MEMORANDUM OF OFFICE BUILDING LEASE

Exhibit 10.44

MEMORANDUM OF
OFFICE BUILDING LEASE

234 West Lake Street
Bloomingdale, Illinois 60108

LEASE AGREEMENT

     This Lease Agreement is entered into as of August 17 ^th , 2005 by and between L.F.A.J.J. Partners, LLC, an Illinois Limited Liability Company (“Landlord”) and Royal American Bank, an Illinois Banking Corporation (“Tenant”).

     A. The Landlord is in the process of constructing on the site located at 234 West Lake Street, Bloomingdale, Illinois, 60108 a single story building with basement Landlord estimates that the building will be approximately 12,000 square feet. Landlord and Tenant desire to have the Tenant lease space in the building;

     B. The Landlord will construct the Shell and Core of the Building, as defined herein, and the Tenant shall construct their interior space with reasonable approval by the Landlord; and,

     C. The Landlord agrees to compensate Tenant the sum of $50,000, pursuant to the terms herein, as a Tenant improvement allowance, to assist with a portion of the costs Tenant will incur in building out the Premises as a retail banking operation as set forth herein.

      1. Premises

     In consideration of the base and additional Rent, and the provisions of this Lease Agreement, Landlord hereby leases to Tenant, and Tenant hereby agrees to lease that certain space consisting of 9,000 total rentable square feet including 5,000 square feet above grade and 4,000 square feet below grade basement space as identified on the preliminary floor plan prepared by Lucchese Associates Architects, Ltd. attached hereto as Exhibit A (the “Premises”), commonly known as 234 West Lake Street, Bloomingdale, Illinois 60108 (the “Building”), said Building to be constructed by Landlord pursuant to the terms of the Lease Agreement, Tenant shall have exclusive use of Tenant’s below-grade basement space identified. Tenant’s proportionate share percentage of the total rentable space in the Building (“Pro-rata Share”) shall be calculated by dividing the rentable area of the Premises that is above grade (5,000 square feet) by the total above grade rentable area of the Building (approximately 12,000 square feet).

      2. Term

     (a). Initial Term . The initial term of this Lease shall commence on August 1, 2006, (the “Commencement Date”), and end on September 14, 2011, (the “Expiration Date”), unless sooner terminated as otherwise provided in this Lease. The term of this Lease may be extended pursuant to Section 2(b)).

     (b)  Renewal Options . Tenant shall have two (2) separate renewal rights, each exercisable by sending written notice thereof to Landlord at least six (6) months prior to the expiration of the original five year term of this Lease or any renewal term and provided that Tenant shall not be in material default under this Lease, to extend this Lease for an additional term of five years each (for a total renewal period not exceeding an aggregate of ten (10) years), upon all of the terms, covenants and conditions contained in this Lease, including continuation of the three (3%)

percent annual base rent escalations from the last applicable lease year. Upon exercise by Tenant of a renewal option, the term of the Lease shall be extended for a five (5) year period, and the number of renewal options then remaining available to Tenant shall be reduced accordingly.

      3. Base Rent

     Tenant shall pay to L.F.A.J.J. Partners, LLC at 734 North Wells Street, Chicago, Illinois 60610, a minimum rent during the term (base rent) in the amounts set forth in the following schedule:

Each installment being payable in advance promptly on the 1st day of each month, without any abatement, set off, or deduction or further demand whatsoever, except that Tenant, at the time of execution of this lease, shall pay the installment due for the first full month of the term and for any initial fractional month of the term. The covenant to pay rent shall be independent of every other covenant in this lease. If the term commences other than on the first day of a month or ends other than on the last day of the month, the base rent for that month shall be prorated. This base rent is payable in addition to any additional rent that Tenant may be required to pay under other provisions of this lease. Tenant shall pay a late charge of five (5%) percent of any rental payment made more than ten (10) days after the due date to compensate Landlord for administrative and collection costs that Tenant agrees Landlord will incur by failure of Tenant to pay its rent in a timely manner.

