E LOAN INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>exh10-8.htm
<DESCRIPTION>EXHIBIT 10.8
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<HTML>
<HEAD>
<title>Q1 2003 Exhibit 10.8</title>
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<P ALIGN="RIGHT">                                                              Exhibit 10.8


<B><P ALIGN="CENTER">METRO SQUARE<BR>
OFFICE LEASE AGREEMENT</P>
<U><P ALIGN="CENTER">LEASE SUMMARY</P>
</B></U><P>THIS LEASE SUMMARY IS INTENDED AS A QUICK REFERENCE TO SPECIFIC
PROVISIONS OF THE SUBJECT LEASE AGREEMENT AND NOT AS PART THEREOF. IN THE EVENT
OF ANY CONFLICT BETWEEN THIS LEASE SUMMARY AND THE SUBJECT LEASE AGREEMENT, THE
PROVISIONS OF THE LEASE SHALL GOVERN AND CONTROL.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=615>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>DATE OF LEASE:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>______________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>LANDLORD</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>Southpark Corporate Center, L.L.C.</P><DIR>
<DIR>
<DIR>

<P>Address:&#9;________________________________<BR>
Attn:&#9;________________________<BR>
________________________________<BR>
________________________________</P></DIR>
</DIR>
</DIR>

<P>Telephone:&#9;<U>(&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>
Facsimile:&#9;<U>(&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>TENANT:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>_____________________________________________ a(n)
_________________________________________ (Individual, corporation,
general/limited partnership, limited liability company, trust or other entity
and state of registration, if applicable)</P><DIR>
<DIR>
<DIR>

<P>Address:&#9;________________________________<BR>
Attn:&#9;________________________<BR>
________________________________<BR>
________________________________</P></DIR>
</DIR>
</DIR>

<P>Telephone:&#9;<U>(&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>
Facsimile:&#9;<U>(&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</P>
</U></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>TRADE NAME:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>___________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>PREMISES:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>Building _______; Suite _____________________</P>
<P>Rentable Floor Area - ______________ sf; Usable Floor Area -
___________________ sf</P>
<P>Prorata Share - _________________%</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>USE:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>EXPANSION OPTION(S):</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>TERM:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>COMMENCEMENT DATE:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>EXPIRATION DATE:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>RENEWAL OPTION(S):</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>RENT:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>SECURITY DEPOSIT:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>PARKING ALLOCATION:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>REAL ESTATE BROKER(S):</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="TOP">
<P>SPECIAL PROVISIONS:</TD>
<TD WIDTH="65%" VALIGN="TOP">
<P>____________________________________________</P>
<P>____________________________________________</P>
</TD>
</TR>
</TABLE>

<B><P ALIGN="CENTER">METRO SQUARE<BR>
OFFICE LEASE AGREEMENT</P>
</B><P>THIS METRO SQUARE OFFICE LEASE AGREEMENT (this "Lease") is made February
4, 2000, between SOUTHPARK CORPORATE CENTER, L.L.C., a Delaware limited
liability company ("Landlord"), and E-LOAN, INC., a Delaware Corporation
("Tenant").</P>
<U><P ALIGN="CENTER">w i t n e s s e t h</U>:</P>
<P>IN CONSIDERATION OF the mutual covenants and conditions hereinafter set
forth, Landlord and Tenant hereby agree as follows:</P>
<OL>

<OL>

<LI><A NAME="_Toc40609585">DEMISED PREMISES.</A></LI>
<OL>

<LI><A NAME="_Toc40609586"><U>Description of Premises</U>.  Landlord and Tenant
agree that Tenant shall lease from Landlord those certain Premises (the
"Premises") as shown cross-hatched on the floor plan attached hereto as Exhibit
"A". The Premises contain the fixtures, improvements, and other property now
installed, plus any improvements to be made pursuant to this Lease. The Premises
are located in Building "E" (the "Building") of Metro Square, an office
development comprised of seven separate office buildings (the "Project") located
at 3563 Philips Highway, Jacksonville, Florida, 32207, on the parcel of land
described in Exhibit "B" attached hereto (the "Land"). A site plan depicting the
entire Project is attached hereto as Exhibit "C".</A></LI>
<LI><A NAME="_Toc40609587"><U>Floor Area of the Premises</U>.  The net rentable
floor area of the Premises is approximately 24,000 square feet, based on
measurements made using the American National Standard Method of Measuring Floor
Area in Office Buildings, ANSI 265.1-1996, published by the Building Owners and
Managers Association International (BOMA Standards).  The net rentable floor
area of the Premises shall be recalculated using the same BOMA Standards
following preparation of the preliminary space plan of the Premises; and upon
completion of the Tenant Improvements (as hereinafter defined), the net rentable
floor area shall again be recalculated using BOMA Standards and restated as part
of a "Memorandum of Commencement" to be prepared by Landlord as provided in this
Lease.</A></LI>
<LI><A NAME="_Toc40609588"><U>Common Areas</U>.</A></LI>
<OL TYPE="a">

<LI>Tenant and its agents, employees, and invitees have the nonexclusive right,
with tenants of the Project and others designated by Landlord, to the free use
of the those areas located in and around the Project that are intended to be
used in common (the "Common Areas") for their customary purposes, such as: the
public lobbies, hallways, stairwells and elevators located in Project buildings;
the sidewalks, parking areas, driveways, pedestrian walkways and other similar
public areas and access ways located in and around the Project; and the drainage
and utility systems servicing the Project.</LI>
<LI>Landlord reserves the right at anytime to: (i)&nbsp;locate and relocate
buildings within the Project ("Project Buildings"). automobile parking areas,
and driveways: (ii)&nbsp;change the number of Project Buildings. the dimensions
of Project Buildings, and the number of floors in any of the Project Buildings;
(iii)&nbsp;modify the identity and the signage of the Project, and of the
Project Buildings; (iv)&nbsp;construct other improvements in the Project;
(v)&nbsp;restrict usage of certain parking and loading areas for the benefit of
certain tenants, provided that such restrictions do not unreasonably limit the
parking and loading areas available to Tenant; (vi)&nbsp;prohibit or permit
under conditions imposed by Landlord, the placement of signage within the Common
Areas; (vii) restrict employee parking to certain portions of the Common Areas
and to establish, in the Rules and Regulations, procedures to hold each Project
tenant responsible for their enforcement of this restriction, including the
imposition of fines; (viii) add additional property to the Common Areas, and to
reduce the Common Areas, and to enter into, modify, or release covenants,
easements, or other agreements with the owners of adjacent properties, to
permit, govern, or restrict usage of the Common Areas by such adjacent
properties; and (ix)&nbsp;make such other modifications to or use of the Common
Areas as Landlord deems necessary or desirable.  In the case of each of the
foregoing provisions, and except during periods of construction and maintenance,
reasonable access to the Premises and the parking facilities will not be
materially impaired.</LI>
<LI>The use of the Common Areas is subject to the terms of all covenants,
conditions, restrictions, and easements applicable to the Project and the Land,
as may be recorded in the public records of Duval County, from time to
time.</LI>
<LI>Landlord may, from time to time, engage security services to police the
Common areas, and may without notice, terminate such services.  Except as
provided in Section 4.2a hereof Landlord shall not be responsible for the
security of the Common Areas, and the use of the Common Areas will be at sole
risk of Tenant, its invitees, customers and employees.</LI>
<LI>Landlord is not liable if the amount of the Common Areas is diminished, nor
shall Tenant be entitled to any compensation or diminution or abatement of Rent
or Additional Rent unless otherwise specifically provided in this Lease.
Diminution of the Common Areas will not be deemed constructive or actual
eviction.  Notwithstanding the foregoing, however, Tenant's parking space
allowance, as set forth in Section 4.5 hereof, shall not be reduced as the
result of any diminution of the Common Areas.</LI>
<LI>The foregoing license granted to Tenant is subject to all restrictions set
forth in this Lease, and the Rules and Regulations attached hereto, including
without limitation, restrictions or parking and placement of signs.</LI></OL>

<LI><A NAME="_Toc40609589"><U>Use of Premises</U>.</A></LI>
<OL TYPE="a">

<LI>Tenant shall use the Premises for general administrative office space
purposes only, unless Landlord gives its advance written consent to another use.
Landlord warrants that applicable laws, ordinances, regulations, and restrictive
covenants permit the Premises to be used for general office space purposes.
Tenant shall not create a nuisance or use the Premises for any immoral or
illegal purposes. Notwithstanding any provision hereof to the contrary, Tenant
may use the Premises only for uses permitted by applicable law, zoning ordinance
and other governmental rules and regulations. It is understood and agreed that
there are no restrictive covenants applicable to the Project, recorded in the
public records of Duval County, Florida. Tenant may use the Premises only in
material compliance with the "Rules and Regulations" as provided in this
Lease.</LI>
<LI>In addition to and without limitation of the foregoing, Tenant may maintain
(for uses by Tenant and its employees, customers and invitees): (i) conference
and/or meeting facilities; (ii) libraries; (iii) coffee bars; (iv) support staff
facilities (including without limitation word processing and copy facilities);
(v)&nbsp;lunchrooms and kitchen facilities for use by Tenant and its employees
and invitees (including vending machines and microwave ovens for use by Tenant
and its employees and invitees (including vending machines and microwave ovens
for use by Tenant and its employees and invitees, subject, however, to
applicable legal requirements); and (vi) storage space incidental to general
administrative office purposes.</LI></OL>

<LI><A NAME="_Toc40609590"><U>Improvements to the Premises</U>.  Prior to the
Commencement Date (as defined below), Landlord shall make certain initial
improvements to the Premises (the "Tenant Improvements") in accordance with
Exhibit "D" (the "Work Letter Agreement").  The Tenant Improvements shall be
completed in a good and workmanlike manner and comply with all applicable laws,
ordinances, rules, and regulations of governmental authorities.  Any other
alterations or improvements to the Premises shall be constructed and installed
at Tenant's expense, subject to Landlord's prior written approval and otherwise
in accordance with the provisions of this Lease.</A></LI>
<LI><A NAME="_Toc40609591"><U>Radon Gas Statutory Notice</U>.  RADON GAS: Radon
is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks in persons who are
exposed to it over time.  Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida.  Additional information
regarding radon and radon testing may be obtained from your county health
department.</A></LI>
<LI><A NAME="_Toc40609592"><U>Option to Expand</U>.  Tenant shall have the
option to expand the Premises ("Expansion Option"), at any time and from time to
time, to include contiguous floor area ("Expansion Space") in Building "E",
subject to the following covenants and conditions:</A></LI><OL TYPE="a">

<OL TYPE="i">

<LI>Tenant shall give Landlord written notice ("Expansion Notice") electing to
exercise the Expansion Option at any time during the Term or any "Renewal Term"
(as hereinafter defined); provided that upon giving an Expansion Notice, Tenant
shall have not less than thirty-six (36) months remaining in the Term or then
current Renewal Term. Tenant shall be permitted to exercise the "Renewal Option"
(as hereinafter defined) in order to satisfy the foregoing requirement.</LI>
<LI>Tenant shall not be in default under this Lease when the Expansion Notice is
given nor when Landlord is obligated to deliver the Expansion Space.</LI>
<LI>The Expansion Space identified by Tenant in any Expansion Notice must be
contiguous to the then current Premises and shall result in an increase to the
net rentable floor area of the Premises of not less than 2,500 square feet;
provided dirt Tenant shall not be permitted to exercise the Expansion Option
with respect to any portion of Building "E" that is leased by Landlord to
another tenant as of the date of the Expansion Notice (regardless of whether
that tenant is then currently occupying such space), including any right of such
other tenant to renew or extend the term of its lease agreement.  It is further
understood and agreed that the configuration of any Expansion Space identified
by Tenant shall be subject to Landlord's reasonable approval as to the floor
plan configuration; and if, as a result of Tenant taking certain Expansion
Space, Landlord would be left with less than 3000 square feet of net rentable
floor area available to lease in Building "E" (the "remaining space"), then
Tenant shall be required to accept such remaining space as part of the Expansion
Space.</LI>
<LI>The Expansion Space shall, in each instance, be delivered to Tenant with the
Tenant Improvements completed in accordance with the Work Letter Agreement,
provided that the Tenant Improvement Allowance set forth in the Work Letter
Agreement shall be adjusted as hereinafter set forth.  The Tenant Improvement
Allowance rate shall be increased at the rate of five percent (5%) annually, as
of the anniversary of the Commencement Date; however, having made the
appropriate annual adjustment, the resulting Tenant Improvement Allowance rate
shall then be further adjusted by multiplying by a fraction, the numerator being
the number of full calendar months remaining in the Lease Term as of the date of
the Expansion Notice and the denominator being sixty (60) months.</LI>
<LI>Notwithstanding any provision hereof to the contrary, Tenant shall also have
the right to exercise the Expansion Option as to any portion of
Building&nbsp;"E" that is subject to a bonafide offer to lease such space made
to Landlord by an unaffiliated third party; provided that Landlord shall not be
permitted to offer space in Building&nbsp;"E" for lease at any time prior to the
thirty (30) day period following the Commencement Date (the "Lockout Period").
Following the Lockout Period, Landlord shall give Tenant written notice of any
such bonafide offer to lease, and Tenant shall have a period of ten (10)
business days following the effective date of Landlord's written notice during
which to give Landlord an Expansion Notice electing to exercise this Expansion
Option with respect to all (but not part) of the floor area of Building "E"
which is the subject of said bonafide offer to lease.  Notwithstanding the
increase in Base Rent as the result of the addition of any Expansion Space, in
the event that Tenant exercises the Expansion Option in response to Landlord's
notice of a bonafide offer to lease such space, Tenant's obligation to pay
Landlord rent on such Expansion Space shall, for a period of one hundred twenty
(120) days following the Expansion Notice, be limited to the "Shell Rental Rate"
(as hereinafter defined), plus Tenant' s prorata share of the Operating Expenses
and Real Estate Taxes and any other Additional Rent due with respect to such
Expansion Space during said 120-day period.  The "Shell Rental Rate" shall be
equal to the product of (A) the net rental floor area of the subject Expansion
Space, multiplied by (B) a monthly rental rate of SIX AND NO/100 DOLLARS ($6.00)
per square foot.</LI>
<LI>Effective as of the date of any Expansion Notice, the subject Expansion
Space shall become part of the Premises and subject to all of the terms and
conditions of this Lease; provided that:  (A)&nbsp;the Base Rent shall be
increased at the same rental rate then applicable to the Premises and in
proportion to the increase in the net rentable floor area of the Premises
(subject to any applicable Shell Rental Rate); (B)&nbsp;Tenant's pro rata share
shall be increased to reflect the additional net rentable floor area of the
Premises; (C)&nbsp;the Security Deposit shall be increased by an amount equal to
the increase in the monthly installment of Base Rent (plus sates tax) resulting
from the addition of the Expansion Space; (D)&nbsp;the principal amount of the
letter of credit to be provided by Tenant pursuant to Section&nbsp;3.6 hereof
shall be increased in an amount equal to the sum of Landlord's expenses incurred
in connection with the cost of any Tenant Improvements to the Expansion Space
and the real estate leasing commissions paid to the Landlord's and/or Tenant's
Broker; and (E)&nbsp;Tenant shall be entitled to use six (6) additional Project
parking spaces per 1,000 square feet of net rentable floor area added to the
Premises.</LI>
<LI>Landlord shall prepare a written amendment to this Lease reflecting the
modifications of the terms and conditions hereof as set forth above, and Tenant
shall, within ten (10) days following receipt of such amendment, execute and
return same to Landlord. Notwithstanding the date such amendment to this Lease
is executed, the modifications set forth therein shall be effective as of the
date of the Expansion Notice as set forth above.</LI></OL>
</OL>
</OL>

<LI><A NAME="_Toc40609593">TERM OF LEASE.</A></LI>
<OL>

<LI><A NAME="_Toc40609594"><U>Commencement and Expiration Dates</U>.  The term
of this Lease (the "Term") shall commence on the date (the "Commencement Date")
which is the earlier of either: (i) the date Tenant takes possession and
occupies the Premises for the purpose of normal business operations; or (ii) the
first business day following the date of Landlord's delivery of the Premises to
Tenant with all Tenant Improvements to be constructed and installed by Landlord
in a substantially complete condition (as defined below).  The Term shall
continue following the Commencement Date for a period of sixty-three (63) full
calendar months and shall expire on the date (the "Expiration Date") which is
the last day of the final full calendar month of the Term following the
Commencement Date.</A></LI>
<LI><A NAME="_Toc40609595"><U>Substantial Completion</U>.  Landlord shall use
its best efforts to substantially complete the Premises in accordance with the
Work Letter Agreement (Exhibit "D") by July&nbsp;14, 2000 ("Target Date").
Landlord shall give Tenant at least fifteen (15) days advance written notice of
the estimated substantial completion date if different from the Target Date.  If
the estimated substantial completion date changes at any time after Landlord
gives notice, then Landlord shall give fifteen (15) days advance notice of the
new estimated substantial completion date. "Substantial Completion" shall
mean:</A></LI><OL TYPE="a">

<OL TYPE="i">

<LI>completion of the Tenant Improvements in accordance with prevailing
construction industry standards for comparable premises, so that (A) Tenant can
use the Premises for their intended purposes without material interference to
Tenant conducting its ordinary business activities and (B) the only incomplete
items are minor or insubstantial details of construction, mechanical
adjustments, or finishing touches like touch-up plastering or painting;</LI>
<LI>securing a temporary or permanent certificate of occupancy from the local
municipality;</LI>
<LI>Tenant, its employees, agents, and invitees, have ready access to the
Building and Premises through the lobby, entranceways, elevators, and
hallways;</LI>
<LI>the decoration, fixtures, and equipment to be installed by Landlord are
installed and in good operating order;</LI>
<LI>the Premises are ready for the installation of any equipment, furniture,
fixtures, or decoration that Tenant will install;</LI>
<LI>the following items are installed and in good operating order:  (A) building
lobby, if any; (B) hallways on floor on which Premises are located (including
walls, flooring, ceiling, lighting, etc.), if any; (C) elevators (if any),
utilities, and plumbing serving the Premises; (D) heating, ventilation and air
conditioning equipment ("HVAC"); and (E) the doors and hardware; and</LI>
<LI>the Premises are broom clean.</LI></OL>
</OL>

<P>In the event that Substantial Completion of the Tenant Improvements is
delayed beyond the date ninety (90) days following the Target Date, then Tenant
shall have the right to terminate this Lease upon giving Landlord written notice
thereof prior to Landlord actually achieving Substantial Completion; provided,
however, that to the extent that the delay in Landlord's Substantial Completion
of the Tenant Improvements is due to "Tenant Delay" or Unavoidable Delay" (as
provided in the Work Letter Agreement), said 90-day period shall be extended by
the total number of days attributable to both Tenant Delay and Unavoidable
Delay.</P>
<LI><A NAME="_Toc40609596"><U>Memorandum of Commencement</U>.  Within thirty
(30) days after the Commencement Date, Landlord and Tenant shall confirm in
writing the Commencement Date and the Expiration Date in a "Memorandum of
Commencement" prepared by Landlord.  The Memorandum of Commencement shall also
reflect any adjustment to the net rentable floor area and "Tenant's prorata
share" (as defined below) made in accordance with this Lease.</A></LI>
<LI><A NAME="_Toc40609597"><U>Inspection and Punchlist</U>.  Prior to the
Commencement Date, Landlord and Tenant shall inspect the Premises, have all
systems demonstrated, and prepare a punchlist, which shall list incomplete,
minor, or insubstantial details of construction; necessary mechanical
adjustments; and finishing touches as needed.  Landlord will complete the
punchlist items within a reasonable time following the Commencement Date.
Landlord will promptly correct any latent defects as they become known, if
Tenant notifies Landlord of the defect within thirty (30) days after Tenant
first learns of the defect.  Notwithstanding any provision hereof to the
contrary however, Landlord's completion of any punchlist items shall not delay
the Commencement Date or result in any abatement of Rent or Additional Rent
due.</A></LI>
<LI><A NAME="_Toc40609598"><U>Option to Renew</U>.  Tenant shall have the option
to renew ("Renewal Option") the Term for three (3) successive periods ("Renewal
Term(s)") of thirty-six (36) months each, subject to the following covenants and
conditions:</A></LI><OL TYPE="a">

<OL TYPE="i">

<LI>Tenant shall give Landlord written notice ("Renewal Notice") electing to
exercise the Renewal Option not later than six (61 months prior to the
expiration of the Term or the then current Renewal Term, as the case may
be.</LI>
<LI>Tenant shall not be in default under this Lease when the Renewal Notice is
given nor when the Renewal Term is scheduled to commence.</LI>
<LI>Upon giving a Renewal Notice, the Term of this Lease shall be deemed to be
extended as of the date of such Renewal Notice for a period of thirty-six (36)
months, and the Expiration Date shall be extended accordingly.</LI>
<LI>Except as otherwise provided below, the rights and obligations of both
Landlord and Tenant under this Lease during each Renewal Term shall be the same
as applicable during the original Term, including the continued Two and 50/100
percent (2.5%) annual increase of the Base Rent due during each ensuing "Lease
Year" (as hereinafter defined).</LI>
<LI>Landlord shall not be required to make any additional improvements to the
Premises as a result of Tenant exercising any Renewal Option.  However, should
Tenant elect to exercise the Renewal Option, and provided Tenant is not in
default hereunder, Landlord shall provide Tenant with a "refurbishment
allowance" of up to Three and 00/100 Dollars ($3.00) per square foot of Premises
net rentable floor area for the first Renewal Term, which amount shall be
increased five percent (5%) for each successive Renewal Term. The refurbishment
allowance shall, in each instance, be due and payable to Tenant upon Landlord's
receipt of written evidence of costs and expenses incurred by Tenant in
refurbishing the Premises following the commencement of each Renewal
Term.</LI></OL>
</OL>

