Tenant shall
increase the insurance coverage as required by either Landlord’s lender or
Landlord's insurance consultant; provided however, that in no event shall any
such insurance coverage be increased in excess of that which is from time to
time being required by comparable landlords of comparable tenants leasing
comparable amounts of space in the Charlotte, North Carolina market
area.


28





(ii) Tenant's Property
Insurance.  Tenant at its cost shall maintain on all of its
Personal Property in, on, or about the Premises, a special form property policy
covering not less than one hundred percent (100%) of the full replacement cost
valuation under which Tenant is named as the insured but subject to such
deductibles as Tenant shall deem appropriate.  The proceeds from any
such policy shall be used by Tenant for the replacement of such Personal
Property.





(iii) Tenant’s Right to Self
Insure.  For so long as Tenant is Bank of America, N.A. or a
successor or Affiliate of Bank of America, N.A., Tenant shall have the right to
self-insure the above obligations.





(b) Landlord's
Insurance.  Landlord shall have the following
obligations:





Landlord shall obtain and maintain in
effect at all times fire and hazard “all risk” insurance covering one hundred
percent (100%) of the full replacement cost valuation of the Building, the
Tenant Improvements, and the Alterations, subject to commercially reasonable
deductibles, in the event of fire, lightning, windstorm, vandalism, malicious
mischief and all other risks normally covered by “all risk” policies carried by
landlords of first class buildings in the Charlotte, North Carolina market
area.  Landlord shall also obtain and keep in full force (i) a policy
of commercial general liability and property damage insurance covering the same
risks and having the same policy limits as set forth in Section 13.2(a)(i)
above; (ii) workers' compensation insurance in accordance with Applicable Laws
and Employer’s Liability insurance in amounts and with deductibles comparable to
the insurance being carried by landlords of first class buildings in the
Charlotte, North Carolina market area; and (iii) rental income/loss
insurance.





(c)           Insurance
Criteria.  All the insurance required to be maintained by
Tenant and Landlord under this Lease shall:





(i) Be
issued by insurance companies with a financial rating of at least A-VII for any
property insurance and A-VII for any liability insurance as rated in the most
recent edition of Best's Insurance Reports, except to the extent Tenant is
permitted to self-insure hereunder;
  (ii) Be
issued as a primary policy;
  (iii) Require
thirty (30) days' written notice from the insurance company to both parties and
to Landlord's lender before cancellation or any material change in the coverage,
scope or amount of any policy;
  (iv) With
respect to property loss or damage, a waiver of subrogation must be obtained, as
required by Section 13.4; and


29





(v)        
   Be occurrence based coverage.





Notwithstanding the foregoing, all of
the insurance requirements set forth herein on the part of Tenant or Landlord to
be observed shall be deemed satisfied if the risk to be insured is covered by a
blanket insurance policy insuring all or most of Tenant's or Landlord's
facilities, and provided that the coverage attributable to the Premises and the
Building under such blanket insurance policy equals or exceeds the applicable
requirements set forth in this Lease.





(vii)          Evidence of
Coverage.  Landlord and Tenant shall each furnish the other
with a duplicate original policy, or a certificate of the policy, at the Full
Occupancy Date, and on renewal of the policy a certificate of insurance listing
the insurance coverages required hereunder and naming Landlord or Tenant, as
appropriate, and any other interested parties as additional insured and shall
deliver such certificate of insurance to Landlord or Tenant, as appropriate, not
less than twenty-one (21) days before the expiration of the term of the
policy.





13.3    Assumption of Risk/Waivers
of Subrogation/ Minimization of Duplication of Insurance Coverage/Limitations on
Liability and Damages.





(a)           Purpose.  The
purpose of this provision is to allow Landlord and Tenant to allocate and assume
certain risks to coincide with insurance coverages required to be maintained
pursuant to the terms of this Lease.  Landlord and Tenant recognize
the benefit that each will receive from the waivers of subrogation each is
required to obtain pursuant to this Section 13.3 and Section 13.4 below and that
there are significant advantages to each in connection with minimizing
duplication of insurance coverage.  Landlord and Tenant further agree
to accept and place certain limitations on each other's respective liabilities
and responsibility for damages to coincide with required insurance
coverages.





(b)           Property
Insurance.  Landlord agrees to insure in accordance with
Section 13.2 the Building, the Project, the Tenant Improvements, the Alterations
and Landlord's personal property including its business papers, furniture,
fixtures, and equipment (collectively, “Landlord's
Property”).  Accordingly, Landlord agrees that except with respect to
any environmental damages caused by Tenant to the Project or any portion(s)
thereof, Tenant will have no liability to Landlord in the event that Tenant
damages or destroys, negligently or otherwise, all or any part of Landlord's
Property.  Landlord will cause to be placed in its insurance policies
covering Landlord's Property a waiver of subrogation so that its insurance
company will not become subrogated to Landlord's rights and will not be able to
proceed against Tenant in connection with any such damage or
destruction.





Tenant agrees to insure in accordance
with Section 13.2 Tenant's Personal Property including its business papers,
furniture, fixtures, and equipment (collectively, “Tenant's
Property”).  Accordingly, Tenant agrees that Landlord will have no
liability to Tenant in the event Landlord damages or destroys, negligently or
otherwise, all or any part of Tenant's Property.  Tenant will cause to
be placed in its insurance policies covering Tenant's Property a waiver of
subrogation so that the insurance company will not become subrogated to Tenant's
rights and will not be able to proceed against Landlord in connection with any
such damage or destruction.


30


Tenant shall not be responsible or
liable to Landlord for any damage or destruction to Landlord's Property caused
by Tenant's employees, agents, visitors, invitees, guests or independent
contractors or subcontractors (collectively, “Tenant's Associates”), and
Landlord hereby releases Tenant from any claim, demands, losses, damages,
consequential damages, and the like (collectively, “Claims”), resulting from
damage or destruction to Landlord's Property caused directly or indirectly by
Tenant and/or Tenant's Associates; provided, however, nothing herein shall be
deemed to release Tenant's independent contractors from any such Claims Landlord
may have against Tenant's independent contractors.  Likewise, Landlord
shall not be responsible or liable to Tenant for any damages or destruction to
Tenant's Property caused by Landlord's employees, agents, visitors, invitees,
guests or independent contractors or subcontractors (collectively, “Landlord's
Associates”), and Tenant hereby releases Landlord from any Claims resulting from
damage or destruction to Tenant's Property caused directly or indirectly by
Landlord and/or Landlord's Associates; provided, however, nothing herein shall
be deemed to release Landlord's independent contractors from any such Claims
Tenant may have against Landlord's independent contractors.





(c)           Injury and Death to
Individuals.  Landlord and Tenant understand that waivers of
subrogation do not apply to injury and death to individuals.  Landlord
and Tenant shall each carry insurance, as provided by this Article 13, in
connection with injury and death to individuals.  Landlord hereby
agrees to indemnify and hold harmless Tenant from any liability which Tenant may
otherwise have with respect to injury or death to individuals occurring within
the Project but outside the Premises except to the extent that such injury or
death is caused by the negligence of Tenant and/or Tenant's Associates and is
not covered by the insurance Landlord is required to carry under this
Lease.  Likewise, Tenant agrees to defend and hold harmless Landlord
from any liability for injury or death to persons occurring within the Premises
except to the extent such injuries or death are caused by the negligence of
Landlord and/or Landlord's Associates and is not covered by the insurance Tenant
is required to carry under this Lease.





(d)           Abatement of Rent When
Tenant Is Prevented From Using Premises.  In the event that
Tenant is prevented from using, and does not use, the Premises or any portion
thereof, for three (3) consecutive business days or ten (10) business days in
any twelve (12) month period (the “Eligibility Period”) as a result of (i) any
damage or destruction to the Premises, Parking Garage, Ivey’s Parking Deck
and/or the Project, (ii) any repair, maintenance or alteration performed or to
be performed by Landlord and required by this Lease, the performance or failure
to perform of which substantially interferes with Tenant's use of the Premises,
Parking Garage, Ivey’s Parking Deck and/or the Project, (iii) any failure by
Landlord to provide Tenant with services or access to the Premises, Parking
Garage, Ivey’s Parking Deck and/or the Project, (iv) because of an eminent
domain proceeding or (v) because of the presence of hazardous substances in, on
or around the Premises, the Building or the Property, then Tenant's Rent shall
be abated or reduced, as the case may be, after expiration of the Eligibility
Period for such time that Tenant continues to be so prevented from using, and
does not use, the Premises  or the Parking Garage and/or Ivey’s
Parking Deck or a portion thereof, in the proportion that the rentable area of
the portion of the Premises, Parking Garage and/or Ivey’s Parking Deck that
Tenant is prevented from using, and does not use, bears to the total rentable
area of the Premises and/or the total parking spaces in the Parking Garage
and/or Ivey’s Parking Deck.  However, in the event that Tenant is
prevented from conducting, and does not conduct, its business in any portion of
the Premises for a period of time in excess of the Eligibility Period, and the
remaining portion of the Premises is not sufficient to allow Tenant to
effectively conduct its business therein, and if Tenant does not conduct its
business from such remaining portion, then for such time after expiration of the
Eligibility Period during which Tenant is so prevented from effectively
conducting its business therein, the Rent for the entire Premises shall be
abated; provided, however, if Tenant reoccupies and conducts its business from
any portion of the Premises during such period, the Rent allocable to such
reoccupied portion, based on the proportion that the rentable area of such
reoccupied portion of the Premises bears to the total rentable area of the
Premises, shall be payable by Tenant from the date such business operations
commence.  If Tenant's right to abatement occurs because of an eminent
domain taking and/or because of damage or destruction to the Premises, Parking
Garage, Ivey’s Parking Deck, or the Project, Tenant's abatement period shall
continue until Tenant has been given sufficient time, and sufficient access to
the Premises, Parking Garage, Ivey’s Parking Deck and/or the Project, to rebuild
such portion it is required to rebuild, to install its property, furniture,
fixtures, and equipment to the extent the same shall have been removed as a
result of such damage or destruction and to move in.  To the extent
Tenant is entitled to abatement without regard to the Eligibility Period,
because of an event covered by Articles 14 [Damage or Destruction] and 15
[Eminent Domain] of this Lease, then the Eligibility Period shall not be
applicable.


31





(e)           Limitation of Liability and
Damages.  Landlord agrees that in the event of a default by
Tenant under this Lease, Landlord will not have a right to collect from Tenant a
greater amount of Rent than Landlord would have been able to collect in the
event that Tenant did not default under this Lease.  Landlord further
agrees that it will use commercially reasonable efforts to mitigate its damages
in connection with any default by Tenant.  Nothing herein shall be
construed to prevent Tenant or Landlord, if it is the prevailing party in
connection with any litigation, dispute, or controversy between Landlord and
Tenant, from collecting, and each agrees that under such circumstances the other
shall have a right to collect and shall be awarded, (a) its reasonable
attorneys' fees, costs, and expenses incurred in connection with any such
litigation, dispute, or controversy and (b) interest, at the Contract Rate, on
any amounts not paid when due.  Landlord's liability to Tenant is
limited to Landlord's equity interest in the Building.





13.4         Allocation of Insured
Risks/Subrogation.  Landlord and Tenant release each other and
all other tenants or subtenants of the Project (“Other Occupants”) from any
claims and demands of whatever nature for damage, loss or injury to the Premises
and/or the Project, or to the other's property in, on or about the Premises
and/or the Project, that are caused by or result from risks or perils insured
against under any property insurance policies required by this Lease or, if
applicable, other leases in the Building to be carried by Landlord and/or Tenant
and in force at the time of any such damage, loss or injury.  Landlord
and Tenant shall cause each property insurance policy obtained by them or either
of them, and Landlord (or Tenant, with respect to Other Occupants claiming by or
through Tenant) shall cause the property insurance policies carried by Other
Occupants, to provide that the insurance company waives all right of recovery by
way of subrogation against either Landlord or Tenant in connection with any
damage covered by any such policy or policies.  Neither Landlord nor
Tenant nor Other Occupants shall be liable to the other for any damage caused by
fire or any of the risks insured against under any property insurance policy
required by this Lease, provided such insurance is in force and the proceeds
therefrom are paid.  If a property insurance policy cannot be obtained
with a waiver of subrogation, or is obtainable only by the payment of an
additional premium charge above that charged by insurance companies issuing
property policies without waiver of subrogation, the party undertaking to obtain
the property insurance (or the Landlord with respect to Other Occupants) shall
notify the other party of this fact.  The other party shall have a
period of ten (10) days after receiving the notice either to place the property
insurance with a company that is reasonably satisfactory to the other party and
that will carry the property insurance with a waiver of subrogation at no
additional cost, or to agree to pay the additional premium if such a policy is
obtainable at additional cost.  If the property insurance cannot be
obtained or the party in whose favor a waiver of subrogation is desired refuses
to pay the additional premium charged, the other party (or the Landlord with
respect to Other Occupants) is relieved of the obligation to obtain a waiver of
subrogation with respect to the particular property insurance involved, and all
releases and waivers herein contained are null and void to the extent
thereof.


32


13.5         Landlord Bankruptcy
Proceeding.  In the event that the obligations of Landlord
under this Lease are not performed during the pendency of a bankruptcy or
insolvency proceeding involving the Landlord as the debtor, or following the
rejection of this Lease in accordance with Section 365 of the United States
Bankruptcy Code, then notwithstanding any provision of this Lease to the
contrary, Tenant shall have the right to set off against Rents next due and
owing under this Lease (a)any and all damages caused by such non-performance of
Landlord's obligations under this Lease by Landlord, debtor-in-possession, or
the bankruptcy trustee, and (b) any and all damages caused by the
non-performance of Landlord's obligations under this Lease following any
rejection of this Lease in accordance with Section 365 of the United States
Bankruptcy Code.





ARTICLE 14 - DAMAGE OR
DESTRUCTION





14.1         Loss Covered By
Insurance.  If, at any time prior to the expiration or
termination of this Lease, the Premises or the Building or the Project is wholly
or partially damaged or destroyed by a casualty, the loss to Landlord from which
is (except for any applicable deductible) fully covered by insurance maintained
by Landlord or for Landlord's benefit (or required to be maintained by Landlord
pursuant to Section 13.2(b)), which casualty renders the Premises or the Project
totally or partially inaccessible or unusable by Tenant in the ordinary conduct
of Tenant's business, then this Lease shall not be terminated, but Landlord
shall cause the Premises and the rest of the Project to be restored to their
condition immediately prior to such casualty, and Tenant shall be responsible
for the restoration and/or replacement of Tenant's Property.  Each
party shall commence such obligations within a reasonable period of time
following such casualty, considering the applicable circumstances, and shall
prosecute same to completion in good faith and with duly diligent
efforts.  During the period of such repair, the Rent shall abate or
(if the Premises are not wholly untenantable) be reduced proportionately with
the percentage of the Premises or the Project that is untenantable.





14.2         Loss Not Covered By
Insurance.  If, at any time prior to the expiration or
termination of this Lease, the Premises or the Project is totally or partially
damaged or destroyed from a casualty, the loss to Landlord from which is not
fully covered by insurance maintained by Landlord or for Landlord's benefit or
required to be maintained by Landlord pursuant to Section 13.2(b), which damage
renders the Premises inaccessible or unusable to Tenant in the ordinary course
of its business, Landlord may, at its option, upon written notice to Tenant
within sixty (60) days after notice to Landlord of the occurrence of such damage
or destruction, (a) elect to repair or restore such damage or destruction, or
(b) if (i) the uninsured portion of the damage or destruction is equal to or
greater than Twenty Five Million and No/100 Dollars ($25,000,000.00) and (ii)
less than two (2) Years remain under Tenant’s primary Lease Term, and (iii)
Tenant has not elected to exercise the next ensuing Renewal Term, then Landlord
may elect to terminate this Lease.  If Landlord has elected to repair
or restore such damage or destruction, Landlord shall commence to make such
repair as soon as reasonably possible and shall complete such repair as soon as
reasonably possible, and this Lease shall continue in full force and effect but
the Rent, if and to the extent applicable, shall be proportionately reduced as
provided in Section 14.1.





14.3         Destruction During Final Two
Years.  Notwithstanding anything to the contrary contained in
Sections 14.1 and 14.2, if the Premises or the Project is wholly damaged or
destroyed or if the Premises or the Project is partially damaged or destroyed
within the final twenty-four (24) months of the Term of this Lease, or, if an
applicable renewal option has been exercised, during the final twenty-four (24)
months of any renewal term, so that Tenant shall be prevented from using
substantially all of the Premises or the Project for one hundred eighty (180)
consecutive days due to such damage or destruction, then either Landlord or
Tenant may, at its option, by notice to the other party within sixty (60) days
after the occurrence of such damage or destruction, elect to terminate this
Lease.


