OFFICE LEASE AGREEMENT

EXHIBIT 10.22

OFFICE LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”), is made and entered into on the 11th day of June 2002, by and between TEQUESTA BUSINESS ASSOCIATES, a Florida General Partnership (“Landlord”); and INDEPENDENT COMMUNITY BANK (“Tenant”).

W I T N E S S E T H :

1.

Definitions .  Landlord and Tenant hereby agree that the words and phrases set forth below shall, when used in this Lease, have the following meaning:

(a)

“Building” shall mean office building known as “250 Tequesta Drive, Tequesta, Florida” located upon the real property (the “Property’) described in Exhibit “A” attached hereto and incorporated herein. Reference made to the Property in this Lease shall be deemed to include the Building unless expressly provided otherwise.

(b)

“Premises” shall mean the suite of offices located within the Building known as Suites #101, #201 and #203 containing approximately 9,551 square feet. A copy of the approximate floor plan of the Premises is attached hereto as Exhibit “B”.

(c)

“Base Rental” shall mean the sum of One Hundred Thirty Thousand Twenty Nine and 60/100 (130,029.60) Dollars, plus Florida state sales tax per annum, payable in monthly installments of $10,835.80 per month plus Florida state sales tax as adjusted pursuant to Paragraph 5 hereof.

(d)

“Commencement Date” shall be January 1, 2003.

(e)

“Lease Term” shall mean a term commencing on the Commencement Date and continuing until one hundred twenty (120) months after the Commencement Date, terminating on December 31, 2012. The first “Lease Year” shall be the first full twelve (12) month period of the Lease Term, and thereafter, each successive twelve (12) month period shall be deemed a “Lease Year.”

(f)

“Security Deposit shall mean the sum of N/A      00/100 Dollars ($ N/A     ). No interest shall be due or payable to Tenant Security Deposit and Last Month’s Rent are being held in Security Deposit Account No. 18-932-357 in the Wachovia Bank, 250 Tequesta Drive, Tequesta.

(g)

“Common Areas” shall mean those areas devoted to corridors, elevator foyers and elevator cabs, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas and other similar facilities provided for the common use or benefit of tenants generally and/or the public.

(h)

“Service Areas” shall mean those areas within the exterior wails of the Building used for elevator mechanical rooms, building stairs, fire towers, elevator shafts, flues,

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vents, stacks, pipe shafts and vertical ducts (but shall not include any such areas designated for the exclusive use of benefit or the Tenant).

(i)

“Exterior Common Areas” shall mean those portions of the Property which are not located within the Building and which are provided and maintained for the common use and benefit of Landlord and tenants of the Building generally and the employees, invitees and licensees of Landlord and such Tenants; including, without limitation, all panting areas, enclosed or otherwise, and all streets, sidewalks and landscaped areas.

(j)

“Building Standard Improvements” shall mean those improvements (including the “Shell Improvements”) constructed or installed within the Premises by Landlord.

(k)

”Building Grade” shall mean the type, brand and/or quality of materials Landlord designates from time to time to be the minimum quality to be used in the Building or the exclusive type, grade or quality of material to be used in providing the Building Standard Improvements.

2.

Lease Grant .  Subject to and upon the terms, provisions and conditions herein set forth, and each in consideration of the covenants of the other hereunder, Landlord leases to Tenant and Tenant leases from Landlord the Premises.

3.

Lease Term . This Lease shall continue in force during a period beginning on Commencement Date and continuing until the expiration of the Lease Term, unless this Lease is sooner terminated or extended to a later date under any other term or provision hereof.

4.

Use . The Premises shall be used and occupied by Tenant solely for the purpose of a Bank and related services and any other lawful office use. Tenant agrees not to use or permit the use of the Premises or the Building for any purpose which is illegal, or which, in Landlord’s sole opinion, creates a public nuisance or which would increase the cost of insurance coverage with respect to the Building.

5.

Rental .

(a)

Tenant covenants and agrees to pay during the Lease Term, to Landlord, without any setoff or deduction whatsoever, the Base Rental and all such other sums of money as shall become due hereunder as additional rent (all of which are sometimes herein collectively called “rent”), for the nonpayment of which Landlord shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental.  The Base Rental payable during each calendar year or portion thereof during the Lease Term, as increased pursuant to subparagraph (d) below, shall be due and payable in twelve (12) equal installments on the first day of each calendar month during each term of this Lease and any extensions or renewals thereof, and Tenant hereby agrees to pay such Base Rental to Landlord at Landlord’s address provided herein (or such other address as may be designated by Landlord in writing from tine to time). Tenant agrees to pay all such sums in advance monthly, and without notice or: demand, If the Lease Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of Base Rental and any adjustments thereto for such month or months shall be prorated, based on the number of days of such month.