<LI><A NAME="_Toc40609599"><U>Tenant's Right to Cancel Lease</U>.  Tenant shall
have the right to cancel this Lease (the "Cancellation Right") as of the third
(3<SUP>rd</SUP>) anniversary of the Commencement Date, provided that:  (i) the
Cancellation Right may not exercised if Tenant is in default under this Lease;
(ii) Tenant shall give Landlord written notice exercising the Cancellation Right
not later than the date one hundred eighty (180) days prior to the third
anniversary of the Commencement Date; and (iii) as a condition to such
cancellation, Tenant shall pay Landlord a cancellation fee in an amount equal to
the sum of Landlord's unamortized costs and expenses incurred in connection with
(A) the real estate commissions, attorney fees and other costs incurred in
executing this Lease and (B) the construction and installation of the Tenant
Improvements.  For the purposes of this Section 2.6, Landlord's cost and
expenses shall be amortized over the initial Term.</A></LI></OL>

<LI><A NAME="_Toc40609600">RENT AND SECURITY.</A></LI>
<OL>

<LI><A NAME="_Toc40609601"><U>Base Rent</U>.</A></LI>
<OL TYPE="a">

<LI>Tenant shall pay to Landlord the sum of TWO HUNDRED FORTY THOUSAND and
No/100 Dollars ($240,000.00) per annum as the "Base Rent" due for the Term;
which amount shall be payable in equal monthly installments of TWENTY THOUSAND
and No/100 Dollars ($20,000.00).  If the Term does not begin on the first day or
end on the last day of a calendar month, then the Base Rent for that partial
month shall be prorated by multiplying the monthly Base Rent by a fraction, the
numerator of which is the number of days of the partial month included in the
Term and the denominator of which is the total number of days in the full
calendar month.  The Base Rent shall be paid in advance on the first day of each
calendar month during the Term without advance notice, demand, offset, or
deduction, unless such offset or deduction is made by Tenant as expressly
permitted in this Lease or to recover any unpaid (non-appealable) arbitration
award or court judgment Tenant has against Landlord. All Base Rent and
Additional Rent (defined below) shall be paid to Landlord at the address
specified in this Lease for any notice to be given hereunder, or as Landlord may
otherwise specify in writing to Tenant.</LI>
<LI>The Base Rent shall be subject to adjustment as follows:  Beginning as of
the Commencement Date, each successive twelve (12) full calendar month period of
the Term shall be deemed to be a "Lease Year"; provided that should the Term
commence on a date other than the first day of a calendar month, the first Lease
Year shall also include the partial calendar month of the Commencement Date; and
further provided that the last Lease Year shall end as of the Expiration Date or
earlier termination date of this Lease. Commencing as of the second Lease Year
and continuing for each Lease Year of the Term, the annual Base Rent shall be
increased each Lease Year to an amount equal to One Hundred Two and 50/100
Percent (102.5%) of the Base Rent payable during the prior Lease Year. (i.e. The
Base Rent payable during the ensuing Lease Year shall be determined by
multiplying the Base Rent payable during the prior Lease Year by a factor of
102.5.) If any Lease Year is less than twelve (12) calendar months, the Base
Rent due for that Lease Year shall be prorated on a monthly basis.</LI>
<LI>Notwithstanding any provision of this Lease to the contrary, the Base Rent
due hereunder shall be reduced as follows:</LI>
<OL TYPE="i">

<LI>The Base Rent installments due for the first three (3) full calendar months
of the initial Term shall be abated in full.</LI>
<LI>Subject to the three (3) month full abatement set forth in (i) above, the
Base Rent due for the period from the Commencement Date through the end of the
fifth (5<SUP>th</SUP>) full calendar month of the initial Term, shall be based
on an annual Base Rent in the amount of One Hundred Fifty Thousand and No/100
Dollars ($150,000.00), and therefore payable in monthly installments of
$12,500.00 (which amount reflects payment of rent on approximately 15,000 square
feet of net rentable floor area).</LI>
<LI>The Base Rent due from the beginning of sixth (6<SUP>th</SUP>) through the
end of the ninth (9<SUP>th</SUP>) full calendar months of the initial Term shall
be based on an annual Base Rent in the amount of TWO HUNDRED THOUSAND AND NO/100
DOLLARS ($200,000.00), and therefore payable in monthly installments of
$16,667.00 (which amount reflects payment of rent on approximately 20,000 square
feet of net rentable floor area).</LI>
<LI>Beginning as of the tenth (10<SUP>th</SUP>) full calendar month of the
initial Term, the Base Rent shall be due in the amounts as otherwise set forth
above (which amount reflects payment of rent on approximately 24,000 square feet
of net rentable floor area).</LI></OL>
</OL>

<LI><A NAME="_Toc40609602"><U>Late Charges and Interest</U>.  If Tenant fails to
pay part or all of the Base Rent or Additional Rent (defined below) within five
(5) days after it is due, Tenant shall also pay: (i) a late charge equal to five
percent (5%) of such unpaid Base Rent and Additional Rent; to cover Landlord's
additional administrative costs; plus, (ii) interest at eighteen percent (18%)
per annum or the maximum rate then allowed by applicable law, whichever is less,
on the remaining unpaid amount, retroactive to the date originally due until
paid.</A></LI>
<LI><A NAME="_Toc40609603"><U>Additional Rent</U>.</A></LI>
<OL TYPE="a">

<U><LI>Definitions</U>.</LI>
<OL TYPE="i">

<LI>"Tenant's pro rata share" shall initially be Six and 46/100 percent (6.46%),
which amount is calculated by dividing the estimated net rentable floor area of
the Premises by the total combined net rentable floor area of all Project
buildings (currently 371,335 square feet) and multiplying the result by 100;
provided that Tenant's pro rata share shall be recalculated from time to time by
Landlord as provided herein and in the event that the rentable floor area of
either the Premises or the Project is materially altered during the Term.</LI>
<LI>"Property" means the Land and the Project office buildings and other
improvements constructed thereon, including the equipment and systems installed
as a part thereof.</LI>
<LI>"Real Estate Taxes" means (A) the real property taxes and currently due
installments of assessments, special or otherwise, imposed upon the Property,
and (B) the reasonable legal fees, costs, and disbursements incurred for
proceedings to contest, determine, or reduce Real Estate Taxes, but only to the
extent the Real Estate Taxes are reduced. Notwithstanding the foregoing however,
Real Estate Taxes shall exclude:  federal, state, or local income taxes;
franchise, gift, transfer, excise, capital stock, estate, succession, or
inheritance taxes; and penalties or interest for late payment of Real Estate
Taxes.</LI>
<LI>"Operating Expenses" means the reasonable, actual and necessary out-of-
pocket expenses incurred by Landlord that are directly attributable to the
operation, maintenance, management, and repair of the Project, as determined
under generally accepted accounting principles consistently applied (except
Landlord may use its normal accrual method of accounting), including: without
limitation the following: (A) salaries, wages, state and federal payroll taxes
(including unemployment taxes, and social security taxes) and other expenses
related to uniforms, vacation, holiday, leave of absence, insurance, welfare,
retirement, and other fringe benefits that are paid to employees, independent
contractors, or agents of Landlord engaged in the operation, repair, management,
maintenance and security of the Project (excluding executive personnel); (B)
repairs and maintenance of the Project and the cost of supplies, tools,
materials, and equipment for Project repairs and maintenance, that under
generally accepted accounting principles consistently applied, would not be
capitalized; (C) the installation, maintenance, repair and replacement of
signage for the Project, or buildings, except for the initial cost of
constructing the original signage; (D) installation, irrigation, maintenance,
and replacement of landscaping within the Common Areas, and alterations to the
Common Areas and maintenance of all drainage structures, except for the cost of
installing the original landscaping; (E) parking lot and driveway cleaning,
maintenance, signage, striping, coating and lighting; (F) costs relating to
adjacent properties outside of the Project which benefit the Project such as
parking areas, driveways, or drainage facilities whether such costs are incurred
directly by Landlord or are payable to the adjacent property owners or third
party if such costs would, except for being used outside of the Project Center,
be properly chargeable as Operating Expenses; (G) any costs for substituting
work, labor, materials, or services in place of any of the above items, or any
additional work, labor, materials, services, or improvements to comply with any
governmental laws, rules, regulations, or other requirements applicable to the
Project enacted after the completion of the initial construction of the Project
that, at the time of substitution or addition, are considered Operating Expenses
under generally accepted accounting principles consistently applied; (H)
premiums and other charges incurred by Landlord for insurance on the Project and
for employees specified above, including fire and extended coverage insurance,
earthquake, windstorm, hail, and explosion insurance, public liability and
property damage insurance, workers' compensation insurance, lost rents and
business interruption insurance, and any other insurance Landlord is required to
carry under this Lease, and any other insurance as is customarily carried by
operators of comparable first class office buildings in the Jacksonville,
Florida, area; (I)&nbsp;costs incurred for inspection and servicing, including
all outside maintenance contracts necessary or proper for the maintenance of the
Property, such as janitorial and window cleaning, rubbish removal,
exterminating, water treatment, elevator, electrical, plumbing, and mechanical
equipment, and the cost of materials, tools, supplies, and equipment used for
inspection and servicing; (J) costs incurred for electricity, water, gas, fuel,
or other utilities to Common Areas; (K) sales, use, and excise taxes on goods
and services purchased by Landlord on items included as Operating Expenses; (L)
license, permit, and inspection fees for the Property; (M) auditor's fees for
public accounting; (N) legal fees and costs related to the operation of the
Property, but excluding those relating to disputes with tenants, based upon
Landlord's negligence or other tortious conduct, relating to enforcing any
leases (except for enforcing lease provisions for the benefit of the Project
tenants generally), or relating to the defense of Landlord's title to, or
interest in, the Property; (O) a property management fee that is reasonable and
customary for properties comparable to the Property that are located in
Jacksonville, Florida; (P) the annual amortization over its useful life with a
reasonable salvage value on a straight-line basis of the costs of any capital
improvements made by Landlord and required by any changes in applicable laws,
rules, or regulations of any governmental authorities enacted after the Property
was fully assessed as a completed and occupied unit and the date of this Lease;
(Q) the annual amortization over its useful life with a reasonable salvage value
on a straight-line basis of the costs of any equipment or capital improvements
made by Landlord after the Property was fully assessed as a completed and
occupied unit and the date of this Lease, as a labor-saving measure or to
accomplish other savings in operating, repairing, managing, or maintaining of
the Property, but only to the extent of the savings realized as the result of
such equipment or capital improvements; (R) the annual amortization over its
useful life on a straight-line basis of the costs of any exterior window
draperies provided by Landlord and the carpeting in the Common Areas; and (S)
other costs reasonably necessary to operate, repair, manage, and maintain the
Property in a first class manner and condition.</LI>
<LI>Notwithstanding any provision of this Lease to the contrary however,
Operating Expenses shall not include the following:  (A) Real Estate Taxes; (B)
leasing commissions, costs, disbursements, and other expenses incurred for
leasing, renovating, or improving space for tenants of the Property; (C) costs
incurred by Landlord in discharging its obligation to construct and install the
Tenant Improvements as provided in this Lease; (D) costs (including permit,
license, and inspection fees) incurred in renovating, improving, decorating,
painting, or redecorating vacant space or space for Building tenants; (E)
Landlord's cost of electricity or other service sold to other Property tenants
for which Landlord is to be reimbursed as a charge over the Base Rent and
Additional Rent payable under the lease with that tenant; (F) costs of a capital
nature including capital improvements, capital repairs, capital equipment, and
capital tools, as determined under generally accepted accounting principles
consistently applied, except that the annual amortization of these costs shall
be included to the extent expressly permitted in Subsection 3.3a.iv hereof; (G)
depreciation and amortization on the Property, except as expressly permitted
elsewhere in this Lease; (H) costs incurred because the Landlord or another
Property tenant violated the terms of such tenant's lease; (I) interest on debt
or amortization payments on mortgages or deeds of trust or any other debt for
borrowed money; (J) compensation paid to clerks, attendants, or other persons in
commercial concessions operated by Landlord; (K) rentals and other related
expenses incurred in leasing air conditioning systems, elevators, or other
equipment ordinarily considered to be of a capital nature, except equipment used
in providing janitorial services that is not affixed to the Property; (L) items
and services for which Tenant reimburses Landlord or pays third parties or that
Landlord provides selectively to one or more Property tenants other than Tenant
without reimbursement; (M) advertising and promotional expenditures: (N) repairs
or other work needed because of fire, windstorm, or other casualty or cause
insured against by Landlord or to the extent Landlord's insurance required under
Section 5 would have provided insurance, whichever is the greater coverage; (O)
nonrecurring costs incurred to remedy structural defects in original
construction materials or installations made part of the Property; (P) any
costs, fines, or penalties incurred because Landlord violated any governmental
rule or authority; (Q) costs incurred to test, survey, cleanup, contain, abate,
remove, or otherwise remedy hazardous wastes or asbestos-containing materials
from the Property, unless the wastes or asbestos-containing materials were in or
on the Property because of Tenant's negligence or intentional acts; and (R)
other expenses that under generally accepted accounting principles consistently
applied would not be considered normal maintenance, repair, management, or
operation expenses of the Property.</LI></OL>

<U><LI>Payment</U>.  Beginning as of the Commencement Date, Tenant shall be
obligated to pay as "Additional Rent", Tenant's pro rata share of both the
Operating Expenses and the Real Estates Taxes, as estimated in advance by
Landlord for each calendar year of the Term. The Additional Rent shall be paid
in monthly installments equal to one-twelfth of Landlord's estimated amount for
that calendar year. Each installment of Additional-Rent shall be paid along with
the Base Rent payment due for that month. The Additional Rent due for any
partial month of occupancy shall be prorated on a daily basis. Additional Rent
shall be paid based on Landlord's good faith estimate of the Operating Expenses
and the Real Estate Taxes payable during each calendar year occurring during the
Term; provided that Tenant's payment of Additional Rent due during the calendar
year of the Commencement Date shall be based on an annual total of $2.25 per
square foot of net rentable floor area, based on the following estimates for
such calendar year:</LI>
<OL TYPE="i">

<LI>Operating Expenses: &#9;$1.77 per square foot</LI>
<LI>Real Estate Taxes:&#9;$.48 per square foot</LI></OL>

<P>It is further understood and agreed that Tenant's pro rata share of the
Operating Expenses, excluding utility expenses and insurance premium costs,
payable in any calendar year of the Term shall not exceed an amount equal to
Tenant's pro rata share of the Operating Expenses due during the calendar year
of the Commencement Date (less utility and insurance expense) increased by a
factor of five percent (5%) (i.e. multiplied by 1.05) for each calendar year of
the Term following the calendar year of the Commencement Date.</P>
<U><LI>Reconciliation</U>.  On or before March 31<SUP>st</SUP> of each calendar
year during the Term following the calendar year of the Commencement Date,
Landlord shall provide Tenant with a reconciliation statement showing (i) the
total payments of Tenant's prorata share of the Operating Expenses and the Real
Estate taxes as estimated by Landlord during the previous calendar year and (ii)
the actual amount of Tenant's prorata share of the Operating Expenses and the
Real Estate Taxes as incurred by Landlord during that previous calendar year. In
the event that Landlord's reconciliation statement reflects an underpayment of
Additional Rent by Tenant, Landlord shall also deliver to Tenant an invoice for
such deficiency, and Tenant shall Day the amount due to Landlord within thirty
(30) days following receipt of said invoice. Should Tenant fail to make full
payment within said 30-day period, Tenant shall also be obligated to pay
Landlord a late charge equal to five percent (5%) of the amount due) plus
interest on the amount due from the end of such 30-day period until paid at the
lesser of eighteen percent (18%) per annum or the maximum rate allowed by law.
If Landlord's reconciliation statement reflects an overpayment of Additional
Rent by Tenant, Tenant shall be entitled to receive a credit against the next
payments) of Base Rent and Additional Rent due hereunder, anti any overpayment
not credited to Tenant prior to the termination of this Lease shall be credited
to any amount due Landlord as of such termination date, with any remaining
balance to be refunded within sixty (60) days following such termination date.
Landlord's annual reconciliation statement of Additional Rent shall also contain
Landlord's estimate of Tenant's Additional Rent obligations for that ensuing
calendar year; provided that until such time as Tenant receives Landlord's
annual reconciliation statement, Tenant shall continue making the same monthly
payment of Additional Rent due during the preceding calendar year.  Delivery of
Landlord's annual reconciliation statement after March 31<SUP>st</SUP> shall not
be deemed to be a waiver of any right or obligation hereunder. The provisions of
this Subsection shall survive the expiration of earlier termination of this
Lease.</LI>
<U><LI>Tenant's Audit Rights</U>.  Provided Tenant gives Landlord written notice
of objection within thirty (30) days following receipt of Landlord's annual
reconciliation statement, Tenant shall have the right, for a period of sixty
(60) days following the date of Tenant's notice of objection, to inspect
Landlord's books and records pertaining to the reconciliation of Additional Rent
for the previous calendar year and the projection of Additional Rent for the
current calendar year.  Tenant's audit of Landlord's books and records must be
conducted in the office of Landlord's property manager during normal business
hours upon reasonable advance written notice to Landlord. The books and records
shall be kept by Landlord in accord with generally accepted accounting
principles consistently applied. If Tenant disputes the accuracy of Landlord's
annual reconciliation statement, Tenant shall still pay the amount shown owing.
Tenant may, however, within said 60-day inspection period, begin arbitration of
any dispute as provided in this Lease. Tenant may recover that part of the
Additional Rent paid (plus interest at eighteen percent (18%) per year or the
maximum then allowed by applicable law, whichever is less), because of any
errors in Landlord's annual reconciliation statement or Landlord's books and
records pertaining to Additional Rent. If Tenant does not file for arbitration
within said 60-day period, then Tenant shall be deemed to have accepted as final
the amount shown owing on the Landlord's annual reconciliation statement.</LI>
<U><LI>Gross-Up of Operating Expenses</U>.  In the event that less than 95% of
the net rentable floor area of the Project is leased during any calendar year of
the Term, Landlord's projection of the Operating Expenses to be incurred during
such calendar year shall be adjusted ("grossed-up") to reflect that amount of
Operating Expenses that would be reasonably expected to be incurred during such
calendar year if the Project was 95% occupied. In grossing-up the Operating
Expenses, Landlord shall adjust only those expenses that would be reasonably
anticipated to increase in proportion to the occupancy of the Project.  In
preparing the annual reconciliation statement, Landlord shall also gross-up the
Operating Expenses actually incurred during the previous calendar year to
reflect the amounts that would have been incurred if 95% of the net rentable
floor area of the Project had been occupied during such calendar year.</LI>
<U><LI>Real Estate Tax Calculations</U>.  In making projections of the annual
Real Estate Taxes pursuant to this Subsection, Landlord shall base such
projections on Landlord's reasonable estimate of the assessed value of the
Project and the millage rate to be applied by the taxing authority; and such
projections shall reflect the gross amount of Real Estate Taxes for such
calendar year. In preparing the annual reconciliation statement, Landlord's
calculations shall be based upon the Real Estate Taxes actually paid for the
previous calendar year, taking into account any discount received for early
payment.  Landlord shall not be required to gross-up Real Estate Taxes.  Should
Landlord successfully contest the amount of Real Estate Taxes assessed in any
calendar year of the Term, any reduction in the Real Estate Taxes for that
calendar year, less the cost of contesting the original assessment, shall be
reflected in Landlord's annual reconciliation statement.</LI>
<U><LI>Special Services</U>.  Tenant shall be obligated to pay, as Additional
Rent, Tenant's proportionate share of any Special Operating Expenses on account
of Special Services furnished to the Premises, if any, determined by dividing
the net rentable floor area of the Premises by the total net rentable floor area
of all premises being furnished the respective Special Services. "Special
Services" shall include any services furnished by Landlord to Tenant and any
other Project tenants based on specific needs or requirements not common to
Project tenants as a whole and not considered to be among the services provided
by Landlord that are included in the computation of the Operating Expenses.
"Special Operating Expenses" shall include the costs and expenses incurred by
Landlord as a consequence of providing any Special Services.</LI></OL>

<LI><A NAME="_Toc40609604"><U>Rent Taxes</U>.  In addition to the payments of
the Base Rent and the Additional Rent, Tenant shall pay to Landlord, along with
any such payments, a sum equal to the sales tax imposed by the State of Florida,
Duval County, or any other taxing authority, as well as any other tax on rental
payments or similar charge now existing or hereafter imposed on the privilege of
leasing space or collection of rent.</A></LI>
<LI><A NAME="_Toc40609605"><U>Personal Property Tax</U>.  Before delinquency
Tenant shall pay taxes assessed during the Term against trade fixtures or
personal property placed by Tenant in the Premises.  If these taxes are assessed
against the Property, Tenant shall pay its share of such taxes to Landlord
within ten (10) days after receiving Landlord's written statement setting forth
the amount of taxes applicable to Tenant's personal property and the basis for
the charge to Tenant. Tenant's failure to pay within the ten-day period shall
entitle Landlord to the same remedies it has upon Tenant's failure to pay the
Base Rent.</A></LI>
<LI><A NAME="_Toc40609606"><U>Security Deposit</U>.</A></LI>
<OL TYPE="a">

