INDENTURE OF LEASE

EXHIBIT 10.6

LEASE

THIS INDENTURE OF LEASE, entered into this 1 day of May, 2006, by and between Clearwater Retail Partners, LLC hereinafter referred to as "Landlord" and First State Bank, hereinafter referred to as "Tenant".

WITNESSETH THAT:

In consideration of the terms and conditions hereof, Landlord hereby leases to Tenant, and Tenant hereby takes from Landlord, the Premises, as defined in section 1.1 (b).

ARTICLE I

DEFINITIONS AND ENUMERATION OF EXHIBITS

1.1 In addition to other terms which are elsewhere defined in this lease, the following terms when used in this lease shall have the meanings set forth in this section.

(a) SHOPPING CENTER: The real estate depicted or described on Exhibit "A," hereto attached and such contiguous real estate as Landlord may from time to time designate in writing as being included in Shopping Center. Landlord reserves the right to reasonably change the number and location of buildings, building dimensions, and the Common Areas, provided that such change shall not cause a change in the size, location, orientation or visibility of the Premises or the Shopping Center, reduce or impede access to the Premises or the Shopping Center, reduce the proximity of the Premises to the parking facilities or the impact the convenience of the parking facilities to the Premises, otherwise adversely impact the Premises or Tenant’s "presence" in the Shopping Center or materially adversely impact the site plan attached hereto as Exhibit "B", and further provided that Landlord shall deliver at least thirty (30) days written notice to Tenant before commencing such change.

(b) THE PREMISES: That portion of the Shopping Center, units 2, 3, 4, and 5 which are outlined on the floor plan, or plans, marked Exhibit "B," hereto attached along with all appurtenant rights to the Common Areas at Belleair Commons, US Highway 19, Clearwater, FL. The Premises are deemed to contain approximately 4,576 square feet of Gross Leased Area, but reserving and excepting to Landlord the reasonable use of the roof and exterior walls (other than store fronts) and the reasonable right to install, maintain, use, repair, and replace pipes, ducts, conduits, wires, and appurtenant fixtures, leading through the Premises in locations above the ceiling or below the floor and which will not materially interfere with Tenant’s use thereof and provided that Landlord shall deliver at least thirty (30) days written notice to Tenant before commencing such installation, maintenance, use, repair or replacement. Any rights granted to Landlord in the preceding sentence are expressly subject to Tenant’s security procedures and policies.

(c) READY FOR OCCUPANCY: When Landlord’s Work on the Premises (and Tenants’ work if such work is to be preformed by Landlord or Landlord’s Contractor) as described in Exhibit "C" hereto attached, as well as the construction of the Shopping Center and Common Areas has been substantially completed (except for finishing operations, the non-completion of which will not affect the performance of Tenant’s Work, or Tenant’s use of the Premises as a Bank with drive in tellers or items necessarily awaiting performance of Tenant’s Work) as certified in writing by Landlord’s contractor and the issuance of a certificate of occupancy for the Premises.

(d) RENTAL COMMENCEMENT DATE: The earlier of five (5) days following written notice from Landlord to Tenant that the Premises is Ready for Occupancy or upon Tenant’s opening for business, provided that in no event shall the Rental Commencement Date occur earlier than January 2, 2007.

(e) LEASE TERM OR TERM: The period of time commencing with the date of this lease and terminating Twenty (20) years after the Rental Commencement Date, unless such terminating date is other than the last day of a calendar month, in which event this lease shall terminate on the last day of the calendar month in which such date falls.

(f) SCHEDULED COMPLETION DATE: January 2, 2007

(g) MINIMUM GUARANTEED RENTAL: $ 13,346.66, plus applicable sales tax, per month.

(h) PERCENTAGE RENTAL RATE: N/A

(i) ADVANCE DEPOSIT: N/A

(j) SECURITY DEPOSIT: N/A

(k) TENANT’S GROSS SALES: Defined in Section 3.4.

(1) TENANT’S INITIAL TRADE NAME: First State Bank (Tenant may change its trade name in connection with a change in the trade name utilized by a majority of Tenant’s branch locations within ten (10) miles of the Leased Premises).

(m) TENANT’S WORK: those items set forth on Exhibit "C" to be performed by Tenant.

(n) LANDLORD’S WORK: those items set forth in Exhibit "C" to be performed by Landlord.

(o) LANDLORD’S MAILING ADDRESS: 630 Chestnut Street, Clearwater, Florida 33756, or such other address as may from time to time be designated by Landlord in a written notice to Tenant.