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(b)

If any payment of Rent or other sums due hereunder is made later than the seventh day of the month, a late fee of fifty ($50.00) dollars shall be paid by Lessee, upon demand by Lessor, for each day beyond the seventh, unless a lesser rate shall then be the maximum rate permissible by law, in which event, said lesser race shall be charged. This late fee shall be in addition to and not in exclusion of any other sums payable by Lessee due to Lessee’s failure to pay when due any sums hereunder. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder.

(c)

Tenant shall pay all sales and use taxes levied or assessed against all rent payments due under this Lease simultaneously with each payment required hereunder.

(d)

Tenant shall pay the monthly installments of the Base Rental as same come due through the end of the first Lease Year, and thereafter the Base Rental shall be increased at the commencement of the second Lease Year and each Lease Year thereafter, in the amount of three (3%) percent of the previous lease year’s rental.

6.

Payment of Operating Expenses .  Notwithstanding anything contained in this Lease to the contrary, there shall be a Common Area Maintenance (CAM) charge to the Tenant as follows:

(a)

All Lease Years:  A CAM charge shall be due and payable in monthly installments of $4,302.45, plus sales tax, per month, in addition to the base rent.

(b)

All Lease Years: The balance of any CAM charges shall be due and payable at the end of the Lease Year based upon the actual costs and expenses incurred during said Lease Year. The actual amount of CAM charges due shall be equal to the actual costs and expenses multiplied by a fraction, the numerator of which is the square footage of the demised Premises and the denominator of which is the total square footage of rentable space within the building. It is acknowledged that said fraction is forty-five (45% percent) CAM charges shall he defined as follows:

All costs of operation and maintenance of the building and appurtenances, as determined by standard accounting practices. Operating expenses include, but are not limited to, costs for the following: real estate taxes, utilities, elevator, maintenance, heating, ventilating and air conditioning maintenance, management fees, security, legal and auditing services, window cleaning, engineering, salaries and benefits, automated mechanical controls trash removal, insurance premiums, general area and suite maintenance and repair, uniforms, exterminator services, plumbing and electrical equipment repair, grounds keeping, nonleasing advertising, and janitorial services and supplies.

Operating expenses do not include depreciation on the building, loan payments, or real estate brokers’ commissions. At its own expense, the Tenant is entitled to audit the Landlord’s books and records relating to this Lease for the base year and any year or years for which additional rental payments become due. The Tenant may exercise this right only at reasonable times.

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(c)

Adjustment to CAM Payments:  Promptly after the close of each Lease Year, Landlord shall furnish Tenant with a detailed statement of CAM expenses for such year. If Tenant’s liability under this section for such year shall exceed its payments on account for such year, Tenant shall pay the amount of such excess to Landlord within thirty (30) days of Tenant’s receipt of such statement If the Tenant’s payments on account for such year shall exceed its liability under this section for such year, Landlord shall credit Tenant with such overage toward the immediately succeeding Lease Year. If such an overage occurs during the final Lease Year, then the overage shall be refunded to Tenant within thirty (30) days of Tenant’s receipt of such statement.

(d)

Expenses Not Included in CAM: CAM expenses shall exclude all costs and expenses which in accordance with generally accepted accounting principals consistently applied, would not normally be treated as operating expenses by owners of comparable buildings in Palm Beach County, Florida. Management fees to be included in CAM must nor be in excess of what is customary and reasonable for comparable buildings in Palm Beach County, Florida.

7.

Services to be Furnished by Landlord .  Landlord agrees to furnish Tenants the following services as part of the operations of the Building:

(a)

Water at those points of supply provided for general use of Tenant and other tenants in the Building;

(b)

Subject to the provisions of Paragraph 9, central heat and air conditioning, at such temperatures and in such amounts as are considered by Landlord to be standard or as required by governmental authority for all of the common areas. Any costs for repair and/or replacement which are not covered under Tenant’s Service agreement set forth in said Paragraph 9, other than filters, shall be paid by Landlord, The cost of filters and the replacement thereof, as to the demised Premises and not the common areas, shall be borne by the Tenant.

(c)

Routine maintenance and electric lighting service for all Common Areas and Service Areas of the Building in the manner and to the extent deemed by Landlord to be standard including, but not limited to, elevator maintenance, landscape maintenance, parking lot maintenance, alarm service, roof repair and maintenance, and window cleaning. Said maintenance shall be performed in a professional manner consistent with the use of the Building for Bank and professional office uses.

