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                                  EXHIBIT 10.15

                                COMMERCIAL LEASE

     THIS LEASE AGREEMENT made this       day of          , 1997 , by and
                                    -----        ---------
between WARREN GROUP LIMITED PARTNERSHIP, JAMES & MARY ELLEN EISENHAUER
hereinafter referred to as "Landlord", and CHESAPEAKE FEDERAL SAVINGS & LOAN
ASSOCIATION hereinafter referred to as "Tenant".

     WITNESSETH, that for and in consideration of the rent hereafter reserved,
and the covenants contained herein, the parties hereby agree as follows:

     l. Lease Premises.

     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for
the term, at the rental and upon the conditions set forth herein, that certain
real property with premises thereon known as 609 Frederick Road, Catonsville,
Baltimore County, MD 21228 hereinafter referred to as the "Premises".

     2. Term and Possession.

          2.1 Term. The term of this Lease shall be for five (5) years,
commencing ninety (90) days after the full execution of this lease, and ending
five (5) years thereafter, unless terminated sooner pursuant to any provision
hereof. Tenant shall have the right to terminate this lease in the event the
Tenant does not get Regulatory approval for their intended use. Written notice
shall be received by Landlord within thirty (30) days of the full execution of
this agreement or this contingency is waived and the lease is in full effect.

          2.2 Possession. Should tender of possession of the Premises be later
or earlier than the beginning date named, then, and in that event, the beginning
and ending date of this Lease shall be adjusted by letter from Agent to Tenant,
to conform to the date of such tender of possession, such as if the same had
been originally named as the beginning date, and this Lease shall run for the
full term, from the date of such tender of possession. Provided, that no such
failure to give possession on the date of commencement of the term shall in any
other respect affect the validity of this Lease or the obligations of the Tenant
hereunder. If permission is given to the Tenant to enter into possession of the
Premises, or to occupy space other than the Premises prior to the date specified
as the commencement of the term of this Lease, Tenant Covenants and agrees that
such occupancy shall be deemed to be under all the terms, covenants and
conditions of the provisions of this Lease. It is agreed that the Tenant may
enter the Premises prior to possession for the purpose of installation of
equipment, etc., to prepare it for occupancy.

     3. Rent.

          3.1 Rent. Tenant shall pay to Landlord as rent for the Premises for
the term of this lease the annual sum of Eighteen Thousand Dollars ($18,000.00),
payable without deduction

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or demand, in equal monthly installments of One Thousand Five Hundred Dollars
($1,500.00), hereinafter referred to as the "basic monthly rental", in advance
on the first day of each calendar month during the first year hereof, the first
installment payable on the execution of this Lease and the remaining
installments payable in advance, on the first day of each month during the said
term to and at the office of The Warren Group Limited Partnership, 610 Edmondson
Avenue Baltimore, MD 21226, or at such other place as Landlord may from time to
time designate to Tenant in writing. Rent checks shall be made payable to Warren
Group Limited Partnership. Should the term of this Lease commence on a day other
than the first day of a calendar month, the parties agree that rental for the
first and last month of the term shall be pro-rated and rent for the remaining
months shall be due and payable on the first of the month as provided above.
Rental for the option periods of the lease shall be as shown on Page 2A.

          3.2 Late Charge. Tenant hereby recognizes and acknowledges that if
rental payments are not received when due, Landlord will suffer damages and
additional expense thereby and Tenant therefore agrees that a late charge equal
to five percent (5%) of the basic monthly rental (including additional rent as
hereinafter provided) may be assessed by Landlord or Agent as additional rental.
Late charge shall only be assessed if Landlord has not received rental in hand
after a seven (7) day grace period. Furthermore, Landlord or Agent shall have
the right to require that rental payments be made by certified or cashier's
check.

     4. Use. The Premises shall be used and occupied by the Tenant only for a
retail branch bank.

Estoppel              Section 6. Tenant agrees at any time and from time to time
Certificates     upon not less than five (5) days prior notice by Landlord to
                 execute, acknowledge and deliver to Landlord a statement in
                 writing certifying that this Lease is unmodified and in full
                 force and effect (or if there have been modifications, that the
                 same is in full force and effect as modified and stating the
                 modifications) and the dates to which the rent and other
                 charges have been paid in advance, if any, and stating whether
                 or not, to the best knowledge of the signer of such
                 certificate, Landlord is in default in performance of any
                 covenant, agreement or condition contained in this Lease and,
                 if so, specifying each such default of which the signer may
                 have knowledge, it being intended that any such statement
                 delivered hereunder may be relied upon by any third party not a
                 party to this Lease.

Condition             Section 7. Premises not new. Landlord agrees that the
of Premises      heating, plumbing, and electrical systems, as well as the air
                 conditioning, sprinkler system, if any, will be in good working
                 order and condition at the commencement of the Lease term, or
                 that Landlord will promptly, and at the Landlord's expense,
                 place same in good working order and condition if, but only if,
                 within thirty (30) days after the commencement of rent. Tenant
                 shall promptly give Landlord written notification of any defect
                 in any such system which shall not have been caused by the
                 fault or neglect of the Tenant. Upon tender by Landlord to
                 Tenant of the above mentioned equipment in good working order,
                 Tenant shall thereafter be solely responsible for all
                 maintenance, repairs and/or replacements required therefore
                 during the term of this Lease.