<LI>As of the execution date of this Lease, Tenant shall deposit the sum of
TWENTY-ONE THOUSAND THREE HUNDRED AND NO/100 DOLLARS ($21,300.00) with Landlord,
such amount (the "Security Deposit") to be held by Landlord as security for the
performance by Tenant of each of the terms and provisions of this Lease on
Tenant's part to be performed; provided that the amount of the Security Deposit
shall be adjusted in the event that the net rentable floor area of the Premises
is adjusted upon finalizing the preliminary space plan or in the event that the
net rentable floor area of the Premises is adjusted upon finalizing the
preliminary space plan or in the event Tenant exercises the Expansion
Option.</LI>
<LI>Landlord shall hold the Security Deposit in a separate interest-bearing
account; provided that (i) the income tax due on interest earned shall be paid
by Tenant and (ii) all accrued interest shall remain in such account and be held
as part of the Security Deposit.</LI>
<LI>Landlord may apply any part of the Security Deposit to satisfy any default
of Tenant and any expenses arising from such default including, but not limited
to, any damages or deficiency in payment of Base Rent or Additional Rent before
or after re-entry by Landlord; provided that Tenant shall, upon demand, deposit
with Landlord the full amount so applied, in order that Landlord shall have the
full Security Deposit on hand at all times during the Term of this Lease.  If
Tenant shall comply fully with all of the terms of this Lease, then the Security
Deposit shall be returned to Tenant after the Expiration Date of the Lease. In
the event of a sale or lease of the Property or any portion thereof which
includes the Building, Landlord may transfer the Security Deposit to the
purchaser thereof, and Landlord shall thereupon be released from all liability
for the return of the Security Deposit. This provision shall apply to every
transfer or assignment of the Security Deposit to a new landlord. Tenant shall
not be permitted to assign or encumber the Security Deposit.</LI></OL>

<LI><A NAME="_Toc40609607"><U>Additional Security</U>.</A></LI>
<OL TYPE="a">

<LI>As of the execution date of this Lease, Tenant shall, in addition to the
Security Deposit, provide Landlord with a letter of credit, in a substantially
the form attached as Exhibit "G" to this Lease drawn on an FDIC-insured U.S.
bank (the "issuing bank"), the face amount of such letter of credit (the "letter
of credit") to be as follows:</LI>
<OL TYPE="i">

<LI>For the first and second Lease Years, $500,000.00;</LI>
<LI>For the third Lease Year. $410.000.00:</LI>
<LI>For the fourth Lease Year, $320,000.00; and</LI>
<LI>For the fifth Lease Year, $160,000.00;</LI></OL>

<P>provided that the face amount of the letter of credit shall be so reduced by
the issuing bank only upon presentation of a "Reduction Certificate", as defined
in Exhibit "G". Commencing as of the second (2<SUP>nd</SUP>) Lease Year, and
during January of each succeeding Lease Year, Tenant shall have the right to
give Landlord a written request for a Reduction Certificate, and within fifteen
(15) days following the effective date of such request, Landlord shall deliver
to Tenant either a Reduction Certificate or written notice of any defaults) by
Tenant under n&#9;this Lease, the existence of which permits Landlord to refuse
to deliver the Reduction Certificate as requested. In the event that Landlord
refuses to deliver a Reduction Certificate due to any defaults) by Tenant,
Landlord shall, upon receipt of Tenant's request following satisfactory cure of
such default(s), deliver the Reduction Certificate to Tenant as requested.</P>
<LI>Said letter of credit shall provide that it is being given to Landlord as
security for Tenant's full and faithful performance of its obligations under
this Lease and that, upon receipt of Landlord's written notice of demand, the
issuing bank unconditionally agrees to pay the full amount of the letter of
credit to Landlord; provided that Landlord's notice shall certify that Tenant is
in default under this Lease and shall specify the nature of such default.  A
copy of Landlord's demand notice with respect to said letter of credit shall
also be given to Tenant.  In the event that Landlord draws upon Tenant's letter
of credit, the amount received shall be applied as necessary to cure Tenant's
default, and the remaining balance, if any, shall continue to be held by
Landlord as part of the Security Deposit under this Lease. Notwithstanding any
provision hereof to the contrary, however, the face amount of Tenant's letter of
credit shall not be reduced as set forth above in the event that Tenant is in
default under this Lease.</LI></OL>
</OL>

<LI><A NAME="_Toc40609608">AFFIRMATIVE OBLIGATIONS OF LANDLORD AND
TENANT.</A></LI>
<OL>

<LI><A NAME="_Toc40609609"><U>Compliance with Laws</U>.</A></LI>
<OL TYPE="a">

<U><LI>Landlord's Compliance</U>.  Landlord warrants, that on the Commencement
Date, the Building and the Premises (including all Tenant Improvements) will
comply with all laws, ordinances, rules, and regulations of local, state and
federal governmental authorities applicable thereto ("Applicable Laws").  During
the Term, Landlord shall comply with all Applicable Laws regarding the Premises
and Building, except to the extent Tenant must comply with respect to the
Premises, as provided below in Section 4.1b.</LI>
<U><LI>Tenant's Compliance</U>.  Tenant shall, at Tenant's expense, comply with
all Applicable Law pertaining to Tenant's use and occupancy of the Premises.
Tenant shall give Landlord prompt written notice of any notice Tenant receives
pertaining to the non-compliance with any Applicable Laws pertaining to the
Premises or Tenant's use thereof.</LI></OL>

<LI><A NAME="_Toc40609610"><U>Services and Utilities</U>.</A></LI>
<OL TYPE="a">

<U><LI>Landlord's Obligations</U>.  Landlord shall be obligated to provide the
following services and utilities:  (i) maintenance of the Building interior (if
any) and exterior Common Areas in a manner comparable to other first class
office buildings located in Jacksonville, Florida; (ii)&nbsp;HVAC service to
Common Areas only; (iii)&nbsp;landscaping maintenance; (iv) electrical utility
service to interior and exterior Common Areas only; (v) pest control service to
the Premises and all interior and exterior Common Areas; (vi) janitorial
services to interior Common Areas, if any; (vii) window washing and pressure
washing of Building exterior surfaces only; (viii) regular sweeping and
maintenance of parking lot. including lighting: (ix) maintenance of elevators,
if any, and any other equipment serving the Building or the Project tenants
generally; (x) regular removal of typical administrative office trash from the
dumpsters or other receptacles located in and around the Project as designated
by Landlord for Tenant's disposal of such trash; and (xi) security service to
the Premises and the Project, including without limitation the Common Areas and
parking facilities, such security to be provided by unarmed security guards in
stationary locations and/or on mobile patrol during the hours of 6:00 PM to 6:00
AM, Monday through Thursday, and 6:00 PM on Friday through 6:00 AM on Monday,
and 24-hours per day on all federal, state and local observed holidays. Project
security will be provided by Landlord's Project operation personnel during all
other times. Landlord may, at Landlord's reasonable discretion, install cameras,
sensors and alarm systems which monitor access points of interior courtyard
areas.</LI>
<U><LI>Tenant's Obligations</U>.</LI>
<OL TYPE="i">

<LI>Tenant shall, at Tenant's expense, obtain metered electrical power service
to the Premises. Tenant shall promptly pay all expenses related to electrical
power usage for the Premises and the HVAC equipment serving the Premises.
Landlord shall not be responsible for any interruption to Tenant's HVAC system
or electrical power service, except as may be due to negligence or willful
misconduct of Landlord, its employees, contractors or agents.</LI>
<LI>Tenant shall, at Tenant's expense, provide to the Premises (but not the
Common Areas): (a) regular janitorial and trash removal services, all trash
removed from the Premises to be placed in those dumpsters and other receptacles
as designated by Landlord; (b) regular periodic cleaning of the carpets and
other floor coverings as necessary to maintain same in good condition; (c)
regular cleaning of the interior surfaces of all windows and walls within the
Premises: periodic repainting and replacement of carpet and other floor
coverings as necessary to maintain same in good and serviceable condition; and
(e) any other service deemed necessary by Tenant in connection with Tenant's use
and occupancy of the Premises, other than the services to be provided hereunder
by Landlord. Should Tenant's permitted use of the Premises generate trash or
other waste of a type not normally classified as office trash or in a volume
disproportionate to the floor area of the Premises, Tenant shall reimburse
Landlord on a monthly basis for the cost of any extra removal service or the
placement and servicing of any additional or special dumpsters or other special
receptacles.</LI>
<LI>Tenant shall, at Tenant's expense, install, repair and maintain all voice
and data communication wiring and equipment necessary or desirable to Tenant's
use of the Premises.</LI></OL>

<U><LI>Temporary Closing</U>.  Landlord may temporarily close the Building if
required because of a life-threatening or Building-threatening situation.
Landlord shall use its best efforts to close the Building during nonbusiness
hours only.</LI>
<U><LI>Interruption of Services</U>.  Landlord does not warrant that any
services Landlord supplies will not be interrupted. Services may be interrupted
because of accidents, repairs, alterations, improvements, or any reason beyond
the reasonable control of Landlord, and in such event, Landlord shall not be
liable to Tenant for damages nor shall such interruption be considered an
eviction of Tenant or an unreasonable disturbance of Tenant's possession and use
of the Premises so as to relieve Tenant from payment of Base Rent or Additional
Rent or performance of Tenant's obligations under this Lease.</LI>
<U><LI>Electric Utility Deregulation</U>.  It is understood and agreed that
during the Term electrical utility service providers may be subject to
deregulation, resulting in utility services being available from alternative
providers. Landlord shall have the right, at any time and from time to time
during the Term, to contract for electrical utility services from one or more
service providers other than the utility company providing Such services as of
the date of this Lease; and in such event, Tenant shall cooperate with Landlord
as necessary to permit changes from one service provider to another, including
allowing Landlord and the service providers) access to the electrical wiring and
other equipment servicing the Premises.</LI></OL>

<LI><A NAME="_Toc40609611"><U>Repairs and Maintenance</U>.</A></LI>
<OL TYPE="a">

<U><LI>Tenant's Care of Premises</U>. Tenant shall, at Tenant's expense, keep
the Premises in good order and condition, including without limitation HVAC
equipment, windows, all non-structural partitions, ceilings, plumbing,
electrical system, Tenant signage, and any other repairs and maintenance not
otherwise required to be performed by Landlord hereunder. Tenant shall at no
time commit waste of the Premises or any part of the Building or the Project.
Tenant shall, at Tenant's expense, make repairs and replacements to the Premises
or Building (including fixtures and equipment) needed because of Tenant's misuse
or primary negligence, except to the extent that the repairs or replacements are
covered by Landlord's insurance or the insurance Landlord is required to carry
under this Lease; provided that Tenant shall not be required to make such
repairs and replacements if the Lease is terminated due to casualty damages,
condemnation, or Landlord's default.</LI>
<U><LI>Landlord's Repairs</U>.  Landlord shall, at Landlord's expense, make the
repairs and replacements necessary to maintain the Building (subject to Tenant's
obligations to maintain the Premises as set forth in Section 4.3a hereof) and
the Project in a condition comparable to other first class office buildings in
the Jacksonville, Florida, area, including the Building roof, foundation,
exterior walls, and all structural components, and all Building mechanical,
electrical, HVAC, and plumbing systems serving the Building Common Areas;
provided that, if any repair is required due to the primary negligence or
misconduct of Tenant, its employees, contractors, agents, customers or other
invitees, Landlord shall make sure repairs at Tenant's expense, which expense
shall be treated as Additional Rent payable by Tenant within five (5) days of
Landlord's notice of amount due.</LI>
<U><LI>Time for Repairs</U>.  Repairs or replacements required pursuant to this
Subsection shall be made within a reasonable time (depending on the nature of
the repair or replacement needed) after receiving written notice from Tenant of
the need for such repair or replacement.</LI>
<U><LI>Landlord's Right to Make Repairs</U>.  If Tenant fails to make any
repairs or replacements as required by this Lease, Landlord may at its notion
cause such repairs or replacements to be made at Tenant's expense, and in such
event, Tenant shall pay the reasonable cost thereof to Landlord as Additional
Rent within five (5) days following Landlord's notice of the amount due.</LI>
<U><LI>Tenant's HVAC Equipment</U>.  Subject to Landlord's obligations to
furnish the Tenant Improvements, all HVAC equipment servicing the Premises shall
be provided and installed by Tenant, at Tenant's expense. Landlord shall,
however, cause Tenant's HVAC equipment to be regularly serviced by a licensed
HVAC maintenance company as reasonably necessary to maintain such equipment in
good working order and condition, subject to Tenant's obligation to pay the
reasonable costs of such regular service and maintenance. Landlord shall
periodically deliver to Tenant a statement reflecting the charges incurred in
connection with the regular service and maintenance of ' Tenant's HVAC
equipment, and Tenant shall pay Landlord the full amount of such charges within
fifteen (15) days following delivery of Landlord's statement. Landlord shall,
from time to time, obtain from other licensed HVAC maintenance companies
competitive bids with respect to the regular service and maintenance of HVAC
equipment belonging to Project tenants, thus insuring that the charges paid by
Tenant for such services shall be fair and reasonable. Any major repairs
necessary to keep Tenant's HVAC equipment operational and in good working order
and all replacements of HVAC equipment not covered by warranty as to equipment
furnished by Landlord shall be promptly made by Tenant, at Tenant's sole
expense, using a licensed HVAC contractor approved by Landlord. Any damage to
the Building, including the roof, incurred as a consequence of such HVAC repair
or replacement shall be repaired by Tenant, at Tenant's sole expense, using a
contractor approved by Landlord.</LI></OL>

<LI><A NAME="_Toc40609612"><U>Surrendering the Premises</U>. Upon the Expiration
Date, Tenant shall surrender the Premises to Landlord in the same broom clean
condition that the Premises were in on the Commencement Date except for:
ordinary wear and tear; damage by the elements, fire, and other casualty, unless
Tenant would be required to repair same under this Lease; condemnation; damage
arising from any cause not required to be repaired or replaced by Tenant; and
Alterations to the Premise as permitted by this Lease, unless Landlord's consent
to such Alterations was conditioned on the removal of same. Upon surrendering
the Premises, Tenant shall remove from the Premises Tenant's personal property,
trade fixtures, and any alterations required to be removed under this Subsection
and repair any damage to the Premises caused by such removal. Any items not
removed by Tenant as required above shall be considered abandoned. Landlord may
dispose of abandoned items as Landlord chooses and charge Tenant for the cost of
their disposal, less any revenues received by Landlord for their
disposal.</A></LI>
<LI><A NAME="_Toc40609613"><U>Parking</U>.  Landlord represents and warrants to
Tenant that there are sufficient parking spaces located in the parking areas
servicing the Project as required by all applicable zoning ordinances. Based on
Tenant's use w of the Premises as permitted under this Lease, Tenant shall be
entitled to the non-exclusive use up to a maximum of ONE HUNDRED FORTY-FOUR
(144) unassigned spaces in the Project parking area, to be used by Tenant, its
employees, customers, clients and invitees; provided that such maximum parking
space allowance is calculated on the basis of six (6) spaces per 1,000 square
feet of net rentable floor area of the Premises, and in the event of any
adjustment to said net rentable floor area as provided herein, the maximum
parking space allowance shall be recalculated accordingly. Tenant shall
cooperate with Landlord as necessary to confirm that Tenant is in compliance
with the limitations set forth in this Subsection.</A></LI></OL>

<LI><A NAME="_Toc40609614">TENANT'S RIGHTS AND OBLIGATIONS</A></LI>
<OL>

<LI><A NAME="_Toc40609615"><U>Alterations</U>.</A></LI>
<OL TYPE="a">

<U><LI>Definitions</U>.  "Alterations" means alterations, additions,
substitutions, installations, changes, and improvements made to the Premises,
but excludes minor decorations and the Tenant Improvements Landlord is required
to make hereunder.</LI>
<U><LI>Consent</U>.  Tenant shall not make Alterations without the Landlord's
advance written consent. Tenant shall furnish Landlord with reasonably detailed
plans and specifications of any proposed Alterations. Landlord's consent shall
not be unreasonably withheld or unduly delayed for nonstructural interior
Alterations to the Premises that do not adversely affect the Building's
appearance, value, and structural strength. Landlord may, however, impose
reasonable conditions to its consent to any proposed Alterations. Tenant shall
modify plans and specifications for any proposed Alterations as may be
reasonably required by Landlord, including the removal of such Alterations at
the termination of this Lease. Upon demand Tenant shall give Landlord evidence
that it complied with any condition set by Landlord. Alterations will not be
permitted to the extent that Landlord determines that such Alterations would
void any warranty of the Building roof and Building system. Tenant shall be
responsible for all damage to the Building and the Project resulting from the
construction and installation of the Alterations.</LI>
<U><LI>Construction and Installation</U>. Tenant shall give Landlord not less
than fifteen (15) days prior written notice of intent to commence construction
and installation of the Alterations as approved by Landlord. The Alterations
shall be constructed and installed: in accord with the Landlord-approved plans
and specifications; in a workmanlike manner; in compliance with all applicable
laws, regulations, rules, ordinances, and other requirements of governmental
authorities; using new materials and installations at least equal in quality to
the original Building materials and installations; without unreasonable
disturbance of the quiet possession of the other Building tenants; without
unreasonable interference with the operation, or maintenance of the Property;
and with due diligence. Tenant shall use workers and contractors who Landlord
employs or approves in advance in writing, which approval shall not be
unreasonably withheld or unduly delayed. Tenant's contractors shall carry
builder's risk insurance in an amount then customarily carried by prudent
contractors and workers' compensation insurance for its employees in statutory
limits. If the estimated cost of the Alterations exceeds $10,000.00, Tenant
shall supply a lien and completion bond, bank letter of credit, or other
security satisfactory to Landlord, in an amount equal to the estimated cost to
insure Landlord against materials and mechanics' liens and against completion of
the Alterations. Tenant shall give Landlord complete as-built mylar drawings
upon completion of the Alterations.</LI>
<U><LI>Payment and Ownership of the Alterations</U>. Alterations made under this
Subsection shall be at Tenant's expense. The Alterations shall become the
property of the Landlord upon termination of this Lease, except for those
Alterations required to be removed by Tenant, if any. Nevertheless, Tenant may
remove its trade fixtures, furniture, equipment, and other personal property,
provided Tenant promptly repairs any damage caused by ' their removal.</LI></OL>

<LI><A NAME="_Toc40609616"><U>Assignment and Subleasing</U>.</A></LI>
<OL TYPE="a">

<U><LI>Consent Required</U>.  Tenant shall not transfer, mortgage, encumber or
assign any interest in, this Lease, or sublease all or any part of the Premises
without first obtaining Landlord's advance written consent in each such
instance. Landlord's consent to any transfer, mortgage, encumbrance, assignment
or sublease shall not be unreasonably withheld or unduly delayed; provided,
however, that in the event Tenant requests Landlord's consent to an assignment
of this Lease or a sublease to substantially . all of the Premises with less
than twenty-four (24) months remaining in the then current Term, Landlord shall
have the right to cancel this Lease as of the effective date of the proposed
assignment or sublease. It is further understood and agreed that if Tenant shall
at any time be a corporation, limited liability company, partnership association
or other such entity, then any transfer (or group of related transfers) of more
than fifty percent (50 %) of the beneficial interest or fifty percent (50 %) of
the ownership of controlling interest in Tenant shall constitute an assignment
of this Lease and shall require Landlord's prior written consent as provided
above.</LI>
<U><LI>Reasonableness</U>.  Landlord's consent shall not be considered
unreasonably withheld if the proposed subtenant's or assignee's: financial
responsibility does not meet the same criteria Landlord uses to select
comparable Project tenants; occupancy of the Building is not suitable for the
Project, considering the business of the other Project tenants and the prestige
of the Project; or proposed use of the Premises is inconsistent with the use
expressly permitted under this Lease.</LI>
<U><LI>Procedure</U>.  Tenant must provide Landlord in writing: the name and
address of the proposed subtenant or assignee; the nature of the proposed
subtenant's or assignee's business it will operate in the ; Premises; the terms
of the proposed sublease or assignment; and reasonable financial information so
that Landlord can evaluate the proposed subtenant or assignee. Landlord shall,
within thirty (30) business days after receiving the information under this
Subsection, either (i) request further information as may be reasonably
necessary to enable Landlord to evaluate Tenant's request or (ii) give notice to
Tenant to permit or deny the proposed sublease or assignment. If Landlord denies
consent, it must explain the reasons for the denial. If Landlord grants approval
or if Landlord does not give the required notice within said ten (10) business-
day period, then Tenant may sublease or assign part or all of the Premises upon
the same terms as submitted to Landlord for approval.</LI>
<U><LI>Affiliates</U>.  Notwithstanding the provisions of this Subsection,
Tenant may assign or sublease part or all of the Premises without Landlord's
consent to: any corporation, partnership or other entity that controls, is
controlled by, or is under common control with, Tenant; or any corporation or
other entity resulting from the merger or consolidation with Tenant; or to any
entity that acquires all of Tenant's assets as a going. concern of the business
that is being conducted on the Premises, as long as the assignee or sublessee is
.a bona fide entity and assumes the obligations of Tenant.</LI>
<U><LI>Conditions</U>.  Sublessees of part or all of the Premises and any
assignees of this Lease shall also be subject to all of the provisions of this
Lease, except as may be expressly modified or amended by the terms and
conditions of Landlord's approval of same. Notwithstanding Landlord's approval
of any assignment of this Lease or sublease of part or all of the Premises,
Tenant shall remain liable for all Lease obligations, and the Security Deposit
and the letter of credit provided by Tenant as additional security shall
continue to be held by Landlord as security for the performance of this Lease by
Tenant's assignee or sublessee, as the case may be. Landlord's consent to any
one sublease or assignment does not waive the consent requirement for future
assignments or subleases.</LI>
<U><LI>Payment of Excess Consideration</U>.  Fifty (50) percent of the
consideration received by Tenant from an assignment or sublease that exceeds the
amount Tenant must pay Landlord pursuant to this Lease (the "Excess
Consideration"), which amount is to be prorated where a part of the Premises is
subleased or assigned, shall also be paid to Landlord. Excess Consideration
shall be net of reasonable leasing commissions paid by Tenant, payments
attributable to the amortization of the cost of any improvements made to the
Premises at Tenant's cost for the assignee or sublessee, and other reasonable,
out-of-pocket costs paid by Tenant, such as attorneys' fees directly related to
the Tenant's obtaining the assignee or sublessee. Tenant shall pay this Excess
Consideration to Landlord at the end of each calendar year during which Tenant
collects any Excess Consideration, and each such payment shall be sent with a
detailed statement showing: the total consideration paid by the subtenant or
assignee; and any exclusions from the consideration permitted hereunder.
Landlord shall have the right to audit Tenant's books and records to verify the
accuracy of the detailed statement of Excess Consideration.</LI></OL>
</OL>