      4. Taxes

     It is understood that the base rent does not include the Tenant’s Pro-Rata Share of real estate taxes on the Building.

     Tenant agrees to promptly pay, as additional rent, Tenant’s Pro-Rata Share of real estate taxes or special assessments assessed or incurred that shall be due for the Building. Said taxes or assessments shall constitute an actionable debt against Tenant who shall be liable for this debt as additional rent. Tenant further agrees to indemnify and hold Landlord harmless from any special

assessment, real estate, or leasehold tax lawfully imposed with respect to the Premises or this Lease by reason of the use or activities conducted on the Premises by Tenant

     “Taxes” shall also include all installments of real estate taxes and special assessments that are required to be paid during any year of the lease term.

     Tenant specifically agrees and understands that in order to assure the proper presentation of any argument for a reduction in the assessed valuation of the Tenant’s Premises, all contact, correspondence, and any other communication with the assessing officials of DuPage County shall be made exclusively by the Landlord and the Landlord’s designated counsel or agents. The determination of whether the Landlord shall proceed with action seeking the reduction in the assessed valuation of the Tenant’s Premises is required shall be at the sole discretion of the Landlord and its designated legal counsel Tenant agrees further to cooperate with Landlord and Landlord’s designated real estate tax counsel in all efforts to obtain a reduction in the assessed valuation of the Building.

      5. Expenses and Utilities

     It is understood that the base rent does not include the Tenant’s Pro-Rata Share of Expenses on the Building and the parking lot. Tenant shall pay, as additional rent, its Pro-Rata Share of these Expenses. “Expenses” as used herein shall mean and include those expenses paid or incurred by Landlord for maintaining and operating the Building parking lot and surrounding landscaping, snow and ice removal or any other expense or charge required in connection with those functions. Tenant shall not be responsible for capital improvement with respect to the Building including, but not limited to, roof repair, tuckpointing, gutter replacement, and parking lot resurfacing.

     Tenant shall pay, as additional rent direct to the applicable utility company if metered separately or directly to Landlord if needed, all charges incurred for utility services furnished to the Premises including, without limitation, gas, electricity (including all electricity for exterior signage), water, sanitary sewer, storm sewer, and telephone. It is understood that Tenant shall be solely responsible for the installation, maintenance, insurance and replacement of all exterior illuminated signage, telephone, security, plumbing, heating, ventilation and cooling equipment utilized by the Tenant.

      6. Tenant Insurance

     (a) The Tenant shall pay, as additional rent, its Pro Rata Share in the Fire and Special Form Extended Coverage Insurance, and Plate Glass Insurance covering the Total Premises, and the Commercial General Liability Insurance covering the Landlord, and Loss of Rents Insurance on the Total Premises, and any other insurance required by Landlord’s mortgage lender. Such additional insurance shall be paid as additional rent hereunder in one lump sum within thirty (30) days after Landlord’s demand therefor. If this Lease shall be in effect for less than a full insurance premium year, the Tenant shall pay a pro-rata share of the increased insurance based upon the number of months or parts thereof that this Lease is in effect. All required insurance shall be procured by the Landlord under master policies covering the Total Premises.

     (b) The Tenant will not do anything in or about the Leased Premises that will contravene or affect any policy of insurance against loss by fire or other hazards, including, but not limited to, public liability and commercial general liability now existing or which the Landlord may hereafter place thereon, or that will prevent Landlord from procuring such policies in companies acceptable to Landlord. Tenant will do everything reasonably possible, and consistent with, the conduct of Tenant’s business, as above limited, to obtain the greatest possible reduction in the insurance rates on the Leased Premises, or for the Total Premises.