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                 Provided that Tenant is given the right to obtain insurance
                 from a qualified personnel, the heating, plumbing, electrical,
                 air conditioning and sprinkler system, if any, are not only in
                 good working condition but also can be expected to operate in a
                 trouble-free manner for the additional term of this Lease and
                 such insurance cannot be obtain by Landlord or Landlord's hire
                 but from an independent mechanical contractor. Landlord will
                 paint the inside and outside of the building to Tenant's
                 requirements.

Permits               Section 8. Tenant shall at is own expense, promptly obtain
                 from the appropriate governmental authorities any and all
                 permits, licenses and the like required to permit Tenant to
                 occupy the Premises for the purposes herein stated. This
                 requirement shall not relieve the Tenant of its liability for
                 rent from the commencement date hereinabove set forth.

Quiet                 Section 9. (a) Landlord hereby covenants and agrees that
Enjoyment        so long as Tenant complies with all the terms, covenants and
                 provisions of this Lease, Tenant shall have the peaceful and
                 quiet use of the Premises without let or hindrance on the part
                 of Landlord and Landlord shall warrant and defend Tenant in
                 such peaceful and quiet use and possession against the claims
                 of all persons claiming by, through or under Landlord.

Subordination         Section 10. Tenant's rights under this Lease are, however,
                 and shall always be subordinate to the operation and effect of
                 any ground lease or mortgage, deed of trust or similar security
                 instrument (hereinafter collectively called "Security
                 Instrument") now or hereafter placed upon the land or buildings
                 of which the Premises are a part or any part thereof, by
                 Landlord or any renewal, modification, consolidation,
                 replacement or extension of any such Security Instrument,
                 unless such secured party elects to have Tenant's interest
                 hereunder superior to the lien of such Security Instrument;
                 this clause shall be self-operative and no further instrument
                 of subordination shall be required. In confirmation of such
                 subordination, Tenant shall execute promptly any certificate
                 that Landlord may request. Tenant hereby constitutes and
                 appoints Landlord as Tenant's attorney-in-fact to execute any
                 such certificate or certificates for and on behalf of Tenant.

Parking Areas         Section 11. (a) During the term of this Lease, customers
                 of Tenant shall be entitled to the exclusive use, free of
                 charge, of the driveways, footway and parking areas from time
                 to time existing within the premises.

Assignment            Section 12. (a) Tenant covenants and agrees not to assign
And              this Lease in whole or in part, nor to sublease all or any part
Subletting       of the Premises nor permit other persons to occupy the Premises
                 or any part thereof, nor to grant any license or concession for
                 all or any part of the Premises, without the written consent of
                 Landlord in each instance first had and obtained. Such consent
                 not to be unreasonably withheld. Any consent by Landlord to an
                 assignment or subletting of this Lease shall not constitute a
                 waiver of the necessity of such consent as to

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                 any subsequent assignment or subletting. If such assignment or
                 subletting is permitted, Tenant shall continue to remain liable
                 under this Lease. An assignment for the benefit of Tenant's
                 creditors or otherwise by operation of law shall not be
                 effective to transfer or assign Tenant's interest under this
                 Lease unless Landlord shall have first consent thereto in
                 writing.

                           (b) In the event Tenant desires to assign this Lease
                 or to sublease all or any substantial portion of the premises,
                 Landlord shall have the right and option to terminate this
                 Lease, which right or option shall be exercisable by written
                 notice from Landlord to Tenant within thirty (30) days from the
                 date Tenant gives Landlord written notice of its desire to
                 assign or sublease.

Repairs               Section 13. (a) Landlord covenants and agrees to keep and
                 maintain the roof and other exterior portions of the Premises
                 (inclusive of doors, windows glass and other portions of the
                 store front of the premises) in repair. Except as expressly set
                 forth in this subparagraph, Landlord shall be under no
                 liability for repair of maintenance of the interior Premises,
                 or any part thereof, nor shall Landlord be under any liability
                 to repair or maintain any electrical, plumbing, heating, air
                 conditioning or other mechanical installation except as set
                 forth in Section 7.

                           (b) Tenant covenants and agrees to keep interior of
                 the Premises, together with all electrical, plumbing, heating,
                 air-conditioning and other mechanical installations and
                 equipment used by, or in connection with, the Premises, in good
                 order and repair at its own expense and to promptly replace at
                 its own expense, any exterior or interior plate glass doors,
                 windows and mirrors which may be broken or damaged; and to
                 surrender the Premises at the expiration of the term in as good
                 condition as when received, ordinary wear and tear excepted.
                 Tenant will not overload the electrical wiring or plumbing and
                 will not install any additional electrical wiring or plumbing
                 unless it has first obtained Landlord's written consent thereto
                 and, if such consent is given, Tenant will install the same at
                 its own cost and expense. Tenant will repair promptly at its
                 own expense any damage to the Premises caused by bringing into
                 the Premises any property for Tenant's use, or by the
                 installation or removal of such property, regardless of fault
                 or by whom such damage shall be caused unless caused by
                 Landlord, its agents, employees, or contractors.