(p) TENANT’S MAILING ADDRESS: 22 S. Links Ave., Suite 100, Sarasota, FL 34236, Attn: Legal Dept. or such other address as may from time to time be designated by Tenant in a written notice to Landlord.

(q) USE OF PREMISES: The operation of a full service commercial banking facility, including the installation and operation of automated teller machines and/or interactive remote tellers (collectively, "ATMs") and related

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equipment to provide the public with twenty-four (24) hour per day automated banking and financial services and other related financial services which Tenant may from time to time be authorized by law to provide.

(r) LANDLORD’S CONTRIBUTION TO TENANT’S WORK: See Special Stipulations on "Exhibit G".

(s) COMMON AREAS: Those areas of the Shopping Center which are included in the Gross Leased Area.

(t) GROSS LEASED AREA: Floor area designed for tenant occupancy.

(u) LIABILITY INSURANCE LIMITS: $1,000,000 with respect to a combined single limit to include injuries to or death of any one person, and any one occurrence to property damage.

(v) LEASE YEAR: The Term "Lease Year" shall mean, in the case of the first Lease year, that period from the Rental Commencement Date to the first succeeding December 31; thereafter, "Lease Year" shall mean each successive twelve (12) calendar month period following the expiration of the first Lease Year, in each case commencing on January 1 and ending the next succeeding December 31, except that in the event of the termination of this lease on any day other than December 31, then the last Lease Year shall be the period from the end of the preceding Lease Year to such date of termination.

1.2 The exhibits enumerated in this section (if used) and attached to this lease are incorporated in this lease by this reference and are to be construed as a part of this lease.

ARTICLE II

CONSTRUCTION AND ACCEPTANCE OF PREMISES

2.1 Landlord agrees that it will promptly commence and diligently pursue the construction of those building and improvements shown on Exhibit "A" which will contain the Premises as designated on Exhibit "B" and with respect to the Premises will complete Landlord’s Work as defined in Exhibit "C" on or before the Scheduled Completion Date, with such minor variations as Landlord may deem reasonably necessary due to unavailability of materials. Tenant shall have no right to enter or occupy the Premises until the Premises are Ready for Occupancy, except for purposes of installing vaults which of its nature requires installation prior to opening for business with prior written approval and consent from Landlord and provided such work must accommodate Landlord’s construction schedule and process. Notwithstanding anything to the contrary contained in this Lease, in the event that Landlord does not deliver the Premises to the Tenant in the condition required under this within ninety (90) days following the Scheduled Completion Date, Tenant may, in its sole discretion, elect to terminate this Lease upon five (5) days written notice to Landlord provided such notice is given within thirty (30) days following such period.

2.2 Tenant agrees to submit to Landlord plans and specifications for any and all improvements which are Landlord’s responsibility, within sixty (60) days after the date of this lease, in such detail as Landlord may reasonably request covering Tenant’s Work as specified in Exhibit "C", and any other work which Tenant proposes to do in the Premises. Such plans and specifications shall substantially comply with all requirements set forth in Exhibit "C". Tenant shall not commence any work in the Premises until Landlord has approved such plans and specifications, in writing, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall approve or disapprove (with reasonable specificity) Tenant’s plans and specifications in writing within thirty (30) days after Landlord has received the same from Tenant. In the event that Landlord fails to timely approve or disapprove Tenant’s plans and specification as required herein, then Landlord shall be deemed to have granted its approval.

2.3 Upon written notification from Landlord that the Premises are Ready for Occupancy, Tenant agrees to take possession and proceed with commercially reasonable due diligence to perform the work described in such plans and specifications which have been approved by Landlord and to install its fixtures, furniture, and equipment in the Premises. Upon occupying the Premises, Tenant shall be deemed to have acknowledged that the Landlord has complied with all of its covenants and obligations with respect to the construction of the Premises, except for punch list items and defects in Landlord’s Work which are latent at the time the Premises are occupied.

2.4(a) Unless delayed by events of force majeure or other events beyond Tenant’s reasonable control, Tenant agrees to employ reasonable efforts to open the Premises to the public for business within one hundred eighty (180) days after the Premises are Ready for Occupancy, except that Tenant shall not be obligated to open the Premises to the public for business until Landlord has substantially completed construction of the Shopping Center; including all Common Areas.

(b) In the event that Tenant fails to open the Premises for business fully fixtured, stocked, and staffed within one hundred and eighty (180) days from the Rental Commencement Date, then, unless such delay is caused or occasioned by Landlord or events of force majeure or other events beyond Tenant’s reasonable control, the Tenant shall be in default hereunder.

2.5 Intentionally Deleted.

2.6 Intentionally Deleted.

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2.7 Intentionally Deleted.