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14.4         Destruction of Tenant's
Personal Property, Tenant Improvements or Property of Tenant's
Employees.  In the event of any damage to or destruction of the
Premises or the Project, under no circumstances shall Landlord be required to
repair any injury, or damage to, or make any repairs to or replacements of,
Tenant's Personal Property.  However, as part of High-Rise Operating
Expenses, Low-Rise Operating Expenses and/or Revised Operating Expenses,
Landlord shall cause to be insured the Tenant Improvements and Alterations which
do not consist of Tenant's Personal Property and shall cause such Tenant
Improvements and Alterations to be repaired and restored at Landlord's sole
expense.  Landlord shall have no responsibility for any contents
placed or kept in or on the Premises or the Project by Tenant or Tenant's
Employees.





14.5         Exclusive
Remedy.  Except for abatement of Rent as provided in Section
13.3(d), no damages, compensation or claim shall be payable by Landlord or
Tenant to the other for any inconvenience, any interruption or cessation of
Landlord's or Tenant's business, or any annoyance, arising from any damage to or
destruction of all or any portion of the Premises, Parking Garage, Ivey’s
Parking Deck or the Project.





ARTICLE 15 - EMINENT
DOMAIN





15.1         Permanent Taking - When
Lease Can Be Terminated.  If the whole of the Premises, or so
much of the Premises or Project as to render the balance unusable by Tenant,
shall be taken under the power of eminent domain, this Lease shall automatically
terminate as of the date of final judgment in such condemnation, or as of the
date possession is taken by the condemning authority, whichever is
earlier.  A sale by Landlord under threat of condemnation shall
constitute a “taking” for the purpose of this Article 15.  No award
for any partial or entire taking shall be apportioned and Tenant assigns to
Landlord any award which may be made in such taking or condemnation, together
with all rights of Tenant to such award, including, without limitation, any
award or compensation for the value of all or any part of the leasehold estate;
provided that nothing contained in this Article 15 shall be deemed to give
Landlord any interest in or to require Tenant to assign to Landlord any award
made to Tenant for (a) the taking of Tenant's Personal Property, (b)
interruption of or damage to Tenant's business, or (c) Tenant's unamortized cost
of the Tenant Improvements to the extent paid for by
Tenant.  Furthermore, Tenant is granted the right to recover from the
condemning authority one hundred percent(100%) (less applicable legal costs
related to the recovery of same) of the value (if any) of the leasehold estate,
which shall be equal to the difference between the rental rate payable under
this Lease and the rate established by the condemning authority as an award for
compensation purposes, together with any amount Tenant is able to obtain from
the condemning authority attributable to Tenant's relocation expenses and to any
other amounts specifically allocated or available to owners of leasehold estates
under Applicable Laws.  Further, no such taking of all or any portion
of the Parking Garage and/or Ivey’s Parking Deck shall entitle Tenant to
terminate this Lease, if Landlord provides reasonable replacement parking within
a reasonable period of time, not to exceed three (3) months from the date of
taking or six (6) months after Landlord receives notice of the pending taking,
whichever shall first occur.





15.2         Permanent Taking - When
Lease Cannot Be Terminated.  In the event of a partial taking
which does not result in a termination of this Lease under Section 15.1, Rent
shall be proportionately reduced based on the portion of the Premises rendered
unusable, and Landlord shall restore the Premises and the Project to the extent
of available condemnation proceeds.





15.3         Temporary
Taking.  No temporary taking of the Premises or the Project any
part of the Premises or the Project and/or of Tenant's rights to the Premises or
the Project or under this Lease shall terminate this Lease unless the temporary
taking is for substantially all of the Premises for substantially all of the
remaining Term (including any exercised Renewal Term), in which case Tenant
shall have the right to terminate this Lease as to the portion of the Premises
so taken, as of the effective date of such taking.  Any award made to
Landlord or Tenant by reason of such temporary taking shall belong entirely to
the party to whom such award is made.


34





15.4         Exclusive
Remedy.  This Article 15 shall be Tenant's sole and exclusive
remedy in the event of a taking or condemnation.





15.5         Release Upon
Termination.  Upon termination of this Lease pursuant to this
Article 15, Tenant and Landlord hereby agree to release each other from any and
all obligations and liabilities with respect to this Lease to the same extent as
if this Lease had expired on the date of such termination, except for such
obligations and liabilities which arise or accrue prior to such termination, and
except for any contingent obligations of the parties which, pursuant to the
other terms of this Lease, would have survived the expiration or termination
hereof.





ARTICLE 16 -
DEFAULTS





16.1         Default by
Tenant.  Each of the following shall be an “Event of Default”
by Tenant and a material breach of this Lease:





(a)           Tenant
shall fail to make any payment owed by Tenant under this Lease, as and when due,
and where such failure is not cured within a period of twenty (20) days
following notice to Tenant from Landlord.





(b)           Tenant
shall fail to observe, keep or perform any of the terms, covenants, agreements
or conditions under this Lease that Tenant is obligated to observe or perform,
other than that described in subparagraph (a) above, for a period of thirty (30)
days after notice to Tenant of said failure; provided however, that if the
nature of Tenant's default is such that more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be in
default under this Lease if Tenant shall commence the cure of such default so
specified within said thirty (30) day period and shall diligently prosecute the
same to completion.





16.2         Default by
Landlord.  Landlord shall be in default of the performance of
any obligation required to be performed by Landlord under this Lease if Landlord
has failed to perform such obligation within thirty (30) days after the receipt
of notice from Tenant specifying in detail Landlord's failure to perform;
provided, however, that if the nature of Landlord's obligation is such that more
than thirty (30) days are required for its performance, Landlord shall not be
deemed in default if it shall commence such performance within thirty (30) days
and thereafter diligently pursues the same to completion.





16.3         Self-Help.  If
Landlord shall default in the performance of any of Landlord’s obligations under
this Lease beyond any applicable cure period, including, without limitation, the
payment of any sum of money or the performance of any other obligation pursuant
to the terms of this Lease, then Tenant at its option and with thirty (30) days
prior written notice to Landlord, in addition to any other remedies Tenant may
have in law or equity, may proceed to perform such defaulted obligation on
behalf of Landlord (and shall have a license to do so) by the payment of money
or other action for the account of Landlord.  The foregoing right to
cure shall not be exercised if within the thirty (30) day notice period (i)
Landlord cures the default, or (ii) if curable, the default cannot be reasonably
cured within that time period but Landlord begins to cure such default within
such time period and thereafter diligently and continuously pursues such action
to completion.  The thirty (30) day notice period shall not be
required if an emergency exists; and in such event, Tenant shall give such
notice (if any) to Landlord as is reasonable under the
circumstances.  Within ten (10) days of written demand therefore
(including providing copies of invoices reflecting costs), Landlord shall
reimburse the Tenant for any sum reasonably expended by Tenant due to the
default or in correcting the same and, if such reimbursement is not paid within
said ten (10) days, Tenant shall have the right to offset Rent due
hereunder; provided, however, that Tenant shall not offset more than $200,000.00
in any Calendar Year.  This provision is intended to survive and/or
override any existing bankruptcy laws to the extent legally
enforceable.


35





ARTICLE 17 - LANDLORD'S
REMEDIES AND RIGHTS





17.1         Termination of
Lease.  In the event of any material uncured Event of Default
by Tenant, Landlord shall have the right, in addition to all other rights
available to Landlord under this Lease now or later permitted by law or equity,
to terminate this Lease by providing Tenant with a notice of termination or, at
Landlord's election, to terminate Tenant's right of possession without
terminating this Lease.  Upon termination of this Lease, Landlord may
recover as damages the Rent that Landlord would have received had Tenant not
defaulted, plus attorney fees and court costs, reasonably incurred by Landlord
to collect same.  Landlord agrees to use commercially reasonable
efforts to mitigate damages.  In no event shall Tenant be liable for
consequential damages or accelerated Rent.





17.2         Continuation of
Lease.  Tenant acknowledges that in the event Tenant has
breached this Lease and abandoned substantially all of the Premises, this Lease
shall continue in effect for so long as Landlord does not terminate this Lease
[which Landlord shall not be required to do, or be deemed to have done without
unequivocal written notification to Tenant of such election, even though
Landlord may have terminated Tenant's right to possession (which will
correspondingly terminate Tenant's right to Sublease and/or assign but will not
invalidate any Subleases or assignments consented or deemed consented to by
Landlord in accordance with the provisions of Article 12 or any subordination,
attornment and non-disturbance agreement that Landlord has provided for the
benefit of any subtenant)], and Landlord may enforce all its rights and remedies
under this Lease, including the right to recover Rent as it becomes due under
this Lease.  Acts of maintenance or preservation or efforts to relet
(including reletting) the Premises or the appointment of a receiver upon
initiative of Landlord to protect Landlord's interest under this Lease shall not
constitute a termination of this Lease.





17.3         Right of
Entry.  In the event of any default by Tenant which continues
beyond applicable cure periods and after the provision of written notice from
Landlord to Tenant, Landlord shall also have the right, with or without
terminating this Lease, to enter the Premises and remove all persons and
Personal Property from the Premises, such property being removed and stored in a
public warehouse or elsewhere at Tenant's sole cost and expense.  No
removal by Landlord of any persons or property in the Premises shall constitute
an election to terminate this Lease. Such an election to terminate may only be
made by Landlord in writing.  Landlord's right of entry shall include
the right to re-let the Premises.  Rents collected by Landlord from
any other tenant which occupies the Premises shall be offset against the amounts
owed to Landlord by Tenant.  Tenant shall be responsible for any
amounts not recovered by Landlord from any other tenant.  Any payments
made by Tenant shall be credited to the amounts owed by Tenant, first to past
due interest and late charges and penalties then to past due Rent, and lastly to
current Rent.  No entry by Landlord shall prevent Landlord from later
terminating this Lease by written notice.





17.4         Right to
Perform.  If an Event of Default occurs, Landlord may perform
such covenant or condition at its option, after providing written notice to
Tenant and after expiration of the cure periods provided by this
Lease.  All costs reasonably incurred by Landlord in so performing
shall immediately be reimbursed to Landlord by Tenant, together with interest at
the Contract Rate computed from the date incurred by Landlord.  Any
performance by Landlord of Tenant's obligations shall not waive or cure such
default.





17.5         Remedies Not
Exclusive.  The rights and remedies of Landlord and Tenant set
forth herein are not exclusive, and Landlord and Tenant may exercise any other
right or remedy available to it under this Lease, at law or in equity except as
otherwise expressly set forth herein.





36




ARTICLE 18 - ATTORNEYS'
FEES




If either Landlord or Tenant commences
or engages in, or threatens to commence or engage in, any action or litigation
or arbitration against the other party arising out of or in connection with this
Lease, the Premises or the Project, including but not limited to, any action for
recovery of any payment owed by either party under this Lease, or to recover
possession of the Premises, or for damages for breach of this Lease, the
prevailing party shall be entitled to have and recover from the losing party
reasonable attorneys' fees and other costs incurred in connection with the
action and in preparation for said action.  Notwithstanding the above,
the provisions of this Article shall not apply to any dispute referred to
“binding” arbitration.





ARTICLE 19 - SUBORDINATION,
ATTORNMENT AND NON-DISTURBANCE





19.1         Obligations of
Tenant.  The Lease and the rights granted to Tenant by the
Lease shall be subject and subordinate to all deeds of trust or mortgages
affecting or encumbering all or any part of the Project; provided however, that
if Landlord elects at any time to have Tenant's interest in the Lease be or
become superior, senior or prior to any such instrument, then upon receipt by
Tenant of written notice of such election, Tenant shall promptly execute all
necessary and reasonable subordination instruments or other documents confirming
the subordination of such mortgage or deed of trust.





19.2         Obligations of
Landlord.  This Lease shall be subject to and conditioned upon
Landlord delivering to Tenant, no later than thirty (30) days from the date of
full execution of this Lease, a commercially reasonable nondisturbance agreement
in favor of Tenant from any mortgagee, trustee or beneficiary under any prior
mortgage or deed of trust encumbering the Building.





19.3         Landlord's Right to
Assign.  Landlord's interest in this Lease may be assigned to
any mortgagee or trust deed beneficiary as additional
security.  Nothing in this Lease shall empower Tenant to do any act
without Landlord's prior consent which can, shall or may encumber the title of
the owner of all or any part of the Project or the Property.





19.4         Attornment by
Tenant.  In the event of the cancellation or termination of any
or all ground or underlying leases affecting all or any part of the Project or
the Property in accordance with its terms or by the surrender thereof, whether
voluntary, involuntary or by operation of law, or by summary proceedings, or in
the event of any foreclosure of any or all mortgages or deeds of trust
encumbering the Project or the Property by trustee's sale, voluntary agreement,
deed in lieu of foreclosure, or by the commencement of any judicial action
seeking foreclosure, Tenant, at the request of the then landlord under this
Lease, shall attorn to and recognize (a) the ground or underlying lessor, under
the ground or underlying lease being terminated or canceled, and (b) the
beneficiary or purchaser at the foreclosure sale, as Tenant's landlord under
this Lease, and Tenant agrees to execute and deliver at any time upon request of
such ground or underlying lessor, beneficiary, purchaser, or their successors,
any instrument to further evidence such attornment.  Tenant hereby
waives its right, if any, to elect to terminate this Lease or to surrender
possession of the Premises in the event of any such ground or underlying lease
cancellation or termination or mortgage or deed of trust
foreclosure.





19.5         Non-Disturbance.  Notwithstanding
any of the provisions of this Article 19 to the contrary, Tenant shall be
allowed to occupy the Premises or portions thereof, subject to the conditions of
this Lease, and this Lease shall remain in effect, until an Event of Default
occurs, or until Tenant's rights are modified because of an applicable eminent
domain proceeding pursuant to Article 15, or because of the occurrence of
applicable damage and destruction pursuant to Article 14.  Landlord
agrees to cause the lender(s) to which Tenant will or has subordinated to
provide a non-disturbance agreement in commercially reasonable
form.   No later than twenty (20) days after the date of full
execution of this Lease, Landlord agrees to provide to Tenant fully executed
commercially reasonable recognition and non-disturbance agreements from all
present Property and Building mortgagees, deed of trust holders and/or superior
lessors.


37





ARTICLE 20 -
RESERVED





ARTICLE 21 - HOLDING
OVER





21.1         Surrender of
Possession.  Tenant shall surrender, subject to the provisions
of Section 21.2 below, possession of the Premises immediately upon the
expiration of the Term or earlier termination of this Lease.  If
Tenant shall continue to occupy or possess the Premises after such expiration or
termination without the consent of Landlord, then unless Landlord and Tenant
have otherwise agreed in writing, Tenant shall be a tenant from
month-to-month.  All the terms, provisions and conditions of this
Lease shall apply to this month-to-month tenancy except that the monthly Base
Rent shall be as set forth in Section 21.2.





21.2         Tenant's Right to Hold
Over.  Notwithstanding anything to the contrary set forth
above, Tenant shall have the right, upon the expiration of the original Term or
any Renewal Term, by giving written notice of such election to Landlord not less
than seven (7) months prior to the expiration of the original Term or any
Renewal Term, to hold over in the Premises (or any portion thereof) for a period
not to exceed eighteen (18) months (the “Extended Term”) upon the same terms and
conditions that were applicable to the Premises during the last month of the
Term of this Lease.  In the event Tenant continues to occupy all or
any portion of the Premises beyond the Extended Term, Tenant shall pay Base Rent
for the first ninety (90) days of such hold over period at a rate equal to one
hundred fifty percent (150%) of the then prevailing monthly rental rate in
effect as of the date of the expiration of the Extended Term and Landlord shall
have no right to any consequential damages.  From and after the
ninety-first (91st) day
after the expiration of the Extended Term, Tenant shall continue to pay Base
Rent for the hold over period equal to one hundred fifty percent (150%) of the
monthly rental rate in effect as of the expiration of the Extended Term,
however, Landlord shall have the right to bring an action against Tenant for
consequential damages resulting from Tenant’s failure to vacate the
Premises.  In the event that Tenant holds over in the Premises (or any
portion thereof) pursuant to this provision, Tenant shall have the right to
terminate its tenancy, prior to the expiration of the Extended Term, on not less
than thirty (30) days' prior written notice to Landlord.





ARTICLE 22 - INSPECTIONS AND
ACCESS





22.1         Entry by
Landlord.  Upon reasonable prior notice except in case of
emergency or upon the requirement of any applicable governmental authority
(e.g., surprise inspection) or to supply normal and regular janitorial or
security services, in any of which events no such notice shall be required,
Landlord may enter the Premises at all reasonable hours for any reasonable
purpose when accompanied by an authorized representative of
Tenant.  If Tenant shall not be personally present to open and permit
an entry into the Premises at any time when such entry by Landlord is necessary
due to a bona fide emergency, Landlord may enter by means of a master key
without liability to Tenant except for any failure to exercise due care for
Tenant's Personal Property, and without affecting this Lease.  In any
event, any such entry shall be accomplished as expeditiously as reasonably
possible and in a manner so as to cause as little interference to Tenant as
reasonably possible.