     (c) The Tenant further agrees to pay, as part of and in addition to the next due monthly rental any increase in the premium of any insurance on the Leased Premises (or, if the Leased Premises are a part of a building, then any increase in the premium of any insurance on said Total Premises) caused by the occupancy of the Tenant, the nature of the business carried on by the Tenant, in the Leased Premises, or otherwise resulting from any act or omission of the Tenant, its agents, servants, employees or customers.

     (d) The Tenant shall, at the Tenant’s sole cost and expense, keep and maintain such insurance coverage as it may from time-to-time choose against loss or damage to its fixtures, equipment, inventory, and other personal property in and about the Leased Premises, including, without limitation, damage from leakage or malfunction of the roof, sprinkler systems, pipes and ducts, malfunction of any heating ventilating or air conditioning equipment, and against incidental or consequential damages relating to any business interruption.

     (e) The Tenant shall maintain public liability and commercial general liability insurance for the death or injury to persons or damage to the property of third parties with limits of not less than TWO MILLION ($2,000,000) DOLLARS per person, per occurrence, and in the aggregate, AND A FIVE MILLION ($5,000,000) DOLLARS COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY. The Tenant’s insurance as set forth herein shall be primary and non contributory. Tenant’s insurance carrier must be A.M. Bests rated A- or better and be acceptable to the Landlord. Tenant shall instruct Tenant’s insurance carrier to add Landlord and its agents as an additional insured(s) to the Tenant’s commercial general liability policy on a primary, non-contributory basis and to deliver executed certificates of insurance and policy endorsements to Landlord. Tenant shall also add a waiver of subrogation in favor of the Landlord to the Tenant’s workers compensation policy. Landlord’s failure to strictly enforce any provision contained herein in any specific instance does not constitute a waiver of Landlord’s rights or remedies, all of which are expressly reserved.

     (f) Except for gross negligence and intentional acts or omissions, the Landlord and the Tenant and all parties claiming under them hereby mutually release and discharge each other from all claims and liabilities arising under or caused by any hazard or risk, or casualty on, about or with respect to the Leased Premises or the Total Premises, regardless of the cause of such damage or loss.

     (g) All policies concerning property damage or casualty insurance maintained by the Landlord shall contain a waiver of subrogation against the Tenant. All policies of insurance maintained by the Tenant with respect to the Premises, the contents thereof, or public liability with respect thereto, shall list the Landlord as a named or additional insured and contain a waiver of

subrogation of any right against the Landlord. All such policies, to the extent reasonably obtainable, shall contain a provision that the same may not be cancelled without giving Landlord at least thirty (30) days prior written notice. In addition, such policies or certificates evidencing that such policies are in effect, shall be delivered to Landlord at the commencement of the term hereof and renewals shall be delivered at least thirty (30) days prior to the expiration or cancellation of any such policy.

      7. Outside and Common Area

     The Tenant further covenants and agrees not to put any items on the sidewalk or parking lot in the front, rear, or sides of said Building or block said sidewalk, and not to do anything that directly or indirectly impair any of the rights of ingress or egress or of light from any other tenant of the Landlord or do anything which will, in any way, change the uniform and general design of any property of the Landlord of which the Leased Premises constitute a part or unit.

      8. Security Deposit

     Tenant agrees to deposit with Landlord, upon execution of this Lease, the sum of $15,000.00 dollars as security (“Security”) for the full and faithful performance by Tenant of this Lease if Tenant defaults under this Lease including, but not limited to, payment of Tenant’s Base Rent, Pro-Rata Share Expense or tax. Landlord may use, apply or retain the whole or any part of the Security for the payment of such Base Rent, Pro-Rata Share Expense or tax in default or for any other sum which Landlord may expend or be required to expend by reason of the default of Tenant. If any of the Security shall be so used, applied or retained by Landlord, Tenant shall pay Landlord, within thirty (30) days, such additional sum as may be necessary to restore the Security to the stated amount. If Tenant shall fully and faithfully comply with this Lease, the Security, or any balance thereof, shall be returned to Tenant after the later date of the following: (a) the expiration of the Lease; (b) the removal of Tenant from the Premises; and, (c) the surrender of the Premises by Tenant to Landlord in accordance with this Lease. Tenant shall not be entitled to any interest on the Security.