                           (c) In the event Tenant shall not proceed promptly
                 and diligently to make any repairs or perform any obligation
                 imposed upon it by the preceding subparagraph hereof within
                 forty-eight hours after receiving written notice from Landlord
                 to make such repairs or perform such obligation, then and in
                 such event, Landlord may at its option, enter the Premises and
                 do and perform the things specified in said notice, without
                 liability on the part of Landlord for any loss or damage
                 resulting from any such action by Landlord and Tenant agrees to
                 pay promptly upon demand any cost or expense incurred by
                 Landlord in taking such action.

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                           (d) Tenant covenants and agrees at its own expense to
                 keep in force at its own expense, at all times during the term
                 of this lease, plate glass insurance insuring the plate glass
                 and mirrors, if any, on the premises at their full insurable
                 value in a policy (the form of which is satisfactory to
                 Landlord) issued by a company acceptable to Landlord, and
                 covering both Tenant and Landlord; Tenant further covenants and
                 agrees to deposit said policy of insurance, or a certificate
                 thereof, with Landlord on or before the commencement of the
                 term of this Lease. If at any time, Tenant does not comply with
                 the covenants made in this subparagraph (d), Landlord may, at
                 its option, cause insurance as aforesaid to be issued, and in
                 such event, Tenant agrees to pay all premiums for such
                 insurance promptly upon Landlord's demand.

Utilities             Section 14. Tenant covenants and agrees to pay promptly
                 when due the charges for all utility services rendered or
                 furnished to the Premises, including but without limitation,
                 heat, Metropolitan District Charges, water, gas, electricity
                 and telephone, together with all taxes, levies or other charges
                 on such utilities, Tenant also agrees to pay promptly when due
                 all minor privilege taxes or charges or other similar taxes or
                 charges, levied or assessed against the Premises. If Tenant
                 defaults in the payment of any such charges or taxes, Landlord
                 may, at it option, pay the same for and on Tenant's account, in
                 which event Tenant shall promptly reimburse Landlord therefore.

Tenant's              Section 15. (a) Tenant covenants and agrees (1) that it
Operations       will use, maintain and occupy the Premises, in a careful, safe
                 and proper manner, and will keep the appurtenances, including
                 parking areas and adjoining sidewalks, in a clean and safe
                 condition, and will promptly clean the snow, ice and debris
                 from said parking areas and sidewalks and appurtenances during
                 the term of this Lease at its own expense; (2) to keep the
                 inside and outside of all glass in the doors and windows of the
                 Premises clean; (3) that it will not, without the prior written
                 consent of Landlord, place or maintain any merchandise or other
                 articles in any vestibule or entry to the Premises, on the
                 sidewalks adjacent thereto, or elsewhere on the exterior
                 thereof; (4) that it will maintain the Premises at its own
                 expense in a clean, orderly and sanitary condition, free of
                 insects, rodents, vermin and other pests; (5) that it will not
                 permit undue accumulations of garbage, trash rubbish and other
                 refuse, but will remove the same at its own expense, and will
                 keep such refuse in proper containers within the interior of
                 the Premises until called for to be removed; (6) that it will
                 not use, nor permit nor suffer the use of any apparatus or
                 instruments for musical or other sound reproduction or
                 transmission in such manner that the sounds emanating therefrom
                 or caused thereby shall be audible beyond the interior of the
                 demised premises.

                           (b) Tenant covenants and agrees not to make any
                 alterations, additions or improvements to the store front of
                 the Premises and not to make

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                 any structural alterations to the Premises, or any part
                 thereof, without Landlord's prior written consent in each
                 instance first had and obtained; and Tenant agrees that any
                 alterations, additions or improvements made by it shall
                 immediately become the property of Landlord and shall remain
                 upon the premises in the absence of any agreement to the
                 contrary; provided, however, that Landlord shall have the right
                 to require the restoration of the Premises to their original
                 condition in which event Tenant agrees to comply with such
                 requirement prior to the expiration or other termination of
                 this Lease. Landlord hereby, consents to Tenant making
                 alterations to building, housing an automatic bank teller
                 machine, provided Tenant gets the required governmental
                 approvals.