22.2         Secured
Areas.  Notwithstanding anything to the contrary set forth
above, Tenant may designate certain areas of the Premises as “Secured Areas”
should Tenant require such areas for the purpose of securing certain valuable
property or confidential information.  Landlord may not enter such
Secured Areas except in the case of emergency or in the event of a Landlord
inspection, in which case Landlord shall provide Tenant with ten (10) days'
prior written notice of the specific date and time of such Landlord
inspection.


38





ARTICLE 23 - NAME OF
PROJECT





As of the date of full execution of
this Lease, the name of the Building is “One Independence Center” and/or “101
Independence Center.”  Landlord shall not change the name of the
Building without the prior written consent of Tenant.   In the
event Tenant consents to a change in the name of the Building, such name change
shall be at Landlord’s sole cost and expense and Landlord shall reimburse Tenant
for reasonable and verified costs of replacing Tenant's stationery and business
cards.  Notwithstanding the foregoing, in no event may Landlord elect
to re-name the Building after another financial institution or competitor of
Tenant.  Costs for changes in the name of the Building shall not be
included among High-Rise Operating Expenses, Low-Rise Operating Expenses or
Revised Operating Expenses.





ARTICLE 24 - SURRENDER OF
LEASE





The voluntary or other surrender of
this Lease by Tenant, or a mutual cancellation of this Lease, shall not work a
merger, and shall, at the option of Landlord, terminate all or any existing
subleases or subtenancies, or may, at the option of Landlord, operate as an
assignment to it of Tenant's interest in any or all such subleases or
subtenancies.  Provided, however, that any sublease specifically
consented to by Landlord or deemed consented to by Landlord in accordance with
Article 12 hereof shall survive and be automatically assigned to Landlord as the
prime Landlord thereunder.





ARTICLE 25 -
WAIVER





The waiver by Landlord or Tenant of any
term, covenant, agreement or condition contained in this Lease shall not be
deemed to be a waiver of any subsequent breach of the same or of any other term,
covenant, agreement, condition or provision of this Lease, nor shall any custom
or practice which may develop between the parties in the administration of this
Lease be construed to waive or lessen the right of Landlord or Tenant to insist
upon the performance by the other in strict accordance with all of the terms,
covenants, agreements, conditions, and provisions of this Lease.  The
subsequent acceptance by Landlord of any payment owed by Tenant to Landlord
under this Lease, or the payment of Rent by Tenant, shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant, agreement,
condition or provision of this Lease, other than the failure of Tenant to make
the specific payment so accepted by Landlord, regardless of Landlord's or
Tenant's knowledge of such preceding breach at the time of the making or
acceptance of such payment.





ARTICLE 26 - SALE BY
LANDLORD





In the event Landlord shall sell,
assign, convey or transfer all of its interest in the Project and/or the
Property, Tenant agrees to attorn to such transferee, assignee or new Landlord,
and upon consummation of such sale, conveyance or transfer, Landlord shall
automatically be freed and relieved from all liability and obligations accruing
or to be performed from and after the date of such sale, transfer, or
conveyance.





ARTICLE 27 - NO LIGHT AND
AIR EASEMENT





Any diminution or shutting off of light
or air by any structure which may be erected on lands adjacent to or in the
vicinity of the Building, Parking Garage or Ivey’s Parking Deck shall not affect
this Lease, abate any payment owed by Tenant under this Lease or otherwise
impose any liability on Landlord.


39





ARTICLE 28 - FORCE
MAJEURE





Any prevention, delay or stoppage
caused by fire, earthquake, explosion, flood, hurricane, the elements, or any
other similar cause beyond the reasonable control of the party from whom
performance is required, or any of their contractors; acts of God or the public
enemy; actions, restrictions, limitations or interference of governmental
authorities or agents; war, invasion, insurrection, rebellion; riots; strikes or
lockouts, or inability to obtain necessary materials, goods, equipment,
services, utilities or labor shall excuse the performance of such party for a
period equal to the duration of such prevention, delay or stoppage; provided,
however, in no event shall financial incapability excuse the performance of
either party.





ARTICLE 29 - ESTOPPEL
CERTIFICATES





Each party shall, at any time and from
time to time upon request of the other party, within thirty (30) days following
notice of such request from the requesting party, execute, acknowledge and
deliver to the requesting party a certificate (the “Estoppel Certificate”) in
writing in the form of the attached Exhibit J or in such
commercially reasonable form as Landlord or Tenant or any of their respective
lenders, prospective purchasers, lien holders, assignees or subtenants may deem
appropriate; provided, however, if the Estoppel Certificate requests information
different than that being requested in the form of the attached Exhibit J, then (a)
the certifying party shall have forty-five (45) days rather than the thirty (30)
days set forth above in order to execute, acknowledge and deliver such Estoppel
Certificate and (b) the requesting party shall reimburse the certifying party
for all actual, reasonable and documented costs [including without limitation
attorneys' fees in an amount of up to Two Hundred Fifty and 00/100 Dollars
($250.00) per request] incurred by the certifying party in connection with the
execution, acknowledgment and delivery of such Estoppel
Certificate.  For purposes of this Article 29, an Estoppel Certificate
shall not be deemed to be commercially reasonable if it amends or modifies any
of the provisions of this Lease or attempts to clarify them.  If the
certifying party fails to deliver the Estoppel Certificate within such thirty
(30) or forty-five (45) day period, as the case may be, the requesting party
shall so notify the certifying party and, if the certifying party does not
deliver the Estoppel Certificate within three (3) business days thereafter, the
certifying party's failure to do so shall automatically be deemed to establish
conclusively that this Lease is in full force and effect and has not been
modified except as may be represented by the requesting party, but shall not be
deemed to have cured any default under this Lease by the party failing to
provide the Estoppel Certificate.





ARTICLE 30 - RIGHT TO
PERFORMANCE





Except as otherwise provided in this
Lease, all covenants and agreements to be performed by Landlord or Tenant under
this Lease shall be performed by such party at such party's sole cost and
expense.





ARTICLE 31 -
PARKING





31.1           General
Parking.  Tenant shall be provided one (1) parking space for
each one thousand (1,000) square feet of Rentable Area in the Premises (“Parking
Spaces”), as expanded from time to time, effective as of the Commencement Date
of this Lease.  Tenant, and its authorized users (including sublessees
as set forth in Section 31.3 below), shall have access to the Parking Garage and
Ivey’s Parking Deck twenty-four (24) hours per day, seven (7) days per week,
three hundred sixty-five (365) days per year.


40


31.2         Ivey’s Parking
Spaces.  Of the total Parking Spaces to be made available to
Tenant, two hundred twenty-six (226) of those Parking Spaces shall be located in
the Ivey’s Parking Deck (“Ivey’s Parking Spaces”).  Landlord and
Tenant acknowledge that the aforesaid parking rights constitute the entirety of
the Ivey’s Parking Deck.  The charge to Tenant for the Ivey’s Parking
Spaces shall be $18,492.00 per month (“Ivey’s Parking Fee”), which includes a
management fee that is payable to the parking management company in the amount
of $500.00 per month.  Tenant shall pay the Ivey’s Parking Fee
directly to the parking management company; provided, however, that if Landlord
pays the $500.00 per month parking management fee to the parking management
company and provides Tenant sufficient advanced notice and evidence thereof,
Tenant shall reimburse the $500.00 per month parking management fee to
Landlord.  Landlord and Tenant acknowledge that Central Parking
currently manages the Ivey’s Parking Deck under an agreement with
Landlord.  Landlord agrees that it will not terminate, renew or enter
into any management agreement for the Ivey’s Parking Deck without Tenant’s prior
written approval.  Landlord further agrees that, upon thirty (30) days
notice from Tenant, Tenant shall have the right to take over the management of
the Ivey’s Parking Deck and Landlord shall, if Tenant desires, assign any
management agreement in effect at the time of such notice to
Tenant.  Tenant shall thereafter have the right to manage the Ivey’s
Parking Deck at its sole discretion.   Tenant shall have the
right to limit and/or restrict access to certain areas of the Ivey’s Parking
Deck and to establish rules and regulations governing the use of the Ivey’s
Parking Deck.





31.3         Sublease of Ivey’s Parking
Spaces.  Landlord agrees that Tenant shall have the right to
sublease all or any of the Ivey’s Parking Spaces, without Landlord’s consent and
Tenant shall be entitled to all profits therefrom.  Tenant shall have
the right to sublease the Ivey’s Parking Spaces through the parking management
company, at no additional charge to Tenant, and shall notify the parking
management company of the rates to be established for individual parking spaces,
said rates being subject to change from time to time, and the fee to be charged
for any access cards.  All parking fees received each month by the
parking management company for subleased Ivey’s Parking Spaces shall be credited
towards the Ivey’s Parking Fee.  In the event any fees collected by
the parking management company in a calendar month exceed the Ivey’s Parking
Fee, Tenant shall receive a credit for such excess fees against the next monthly
Ivey’s Parking Fee due, or in the event of expiration or earlier termination of
this Lease, such excess fees shall be immediately paid to Tenant.  Any
credit available on December 31 of each year, whether such credit is cumulative
or from the month of December only, shall be paid to Tenant no later than
January 31 of each year.  Landlord shall direct the parking management
company to cooperate and work with Tenant in order to facilitate the above
agreements and to provide Tenant a monthly invoice and detailed report, which
shall include, but not be limited to, the amount of Ivey’s Parking Spaces
subleased, the Tenant established rates, the amount of fees collected, the
amount of any credit applied towards the Ivey’s Parking Fee and the balance of
the Ivey’s Parking Fee due for such month.





31.4 Parking Garage
Space.  The remaining Parking Spaces that are not accounted for
within the Ivey’s Parking Deck shall be located in the Parking Garage (“Parking
Garage Spaces”).  The rates for the Parking Garage Spaces shall be
$150.00 per month for a reserved space and $100.00 per month for an unreserved
space.  Landlord agrees that the aforesaid rates shall not change
without Tenant’s prior written approval.  Landlord may establish and
require payment of a reasonable fee, not to exceed Landlord’s actual cost
therefor for the issuance of replacement access cards.  Initial access
cards shall be provided at Landlord’s cost.





31.5         Alternate
Parking.  If, during temporary periods of construction or
repair after the Commencement Date, Landlord is unable to provide sufficient
parking spaces in the Parking Garage and/or Ivey’s Parking Deck, Landlord shall
locate suitable alternative parking facilities within a two (2) block radius of
the Building, at Tenant’s cost, which shall not exceed the rates paid by Tenant
under this Article at the time of such interruption.  Any obligation
of Tenant to pay for the unavailable Parking Spaces in the Parking Garage and
Ivey’s Parking Deck shall cease for so long as Tenant and its employees,
invitees, assigns, and sublessees do not have the use of such Parking
Spaces.


41





ARTICLE 32 - SECURITY
SERVICES





32.1         Landlord's Obligation to
Furnish Security Services.  Tenant may provide, or may cause
Landlord to provide, twenty-four (24) hours per day, seven (7) days per week,
every day of the Year, on-site Building security equipment, personnel,
procedures and systems which are not less than security services provided at
other first class buildings in the Charlotte, North Carolina market area and
which are in full conformance with Tenant’s standards and requirements as the
same may be altered from time to time.  Upon request, and subject to a
reasonable waiting period based on applicable security personnel staffing,
Landlord's security guards shall, after Tenant’s normal business hours,
accompany any employee or visitor of Tenant from the Building to the Parking
Garage, Ivey’s Parking Deck and to any off-site parking located within one (1)
block of the Building.





32.2         Tenant's Right to Install
Security System.  Tenant may establish or install any automated
and/or nonautomated security system or security personnel in, on or about the
Premises and/or Building in lieu of or in addition to Landlord’s security
equipment, including, without limitation, smoke detectors, electronic security
devices and auxiliary emergency electric power supplies, in elevator lobbies or
other locations within the Premises; and with the prior approval of Landlord,
which approval shall not be unreasonably withheld or delayed, may install such
additional safety and security systems as Tenant may deem desirable in fire
stairwells on floors containing portions of the Premises, or other appropriate
locations in the Building not contained within the Premises.  Tenant
shall have the right to utilize Building core shafts, columns and other
appropriate spaces for the installation and maintenance of such security systems
and the cables, conduits and other elements associated therewith, provided such
installations (other than terminal devices) are concealed from view, and such
installation and maintenance does not unreasonably interfere with Landlord’s or
any other tenant’s use or occupancy of the Building.  Landlord agrees
that it shall, at Tenant’s sole cost and expense, make reasonable efforts to
accommodate Tenant’s security strategy, including any security strategy that may
involve the Common Areas of the Building.  Landlord and Tenant
acknowledge that Tenant currently has additional security systems in place on or
about the Premises and the Building, including security portals/terminal devices
located in the lobby of the Building at the entrance to the Low-Rise
floors.  All existing security systems and security personnel are
hereby deemed approved by Landlord and Tenant shall have the right to continue
to maintain such existing security systems and security
personnel.  All security systems installed by Tenant shall be Tenant’s
Personal Property and Tenant shall have the right, but not the obligation, to
remove Tenant’s security systems (including portals/terminal devices) upon the
expiration or earlier termination of this Lease.  Tenant shall repair
any material damage to the Premises and/or Building as a result of Tenant’s
removal of Tenant’s security systems.





ARTICLE 33 -
NOTICES





All notices, requests, consents,
approvals, payments in connection with this Lease, or communications that either
party desires or is required or permitted to give or make to the other party
under this Lease shall only be deemed to have been given, made and delivered,
when made or given in writing and personally served, or deposited in the United
States mail, certified or registered mail, postage prepaid, or, sent by
reputable overnight courier (e.g. Federal Express) and addressed to the parties
as follows:  If to Tenant, at the address(es) as specified for Tenant
in the definitions section of this Lease, or to such other place as Tenant may
from time to time designate in a notice to Landlord given in the manner set
forth in this Article 33; if to Landlord, at the address(es) specified for
Landlord in the definitions section of this Lease or to such other places as
Landlord may from time to time designate in a notice to Tenant given in the
manner set forth in this Article 33.




42




ARTICLE 34 - SIGNAGE AND
BUILDING IDENTITY




34.1         Current/Existing
Signage.   Tenant shall have the right to keep in place,
repair, maintain and replace all signs of Tenant currently in place on or about
the Premises and/or the Project.





34.2         Exterior
Signage.  So long as Tenant is in possession of at least five
percent (5%) of the net rentable area of the Building, or shall operate a retail
bank within the Building, Tenant shall have the right, but not the obligation,
to install, repair and maintain Tenant’s standard signage on the exterior of the
Building, so long as it complies with Applicable Laws. Landlord shall, using
Landlord's good faith and duly diligent efforts, cooperate with Tenant in
obtaining the proper governmental approvals and permits for Tenant’s
signage.  Landlord agrees not to allow any other office tenants of the
Building exterior or monument signage and shall not grant signage rights to any
other tenant or user of the Project that would materially interfere with the
visibility of Tenant's sign.





34.3         Building
Directory.  Landlord and Tenant acknowledge that Landlord
currently provides and maintains a Building directory in the lobby of the
Building for all tenants of the Building.  Landlord shall continue to
provide and maintain such directory and the space allocated to Tenant shall
remain at least equal to Tenant’s existing allocation upon the Commencement Date
of this Lease.  In the event Landlord erects any additional
directories (including any monitor directories) as a part of the Project, which
are made available to tenants of the Building, then Tenant shall be entitled to
the same rights provided to other tenants of the Building.  Building
directories shall be provided at Landlord’s cost and there shall be no charge to
Tenant.





34.4         Name
Change.  If Tenant changes its name at any time, Tenant shall
have the right to make such changes to its signage as necessary to reflect the
changed name, and may modify or change existing signs to do so.





ARTICLE 35 – FIBER OPTICS
CONDUIT





Pursuant to a letter agreement between
Cousins Properties Incorporated and Tenant’s predecessor in interest,
NationsBank, N.A., dated July 24, 1997, Tenant has previously installed a cable
tray/conduit system in the Building running along the ceiling of the Parking
Garage to the Ivey’s Parking Deck, which carries copper and fiber optic cables
providing voice and data connectivity from Tenant’s system housed in the
Premises to Tenant’s space in the IJL Financial Center (“Fiber Optics
System”).  Landlord agrees that Tenant shall have the right to keep
the Fiber Optics System in place.  Tenant shall also have the right to
maintain, repair and replace the Fiber Optics System as
necessary.  Landlord agrees that the Fiber Optics System is Tenant’s
Personal Property and Tenant shall have the right to remove the Fiber Optics
System upon the expiration or earlier termination of this Lease provided Tenant
repairs any material damage caused thereby.  Tenant agrees to hold
Landlord harmless against any and all liability, loss or damage or expense
arising from the installation, use or maintenance of the Fiber Optics System,
unless such loss or damage or expense is due to Landlord’s
negligence.