ARTICLE III

RENT

3.1 Rental and other charges due and payable hereunder shall accrue hereunder from the Rental Commencement Date until the termination of this lease and shall be payable to Clearwater Retail Partners, LLC at the following mailing address unless otherwise directed by Landlord in writing: c/o 630 Chestnut Street, Clearwater, Florida 33756.

3.2 The first monthly installment shall be due and payable on or before the Rental Commencement Date (except that if the Rental Commencement Date falls on a day other than the first day of a calendar month, the first payment shall be an amount equal to that percentage of monthly installment which the number of days from the Rental Commencement Date to the end of such calendar month bears to the total number of days in such month) and a like installment, unless adjusted upward as provided below, shall be due and payable without notice on or before the first day of each succeeding calendar month during the Term. Unless otherwise specifically provided for in this lease, the covenant of Tenant to pay all rents hereunder is and shall be deemed a separate and independent covenant and Tenant shall have no right of deduction or set-off whatsoever. It is agreed that after the First Lease Year and during the Lease Term and Option Periods, Minimum Guaranteed Rental shall be computed as follows: Multiply the Minimum Guaranteed Rental provided for in Article 1.1 (g) by a fraction, the numerator of which is the Consumer Price Index established for the last preceding December, and the denominator of which is the Consumer Price Index established for the month preceding the Rental Commencement Date of this lease. If the product thus ascertained is greater than the Minimum Guaranteed Rental, said product shall be the new Minimum Guaranteed Rental payable to Landlord by Tenant during each month of the ensuing Lease Year; and if the product thus ascertained is equal to or less than the Minimum Guaranteed Rental, the total monthly rental payable to Landlord by Tenant during each month of the ensuing Lease Year shall be the Minimum Guaranteed Rental payable under Article 1.1 (g). The total Minimum Guaranteed Rental for each Lease Year after the First Lease Year during the Lease Term shall be recomputed in accordance with the above stated formula as soon as practicable after the end of each Lease Year of this lease. Notwithstanding the foregoing, the adjustment annually will always be based upon a minimum increase of 1% and maximum increase of 2% annually. The foregoing annual increases shall be cumulative.

For the purposes of this Article 3.2, "Consumer Price Index" shall mean that consumer price index established by the Bureau of Labor Statistics of the United States Department of Labor which is entitled "Consumer Price Indexes for All Urban Consumers, United States City Average, All items 1982-84 = 100 Unadjusted," or in the event said index is no longer provided by said Bureau of Labor Statistics, the index furnished by said Bureau which most accurately and completely replaces said above-referenced index.

3.3, 3.4, 3.5 Intentionally Deleted.

ARTICLE IV

SALES REPORTS AND RECORDS

4.1,4.2,4.3 Intentionally Deleted.

ARTICLE V

COMMON AREAS

5.1 Tenant, and it licensees, concessionaires, employees and customers shall have the non-exclusive right to use the Common Areas as constituted from time to time, such use to be in common with Landlord, other Tenants of Shopping Center and other Tenants of Shopping Center and other persons entitled to use the Common Area, subject to such reasonable rules and regulations as Landlord may from time to time prescribe, provided that Landlord shall provide Tenant with at least sixty (60) days prior written notice of any such rule or regulation. Landlord may require that automobiles owned by Tenant, its licensees, concessionaires and employees be parked in specific portions of the Common Areas. Upon reasonable written request by Landlord, Tenant shall have thirty (30) days to furnish to Landlord a complete list of the license numbers of all automobiles operated by Tenant, its licensees, concessionaires and employees. If Tenant, its licensees, concessionaires and employees fail to park their cars in the designated Common Areas, Landlord shall have the right in its sole discretion to (i) charge Tenant ten Dollars ($10.00) per day per car parked in any Common Areas other than those designated, and/or (ii) have such car(s) physically removed from the Shopping Center at Tenant’s expense without any liability whatsoever to Landlord. Tenant shall not interfere with the rights of other persons to use the Common Areas. Landlord may temporarily close any part of the parking facilities or other portions of the Common Areas for such minimal periods of time as may be reasonably necessary for (i) temporary use as a work area in connection with the construction of buildings or other improvements within the Shopping Center or contiguous property, (ii) repairs or alterations in or to the Common Areas or to any sewers, utility facilities or distribution lines located within the Common Areas, (iii) preventing the public from obtaining prescriptive rights in or to the Common Areas, (iv) security reasons, or (v) doing and performing such other acts (whether similar or dissimilar to the foregoing) in, to and with respect to, the Common Areas as in the use of good business judgment the Landlord shall reasonably determine to be appropriate for the Shopping Center, provided however, that Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s business. Notwithstanding anything to the contrary contained in this lease, Landlord shall not be permitted to take any action with respect to the Common Areas and/or parking areas or make any changes, repairs, temporary closings or modifications to the Common Areas and/or parking areas, if the same will (1) cause a change in the size, location, orientation or visibility of the Premises or the Shopping Center, (2) reduce or impede access to the Premises or the Shopping Center, or (3) reduce the proximity of the Premises to the parking areas or the impact the convenience of the parking facilities to the Premises or block Tenants drive through facility. The parking ratio for the Shopping Center at the Rental Commencement Date will be 5.41 parking spaces for each 1,000 rentable square foot of space in the Shopping Center. Notwithstanding anything to the contrary contained in this lease, if any event or action or omission by Landlord renders the parking facilities for the Shopping Center for whatever reason inaccessible, unusable, unsafe, or which causes the number of parking spaces for the Shopping Center to be reduced below applicable local code requirements (which reasons may include but are not limited to repairs, maintenance, casualty, condemnation, or displacement or dislocation caused by future construction), Landlord shall immediately provide substitute parking facilities for Tenant’s use and its invitees which facilities shall (i) cause no net reduction in Tenant’s parking space allocation, (ii) be similarly convenient in terms of location, quality and safety, and (iii) except in the case of an emergency, be designated by prior written notice to Tenant.