                           (c) Tenant covenants and agrees, at its own expense,
                 to execute and comply with all laws, rules, orders, directions
                 and requirements of all governmental departments, bodies,
                 bureaus, agencies and officers and with all rules, directions,
                 requirements and recommendations of the local board of fire
                 underwriters and the fire insurance rating organizations having
                 jurisdiction over the area in which the Premises are situated
                 in any way pertaining to the Premises or the use and occupancy
                 thereof. In the event Tenant shall fail or neglect to comply
                 with any of the aforesaid laws, rules, orders, directions,
                 requirements or recommendations, Landlord or its agents may
                 enter the Premises and take all such action and do all such
                 work in or to the Premises as may be necessary in order to
                 cause compliance with such laws, rules, orders, directions,
                 requirements or recommendations, and Tenant covenants and
                 agrees to reimburse Landlord promptly upon demand for the
                 expense incurred by Landlord in taking such action and
                 performing such work. Tenant further covenants and agrees not
                 to do or suffer to be done, or keep or suffer to be kept
                 anything in, upon or about the Premises which will contravene
                 Landlord's policies insuring against loss or damage by fire or
                 other hazards, including, but not limited to, public liability
                 or which will prevent Landlord from procuring such policies in
                 companies reasonably acceptable to Landlord; and if anything
                 done, omitted to be done or suffered to be done by Tenant, or
                 kept, or suffered by Tenant to be kept, in upon or about the
                 Premises shall cause the rate of fire or other insurance on the
                 Premises, or other property of Landlord, in companies
                 reasonably acceptable to Landlord, to be increased beyond the
                 minimum rate from time to time applicable to the premises, or
                 any adjoining stores or to other property of Landlord for the
                 use or uses made thereof, Tenant will pay the amount of such
                 increase promptly upon Landlord's demand.

                           (d) Tenant covenants and agrees that if any
                 mechanics' or materialmen's lien or other lien shall be filed
                 against the Premises, or any other part of the Business Center,
                 by reason of or arising out of any labor or material furnished
                 or alleged to have been furnished, to or for the Premises or
                 any occupant thereof, or for or by reason of any change,
                 alteration or addition made by Tenant thereto, Tenant shall in
                 any of such events, cause the same to be canceled and
                 discharged of record by bond or otherwise as allowed by law, at
                 Tenant's expense, within five days after the filing thereof;
                 and Tenant shall also

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                 defend on Landlord's behalf, at Tenant's sole cost and expense,
                 any action, suit or proceeding which may be brought thereon or
                 for the enforcement of any such lien, and Tenant will pay any
                 damages and satisfy and discharge any judgment entered thereon
                 and save Landlord harmless from any claim or damage resulting
                 therefrom. If at any time Tenant does not comply with the
                 covenants made in this subparagraph, Landlord may, at its
                 option, after giving Tenant three (3) days prior written notice
                 of its intention to do so, cause such lien to be cancelled and
                 discharged of record by bond or otherwise as allowed by law,
                 and Tenant shall pay all costs thereof, including reasonable
                 attorney's fees, as additional rent, payable with the next
                 ensuing installment of minimum rent.

Public                Section 16. (a) Tenant covenants and agrees to indemnify
Liability        Landlord and save it harmless from and against any and all
                 claims, actions, damages, liability and expenses in connection
                 with loss of life, personal injury or damage to property
                 arising from or out of Tenant's negligent occupancy or use of
                 the Premises or any part thereof, or any other part of
                 Landlord's property, or occasioned wholly or in part by any
                 negligent act or omission of Tenant, its agents, contractors or
                 employees.

                           (b) Tenant will keep in force at its own expense
                 during the term of this Lease, public liability insurance with
                 respect to the Premises in companies acceptable to Landlord and
                 in a policy or policies, the form of which is or are
                 satisfactory to Landlord, covering both Landlord and Tenant,
                 with minimum limitations of One Million Dollars ($1,000,000) on
                 account of bodily injury to or death of one person and One
                 Million Dollars ($1,000,000) on account of bodily injury to or
                 death of more than one person as the result of any one accident
                 or disaster, and property damage insurance with minimum
                 limitations of One Hundred Thousand Dollars ($100,000); Tenant
                 will deposit the policy or policies of such insurance or
                 certificates thereof with Landlord on or before the
                 commencement of the term of this Lease. If at any time Tenant
                 does not comply with the covenants made in this subparagraph,
                 Landlord may, at its option, cause insurance as aforesaid to be
                 issued, and in such event. Tenant agrees to pay the premiums
                 for such insurance promptly upon Landlord's demand.

Taxes,                Section 17. (a) As used herein the following meanings:
Operating
Cost,                      (i) "Taxes" means all taxes, assessments (special or
Insurance        otherwise), water or sewer service charges and other
                 governmental levies and charges of any and every kind, nature
                 and type whatsoever, ordinary and extraordinary, foreseen and
                 unforeseen, and substitutes therefore on the land and buildings
                 comprising the Premises, including the levy, assessment or
                 imposition or any tax on real estate as such not now levied,
                 assessed or imposed.