      9. Condition of the Premises on Tenant’s Taking Possession

     The Premises shall be leased in an “as is” condition pursuant to Exhibit “A”. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession and that all work to be done on the Premises pursuant to the terms of this lease, if any, has been completed in accordance with the terms of this lease and to Tenant’s satisfaction, subject to a “punchlist” of items requiring completion or repair prepared by the parties prior to the Tenant taking possession of the Premises. No promise of Landlord to alter, remodel, remove, improve, redecorate, or clean the Premises or the Building and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, unless the same is expressly stated herein or made a part hereof.

      10. Delivery of Possession; Improvements To be Made by Landlord Prior to the Beginning of the Term

     a.  Construction of the Building Shell and Core . As of the date of this Lease, the Building in which the Premises are to be located is not completed. Landlord agrees at its sole cost and expense to complete the Shell and Core (as defined below) of the Building substantially in accordance with those preliminary floor plan and specifications (“Building Plans”) prepared by Lucchese Associates Architects, Ltd., 512 West Van Buren, Elmhurst, Illinois, as described in Exhibit A attached hereto, subject to Landlord’s right to modify, change, amplify, or amend the Building Plans without the consent or approval of Tenant except as provided below in section 10(d).

     b.  Completion of the Shell and Core . The term “Shell and Core” means that portion of the construction of the Building specifically described in the Building Plans. The term “complete,” as it relates to the Shell and Core, means that (i) the structure (steel and concrete erection) of the Building will be completed and will incorporate any modifications to Building Plans agreed to by Landlord to accommodate Tenant; (ii) the Building will be enclosed with permanent finish exterior materials and waterproofed; (iii) all utility and service lines (including fire sprinkler mains and risers) and equipment related to them will be brought to the floor on which the Premises are located and extended to a point at which the demising walls of the Premises will be located and that the lines will be in good operating condition; (iv) the rough-in utilities required for Tenant to install its bathroom(s), heating, ventilating, electrical, and air conditioning system will be provided for Tenant’s use. Tenant shall be solely responsible for all costs and expenses incurred in completing the build out of the Premises.

     Landlord shall be deemed to have “substantially completed” the work for purposes of this Lease if Landlord has caused all of the work to be completed substantially, except for so-called “punchlist items”, e.g., minor details of construction or mechanical adjustments that do not substantially interfere with Tenant’s ability to complete any improvements to the Premises to be made by Tenant for occupancy or which affect Tenant’s ability to occupy the premises. If there is any dispute as to whether Landlord has substantially completed the work, the good-faith decision of an architect selected by mutual agreement of Tenant and Landlord shall be final and binding on the parties. Should the Tenant and Landlord fail to agree upon the selection of an architect, the matter shall be arbitrated by an arbitrator selected pursuant to the rules of the American Arbitration Association.

     Any one or more of the following shall be conclusive evidence binding on the Tenant that the Building Shell and Core are complete: (1) the Tenant taking possession of the Premises to begin Tenant’s buildout; or (2) the issuance of an occupancy certificate for the Building from the Village of Bloomingdale.

     c.  No Landlord Liability . Landlord shall not be subject to any liability, except as set forth in paragraph 11(a) below, if Landlord shall be unable to give Tenant possession of the Premises on the Commencement Date because the Building Shell and Core have not been sufficiently completed to make the Premises ready for occupancy because the work set forth in Exhibit A has not been completed for any reason. Under such circumstances (and provided that Tenant has in no way caused or contributed to such circumstances), the rent payable shall not

commence until possession of the Premises is given to Tenant or the Premises are available for Tenant to begin its buildout. However, the failure to give possession on the Commencement Date shall in no way (i) affect the validity of this lease or the obligations of Tenant under this lease or (ii) be construed to extend the term of this lease.

     d.  Building Plans . The Tenant has reviewed and approved the Building Plans attached hereto as Exhibit A. Tenant shall have the limited right to approve and consent to any modifications to the Building Plans that seek to modify or alter the property elevations, Tenant entrance, the layout of the Premises, the number and layout of the Building’s washroom facilities, and Tenant parking. Such right to approve and consent shall not be unreasonably withheld or delayed by the Tenant.