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5.2 Tenant agrees to pay as additional rent, as herein provided, its share of expense commercially reasonable and necessarily incurred by Landlord for the operation and maintenance of the Common Areas ("CAM Expenses"), including without limiting the generality of the foregoing, costs incurred for lighting, painting, cleaning, central trash disposal (if Landlord elects to provide), traffic control, policing, security, landscaping and repairing the Common Areas, hazard and public liability insurance and property damage insurance, all water consumed in Shopping Center which is not separately metered to Tenants (single or multiple) thereof together with an allowance of 10% of CAM Expenses, other than taxes and insurance, for Landlord’s direct overhead but excluding depreciation of Landlord’s original investment in Shopping Center. Notwithstanding anything to the contrary contained in this lease, additional rent shall not include the following: (1) capital expenditures required by Landlord’s failure to comply with any law, statute, regulation, or other governmental or quasi-governmental requirement; (2) costs incurred for capital improvements to reduce CAM Expenses above the amount actually saved as the result of such capital improvements; (3) rent for a management office and rent and expenses for a marketing office; (4) any amounts paid to any person, firm or corporation related to or otherwise affiliated with Landlord or any general partner, officer, director or shareholder of Landlord or any of the foregoing, to the extent the same exceeds arm’s length competitive prices paid in Clearwater, Florida for similar services or goods; (5) costs incurred to remove any hazardous materials or other toxic material or substances from either the Shopping Center; (6) costs relating to maintaining Landlord’s existence, either as a corporation, partnership, trust or other entity, such as trustee’s fees, annual fees, partnership expenses, and legal and accounting fees (other than with respect to Shopping Center operations); (7) Landlord’s general overhead expenses above the ten percent (10%) cap described above; (8) costs and expenses resulting from the negligence or willful misconduct of Landlord or its employees, contractors or agents; and (9) attorney’s fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants, other occupants of the Shopping Center, or other third parties and roof repair or replacement as set forth in Section 8.1 below. CAM Expenses shall be reduced by all cash discounts, trade discounts or quantity discounts received by Landlord or Landlord’s managing agent in the purchase of any goods, utilities or services in connection with the prudent operation of the Shopping Center. In the calculation of any CAM Expenses hereunder, it is understood that no expense shall be charged more than once. Landlord shall use its best efforts in good faith to effect an equitable proration of bills for services rendered to the Shopping Center and to any other property owned by Landlord or an affiliate of Landlord. In the event there exists a conflict as to an expense which is specified to be included in CAM Expenses and is also specified to be excluded from CAM Expenses within the above list, the exclusions listed above shall prevail and the expenses shall be deemed excluded. Landlord shall not recover more than 100% of the CAM Expenses actually incurred by Landlord. Capital expenditures required due to changes in applicable governmental or other regulations that were not required when the building was built shall be considered CAM Expenses. The share to be paid by Tenant shall be that percentage of CAM Expenses which the Gross Leased Area of the Premises bears to the Gross Leased Area of the Shopping Center. Landlord and Tenant agree that the Gross Leased Area of the Premises shall be determined based on the "as built" site plan approved by the appropriate governmental authority. Upon such approval Landlord shall submit to Tenant a copy of the approved site plan along with a calculation of the Gross Leased Area for the Premises. Landlord shall, within ninety (90) days after the commencement of each Lease Year, notify Tenant in writing of the monthly charges due from Tenant based upon the Landlord’s good faith estimate of annual CAM Expenses. Within ninety (90) days after the close of each calendar year, Landlord will furnish to Tenant a detailed statement of the expenses relating to the Common Areas for such year, such statement to be prepared in accordance with generally accepted accounting practices and to include Tenant’s proportionate share of the expenses relating to the Common Areas computed as herein provided. Any necessary adjustments (in the form of an additional payment or a refund from Landlord to Tenant) shall be made sixty (60) days after delivery of such statement.