Operating                  (ii) "Operating Costs" means all costs and expenses
Costs            of every kind and nature incurred in connection with the
                 operation, maintenance, repair,

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                 redecorating or refurbishing of the Premises, including but not
                 limited to costs and expenses incurred by Landlord, if any, in
                 gardening, landscaping, storm drainage and other utility
                 systems, fire protection and security services, if any, traffic
                 control equipment, repairs, parking lot striping, lighting,
                 sanitary control, removal of snow, trash, rubbish, garbage and
                 other refuse, depreciation on or rentals of machinery and
                 equipment used in such maintenance, the cost of personnel, if
                 any, to implement such services.

Insurance                  (iii) "Insurance" means the total premium cost of all
                 insurance carried by Landlord with respect to the Premises or
                 any portion thereof, including but not limited to all insurance
                 insuring against loss or damage due to fire, other casualty or
                 cause, including but not limited to, those risks covered under
                 so called extended coverage endorsements or difference in risk
                 endorsements, as well as loss of rent insurance following a
                 fire or other insurable casualty covered by such policy or
                 policies and public liability and property damage insurance.

                           (b) Tenant covenants and agrees to pay as additional
                 rent the Taxes, Operating Costs and Insurance of this property
                 (as hereinabove defined) throughout the entire term of this
                 lease and any renewal term hereof.

                           (c) Landlord shall notify Tenant from time to time of
                 the amount which Landlord estimates will be the amount payable
                 by Tenant in accordance with paragraph (b) hereof; and Tenant
                 shall pay such amount to Landlord in equal monthly installments
                 in advance on or before the first day of each month. Such
                 payments shall not be added to the minimum rental payable
                 hereunder by Tenant for purposes of computing Tenant's
                 liability, if any, for percentage rental under this Lease.
                 Within a reasonable period of time following the end of each
                 rental year, Landlord shall submit to Tenant a statement
                 showing the Operating Costs, Taxes, and Insurance to be paid by
                 Tenant with respect to such year, the amount thereof
                 theretofore paid by Tenant, and the amount of the resulting
                 balance due thereon, or overpayment thereof, as the case may
                 be. Each such statement shall be final and conclusive between
                 the parties hereto, their successors and assigns, as to the
                 matters therein set forth if no objection is raised with
                 respect thereto within ninety (90) days after submission of
                 each such statement.

                           (d) Notwithstanding the foregoing provisions of this
                 Section 17 Landlord may require Tenant to pay the sums referred
                 to in paragraph (b) hereof in lump sum payments or in quarterly
                 or semiannual payments, provided Landlord gives Tenant written
                 notice that it has elected that Tenant shall make such payments
                 in such manner rather than on a monthly basis as provided
                 above.

Trade                 Section 18. All trade-fixtures installed by Tenant in the
Fixtures         Premises, other than improvements made by Tenant to the
                 Premises shall remain the property of

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                 Tenant and shall be removable from time to time and also at the
                 expiration of the term of this Lease or other termination
                 thereof, provided Tenant shall not at such time be in default
                 under any covenant or agreement contained in this Lease;
                 otherwise such property shall not be removable and Landlord
                 shall have a lien on said fixtures to secure itself against
                 loss and damage resulting from said default or defaults by
                 Tenant.

Inspection            Section 19. Tenant covenants and agrees to permit
Premises         Landlord, its agents, employees and contractors to enter the
                 Premises and all parts thereof at all reasonable times to
                 inspect the Premises and to enforce and carry out any provision
                 or provisions of the Lease.

Termination           Section 20. (a) It is agreed that the term of this Lease
of Term          shall expire and terminate at the end of the original term
                 hereof (or at the expiration of the last renewal term, if this
                 Lease contains a renewal option and the same is properly
                 exercised), without the necessity of any notice by or to any of
                 the parties hereto. If Tenant shall occupy the Premises after
                 such expiration or termination, it is understood that Tenant
                 shall hold the Premises as a tenant from month to month,
                 subject to all the other terms and conditions of this Lease, at
                 an amount equal to double the highest monthly rental
                 installment reserved in this Lease. Landlord shall, upon such
                 expiration or termination of this Lease, be entitled to the
                 benefit of all public general or local law relating to the
                 speedy recovery of possession of lands and tenements held over
                 by tenants that may be now in force or may hereafter be
                 enacted.

                           (b) Tenant covenants and agrees that for the period
                 of six months prior to the expiration of the term of this
                 Lease, Landlord shall have the right to display on the exterior
                 of the Premises the customary sign "For Rent" and that during
                 such period Landlord may show the Premises and all parts
                 thereof to prospective tenants between the hours of 9:00 A.M.
                 and 5:00 P.M. on any day except Sunday or any legal holiday on
                 which Tenant shall not be open for business.

