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                                  EXHIBIT 10.16

                                 LEASE AGREEMENT

      THIS LEASE AGREEMENT is entered into on March 1, 2001, by and between the
Landlord and the Tenant named below.

                                   Article I

                    Definitions and Contract Basic Provisions

      1.1. Definitions.

              (a) "Landlord": CDK & Associates Limited Partnership

              (b) "Landlord's Address": 8720 Satyr Hill Road, Baltimore,
Maryland 21234

              (c) "Tenant": Chesapeake Bank of Maryland

              (d) "Tenant's Address": 2001 East Joppa Road, Baltimore, Maryland
21234

              (e) "Demised Premises": Nusinov Plaza (the "Shopping Center") in
Baltimore County, Maryland. The Demised Premises is approximately 2,400 square
feet in area measured to the exterior of outside walls and to the center of
interior walls, and the Demised Premises are known as 8716 Satyr Hill Road,
Baltimore, Maryland 21234.

              (f) "Lease Term": Commencing on March 1, 2001 (the "Commencement
Date"), and terminating February 28, 2006, Lessor shall have the option to renew
lease for 3 additional 5 year terms with 90 days notice. At beginning of first
report, the rent will be $260 and will go to _________ within the 4/th/ and
10/th/ year. Additional option lease will be negotiated in good faith.

              (g) "Minimum Guaranteed Rental": Minimum Guaranteed Rental shall
be $2,400 per month from the Commencement Date through February 29, 2004, and
$2,500 per month during the remainder of the Lease Term.

              (h) "Common Area Maintenance Charge": The Common Area Maintenance
Charge shall be payable in advance every January 15, April 15, July 15, and
October 15, during the Lease Term. During the first three (3) years of the Lease
Term, the Common Area Maintenance Charge shall be $860 per quarter. Beginning
with the Common Area Maintenance Charge due April 15, 2004 through the remainder
of the Lease Term, the Common Area Maintenance Charge shall be increased by an
amount to be determined by the Landlord in its

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sole discretion, but not to exceed five percent (5%) of the initial Common Area
Maintenance Charge. Landlord shall give Tenant advance written notice of the new
Common Area Maintenance Charge. On or before the Commencement Date, Tenant shall
pay to Landlord a prorated portion of the Common Area Maintenance Charge for the
period between the Commencement Date and April 15, 2001.

                 (i) "Security Deposit": The amount of $2,400.00.

                 (j) "Permitted Use": Loan and Related Banking Functions of
Tenant offices.

     1.2. Interpretation. Each of the above definitions and basic provisions
shall be construed in conjunction with and limited to the references thereto in
the other provisions of this lease.

                                   Article II

                                 Granting Clause

     2.1. Grant. In consideration of Tenant's obligation to pay rent and of the
other terms, covenants, and conditions hereof, Landlord leases to Tenant, and
Tenant takes from Landlord, the Demised Premises as described in Section 1.1(e),
TO HAVE AND TO HOLD the Demised Premises for the Lease Term specified in Section
1.1(f), all upon the terms and conditions set forth in this lease. If Tenant
performs all of its covenants and agreements herein, it shall, subject to the
terms of this lease, at all times during the continuance thereof, have peaceful
and quiet possession of the Demised Premises.

                                  Article III

                     Construction and Acceptance of Premises

     3.1. Tenant Improvements.

          (a) Landlord's Work. Prior to Tenant's occupancy of the Demised
Premises, Landlord shall perform the following work with respect to the Demised
Premises (collectively, "Landlord's Work"):

                   (i)   On or before February 1, 2001, Landlord shall install
                         exterior lighting outside the Demised Premises. The
                         light fixtures to be installed by Landlord shall be
                         approved by Tenant prior to installation; provided,
                         however, that if Tenant's approval of the light
                         fixtures is not given on or before January ___, 2001,
                         then Landlord shall entitled to a reasonable extension
                         beyond February 1, 2001 in which to complete the
                         installation of the exterior lighting.