Landlord agrees to retain the books and records substantiating the CAM Expenses incurred in each calendar year for a period of at least three (3) years from the date Landlord submits an annual statement to Tenant. Tenant or its designee shall have the right, during business hours and upon reasonable prior notice, from time to time to inspect Landlord’s books and records relating to CAM Expenses, and/or to have such books and records audited at Tenant’s expense by a certified public accountant designated by Tenant. Any audit that discloses a discrepancy of more than five percent (5%) in the annual CAM Expenses shall be at Landlord’s expense and Landlord shall reimburse Tenant for such cost (including reasonable attorneys’ fees) within thirty (30) days of the result of the audit. Any discrepancy shall be promptly corrected by a payment of any shortfall to Landlord by Tenant within thirty (30) days after the applicable audit, or by a credit against the next payment(s) of rent hereunder or (at Tenant’s election) a refund from Landlord of the overpaid amount within thirty (30) days, as may be applicable. In the event Tenant does not contest a statement of CAM Expenses within three (3) years after it is rendered, such statement shall become binding and conclusive on both Landlord and Tenant, except that any such statement which may contain material misrepresentations shall not be binding and conclusive on Tenant. In the event Landlord shall fail to invoice Tenant for any CAM Expenses pursuant to this article within one (1) year, then Landlord shall be deemed to have waived its right to collect such CAM Expenses. In addition, in the event that Landlord shall fail to invoice Tenant for any CAM Expenses pursuant to this article within six (6) months following the expiration or termination of the term of this lease, then Landlord shall be deemed to have waived its right to collect such CAM Expenses.

5.3 In the event Tenant is not billed directly by the appropriate authority for water consumed on the Premises and/or for sewer rents or charges, the bill rendered by Landlord for the above shall be based upon Tenant’s prorated share of such service as reasonably determined by Landlord and shall be payable by Tenant within thirty (30) days of receipt of Landlord’s bill, and such costs or expenses incurred or payments which are made by the Landlord for water or sewer service used on the Premises shall be deemed to be CAM Expenses payable by Tenant and collectible by Landlord as such.

ARTICLE VI

USE AND CARE OF PREMISES

6.1 Subject to those exceptions set forth in Section 7.5 below, Tenant shall in good faith continuously throughout the Term of this lease conduct and carry on in the entire Premises the type of business described in Section 1.1 (q) and no material portion of the Premises shall not be used of any other purpose. Any other use shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall use Tenant’s Trade Name in the transaction of business in the Premises. Tenant shall not sell, display or solicit sales in the Common Areas. Tenant shall not use or permit the use of any vending machines or public telephones on, at or about the Premises without the reasonable prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not knowingly commit waste, perform any acts or carry on any practices which will injure the Shopping Center or be a nuisance or menace to other tenants in the Shopping Center. Tenant shall operate is business in a commercially reasonable manner and in accordance with reasonably high standards of store operation so as to maintain a character in keeping with the rest of Shopping Center, and shall, at all times when the Premises are open for business with the public, keep the Premises properly equipped with fixtures and attended by adequate personnel.

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6.2 In the use and occupancy of the Premises, Tenant shall comply with all laws and ordinances and any other applicable government or agency thereof applicable to the Premises and all requirements of any public agency having authority over insurance rates.

6.3 Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord’s reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant’s business and will be used, kept and stored 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). Notwithstanding the foregoing, Landlord recognizes and acknowledges that Tenant or its agents may use and store within the Premises reasonable quantities of customary office and cleaning supplies; provided such items are stored, used and disposed of in accordance with applicable federal, state or local law. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises, or if contamination of the Premises by Hazardous Material otherwise occurs, 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 leased or usable space or of any amenity of the Premises, damages arising from any adverse Impact or marketing of space, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the lease 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 cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Landlord’s 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. Landlord represents and warrants that to the best of its knowledge and belief there are no Hazardous Materials on, in or under the Premises, land or Shopping Center. Landlord covenants not to bring onto the land or Shopping Center, any Hazardous Materials. Landlord’s covenant shall survive the expiration or earlier termination of this lease. Landlord shall indemnify Tenant and hold it harmless against any claims, damages, losses or liabilities (including reasonable attorney’s fees) incurred by Tenant and arising from any breach of the foregoing representation and warranty and from the presence or removal of the Hazardous Materials.