Fire or Other         Section 21. If the premises shall be damaged by fire, the
Casualty         elements, unavoidable accident or other casualty, but are not
                 thereby rendered untenantable in whole or in part, Landlord
                 shall promptly at its own expense cause such damage to be
                 repaired, and the rent shall not be abated; if by reason of
                 such occurrence, the Premises shall be rendered untenantable
                 only in part. Landlord shall promptly at its own expense cause
                 the damage to be repaired, and the minimum rent meanwhile shall
                 be abated proportionately to the portion of the Premises
                 rendered untenantable; if by reason of such occurrence the
                 Premises shall be rendered wholly untenantable. Landlord shall
                 promptly at its own expense cause such damage to be repaired
                 and the minimum annual rent meanwhile shall be abated in whole,
                 unless within sixty days after said occurrence, Landlord shall
                 give Tenant written notice that it has elected not to
                 reconstruct the destroyed Premises, in which event this Lease
                 and the tenancy

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                 hereby created shall cease as of the date of said occurrence,
                 the minimum rental and the percentage rental (if any) to be
                 adjusted as of such date.

                      If the whole or any part of the Premises shall be taken
                 under the power of eminent domain, then this Lease shall
                 terminate as to the part so taken on the day when Tenant is
                 required to yield possession thereof, and Landlord shall make
                 such repairs and alterations as may be necessary in order to
                 restore the part not taken to useful condition; pending the
                 restoration by Landlord of the portion of the Premises so
                 taken, the minimum rental shall be reduced proportionately to
                 the portion of the Premises so taken. If the amount of the
                 Premises so taken is such as to substantially impair the
                 usefulness of said Premises for the purposes for which the same
                 are hereby leased, then either party shall have the option to
                 terminate this Lease as of the date when Tenant is required to
                 yield possession. The compensation awarded for such taking,
                 both as to Landlord's reversionary interest and Tenant's
                 interest under this Lease, shall belong to and be the property
                 of the Landlord; provide, however, that the Landlord shall not
                 be entitled to any portion of the award made to Tenant for loss
                 of Tenant's business or for the cost of removal of its stock
                 and Tenant's fixtures.

Additional            Section 22. Whenever under the terms of this Lease any sum
Rent             of money is required to be paid by Tenant in addition to the
                 rental herein reserved, whether such payment is to be made to
                 Landlord or to any other party, and said additional amount
                 which Tenant is to pay is not designated as "additional rent",
                 or provision is not made for the collection of said amount as
                 "additional rent", then said amount shall nevertheless, at
                 Landlord's option, if not paid when due, be deemed "additional
                 rent", and shall be collectible as such with the first
                 installment of minimum rent thereafter falling due hereunder.

Bankruptcy or         Section 23. If any sale of Tenant's interest in the
Insolvency       Premises shall be made under execution, or similar legal
                 process, or if Tenant shall be adjudicated a bankrupt or
                 insolvent, and such adjudication is not vacated within 10 days,
                 or if a corporate reorganization of Tenant or an arrangement
                 with its creditors shall be approved by a court under the
                 Federal Bankruptcy Act, then and in any of said events,
                 Landlord may, at its option, reenter the Premises and declare
                 this Lease and the tenancy hereby created terminated.

Defaults And          Section 24. (a) If the rent agreed to be paid, including
Remedies         all other sums of money which under the provisions hereof may
                 be considered as additional rent, shall be in arrears in whole
                 or in part for five or more days, Landlord may distrain
                 therefore. If Tenant shall violate any covenant, including the
                 covenant to pay rent, made by it in this Lease and shall fail
                 to comply with said covenant within 15 days after being sent
                 written notice of such violation by Landlord, Landlord may, at
                 its option, reenter the premises and declare this Lease and the
                 tenancy hereby created terminated; and Landlord shall be
                 entitled to the benefit of all provisions of law respecting the
                 speedy recovery of lands and tenements

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<PAGE>

                 held over by tenants or proceedings in forcible entry and
                 detainer. Tenant further agrees, that notwithstanding such
                 reentry, Tenant shall remain liable for any rent or damages
                 which may be due or sustained prior thereto, and Tenant shall
                 further be liable to Landlord for the sum of the following: (i)
                 all other liabilities of Tenant and damages sustained by
                 Landlord as a result of Tenant's default, including but not
                 limited to, the reasonable costs of reletting the premises and
                 any broker's commissions payable as a result thereof; (ii) all
                 of Landlord's costs and expenses (including reasonable counsel
                 fees) in connection with such default and recovery of
                 possession; (iii) the difference between the rent reserved
                 under this Lease for the balance of the term and the fair
                 rental value of the premises for the balance of the term to be
                 determined as of the date of reentry; or at Landlord's option
                 in lieu thereof, Tenant shall pay the amount of the rent and
                 additional rent reserved under this Lease at the times herein
                 stipulated for payment of rent and additional rent for the
                 balance of the term, less any amount received by Landlord
                 during such period from others to whom the premises may be
                 rented on such terms and conditions and as such rentals as
                 Landlord, in its sole discretion, shall deem proper; and (iv)
                 any other damages recoverable by law. In the event Landlord
                 brings any action against Tenant to enforce compliance by
                 Tenant with any covenant or condition of this Lease, including
                 the covenant to pay rent, and it is judicially determined that
                 Tenant had defaulted in performing or complying with any such
                 covenant or condition, then and in such event, Tenant shall pay
                 to Landlord all costs and expenses incurred by Landlord in
                 bringing and prosecuting such action against Tenant, including
                 a reasonable attorney's fee not to exceed 15%.