                   (ii)  Prior to the Commencement Date, Landlord shall remove
                         all ceiling grids and titles and carpeting from the
                         Demised Premises, as well as any partition walls that
                         Tenant requests to be removed

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                         from the Demised Premises. Tenant shall designate in
                         writing to Landlord on or before February 1, 2001 which
                         partition walls are to be removed.

          (b)  Tenants Work. Within thirty (30) days after the date hereof,
Tenant shall submit to Landlord Tenant's plans and specifications for the
improvements to be constructed by Tenant in the Demised Premises ("Tenant's
Work"). Landlord shall have the right to approve or object to such plans and
specifications within ten (10) days after receipt of such plans and
specifications. Tenant shall revise such plans and specifications for Landlord's
final approval within twenty (20) days after receipt of Landlord's objections.
If Landlord does not approve such revised plans and specifications, Tenant shall
revise such plans and specifications in accordance with this paragraph until
Landlord's final approval is received. The necessity of revisions to the plans
and specifications shall affect the Commencement Date.

     [Paragraph Deleted]

     Tenant shall cause the Tenant's Work to be completed in a good and
workmanlike manner and in accordance with the plans and specifications approved
by Landlord and all applicable laws, ordinances, rules, regulations and building
codes, at Tenant's sole cost and expense, subject to the application of the
Tenant Allowance as described in subsection (c) below. Tenant shall be
responsible, at Tenant's sole cost and expense, for obtaining any permits
required for construction of Tenant's Work.

          (c)  Tenant Allowance. Landlord shall contribute the sum of Five
Thousand Dollars ($5,000.00) (the "Tenant Allowance") toward the construction of
the tenant improvements described in subsection (b) above. The Tenant Allowance
shall be applied first to the Landlord's Work, and the remainder of the Tenant
Allowance shall be available for reimbursement to Tenant within thirty (30) days
after submission to Landlord of invoices relating to the design and/or
construction of the Tenant's Work.

     3.2. Occupancy. By occupying the Demised Premises, Tenant shall be
deemed to have accepted them and to have acknowledged that they comply fully
with Landlord's covenants and obligations hereunder.

     3.3. Recordable lease memorandum. Landlord and Tenant, at either's
request, shall execute and deliver a short form lease in recordable form
containing the basic provision of this agreement, acknowledging that Tenant has
accepted possession and reciting the exact Commencement Date and termination
date of this lease. The requesting party shall pay all costs, including
recordation and transfer taxes, of recording such memorandum.

                                   Article IV

                                      Rent

     4.1. Payment of rent. Rental shall accrue hereunder from the Commencement
Date, and shall be payable to Landlord at the address specified in
Section 1.1(b).

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     4.2. Minimum rent. Tenant shall pay to Landlord Minimum Guaranteed Rental
in monthly installments in the amounts specified in Section 1.1(g). The first
monthly installment shall be due and payable on or before the Commencement Date,
and subsequent installments shall be due and payable on or before the first day
of each succeeding calendar month during the demised term.

     4.3. Late payment penalty. The Minimum Guaranteed Rental shall be payable
on or before the first day of the month (in accordance with Section 4.2). If the
rental is not received within eight (8) days after its due date for any reason,
a late charge of 5% of Amount Due shall be due and payable as additional rent.

     4.4. Partial acceleration. If Tenant fails to make rental payments within
eight (8) days after due, Landlord, in order to reduce its administrative costs,
may require, by giving written notice to Tenant, that Minimum Guaranteed Rentals
be paid in advance quarterly instead of monthly, that all future rental payments
be made on or before the due date by cash, cashier's check, or money order, and
that delivery of Tenant's personal or corporate check no longer constitutes a
payment of rental under this lease. (The above rights are in addition to
Landlord's right under Section 4.3 to receive late charges, as well as its other
rights and remedies accruing under other terms, provisions, and covenants
(including Articles XVIII and XIX of this lease). Any subsequent acceptance by
Landlord of a monthly rental payment or a personal or corporate check shall not
be construed as a waiver of its rights.