As used herein, the term "Hazardous Material" means dangerous, hazardous or toxic substance, material or waste which is or becomes regulated by any, local governmental authority, the State in which the Premises are located or the United States Government.

ARTICLE VII

TENANT’S COVENANTS

7.1 Tenant shall not, nor shall Tenant at any time permit any occupant of the Premises to, (i) conduct or permit any fire, bankruptcy or auction sale (whether real or fictitious) unless directed by order of a court of bankruptcy or of competent jurisdiction, or conduct or permit any fictitious "Going Out of Business" sale; (ii) use, or permit to be used, the malls or sidewalks adjacent to such Premises, or any other area outside the Premises for the sale or display of any merchandise or for any other business, occupation or undertaking, or for outdoor public meetings, circus or other entertainment (except for promotional activities in cooperation with the management of the Shopping Center or an association of merchants within the Shopping Center); (iii) use or permit to be used, any sound broadcasting or amplifying device which can be heard outside of the Premises; (iv) operate or cause to be operated any "elephant trains" or similar transportation devices; (v) use or permit to be used any portion of the Premises for any unlawful purpose or use or permit the use of any portion of the Premises as regular living quarters, sleeping apartments or lodging rooms or for the conduct of any manufacturing business; (vi) use of the Premises for or conduct therein activities, the purpose for which is excluded from or inconsistent with or not included within the purpose for which the Premises may be used according to Section l.l(q) of this lease, or (vii) use, operate or maintain the Premises in such manner that any of the rates for any insurance carried by Landlord shall thereby be increased, unless Tenant shall pay to Landlord an amount equal to any such increase in rates, provided that Tenant receives reasonably detailed written evidence of such increase and the cause(s) thereof.

7.2 Tenant (i) will not represent or advertise that it regularly or customarily sells merchandise at "manufacturers", "distributor’s", or "wholesale", "warehouse", "fire sale", "bankruptcy sale", or similar prices or other than at retail prices; (ii) will keep all mechanical apparatus free of vibration or noise which may be transmitted beyond the confines of the Premises; (iii) will not cause or permit odors to emanate from the Premises; (iv) will not load or unload or permit the loading or unloading of merchandise, supplies or other property except within the area designated by Landlord from time to time, except for deliveries and pick-ups by armored cars and/or trucks; and (v) will not permit the parking or standing, outside of such designated area, of trucks, trailers or other vehicles or equipment engaged in such loading or unloading, except for deliveries and pick-ups by armored cars and/or trucks.

7.3 Tenant (i) will keep reasonably clean the inside and outside of all glass in the doors and windows of the Premises; (ii) will replace promptly at its own expense with glass of like kind and quality any plate or window glass; (iii) will replace doors or door hardware of the Premises which may for any reason become cracked or broken (iv) will maintain the Premises in a reasonably clean, orderly and sanitary condition and free of insects, rodents, vermin, and other pests; (v) will not permit undue accumulation of garbage, trash, rubbish or other refuse in the Premises; and (vi) will keep such refuse in proper containers inside the Premises until such time as same is called for to be removed.

7.4 Tenant shall keep the Premises open for business with the public not less than five (5) days per week and seven (7) hours per day (excepting weeks with legal holidays).

In no event shall any tenant be open for business less than thirty (30) hours in any given week, except for weeks containing any legal holiday. Notwithstanding the provisions of this Section, no tenant shall be required to keep its Premises open for business at any time prohibited by applicable law, ordinance or governmental regulations and Tenant shall be permitted to close the Premise during reasonable periods for repairing, cleaning or decorating the Premises, with written permission from Landlord which permission shall not be unreasonably withheld, conditioned or delayed.