ARTICLE 36 - ROOF
RIGHTS





36.1             Right to Install
Communications Equipment.  During the Term of this Lease (as it
may be extended), Tenant shall have the right at no additional cost, to use
Tenant’s Pro-rata Share of the roof to install and maintain, on the roof of the
Building and/or the Ivey’s Parking Deck, satellite dishes, television or
communications antennas or facilities, related receiving or transmitting
equipment, related cable connections and any and all other related equipment
(collectively, “Communications Equipment”) required in connection with Tenant's
communications and data transmission network.  Landlord agrees that
Tenant shall have the right to continue to operate and maintain any existing
Communications Equipment of Tenant currently in place on or about the Project
and that such Communications Equipment shall be deemed consented to by
Landlord.  Tenant shall have the right to add additional
Communications Equipment, not to exceed Tenant’s Pro-rata Share of the roof, in
locations mutually acceptable to both Landlord and Tenant.  Tenant may
also use the Building's risers, conduits and towers, subject to reasonable space
limitations and Landlord's requirements for use of such areas, for purposes of
installing cabling from the Communications Equipment to the Premises in the
interior of the Building. Tenant may license, assign or sublet without
Landlord’s consent the right to use any of such Communications Equipment or roof
space, whether or not in conjunction with any sublease or assignment regarding
the Premises.


43





36.2         Right of
Use.  Landlord shall have the right to use the remainder of the
roof for any purpose including permitting other tenants in the Building to lease
space on the roof provided that (i) Tenant continues to have reasonable access
to the Communications Equipment, and (ii) any other equipment installed on the
roof pursuant to leases or other agreements entered into after the Commencement
Date of this Lease will not block the ability of the Communications Equipment to
receive signals.  Tenant further agrees to install, maintain and use
any additional Communications Equipment after the Commencement Date of this
Lease in a manner which will not interfere with other antennas or other rooftop
telecommunications equipment present on the roof after the Commencement Date or
otherwise operated pursuant to leases or agreements entered into prior to the
Commencement Date hereof.





36.3         Rooftop
HVAC.  Landlord agrees that Tenant shall have the right to
continue to operate and maintain any existing HVAC equipment and all related
equipment of Tenant currently in place on the roof of the Building in order to
accommodate Tenant’s excess HVAC requirements (collectively, “HVAC
Unit”).





36.4         Installation, Maintenance,
Operation and Removal of Communications Equipment and HVAC
Unit.  Tenant shall install and maintain the Communications
Equipment and HVAC Unit at its expense.  Tenant shall have access to
the Communications Equipment and HVAC Unit at all times, subject to any
reasonable restrictions of Landlord.  Any installation and maintenance
of Communications Equipment and HVAC Unit shall be completed in a workmanlike
manner and in accordance with all  Applicable Laws.  Tenant
shall be permitted to alter its Communications Equipment and HVAC Unit in
connection with technological upgrades from time to time.  Tenant
shall pay for any and all costs and expenses in connection with the
installation, maintenance, use and removal of the Communications Equipment and
the HVAC Unit, including without limitation any and all costs related to
ensuring that Landlord's roof warranties for the Building are not terminated,
negated in any way by any of such installations or by Tenant's applicable repair
and maintenance of such facilities, but in no event shall Tenant be obligated to
pay Landlord any rental or license fees for any area(s) on which the
Communications Equipment and the HVAC Unit shall be
located.  Furthermore, Tenant shall, at its sole and absolute
discretion when it deems it as necessary or appropriate to do so, repair and
maintain the Communications Equipment and the HVAC Unit.  No portion
of the roof space shall be included in or designated as rentable
area.





ARTICLE 37 - SECURITY
DEPOSIT





Tenant in recognition of its financial
standing and reputation, shall not be obligated to provide a security
deposit.





ARTICLE 38 -
MISCELLANEOUS





38.1         Authorization to Sign
Lease.  If Tenant or Landlord is a corporation, each individual
executing this Lease on behalf of such party represents and warrants that he/she
is duly authorized to execute and deliver this Lease on behalf of such
party.  If such party is a partnership or trust, each individual
executing this Lease on behalf of such party represents and warrants that he/she
is duly authorized to execute and deliver this Lease on behalf of such party in
accordance with the terms of such entity's partnership agreement or trust
agreement, respectively.


44





38.2         Entire
Agreement.  It is understood and acknowledged that there are no
oral agreements between the parties hereto affecting this Lease and this Lease
supersedes and cancels any and all previous negotiations, arrangements,
brochures, agreements and understandings, if any, between the parties hereto or
displayed by Landlord to Tenant with respect to the subject matter thereof, and
none thereof shall be used to interpret or construe this Lease.  This
Lease, and the exhibits and schedules attached hereto, contain all of the terms,
covenants, conditions, warranties and agreements of the parties relating in any
manner to the rental, use and occupancy of the Premises and shall be considered
to be the only agreements between the parties hereto and their representatives
and agents.  None of the terms, covenants, conditions or provisions of
this Lease can be modified, deleted or added to except in writing signed by the
parties hereto.  All negotiations and oral agreements acceptable to
both parties have been merged into and are included herein.  There are
no other representations or warranties between the parties, and all reliance
with respect to representations is based totally upon the representations and
agreements contained in this Lease.





38.3         Severability.  The
illegality, invalidity or unenforceability of any term, condition, or provision
of this Lease shall in no way impair or invalidate any other term, provision or
condition of this Lease, and all such other terms, provisions and conditions
shall remain in full force and effect.





38.4         Gender and
Headings.  The words “Landlord” and “Tenant” as used herein
shall include the plural as well as the singular and, when appropriate, shall
refer to action taken by or on behalf of Landlord or Tenant by their respective
employees, agents, or authorized representatives.  Words in masculine
gender include the feminine and neuter. If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and
several.  The section and article headings of this Lease are not a
part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.  Subject to the provisions of
Articles 12 and 26, and except as otherwise provided to the contrary in this
Lease, the terms, conditions and agreements of this Lease shall apply to and
bind the heirs, successors, legal representatives and permitted assigns of the
parties hereto.  This Lease shall be governed by and construed
pursuant to the laws of the State of North Carolina.





38.5         Exhibits.  Exhibits
“A,” “B,” “C,” “D,” “E,” “F,” “G,” “H,” “I,” “J,” “K,” “L,” and “M” attached to
this Lease, are hereby incorporated by this reference and made a part of this
Lease.





38.6         UPS
Generator.  Landlord agrees that Tenant shall have the right to
continue to operate and maintain Tenant’s UPS generator (including any related
equipment) currently located in the Building and shall have free access thereto
at all times.





38.7         Quiet
Enjoyment.  Landlord covenants and agrees that Tenant, upon
making all of Tenant's payments as and when due under this Lease, and upon
performing, observing and keeping the covenants, agreements and conditions of
this Lease on its part to be kept, shall peaceably and quietly hold, occupy and
enjoy the Premises during the Term of this Lease without hindrance or
molestation from Landlord subject to the terms and provisions of this
Lease.





38.8         No
Recordation.  Landlord and Tenant agree that in no event and
under no circumstances shall this Lease be recorded by Tenant, but at Tenant’s
election, the Memorandum of Lease attached hereto as Exhibit M may be
recorded, and Tenant shall also have the right to grant to its subtenants or
assignees the right to record a Memorandum referencing such sublease or
assignment.


45





38.9         Cumulative
Remedies.  No remedy or election provided, allowed or given by
any provision of this Lease shall be deemed exclusive unless so indicated, but
shall, whenever possible, be cumulative with all other remedies in law or
equity.





38.10       Brokers.  Landlord
and Tenant hereby indemnify and hold each other harmless against any loss,
claim, expense or liability with respect to any commissions or brokerage fees
claimed on account of the execution and/or renewal of this Lease due to any
action of the indemnifying party. Landlord hereby agrees to pay any commissions
owed to Broker in accordance with a separate written agreement between Landlord
and Broker; provided, however, that Broker's right to such commissions shall
vest only upon full execution of this Lease by both parties.  No
commission shall be due if, for any reason, this Lease transaction contemplated
hereunder is not consummated.





38.11       Hazardous
Materials.  Tenant and Landlord shall each comply with all
Applicable Laws relating to industrial hygiene and environmental conditions on,
under or about the Building including, but not limited to, soil and ground water
conditions.  Without limiting the generality of the foregoing, Tenant
and Landlord shall not transport, use, store, maintain, generate, manufacture,
handle, dispose, release or discharge any “Hazardous Material” (as defined and
interpreted in the Applicable Laws in effect as of the date of this Lease) upon
or about the Building, nor permit their respective employees, agents, invitees
or contractors to engage in such activities upon or about the
Building.  However, the foregoing provisions shall not prohibit the
transportation to and from, and the use, storage, maintenance and handling
within, the Premises by Tenant of substances customarily used in connection with
normal office use provided:  (a) such substances shall be used and
maintained only in such quantities as are reasonably necessary for the permitted
use of the Premises  and strictly in accordance with Applicable Laws
and the manufacturer's instructions therefore, (b) such substances shall not be
disposed of, released or discharged on the Building, and shall be transported to
and from the Premises in compliance with all Applicable Laws, and as Landlord
shall reasonably require, (c) if any Applicable Law or Landlord's trash removal
contractor requires that any such substances be disposed of separately from
ordinary trash, Tenant shall make arrangements at Tenant's expense for such
disposal directly with a qualified and licensed disposal company at a lawful
disposal site (subject to scheduling and approval by Landlord), and shall ensure
that disposal occurs frequently enough to prevent unnecessary storage of such
substances in the Premises, and (d)any remaining such substances shall be
completely, properly and lawfully removed from the Building upon expiration or
earlier termination of this Lease.





38.12       Concierge.  Landlord
agrees to maintain concierge services for the benefit of all tenants in the
Building, comparable to concierge services provided in other first class
building in Uptown Charlotte.   Landlord’s cost for such services
shall be included in operating expenses for the Building and Tenant shall pay
Tenant’s Pro-rata Share thereof as part of High-Rise Operating Expenses,
Low-Rise Operating Expenses or Revised Operating Expenses, as
applicable.





38.13       Consent/Duty to Act
Reasonably.  Except for any references to the terms “sole” or
“absolute”, any time the consent of Landlord or Tenant is required, such consent
shall not be unreasonably withheld, conditioned or delayed.  Whenever
this Lease grants Landlord or Tenant the right to take action, exercise
discretion, establish rules and regulations or make allocations or other
determinations (other than decisions to exercise expansion, contraction,
cancellation, termination or renewal options), Landlord and Tenant shall act
reasonably and in good faith and take no action which might result in the
frustration of the reasonable expectations of a sophisticated tenant or landlord
concerning the benefits to be enjoyed under this Lease.





38.14       Tenant’s Right to Purchase
the Building.  During the initial Term of this Lease, Tenant
shall have a right to purchase the Building in accordance with the terms and
conditions set forth in Exhibit K attached hereto and incorporated
herein.  During any exercised Renewal Term, Tenant shall have a right
of first refusal to purchase the Building in accordance with the terms and
conditions set forth in Exhibit K attached hereto and incorporated
herein.


46





38.15  Survivability.  The
parties agree that the appropriate provisions of this Lease will be deemed to
survive and continue to remain in effect to the extent necessary to allow
Landlord and/or Tenant to enforce rights accruing prior to, and attributable to
the period of time, prior to the expiration or termination of this
Lease.





38.16  Reserved.





38.17  Covenants and
Agreements.  The failure of Landlord or Tenant to insist in any
instance on the strict keeping, observance or performance of any covenant or
agreement contained in this Lease, or the exercise of any election contained in
this Lease, shall not be construed as a waiver or relinquishment for the future
of such covenant or agreement, but the same shall continue and remain in full
force and effect.





38.18  Interest on Past Due
Obligations.  Except with respect to the late payment of Rent
(which shall be governed by the provisions of Section 3.6), whenever one party
is obligated pursuant to this Lease to make a payment to the other party, if
such payment is not paid when due, then the party who does not make such payment
when due shall pay interest at the Contract Rate to the party on the unpaid
amount from the date such amount was due until the date such amount is
paid.





38.19  When Payment Is
Due.  Whenever in this Lease a payment is required to be made
by one party to the other, but a specific date for payment is not set forth or a
specific number of days within which payment is to be made is not set forth, or
the words “immediately,” “promptly” and/or “on demand,” or the equivalent, are
used to specify when such payment is due, then such payment shall be due thirty
(30) days after the party which is entitled to such payment sends written notice
to the other party demanding payment.





38.20  Reserved.





38.21  Time is of the
Essence.  The time for the performance of all of the covenants,
conditions and agreements of this Lease is of the essence of this
Lease.





IN WITNESS WHEREOF, the parties have
executed this Lease as of the last date set forth below, acknowledged that each
party has carefully read each and every provision of this Lease, that each party
has freely entered into this Lease of its own free will and volition, and that
the terms, conditions and provisions of this Lease are commercially reasonable
as of the date of execution.





TENANT:





BANK OF
AMERICA, NATIONAL ASSOCIATION,


a
national banking association





By:Name:Title:ATTEST:By:


47





Its ____________________
Secretary





[SEAL]





LANDLORD:FIRST
      STATES INVESTORS 104, LLC,a
      Delaware limited liability company [SEAL]By:
                        
                        [SEAL]Name:Title:


48


















































































































EXHIBIT
“B”





OPTIONS TO
EXTEND





1.           Notice and
Exercise.  Provided no default by Tenant shall have occurred
and be continuing under this Lease beyond any applicable cure periods, Tenant is
hereby granted the option to extend the Term of this Lease for four (4)
consecutive, additional terms of five (5) Years each (each, a “Renewal Term”) on
the same terms and conditions (except as provided in this Exhibit) as contained
in the other provisions of this Lease.  Landlord shall provide Tenant
a written reminder notice (“Reminder Notice”) of each upcoming Renewal Term no
earlier than twenty-four (24) months prior to the expiration of the initial
Lease Term or each Renewal Term, as applicable.  Tenant’s renewal
option shall be exercised by delivery of written notice (the “Renewal Notice”)
to Landlord prior to the later to occur of (i) the date that is six (6) months
prior to the scheduled expiration of the initial Term or any Renewal Term, as
applicable; or (ii) the date that is six (6) months after Tenant’s receipt of
the Reminder Notice.





2.           Renewal Term Base
Rent.  The Base Rent for each five (5) Year Renewal Term shall
be the lesser of (i) 95% of the then prevailing Fair Market Value Rental Rate,
as agreed upon by Landlord and Tenant not later than the date which is three (3)
months after Landlord’s receipt of Tenant’s Renewal Notice, or (ii) an amount
equal to 1.25% of the Base Rent in effect for the immediately preceding Lease
Year, rounded to the nearest cent.  For each Year of a Renewal Term
subsequent to the first Year of said Renewal Term, Net Base Rent shall increase
by one and one fourth percent (1.25%) annually in accordance with Section 3.3 of
this Lease.





3.           Determination of Fair Market Value
Rental Rate.  If Landlord and Tenant cannot agree upon the Fair
Market Value Rental Rate by the date which is three (3) months prior to the
commencement of any Renewal Term to which this section is applicable, then
within ten (10) days after that date each party shall appoint and employ, at its
cost, a real estate appraiser (who shall be a member of the American Institute
of Real Estate Appraisers (MAI) with at least ten (10) Years of full-time
commercial appraisal experience in the metropolitan area in which the Building
is located) to appraise and establish the Fair Market Value Rental
Rate.  The two appraisers, thus appointed, shall meet promptly and
attempt to agree upon and designate a third appraiser meeting the qualifications
set forth above within ten (10) days after the last of the two appraisers were
appointed.  If they are unable to agree on the third appraiser, either
of the parties, after giving five (5) days notice to the other, may apply to the
appropriate court of the County in which the Building is located for the
selection of a third appraiser meeting the qualifications stated
above.  Each of the parties shall bear one-half (1/2) of the cost of
the appointment of the third appraiser and the third appraiser’s
fee.  All of the appraisers so selected shall be instructed to
determine value taking into account all of the criteria listed under the
definition of Fair Market Value Rental Rate at the beginning of this
Lease.  Within thirty (30) days after the selection of the third
appraiser, a majority of the appraisers shall agree upon the Fair Market Value
Rental Rate.  If a majority of the appraisers are unable to agree
within the stipulated time, then each appraiser shall render his separate
appraisal within such time, and the three appraisals shall be averaged in order
to establish such rate; provided, however, if the low appraisal and/or the high
appraisal are more than ten percent (10%) lower and/or higher than the middle
appraisal, the low appraisal and/or the high appraisal shall be
disregarded.  If only one appraisal is disregarded, the remaining two
appraisals shall be averaged in order to establish such rate.  If both
the low appraisal and the high appraisal are disregarded, the middle appraisal
shall establish such rate.  After the Fair Market Value Rental Rate
has been established, the appraisers shall immediately notify the parties in
writing, and the Base Rent shall then be determined in accordance with Paragraph
2 above.