<LI><A NAME="_Toc40609617">INSURANCE AND INDEMNIFICATION.</A></LI>
<OL>

<LI><A NAME="_Toc40609618"><U>Insurance</U>.</A></LI>
<OL TYPE="a">

<U><LI>Landlord's Insurance</U>.  Landlord shall, at Landlord's expense, keep
the Property, including the Tenant Improvements, insured against damage and
destruction by fire, vandalism, and other perils in the amount of the full
replacement value thereof as may exist from time to time. Such insurance shall
include an extended coverage endorsement of the kind required by an
institutional lender to repair and restore the Building. The premium cost of all
of the insurance coverage maintained by Landlord pursuant to this Subsection
shall be part of the Operating Expenses.</LI>
<U><LI>Property Insurance</U>.  Landlord and Tenant shall each keep their
respective personal property and trade fixtures located in the Premises and
Building insured with "all risks" insurance in an amount to cover one hundred
(100%) percent of the replacement cost of such property and fixtures. Tenant
shall also keep any non-Building-standard improvements made to the Premises at
Tenant's request insured to the same degree as Tenant's , personal
property.</LI>
<U><LI>Liability Insurance</U>.  Both Landlord and Tenant shall each maintain
contractual and comprehensive general liability insurance, including public
liability and property damage, with a minimum combined single limit of liability
of One Million Dollars ($1,000,000.00) for personal injuries or deaths of
persons occurring in or about the Building and the Property.</LI>
<U><LI>Waiver of Subrogation</U>.  Both Landlord and Tenant hereby waive claims
arising in any manner in its (the "Injured Party's") favor and against the other
party for loss or damage to the Injured Party's property located within or
constituting a part or all of the Building, provided that such waiver shall
apply only to the extent the loss or damage is covered by the Injured Party's
insurance. This waiver also applies to each party's directors, officers,
employees, shareholders, and agents. The waiver does not apply to claims caused
by a party's willful misconduct, including without limitation any dishonest or
fraudulent acts. If despite a party's best efforts it cannot find an insurance
company that will give the foregoing waiver at reasonable commercial rates, then
it shall give notice to the other party within thirty (30) days after the
Commencement Date. The other party shall then have thirty (30) days to find an
insurance company that will issue a policy containing the waiver. If the other
party also cannot find such an insurance company, then both parties shall be
released from their obligation to obtain the waiver. If an insurance company is
found but it will give the waiver only at rates greater than normal commercial
premium rates, then the parties shall, in good faith, attempt to negotiate a
mutually acceptable agreement as to the payment of such premiums; provided that
if the parties are unable to mutually agree, despite their good faith efforts,
then both parties shall be released from their obligation to obtain the
waiver.</LI>
<U><LI>Increase in Insurance</U>. The insurance coverage required of each party
by this Lease are subject to review at the end of each three-year period
following the Commencement Date.  At each review, if necessary to maintain the
same level of coverage that existed on the Commencement Date, the amounts of
coverage shall be adjusted to an amount equal to the lesser of: the amounts of
coverage carried by prudent landlords and tenants of comparable first class
office buildings in the Jacksonville, Florida, area; or twenty-five (25 %)
percent higher than the previous insurance amounts. Notwithstanding the
foregoing however, insurance coverage on personal property and fixtures shall
always be maintained in an amount at least equal to 100% of the replacement cost
thereof. Either party may make the review and request appropriate adjustment
based upon this review within sixty (60) days after each three year period ends.
If the parties do not agree to the amount of the adjustment, then the party
requesting the adjustment may submit the dispute to arbitration, as provided in
this Lease, within thirty (30) days of the request for the adjustment.  Landlord
shall not request Tenant to adjust its insurance coverage unless it makes, at
appropriate times, similar requests of all other Project tenants whose insurance
coverage is below the amount carried by prudent tenants of office buildings
comparable to the Project.</LI>
<U><LI>Insurance Criteria</U>.  Insurance policies required by this Lease shall
be issued by insurance companies licensed to do business in the State of Florida
with general policyholder's ratings of at least A and a financial rating of at
least 9 in the most current Best's Insurance Reports available. If the Best's
ratings are changed or discontinued, the parties shall agree to an equivalent
method of rating insurance companies. If the parties cannot agree they shall
submit the dispute to arbitration under this Lease. Such policies shall also:
(i) name the non-procuring party and Landlord's property management company and
mortgagee (whose name and address have been provided by Landlord) as an
additional insured parties as their respective interests may appear; (ii)
provide that the insurance not be canceled or materially changed in the scope or
amount of coverage unless thirty (30) days' advance notice is given to the non-
procuring party; (iii) be primary policies and not as contributing with, or in
excess of, the coverage that the other party may carry; (iv) be permitted to be
carried through a "blanket policy" or "umbrella" coverage; have deductibles not
greater than is reasonable and customary; and (v) be maintained during the
entire Term and any extension or renewal thereof.</LI>
<U><LI>Evidence of Insurance</U>.  By the Commencement Date and upon each
renewal of its insurance policies, each party shall give certificates of
insurance to the other party. Each certificate shall specify amounts, types of
coverage, the waiver of subrogation, and the insurance criteria listed in this
Subsection. If either party fails to give the required certificate within thirty
(30) days after notice of demand for it, the other party may obtain and pay for
that insurance and receive reimbursement from the party required to have the
insurance.</LI>
<U><LI>Tenant's Acts</U>.  Tenant will not do or permit anything to be done upon
or bring or keep or permit anything to be brought or kept upon the Premises, the
Building or the Project which will increase Landlord's rate of insurance on the
Building or the Project. If by reason of the failure of Tenant to comply with
the terms of this Lease, Landlord's insurance rate shall at any time be higher
than it would otherwise be, Tenant will reimburse Landlord for that part of all
insurance premiums charged because of such violation by Tenant. Tenant agrees to
comply with any requests or recommendation made by Landlord's insurance
underwriter inspectors.</LI></OL>

<LI><A NAME="_Toc40609619"><U>Indemnification</U>.</A></LI>
<OL TYPE="a">

<U><LI>Tenant's Indemnity</U>.  Tenant indemnifies, defends, and holds Landlord
harmless from claims for personal injury, death, or property damage arising from
or in connection with Tenant's use and occupancy of the Premises or the Common
Areas of the Project which is caused by the negligence or willful misconduct of
Tenant, its agents, employees, or invitees. When the claim is caused by the
joint negligence or willful misconduct of Tenant and Landlord, or by Tenant and
a third party unrelated to Tenant, except Tenant's agents, employees, or
invitees, Tenant's duty to defend, indemnify, and hold Landlord harmless shall
be in proportion to Tenant's allocable share of the joint negligence or willful
misconduct.</LI>
<U><LI>Landlord's Indemnity</U>.  Landlord indemnifies, defends, and holds
Tenant harmless from , claims for personal injury, death, or property damage for
incidents occurring in or about the Property caused by the negligence or willful
misconduct of Landlord, its agents, employees, or invitees, provided that such
indemnity shall be limited in each instance to the coverage limits of Landlord's
insurance. When the claim is caused by the joint negligence or willful
misconduct of Landlord and Tenant, or Landlord and a third party unrelated to
Landlord, except Landlord's agents, employees, or invitees, Landlord's duty to
defend, indemnify, and hold Tenant harmless shall be in proportion to Landlord's
allocable share of the joint negligence or willful misconduct.</LI>
<U><LI>Release of Covered Claims</U>. Notwithstanding the provisions of this
Subsection, both Landlord and Tenant release each other from any claims either
party (the "Injured Party") has against the other party for . any claim that is
covered by the Injured Party's insurance or the insurance the Injured Party is
required to carry under this Lease, whichever is greater; provided that this
foregoing release shall not constitute a waiver of claim by Landlord where the
insurance coverage afforded Landlord is intended to be secondary or where such
claim exceeds the proceeds actually received by Landlord under such insurance
coverage.</LI></OL>

<LI><A NAME="_Toc40609620"><U>Limitation of Landlord's Liability</U>.</A></LI>
<OL TYPE="a">

<U><LI>Transfer of Premises</U>.  If the Building or Project is sold or
transferred, voluntarily or involuntarily, Landlord's obligations and
liabilities accruing under this Lease after the transfer shall be the sole
responsibility of the new owner of the Building or Project, provided that: the
new owner is able to and expressly agrees in writing to assume such obligations
and liabilities; and any of Tenant's funds that the Landlord is holding, such as
the Security Deposit, are delivered to the new owner.</LI>
<U><LI>Liability for Money Judgment</U>.  If Landlord, its employees, officers,
directors, members or partners are ordered to pay Tenant a money judgment
because of Landlord's default, then except in those instances ,; listed as
exceptions in this Subsection, Tenant's sole remedy to satisfy the judgment
shall be against: (i) Landlord's interest in the Property; and (ii) any
insurance or condemnation proceeds received because of damage or condemnation to
or of the Project, or any part thereof, that are available for use by
Landlord.</LI>
<U><LI>Exceptions</U>.  The, limitation on Landlord's liability as provided in
this Subsection shall not apply when: Landlord failed to apply insurance or
condemnation proceeds as required by this Lease; Landlord misappropriated escrow
funds; or Landlord violated the warranties contained in this Lease pertaining to
Landlord's title to the Property. The provisions of this Subsection shall not,
however, be interpreted to mean that Tenant cannot be awarded specific
performance or an injunction with respect to Landlord's obligations under this
Lease.</LI>
<U><LI>Limitation of Consequential Damages</U>.  In no event will Landlord be
liable ,for special or consequential damages, of any kind or nature, incurred by
Tenant, regardless of whether such damages are known or unknown or determined to
have been a foreseeable consequence of any act or omission of
Landlord.</LI></OL>

<LI><A NAME="_Toc40609621"><U>Survival</U>.  The rights, remedies and
obligations of the parties to this Lease as provided in this Section shall
survive the termination of this Lease.</A></LI></OL>

<LI><A NAME="_Toc40609622">LOSS OF PREMISES DUE TO CASUALTY OR
CONDEMNATION.</A></LI>
<OL>

<LI><A NAME="_Toc40609623"><U>Casualty Damage</U>.</A></LI>
<OL TYPE="a">

<U><LI>Definition</U>.  "Relevant Space" means the Premises (excluding Tenant's
non-Building standard fixtures), access to the Premises; and any part of the
Building that provides essential services to the Premises.</LI>
<U><LI>Repair of Damage</U>.  If the Relevant Space is damaged in part or whole
from any cause and Landlord reasonably determines that such damage can be
substantially repaired and restored within one hundred twenty (120) days from
the date of the casualty using standard working methods and procedures, Landlord
shall, at its expense, promptly and diligently repair and restore the Relevant
Space to substantially the same condition as existed before such damage.
Landlord shall make such determination within ten (10) days following the date
Landlord receives notice of such casualty damage. If Landlord reasonably
determines that the damage to the Relevant Space cannot be repaired and restored
within said one hundred twenty (120) day period, then either party may, within
ten (10) days after such determination by Landlord, cancel this Lease by giving
notice to the other party; provided that Tenant shall not be permitted to cancel
this Lease if the damage to the Relevant Space is due to the willful misconduct
of Tenant, its employees, officers, contractors or agents, unless Landlord
elects not to proceeding with repairs and restoration as provided in this
Subsection. If this Lease is not canceled by either party within said ten-day
period, Landlord shall, at its expense, promptly and diligently repair and
restore the Relevant Space to substantially the same condition as existed prior
to such casualty damage.</LI>
<U><LI>Abatement</U>.  Unless the damage to the Relevant Space is caused by the
willful misconduct of Tenant, its employees, officers, contractors or agents,
the Base Rent and Additional Rent shall abate in proportion to that part of the
Premises that is unfit for use in Tenant's business and is, in fact, not used by
Tenant. The abatement shall consider the nature and extent of interference to
Tenant's ability to conduct business in the Premises and the need for access and
essential services. The abatement shall continue from the date the damage
occurred until ten (10) business days after Landlord completes the repairs and
restoration to the Relevant Space or the part rendered unusable, or until Tenant
again uses the Premises or the part rendered unusable, whichever is first.</LI>
<U><LI>Tenant's Property</U>.  Notwithstanding any provision of this Lease to
the contrary, Landlord is not obligated to repair or restore damage to Tenant's
trade fixtures, furniture, equipment, or other personal property, or any
improvements to the Premises other than the Tenant Improvements.</LI>
<U><LI>Damage to Building</U>.  Notwithstanding any provision of this Lease to
the contrary, if more than forty (40) percent of the floor area of the Building
is damaged and rendered unusable, Landlord may cancel this Lease in the event
that: any mortgagee of the Building shall not allow adequate insurance proceeds
for repair and restoration; the damage is not covered by Landlord's insurance
required by this Lease; or this Lease is in the last twenty-four (24) months of
its then current Term (provided that Tenant shall be permitted to exercise any
available options to extend or renew the Term). To cancel this Lease pursuant to
this Subsection, Landlord must give notice to Tenant within thirty (30) days
after the Landlord knows of the damage. Such notice must specify the
cancellation date, which shall be at least thirty (30) but not more than sixty
(60) days after the date notice is given.</LI>
<U><LI>Cancellation</U>.  If either party cancels this Lease as permitted under
this Subsection, then this Lease shall end on the day specified in such
cancellation notice. The Base Rent, Additional Rent, and other charges shall be
payable up to the cancellation date, subject to any abatement as provided.
Landlord shall promptly refund to Tenant any prepaid, unaccrued Base Rent and
Additional Rent, accounting for any abatement, plus the unapplied Security
Deposit, if any, less any sum then owing by Tenant to Landlord. Landlord shall
not be permitted to cancel this Lease pursuant to this Subsection, unless
Landlord also cancels all other similarly affected tenant leases in the
Building.</LI></OL>

<LI><A NAME="_Toc40609624"><U>Condemnation</U>.</A></LI>
<OL TYPE="a">

<U><LI>Definitions</U>.  The term "eminent domain," "condemnation," "taken," and
the like shall include any takings for public or quasi-public use and any
private purchases in place of condemnation by any authority authorized to
exercise the power of eminent domain.</LI>
<U><LI>Entire Taking</U>.  If the entire Premises or the portions of the
Property required for reasonable access to, or the reasonable use of, the
Premises are taken by eminent domain, then this Lease shall automatically
terminate as of the earlier of: the date title vests in the condemning
authority; or the date Tenant is dispossessed by the condemning authority.</LI>
<U><LI>Partial Taking</U>.  If the taking of a part of the Premises materially
interferes with Tenant's ability to continue its business operations in the
Premises in substantially the same manner, then Tenant may cancel this Lease as
of the earlier of: up to sixty (60) days prior to the date when title vests in
the condemning authority; or the date Tenant is dispossessed by the condemning
authority. If there is a partial taking and this Lease continues, then this
Lease shall terminate as to that portion of the Premises that is taken, the Base
Rent and Additional Rent shall abate in proportion to the part of the Premises
taken, and Tenant's pro rata share shall be equitably reduced.</LI>
<U><LI>Termination by Landlord</U>.  If title to a part of the Building other
than-the Premises is condemned, and in the Landlord's reasonable opinion, the
Building should be restored in a manner that materially alters the Premises,
Landlord may cancel this Lease by giving notice to Tenant. Cancellation notice
shall be given within sixty (60) days following the date title vests in the
condemning authority, and this Lease shall terminate on the date specified in
the cancellation notice, which date shall be at least thirty (30) days but not
more than sixty (60) days after the date notice is given.</LI>
<U><LI>Rent Adjustment</U>.  If this Lease is canceled as provided in this
Subsection, then the Base Rent, Additional Rent, and other charges shall be
payable up to the cancellation date, and shall account for any abatement as
provided herein. Landlord, considering any abatement, shall promptly refund to
Tenant any prepaid, unaccrued Base Rent and Additional Rent, plus the unapplied
Security Deposit, if any, less any sum then owing by Tenant to Landlord.</LI>
<U><LI>Repair and Restoration</U>.  If the Lease is not canceled as provided for
in this Subsection, then Landlord at its expense shall promptly repair and
restore the Premises to the condition that existed immediately before the
taking, except for the part taken, so as to render the Premises a complete
architectural unit; provided that Landlord's repair and restoration obligations
shall be limited to the repair and restoration of the Tenant Improvements to the
extent of the condemnation award received for such taking.</LI>
<U><LI>Awards and Damages</U>.  Landlord reserves all rights to damages paid
because of any partial or entire taking of the Premises. Tenant assigns to
Landlord any right Tenant may have to the damages or award.  Further, Tenant
shall not make claims against Landlord or the condemning authority for damages.
Notwithstanding the foregoing however, Tenant may claim and recover from the
condemning authority a separate award for Tenant's moving expenses, business
dislocation damages, Tenant's personal property and fixtures, the unamortized
costs of leasehold improvements paid for by Tenant, and any other award that
would not reduce the award payable to Landlord. Each party shall seek its own
award, as limited by this provision, at its own expense, and neither shall have
any right to the award made to the other.</LI>
<U><LI>Temporary Condemnation</U>.  If part or all of the Premises are condemned
for a limited period of time ("Temporary Condemnation"), this Lease shall remain
in effect. The Base Rent and Additional Rent and Tenant's obligations for the
part of the Premises so taken shall abate during the Temporary Condemnation in
proportion to the part of the Premises that Tenant is unable to use, and in fact
does not use, in its business operations as a result of the Temporary
Condemnation. Landlord shall receive the entire award for any Temporary
Condemnation. In the event that a Temporary Condemnation results in Tenant being
unable to use all or substantially all of the Premises for a period of more than
one hundred eighty (180) days, Tenant shall have the right to terminate this
Lease as of the date on which the condemning authority takes possession of the
Premises.</LI></OL>
</OL>

<LI><A NAME="_Toc40609625">DEFAULT.</A></LI>
<OL>

<LI><A NAME="_Toc40609626"><U>Tenant's Default</U>.  Each of the following
events shall constitute a default ("Default") by Tenant under this
Lease:</A></LI><OL TYPE="a">

<OL TYPE="i">

<LI>failure to pay Base Rent or Additional Rent due within ten (10) days after
Tenant receives notice of non-payment from Landlord;</LI>
<LI>failure to pay Base Rent or Additional Rent by the due date, at any time
during a continuous twelve (12) calendar month period during which Tenant has
already received three (3) prior notices of its failure to pay Base Rent or
Additional Rent by the due date;</LI>
<LI>failure to perform or observe any other obligation of Tenant after a period
of ten (10) business days after it receives notice from Landlord setting forth
in reasonable detail the nature and extent of the failure and identifying the
applicable Lease provision(s), or the additional time, if any, that is
reasonably necessary to promptly and diligently cure such failure; </LI>
<LI>abandoning or vacating the Premises, if Tenant has also failed to timely pay
the Base Rent and Additional Rent by the due date;</LI>
<LI>failure to vacate or stay any of the following actions within sixty (60)
days after they occur: a petition in bankruptcy is filed by or against Tenant;
Tenant is adjudicated as bankrupt or insolvent; a receiver, trustee, or
liquidator is appointed for all or a substantial part of Tenant's property; or
Tenant makes an assignment for the benefit of creditors.</LI></OL>
</OL>

<LI><A NAME="_Toc40609627"><U>Landlord's Default Remedies</U>.</A> </LI>
<OL TYPE="a">

<U><LI>Remedies</U>.  Landlord, in addition to any remedies given in this Lease
or under the law, may elect to do any one or more of the following if Tenant
commits a Default: terminate this Lease without waiving any claim for damages,
and Tenant shall then surrender the Premises to Landlord; enter and take
possession of the Premises either with due process of law and remove Tenant,
with or without having ended the Lease. Tenant hereby waives claims for damages
by reason of Landlord's re-entry or repossession and for damages by reason of
any legal process.</LI>
<U><LI>No Surrender</U>.  Landlord's exercise of any of its remedies or its
receipt of Tenant's keys shall not be considered an acceptance or surrender of
the Premises by Tenant, Any agreement to accept Tenant's surrender of the
Premises must be in writing and signed by Landlord.</LI>
<U><LI>Damages</U>.  If Landlord terminates this Lease or Tenant's right to
possess the Premises because of a Default, Landlord may, subject to Landlord's
mitigation obligations set forth in Section 8.2e, hold Tenant liable for Base
Rent, Additional Rent, and other indebtedness accrued to such termination date,
and Landlord shall have the right to accelerate the Base Rent, Additional Rent
and other indebtedness that otherwise would have been payable by Tenant during
the remainder of the Term had there been no Default; provided that Tenant shall
be obligated to pay only the present value of such accelerated amount, computed
at a discount rate equal to the then current prime rate as published by The Wall
Street Journal. Tenant shall also be liable for attorney's fees and legal costs
and any other necessary and reasonable expenses incurred by Landlord in
enforcing its remedies under this Lease and re-letting the Premises.</LI>
<U><LI>Payment</U>.  Tenant shall pay the sums due in accordance with this
Subsection within ten (10) days of receiving Landlord's proper and correct
invoice for the amounts due.</LI>
<U><LI>Mitigation</U>.  Landlord shall mitigate its damage by making reasonable
efforts to re-let the Premises on reasonable terms. Landlord may re-let for a
shorter or longer period of time than the Lease Term and make any necessary
repairs or alterations to accommodate any re-letting. Landlord may re-let on any
reasonable terms, including a reasonable amount of free rent. If Landlord re-
lets for a period of time longer than the then current Term, then any special
concessions given to the new tenant shall be allocated throughout the entire
term of such re-letting, so as to not unduly reduce the amount of consideration
received by Landlord during the remaining period of Tenant's Term. The
consideration received by Landlord as a result of any such re-letting shall,
however, be reduced by:</LI>
<OL TYPE="i">