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7.5 In the event that at any time during the Term, or any extension or renewal thereof, Tenant shall vacate, abandon, or desert the Premises or cease operating the store therein for more than ten (10) consecutive days, then, in any such event, Tenant shall be in default hereunder and Landlord shall have all rights and remedies provided under Section 17.4 hereof, provided, however, that the foregoing requirement to continuously operate shall not apply during any period when the Premises are rendered untenantable by reason of lack of or insufficient parking, heat, electricity or water, the right to sublet or assign in accordance with this lease, closure, interruption or cessation of operations due to the merger or consolidation of or by Tenant within the financial services industry, construction or installation of any alterations, decorations, additions or improvements in accordance with the terms of this lease, fire, casualty, or cause beyond Tenant’s control and not resulting from the intentional or negligent acts or omissions of Tenant, its assignees, subtenants, servants, agents, employees, invitees, licensees, or concessionaires, or the servant, agents, employees, invitees, licensees, or concessionaires of Tenant’s assignees or subtenants, and the failure to operate Tenant’s store during such period shall not be deemed a default hereunder.

7.6 If Tenant is engaged in retail sales, then Tenant shall install and maintain at all times display of merchandise in display windows in the Premises. Tenant will light any electric signs and keep the display windows in the Premises well lighted during such times as the level of light outside the Premises is less than ten (10) foot candles of natural light, except that Tenant shall not be required to keep its electric signs and windows lighted more than one hour following the store closing hour.

7.7 The rules and regulations as shown on Exhibit "F" are hereby made a part of this lease, and Tenant agrees to comply with and observe the same. Tenant’s failure to keep and observe said rules and regulations shall constitute a breach of the terms of this lease in the manner as if the same were contained herein as covenants. Landlord reserves the right from time to time to amend or supplement said rules and regulations and to adopt and promulgate additional reasonable rules and regulations applicable to the Premises and the Shopping Center. At least sixty (60) days written notice of such additional rules and regulations, and amendments and supplements, if any, shall be given to Tenant and Tenant agrees thereupon to comply with and observe all such rules and regulations, and amendments thereto and supplements thereof, provided the same shall apply uniformly to all tenants of the Shopping Center. Landlord shall not enforce the rules and regulations so as to unfairly or unjustly discriminate against Tenant. To the extent that the rules and regulations conflict with the terms of this lease, the lease shall control in all respects.

ARTICLE VIII

MAINTENANCE AND REPAIR OF PREMISES,

ALTERATIONS AND LANDLORD’S RIGHT OF ACCESS

8.1 Landlord shall keep the foundation, the roof and the exterior walls of the Premises (except plate glass, doors, door closures, door frames, store fronts, windows and window frames located in exterior building walls) in first class condition and good repair, except that Landlord shall not be required to make any repairs occasioned by the act of gross negligence or willful misconduct of Tenant, its assignees, subtenants, servants, agents, employees, invitees, licensees, or concessionaires, or the servants, agents, employees, invitees, licensees, or concessionaires of Tenant’s assignees or subtenants, or any damage caused by break-in, burglary, or other similar acts in or to the Premises. In the event that the Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give prompt written notice thereof to Landlord; and Landlord shall promptly begin to make such repair and with reasonable due diligence complete the same.

8.2 Landlord shall maintain in a good and first class condition, similar to other first class shopping centers in the Tampa, Florida area, all foundations, structural elements, roofs, exterior surfaces and walls of all buildings in the Shopping Center, including without limitation the Premises. Notwithstanding anything to the contrary contained in this lease, Landlord shall be responsible for compliance with any requirements of any board of fire underwriters or similar body relating to the Shopping Center or any other law, rule, statute, regulation or ordinance of any governmental agency or body having jurisdiction over the Shopping Center (collectively, "Laws") that apply to shopping centers in Tampa, Florida generally. To the best of Landlord’s knowledge and belief, the Shopping Center will be in compliance with such applicable Laws, in effect as of the Rental Commencement Date.

8.3 Tenant shall, at its sole cost and expense, keep the Premises in a reasonably safe, slightly, and serviceable condition and free from any infestation by insects, rodents, or other pests, make all needed maintenance, repairs, and replacements for the proper operation of Tenant’s business within the Premises, including, but not limited to, all maintenance, repairs, and replacements to (i) the heating, ventilating, and air conditioning systems located within and exclusively serving the Premises; (ii) the exterior and interior portion of all doors, windows, window frames, plate glass, door closures, door frames and store fronts; (iii) all plumbing and sewage facilities located within and exclusively servicing the Premises; (iv) all fixtures within the Premises; (v) all electrical systems located within and exclusively serving the Premises; (vi) all sprinkler systems located within and exclusively serving the Premises; (vii) all interior walls, floors, and ceilings; (viii) any of Tenant’s Work; (ix) all repairs, replacements, or alterations required by any governmental authority; and (x) all necessary repairs and replacements of Tenant’s trade fixtures required for the proper conduct and operation of Tenant’s business. If at any time and from time to time during the Term, and any extensions and renewals thereof, Tenant shall fail to make any maintenance, repairs, or replacements in and to the Premises for more than thirty (30) days after written notice from Landlord, Landlord shall have the right, but not the obligation, to enter the Premises and to make such maintenance, repairs, and replacements for and on behalf of Tenant, and all actual and documented sums expended by Landlord for such maintenance, repairs, and replacements shall be deemed to be additional rent hereunder and shall be payable to Landlord upon thirty (30) days written demand. Tenant shall keep in force a standard maintenance agreement on all heating, ventilating, and air conditioning systems located within and exclusively serving the Premises with a reputable heating and air conditioning service organization. After the Rental Commencement Date Tenant shall, at its own cost and expense, make or cause to be made all such alterations to the Premises (including without limiting the generality of the foregoing, removing barriers and providing alternative services) as shall be required for compliance with the Americans with disabilities Act of 1990, as now or hereafter amended, and the rules and regulations from time to time promulgated thereunder.