(d)

Janitor service and supplies to all Common Areas, Mondays through Fridays, exclusive of normal business holidays. (Note: The bathrooms on the ground floor of the Building within the Premises shall be maintained by Tenant).

(e)

Subject to the provisions of Paragraph 11, facilities to provide all electrical current reasonably required by Tenant in its use and occupancy of the Premises;

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(f)

All Building Standard fluorescent bulb replacement in the Common Areas and Service Areas;

(g)

Security in the form of limited access to the Building during other than Normal Business Hours shall be provided in such form as Landlord deems appropriate. Landlord may require those tenants requesting access to the Building during other than Normal Business Hours to pay a fee for such access in order to partially reimburse Landlord for the cost of the system which limits after-hours access. Notwithstanding the foregoing, at the inception of this Lease, there is no security system in place at the building which would result in a fee for after hours access. However, Landlord reserves the right to install a security system and charge such a reasonable fee in the future should the need for a system arise. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages done by unauthorized persons on the Premises and neither shall Landlord be required to insure against any such losses. Tenant shall cooperate fully in Landlords efforts to maintain security in the Building and shall follow all regulations promulgated by Landlord with respect thereto. Notwithstanding anything to the contrary contained above, until a system, other than a dead bolt lock system, is installed at the Building, Tenant shall be provided with a key to the lobby doors for after hours access for Tenant and its employees. Tenant shall, at Tenant’s expense, install a security system for the space occupied by Tenant; and,

(h)

Tenant shall be permitted to use elevators for normal passenger uses. For the purpose of moving bulky property in and out of the Building, Tenant shall be permitted to use the elevators only during other than Normal Business Hours and only after first obtaining Landlord’s consent to such use, request for such consent to be submitted not less than one (1) day in advance of each move. (Tenant shall promptly reimburse Landlord for all costs associated with the after-hours operation of the elevator service for moving purposes, including without limitation the cost of any operator or security personnel, and Tenant shall also promptly reimburse Landlord’s cost to repair any damage to the elevator cab(s) or the Building resulting from Tenant’s moving.)

The failure by Landlord to any extent to furnish the defined services noted above, in whole or in part, or the interruption or termination of same, resulting from causes beyond the reasonable control of Landlord shall not render Landlord liable in any respect nor be construed as an eviction (constructive or otherwise) of Tenant, nor cause an abatement of rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services cease for any reason to function properly, Tenant shall have no claim for offset or abatement of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom.

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8.

Premises Accented As-Is :  Tenant acknowledges that Tenant has conducted a walk-through inspection of the Premises, is satisfied with the condition thereof, and accepts the Premises in their existing “as is” condition.

9.

Care of the Premises by Tenant .  The Tenant shall keep the interior of the demised Premises, which includes, but in not limited to, all electrical, plumbing, heating, air-conditioning, and other mechanical installation therein, all doors, and all plate glass and door and window glass, in good order. With the exception for those services to be provided by the Landlord as set forth in Paragraph 7 above, Tenant shall make all such repairs, alterations, replacements and modifications at its own expense arid using materials and labor of a kind and quality equal to the original work. Tenant shall surrender the demised premises at the expiration or earlier termination of the Lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear and damaged by fire or other casualty of the kind insured against in standard policies of fire insurance with extended coverage. Except as herein above provided, the Landlord shall have no obligation to repair, maintain, alter, replace, or modify the demised premises or any part thereof, or any electrical, plumbing, heating, air-conditioning, or other mechanical installation therein.

Tenant shall arrange for the maintenance of all heating and air conditioning equipment for its Premises with Custom Air Conditioning (“contractor”), or such other heating and air conditioning contractor approved in writing by the Landlord, which contractor will carry out such maintenance on a scheduled basis (not less than quarterly) and will furnish the name of the contractor and a copy of the maintenance program to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld. Tenant shall not permit any liens to be attached to the demised premises by reason of any labor or material used in repairs or alterations by Tenant.

Tenant shall be responsible for all damage and repairs to the Premises caused by burglary or vandalism.

10.

Graphics .  Landlord shall provide and install, at Tenant’s expense , all letters or numerals on doors entering the Premises. All such letters and numerals shall be in the standard graphics as approved by Landlord for the Building, and no others shall be permitted on the Premises without Landlord’s prior written consent. No sign or visual advertisement shall be placed in any window. Tenant may install a time and temperature sign outside the building at Tenant’s expense and two signs on the exterior of the building where the current bank tenant’s signs are located. Tenant shall submit a design of the signs to Landlord for Landlord’s approval before the signs are installed.

11.

Use of Electrical Services by Tenant :  Tenant shall pay for the cost of the electric utilities used by it which are metered separately.

12.