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4.           Amendment.  The
leasing of the Premises by Landlord to Tenant during a Renewal Term shall be
upon all terms and conditions set forth in this Lease, except as expressly
modified by this Exhibit.  At either party’s request, the other party
shall execute an amendment to this Lease reflecting the leasing of the Premises
for the Renewal Term in accordance with the foregoing.


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EXHIBIT
“C”





OPTION TO
CONTRACT





During the Term of this Lease,
including any Renewal Terms exercised by Tenant (except that this Option to
Contract shall not be available during the first three (3) Lease Years of the
initial Term or the first two (2) Lease Years of any Renewal Term exercised by
Tenant, as hereinafter provided), Tenant may, at its election, cancel this Lease
as to not more than 104,000 square feet of Rentable Area, which shall be in full
floor increments except where Tenant’s Premises includes only a partial floor
(as set forth below), selected by Tenant in accordance with and as provided in
this Exhibit.  Tenant shall provide Landlord written notice of
cancellation not less than nine (9) months prior to the effective date of such
contraction if less than 42,000 of Rentable Area in any twelve (12) month
period, otherwise not less than eighteen (18) months prior to the effective date
of the cancellation of this Lease, and Tenant shall specify in its cancellation
notice the specific floor or floors of the Premises to which such cancellation
is effective and the effective date of such cancellation, which effective date
shall be the last day of a calendar month on or after the third anniversary of
the Rent Commencement Date.  Such cancellation right must be exercised
only in full floor increments, except that if the cancellation is as to space on
a floor partially leased by Tenant, then Tenant may cancel this Lease as to the
entire area on such floor partially leased by Tenant.  If Tenant first
exercises this right as to a minimum of a full floor, it may thereafter exercise
this right by giving a separate cancellation notice, but such subsequent
exercise must also be as to a full floor(s) of the Premises (except where
Tenant’s Premises includes only a partial floor) and such floor(s) must be
contiguous to a floor as to which the cancellation right was previously
exercised.  Tenant may not exercise its rights under this Exhibit if
an event of default exists beyond applicable notice and cure periods (whether at
the time a cancellation notice is given or on the date the cancellation would be
effective).   Tenant may not exercise its rights under this
Exhibit if the effective date of such cancellation shall occur during the first
three (3) Years of the initial Term or the first two (2) Years of any Renewal
Term.  If Tenant exercises its rights under this Exhibit, then upon
the effective date of the cancellation, the area in question shall be deleted
from this Lease, Tenant shall vacate and surrender such area in question in
accordance with Article 21.1 of this Lease, and the Rentable Area of the
Premises and Rent shall be appropriately adjusted to reflect the new area of the
Premises.  Landlord and Tenant shall execute an amendment to this
Lease reflecting such deletion and adjustment.




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EXHIBIT
“D”





RIGHT OF FIRST OFFER TO
LEASE SPACE





During the Term of this Lease,
including any Renewal Term, if space (the “ROFO Space”) becomes (or will become)
available within the Building, Landlord will offer same to Tenant prior to
offering it to other Building tenants or the market, pursuant to the following
procedures:  On or about January 15 and June 15 of each Lease Year,
Landlord will provide Tenant with a written notice specifying the amount of ROFO
Space that is or is
projected to become available, the date of availability, and the proposed rental
rate, which shall be the lesser of (i) the Fair Market Value Rental Rate or (ii)
the existing Rental Rate under this Lease.  Additionally, if any ROFO
Space becomes available at any other time, Landlord shall promptly provide a
written notice to Tenant.  Upon learning of the availability and the
anticipated delivery date of such ROFO Space, Tenant shall have thirty (30)
calendar days from receipt of Landlord’s written notice, to elect by written
notice to lease all or a portion of such space for the remaining Term of this
Lease (including any Renewal Term if Tenant exercises its option to extend the
Term for a Renewal Term).  Provided, however, that in the event Tenant
elects to lease only a portion of the ROFO Space, Tenant shall state in its
written notice the approximate amount of such ROFO Space that Tenant elects to
lease, whereupon Landlord shall promptly designate the exact location, size and
configuration of the space to be leased by Tenant, provided that such space so
designated by Landlord shall, to the extent possible, be internally contiguous
and contiguous to other space leased by Tenant, shall be of a size which is
reasonably close to the size of the space requested by Tenant, and shall consist
of a commercially reasonable rental configuration (and with the remaining
portion of the ROFO Space not designated by Landlord consisting of a
commercially reasonable rental configuration).  If Tenant shall have
failed within thirty (30) calendar days of the date of receipt of such notice to
notify Landlord of Tenant’s election to lease all or a portion of the ROFO
Space, Landlord shall have the right to offer such ROFO Space to third parties;
provided, however, that the rights of Tenant in such ROFO Space shall never
expire.  If Tenant shall notify Landlord within such time period of
Tenant’s election to lease such ROFO Space, then such ROFO Space (or the
applicable portion thereof) shall be leased to Tenant by Landlord pursuant to
all terms and conditions of this Lease except that:





(a) Tenant
shall have no such right to lease the ROFO Space or any portion thereof if a
default of Tenant is in existence beyond applicable notice and cure
periods;





(b)           Tenant’s
right to lease all or any portion of the ROFO Space shall be subject to (i) any
renewal and expansion rights held by existing tenants of the Building under
executed leases as of August 1, 2004 (which such rights are enumerated on
Exhibit D-1), and (ii) Landlord’s right to renew or extend any lease of space
with the then existing tenant of such space, provided that such renewal or
extension with the then existing tenant of such space is effectuated before
Tenant shall exercise its right under this Exhibit to lease such ROFO
Space;





(c) The Base
Rent for the ROFO Space leased by Tenant shall be as set forth in Paragraph 1
hereof.


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The right
of first offer set forth in this Exhibit D is intended to be a continuing
right.  If Tenant elects not to exercise its rights hereunder with
respect to a particular ROFO Space, and such ROFO Space or a portion thereof
becomes available again at a later date, then Tenant shall again have a right of
first offer with respect to such space in accordance with this Exhibit
D.  If Tenant notifies Landlord of its exercise of this option
pursuant to the provisions of this Exhibit D, Landlord shall make the applicable
ROFO Space available for the commencement of construction of Tenant Improvements
therein (or if demolition of previous tenant improvements is first required, for
the demolition thereof) promptly after Landlord shall recover full and exclusive
possession of the applicable ROFO Space.  All tenant improvements in
all portions of the ROFO Space shall be delivered to and accepted by Tenant in
an “as is” condition and Tenant shall not be entitled to any allowance or
payment from Landlord for the improvement of such ROFO Space.  The
date upon which Monthly Base Rent for the applicable ROFO Space shall commence
shall be the earlier to occur of (i) the date which is one hundred fifty (150)
days after Landlord shall make the applicable ROFO Space available to Tenant, or
(ii) the date that Tenant shall occupy any portion of the applicable ROFO Space
for business purposes.


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Page - 6
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EXHIBIT
“E”





HIGH-RISE OPERATING
EXPENSES





“High-Rise Operating Expenses” shall
mean all costs, expenses, Taxes and disbursements of every kind and nature which
Landlord shall pay or become obligated to pay in connection with the management,
operation, maintenance, replacement and repair of all Building improvements and
land comprising the Project and of the personal property, fixtures, machinery,
equipment, systems and apparatus located in or used in connection
therewith.  High-Rise Operating Expenses shall not include the
following:  costs of improvement of the Premises and the premises of
other tenants of the Building; charges for depreciation of the Building and
improvements comprising the Project; interest and principal payments on
mortgages; ground rental payments; real estate brokerage and leasing
commissions; salaries and other compensation of executive officers of the
Manager senior to the individual Building or Project Manager; any expenditures
for which Landlord has been reimbursed (other than pursuant to proration of
High-Rise Operating Expenses, rent adjustment and escalation provisions provided
in leases); capital improvements to the Project except with respect to the costs
associated with capital improvements installed by Landlord for the purpose of
reducing High-Rise Operating Expenses and then only the annual straight line
amortization of such costs over the useful life thereof.  The
following further reflects the costs and expenses included in, and excluded
from, “High-Rise Operating Expenses”:





A.           The
term “High-Rise Operating Expenses” as defined above, includes, but is not
limited to, the following costs and expenses as they may be incurred by Landlord
in the maintenance, operation and management of the Building:





1.           The
cost of all salaries and wages (including any payments for social security,
unemployment, welfare and other fringe benefits), and associated payroll and
similar taxes and insurance, of persons employed by Landlord as security guards,
janitors, carpenters, painters, laborers, and other maintenance and upkeep
personnel.  The cost of the property manager and its administrative
staff, including salary and related costs and the management fees.





2.           The
cost of all paper products for the break-rooms, materials, supplies, tools, and
equipment (including restroom supplies, fluorescent and incandescent lamps,
filters, cleaning supplies, and maintenance and repair items) purchased or
leased by Landlord.





3.           The
cost of all services furnished by third-parties with respect to the maintenance,
operating, and management of the Building, including, but not limited to,
cleaning, security, audit, legal, and maintenance services (including
electrical, plumbing, mechanical and elevator maintenance).





4.           The
cost of all electricity, water, sewerage, telephone, and other
utilities.





5.           The
cost of all insurance premiums, including all-risk package policy and rental
interruption insurance, maintained with respect to the ownership and operation
of the Building and its contents.





6.           The
cost of all ad valorem and similar taxes and assessments imposed with respect to
the ownership and operation of the Building and that part of the Property
associated with the Building.





7.           The
cost of all permits, fees, and bonds and security deposits.


Page - 7
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8.           The
cost of special projects, such as renovating or replacing equipment, machinery,
fixtures, partitions, floor covering, blinds, doors, hardware, light fixtures,
and other improvements in, or forming a part of, the Building, whether or not
such costs are considered capital expenditures.





B.           The
term “High-Rise Operating Expenses” as defined above, excludes, the following
costs:





1.           All
costs directly and solely attributable to the ownership, operation and
management of the Ivey’s Parking Deck, the Parking Garage, and related driveways
and tunnels for ingress and egress.





2.           All
costs incurred for the repair, maintenance, and replacement of furniture,
fixtures, furnishings, equipment, safes, floor and wall coverings, partitions,
lighting and other property and improvements furnished and paid for by tenants
(including Tenant), which work is not required of Landlord under this Lease or
under similar leases with other tenants.





3.           All
costs incurred in the performance of special work (not required under this Lease
or under similar leases with other tenants) for the sole benefit of tenants
(including Tenant) such as, but not limited to, hauling supplies, constructing
shelves or other improvements, hanging pictures, and moving
furniture.





4.           All
ad valorem taxes imposed upon and attributable to the Ivey’s Parking
Deck.





5.           All
franchise, gross receipts and income taxes.





6.           The
amount of all discounts for prompt payment reasonably available to, but not
taken by, Landlord.





7.           The
reasonably estimated cost of electric power for requirements above normal,
including, but not limited to, electricity for air conditioning and
dehumidification equipment for computer areas, and power equipment for antennae,
to the extent that such cost exceeds the cost of electric power for ordinary
uses of the type described in Exhibit I of this Lease.





8.           The
reasonably estimated cost of electric power, heating, ventilating and
air-conditioning, and other utilities or services attributable to repeated use
of tenant spaces in the Building in excess of 190 working hours per month
(excluding scheduled lunch periods.)





9.           The
cost of special (i.e. above Building standard) cleaning services, utilities
(except chilled water) and garbage removal for any restaurant in the
Building.





10.         The
cost of repairs or other work occasioned by fire, windstorm or other casualty,
the costs of which are reimbursed to Landlord by insurers (or would have been so
reimbursed to Landlord if Landlord had been in full compliance with the
insurance provisions of this Lease) or by governmental authorities in eminent
domain or by others.





11.         Leasing
commissions, broker fees, legal fees, costs and disbursements and other expenses
incurred in connection with negotiations or disputes with tenants, other
occupants, or prospective tenants or other occupants of the
Building.




Page - 8
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12.           Costs
incurred in renovating or otherwise improving or decorating or redecorating
space for tenants or other occupants in the Building or vacant space in the
Building (including without limitation any allowances or inducements made to any
tenants or other occupants).





13.           Costs
of correcting major defects in the construction of the Building (including
latent defects in the Building) or in the Building equipment, except that for
the purposes of this subparagraph, conditions (not occasioned by construction
defects) resulting from general maintenance and repair (including painting of
Common Areas, replacement of carpet in elevator lobbies and the like, even
though capital for accounting purposes) and ordinary wear and tear and use shall
not be deemed defects.





14.           Landlord’s
costs of electricity and other utilities and services furnished to tenants for
which Landlord is entitled to be reimbursed by tenants (whether or not actually
collected by Landlord) as a separate additional charge or rental (other than
through payment of the tenant’s proportionate share of High-Rise Operating
Expenses).





15.           Amortization
(except as set forth above) and depreciation.





16.           Expenses
in connection with services or other benefits of a type which are not Building
standard but which are provided specifically to another tenant or
occupant.





17.           Costs
incurred due to the violation by Landlord or any tenant or other person of the
terms and conditions of any lease or other agreement pertaining to the Building
or of any applicable legal requirement, building code, regulation or law as
existing at the execution of this Lease or incurred due to the Building being in
violation of any such legal requirements, building code, regulation or law or
costs incurred due to acts of any tenant causing an increase in the rate of
insurance on the Building or its contents.





18.           Overhead
and profit increment paid to subsidiaries or affiliates of Landlord or its
partners for services on or to the Building, to the extent that the costs of
such services exceed competitive costs for such services rendered by persons or
entities of similar skill, competence and experience, other than a subsidiary or
affiliate of Landlord or its partners.





19.           Principal
and interest on any debt or rental under any ground or underlying leases or
lease.





20.           The
costs of Landlord’s general overhead and general administrative expenses, which
would not be chargeable to operating expenses of the Building in accordance with
generally accepted cash basis accounting principles, consistently
applied.





21.           Any
compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord (this exclusion does not apply to concierge
services).





22.           Any
cost or expense to the extent Landlord is reimbursed or such cost or expense is
reimbursable by any tenant (including Tenant), insurer or other person (other
than through payment of its proportionate share of High-Rise Operating Expenses)
or for which any tenant (including Tenant) pays third persons.


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23.           Costs
incurred in installing, operating and maintaining any specialty facility such as
broadcasting facilities (other than the Building’s music system and life support
and security system), luncheon club.





24.           Any
expenses relating to any off-site parking facility.





25.           Any
fines or penalties imposed against Landlord.





26.           Any
expenses relating to repairs or replacements of the foundation or other
structural components of the Building.


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EXHIBIT
“F”





LOW-RISE OPERATING
EXPENSES





“Low-Rise Operating Expenses” shall
mean, for any Calendar Year, the sum of (i) all expenses, costs and
disbursements (net of discounts and refunds) of every kind and nature which
Landlord shall pay because of or in connection with the ownership, management,
operation, maintenance and insurance of the Building, grounds and Property on
which it is situated, except the following:  Costs of alterations of
all rentable premises; real estate brokers’ leasing commissions; cost of
Landlord’s management personnel above the Building manager; cost of special
services in excess of Landlord’s services, as hereinafter defined; cost of
services or expenses paid or payable to Landlord from Tenant or other parties by
means other than by virtue of the proration of Low-Rise Operating Expenses;
capital expenditures, except those qualifying for inclusion under (ii) of this
paragraph; and (ii) depreciation, replacement, interest and other debt costs
with r*respect to machinery, equipment, systems, property, facilities or other
capital expenditures approved by Tenant installed in and used in connection with
the Building, grounds and Property after the commencement date of the Low-Rise
Lease, if such installation reduces Low-Rise Operating Expenses; and (iii) real
estate taxes which as used herein shall mean any form of assessment, license
fee, commercial rental tax, levy, penalty, charge or tax (other than inheritance
of estate taxes) imposed by any authority having the direct or indirect power to
tax, including any city, county, state or federal government, or any school,
agricultural, lighting, drainage, floor control or other assessment special
district thereof, as against any legal or equitable interest of Landlord in the
Premises or in the real property of which the Premises and the Building are a
part, as against Landlord’s right to rent or other income therefrom, or as
against Landlord’s business of leasing the Premises, or any tax imposed in
substitution, partially or totally, of any tax previously included in the
definition of “Real Estate Taxes,” and shall include any increases in such
taxes, levies, charges or assessments occasioned by increases in tax rates or
increases in assessed valuations, however occurring.