Remedies              Section 25. No mention in this Lease of any specific right
Cumulative       or remedy shall preclude Landlord from exercising any other
                 right or from having any other remedy or from maintaining any
                 action to which it may otherwise be entitled either at law or
                 in equity; and the failure of Landlord to insist in any one or
                 more instances upon a strict performance of any covenant of
                 Tenant under this Lease or to exercise any option or right
                 herein contained shall not be construed as a waiver or
                 relinquishment for the future of such covenant, right or
                 option, but the same shall remain in full force and effect
                 unless the contrary is expressly waived in writing by Landlord.

Taxes on              Section 26. Tenant shall be responsible for and shall pay
Leasehold        any taxes or assessments levied or assessed during the term of
                 this Lease against any leasehold interest of Tenant or personal
                 property or trade fixtures of Tenant of any kind, owned by
                 Tenant or placed in, upon or about the Premises by Tenant.

Successors            Section 27. Except as herein provided, this Lease and the
and Assigns      covenants and conditions herein contained shall inure to the
                 benefit of and be binding upon Landlord, its successors and
                 assigns, and shall be binding upon Tenant, its successors and
                 assigns, and shall inure to the benefit of Tenant and only such
                 assignees of Tenant to whom an assignment by Tenant has been
                 consented to in writing by Landlord. In the event more than one
                 person, firm or corporation is

                                       11

<PAGE>

                 named herein as Tenant, the liability of all parties named
                 herein as Tenant shall be joint and several.

                      In the event Landlord's interest under this Lease is
                 transferred or assigned and written notice thereof is given to
                 Tenant, the Landlord herein named for any subsequent assignee
                 or transferee of Landlord's interest under this Lease who gives
                 such notice to Tenant shall automatically be relieved and
                 released from and after the date of such transfer or conveyance
                 from all liability hereunder except with respect to liability
                 to refund or return to Tenant any security deposit deposited by
                 Tenant with Landlord hereunder. Further, the liability of
                 Landlord, its successors and assigns, under this Lease shall at
                 all times be limited solely to Landlord's interest in the land
                 and improvements comprising the Business Center and in the
                 event the owner of Landlord's interest in this Lease is at any
                 time a partnership, joint venture or unincorporated
                 association, Tenant agrees that the members or partners of such
                 partnership, joint venture or unincorporated association shall
                 not be personally or individually liable or responsible for the
                 performance of any of Landlord's obligations hereunder.

Entire                Section 28. This Lease contains the entire agreement
Agreement        between the parties hereto; and any agreement hereafter or
                 heretofore made shall not operate to change, modify, terminate
                 or discharge this Lease in whole or in part unless such
                 agreement is in writing and signed by each of the parties
                 hereto. Landlord has made no representations or promises with
                 respect to the Premises except as are herein expressly set
                 forth.

Notices               Section 29. All notices from Tenant to Landlord, including
                 the payment of rent and other charges, required or permitted by
                 any provision in this Lease, shall be hand delivered or sent by
                 registered or certified mail, return receipt requested to:

                      All notices from Landlord to Tenant so required or
                 permitted shall be hand delivered or sent by registered or
                 certified mail, return receipt requested, to Tenant at the
                 demised premises.

                      Either party may, at any time, or from time to time,
                 designate in writing a substitute address for that above set
                 forth, and thereafter all notices to such party shall be sent
                 in accordance with the above.

Severability          Section 30. (a) It is agreed that, for the purpose of any
                 suit brought or based on this Lease, this Lease shall be
                 construed to be a divisible contract, to the end that
                 successive actions may be maintained thereon as successive
                 periodic sums shall mature or be due hereunder, and it is
                 further agreed that failure to include in any suit or action
                 any sum or sums then matured or due shall not be a bar to the
                 maintenance of any suit or action for the recovery of said sum
                 or sums so omitted; and Tenant agrees that it will not in any
                 suit or

                                       12

<PAGE>

                 suits brought or arising under this Lease for a matured sum for
                 which judgment has not previously been obtained or entered,
                 plead, rely on or interpose the defenses of res adjudicata,
                 former recovery, extinguishment, merger, election of remedies
                 or other similar defense as a default to said suit or suits.

                           (b) If any term, clause or provision of this Lease is
                 declared invalid by a court of competent jurisdiction, the
                 validity of the remainder of this Lease shall not be affected
                 thereby but shall remain in full force and effect.

Governing Law         Section 31. This Lease was made in the State of Maryland
                 and shall be governed by and construed all respects in
                 accordance with the laws of the State of Maryland.

Miscellaneous         Section 32. (a) As used in this Lease, and where the
                 context requires: (1) the masculine shall be deemed to include
                 the feminine and neuter and vice-versa, and (2) the singular
                 shall be deemed to include the plural and vice-versa.