Parking .  During the term of this Lease, Landlord shall provide Tenant with unassigned parking spaces in the covered and uncovered parking areas located on the Property, such parking spaces and all driveways and walk-ways located on the Property to be used by Tenant on a non-exclusive basis with Landlord and other tenants of the Building, their guests and invitees. All covered and uncovered parking shall be provided at no charge to Tenant and shall be on a first-come first-serve basis.

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Landlord shall have a right to designate the location of Tenant’s parking, and alter such designation upon reasonable notice to Tenant. Any such designation shall be done equitably as to each of the tenants of the Building. Landlord shall also have the right to establish or modify the methods used to control parking on the Property, including without limitation the installation of certain control devices or the hiring of parking attendants. At the present time, there is no designated parking allowed in the Village of Tequesta. Tequesta Corporate Center has a reciprocal parking agreement with adjacent properties, Tequesta Village Center and Bank of America.

Landlord shall not be liable for any damage to or any theft of any vehicle, or any contents therefrom, while in or about the parking areas located on the Property.

13.

Law and Regulations . Tenant agrees to comply with all applicable laws, ordinances, rules and regulations of any governmental entity, agency or authority having jurisdiction of the Premises or Tenant’s use thereof.

14.

Building Rules and Regulations . Tenant will comply with reasonable rules and regulations of the Building adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so. Landlord shall give Tenant notice of all such rules and regulations and any changes thereto, and Tenant shall be charged with compliance with such rules and regulations and any changes thereto, and Tenant shall be charged with compliance with such rules and regulations, as the same may be changed from time to time, from the date of said notice.

15.

Entry by Landlord . Tenant agrees to permit Landlord or its agents or representatives to enter into and upon any part of the Premises at all reasonable business hours (and in emergencies at all times) to inspect the condition, occupancy or use thereof, or to show the Premises to prospective purchasers, mortgagees, tenants (within the last three (3) months of the Lease) or insurers, or to clean or make repairs, alterations or additions thereto, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. Landlord shall, in good faith, provide reasonable advance notice to Tenant prior to entry into or upon the Premises. Tenant shall provide Landlord with a current key to the Demised Premises and shall promptly provide Landlord with a new key in the event Tenant has the locks changed at the Premises during the Term of this Lease.

16.

Assignment and Subletting .

(a)

Tenant shall not assign, sublease, transfer, pledge or encumber this Lease or any interest therein without Landlord’s prior written consent (which consent may not be unreasonably withheld by the Landlord). Any attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be void.

(b)

In the event that Tenant shall desire Landlord’s consent to either the subletting of the Premises, in whole or in part, or the assignment of Tenant’s entire interest under the Lease, Tenant shall give Landlord fifteen (15) business days prior written notice thereof. Such notice shall, at Landlord’s option, be deemed to be an offer by Tenant to either, as the case may be: (1) sublet the Premises (or such portion thereof which Tenant would sublet) to Landlord

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for the balance of the Lease Term (or for such portion of the Lease Term for which Tenant would sublet) upon all the same terms, covenants and conditions as are otherwise contained in this Lease; (ii) assign this Lease to Landlord for the sole consideration of Landlord’s release of Tenant from any liability hereunder. In the event that Landlord does not exercise such option by notice to Tenant in writing within fifteen (15) business days following the receipt of said notice from Tenant, then Landlords right to either sublease the Premises (or such portion thereof) or acquire this Lease by assignment, as the case may be, shall be deemed to be waived; provided that such waiver if any shall not be deemed to be a consent by Landlord to any such subletting or assignment unless Landlord delivers to Tenant its written consent thereto. Notwithstanding Landlord’s consent or waiver on any one occasion, Landlord’s option to treat Tenant’s request for consent as an offer to sublet or assign as provided in this subparagraph shall apply to any further subletting or assignment.

(c)

The covenants in this Paragraph concerning assignment shall run with the land and shall bind the parties and their heirs, executors, administrators, personal representatives, successors and permitted assigns.

(d)

Notwithstanding Landlord’s consent to any assignment or subletting by Tenant, Tenant shall remain liable for the full and faithful performance of the covenants and conditions of this Lease unless expressly released in writing by Landlord.

17.

Construction liens . Tenant will not permit any construction lien or liens to be placed upon the Premises or any portion of the Building or the Property, 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 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 or might give rise to any mechanic’s or other liens against the Premises. In the event any such lien is claimed against the Premises, then Tenant shall discharge same or transfer such lien to other security within thirty (30) days of notice thereof. In the event that Tenant fails to discharge or otherwise remove any such liens, 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 reimbursed by Tenant to Landlord within ten (10) days of Landlord’s demand therefor as additional rent.

18.

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