Page - 11
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EXHIBIT
“G”





REVISED OPERATING
EXPENSES





(I)           Revised Operating
Expenses.   “Revised Operating Expenses” are defined to be
the sum of all costs, expenses, and disbursements, as described below and the
Taxes [as defined in subparagraph (l) below] reasonably incurred by Landlord in
connection with the management, maintenance, operation, administration and
repair of all or any portion of the Project including, but not limited to, the
following, (but subject to the exclusions from Revised Operating Expenses listed
in Sections 4.10 and 10.2 of this Lease):





(a)           All
costs for materials, utilities, goods and services (but excluding all costs for
materials, utilities, goods and services furnished by Landlord which are not
required to be furnished by Landlord, and which have been directly paid for by
Tenant or other tenants (if applicable) to Landlord; and, if Tenant directly and
separately pays Landlord or the provider of such electric power, also excluding
all costs for electrical power other than the cost of the electrical power
required to operate the Common Areas of the Building);





(b)           All
wages and benefits and costs of employees or independent contractors or
employees of independent contractors engaged in the operation, maintenance and
security of the Project, except to the extent excluded pursuant to Paragraph II
below;





(c)           All
expenses for janitorial, maintenance, security and safety services;





(d)           All
repairs to, replacement of, and physical maintenance of the Project, including
the cost of all supplies, uniforms, equipment, tools and materials but excluding
repairs or replacements of a capital nature as defined in Paragraph II
below;





(e)           Any
license, permit and inspection fees required in connection with the operation of
the Project except for the costs of building permits, certificates of occupancy
or similar fees incurred prior to completion of the Project;





(f)           Any
accounting fees for accounting provided for the operation and maintenance of the
Project except for the cost of audits or Independent Determination conducted in
accordance with Section 4.7 of this Lease;





(g)           Any
legal fees, costs and disbursements as would normally be incurred in connection
with the operation, maintenance and repair of the Project;





(h)           All
reasonable fees for management services provided by a management company under
contract to Landlord or an agent of Landlord, not to exceed the management fees
which are normally and customarily charged by Landlords of first class buildings
in the Charlotte, North Carolina market area;





(i)         
  The annual amortization (amortized over the useful life) of costs,
including actual debt financing costs, if any, incurred by Landlord for any
capital improvements installed or paid for by Landlord and required by any new
Applicable Laws which are enacted (or interpreted in such a manner as to be
deemed either new or a change) after the Rent Commencement
Date;


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(j)       
    The annual amortization (amortized over the useful life)
of costs, including actual debt financing costs, if any, of any equipment,
device or capital improvement purchased or incurred as a labor-saving measure or
to affect other economies in the operation or maintenance of the Project
(provided the annual amortized cost does not exceed the actual cost savings
realized and such savings do not accrue primarily to the benefit of any
particular tenant);





(k)           All
insurance premiums and other charges (including the amount of any deductible
payable by Landlord with respect to damage or destruction to all or any portion
of the Project) incurred by Landlord with respect to insuring the Project
including, without limitation, the following to the extent carried by
Landlord:  (i) fire and extended coverage insurance, windstorm, hail,
and explosion; (ii) riot attending a strike, civil commotion, aircraft, vehicle
and smoke insurance; (iii) public liability, bodily injury and property damage
insurance; (iv) elevator insurance; (v) workers' compensation insurance for the
employees specified in subparagraph (b) above; (vi) boiler and machinery
insurance, sprinkler leakage, water damage, property, burglary, fidelity and
pilferage insurance on equipment and materials; (vii) rental income/loss
insurance; and (viii) such other insurance as is customarily carried by
operators of first class buildings in the Charlotte, North Carolina market area
as the Project;





(l)        
   Subject to Tenant’s right to contest taxes or assessments, as
set forth in Section 4.8 of this Lease, all actual taxes, assessments, levies,
charges, water and sewer charges, and other similar or comparable governmental
charges (collectively “Taxes”) levied or assessed on, imposed upon or
attributable to the Calendar Year in question (i) to the Project, and/or (ii) to
the operation of the Project, including but not limited to Taxes against the
Project, personal property taxes or assessments levied or assessed against the
Project, together with any costs incurred by Landlord, including reasonable
attorneys' fees, in contesting any such Taxes but excluding any tax measured by
gross rentals received from the Project, any net income, franchise, capital
stock, succession, transfer, gift, estate or inheritance taxes imposed by the
State of North Carolina or the United States or by their respective agencies,
branches or departments, and any taxes assessed directly against or by reason of
any users of the Project and/or any portion thereof (other than Tenant);
provided that, if at any time during the Term there shall be levied, assessed or
imposed on Landlord or the Project (or any portion thereof) by any governmental
entity, any general or special, ad valorem or specific excised capital levy or
other Taxes on the payments received by Landlord under this Lease or other
leases affecting the Project and/or any license fee, excise or franchise Taxes
measured by or based, in whole or in part, upon such payments, and/or transfer,
transaction, or Taxes based directly or indirectly upon the transaction
represented by this Lease or other leases affecting the Project, and/or any
occupancy, use, per capita or other Taxes, based directly or indirectly upon the
use or occupancy of the Project or any portion thereof, then all such Taxes
shall be deemed to be included within the definition of the term
Taxes;





(m)          Minor
capital improvements, tools or expenditures to the extent each such improvement
or acquisition costs less than Three Thousand Dollars ($3,000.00) and the total
cost of same are not in excess of Ten Thousand Dollars ($10,000) in any twelve
(12) consecutive month period; and


Page - 13
-





(n) All
additional expenses (the “Variable Operating Costs”) which Landlord reasonably
determines Landlord would have incurred had the Building been ninety-five
percent (95%) leased and occupied with all tenant improvements constructed, and
without regard to any abatements, curtailments or reductions in any form of rent
allowed under any lease of any portion of the Building, for purposes of
determining operating expenses or fees related to Building management; provided,
however, that (i) Variable Operating Costs shall specifically include, but shall
not be limited to, Landlord's direct costs in supplying gas, electricity,
heating, ventilating, air conditioning, water, and any other utilities, waste
disposal, supervision and janitorial services to the Building, all of which vary
based upon occupancy; (ii) no adjustment under this subparagraph o. shall result
in profit to Landlord and no cost allocable to construction of any portion of
the Common Areas and construction of any portion of the Building shall be
included in determining Variable Operating Costs; and (iii) such costs shall
specifically include all costs which Landlord would have incurred but for the
existence of warranties on any portion of the Project, including, without
limitation, any equipment or machinery used therein.





II.           Exclusions from Revised
Operating Expenses.  Revised Operating Expenses shall not
include the following:





1.           Expenses
for capital improvements made to the Building and/or the Property other than
capital improvements intended to reduce the energy consumption or other
operating expenses of the Building and/or the Property, and then such amounts
may be included only to the extent of actual operating expense
savings.





2.           Alterations
attributable solely to tenants of the Building and/or the Property (including
Tenant) and costs of constructing leasehold improvements to rentable areas of
the Building, whether for Tenant or any other tenant.





3.           Interest
and any increase in the rate of interest payable by Landlord with respect to any
debts secured by a deed of trust or mortgage on the Building and/or the Property
and amortization or other payments or charges on loans to Landlord, whether
loans secured by a deed of trust, mortgage, or otherwise on the Building and/or
the Property.





4.           Depreciation
of the Building or any improvements on the Property under or pertaining to the
Building except as otherwise provided in this Exhibit.





5.           Legal,
auditing, consulting and professional fees, (other than those legal, auditing,
consulting and professional fees necessarily incurred in connection with the
normal and routine maintenance and operation of the Building and/or the
Property) paid or incurred in connection with negotiations for leases,
financings, refinancings, sales, acquisitions, obtaining of permits or
approvals, zoning proceedings or actions, environmental permits or actions,
lawsuits, further development of the Property or any extraordinary transactions,
occurrences or events.





6.           Income,
excess profits or franchise taxes or other such taxes imposed on or measured by
the income of Landlord from the operation of the Building and/or the
Property.





7.           The
cost incurred in performing work or furnishing services for individual tenants
which work or services are in excess of work and services required to be
provided to Tenant under this Lease.





8.           Expenses
incurred in leasing or procuring new tenants including advertising and leasing
fees, commissions or brokerage commissions of any kind, including without
limitation, signing bonuses, moving expenses, assumption of rent under existing
leases and other concessions or inducements, marketing expenses and expenses for
preparation of leases or renovating space for new tenants and build out
allowances.


Page - 14
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9.           The
amount of rent or other charges payable under and pursuant to any ground lease
or superior lease pertaining to the Property on which the Building is located,
and/or the Building.





10.         Wages,
costs and salaries associated with home office, off-site employees of Landlord
other than professional services provided by such employees which would
otherwise be provided by outside professionals, but only to the extent such
services are included at reasonable market rates.





11.         The
cost of installing, operating and maintaining any specialty service, such as,
but not limited to, an observatory, broadcasting facility, luncheon club,
cafeteria, retail store, sundry shop, newsstand, concession, athletic or
recreational club, fitness room, day care center or shuttle service; but
excluding from such costs the normal costs attributable to providing Building
services, such as, lighting and HVAC specifically for a cafeteria, sundry shop
and fitness room.





12.         The
cost of correcting defects in Base Building construction for the Building
including noncompliance with governmental codes and laws, and repairs or
replacements caused by Landlord’s negligence or the negligence of its agents,
employees or contractors.





13.         Insurance
premiums to the extent any tenant causes Landlord’s existing insurance premiums
to increase or require Landlord to purchase additional insurance.





14.         Any
advertising, promotional or marketing expenses for the Building.





15.         Any
cost representing an amount paid to any entity related to Landlord which is in
excess of the amount which would have been paid in the absence of such
relationship.





16.         Payments
for rented equipment, the cost of which equipment would constitute a capital
expenditure if the equipment were purchased.





17.         Costs
incurred due to violation by Landlord or any tenant of the Building of the terms
of any lease or condition, covenant or restriction affecting the Property and/or
the Building, or any laws, rules regulations or ordinances applicable to the
Property, and/or the Building.





18.         Costs
of repairs, replacements or other work occasioned by the exercise by
governmental authorities of the right of eminent domain, any costs due to
casualty (whether insured or not) and any expenses for repair or replacements
covered by warranties or guarantees.





19.         Services,
costs, items and benefits for which Tenant or any other tenant or occupant of
the Building or third person (including insurers) specifically reimburses
Landlord or for which Tenant or any other tenant or occupant of the Building
pays third persons.





20.         Penalties
and interest for late payment of, including, without limitation, taxes,
insurance, equipment leases and other past due amounts.





21.         Contributions
to operating expense reserves.


Page - 15
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22.           Contributions
to charitable organizations.





23.           Costs
incurred in removing the property of former tenants or other occupants of the
Building.





24.           Salaries
or other compensation paid to executive employees above the grade of Building
manager (including, without limitation, profit sharing, bonuses and 401(k)
savings plans).





25.           Costs
of selling, syndicating, financing, mortgaging or hypothecating any of
Landlord’s interest in the Building.





26.           The
cost of any disputes including, without limitation, legal fees, between
Landlord, any employee or agency of Landlord, or any mortgagees or ground
lessors of Landlord.





27.           Any
expenses incurred by Landlord for use of any public portions of the Building
including, but not limited to, shows, promotions, kiosks, and advertising,
beyond the normal expenses attributable to providing Building services, such as
lighting and HVAC to such public portions of the Building.





28.           Real
estate taxes or special assessments on the Building.





29.           Any
cost of acquiring, installing, moving, insuring or restoring objects of
art.





30.           The
initial cost of tools and equipment used in the operation of the
Building.





31.           The
costs of any electric current or utilities for the Building beyond those
specified for Common Areas of the Building.





32.           Costs
of repairs, replacements, alterations or improvements necessary to make the
Building or Property comply with applicable past, present or future laws, such
as, without limitation, sprinkler installation or requirements under the
ADA.





33.           Costs
of testing (except for routine water tests), containing, removing or abating or
any costs otherwise caused by any hazardous, toxic or biologically undesirable
wastes, materials, conditions and/or substances including, without limitation,
asbestos and asbestos containing materials and mold in, on, beneath or from the
Building and/or the Property.





34.           Costs
of operating, maintaining, repairing, cleaning and protecting any other building
on the Property other than the Building.





35.           Costs
of constructing additions to the Building or new buildings on the Property, or
otherwise further developing the Property.





36.           All
other items which under generally accepted accounting principles as consistently
applied in the real estate industry for first-class office buildings are
properly classified as capital expenditures except, however, as specifically
excluded by this Lease.


Page - 16
-





37.           If
any operating expenses are incurred because of a change of policy or practice in
operating the Building that causes an increase in operating expenses for the
Building over the (operations expense stop/base Year operations expenses)
(“changed expenses”), such changed expenses shall be included as operating
expenses only if the change in policy or practice would have been made by a
reasonably prudent operator of comparable first class office buildings in the
vicinity where the Building is located.  These changed expenses shall
be included as operating expenses to the extent of the increase in cost over the
reasonably estimated costs that would have been included in the operating
expense (stop/for the operating expense base Year) had the policy or practice
been in effect (when the stop was calculated/during the entire operation
expenses base Year).


All
operating expenses for the Building shall be reduced by the amount (net of
collection costs) of any insurance reimbursement, discount or allowance received
by Landlord in connection with such costs.





38.           The
annual amortization (amortized over the useful life) of costs (including actual
debt financing costs) of items considered capital repairs and capital
replacement under generally accepted accounting principles consistently applied
which are repairs or replacements of items subsequently added pursuant to (I)(i)
or (I)(j) above in the Building, amortized over the useful life.  The
annual amortization of costs shall be determined by dividing the original cost
of such capital expenditure by the number of Years of useful life of the capital
item acquired.





39.           Any
costs associated with the operation, maintenance, repair or replacement of the
Parking Garage and Ivey’s Parking Deck, including real estate
taxes.





III.          Controllable
Expenses.  For each Calendar Year, the Controllable Expenses
component of Revised Operating Expenses shall not increase by more than three
percent (3%) in the aggregate over the Controllable Expenses component of
Revised Operating Expenses for the previous Calendar Year, compounded annually,
through the Year of adjustment.  Provided, however, that if
Controllable Expenses increase less than three percent (3%) in the aggregate
over the Controllable Expenses component of Revised Operating Expenses for the
previous Calendar Year, Landlord shall be permitted to carry over the difference
between such actual increase in Controllable Expenses and three percent (3%) in
any Year that Controllable Expenses increase more than three (3%)
percent.




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EXHIBIT
“I”





STANDARDS FOR UTILITIES AND
SERVICES





1.           Utilities.  Hot and
cold water to the restrooms on each floor in the Premises; cold water (with cold
water risers provided by Landlord to the designated portions of the core of each
floor of the Premises) and central heat, ventilation and air conditioning
(“HVAC”) in season twenty-four (24) hours a day, seven (7) days a
week.  Landlord shall provide to the Premises, the cost (without
Landlord's profit or mark-up) of which shall be included in High-Rise, Low-Rise
and/or Revised Operating Expenses, central HVAC in season at such temperatures
and in such amounts as are reasonably required by Tenant or as may be permitted,
controlled or regulated by Applicable Laws, ordinances, rules and regulations;
provided that Landlord agrees to cause the HVAC system which services the
Premises to be designed, installed and maintained in a manner which shall
maximize its efficiency and shall maintain the temperature of the Premises
within the following range of temperatures, subject to unusual heat loads caused
by Tenant's extraordinary use of the Premises or alteration of the Premises made
contrary to the provisions of this Lease:





Summer:
                93 De.  F. DB-74 De. F.W.B
                - OUTSIDE75 De.  F. DB-50% RH
                - INSIDEWinter:
                22 De.  F. DB
                - OUTSIDE72
      De.  F. DB-50% RH.
                -
      INSIDE





Shell
HVAC internal heat loads shall be based upon two (2) watts per rentable square
foot (RSF) for lighting, two (2) watts per square foot for power and one (1)
person per one hundred and fifty (150) RSF.





At
Tenant's cost, Tenant may tap condenser or chilled water supply lines for
supplemental HVAC services to Tenant's word processing and computer room units
subject to availability.





2.           Janitorial
services.  Landlord shall provide janitorial service on the
evening before each weekday except for Holidays in accordance with the general
cleaning specifications attached hereto as Exhibit I-1.  Such service
shall equal or exceed the janitorial services provided to tenants in comparable
first class buildings in the Charlotte, North Carolina market
area.  If Tenant requests special or additional attention other than
routine janitorial service (which shall include periodic carpet cleaning and
waxing of floors, as appropriate, among such routine services), Tenant shall pay
the extra cleaning cost as additional Rent.