                                   Article V

                                  Common Areas

     5.1. Common area parking. The term "Common Area" is defined for all
purposes of this lease as that part of the Shopping Center, including applicable
facilities, that are intended for the common use of all tenants. For purposes of
this definition, facilities include the parking area, private streets and
alleys, landscaping, curbs, loading area, sidewalks, malls and promenades
(enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms,
public toilets, and the like. Not included, however, are space in existing or
future buildings designed for commercial rental purposes and streets and alleys
maintained by a public authority. Landlord may from time to time change the
dimensions and locations of the Common Area, as well as the dimensions,
identity, and type of all buildings in the Shopping Center. Tenant, and its
employees, customers, subtenants, licensees, and concessionaries shall have the
nonexclusive right to use the Common Area as constituted from time to time. The
use shall be in common with Landlord, other tenants to the Shopping Center, and
other persons permitted by Landlord to use the Shopping Center. The use shall be
subject to all reasonable rules and regulations prescribed by Landlord,
including the designation of specific areas within the Shopping Center or in
reasonable proximity to it for parking automobiles owned by Tenant and its
employees, subtenants, licensees, and concessionaries. In this regard, Tenant
shall furnish to Landlord, at its request, a complete list of the license
numbers of all automobiles operated by Tenant and its employees, subtenants,
licensees, and concessionaires. If automobiles or other vehicles owned or
operated by Tenant or the above persons are at any time parked in a part of the
Shopping Center that is not specifically designated for employee parking, Tenant
shall pay to Landlord, as additional rent, an amount equal to the daily or
hourly charge established by Landlord for each

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automobile or other vehicle so parked. Tenant shall not solicit business within
the Common Area or take any action that would interfere with the rights of other
persons to use it. Landlord may temporarily close any part of the Common Area
for any period necessary to make repairs or alterations or to prevent the public
from obtaining prescriptive rights.

     5.2. Substitute parking. Landlord may from time to time substitute for any
parking areas other areas, whether elevated, surface, or underground, reasonably
accessible to tenants of the Shopping Center.

     5.3. Management and maintenance. Landlord shall be responsible for the
operation, management, and maintenance of the Common Area. The manner of and
expenditures for maintenance shall be in Landlord's reasonable discretion.

     5.4. Common Area Charges. In addition to rentals and other charges
prescribed in this lease, Tenant shall pay to Landlord Tenant's proportionate
share of the cost incurred by Landlord of operating and maintaining the Common
Area, including costs for lighting, painting, cleaning, policing, inspecting,
repairing and replacing, and for heating and cooling any enclosed mall or
promenade in the Shopping Center, as well as general real estate taxes,
assessments, the costs of trash removal from the Shopping Center, the cost of
hazard insurance, and a reasonable allowance for Landlord's overhead costs and
for depreciation of maintenance equipment. However, such costs shall not include
depreciation of Landlord's original investment. Tenant's proportionate share of
the cost of operating and maintaining the Common Area shall be the Common Area
Maintenance Charge specified in Section 1.1(h) above. Tenant shall make the
payments to Landlord at quarterly intervals.

                                   Article VI

                            Use and Care of Premises

     6.1. Use; name continuous operation. The Demised Premises may be used only
for the Permitted Use specified in Section 1.1(j) unless Landlord gives prior
written consent. Tenant shall not at any time leave the Demised Premises vacant,
but shall in good faith continuously throughout the term of this lease conduct
and carry on the type of business for which the Demised Premises are leased.
Tenant shall operate its business in an efficient, high class, and reputable
manner. [remainder of paragraph deleted]

     6.2. Compliance with insurance requirements. Tenant shall not, without
Landlord's prior written consent, keep anything within the Demised Premises or
use the Demised Premises for any purpose which increases the insurance premium
costs or invalidates any insurance policy carried on the Demised Premises or
other parts of the Shopping Center. All property kept, stored or maintained
within the Demised Premises by Tenant shall be at its sole risk.