8.4 Tenant shall not make any alterations, additions, or replacements to the Premises, or any repairs required of Landlord under Section 8.1 of this lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, except for Tenant’s Work and the, installation of moveable fixtures such as Tenant’s moveable vault or safety deposit compartments. All alterations, additions, and improvements made in and to the Premises and all floor covering that is cemented or adhesively fixed to the floor and all fixtures (other than trade fixtures) which are installed in the Premises shall remain in and be surrendered with the Premises and shall become the property of Landlord at the expiration or sooner termination of this lease. Landlord hereby waives any lien rights which it may otherwise have concerning Tenant’s property, which shall include furniture, fixtures, equipment, any and all equipment and/or supplies utilized by Tenant in its business operations ("Tenant’s Property"), and Tenant shall have the right to remove the same at any time without Landlord’s

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Landlord:              Tenant:             

consent, provided that Tenant shall repair and restore any damage to the Premises, caused or occasioned by such removal. Notwithstanding anything to the contrary contained in this lease, Tenant shall be allowed to make non-structural alterations, which are decorative in nature, up to $50,000.00 without Landlord’s consent or approval.

8.5 All Tenant’s Work and all repairs, alternations, additions and improvements done by Tenant within the Premises shall be performed in a good and workmanlike manner, in compliance with all governmental requirements, and at such times and in such manner as will cause a minimum of interference with other construction in progress and with the transaction of business in Shopping Center. Whenever Tenant proposes to do any construction work within the Premises, Tenant shall first furnish to Landlord plans and specifications covering such work in such detail as Landlord may reasonably request. Such plans and specifications shall comply with such requirements as Landlord may from time to time reasonably prescribe for construction within the Shopping Center. Except as otherwise provided in this lease, in no event shall any construction work be commenced within the Premises without Landlord’s written approval of such plans and specifications. All plans and specifications submitted to Landlord for alterations to the Premises shall be in compliance with all applicable laws and governmental and quasi- governmental rules and regulations. Landlord shall approve or disapprove with reasonable specificity any Tenant’s plans and specifications within thirty (30) days after Landlord has received such plans and specifications. If Landlord fails to timely approve or disapprove with reasonable specificity, then Landlord shall be deemed to have granted its approval.

8.6 Upon not less than forty-eight (48) hours prior written notice to Tenant and subject to Tenant’s reasonable security procedures and requirements, Landlord shall have the right, but not the duty, to enter upon the Premises at any time for the purpose of inspecting the same, or of making repairs to the Premises, or of showing the Premises to lenders or to prospective purchasers or, within the last six (6) months of the Term, tenants. Landlord shall use reasonable efforts to minimized any interference with Tenant’s use and occupancy of the Premises.

8.7 Tenant shall not suffer or permit any materialmen’s, mechanics’, artisans’ or other liens to be filed or placed or exist against the land or building of which the premises are a part, or Tenant’s interest in Premises by reason of work, services or materials supplied or claimed to have been supplied to Tenant or anyone holding the Premises or any part thereof through or under the Tenant, and nothing contained in this lease shall be deemed or construed in any way as constituting the consent or request of Landlord, expressed or implied, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any improvements, alternations or repairs of or to the Premises 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 the filing of a materialmen’s, mechanics’ or other lien against the Premises. If any such lien should, at any time, be filed, Tenant shall cause the same to be discharged of record within thirty (30) days after the date of filing the same. If Tenant shall fail to discharge such lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by a deposit in court or by posting a bond. Any amount paid by Landlord for any of the aforesaid purposes, or for the satisfaction of any other lien not caused by Landlord, and all reasonable, actual and documented expenses of Landlord in defending any such action or in procuring the di