                           (b) Landlord and Tenant do hereby waive trial by jury
                 in any action, proceeding or counterclaim brought by either of
                 the parties hereto against the other on any matters whatsoever
                 arising out of or in any way connected with this Lease, the
                 relationship of Landlord and Tenant, Tenant's use or occupancy
                 of the Premises, and/or any claim of injury or damage, and any
                 emergency statutory or any other statutory remedy.

                           (c) The parties agree that this is a lease of
                 property to be used exclusively for a business, commercial,
                 industrial, or mercantile purpose as distinguished from
                 residence purposes as provided in Real Property Article,
                 Section 8-110 of the Annotated Code of Maryland and that this
                 Lease and the rents herein reserved are not subject to
                 redemption.

                           (d) The Tenant hereby expressly waives any and all
                 rights of redemption granted by or under any present or future
                 laws in the event of the Landlord obtaining possession of the
                 Premises by reason of the violation or breach by the Tenant of
                 any of the covenants or conditions of this Lease.

Injury From           Section 33. Landlord, in the absence of negligence on its
Leakage, Etc.    part or that of its servants, agents or employees, shall not be
                 responsible for or liable to (and is hereby exculpated from)
                 the tenant or any other person or party for any loss or damage
                 to the Premises, or to persons upon the Premises or to
                 property, goods, fixtures, equipment, merchandise and other
                 chattels upon the Premises (whether owned by the Tenant or by
                 others) from any reason or cause, including, without
                 limitation, fire, explosion, falling plaster, condensation,
                 dampness, steam, gas, electricity, water, rain, snow, ice,
                 wind, or other acts of god or leaks from any part of the
                 Premises, interior or exterior, including, without limitation,
                 the roof or its utility systems and their lines, parts and
                 components. Tenant shall indemnify, save and hold the Landlord,
                 and its agents, servants and employees,

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<PAGE>

                 harmless against all such claims of loss and damage, including
                 without limitation, and possible subrogation claim by Tenant's
                 insurance carriers.

Recording             Section 34. In the event Landlord elects to record this
                 Lease or a Memorandum of this Lease, Tenant agrees to execute
                 said Memorandum of Lease, if Landlord so requests, which cost
                 shall be the responsibility of the Landlord.

Brokerage             Section 35. Landlord covenants and agrees that it is
                 responsible for payment of all real estate commissions to KLNB,
                 Inc., if any, resulting from this transaction and to hold
                 Tenant harmless from all claims for any real estate commissions
                 resulting herefrom.

     One (1) Rider, consisting of one ( l ) page, is attached hereto, and made a
part hereof.

     IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.

WITNESS OR ATTEST:                 LANDLORD:


/s/ Carol F. Janney                /s/ Mary Ellen Eisenhauer
-------------------------          --------------------------------------
    Carol F. Janney                    Mary Ellen Eisenhauer


                                   Warren Group Ltd. Partnership


/s/                                BY: /s/ Edward Warren. Gen Pt.         (SEAL)
-------------------------          --------------------------------------


                                   TENANT:


                                   --------------------------------------
                                   Chesapeake Federal Savings &
                                   Loan Association


/s/ William J. Bocek, Jr.          BY: /s/ R. Thomas Jefferson, President (SEAL)
-------------------------          --------------------------------------

                                       14

<PAGE>

                  RIDER TO LEASE DATED                  , 1997
                                       -----------------
                    BETWEEN Warren Group Limited Partnership,
                  James & Mary Ellen Eisenhauer, LANDLORD, AND
                    Chesapeake Federal Savings & Loan, TENANT

          The following new Section is hereby added to the Lease:

          36. Renewal Option(s). If Tenant is not then in default under this
Lease or any of the provisions hereof, Tenant may extend the term of this Tease
for two (2) additional successive period(s) of five (5) year(s) each, by
notifying Landlord in writing of its intention to do so at least one hundred
eighty (180) days prior to the expiration of the ten current term. Each such
renewal term shall be under the same terms and conditions as are herein set
forth except that the annual rental for each succeeding renewal term shall be
adjusted as follows:

          The first, five (5) year optional basic yearly rental during the
          option shall be $20,160 paid monthly.

          The second, five (5) year optional basic yearly rental during the
          option shall be $22, 579.

          37. Early Termination. Tenant, if not in default, shall have the
one-time right to terminate this lease at the end of the three (3) years of the
original term given the following conditions:

          (a) Tenant shall give six (6) months' notice of intention to exercise
          right, (b) Deliver with notice, an early termination fee of $4,500 to
          Landlord.

There shall be no addition right to renew or extend this Lease except as
provided herein.

     The provisions of the foregoing Rider are hereby approved and accepted.
WITNESS:

WITNESS:


/s/ Carol F. Janney                        BY: /s/ Mary Ellen Eisenhauer  (SEAL)
----------------------                         --------------------------
                                                   Landlord


                                           Warren Group Ltd. Partnership


/s/                                        /s/ Edward Warren Gen PT.   (SEAL)
----------------------                     ----------------------------
                                           Chesapeake Federal Savings &
                                           Loan Association