Exhibit 10.70  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
  133.6
  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
  22ARTICLE 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
  2713.1
  Indemnification
  2713.2
  Insurance
  2813.3
  Assumption of
  Risk/Waivers of Subrogation/ Minimization of Duplication of Insurance
  Coverage/Limitations on Liability and Damages
  3013.4
  Allocation of
  Insured Risks/Subrogation
  3213.5
  Landlord
  Bankruptcy Proceeding
  32ARTICLE 14 -
  DAMAGE OR DESTRUCTION
  3314.1
  Loss Covered By
  Insurance
  3314.2
  Loss Not Covered
  By Insurance
  3314.3
  Destruction
  During Final Two Years
  3314.4
  Destruction of
  Tenants Personal Property, Tenant Improvements or Property of Tenants
  Employees
  3314.5
  Exclusive Remedy
  34ARTICLE 15 -
  EMINENT DOMAIN
  34


15.1
  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
  4031.3
  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 Removal of 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
  47


38.19
  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 11ththrough 15thfloors 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  3


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.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.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  4


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 StreetPhiladelphia,
  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  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  7


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  11


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.  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.  3.3Base 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.  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  13


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  14


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.  4.3Low-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.  4.4Revised
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  15


language set forth in the
High-Rise and Low-Rise Leases as more particularly described in Sections 4.2
and 4.3 above.  4.5Gross-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.  4.6Procedure
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  17


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.  4.7Review
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.  4.8Tax
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.  4.9Limitation
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  18


following the sale of the
Building by Landlord or any subsequent owner of the Building during the Term as
may be extended.  4.10Limitation
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  5.1Permitted
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.  5.2Exclusivity.  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.  5.3Restriction
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  19


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.  5.4Common
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.  5.5Use
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.  5.6Freight/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  6.1Existing
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.  6.2Additional
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  20


repairs shall
include returning any Building walls, flooring, ceilings, etc. disturbed by the
ATM installation to its prior condition, normal wear and tear excepted.  (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  7.1Tenant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.  7.2Installation
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  21


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.  7.3Tenant
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  8.1Obligation
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.  8.2Right
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  22


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  10.1Scope
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


10.2Required
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.  10.3Landlord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


10.4Building
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.  10.5ADA.  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  11.1Standard
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.  11.2Additional
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.  11.3Tenant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.  11.4Meters 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  12.1Rights
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.  12.2Consent 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  26


notice. Tenant shall
deliver a copy of any assignment or sublease to Landlord promptly upon full
execution thereof.  12.3Landlord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.  12.4Landlord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.  ARTICLE 13 -
INDEMNIFICATION; INSURANCE  13.1Indemnification.  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,  27


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.  13.2Insurance.  (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  28


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.  (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.  13.3Assumption
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.  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  30


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  31


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.  (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.  13.4Allocation
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.  13.5Landlord
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  32


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  14.1Loss
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.  14.2Loss
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.  14.3Destruction
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.  14.4Destruction
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  33


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.  14.5Exclusive
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  15.1Permanent
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.  15.2Permanent
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.  15.3Temporary
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


15.4Exclusive
Remedy.  This Article 15 shall
be Tenants sole and exclusive remedy in the event of a taking or condemnation.  15.5Release
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  16.1Default
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.  16.2Default
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.  16.3Self-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  17.1Termination
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.  17.2Continuation
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.  17.3Right
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.  17.4Right
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.  17.5Remedies
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  19.1Obligations
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.  19.2Obligations
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.  19.3Landlord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.  19.4Attornment
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.  19.5Non-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-  37


disturbance
agreements from all present Property and Building mortgagees, deed of trust
holders and/or superior lessors.  ARTICLE 20 -
RESERVED  ARTICLE 21 -
HOLDING OVER  21.1Surrender
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.  21.2Tenant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  22.1Entry
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.  22.2Secured
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  38


Landlord shall
provide Tenant with ten (10) days prior written notice of the specific
date and time of such Landlord inspection.  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  31.1General
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.  31.2Ivey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  40


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.  31.3Sublease
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.  31.4Parking
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.  31.5Alternate 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  32.1Landlord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.  32.2Tenant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  34.1Current/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.  34.2Exterior
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.  34.3Building
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.  34.4Name
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  36.1Right 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  43


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.  36.2Right 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.  36.3Rooftop 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).  36.4Installation,
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  38.1Authorization
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  44


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.  38.2Entire
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.  38.3Severability.  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.  38.4Gender
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.  38.5Exhibits.  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.  38.6UPS
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.  38.7Quiet
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.  38.8No
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


38.9Cumulative
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.  38.10Brokers.  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.  38.11Hazardous
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.  38.12Concierge.  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.  38.13Consent/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.  38.14Tenant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  46


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.  38.15Survivability.  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.  38.16Reserved.  38.17Covenants
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.  38.18Interest
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.  38.19When
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.  38.20Reserved.  38.21Time 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