<LI>reasonable broker's fees incurred by Landlord for re-letting part or all of
the Premises;</LI>
<LI>the cost of. removing and storing Tenant's property; and</LI>
<LI>the cost of any repairs, alterations, and remodeling necessary to put the
Premises in a condition reasonably acceptable to a new tenant.</LI></OL>
</OL>

<LI><A NAME="_Toc40609628"><U>Landlord's Default</U>.  Tenant shall give
Landlord written notice of any failure by Landlord to perform or observe any of
its obligations under this Lease, and Landlord shall have a period of thirty
(30) business days following receipt of Tenant's notice, or the additional time,
if any, that is reasonably necessary, in which to cure such default by Landlord.
Tenant's notice shall give in reasonable detail the nature and extent of the
default by Landlord and identify the provision(s) of this Lease containing the
obligation(s). Tenant shall provide the notice required by this Subsection to
the Mortgagee at the same time Tenant gives notice to Landlord. If Landlord
commits a default and fails to cure same within the appropriate time, Tenant may
pursue any remedies given in this Lease or under the law.</A></LI>
<LI><A NAME="_Toc40609629"><U>Exception to Cure Periods</U>.  The periods of
time allowed to permit Landlord and Tenant to cure , any default under this
Lease shall not apply either to the cure of emergency conditions, which are
conditions that threaten damage to property and or personal injury, or to the
failure to maintain any insurance required under this Lease; provided that the
party responsible for curing such default shall take all necessary action to do
so in the most expeditious manner available, without consideration of
convenience or cost-savings. Furthermore, with respect to any extension of time
to cure a default due to such cure being reasonably expected to take additional
time, the party responsible for such cure shall be entitled to the reasonable
additional time provided such party undertakes the appropriate cure during the
ten-day period as provided herein and uses its best efforts to diligently pursue
that cure to completion.</A></LI>
<LI><A NAME="_Toc40609630"><U>Self-Help</U>.  If Tenant defaults hereunder,
Landlord may, without being obligated to do so and without waiving its other
rights and remedies, take reasonable and appropriate measures to cure such
default at Tenant's expense; provided that Landlord shall give Tenant not less
than thirty (30) days prior written notice of its intent to undertake such cure,
unless for emergency repairs which may be made by Landlord upon such notice as
may be reasonable under the circumstances. Landlord may enter the Premises or
Building as reasonably necessary to cure such default. Tenant shall reimburse
Landlord, upon demand, for all costs and expenses reasonably incurred by
Landlord to cure any default pursuant to this Subsection.</A></LI>
<LI><A NAME="_Toc40609631"><U>Survival</U>.  The rights, remedies and
obligations of the parties to this Lease as provided in this Section shall
survive the termination of this Lease.</A></LI></OL>

<LI><A NAME="_Toc40609632">SUBORDINATION, ATTORNMENT AND NON-
DISTURBANCE.</A></LI>
<OL>

<LI><A NAME="_Toc40609633"><U>Subordination</U>.</A></LI>
<OL TYPE="a">

<U><LI>Mortgages</U>.  Subject to the provisions of this Subsection, this Lease
is subject and subordinate to the lien of all prior or subsequent mortgages
encumbering the Building. Landlord shall give Tenant written notice of the name
and mailing address of the holder(s) of any such mortgage(s).</LI>
<U><LI>Foreclosures</U>.  If any mortgage encumbering the Building is
foreclosed, then, subject to the rights of the Successor Landlord as provided
herein, this Lease shall continue in full force and effect and Tenant's quiet
possession of the Premises shall not be disturbed, provided that Tenant is not
in Default and provided that Tenant will attorn to and recognize the mortgagee
or purchaser at foreclosure sale (the "Successor Landlord") as Tenant's landlord
for the remaining Term. Notwithstanding such subordination and attornment,
however, the Successor Landlord shall not be bound by:</LI>
<OL TYPE="i">

<LI>any payment of Base Rent or Additional Rent for more than one month in
advance, except the Security Deposit and free rent, if any, specified in the
Lease;</LI>
<LI>any amendment, modification, or termination of this Lease without the
Successor Landlord's written consent , unless such amendment, modification, or
termination is specifically authorized by the original Lease and does not
require Landlord's prior agreement or consent;</LI>
<LI>any liability for any act or omission of a prior Landlord; or</LI>
<LI>any offset against future Rent and/or Additional Rent on account of any act
or omission of Landlord.</LI></OL>

<U><LI>Self-Operating</U>.  This Subsection shall be self-operating. However,
Tenant shall promptly execute and deliver any documents needed to confirm this
subordination and attornment agreement as may be requested by any current or
future holder of a mortgage encumbering the Premises.</LI></OL>

<LI><A NAME="_Toc40609634"><U>Estoppel Certificate</U>.  Either party
("Answering Party") shall from time to time, within ten (10) business days after
receiving a written request by the other party ("Asking Party"), execute and
deliver to the Asking Party a written statement ("Estoppel Certificate"), which
may be relied upon by the Asking Party and any third party with whom the Asking
Party is dealing, and which shall certify: the accuracy of the Lease document;
the Commencement Date and Expiration Date; that the Lease is unmodified and in
full effect or in full effect as modified, stating the date and nature of any
such modification(s); whether, to the Answering Party's knowledge, the Asking
Party is in default under this Lease, or whether the Answering Party has any
claims or demands against the Asking Party and, if so, specifying the nature of
the default, claim, or demand; and to other correct and reasonably ascertainable
facts that are covered by the Lease terms, including, without limitation, the
rentable and usable floor area of the Premises, Tenant's pro rata share, and
notice address. The Answering Party's failure to comply with its obligation to
provide an Estoppel Certificate shall be a default under this Lease.
Notwithstanding any provision of this Lease to the contrary, the cure period for
a default due to the failure to provide an Estoppel Certificate as required in
this Subsection shall be five (5) business days after the Answering Party
receives notice of such default.</A></LI>
<LI><A NAME="_Toc40609635"><U>Quiet Possession</U>. Provided that Tenant is not
in Default, and otherwise subject to the provisions of this Lease, Landlord
covenants that Tenant's peaceable and quiet enjoyment of the Premises shall not
be disturbed by anyone.</A></LI></OL>

<LI><A NAME="_Toc40609636">LANDLORD'S RIGHTS AND OBLIGATIONS.</A></LI>
<OL>

<LI><A NAME="_Toc40609637"><U>Rules and Regulations</U>.  Tenant, its employees,
officers, contractors, agents and invitees, shall comply with the Rules and
Regulations attached hereto as Exhibit "E" and any reasonable modifications and
additions thereto adopted by Landlord, provided that Tenant is given at least
thirty (30) days advance notice of such modifications and additions. The Rules
and Regulations as adopted by Landlord shall not unreasonably and materially
interfere with Tenant's conduct of its business or Tenant's use and enjoyment of
the Premises. In the event that any provision of the Rules and Regulations
conflicts with or is inconsistent with any other provision of this Lease, such
other Lease provision shall be deemed to be controlling. Although Landlord shall
not be responsible for another Project tenant's failure to observe the Rules and
Regulations, Landlord shall not unreasonably enforce the Rules and Regulations
against Tenant.</A></LI>
<LI><A NAME="_Toc40609638"><U>Construction Liens</U>.</A></LI>
<OL TYPE="a">

<U><LI>Tenant's Obligations</U>.  Within twenty (20) days after receiving notice
of any construction lien for material or work claimed to have been furnished to
the Premises on Tenant's behalf and at Tenant's request, except for work and
materials contracted by Landlord in connection with the construction and
installation of the Tenant Improvements, Tenant shall either: discharge such
lien; or post a bond equal to the amount of the disputed claim with companies
reasonably satisfactory to Landlord. If Tenant does not discharge the lien or
post the bond within the twenty (20) day period, Landlord may pay any amounts,
including interest and legal fees, to discharge the lien. Tenant shall then be
liable to Landlord for the amounts paid by Landlord, plus interest thereon from
the date of Landlord's payment to the date Landlord is reimbursed by Tenant at
the maximum interest rate allowed by law.. If Tenant posts a bond, Tenant shall
promptly and diligently contest the validity of the lien at Tenant's expense.
Tenant shall, in any event, indemnify, defend, and hold Landlord harmless from
losses incurred with respect to such liens and shall, within ten (10) days
following Landlord's demand, reimburse Landlord for all losses, damages, claims,
costs and expenses, including reasonable attorney fees, incurred as a
consequence of the filing and/or removal of such liens. This Subsection shall in
no way be interpreted as a consent to subject Landlord's property to any
liens.</LI>
<U><LI>Landlord's Statutory Notice</U>.  Tenant will not permit any construction
liens or other liens to be placed upon the Premises or the Project, and nothing
in this Lease shall be deemed or construed in any way as constituting the
consent or request of Landlord, express or implied, by inference or otherwise,
to any person for the performance of any labor or the furnishing of,. any
materials to the Premises or the Project or any part thereof, nor as giving
Tenant any right, power, or authority to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to any
construction or other lien against the Premises or the Project. In the event any
such lien is attached to the Premises or the Project as a result of Tenant's
violation of this provision, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, discharge the same. Any
amount paid by Landlord for any of the aforesaid purposes shall be paid by
Tenant to Landlord on demand as Additional Rent, together with interest thereon
at the maximum legal rate. Pursuant to Section 713.10, Florida Statutes,
Landlord has recorded in the public records of Duval County, Florida, a public
notice containing a true and correct copy of this provision, thereby giving
notice that this Lease expressly prohibits such liability, and Tenant agrees ,to
inform all contractors and vendors performing work on or supplying material to
the Premises or the Project of the existence of such recorded public
notice.</LI></OL>

<LI><A NAME="_Toc40609639"><U>Right of Entry</U>.</A></LI>
<OL TYPE="a">

<U><LI>Permitted Entries</U>.  Landlord and its agents, servants, and employees
may enter the Premises at reasonable times, and at any time if an emergency,
without charge, liability, or abatement of Base Rent or Additional Rent, to: (i)
inspect the Premises; (ii) make repairs, alterations, improvements, and
additions either required by the Lease or advisable to preserve the integrity,
safety, and good order of part or all of the Premises or Building; (iii) provide
janitorial and other services required by the Lease; (iv) comply with Applicable
Laws; (v) show the Premises to mortgagees, prospective mortgagees or purchasers
and, during the ninety (90) days immediately before this Lease terminates, to
prospective tenants, accompanied, if requested, by a Tenant representative; (vi)
post notices of nonresponsibility for construction liens; (vii) remove any
Alterations made by Tenant in violation of this Lease; and (viii) post "For
Sale" signs and, during the one hundred twenty (120) days immediately before
this Lease terminates, post "For Lease" signs.</LI>
<U><LI>Entry Conditions</U>.  Notwithstanding any provision of this Subsection
to the contrary, entry to the Premises is conditioned upon Landlord: (i) giving
Tenant reasonable advance notice, except in an emergency; (ii) promptly
finishing any work in the Premises; and (iii) avoiding any unreasonable
interference with Tenant's business.</LI></OL>

<LI><A NAME="_Toc40609640"><U>Holdover</U>.</A></LI>
<OL TYPE="a">

<U><LI>Holdover Status</U>.  If Tenant continues occupying the Premises after
the Term ends ("Holdover") then:</LI>
<OL TYPE="i">

<LI>if the Holdover is with Landlord's written consent, it shall be a month-to-
month tenancy, terminable on thirty (30) days advance notice by either party,
and Tenant shall pay at the beginning of each month the Base Rent and Additional
Rent that is fifty (50%) percent higher than the amount due in the last full
month immediately preceding the Holdover period;</LI>
<LI>if the Holdover is without Landlord's written consent, then Tenant shall be
a tenant-at-sufferance, and Tenant shall pay by the first day of each month
twice the amount of Base Rent and Additional Rent due in the last full month
immediately preceding the Holdover period and shall be liable for any damages
suffered by Landlord because of Tenant's Holdover. In addition to the right to
collect double Base Rent and Additional Rent, Landlord shall retain its remedies
against Tenant who holds over without Landlord's written consent.</LI></OL>

<U><LI>Holdover Terms</U>.  Subject to the foregoing terms applicable to any
Holdover, Tenant shall continue to be subject to terms and conditions of this
Lease during any Holdover, except that Tenant shall not be entitled to: (i) any
rights to extend or renew the Term; (ii) quiet possession of the Premises; (iii)
Landlord's obligation for services and repairs; (iv) consent to any assignment
or sublease, which consent may be unreasonably withheld by landlord; (v) enforce
any remedy with respect to a default by Landlord; or (vi) enforce any right to
receive the Tenant improvements or make Alterations.</LI></OL>

<LI><A NAME="_Toc40609641"><U>Signs</U>.</A></LI>
<OL TYPE="a">

<U><LI>Permitted Signs</U>.  Landlord shall provide Tenant, at Landlord's
expense, the following listings and signs as specified in Exhibit "F": (i) the
Building directory listing of Tenant's tradename; (ii) a sign on the exterior
door of the Premises; and (iii) a monument sign located by Landlord adjacent to
the main exterior entry to the Premises.</LI>
<U><LI>Non-permitted Signs</U>.  Other than the signs and listings expressly
permitted in this Subsection or as may be approved as a part of the Tenant
Improvements, Tenant shall not place or have placed any other signs, listings,
advertisements, or any other notices anywhere else in or around the Building or
the Project, nor shall Tenant place any signs, advertising, lettering or
decoration of any type on the windows of the Premises or that are plainly
visible through the windows of the Premises.</LI>
<U><LI>Landlord's Rights</U>.  Landlord reserves the right to post or erect and
remove such signs as may be desired by Landlord at any time and from time to
time, on both the interior and exterior Common Areas of the Building and the
Project.</LI></OL>
</OL>

<LI><A NAME="_Toc40609642">DELETED</A></LI>
<LI><A NAME="_Toc40609643">ARBITRATION OF DISPUTES.</A></LI>
<OL>

<LI><A NAME="_Toc40609644"><U>Procedure</U>.  In the event that Landlord and
Tenant are unable to resolve any dispute that is subject to arbitration as
provided in this Subsection w" ten (10) days after either party gives notice to
the other of its desire to arbitrate such dispute, the dispute shall be settled
by binding arbitration by the American Arbitration Association in accord with
its then-prevailing rules and the laws of the State of Florida. Judgment upon
the arbitration award may be entered in any court having jurisdiction. The
arbitrators shall have no power to change the provisions of this Lease. The
arbitration panel shall consist of three arbitrators, one of whom must be a real
estate attorney actively engaged in the practice of law for at least the last
five (5) years. Both parties shall continue performing their Lease obligations
pending the award in the arbitration proceeding. The arbitrators shall award the
prevailing party reasonable expenses and costs, including reasonable attorneys'
fees pursuant to this Lease, plus interest on the amount due at eighteen (18)
percent per annum or the maximum then allowed by applicable law, whichever is
less.</A></LI>
<LI><A NAME="_Toc40609645"><U>Payment</U>. The losing party shall pay to the
prevailing party the amount of the final arbitration award. If payment is not
made within ten (10) business days after the date the arbitration award is no
longer appealable, then in addition to any remedies under the law:</A></LI><OL
TYPE="a">

<OL TYPE="i">

<LI>If Landlord is the prevailing party, Landlord shall have the same remedies
for failure to pay the arbitration award as it has for Tenant's failure to pay
the Base Rent; and</LI>
<LI>If Tenant is the prevailing party, Tenant may, in addition to any available
legal or equitable remedies, deduct any remaining unpaid award from its monthly
payments of Base Rent, Additional Rent, or other charges as they come
due.</LI></OL>
</OL>

<LI><A NAME="_Toc40609646"><U>Disputes Subject to Arbitration</U>.  The
following disputes are subject to arbitration: any disputes that the parties
mutually agree to submit to arbitration; the date when the Tenant Improvements
to the Premises are substantially completed; the amount of any abatement of Base
Rent and Additional Rent because of casualty damage or condemnation; the amount
billed as Additional Rent or any component part of the calculation of Additional
Rent; which party must comply with Applicable Laws; whether Landlord has
provided the services or utilities in the quality and quantity required
hereunder; whether Landlord's withholding of consent to Tenant's proposed
assignment of this Lease or subletting of the Premises is unreasonable or unduly
delayed; and the amount of any insurance increase required under this
Lease.</A></LI></OL>

<LI><A NAME="_Toc40609647">NOTICES.</A></LI>
<OL>

<LI><A NAME="_Toc40609648"><U>Delivery</U>. Unless a provision of this Lease
expressly authorizes verbal notice, all notices under this Lease shall be in
writing and sent by either courier, overnight delivery service, or registered or
certified mail, postage prepaid. Upon Tenant's occupancy of the Premises, all
notices to Tenant shall be effective if delivered to Tenant's address at the
Premises; provided that a copy of any notice delivered to Tenant at the Premises
shall also be delivered to Tenant's address as set forth below. Notice to
Landlord and Trust shall otherwise be addressed as follows:</A></LI>
<P>To Tenant Prior to Occupancy of the Premises:</P>
<P>E-Loan, Inc.<BR>
Attn: Frank M. Siskowski<BR>
5875 Arnold Road<BR>
Dublin, CA 94568</P>
<P>To Tenant After Taking Occupancy of the Premises:.</P>
<P>E-Loan, Inc.<BR>
Attn: Frank M. Siskowski<BR>
5875 Arnold Road<BR>
Dublin, CA 94568</P>
<P>To Landlord:</P>
<P>Southpark Corporate Center, L.L.C.<BR>
Attn: M. Craig Meek<BR>
Suite ___, Building "G"<BR>
3563 Philips Highway<BR>
Jacksonville, FL 32207</P>
<LI><A NAME="_Toc40609649"><U>Effective Date of Notice; Change of Address</U>.
Notice sent as provided herein shall be considered given and received effective
as of the date indicated on a delivery receipt as the date delivery was accepted
or rejected by the addressee or, in the case of certified or registered mail, as
of the date four days after the postmark, regardless of whether it is accepted
or unclaimed. Either party may change its address by giving notice as provided
above. Tenant shall also give required notices to Landlord's mortgagee after
receiving notice from Landlord of the mortgagee's name and
address.</A></LI></OL>

<LI><A NAME="_Toc40609650">HAZARDOUS MATERIALS</A></LI>
<OL>

<LI><A NAME="_Toc40609651"><U>Use of Hazardous Materials</U>.  Except as
provided herein, Tenant shall not cause or permit any Hazardous Material (as
defined below) to be brought upon, kept or used in or about the Premises or the
Building by Tenant or Tenant' s employees, contractors, agents or invitees
without the prior written consent of Landlord, which consent may be granted or
withheld in Landlords sole discretion. As a condition of obtaining Landlord's
consent, Tenant must demonstrate to Landlord's sole satisfaction that such
Hazardous Material is necessary or useful to Tenant's business and will be used,
kept, stored and disposed of in a manner that complies with all laws regulating
any such Hazardous Material so brought upon or used or kept in or about the
Premises. Tenant shall cause any Hazardous Material (including infectious waste)
to be transported solely by duly licensed Hazardous Material transporters to
duly licensed facilities for final disposal, to the extent required by and in
accordance with the applicable Hazardous Material laws, and shall deliver to
Landlord copies of any hazardous waste transport manifest reflecting the proper
disposal of such Hazardous Material.</A></LI>
<LI><A NAME="_Toc40609652"><U>Indemnification of Landlord</U>. If Tenant
breaches the foregoing obligations related to any Hazardous Material, or if the
presence of Hazardous Material on or about the Premises caused or permitted by
Tenant results in contamination of the Premises, or if contamination of the
Premises by Hazardous Material otherwise occurs for which Tenant is legally
liable to Landlord for damage resulting therefrom, then Tenant shall indemnify,-
defend and hold Landlord harmless from any and all claims, judgments, damages,
penalties, fines, costs, liabilities or losses (including, without limitation,
diminution in value of the Premises, damages for the loss or restriction on use
of rentable or usable space or amenity of the Premises, the Building or the
Project, and damages arising from any adverse impact on marketing of space and
sums paid in settlement of claims, attorneys' fees, consultation fees and expert
fees) which arise during or after the Term as a result of such contamination.
This indemnification of Landlord by Tenant includes, without limitation, costs
incurred in connection with any investigation of site conditions or any clean-
up, remedial, removal or restoration work required by any federal, state or
local governmental agency or political subdivision because of Hazardous Material
is present in the soil or groundwater under the Premises or the Land. Without
limiting the foregoing, if the presence of any Hazardous Material on the
Premises or the Land caused or permitted by Tenant results in any contamination
of the Premises or the Land, Tenant shall promptly take all actions at its sole
expense as are necessary to restore the Premises and the Land to the condition
existing prior to the introduction of any such Hazardous Material; provided that
Landlord's prior written approval of such actions shall first be obtained, which
approval shall not be unreasonably withheld so long as such actions would not
potentially have any material adverse long-term or short-term effect on the
Premises or the Land. The foregoing indemnity obligations of Tenant shall
survive the expiration or earlier termination of this Lease.</A></LI>
<LI><A NAME="_Toc40609653"><U>Definitions</U>. As used herein, the term
"Hazardous Material" means any hazardous or toxic substance, material or waste,
including, but not limited to, those substances, materials and wastes listed in
the United States Department of Transportation Hazardous Materials Table (49 CFR
172. 101) or by, the United States Environmental Protection Agency as hazardous
substances (40 CFR Part 302), as amended, or as defined in The Florida Statutes,
as amended, or such substances, materials and wastes that are or become
regulated under any applicable local, state or federal law, including infectious
waste governed by the provisions of any applicable law and the rules and
regulations promulgated thereunder.</A></LI>
<LI><A NAME="_Toc40609654"><U>Disclosure</U>. At the commencement of this Lease,
and on January 1st of each year thereafter during the Term, Tenant shall
disclose to Landlord the names and amounts of all Hazardous Material, or any
combination thereof, which were stored, used or disposed of on the Premises, or
which Tenant intends to store, use or dispose of on the Premises in the
future.</A></LI>
<LI><A NAME="_Toc40609655"><U>Inspection</U>. Landlord and its agents shall have
the right, but not the duty, to inspect the Premises at any time to determine
whether Tenant is complying with the provisions of this Section. If Tenant is
not in compliance with the provisions of this Section, Landlord shall have the
right to immediately enter upon the Premises to remedy any contamination caused
by Tenant' s failure to comply notwithstanding any other provision of this
Lease. Landlord shall use reasonable efforts to minimize interference with
Tenant's business but shall not be liable for any interference resulting from
Landlord's entry for the purposes of this Section.</A></LI>
<LI><A NAME="_Toc40609656"><U>Reports</U>. To the extent Tenant is required to
file any reports with the United States Environmental , Protection Agency or any
other federal, state, city or county agency having jurisdiction over Hazardous
Material, Tenant shall concurrently provide Landlord a copy of such
report.</A></LI>
<LI><A NAME="_Toc40609657"><U>Default</U>. Any default by Tenant under this
Section shall be a material default under this Lease, enabling Landlord to
exercise any of Landlord's remedies set forth herein.</A></LI>
<LI><A NAME="_Toc40609658"><U>Indemnification of Tenant</U>. If the presence of
Hazardous Material on or about the Premises caused or permitted by Landlord
results in contamination of the Premises, or if contamination of the Premises by
Hazardous Material otherwise occurs for which Landlord is legally liable to
Tenant for damage resulting therefrom, then Landlord shall indemnify, defend and
hold Tenant harmless from any and all claims, judgments, damages, penalties,
fines, costs, liabilities or losses (including, without limitation, diminution
in value of the Premises, damages for the loss or restriction on use of rentable
or usable space or amenity of the Premises, the Building or the Project, and
damages arising from any adverse impact on marketing of space and sums paid in
settlement of claims, attorneys' fees, consultation fees and expert fees) which
arise during or after the Term as a result of such contamination. This
indemnification of Tenant by Landlord includes, without limitation, costs
incurred in connection with any investigation of site conditions or any clean-
up, remedial, removal or restoration work required by any federal, state or
local governmental agency or political subdivision because of Hazardous Material
is present in the soil or groundwater under the Premises or the Land. Without
limiting the foregoing, if the presence of any Hazardous Material on the
Premises or the Land caused or permitted by Landlord results in any
contamination of the Premises or the Land, Landlord shall promptly take all
actions at its sole expense as are necessary to restore the Premises and the
Land to the condition existing prior to the introduction of any such Hazardous
Material. The foregoing indemnity obligations of Tenant shall survive the
expiration or earlier termination of this Lease.</A></LI></OL>