3.           Electrical
Facilities.  Electrical facilities shall provide electrical
capacity up to seven (7) watts for each square foot of Rentable Area in the
Premises (five (5) at 208/120 volts single phase and two (2) watts at 277
volts), determined on a connected load in accordance with the National Electric
Code 1993 (“Standard Building Capacity”).  For the purposes of
computing Tenant's access to electrical capacity, Tenant shall continuously have
the right to demand, and simultaneously use, twenty-four (24) hours per day,
every day of the Year, electrical facilities which provide electrical power of
seven (7) watts per square foot of Rentable Area, all costs of providing
electrical capacity to the Premises in excess of seven (7) watts per square foot
of Rentable Area to be borne by Tenant.  Tenant's use of electricity
shall not, without Landlord's prior written consent, exceed in times and
duration of consumption an overall load of seven (7) watts per square foot of
Rentable Area in the Premises.  Tenant's usage initially will be
determined by a survey by Landlord of Tenant's final construction
documents.  Tenant shall notify Landlord in writing of any equipment
in the Premises that has a rated electrical load greater than five hundred (500)
watts and/or that requires a service voltage other than one hundred twenty (120)
volts, and Landlord's written approval (which shall not be unreasonably or
arbitrarily withheld, conditioned or delayed) shall be required with respect to
the installation of any such high electrical consumption equipment in the
Premises.


Page - 24
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4.           Electrical
Supplies.  Landlord shall supply all lamps, bulbs, starters and
ballasts for all light fixtures in Common Areas and lamps, bulbs, starters and
ballasts for Building standard light fixtures in the Premises and replacement
bulbs for Building standard fixtures or Tenant's light fixtures in the Premises
that can accommodate Building standard bulbs (including, without limitation,
those Building standard 2' x 4' fluorescent light fixtures which are supplied by
Tenant in addition to those supplied by Landlord).  Landlord
acknowledges that upon installation of the three lamp fixtures as set forth in
Section 10.2, said fixtures shall be considered Building standard fixtures for
which Landlord shall be required to supply initial and replacement bulbs and/or
ballasts.  As used herein, Building standard lights fixtures shall
include any ceiling mounted recessed light fixture and emergency exit
signs.





5.           Supervision.  Landlord
shall supply appropriate levels of supervision for the Building, Parking Garage
and Ivey’s Parking Deck in compliance with Tenant’s security standards and
procedures.  Tenant, its employees, visitors and guests shall have
access to the Building, Parking Garage and Ivey’s Parking Deck at all times,
subject to the supervision specifications and any rules and regulations which
Landlord may from time to time and subject to Tenant’s consent, promulgate, and
as the same may be amended from time to time with Tenant's consent, which
consent shall not be unreasonably or arbitrarily withheld, conditioned or
delayed.  Access to the Project and the Premises shall be regulated in
such form as Landlord deems appropriate; provided, however, that Tenant, its
employees, invitees and guests shall have access to the Premises twenty-four
(24) hours a day, seven (7) days a week.  Provided Landlord has
secured and maintained appropriate insurance as required by the next sentence,
and to the extent Tenant is covered hereunder, Landlord shall not be liable for
losses due to theft or burglary, damages done by unauthorized persons, or
injuries to persons or damages to property as a result of any failure to supply
supervision services.  Landlord shall be required to insure against
such damages, losses or injuries only to the extent the same are directly
attributable to Landlord, its agents or employees.  Tenant shall
cooperate fully in Landlord's efforts to maintain supervision in the Project,
the Premises, Parking Garage and Ivey’s Parking Deck, and shall follow all rules
and regulations established in accordance with this paragraph.





6.           Common Area
Maintenance.  Landlord shall provide routine maintenance,
painting and electric lighting service for all public areas in the manner and to
the extent necessary to be consistent with the operation of a first class
office/retail Project.





7.           Elevator
Service.  Landlord shall provide elevator service twenty-four
(24) hours per day, seven (7) days per week (except during periods of routine
service and repairs, power failures, and emergencies) and freight elevator
access as reasonably required by Tenant.





8.           Communications.  Landlord
shall, at its expense, install telephone cables and, if available, television
cable service in the central core of the Building providing service to each
floor of the Building.  Tenant shall be solely responsible for
arranging and paying for telephone and television cable services to the
Premises.





9.           Mail Room
Services.  Landlord shall provide mail room services by
accommodation of the United States Postal Services at a designated area in the
loading dock level of the Building.


Page - 25
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10.         Interruption of
Services.  Landlord reserves the right to interrupt any
services when, in Landlord's reasonable judgment, such interruption is necessary
by reason of accident or emergency or for repairs, alterations, replacements or
improvements.  Except in the case of an emergency, Landlord will
notify Tenant in advance, of any interruption and its estimated
duration.  Landlord will undertake repairs with reasonable diligence
to restore such service as promptly as reasonably possible and will conduct
ordinary repairs in a manner and at times so as not to unduly interfere with or
impair Tenant's use and enjoyment of the Premises.  Notwithstanding
anything to the contrary in this Lease, for any such interruption or
interruptions of essential services which renders the Premises or a material
portion thereof unusable for more than three (3) consecutive days, Landlord
shall abate Tenant's Rent effective the date of initial interruption of such
services, until such services are restored.  In the event that
Landlord has not commenced repairs necessary to restore such services within
fifteen (15) days after the date of initial interruption, then, notwithstanding
anything to the contrary in this Lease, Tenant, at its option but after giving
written notice to Landlord of Tenant's intent to exercise either of the
following rights, shall have the right to (i) make repairs necessary to restore
such services and the reasonable and actual costs incurred by Tenant in
restoring such services may be deducted by Tenant from Base Rent, or (ii) cancel
this Lease and upon such cancellation neither party shall have any further
liability to the other hereunder.  Notwithstanding anything to the
contrary in this Lease, if Landlord commences repairs necessary to restore such
services within fifteen (15) days after the date of initial interruption and
thereafter diligently pursues completion thereof but is unable to restore such
services within forty-five (45) days after the initial interruption thereof,
Tenant shall be entitled to immediately cancel this Lease, and upon such
cancellation neither party shall have any further liability to the other
hereunder accruing after the effective date of termination.





11.         Level of Services; Tenant
Satisfaction.Tenant shall at all times be designated a third
party beneficiary to Landlord’s property management agreement(s) for the
Project.  If, at any time, Tenant becomes dissatisfied with the level
of Services being provided by Landlord and/or Landlord’s property manager,
Tenant may elect to perform such Services or a portion thereof itself, and if
Tenant makes such election in accordance with the provisions of this paragraph,
then such services shall no longer be a High-Rise, Low-Rise and/or Revised
Operating Expense passed through to Tenant.  Prior to electing to
provide the Services itself, Tenant shall first provide Landlord with thirty
(30) days advance written notice, setting forth in reasonable detail the
Tenant’s reason(s) for such dissatisfaction.  If Landlord fails to
remedy the problem(s) within thirty (30) days after receipt of Tenant’s notice,
Tenant shall send Landlord a second written notice setting forth in reasonable
detail the reason(s) for Tenant’s continued dissatisfaction.  If
Tenant’s second notice also contains a statement that Tenant elects to perform
such Services or portion thereof itself, then upon the expiration of fifteen
(15) days from Landlord’s receipt of Tenant’s second notice, Tenant may begin
providing the Services or unsatisfactory portion thereof at Tenant’s expense,
and Landlord shall cease to perform such Services and shall cease to charge
Tenant the cost thereof as High-Rise, Low-Rise and/or Revised Operating
Expenses.  Landlord agrees to participate, assist and cooperate with
Tenant, from time to time, in Tenant’s quarterly and annual quality surveys,
including, but not limited to, distributing the surveys and tabulating responses
thereto.


Page - 26
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EXHIBIT
“I-1”





GENERAL CLEANING
SPECIFICATIONS





Note:    
In areas of the Premises designated by Tenant in written notice to Landlord as
twenty-four (24) hour operations, items noted herein as "daily" or "nightly"
shall be performed at the end of each eight (8) hour shift, or three (3) times
per twenty-four hour period.





A.
            OFFICE
      AREAS





1.
            Empty
      and clean all ash trays.





2.
            Vacuum
      carpeted areas in lobbies, corridors and high traffic areas
      nightly.  Vacuum all offices, conference rooms and other areas
      weekly.  Edge vacuum as
needed.





3.
            Dust
      all office furniture within easy hand's reach
      nightly.  Arrangements can be made to perform detailed and more
      extensive dusting on a periodic
basis.





4.
            Damp
      wipe and polish all glass furniture tops
  nightly.





5.
            Spot
      clean all finger marks and smudges from doors, light switch areas, private
      entrance glass and partitions
nightly.





6.
            Clean
      all water coolers nightly.





7.
            Sweep
      all stairways weekly, dust handrails and vacuum if
      carpeted.  Mop hard surface stairwells
  monthly.





8.
            Sweep
      and mop all break areas nightly.





9.
            Damp
      dust all vinyl covered furniture and vacuum or brush all upholstered
      furniture as needed.





10.
            Dust
      doors and frames monthly.





11.
            Sweep
      all file, copier, and computer rooms nightly.  Spot mop as
      needed.  Wet mop entirely at least one time a
    week.





B.
            RESTROOMS





1.
            Mop
      and rinse floors nightly using
disinfectant.





2.
            Scrub
      floors as necessary.





3.
            Clean
      all mirrors, bright work, stainless and other horizontal surfaces
      nightly.





4.
            Wash
      and disinfect all sinks, urinals, and commodes nightly.  Clean
      underside of rims on urinals and
bowls.





5.
            Wipe
      toilet seats with disinfectant
nightly.


Page - 27
-


6.
            Spot
      clean partitions, tiles and other walls around dispensers and receptacles
      as needed.





7.
            Empty
      and disinfect all receptacles and sanitary dispensers
    nightly.





8.
            Fill
      toilet tissue, soap and towel dispensers
  nightly.





9.
            Wash
      all walls, partitions and tile areas
monthly.





10.
            Vacuum
      louvers, and ventilating grills as
needed.





C.
            HARD
      SURFACED FLOORS





1.
            Sweep
      and dust mop and wet mop all hard surfaced floors
  nightly.





2
            Scrub
      and spray buff all VCT and vinyl in office areas
  weekly.





3.
            Strip
      and wax all VCT and vinyl in office areas
  annually.





4.
            All
      hard surfaced floors in public areas will be waxed and/or polished
      commensurate with daily traffic to maintain a good appearance at all
      times.





5.
            Marble,
      granite, wood and other specialty floors will be dust mopped
      nightly.  Further maintenance will be negotiated on a case by
      case basis.





D.
            GLASS





1.
            Clean
      glass entrance doors nightly.  Clean all sidelights to suites
      and all glass in first floor lobby as
needed.





E.
            HIGH
      DUSTING





1.
            Dust
      all picture frames, and wall hanging
weekly.





2.
            Dust
      all vertical surfaces such as walls, partitions, doors, and other surfaces
      above shoulder height weekly.  Semi-annually high dusting above
      25 feet.





3.
            Dust
      all ceiling diffusers, registers and other ventilating louvers below 25
      feet on a semi annual basis.





4.
            Dust
      the exterior surfaces of lighting fixtures, including glass and plastic
      enclosures, semi-annually.





5.
            Dust
      or vacuum baseboards quarterly.





6.
            Dust
      exterior window ledges weekly.





7.
            Dust
      blinds on a quarterly basis.


Page - 28
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F.
            GENERAL





1.
            Keep
      slopsink rooms in a clean, neat and orderly condition at all
      times.





2.
            Dust
      and/or clean all directory boards as required.  Remove
      fingerprints and smudges nightly.  High visibility areas such as
      entrances will be cleaned nightly, paying particular attention to door
      frames, window ledges and corners.





3.
            Elevator
      cabs to be cleaned and polished nightly.  Elevator tracks to be
      cleaned monthly.





4.
            Maintain
      Building lobby, corridors and other public areas in a clean
      condition.





5.
            Dust
      and clean lobby planters.  Screen, replace and supply sand for
      lobby ash urns.





6.
            Specialty
      items such as silk wall coverings, drapes and other specialty fabrics are
      excluded from these cleaning
specifications.





G.
            CARPET
      CLEANING AND ADDITIONAL SERVICES





1.
            Spot
      cleaning of carpets is included.  A comprehensive carpet
      cleaning maintenance program is recommended and available as an additional
      service.





2.
            Other
      specialty cleaning services are available.  These will be priced
      on a case by case basis.


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EXHIBIT
“J”





TENANT ESTOPPEL
CERTIFICATE





[ADDRESS]





The
undersigned Bank of America, N.A. (the "Tenant") hereby certifies, acknowledges,
and agrees with, First States Investors 104, LLC ("Landlord") and
_______________________ ("Lender"), that:





1.
            The
      Tenant is the tenant under that certain Office Lease dated
      __________________, 2004, executed by Landlord (the landlord, and any and
      all successors to landlord's interest in the lease, are herein
      collectively called "Landlord"), and the Tenant, as tenant, covering
      certain premises located at 101 North Tryon Street in Charlotte, North
      Carolina as more fully described in Exhibit "A" attached
      hereto;





2.
            Attached
      hereto as Exhibit "B" is a true, correct and complete copy of the Lease
      and all amendments, supplements and exhibits
  thereto;





3.
            The
      Lease has not been amended, supplemented or modified (except for such
      amendments, supplements, or modifications as are shown on Exhibit "B") and
      is in all respects in full force and effect as originally executed, and
      that to the best of Tenant's knowledge and belief, neither Landlord nor
      the Tenant is in default in any respect under any of the terms of the
      Lease as of this date;





4.
            Tenant
      shall comply with, and be bound by, all the terms and provisions of the
      Lease;





5.
            The
      last monthly payment of rent was made by Tenant on _______________ in the
      amount of _____________.  No rent has been paid by Tenant in
      advance under the Lease except as herein specified:
      _________________.  There are no unexpired periods of free or
      reduced rent under the Lease except for
  ________________.





6.
            The
      total rentable square footage leased by Tenant pursuant to the Lease is
      343,919;





7.
            The
      Term of the Lease commenced on August 1, 2004 and terminates on July 31,
      2021, subject to the additional terms and provisions as therein
      stated;





8.
            The
      Tenant has taken possession of the premises as of August 1, 2004 and has
      paid rent commencing on
______________;





9.
            The
      security deposit paid by Tenant is
$0;





10.
            Tenant
      has not assigned its interest in the Lease nor sublet any portion of the
      Improvements except as noted
hereafter:




;
      and


Page - 30
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11.
            This
      Certificate shall inure to the benefit of Landlord, Lender, its successors
      and assigns, and shall be binding upon the Tenant and its successors and
      assigns.  This Certificate shall not be considered as altering
      or modifying any of the terms and conditions of the Lease except to the
      extent specifically set forth herein.  All exhibits attached
      hereto are by this reference incorporated fully herein.  The
      term "this Certificate" shall be considered to include all such
      exhibits.





The undersigned hereby executes this
document as of ________________, 20________.