      11. Tenant Improvements and Buildout

     a. Tenant shall begin buildout of its Premises on or before August 1, 2006. If Landlord if unable to complete the Core and Shell in time for Tenant buildout prior to August 1, 2006, Landlord agrees to compensate Tenant in the amount of $10,000.00 per month for expenses related to their existing tenancy, or portion thereof, on the first day of each month, until possession of the Premises are accepted by the Tenant for Tenant’s buildout.

     b. Tenant shall not make any alterations, replacement, improvement, removal or additions (collectively an “alteration”) to the Premises without Landlord’s advance written consent, which will not be unreasonably withheld, in each and every instance having been first obtained. Landlord’s refusal to give consent shall be conclusive. If Landlord consents to any alteration, before commencement of the work or delivery of any materials onto the Premises or into the Building, Tenant shall furnish to Landlord for approval plans and specifications and permits necessary for those alterations. Landlord may impose further conditions to any alteration as appropriate, including, without limitation, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with that work. Additionally, any and all contractors or sub-contractors must be approved by the Landlord. Approval of Tenant’s contractors or subcontractors by the Landlord shall not be unreasonably withheld.

     c. All alterations shall be performed at Tenant’s sole risk, responsibility, and cost. All work and materials shall be of first-class quality and shall be performed in a manner and at such times as to cause no delay in work being performed by Landlord in the Premises or elsewhere in the Building. The work and materials shall comply in all respects with the requirements of all rules, regulations, and codes of all governmental bodies and departments having jurisdiction over the Premises and with the terms and conditions of all insurance coverage applicable to the Premises and the Building.

     d. Tenant shall permit Landlord to supervise construction operations in connection with alterations or additions, at Landlord’s request, provided that Landlord shall have no duty to so supervise. All alterations to the Premises, shall without compensation to Tenant become Landlord’s property and shall, unless Landlord requests their removal, be relinquished to Landlord in good condition, ordinary wear excepted, at the termination of this lease by lapse of time or otherwise.

     e. Tenant agrees to indemnify, defend, and hold Landlord harmless of, from, and against any and all liabilities, costs, and expenses of every kind and description (including, but not limited to, attorneys’ fees and expenses) that may arise out of any alteration. Tenant shall furnish Landlord with certificates of insurance from all contractors performing labor or furnishing materials in connection with any additions or alterations, insuring Landlord against any and all liabilities that may arise out of or be connected in any way with those additions or alterations. Additionally, Landlord shall be an additional insured on any insurance obtained for Tenant build-out or work on the Premises. Tenant shall not permit any mechanic’s lien to be filed against the Premises, or any part thereof, arising out of any alteration performed by or on behalf of Tenant. Tenant shall not permit any mechanic’s lien to be filed against the Premises, or any part thereof, arising out of any alteration performed on behalf of Tenant, except for such mechanic’s lien contested by Tenant in good faith and for which Tenant has provided Landlord reasonable security, including but not limited to a bond or title indemnity in such amount and form, and issued by a bond or title-insuring company, as may be satisfactory to Landlord, in its reasonable discretion.

     f. Tenant shall pay the entire cost of the alteration. Tenant shall promptly pay to Landlord or to the pre-approved contractors, as the case may be, when due, the cost of all work and also the cost of any restoration of the Premises made necessary by such work. Tenant shall furnish Landlord with contractors and subcontractors affidavits and full and final waivers of lien and receipted bills, covering all labor and materials expende