<LI><A NAME="_Toc40609659">MISCELLANEOUS.</A></LI>
<OL>

<LI><A NAME="_Toc40609660"><U>Broker's Warranty</U>. Landlord hereby warrants to
Tenant that Landlord has dealt with only the following broker with respect to
this Lease: CB Richard Ellis, Inc. ("Landlord's Broker"). Tenant hereby warrants
to Landlord that Tenant has dealt with only the following broker with respect to
this Lease: Lincoln Property Company Commercial Services, Inc. ("Tenant's
Broker"). In the event that either party to this Lease should breach the
foregoing warranties, such party shall defend, hold harmless, and indemnify the
non-breaching party from any claims or liability arising from such breach.
Landlord is solely responsible for paying any brokerage commission due
Landlord's Broker, who has agreed to pay that portion of such commission to
Tenant's Broker as is reasonable and customary.</A></LI>
<LI><A NAME="_Toc40609661"><U>Attorneys' Fees</U>. In any litigation between the
parties regarding this Lease, the losing party shall pay to the prevailing party
all reasonable expenses and court costs, including attorneys' fees, incurred by
the prevailing party. A party shall be considered the prevailing party if: (i)
it initiated the litigation and substantially obtains the relief it sought,
either through a judgment or the losing party's voluntary action before
arbitration (after it is scheduled), trial, or judgment; (ii) the other party
withdraws its action without substantially obtaining the relief it sought; or
(iii) it did not initiate the litigation and judgment is entered for either
party, but without substantially granting the relief sought.</A></LI>
<LI><A NAME="_Toc40609662"><U>Partial Invalidity</U>.  If any provision of this
Lease is held to be invalid or unenforceable to any extent, then that provision
shall be deemed to be deleted, and the remainder of this Lease. shall continue
in effect and be enforceable to the fullest extent permitted by law.</A></LI>
<LI><A NAME="_Toc40609663"><U>Waiver</U>. The failure of either party to
exercise any of its rights under this Lease shall not be deemed to be a waiver
of those rights. A waiver of any rights under this Lease shall be effective only
if stated in writing and signed by the party waiving its rights.</A></LI>
<LI><A NAME="_Toc40609664"><U>Binding Effect</U>. Neither Landlord nor Tenant
shall be bound by the provisions of this Lease unless and until (i) the properly
authorized representative(s) of both Landlord and Tenant have each fully
executed copies of this Lease and delivered same to the other party and (ii) all
payments due to Landlord as of Lease execution have been received. This Lease
shall bind and inure to the benefit of the parties' heirs, successors,
representatives, and permitted assigns.</A></LI>
<LI><A NAME="_Toc40609665"><U>Governing Law; Venue</U>. This Lease shall be
governed by the laws of the State of Florida. The parties hereto agree that the
appropriate venue for any lawsuit arising under this Lease shall be Duval
County, Florida.</A></LI>
<LI><A NAME="_Toc40609666"><U>Waiver of Jury Trial and Counterclaim</U>. The
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the
Premises, and/or any claim of injury or damage occurring in or around the
Project. In the Event Landlord commences any proceedings for nonpayment of. Base
Rent or Additional Rent, Tenant will not interpose any counterclaim of whatever
nature or description in any such proceedings. This provision shall not,
however, be construed as a waiver of Tenant's right to assert such claims in any
separate action or actions brought by Tenant.</A></LI>
<LI><A NAME="_Toc40609667"><U>Insurance Increase</U>. If, due to Tenant's
particular use of the Premises, Landlord's insurance rates with respect to the
Property are increased, Tenant shall pay the amount of such increase to
Landlord.</A></LI>
<LI><A NAME="_Toc40609668"><U>Recording</U>. Tenant shall not be permitted to
record or file in any manner this Lease or any portion thereof, and any breach
of this covenant by Tenant shall be deemed to be a material Default under this
Lease.</A></LI>
<LI><A NAME="_Toc40609669"><U>Survival of Remedies</U>. The remedies of each
party to this Lease shall survive the termination of this Lease when such
termination is caused by a breach or default of the other party.</A></LI>
<LI><A NAME="_Toc40609670"><U>Landlord's Title; Authority of Parties</U>.
Landlord represents and warrants that it ovens the Property in fee simple. Each
party to this Lease represents and warrants to the other: that it is authorized
to enter into this Lease; that the person signing on its behalf is duly
authorized to execute this Lease; and that no other signatures, consents or
approvals to this Lease are necessary to create a binding and enforceable
agreement.</A></LI>
<LI><A NAME="_Toc40609671"><U>Business Days</U>. "Business days" means Monday
through Friday, inclusive, excluding New Year's Day, Memorial Day, Independence
Day (July 4"), Labor Day, Thanksgiving Day, and Christmas Day. Throughout this
Lease, wherever "days" are used the term shall refer to calendar days.</A></LI>
<LI><A NAME="_Toc40609672"><U>Time of Essence</U>. Time is of the essence of
this Lease. In computing time periods of less than six (6) days, any day other
than a business day shall be excluded from such computation. Any time periods
provided in this Lease which end on a day other than a business day shall extend
to the next business day.</A></LI>
<LI><A NAME="_Toc40609673"><U>Entire Agreement</U>. This Lease contains the
entire agreement between the parties with respect to the Premises. This Lease
shall be modified only by a writing signed by both parties. Any and all
agreements, understandings, representations, warranties and/or statements made
or entered into by the parties hereto prior to the execution of this Lease are
superceded and replaced by this Lease, so that this Lease is the sole agreement
between the parties with respect to the subject matter hereof.</A></LI>
<LI><A NAME="_Toc40609674"><U>Definition of Lease</U>. This Lease consists of
the following: Title Page; Table of Contents; Sections 1 through 14; and
Exhibits "A" through "G"; and Building "D" Rider, if applicable. The titles or
caption headings of the respective Sections and Subsections of this Lease are
inserted for convenient reference only and shall in no way expand, limit, define
or otherwise affect the interpretation of the provisions thereof.</A></LI></OL>
</OL>
</OL>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
date first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=623>
<TR><TD WIDTH="44%" VALIGN="TOP">
<P>Witnesses as to Landlord</P>
<P>______________________________<BR>
Print Name:  Michael Burnsed</P>
<P>______________________________<BR>
Print Name:  Bruce N. Jackson</TD>
<TD WIDTH="56%" VALIGN="TOP">
<P>LANDLORD</P>
<P>SOUTHPARK CORPORATE CENTER, L.L.C.,<BR>
a Delaware Limited Liability Company</P><DIR>
<DIR>

<P>By:&#9;PM SOUTHPARK CORPORATE CENTER, LC<BR>
a Florida Limited Liability Company,<BR>
as Manager</P><DIR>
<DIR>

<P>By:&#9;___________________________<BR>
M. Craig Meek, Manager</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<P>Witnesses as to Tenant</P>
<P>______________________________<BR>
Print Name:  Nancy Y. Impey</P>
<P>______________________________<BR>
Print Name:  David B. Wales</TD>
<TD WIDTH="56%" VALIGN="TOP">
<P>E-LOAN, INC.</P>
<P>By:&#9;_________________________________<BR>
Print Name:&#9;Frank M. Siskowski<BR>
As Its:&#9;Secretary &amp; CFO</TD>
</TR>
</TABLE>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><U><P ALIGN="CENTER">Exhibit "A"</P>
</U><P ALIGN="CENTER">Premises</P>
</B>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>


<B><U><P ALIGN="CENTER">EXHIBIT "B"</P>
</U><P ALIGN="CENTER">METRO SQUARE OFFICE LEASE AGREEMENT</P>
<U><P ALIGN="CENTER">Legal Description</P>
</B></U><P>A portion of the West Half of the Northeast Quarter, together with a
portion of Government Lot 4, all in Section 31, Township 2 South, Range 27 East,
Jacksonville, Duval County, Florida, more particularly described as follows:</P>
<P>For point of reference, commence at a concrete monument located in the
Northwest corner of the West Half of the Northeast Quarter of Section 31,
aforementioned, and run South 89 degrees 45 minutes East, along the Northerly
line of the West Half of the Northeast Quarter of said Section 31, a distance of
295.00 feet; thence South 38 degrees 17 minutes 50 seconds East 161.26 feet;
thence South 51 degrees 42 minutes 10 minutes West 41.89 feet to the POINT OF
BEGINNING; thence along the Southwesterly boundary of the lands conveyed in
Official Records Volume 7718, Page 1575 of the current Public Records of said
county, the following seven courses and distances: South 38 degrees 17 minutes
50 seconds East 472.08 feet; North 51 degrees 37 minutes 40 seconds East 19.16
feet. Thence South 83 degrees 22 minutes 20 seconds East 78.09 feet; thence
South 38 degrees 17 minutes 50 seconds. East 857.44 feet; thence North 51
degrees 42 minutes 10 seconds East 26.37 feet; thence South 38 degrees 17
minutes 50 seconds East 45.39 feet; thence North 51 degrees 42 minutes 10
seconds East 124.37 feet to the Westerly boundary of Unit 1,/Rodney Subdivision,
as recorded in Plat Book 21, Page 70 of said Public Records; thence South 01
degrees 07 minutes 50 seconds West along said Westerly line, 227.00 feet to the
Northwesterly right-of-way line of County Road No. 595 (Emerson Road or Patton
Drive); thence South 43 degrees 13 minutes 40 seconds West, along said right-of-
way line a distance of 402.76 feet to a point of curvature in said right-of-way
line; thence along the arc of a curve, concave Northwesterly and having a radius
of 1,870.08 feet, continuing along said County right of way line, an arc
distance of 289.38 feet to a point on the boundary of that certain tract
described in deed recorded at Official Records Volume 8345, Page 835, Public
Records of said County, said arc being subtended by a chord bearing and distance
of South 47 degrees 39 minutes 39 seconds West, 289.09 feet; thence along the
boundary of said tract, as follows: first course, North 40 degrees 04 minutes 30
seconds West 70.59 feet; second course, North 49 degrees 55 minutes 30 seconds
East a distance of 116.50 feet; third course, North 38 degrees 17 minutes 50
seconds West, a distance of 163.75 feet; fourth course, South 51 degrees 42
minutes 10 seconds West, a distance of 303.22 feet to a point on the
Northeasterly right of way line of Phillips Highway (State Road No. 5, U.S.
Highway No. 1); thence Northwesterly along said right of way line, as follows:
first course, along the arc of a curve concave Southeasterly with a radius of
11,548.70 feet, an arc distance of 724.90 feet to a point, said arc being
subtended by a chord bearing and distance of North 34 degrees 54 minutes 18
seconds West, 724.78 feet; second course, South 53 degrees 15 minutes 00 seconds
West along a line radial to lost mentioned curve, a distance of 25.00 feet to a
point; third course, Northwesterly, along the arc of a curve concave
Southeasterly with a radius of 11,521.70 feet, an arc distance of 159.20 feet to
a point on the Westerly line of the West Half of the Northeast Quarter of said
Section .31, said arc being subtended by a chord bearing and distance at North
37 degrees 08 minutes 50 seconds West, 159.20 feet; thence North 01 degrees 08
minutes 00 seconds East, along the Westerly boundary line of the West Half of
the Northeast Quarter of said Section 31, a distance of 272.47 feet to a corner
of the lands described in Official Records Volume 5923 page 918; thence South 54
degrees 22 minutes 52 seconds West along the Southerly boundary of said lands,
170.08 feet to the Northeasterly right-of-way line of said Phillips Highway,
thence along said Northeasterly right of way line of said Phillips Highway 61.4
feet along the arc of a curve concave Southwesterly and having a radius of
11,521.70 feet, a chord distance of 81.4 feet, the bearing of the aforementioned
chord being North 38 degrees 48 minutes 25 seconds West to the point of
tangency; thence continue along the Northeasterly right-of-way line of said
Phillips Highway North 38 degrees 55 minutes 35 seconds West a distance of 138.6
feet; run thence North 54 degrees 22 minutes 52 seconds East, along the South
boundary line of the land conveyed to Green Acres Motor Court, Inc. by deed
recorded in Deed Book 1298, Page 1, of the current Public Records of Duval
County, Florida, a distance of 331.5 feet to a point lying on the East line of
said Government Lot 4; run thence North 01 degrees 08 minutes 00 seconds East
along the East line of said Government Lot 4, a distance of 126.02 feet; thence
South 38 degrees 17 minutes 30 seconds East, a distance of 138.54 feet; thence
North 51 degrees 42 minutes *10 seconds East a distance of 380.32 feet to the
POINT OF BEGINNING.</P>
<P>TOGETHER WITH Easement Rights as set forth in Easement Agreement dated June
4, 1987, filed June 10, 1987, recorded in Official Records Book 6345, page 640,
of the current public records of Duval County, Florida.</P>
<P>ALSO TOGETHER WITH the sewer easement granted in Warranty Deed recorded in
Official Records Book 549, Page 362, of the current public records of Duval
County, Florida.</P>
<P>ALSO TOGETHER WITH easement rights set forth in Reciprocal Easement dated
November 24, 1993 and recorded November 21, 1993 in Official Records Book 7718,
page 1588, and re-recorded in Official Records Book 7738, page 2286, all of the
current public records of Duval County, Florida.</P>
<P>ALSO TOGETHER WITH easement rights set forth in Easement Agreement by and
between Taco Bell Corp. and Market Square, Ltd., recorded December 31, 1987 in
Official Records Book 6447, page 1956, of the current public records of Duval
County, Florida.</P>