TENANT:





BANK OF
AMERICA, N.A.,


a
national banking association





By:Name:Title:ATTEST:By:Its
      ____________________ Secretary[SEAL]


Page - 31
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Exhibit A
to Tenant Estoppel Certificate





Premises:
                                
                                Floor
                                
                                
                                Rentable Area1
                                
                                
                                
                                9892
                                
                                
                                
                                35,4583
                                
                                
                                
                                37,5864
                                
                                
                                
                                38,2745
                                
                                
                                
                                38,2746
                                
                                
                                
                                21,6107
                                
                                
                                
                                21,6108
                                
                                
                                
                                21,6109
                                
                                
                                
                                21,61011
                                
                                
                                
                                22,53012
                                
                                
                                
                                14,77913
                                
                                
                                
                                22,77114
                                
                                
                                
                                21,46915
                                
                                
                                
                                22,771Basement Space
                                
                                
                                
                                2,578343,919
                                
                                Total
      Rentable
Area


Page - 32
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EXHIBIT
“K”





TENANT’S RIGHT TO PURCHASE
THE BUILDING





1.           Initial Term Purchase
Right.  If at any time during the initial Term of this Lease,
Landlord shall solicit or receive a bona fide offer (a “Third Party Offer”)
from a third party (other than a purchaser making a bid at any sale incidental
to the exercise of any remedy provided for in any mortgage encumbering the
Building or the Project, or a proposed transaction with an Affiliate of
Landlord, meaning Landlord has a controlling interest in such Affiliate) to
purchase the Building, which Third Party Offer is in all respects acceptable to
Landlord, Tenant shall have a right of first offer to purchase the Building;
provided, however, that (i) Tenant shall not, at such time, be in default of any
monetary obligations under this Lease beyond any applicable notice and cure
periods; and (ii) Tenant shall, at such time, be in possession of at lease
thirty-five percent (35%) of the rentable area of the Building.  Upon
receipt of any Third Party Offer, Landlord shall notify Tenant in writing of
such Third Party Offer (“Purchase Notice”).  Landlord’s Purchase
Notice shall include a true, correct and complete copy of such Third Party Offer
along with (a) complete copies of all due diligence materials provided by
Landlord to such third party and (b) a form of Purchase and Sale Agreement for
the Building containing the same terms, purchase price and conditions that are
contained in the Third Party Offer.  Notwithstanding the terms set
forth in any Third Party Offer, Landlord agrees that Tenant shall have a period
of time to perform due diligence and inspections with regard to the Building
(and to terminate the Purchase and Sale Agreement based upon such due diligence
and inspections) equal to that provided to any third party or ninety days after
execution of a Purchase and Sale Agreement, whichever is
greater.  Tenant shall have a period of twenty (20) days after receipt
of the Purchase Notice to accept Landlord’s offer to purchase the Building
pursuant to the terms of the Third Party Offer.   Tenant shall
exercise such right of first offer, if at all, by executing the Purchase and
Sale Agreement included with the Third Party Offer and delivering the Purchase
and Sale Agreement to Landlord prior to the expiration of the aforesaid twenty
(20) day period.  If Tenant fails to accept Landlord’s offer within
such twenty (20) day period, then Landlord shall be free to sell the Building
for a period of nine (9) months thereafter for a purchase price of not less than
95% of the purchase price specified in the Third Party Offer (“Minimum Purchase
Price”).  If Landlord is unable to sell the Building to the party
making the Third Party Offer or another party for the Minimum Purchase Price, or
if Landlord accepts a Third Party Offer on materially different terms and
conditions than were set forth in the Third Party Offer, Landlord shall re-offer
the Building to Tenant in accordance with the above guidelines, except that
Tenant shall have a period of ten (10) days after Tenant’s receipt of the
Purchase Notice to accept revised Third Party Offer.  If Landlord does
not convey its interest in the Building within such nine (9) month period, then
Tenant’s rights pursuant to this Exhibit shall be reinstated.  If
Tenant does not exercise its right of first offer set forth herein and Landlord
conveys the Property to a third party, Tenant’s right of first offer shall not
terminate or otherwise be limited or impaired, except as otherwise provided
herein.


Page - 33
-


2.           Renewal Term Right of First
Refusal.     If during any Renewal Term of the Lease
exercised by Tenant, Landlord desires to sell or convey the Building to a third
party purchaser that is not an Affiliate of Landlord, Landlord shall so notify
Tenant in writing (“Renewal Term Purchase Notice”).  Landlord’s
Renewal Term Purchase Notice shall specify the commercially reasonable purchase
price and include a form of Purchase and Sale Agreement which Landlord is
willing to enter into for the sale of the Building.  Landlord agrees
that Tenant shall have a period of ninety (90) days from the execution of a
Purchase and Sale Agreement in which to (i) perform due diligence and
inspections with regard to the Building and (ii) terminate the Purchase and Sale
Agreement based upon such due diligence and inspections.  If Tenant
desires to purchase the Building at the purchase price and upon the terms and
conditions set forth in the Renewal Term Purchase Notice, Tenant shall so notify
Landlord in writing within twenty (20) days following Tenant’s receipt of the
Renewal Term Purchase Notice and pay to Landlord a deposit in an amount equal to
10% of the purchase price set forth in the Renewal Term Purchase Notice for the
Building.  In such event, without further action of Landlord or
Tenant, Landlord shall be deemed to have agreed to sell the Building to Tenant,
and Tenant shall be deemed to have agreed to purchase the Building from Landlord
for the commercially reasonable purchase price and upon the terms and conditions
set forth in the Renewal Term Purchase Notice.  If Tenant does not
accept Landlord’s offer to purchase the Building within said twenty (20) day
period, at any time thereafter Landlord shall be free to sell and convey the
Building free and clear of Tenant’s right of first offer, provided that (i)
Landlord shall not sell the Building for a purchase price that is less than 95%
of the purchase price stated in the Renewal Term Purchase Notice to Tenant or
(ii) sell the Building more than nine (9) months following the date of the
Renewal Term Purchase Notice without, in either such case, sending a new Renewal
Term Purchase Notice to Tenant, in which event Tenant shall have a further
period of twenty (20) days following Tenant’s receipt of the new Renewal Term
Purchase Notice to purchase the Building.  If Tenant does not exercise
its right of first refusal set forth herein and Landlord conveys the Property to
a third party, Tenant’s right of first refusal shall not terminate or otherwise
be limited or impaired, except as otherwise provided herein.





3.           Marketing
Materials.     If Landlord prepares marketing
materials for the sale of the Building during the initial Term and/or any
Renewal Term exercised by Tenant, Landlord shall deliver copies of such
marketing materials to Tenant when Landlord delivers or distributes such
materials to potential purchasers of the Property.





4.           Non-Controlling
Interest/Foreclosure.     In no event shall the right
of first offer contained herein apply to any sale of a non-controlling, partial
interest in the Building or the foreclosure of the Building or the delivery of
any deed-in-lieu of foreclosure and such right of first offer shall terminate
and be of no further force or effect upon and following a foreclosure or the
delivery of a deed-in-lieu of foreclosure.  Landlord shall use
diligent efforts to cause Landlord’s lender to agree to permit Tenant to
exercise Tenant’s right of first offer in a foreclosure or deed-in-lieu of
foreclosure for a Minimum Purchase Price established by Landlord’s
lender.


Page - 34
-


EXHIBIT
“L”





COMMON AREA USAGE FOR
SPECIAL EVENTS





In order to encourage patronage of the
retail shopping areas and other enterprises located in the Building and to
affect favorably the public perception of the Project, its owners and tenants
(as well as that of Uptown Charlotte), it is highly desirable to have an
effective program of sales, promotional events and other activities in the
Building (the “Program”).  Landlord and Tenant also recognizes that
the development, management and operation of a private enterprise, such as the
Building, entails a certain civic responsibility.  Accordingly, to
cooperate with civic and charitable organizations and further these purposes in
the Charlotte area in a fair and responsible fashion and in a manner consistent
with the best interests of the tenants of the Building and their clientele,
Landlord and Tenant agree that the following terms and conditions shall be in
effect during the Term of this Lease (including any exercised Renewal
Terms):





1.           Tenant
will provide promotional consulting services at its own expense for the Program
through one or more of its employees or, at Tenant’s election, by other
means.





2.           In
exchange therefore, Tenant will have the right on the days hereinafter set
forth, free of Rent or usage fees but otherwise at Tenant’s sole cost, expense
and responsibility, to use for civic, charitable, promotional and cultural
purposes (including without limitation the presentation of performing arts), (a)
any and all Common Area space in (i) outside of the Building and (ii) the atrium
adjoining the Building as delineated in the initial master plan and (b) subject
to reasonable rules and regulations of Landlord (such rules and regulations not
to unreasonably or unduly interfere with or hinder Tenant’s use or provide
Tenant lesser rights to use such space than any other tenant in the Building)
space in the lobby of the Building (the “Lobby Space”) for displays and
events.  Such use shall be without payment of any kind in addition to
Rent provided for under this Lease.  Such use may be for up to twelve
(12) days, (no more than six (6) of which shall be consecutive in any given
calendar month, such days to be designated by Tenant at least two (2) weeks in
advance, provided, however, that Tenant may not designate any days previously
committed to any other party under the terms of Paragraphs 4 and 6
hereof.  During the time of such events there shall be no other use of
any of the Common Areas or Lobby Space which would be competing, conflicting or
disruptive with or to Tenant’s use.  Additional use shall require
permission of the Landlord, which shall not be unreasonably
withheld.





3.           Such
events may include, without limitation, lunchtime concerts and other activities
for which Tenant shall engage and pay for entertainment.  At Tenant’s
request, Landlord will use its best efforts to assist in the conduct of such
events so long as such assistance is not disruptive of the ordinary duties of
Landlord’s personnel.  Food and beverages may be sold or distributed
free to the public during such events by Tenant or by a party or parties
selected by Tenant.





4.           Non-commercial
use of the Common Areas or the Lobby Space shall be limited exclusively to those
organizations which are non-political and non-sectarian in character, which are
not issue oriented advocacy groups, and which in addition have or could qualify
as “exempt organizations” under Section 501 (c), (3), (4), (5), (6), (7) and
(10) of the Internal Revenue Code of 1954, as amended from time to
time.





5.           Any
retail tenant or hotel located in any portion of Project, with the prior written
consent of Landlord, may use the Common Areas for the temporary commercial
advertising purposes directly related to such tenant’s or hotel’s business as
conducted in the Project, provided, however, that any such advertising (i) is in
keeping with the aesthetic standards of the Project, (ii) does not interfere
with or hinder Tenant’s use pursuant to Paragraphs 2 and 3 above and (iii) will
not embarrass or otherwise injure the reputation of Building, Project or Tenant
or adversely affect the public perception of Building, Project or
Tenant.


Page - 35
-


6.           Except
as provided in Paragraphs 2, 3 and 5 above, any activity conducted in the Common
Areas or Lobby Space must have the prior written approval of the Building
Promotions Committee (the “Committee”), which shall be comprised of two voting
members—a representative of Landlord and a representative of Tenant—and such
other members as Tenant and Landlord may from time to time
appoint.  The Committee shall have responsibility for, among other
things, (i) determining the fee, if any, to be paid by organizations or
individuals for usage of Common Areas, which fees shall be applied to the
Building promotion account, and (ii) receiving and disbursing funds of the
Building promotion account.  Notwithstanding the foregoing provisions
of this Paragraph 6, Landlord may permit uses of the Common Areas and the Lobby
Space despite the disapproval thereof by Tenant’s representative on the
Committee provided (a) the proposal for such use shall have been submitted to
the Committee with full opportunity for discussion, (b) such use shall not
embarrass, injure the reputation, or adversely affect the public perception of
the Building, Project or Tenant, (c) any such use for commercial purposes shall
enhance the business of the retail tenants of the Building, (d) such use shall
not promote or advocate a particular point of view on any political, moral,
religious or other public issue, and (e) such use shall not interfere with any
scheduled use by Tenant under Paragraphs 2 and 3 above.





7.           A
written application for use of the Common Areas by any party other than Landlord
or Tenant must be made to the Committee at least two (2) weeks prior to the date
of desired usage.  The application shall be in such form as may be
established by the Committee from time to time, which shall include such items
as the following:





(a)
            The
      name and address of the applicant;


(b)
            A
      list of the applicant’s local officers and
  directors;


(c)
            The
      name and phone number of the person with whom the Committee is to
      deal;


(d)
            The
      nature of the proposed activity, its purpose, the number of expected
      participants and the dates and times
requested;


(e)
            If
      applicable, a letter from the Internal Revenue Service determining
      applicant’s status as an exempt organization or such other evidence of
      that status as the Committee shall
require;


(f)
            Reproductions
      of all posters, displays or like representation which the applicant
      intends to use; and


(g)
            Any
      other pertinent facts which the applicant wishes to present or which are
      requested by the Committee.





8.           Tenant
covenants and agrees to indemnify, defend and hold Landlord harmless from any
loss, cost or expense whatsoever, directly or indirectly resulting or occasioned
to, or imposed upon, Landlord resulting from the use or occupancy of the Common
Areas for activities conducted by or for Tenant under Paragraphs 2 and 3 above,
including injury to or destruction of life or property, except that Tenant shall
not be responsible or liable to Landlord for any such event, act or omission (a)
to the extend covered by any insurance obtained and maintained by Landlord, or
(b) caused by the negligent or willful act of Landlord or any of Landlord’s
employees.





9.           In
the event that Landlord sells, transfers or otherwise disposes of any interest
in the Common Areas to any party, any such party shall have agreed to comply
with the terms hereof and to permit Tenant to enforce such
standards.  Such agreement shall not relieve Landlord of any of its
obligations hereunder respecting space retained by Landlord.


Page - 36
-


EXHIBIT
“M”





Reserved for Recorder’s
    Office





Prepared
by and return to:





Bank of
America Legal Dept.


101 South
Tryon Street


NC1-002-29-01


Charlotte,
North Carolina 28255


Connie J.
Miller, Asst. General Counsel





MEMORANDUM OF
LEASE





THE
      STATE OF NORTH CAROLINA
            §§COUNTY
      OF MECKLENBURG
            §





This Memorandum of Lease is made as of
, 2004,
between FIRST STATES INVESTORS 104, LLC, a Delaware limited liability company,
whose mailing address is 1725 The Fairway, Jenkinstown, PA 19046, as Landlord,
and BANK OF AMERICA, N.A., a national banking association, whose mailing address
is c/o Corporate Workplace, NC1-023-04-04, 525 N. Tryon Street, Charlotte, North
Carolina, Attention:  Headquarters Real Estate Asset Manager, as
Tenant.





1.           Premises.  Landlord,
in consideration of the rent reserved and the other terms and conditions
contained in that certain Lease Agreement (the “Lease”) between the parties,
dated __________________, 2004, hereby leases to Tenant the premises described
as approximately 343,919 square feet of gross leasable area on the 1st, 2nd, 3rd, 4th, 5th, 6th, 7th, 8th, 9th,
11th,
12th,
13th,
14th,
15th
and basement level of One Independence Center, located at 101 North Tryon Street
in Charlotte, North Carolina.





2.           Term. The Term of the
Lease commenced on August 1, 2004 and shall terminate at 11:59, EST, on July 31,
2021 as determined by the provisions of the Lease.





3.           Renewal
Options.  Tenant has the option to extend the Term of the Lease
for four (4) consecutive, additional terms of five (5) Years each as more
particularly set forth in Exhibit B to the Lease.





4.           Right of First
Offer.  Tenant has a right of first offer to lease any space in
the Building prior to Landlord offering same to other tenants of the Building or
the market, as more particularly set forth in Exhibit D to the
Lease.





5.           Tenant’s Right to Purchase
the Building.  During the initial Term of the Lease, Tenant has
a right of first offer to purchase the Building in accordance with and as more
particularly set forth in Exhibit K to the Lease.During any exercised Renewal
Term, Tenant has a right of first refusal to purchase the Building in accordance
with and as more particularly set forth in Exhibit K to the
Lease.


Page - 37
-


6.           Exclusivity.  Landlord
has agreed that Landlord shall not (i) use, lease or permit (including signage)
any area within the Building or the Project (as such terms are defined in the
Lease) to be used by anyone other than Tenant for “banking purposes,” which
shall include general office uses and facilities for receiving deposits or
making loans to the general public, whether done by a state bank, national bank,
savings and loan association, credit union or other entity, whether by walk-up
or drive-in teller facility, lending office, or automated teller machine or
otherwise; or (ii) use, lease, or permit any area in any Building, Parking
Garage, Ivey’s Parking Deck or the Project to be used for other than a first
class use.





7.           Ratification/Conflict.  This
Memorandum of Lease is subject to all of the terms and conditions set forth in
the Lease, which agreement is incorporated herein by reference and made a part
hereof, as fully as though copied verbatim herein.  In the event of a
conflict between this Memorandum of Lease and the actual Lease, the Lease shall
prevail.





IN WITNESS WHEREOF, Landlord and Tenant
have caused the within Memorandum of Lease to be executed as of the date first
above written.





TENANT:





BANK OF
AMERICA, NATIONAL ASSOCIATION,


a
national banking association





By:Name:Title:ATTEST:By:Its
      ____________________ Secretary[SEAL]





LANDLORD:





FIRST
STATES INVESTORS 104, LLC,


a
Delaware limited liability company [SEAL]





By:
                            
                            [SEAL]Name:Title:


Page - 38
-





STATE
      OF NORTH CAROLINA
                §§COUNTY
      OF MECKLENBURG
                §





I, a
Notary Public of the County and State aforesaid, certify that
__________________________ personally came before me this day and acknowledged
that (s)he is  Secretary of
Bank of America, National Association, a national banking association, and that
by authority duly given and as the act of the Bank, the foregoing instrument was
signed in its name by its ___________ President, sealed with the bank's seal and
attested by __________________ as its ____________ Secretary.





SWORN to
before me this


______
day of  _________________, 2004.





Notary
      Public for North CarolinaMy
      Commission Expires: ______________________________ .





[SEAL]





STATE
      OF __________________
                §§COUNTY
      OF ________________
                §





I, a Notary Public of the County and
State aforesaid, certify that __________________________ personally came before
me this day and acknowledged that (s)he is  of First
States Investors 104, LLC, a Delaware limited liability company, and that by
authority duly given and as the act of the limited liability company, the
foregoing instrument was signed in its name by himself/herself as its
___________________________.





SWORN to
before me this


______
day of  _________________, 2004.




Notary
      Public for _______________________My
      Commission Expires: __________________.





[SEAL]


Page - 39
-


Exhibit A
to Memorandum of Lease





Legal
Description of One Independence Center


Page - 40
-