Leasing Agreement

TENANT FINISH AND LEASING AGREEMENT

THIS TENANT FINISH AND LEASING AGREEMENT (this "Agreement") is made and entered into as of the day of , 20 , by and between , a corporation (the "Lender"), and , (the "Borrower").

WITNESSETH:

WHEREAS, the Lender has agreed to make a loan to the Borrower in the original principal amount of up to and No/100 Dollars ($ ) (the "Loan"), as evidenced by that certain Promissory Note, dated as of the date hereof (the "Note"), made by the Borrower to the order of the Lender and secured, inter alia, by that certain Deed of Trust, Security Agreement and Assignment of Rents and Leases, dated as of the date hereof (the "Deed of Trust"), from the Borrower for the benefit of the Lender and encumbering all that tract or parcel of land described on Exhibit A attached hereto and the improvements situated thereon, including the story, square foot building situated thereon (the "Project"); and

WHEREAS, as a condition to making the Loan, the Lender has required that and No/100 Dollars ($ ) of the proceeds of the Loan be placed in a certificate of deposit pledged to the Lender as security for the Loan pending (i) completion of certain tenant improvements to be made with respect to the Project (the "Improvements"), and (ii) the leasing of the Project, including the improvements, so that the rentals will be sufficient to pay debt service and expenses related to the Project.

NOW THEREFORE, in consideration of the premises and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. and No/100 Dollars ($ ) of the proceeds of the Loan (the "Fund") shall be used to purchase a federally-insured certificate of deposit issued by a financial institution selected by the Borrower and reasonably satisfactory to the Lender having a term of not longer than thirty (30) days. Such certificate of deposit shall be automatically renewable for subsequent thirty-day terms until the proceeds of the certificate of deposit are disbursed in accordance with the terms of this Agreement. The certificate of deposit shall be in the name of the Borrower but shall be pledged to and controlled by the Lender pending disbursement of the funds evidenced thereby in accordance with the terms of this Agreement.

2. (a) The Lender shall cause the entire principal balance of the Fund, plus any earnings thereon, to be paid to the Borrower upon the satisfaction of the following conditions:

(i) all of the Improvements shall have been completed in a form and manner reasonably satisfactory to the Lender and the Borrower shall have furnished to the Lender evidence satisfactory to the Lender of the completion of the Improvements, and

(ii) the leasing of the Project, including the Improvements, by the Borrower shall have been completed and the Borrower shall have furnished to the Lender evidence satisfactory to the Lender of such leasing. The leasing shall be deemed complete when the income from the leases of the Project equals or exceeds the debt service and operational costs with respect to the Project.

(b) If (i) a period of one (1) year has expired since the date of this Agreement and (x) the Improvements have not been completed in a form and manner reasonably satisfactory to the Lender, (y) the Borrower has not furnished to the Lender evidence satisfactory to the Lender of the completion of the Improvements, and/or (z) the Borrower has not furnished to the Lender evidence satisfactory to the Lender of the leasing of the Project or (ii) a default has occurred under the Note or an Event of Default (as defined therein) has occurred under the Deed of Trust, then the Lender shall be entitled to apply the Fund to the Loan.

3. The Borrower and the Lender agree that the construction and leasing of the Improvements must be completed to the satisfaction of the Lender in the Lender's sole discretion prior to there arising any obligation on the part of the Lender to cause the release of any of the Fund held in the certificate of deposit. The Lender may, in the Lender's sole discretion, but shall have no obligation to, request and permit the disbursement of money from the Fund prior to the time the construction and leasing of the Improvements are completed (an "Interim Disbursement"). The Lender's approval of an Interim Disbursement in one instance shall not obligate the Lender to request any other or additional Interim Disbursement under the same, similar or different circumstances.

4. In addition to any other requirements that may be imposed by the Lender in the Lender's sole discretion as a condition to the disbursement of funds from the Fund, it is expressly understood and agreed that the Borrower shall provide to the Lender copies of all leases with respect to the Project, including the Improvements, satisfactory to the Lender, which leases shall be fully subordinate to the lien of the Deed of Trust, shall not be in default, shall be with tenants reasonably satisfactory to the Lender and shall reflect total rentals sufficient to pay all debt service and operational costs with respect to the Project.

5. If the principal balance of the Fund is paid to the Lender pursuant to Section 3(b) above, the Lender agrees with the Borrower to apply the amount so paid to the Lender against the outstanding principal balance of the Loan and then against accrued and unpaid interest and other sums due and owing in connection with the Loan, if any, and, after so doing, to recompute the payments due in connection with the Loan. The amount of the payments as recomputed shall be such in amount as would be sufficient to amortize the new principal balance of the Loan over a period of years, less the number of months elapsed since the Loan was made at the rate of interest provided for in the Note, it being understood that such payments shall be made for the remainder of the -year term of the Loan, with the final payment being in the amount of the outstanding principal balance of the Loan plus all accrued and unpaid interest. Nothing contained in this Section 5 shall be deemed to limit in any way the right of the Lender to accelerate the Loan upon the occurrence of a default under the Note or an Event of Default (as defined therein) under the Deed of Trust.

6. As security for the payment of all indebtedness of the Borrower to the Lender evidenced by the Note and any and all other indebtedness of the Borrower to the Lender whether now existing or hereafter incurred or arising, the Borrower does hereby pledge, hypothecate, deliver, transfer, sell, assign and convey to Lender, and grant to Lender a security interest in, all of Borrower's right, title and interest in and to the Fund, all certificates of deposit in which the Fund is at any time invested and any and all extensions and renewals thereof and all proceeds thereof or of any part thereof (the "Collateral"). Upon the occurrence of a default under the Note or an Event of Default (as defined therein) under the Deed of Trust, the Lender shall be entitled to exercise under the rights, powers and remedies of a secured creditor under the Uniform Commercial Code of or otherwise for the protection and enforcement of the Lender's rights with respect to the Collateral.

7. The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of .

8. This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the parties hereto.

9. This Agreement may be executed in several counterparts, each of which shall constitute an original but which when taken together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

EXHIBIT A

Legal Description

See attached copy.