<BR>
<BR>
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<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><U><P ALIGN="CENTER">EXHIBIT "C"</P>
</U><P ALIGN="CENTER">Project Site Plan</P>
</B>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><U><P ALIGN="CENTER">EXHIBIT "D"</P>
</U><P ALIGN="CENTER">METRO SQUARE OFFICE LEASE AGREEMENT</P>
<U><P ALIGN="CENTER">Work Letter Agreement</P>
</B></U><P>THIS WORK LETTER AGREEMENT (this "Work. Letter") is attached to and
made part of that certain Metro Square Office Lease Agreement (the "Lease")
dated ____________________, by and between SOUTHPARK CORPORATE CENTER, L.L.C., a
Delaware limited liability company, ("Landlord") E-LOAN, INC., a Delaware
corporation ("Tenant"). The terms, definitions and other provisions of the Lease
are hereby incorporated herein by reference.</P>
<P>IN CONSIDERATION OF the execution of the Lease and the mutual covenants and
conditions hereinafter set forth, Landlord and Tenant agree as follows:</P>
<P>1.&#9;<U>Basic Provisions</U>:</P>
<P>(a)&#9;This Work Letter sets forth the agreement with respect to the
construction of the "Building Standard Improvements", which is understood to
mean -(i) the "Shell Improvements" (as hereinafter defined) and (ii) any
additional improvements constructed or installed on the Premises using "Building
Grade" (as hereinafter defined) construction and materials. Any other
improvements to the Premises that require construction methods or materials
other than Building Grade shall be deemed to be "Non-Standard Improvements". All
improvements to the Premises constructed pursuant to this Work Letter, other
than the Shell Improvements, whether constructed or installed by Landlord or
Tenant, shall be hereinafter referred to collectively as the "Tenant
Improvements", which term shall include both Building Grade improvements and any
Non-Standard Improvements.</P>
<P>(b)&#9;"Shell Improvements' shall mean the following improvements which have
been or will be provided by Landlord, at its expense, in connection with the
construction of the Building:</P>
<P>(1)&#9;Exterior Building windows, unfinished exterior walls and roof
structure and any unfinished concrete block and sheetrock walls surrounding
Common Areas and Service Areas, if any.</P>
<P>(2)&#9;Unfinished concrete floors and ceilings.</P>
<P>(3)&#9;Electrical, cold water and sewer utility service to the demising wall
of the Premises nearest to the point at which such utility service enters the
Building.</P>
<P>(4)&#9;Automatic sprinkler systems with construction heads per minimum code
requirements for Building shell.</P>
<P>(c)&#9;In accordance with and subject to the provisions of this Work Letter,
Landlord shall, at Tenant's expense, construct and install the Tenant
Improvements, including the Non-Standard Improvements, if any.  Unless otherwise
agreed in writing (or evidenced by Landlord's approval of the "Plans and
Specifications", as hereinafter defined), Landlord shall use the following
"Building Grade" construction methods and materials where appropriate or some
other substantially comparable construction method or material deemed by
Landlord (in its sole discretion) to be Building Grade:</P>
<P>(1)&#9;Interior Partitions: Taped, finished and painted (two coats of flat
latex) partitioning to be constructed with one layer of '/2" drywall mounted on
each side of 3 5/8" metal studs, extending above the finished ceiling height and
having 4" vinyl base.</P>
<P>(2)&#9;Interior Demising Walls: Tenant separation walls consisting of one
hour fire-rated drywall mounted on each side of 3 5/8" metal studs, running from
the floor slab to the underside of roof deck Tenant shall be responsible only
for one-half of the cost of such tenant separation walls. Any other unfinished
concrete surfaces (walls or column's) to be wrapped with drywall; Tenant to bear
the full cost of such wrapped concrete walls. All demising walls to be taped,
finished and painted (two coats) and vinyl base installed in the same manner
prescribed for the interior partitions.</P>
<P>(3)&#9;Building Entry Doors: Glass storefront doors to match the existing
Building storefront entry doors.</P>
<P>(4)&#9;Interior Doors: Solid core 3'0" x 7'0", paint or stain grade in hollow
metal frame.</P>
<P>(5)&#9;Carpeting: Minimum 26 ounce face weight (or approved equal),
commercial grade, glued down throughout Premises.</P>
<P>(6)&#9;Heating, Ventilation and Air Conditioning ("HVAC"): As designed by a
Florida licensed mechanical engineer.</P>
<P>(7)&#9;Electrical: Wiring and conduit per code, as required for standard
wall-mounted duplex power outlets, switches and 2' x 4' fluorescent lighting
fixtures with complete circuitry to electrical panels, as designed by a Florida
licensed electrical engineer.</P>
<P>(8)&#9;Lighting: 2' x 4' lay-in fluorescent fixtures with opaque lens, with
wiring, conduit and circuitry as required to operate.</P>
<P>(9)&#9;Telephone Outlets: Wall-mounted outlet and conduit stubbed to
partition height.</P>
<P>(10)&#9;Ceiling: Acoustical tile lay-in ceiling with 2' x 2' x 5/8" tiles,
suspended at nine (9) feet above the finished floor throughout Premises.</P>
<P>(11)&#9;Fire Protection and Security Equipment: Recessed and concealed
sprinkler heads, exit lights, fire extinguishers and fire dampers as required
per code.</P>
<P>(12)&#9;Bathrooms - To be in compliance with all Building Codes.</P>
<P>(d)&#9;Landlord's obligation to construct any Non-Standard Improvements
requested by Tenant shall be subject to the provisions of this Work Letter
pertaining to (i) Landlord's review of the Plans and Specifications and (ii) any
delay in "Substantial Completion" (as defined in the Lease) due to Tenant's
specification of construction methods or materials other than Building
Grade.</P>
<P>2.&#9;<U>Tenant Improvement Allowance; Tenant's Costs</U>:</P>
<P>(a)&#9;Landlord shall provide Tenant with an allowance (the "Tenant
Improvement Allowance") as a credit against the cost of the Tenant Improvements
including the Non-Standard Improvements. The Tenant Improvement Allowance shall
be equal to TWENTY and NO/100 DOLLARS ($20.00) per square foot of net rentable
floor area of the Premises, which equates to the total amount of FOUR HUNDRED
EIGHTY THOUSAND and NO/100 Dollars ($480,000.00), subject to adjustment based on
verification of the net rentable floor area of the Premises pursuant to the
Lease. To the extent that the total cost of the Tenant improvements, including
without limitation the cost to prepare the Plans and Specifications in excess of
the $1.30 per square foot allowance provided in Section 3(b), exceeds the Tenant
Improvement Allowance, Tenant shall pay the full amount of such excess ("Tenant
Costs") as follows;</P>
<P>(1)&#9;Prior to commencement of construction of the Tenant Improvements,
Tenant shall pay Landlord an amount equal to fifty percent (50 %) of Tenant's
Costs, as such amount is then determined by reference to the "Construction
Budget" (as hereinafter defined).</P>
<P>(2)&#9;Prior to taking occupancy of the Premises, Tenant shall pay Landlord
an amount equal to the remaining unpaid balance of Tenant's Costs, as such
amount can then be reasonably determined by Landlord based on available
information.</P>
<P>(3)&#9;Within ten (10) days following Landlord's submittal to Tenant of a
final accounting of Tenant's Costs, Tenant shall pay Landlord the then remaining
balance of Tenant's Costs, or Landlord shall reimburse Tenant as to any excess
amounts previously paid, as the case may be.</P>
<P>(b)&#9;Tenant's Costs represent a reimbursement of monies expended by
Landlord on Tenant's behalf. Payment when due shall be a condition to Landlord's
continued performance under this Work, Letter. Any delay in construction of the
Tenant's Improvements or in Tenant taking occupancy of the Premises resulting
from Tenant's failure to make any payments of Tenant's Costs when due shall be
Tenant's responsibility. Tenant's failure to pay any portion of Tenant's Costs
when due shall constitute a default under the Lease (subject to any applicable
notice requirements or grace periods), entitling Landlord to all of its remedies
thereunder.</P>
<P>(c) Tenant shall not receive any credit or payment for any unused portion of
the Tenant Improvement Allowance.</P>
<P>3.&#9;<U>Plans and Specifications; Construction Budget</U>:</P>
<P>(a)&#9;The Tenant Improvements shall be completed in accordance with detailed
architectural and W engineering working drawings and material specifications
(the "Plans and Specifications") which shall be prepared at Tenant's expense and
shall be in a form and content as necessary to allow Landlord's contractors to
obtain all required building permits and approvals. The Plans and Specifications
shall include the following:</P>
<P>(1) fully dimensioned architectural plan;</P>
<P>(2) electric/telephone outlet diagram;</P>
<P>(3) reflective ceiling plan with light switches,</P>
<P>(4) mechanical engineering plans, reflecting complete HVAC, plumbing,
electrical and fire safety systems;</P>
<P>(5) electric power circuitry diagram;</P>
<P>(6) schematic plumbing riser diagram;</P>
<P>(7) all color and finish selections;</P>
<P>(8) all special equipment and fixture specifications; and</P>
<P>(9) structural engineering plans, reflecting any required changes or
additions to the Building structure and/or roof.</P>
<P>(b)&#9;Tenant shall utilize the architect designated by Landlord ("Landlord's
architect") in preparation of items (1), (2), (3), (7) and (8) as provided in
subparagraph (a) of this Section; and items (4), (5), (6) and (9) shall be
prepared by the engineer(s) designated by Landlord ("Landlord's engineers"). For
preparation of the full Plans and Specifications, Landlord shall pay the total
fees imposed by Landlord's architect and engineers up to a maximum amount of ONE
and 30/100 DOLLARS ($1.30) per square foot of net rentable floor area of the
Premises, plus reimbursable expenses. Any charges to be paid to Landlord's
architect and engineers by Tenant in connection with the preparation of the
Plans and Specifications over and above Landlord's $1.30 per square foot
allowance shall be deducted from the Tenant Improvement Allowance.</P>
<P>(c)&#9;Tenant shall cause the Plans and Specifications to be prepared, at
Tenant's expense'(subject to the $1.30 per square foot allowance), and submitted
to Landlord not later than March 3, 2000. Landlord shall then have a period of
not more than ten (10) days following -such submittal in which to review and
approve the Plans and Specifications or state any objections to same in writing.
Landlord's approval shall not be unreasonably withheld, and any objections shall
be reasonable in nature and stated in sufficient detail so as to allow necessary
modification by Tenant. Tenant shall have a period of not more than ten (10)
days following receipt of Landlord's objections, if any, to make necessary
modifications to the Plans and Specifications and resubmit same to Landlord in
final form. Once accepted by Landlord in final form, the Plans and
Specifications may be modified only with Landlord's written approval, and Tenant
shall be liable for any additional costs incurred as a result of any such change
order(s) as may be approved by Landlord.</P>
<P>(d)&#9;Should Tenant fail to either (i) submit the Plans and Specifications
to Landlord by the date specified in subsection (c) of this Section or (ii) make
any reasonable modifications to same and resubmit to Landlord as so specified,
then such failure shall be construed as a material event of default under the
Lease, entitling Landlord to the remedies provided thereunder.</P>
<P>(e)&#9;Within fifteen (15) days following receipt of the final approved Plans
and Specifications, Landlord shall have its contractor(s) prepare an estimated
budget (the "Construction Budget") of the cost of the Tenant improvements,
including the Non-standard Improvements, and shall submit same to Tenant. The
Construction Budget shall be in reasonable detail and shall reflect a unit cost
for all improvements which is reasonable in amount, given the then current
market conditions pertinent to labor and material costs for such construction.
The cost of the Tenant Improvements, as set forth in the Construction Budget,
shall also include (i) the cost of all utilities, air conditioning, and security
services provided during construction and (ii) the cost of any Building Standard
Improvements to the Premises previously constructed by Landlord in excess of the
Shell Improvements.</P>
<P>(f)&#9;Not later than ten (10) days following receipt of the Construction
Budget, Tenant shall provide notice to Landlord of Tenant's intention to modify
the Plans and Specifications. Tenant shall cause such modifications to be made
promptly and shall submit the revised Plans and Specifications to Landlord for
approval within a ten (10) day period as set forth above, and if approved,
Landlord shall cause a revised Construction Budget to be prepared within ten
(10) days for Tenant's review; provided that the entire time period following
(i) Tenant's 10-day approval period of the initial Construction Budget until
(ii) Landlord has approved the revised Plans and Specifications with a
Construction Budget acceptable to Tenant, shall be "Tenant Delay" (as
hereinafter defined).</P>
<P>(g)&#9;The Construction Budget shall be used as a basis for calculating
Tenant's Costs, if any. Landlord shall make a diligent effort to cause the
Tenant Improvements to be completed at a cost no greater than the final
Construction Budget, and Landlord shall give Tenant notice of any costs that
exceed the Construction Budget and a reasonable explanation of such excess cost.
Following final completion of the Tenant Improvements, Landlord shall provide
Tenant with a statement of actual costs thereof, including the cost of any
Landlord-approved change orders.</P>
<P>4.&#9;<U>Contractor(s); Permits; Performance Bond</U>:</P>
<P>(a)&#9;Landlord shall use its own contractor(s) and shall obtain all building
permits necessary to complete the Tenant Improvements with the exception of any
item(s) (whether or not shown in the Plans and Specifications) which may be
agreed in writing to be constructed or installed by Tenant or Tenant's
contractor(s). The cost of all building permits obtained by Landlord's
contractor(s) shall. be deducted from the Tenant Improvement Allowance.</P>
<P>(b)&#9;In the event that the parties hereto have agreed that Tenant will
undertake to provide some portion of the Tenant Improvements, Tenant shall use
licensed contractors, approved by Landlord, and shall be responsible for
obtaining all necessary permits and approvals at Tenant's sole expense. Tenant
shall advise its contractor(s), subcontractor(s) and material supplier(s) that
no interest of Landlord in the Premises, the Building, the Land or the Project
shall be subject to liens to secure payment of any amount due for work performed
or materials installed in the Premises by Tenant and that Landlord has recorded
a notice to that effect in the public records of Duval County, Florida.
.Landlord shall permit Tenant and Tenant's contractor(s) to enter the Premises
prior to the Commencement Date to accomplish any work as agreed; however, Tenant
agrees to insure that its contractor(s) does (do) not impede Landlord's
contractor(s) in performance of their respective tasks. Landlord shall not be
liable in any way for any injury loss, damage or delay which may be caused by or
arise from such entry by Tenant, its employees or contractor(s).  Should Tenant
undertake a portion of the Tenant Improvements or employ any contractors) other
than Landlord contractor(s), Tenant shall pay Landlord a fee equal to ten
percent (10%) of the cost of the work undertaken by Tenant or Tenant's
contractor(s), such fee to compensate Landlord for coordination and supervision
of the integration of the work to be done by Tenant or Tenant's contractor(s)
into the overall Tenant Improvements.</P>
<P>(c)&#9;Landlord shall have the right to disapprove any of Tenant's
contractors or subcontractors if Landlord has reason to believe that such
contractors or subcontractors are: (i) not licensed as required by any
governmental agency; (ii) not technically qualified or sufficiently staffed to
do the work; (iii) not financially capable of undertaking the work; and/or (iv)
incompatible with any of Landlord's contractors or subcontractors working on the
Building (such incompatibility to include possible conflicts with any union
contractors employed by Landlord).</P>
<P>(d)&#9;In the event that the total cost of the Tenant Improvements (including
the Non-Standard Improvements) to be constructed and installed by Landlord
exceeds $100,000.00, Landlord shall require its contractor(s) to provide a
performance and payment bond(s),covering such construction. Should Tenant
undertake construction of a portion of the Tenant Improvements costing in excess
of $100,000.00; then Tenant shall require its contractor(s) to provide
performance and payment bond(s) covering the total value of such work. In any
case, the cost of the performance and payment bond premiums shall be borne by
Tenant as part of Tenant's Costs.</P>
<P>5.&#9;<U>Construction of the Improvements</U>:</P>
<P>(a)&#9;Landlord shall substantially complete the Building Standard
Improvements and the Non-Standard Improvements, if any, in accordance with the
Plans and Specifications, not later than the Target Date as specified in the
Lease, subject to any "Tenant Delay" and/or "Unavoidable Delay" (as hereinafter
defined).  ("Substantial Completion" shall have the meaning ascribed in Section
2.2 of the Lease.)  Landlord, its employees, agents and contractors, shall,
however, be allowed to enter upon the Premises at any reasonable times)
following the Commencement Date as necessary to complete any unfinished details,
and such entry shall not constitute an actual or constructive eviction of
Tenant, in whole or in part, nor shall it entitle Tenant to any abatement or
diminution of rent or relieve Tenant from any obligation under the Lease.</P>
<P>(b)&#9;Notwithstanding any provision of the Lease or this Work Letter to the
contrary, however, Landlord's obligation to achieve Substantial Completion of
the Tenant Improvements not later than the Commencement Date specified in the
Lease shall be subject to any "Tenant Delay" (as hereinafter defined) and any
delay due to the following causes ("Unavoidable Delay"):</P>
<P>(1)&#9;Any delay beyond twenty-one (21) days in the issuance of all building
permits necessary to construct and install the Tenant Improvements, where such
delay is due to the governmental agency process and not to any failure on the
part of Landlord or Landlord's contractors to promptly apply and submit all
required items for such permits or to diligently pursue issuance of same;</P>
<P>(2)&#9;Any conditions resulting in the unavailability of labor, equipment
and/or materials needed to construct and install the Tenant Improvements;</P>
<P>(3)&#9;The occurrence of any moratorium on building or utility connections
that prohibit or delay Landlord in achieving Substantial Completion; and</P>
<P>(4)&#9;Any act of God or other cause beyond the reasonable control of
Landlord, its contractors and/or agents.</P>
<P>In the event of any Unavoidable Delay, the Commencement Date of the Lease
Term and Landlord's obligation to achieve Substantial Completion shall be
extended to the date following the original scheduled Commencement Date by the
number of days of such Unavoidable Delay.</P>
<P>(c)&#9;Tenant shall be responsible for any delay in Substantial Completion
resulting from any of the following causes ("Tenant Delay"):</P>
<P>(1)&#9;Tenant's failure to submit the Plans and Specifications. (or any
necessary modifications or additions thereto) within the time periods specified
in this Work Letter;</P>
<P>(2)&#9;Tenant's failure to pay any portion of Tenant's Costs when due;</P>
<P>(3)&#9;Tenant's specification of special materials or finishes, or special
installations other than as may be specified by Landlord as Building grade,
which special items cannot be delivered or completed within Landlord's
construction schedule (subject to Landlord's obligation to give Tenant notice of
same as hereinafter provided);</P>
<P>(4)&#9;any change in the Plans and Specifications caused by Tenant once
finally approved and accepted by Landlord, even though Landlord may approve such
change;</P>
<P>(5)&#9;the performance of or failure to perform any special work or
installation by any person or firm employed by Tenant to do any work on the
Premises;</P>
<P>(6)&#9; any work stoppage or delay due to Tenant's failure to use union
contractors or labor as required by Landlord; or</P>
<P>(7)&#9;any other delay in Substantial Completion directly attributable to the
negligent or willful acts or omissions of Tenant, its employees, agents or
contractor(s).</P>
<P>(d)&#9;In the event that Tenant Delay results in or contributes to a delay in
Substantial Completion past the Target Date specified in the Lease (as first
adjusted for Unavoidable Delay, if any), then the Commencement Date shall be
deemed to have occurred and Tenant's rental obligations shall commence (subject
to any abatement as otherwise provided) as of the date Landlord would have
otherwise achieved Substantial Completion but for such Tenant Delay.</P>
<P>(e)&#9;In conjunction with Landlord's review of the Plans and Specifications
and preparation of the Construction Budget, Landlord shall advise Tenant of any
special material, finish or fixture (other titan Building Grade) requested by
Tenant that will result in a delay in Landlord's construction schedule beyond
the scheduled Commencement Date. In such event, Tenant shall either modify its
specifications so as not to delay construction or be deemed to have accepted
responsibility for any resulting delay as Tenant Delay.</P>
<P>6.&#9;<U>Window Coverings</U>: Window coverings shall not be required by
Landlord. , However in -the event, that Tenant desires window coverings, Tenant
shall request Landlord to provide, at Tenant's expense, Building Grade window
treatment as part of the Tenant Improvements. The use of Building Grade window
treatment is essential to maintain the exterior appearance of the Building,
therefore no other window treatment shall be permitted by Landlord; provided
that Tenant may, at its option, obtain Building Grade window treatment from
other sources and have same installed at Tenant's sole expense.</P>
<P>&nbsp;</P>
<P>EXECUTED BY the parties hereto simultaneously with the Lease and attached
thereto as Exhibit "D".</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=623>
<TR><TD WIDTH="44%" VALIGN="TOP">
<P>Witnesses as to Landlord</P>
<P>______________________________<BR>
Print Name:  Michael Burnsed</P>
<P>______________________________<BR>
Print Name:  Bruce N. Jackson</TD>
<TD WIDTH="56%" VALIGN="TOP">
<P>LANDLORD</P>
<P>SOUTHPARK CORPORATE CENTER, L.L.C.,<BR>
a Delaware Limited Liability Company</P><DIR>
<DIR>

<P>By:&#9;PM SOUTHPARK CORPORATE CENTER, LC<BR>
a Florida Limited Liability Company,<BR>
as Manager</P><DIR>
<DIR>

<P>By:&#9;___________________________<BR>
M. Craig Meek, Manager</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="44%" VALIGN="TOP">
<P>Witnesses as to Tenant</P>
<P>______________________________<BR>
Print Name:  Nancy Y. Impey</P>
<P>______________________________<BR>
Print Name:  David B. Wales</TD>
<TD WIDTH="56%" VALIGN="TOP">
<P>E-LOAN, INC.</P>
<P>By:&#9;_________________________________<BR>
Print Name:&#9;Frank M. Siskowski<BR>
As Its:&#9;Secretary &amp; CFO</TD>
</TR>
</TABLE>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><U><P ALIGN="CENTER">EXHIBIT "E"</P>
</U><P ALIGN="CENTER">METRO SQUARE OFFICE LEASE AGREEMENT</P>
<U><P ALIGN="CENTER">Rules and Regulations</P>
</B></U><P>1.&#9;The sidewalk, entrances, passages, courts, elevators,
vestibules, stairways, corridors, and other Common Areas obstructed or
encumbered by any Tenant or used for any purpose other than ingress and egress
to and from the Premises. Tenant shall not permit its employees or customers to
congregate or loiter in the Common Areas.</P>
<P>2.&#9;No awnings or other projections shall be attached to the outside walls
of the Project building without the prior written consent of Landlord. Except as
permitted as part of the Tenant Improvements, no curtains, blinds, shades, or
screens shall be attached to or hung in, or used in connection with, any window
or door of the Premises, without the prior written consent of Landlord, which
consent may be withheld in Landlord's sole discretion.</P>
<P>3.&#9;Except as otherwise permitted by Landlord pursuant to this Lease, no
sign, advertisement, notice or other lettering shall be exhibited, inscribed,
painted or affixed by any Tenant on any part of the outside of the Premises or
Building or on the inside of the Premises if the same can be seen from the
outside of the Premises. In the event of a violation of the foregoing by Tenant,
Landlord may remove same without any liability and may charge the expense
incurred by such removal to the Tenant</P>
<P>4.&#9;Tenant shall not occupy or permit any portion of the Premises to be
occupied as an, office for a public stenographer or typist, as a barber or
manicure shop, an employment bureau, or any other use not expressly permitted
pursuant to this Lease. Tenant shall not engage or pay any employees on the
Premises, except those actually working for Tenant at the Premises. The Premises
shall not be used for gambling, lodging, or sleeping or for any immoral or
illegal purposes.</P>
<P>5.&#9;The skylights, windows, and doors that reflect or admit light and air
into the halls, passageway or other interior Common Areas, if any, shall not be
covered or obstructed by any Tenant nor shall any bottles, parcels or other
articles be placed on the window sills.</P>
<P>6.&#9;Toilets, lavatories, urinals and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed and shall
not be used to dispose of any sweepings, rubbish, rags, or other trash or
refuse. All damages resulting from any misuse of the fixtures by Tenant, its
servants, employees, agents, or licensees shall be home by Tenant.</P>
<P>7.&#9;Except for the hanging of pictures and similar items of office decor
which do not materially damages the Premises, Tenant shall not mark, paint,
drill into, or in any way deface any part of the Premises or the Building of
which they form a part. No boring, cutting, or stringing of wires shall be
permitted in the Premises or the Building, except with the prior written consent
of Landlord. Should a Tenant require wiring for any communication service,
Landlord will direct where and how wires are to be introduced and placed, and
none shall be introduced or placed except as Landlord shall direct. Neither
Tenant nor Tenant's agents including, but not limited to, electrical repairmen
and telephone installers, shall lift, remove or in any way alter of disturb any
of the interior ceiling materials of the Premises or Building, nor shall any of
same have any access whatsoever to the area above the interior ceiling of the
Premises or the Building except with the prior written consent of Landlord and
in accordance with the guidelines established by Landlord. No antennas shall be
permitted in the Premises or in, on or around the Building.</P>
<P>8.&#9;No bicycles, vehicles, or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking shall be done or permitted by any
Tenant on the Premises, except in connection with employee lunch or coffee room;
and Tenant shall not cause or permit any unusual or objectionable odors to be
produced upon or permeate from the Premises.</P>
<P>9.&#9;Landlord shall have the right to retain a passkey and, as provided in
this Lease, to enter the Premises to examine same or to make such alterations
and repairs as may be deemed necessary, or to exhibit same to prospective
tenants, mortgagees or purchasers.</P>
<P>10.&#9;Tenant shall not make, or permit to be made, any noises which, in
Landlord's reasonable opinion, disturb or interfere ;with occupants of the
Building or neighboring Project buildings or those having business with them,
whether by the use of any musical instrument, radio, talking machine, unmusical
noise, whistling, singing, or in any other way. Tenant shall not throw anything
out of doors, windows, or skylights, if any.</P>
<P>11.&#9;Tenant shall not place additional locks or bolts of any kind upon any
of the Premises doors or windows, without Landlord's consent, nor shall any
changes be made in existing locks or the mechanism thereof, without Landlord's
consent. Tenant must, upon the termination of this Lease return to Landlord all
keys to the Premises and any interior of offices and toilet rooms.</P>
<P>12.&#9;All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which the Landlord or its agent may determine from time to time. All such
movement shall be under supervision of Landlord and in the manner agreed between
Tenant and Landlord by pre-arrangement before performance. Such pre-arrangements
initiated by Tenant will include determination by Landlord, subject to his
decision and control, of the time, method, and routing of movement and
limitations imposed by safety or other concerns which may prohibit any article,
equipment or any other item from being brought into the building. Landlord
reserves the right to prescribe the weight and position of all safes, which must
be placed upon 2-inch thick plank strips to distribute the weight. Any damage
done to the Building or to other Tenants or to other persons in bringing in or
removing safes, furniture or other bulky or heavy articles shall be paid for by
the Tenant.</P>
<P>13.&#9;Tenant agrees that all machines or machinery placed in the Premises by
Tenant will be installed so as to prevent any vibration or annoyance to any
other Building tenants (as determined by Landlord in its reasonable opinion),
and it is agreed that upon written request of Landlord, Tenant will, within ten
(10) days after the mailing of such notice, take appropriate steps to provide
for the absorbing, preventing, or decreasing of noise from any or all machines
or machinery placed in the Premises.</P>
<P>14.&#9;Employees of Landlord shall not receive or carry messages for or to
any Tenant or other person nor contract with or render free or paid services to
Tenant or Tenant's agent, employees, or invitees.</P>
<P>15.&#9;Canvassing, soliciting, and peddling in or around the Project is
prohibited, and Tenant shall cooperate to prevent the same.</P>
<P>16.&#9;Landlord will not be responsible for lost, stolen, or damaged
property, equipment, money, or jewelry from the Premises or any Common Areas,
regardless of whether such loss occurs when such area is locked against entry or
not.</P>
<P>17.&#9;Neither Tenant, nor any of Tenant's Agents, shall at any time bring or
keep upon the Premises any inflammable, combustible, or explosive fluid,
chemical, or substance, except small quantities of customary office supplies
stored and disposed of in accordance with applicable laws.</P>
<P>18.&#9;Landlord reserves the right to make such other and further reasonable
rules and regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Premises, the Building and the Project, and
for the preservation of good order therein; and any such other or further rules
and regulations shall be binding upon Tenant with the same force and effect as
if they had been inserted herein at the time of the execution of this Lease.</P>

<BR>
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<BR>
<HR WIDTH="85%">
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<B><U><P ALIGN="CENTER">EXHIBIT "F"</P>
</U><P ALIGN="CENTER">METRO SQUARE OFFICE LEASE AGREEMENT</P>
<U><P ALIGN="CENTER">Tenant Signage Regulations</P>
</B></U><P>1.&#9;Landlord shall, at its expense, construct and install a sign
for the Building in which the Premises are located (the "Building Sign"), the
design, materials used and placement of the Building Sign to be subject to
Landlord's sole discretion. Tenant's trade name sign shall be fabricated and
installed on the Building Sign by Landlord, at its expense, using design and
materials selected by Landlord in its sole discretion.</P>
<P>2.&#9;If requested by Tenant, Landlord shall, in conjunction with the
construction and installation of the Tenant Improvements, construct and install
a ground-mounted monument sign adjacent to the main entry to the Premises
("Tenant's Entry Sign"), provided that the design, materials used and placement
of Tenant's Entry Sign shall be subject to Landlord's prior written approval,
which approval may be withheld or conditioned in Landlord's sole discretion; and
further provided that Tenant shall pay all of the cost and expense incurred in
connection with the design, fabrication, construction and installation of
Tenant's Entry Sign.</P>
<P>3.&#9;Any alteration(s) of Tenant's trade name as displayed on the Building
Sign and/or Tenant's Entry Sign and/or any alteration(s) of the design,
construction or placement of Tenant's Entry Sign shall be subject to (i)
Landlord's prior written approval and (ii) Tenant's payment, in advance, of the
reasonable costs of making such alteration(s).</P>
<P>4.&#9;Tenant shall be permitted to fabricate and install a sign on the main
entry door to the Premises or on a window adjacent thereto, displaying Tenant's
trade name and such other information as may be approved by Landlord in its sole
discretion; provided that such signage shall be subject to Landlord's prior
written approval and shall be designed, fabricated and installed at Tenant's
sole expense, using Building standard lettering and materials as may be
designated by Landlord in its sole discretion.</P>
<P>5.&#9;Tenant shall not be permitted to construct or install any additional
signage of any kind whatsoever in, on or around the Premises, the Building or
the Project, or position same so that it can be plainly viewed through Premises
windows, without obtaining Landlord's prior written consent, which consent may
be withheld or conditioned by Landlord in its sole discretion. Any sign
installed by Tenant with Landlord's consent shall be removed by Tenant, at it,:
sole expense, as of the expiration or earlier termination date of this Lease,
and any damage resulting from such removal shall be repaired by Tenant, at
Tenant's expense.</P>
<P>6.&#9;Landlord shall have the right, in its sole discretion, to construct,
fabricate and install other signage in, on and around the Building and die
Project, including the Common Areas, using Building Standard design and
materials or other design and materials selected by Landlord in its sole
discretion. Landlord shall have the right to permit other Project tenants to
install signage in such other locations and using such other design and
materials as Landlord may elect in its sole discretion.</P>
<P>7.&#9;As of the date of this Lease, the Building Standard signage design and
materials are as follows:</P>
<P>a.&#9;Entry door signs shall be 2.5 inch white vinyl letters applied to
inside door surface, with Tenant's logo, if requested, subject to Landlord's
approval.</P>
<P>b.&#9;Tenant's Entry Sign shall be 4 feet high and 5 feet wide, aluminum
construction with Texcote sprayed finish painted in keeping with Building color
scheme, as designed by Landlord, with 5 inch vinyl letters in color approved by
Landlord mounted on one face only.</P>

<BR>
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<HR WIDTH="85%">
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<BR>
<BR>

<B><U><P ALIGN="CENTER">EXHIBIT "G"</P>
</U><P ALIGN="CENTER">METRO SQUARE OFFICE LEASE AGREEMENT</P>
</B><P ALIGN="CENTER">[Issuer's Letterhead]</P>
<P ALIGN="CENTER">February _, 2000</P>
<P ALIGN="CENTER">IRREVOCABLE LETTER OF CREDIT NO. _______</P>
<P>Southpark Corporate Center, L.L.C.<BR>
Building G<BR>
3563 Phillips Highway<BR>
Jacksonville, Florida 32207</P>
<P>Gentlemen:</P>
<P>We hereby open our irrevocable credit in your favor, at the request and for
the account of E-Loan, Inc., a _________________________ ("Account Party"), in
the initial amount of Five Hundred Thousand and no/100 U.S. Dollars
($500,000.00), effective immediately, which amount shall, upon receipt by us
from you of a "Reduction Certificate" (as hereinafter defined) during the month
of June, 2002 and each June thereafter, automatically be reduced on July 14,
2002, and on each July 14 thereafter, so that, as long as we have received from
you a Reduction Certificate during the immediately preceding month of June, the
Maximum Available Amount (herein so called) under this Letter of Credit shall
never exceed the following amounts during the following time periods:</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<U><P ALIGN="CENTER">Time Period</U></TD>
<TD WIDTH="50%" VALIGN="TOP">
<U><P ALIGN="CENTER">Maximum Available Amount</U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>July 14, 2000 through July 13, 2002 </TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">$500,000</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>July 14, 2002 through July 13, 2003 </TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">$410,000</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>July 14, 2003 through July 13, 2004 </TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">$320,000</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>July 14, 2004 through July 13, 2005 </TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">$160,000</TD>
</TR>
</TABLE>

<P>The Maximum Available Amount shall be available by your draft(s) on us from
time to time, at sight, in form and substance as set forth on _Exhibit A
attached hereto, accompanied by (i) the original of this Letter of Credit and
(ii) a written statement signed by a person purporting to be either an officer,
authorized representative, or member of either PM Southpark Corporate Center,
LC, a Florida limited liability company, or IRP Southpark, LLC, a Delaware
limited liability company, acting as a member in Southpark Corporate Center,
L.L.C., a Delaware limited liability company, stating the following:</P><DIR>
<DIR>

<P>An event of default has occurred under that certain office lease (the
"Lease"), dated February 4, 2000, executed by Southpark Corporate Center, L. L.
C. , a Delaware limited liability company ("Landlord"), and E-Loan, Inc., a
Delaware corporation ("Tenant"), and all applicable notice and cure periods (if
any) have been exhausted without said event of default having been cured to
Landlord's satisfaction.</P></DIR>
</DIR>

<P>Notwithstanding anything contained in this Letter of Credit to the contrary,
the above reductions occurring on July 14, 2002 and each July 14 thereafter,
shall not occur and the Maximum Available Amount then in effect shall remain at
such level throughout the term of this Letter of Credit, unless reduced by a-
drawing on this Letter of Credit by you, unless we receive from you, during each
month of June immediately preceding such July 14, a written statement (a
"Reduction Certificate") signed by a person purporting to be either an officer,
authorized representative, or member of either PM Southpark Corporate Center,
LC, a Florida limited liability company, or IRP Southpark, LLC, a Delaware
limited liability company, acting as a member in Southpark Corporate Center,
L.L.C., a Delaware limited liability company, stating the following:</P><DIR>
<DIR>

<P>A default or breach has not, to the knowledge of Southpark Corporate Center,
L.L.C., a Delaware limited liability company ("Landlord"), occurred which
remains uncured to the satisfaction of Landlord under that certain Office Lease
(the "Lease"), dated February 4, 2000, executed by Landlord and E-Loan, Inc., a
Delaware corporation.</P></DIR>
</DIR>

<P>Partial drawings under this Letter of Credit are permitted. The amount and
date of presentation of any draft drawn and presented pursuant to the terms of
this Letter of Credit shall be noted on this Letter of Credit by us. After
making such notation, this Letter of Credit shall be returned immediately to
you, unless any such draft presented and paid shall have exhausted this credit,
in which case this Letter of Credit shall be retained by us.</P>
<P>This Letter of Credit is transferable without limitation as to the number of
transfers or transferees.</P>
<P>We hereby engage with the drawers, endorsers and bona fide holders of drafts
drawn under in compliance with the terms of this Letter of Credit that such
drafts will be duly, honored if presented for payment at our office located at
_____________________________, prior to the time of expiration hereof. Such
drafts will, if presented before 10:00 a.m., local time on any Banking Day (as
hereinafter defined), be paid in immediately available funds before 4:00 p.m.,
on the Banking Day so presented. Such drafts will, if presented after 10:00
a.m.,* local time on any Banking Day, be paid in immediately available funds
before 4:00 p.m. on the first Banking Day occurring after the Banking Day on
which such draft is so presented. "Banking Day" means a day on which federally
insured commercial banks are open for business.</P>
<P>This Letter of Credit shall expire as of our close of business on July 13,
2005.</P>
<P>Except to the extent of conflict with the provisions of this Letter of
Credit, this Letter of Credit is subject to the provisions of the Uniform
Customs and Practice for Documentary Credits 1993 Revision, International
Chamber of Commerce Publication No. 500 (the "UCP").</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Very truly yours,<BR>
<BR>
_______________________________________<BR>
<BR>
By:&#9;__________________________<BR>
Print Name: _____________________<BR>
Title: __________________________</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><U><P ALIGN="CENTER">Exhibit "A" to Irrevocable Letter of Credit</P>
</B><P ALIGN="CENTER">DRAFT</P></U>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>$________________________</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="RIGHT">_______________, 200___</TD>
</TR>
</TABLE>

<P>[Name and Address of Issuer]<BR>
__________________________<BR>
__________________________<BR>
__________________________</P>
<P>Pay to the order of _______________________, on sight, the sum of
___________________________________ and ____/100 U.S. Dollars ($_____________).
Drawn under ______________________ Irrevocable Letter of Credit No. _____, dated
February&nbsp;___ , 2000.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>_________________________________<BR>
<BR>
By:&#9;__________________________<BR>
Print Name:&#9;____________________<BR>
Title:&#9;__________________________</P>
<P>_________________________________<BR>
<BR>
By:&#9;__________________________<BR>
Print Name:&#9;____________________<BR>
Title:&#9;__________________________</P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><P ALIGN="CENTER">METRO SQUARE</P>
<P ALIGN="CENTER">OFFICE LEASE</P>
</B><P>&nbsp;</P>
<P>&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>

<P>LANDLORD:&#9;Southpark Corporate Center, L.L.C.</P>
<P>TENANT:&#9;E-Loan, Inc.</P>
<P>LEASE DATE:&#9;February 4, 2000</P>
<P>PREMISES:&#9;Suite ___, Building "E"</P>
<P>&nbsp;</P>
<P>&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><P ALIGN="CENTER">TABLE OF CONTENTS</P></B>


<DIR>
<DIR>
<P><A NAME="zbkTOC"></A>1.&#9;DEMISED PREMISES.&#9;
<A HREF="#_Toc40609585">*</A>

<DIR>
<DIR>

<P>1.1&#9;Description of Premises&#9;<A HREF="#_Toc40609586">*</A></P>
<P>1.2&#9;Floor Area of the Premises&#9;<A HREF="#_Toc40609587">*</A></P>
<P>1.3&#9;Common Areas.&#9;<A HREF="#_Toc40609588">*</A></P>
<P>1.4&#9;Use of Premises.&#9;<A HREF="#_Toc40609589">*</A></P>
<P>1.5&#9;Improvements to the Premises&#9;<A HREF="#_Toc40609590">*</A></P>
<P>1.6&#9;Radon Gas Statutory Notice&#9;<A HREF="#_Toc40609591">*</A></P>
<P>1.7&#9;Option to Expand&#9;<A HREF="#_Toc40609592">*</A></P></DIR>
</DIR>

<P>2.&#9;TERM OF LEASE.&#9;<A HREF="#_Toc40609593">*</A></P><DIR>
<DIR>

<P>2.1&#9;Commencement and Expiration Dates&#9;<A HREF="#_Toc40609594">*</A></P>
<P>2.2&#9;Substantial Completion&#9;<A HREF="#_Toc40609595">*</A></P>
<P>2.3&#9;Memorandum of Commencement&#9;<A HREF="#_Toc40609596">*</A></P>
<P>2.4&#9;Inspection and Punchlist&#9;<A HREF="#_Toc40609597">*</A></P>
<P>2.5&#9;Option to Renew&#9;<A HREF="#_Toc40609598">*</A></P>
<P>2.6&#9;Tenant's Right to Cancel Lease&#9;<A
HREF="#_Toc40609599">*</A></P></DIR>
</DIR>

<P>3.&#9;RENT AND SECURITY.&#9;<A HREF="#_Toc40609600">*</A></P><DIR>
<DIR>

<P>3.1&#9;Base Rent.&#9;<A HREF="#_Toc40609601">*</A></P>
<P>3.2&#9;Late Charges and Interest&#9;<A HREF="#_Toc40609602">*</A></P>
<P>3.3&#9;Additional Rent.&#9;<A HREF="#_Toc40609603">*</A></P>
<P>3.4&#9;Rent Taxes&#9;<A HREF="#_Toc40609604">*</A></P>
<P>3.5&#9;Personal Property Tax&#9;<A HREF="#_Toc40609605">*</A></P>
<P>3.6&#9;Security Deposit.&#9;<A HREF="#_Toc40609606">*</A></P>
<P>3.7&#9;Additional Security.&#9;<A HREF="#_Toc40609607">*</A></P></DIR>
</DIR>

<P>4.&#9;AFFIRMATIVE OBLIGATIONS OF LANDLORD AND TENANT.&#9;<A
HREF="#_Toc40609608">*</A></P><DIR>
<DIR>

<P>4.1&#9;Compliance with Laws.&#9;<A HREF="#_Toc40609609">*</A></P>
<P>4.2&#9;Services and Utilities.&#9;<A HREF="#_Toc40609610">*</A></P>
<P>4.3&#9;Repairs and Maintenance.&#9;<A HREF="#_Toc40609611">*</A></P>
<P>4.4&#9;Surrendering the Premises&#9;<A HREF="#_Toc40609612">*</A></P>
<P>4.5&#9;Parking&#9;<A HREF="#_Toc40609613">*</A></P></DIR>
</DIR>

<P>5.&#9;TENANT'S RIGHTS AND OBLIGATIONS&#9;<A
HREF="#_Toc40609614">*</A></P><DIR>
<DIR>

<P>5.1&#9;Alterations.&#9;<A HREF="#_Toc40609615">*</A></P>
<P>5.2&#9;Assignment and Subleasing.&#9;<A HREF="#_Toc40609616">*</A></P></DIR>
</DIR>

<P>6.&#9;INSURANCE AND INDEMNIFICATION.&#9;<A
HREF="#_Toc40609617">*</A></P><DIR>
<DIR>

<P>6.1&#9;Insurance.&#9;<A HREF="#_Toc40609618">*</A></P>
<P>6.2&#9;Indemnification.&#9;<A HREF="#_Toc40609619">*</A></P>
<P>6.3&#9;Limitation of Landlord's Liability.&#9;<A
HREF="#_Toc40609620">*</A></P>
<P>6.4&#9;Survival&#9;<A HREF="#_Toc40609621">*</A></P></DIR>
</DIR>

<P>7.&#9;LOSS OF PREMISES DUE TO CASUALTY OR CONDEMNATION.&#9;<A
HREF="#_Toc40609622">*</A></P><DIR>
<DIR>

<P>7.1&#9;Casualty Damage.&#9;<A HREF="#_Toc40609623">*</A></P>
<P>7.2&#9;Condemnation.&#9;<A HREF="#_Toc40609624">*</A></P></DIR>
</DIR>

<P>8.&#9;DEFAULT.&#9;<A HREF="#_Toc40609625">*</A></P><DIR>
<DIR>

<P>8.1&#9;Tenant's Default&#9;<A HREF="#_Toc40609626">*</A></P>
<P>8.2&#9;Landlord's Default Remedies.&#9;<A HREF="#_Toc40609627">*</A></P>
<P>8.3&#9;Landlord's Default&#9;<A HREF="#_Toc40609628">*</A></P>
<P>8.4&#9;Exception to Cure Periods&#9;<A HREF="#_Toc40609629">*</A></P>
<P>8.5&#9;Self-Help&#9;<A HREF="#_Toc40609630">*</A></P>
<P>8.6&#9;Survival&#9;<A HREF="#_Toc40609631">*</A></P></DIR>
</DIR>

<P>9.&#9;SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.&#9;<A
HREF="#_Toc40609632">*</A></P><DIR>
<DIR>

<P>9.1&#9;Subordination.&#9;<A HREF="#_Toc40609633">*</A></P>
<P>9.2&#9;Estoppel Certificate&#9;<A HREF="#_Toc40609634">*</A></P>
<P>9.3&#9;Quiet Possession&#9;<A HREF="#_Toc40609635">*</A></P></DIR>
</DIR>

<P>10.&#9;LANDLORD'S RIGHTS AND OBLIGATIONS.&#9;<A
HREF="#_Toc40609636">*</A></P><DIR>
<DIR>

<P>10.1&#9;Rules and Regulations&#9;<A HREF="#_Toc40609637">*</A></P>
<P>10.2&#9;Construction Liens.&#9;<A HREF="#_Toc40609638">*</A></P>
<P>10.3&#9;Right of Entry.&#9;<A HREF="#_Toc40609639">*</A></P>
<P>10.4&#9;Holdover.&#9;<A HREF="#_Toc40609640">*</A></P>
<P>10.5&#9;Signs.&#9;<A HREF="#_Toc40609641">*</A></P></DIR>
</DIR>

<P>11.&#9;DELETED&#9;<A HREF="#_Toc40609642">*</A></P>
<P>12.&#9;ARBITRATION OF DISPUTES.&#9;<A HREF="#_Toc40609643">*</A></P><DIR>
<DIR>

<P>12.1&#9;Procedure&#9;<A HREF="#_Toc40609644">*</A></P>
<P>12.2&#9;Payment&#9;<A HREF="#_Toc40609645">*</A></P>
<P>12.3&#9;Disputes Subject to Arbitration&#9;<A
HREF="#_Toc40609646">*</A></P></DIR>
</DIR>

<P>13.&#9;NOTICES.&#9;<A HREF="#_Toc40609647">*</A></P><DIR>
<DIR>

<P>13.1&#9;Delivery&#9;<A HREF="#_Toc40609648">*</A></P>
<P>13.2&#9;Effective Date of Notice; Change of Address&#9;<A
HREF="#_Toc40609649">*</A></P></DIR>
</DIR>

<P>14.&#9;HAZARDOUS MATERIALS&#9;<A HREF="#_Toc40609650">*</A></P><DIR>
<DIR>

<P>14.1&#9;Use of Hazardous Materials&#9;<A HREF="#_Toc40609651">*</A></P>
<P>14.2&#9;Indemnification of Landlord&#9;<A HREF="#_Toc40609652">*</A></P>
<P>14.3&#9;Definitions&#9;<A HREF="#_Toc40609653">*</A></P>
<P>14.4&#9;Disclosure&#9;<A HREF="#_Toc40609654">*</A></P>
<P>14.5&#9;Inspection&#9;<A HREF="#_Toc40609655">*</A></P>
<P>14.6&#9;Reports&#9;<A HREF="#_Toc40609656">*</A></P>
<P>14.7&#9;Default&#9;<A HREF="#_Toc40609657">*</A></P>
<P>14.8&#9;Indemnification of Tenant&#9;<A HREF="#_Toc40609658">*</A></P></DIR>
</DIR>

<P>15.&#9;MISCELLANEOUS.&#9;<A HREF="#_Toc40609659">*</A></P><DIR>
<DIR>

<P>15.1&#9;Broker's Warranty&#9;<A HREF="#_Toc40609660">*</A></P>
<P>15.2&#9;Attorneys' Fees&#9;<A HREF="#_Toc40609661">*</A></P>
<P>15.3&#9;Partial Invalidity&#9;<A HREF="#_Toc40609662">*</A></P>
<P>15.4&#9;Waiver&#9;<A HREF="#_Toc40609663">*</A></P>
<P>15.5&#9;Binding Effect&#9;<A HREF="#_Toc40609664">*</A></P>
<P>15.6&#9;Governing Law; Venue&#9;<A HREF="#_Toc40609665">*</A></P>
<P>15.7&#9;Waiver of Jury Trial and Counterclaim&#9;<A
HREF="#_Toc40609666">*</A></P>
<P>15.8&#9;Insurance Increase&#9;<A HREF="#_Toc40609667">*</A></P>
<P>15.9&#9;Recording&#9;<A HREF="#_Toc40609668">*</A></P>
<P>15.10&#9;Survival of Remedies&#9;<A HREF="#_Toc40609669">*</A></P>
<P>15.11&#9;Landlord's Title; Authority of Parties&#9;<A
HREF="#_Toc40609670">*</A></P>
<P>15.12&#9;Business Days&#9;<A HREF="#_Toc40609671">*</A></P>
<P>15.13&#9;Time of Essence&#9;<A HREF="#_Toc40609672">*</A></P>
<P>15.14&#9;Entire Agreement&#9;<A HREF="#_Toc40609673">*</A></P>
<P>15.15&#9;Definition of Lease&#9;<A HREF="#_Toc40609674">*</A></P>
</DIR>
</DIR>
</DIR>
</DIR>
</P>

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