     6.3. Discount sales nuisance. Tenant shall not do any of the following
acts: conduct within the Demised Premises any fire, auction, bankruptcy,
"going-out-of-business," "lost-our-lease," or similar sales or operate within
the Demised premises a "wholesale" or "factory outlet" store, a cooperative
store, a "second hand" store, a "surplus" store or a store commonly referred to
as a "discount house"; advertise that it sells its products or services at
"discount," "cut price,"

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or "cut-rate" prices; permit any objectionable or unpleasant odors to emanate
from the Demised Premises place or permit any radio, television, loudspeaker or
amplifier on the roof or outside the Demised Premises or where it can be seen or
heard from outside the building; place any antenna, awning or other projection
on the exterior of the Demised Premises; take any other action that would
constitute a nuisance or would disturb or endanger other tenants of the Shopping
Center or unreasonably interfere with their use of their respective Premises; or
do anything that would tend to injure the reputation of the Shopping Center.

     6.4. Rubbish. Tenants shall take good care of the Demised Premises and keep
them free from waste at all times. Tenants shall keep the Demised Premises and
sidewalks, service ways and loading areas adjacent to the Demised premises neat,
clean and free from dirt or rubbish at all times, and shall store all trash and
garbage within the Demised Premises or within areas within the Shopping Center
designated by the Landlord for trash collection and storage. Receiving and
delivery of goods and merchandise and removal of garbage and trash shall be made
only in the manner and areas prescribed by Landlord. Tenant shall not operate an
incinerator or burn trash or garbage within the Shopping Center area.

     6.5. Display windows. Tenant shall maintain all display windows in a neat,
attractive condition, and shall keep all display windows, exterior electric
signs and exterior lighting under any canopy in front of the Demised Premises
lighted during operating hours of the Shopping Center.

     6.6. Address in advertising. Tenant shall include the address and identity
of its business activities in the Demised Premises in all advertisements made by
Tenant in which the address and identity of any similar local business activity
of Tenant is mentioned.

     6.7. Licenses. Tenant shall procure at its expense all permits and licenses
required for the transaction of business in the Demised Premises and otherwise
comply with all applicable laws, ordinances, and governmental regulations.

     6.8. Environmental Compliance. Tenant shall not cause any hazardous waste,
toxic substance, or related materials (collectively, the "Hazardous Materials")
to be used, collected, generated, stored, or disposed of on, under, or about, or
transported to or from, the Demised Premises (collectively, the "Hazardous
Materials Activities") without first obtaining Landlord's written consent, which
consent may be withheld for any reason whatsoever and which may be revoked at
any time, and then only in compliance (which shall be at Tenant's sole cost and
expense) with all applicable laws, rules, ordinances, statutes, regulations, and
requirements and using all necessary and appropriate precautions. Landlord shall
not be liable to Tenant for any Hazardous Materials Activities by Tenant,
Tenant's employees, agents, contractors, licensees, invitees, or guests. Tenant
shall indemnify, defend with counsel acceptable to Landlord, and hold Landlord
and its agents and others claiming any interest in the Demised Premises by,
through, or under Landlord, harmless from any claims, losses, expenses, damages,
costs, and liabilities arising out of Tenant's Hazardous Materials Activities
on, under, or about the Demised Premises. Landlord and its agents and others
claiming any interest in the Demised Premises by, through, or under Landlord,
shall not be liable to Tenant regardless of whether Landlord has approved
Tenant's Hazardous Materials Activities. For the purposes of this Section 6.8,
Hazardous Materials means (a) any "hazardous waste" as defined by the Resource
Conservation

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and Recovery Act of 1976 (42 U.S.C. (S)(S) 6901 et. seq.), as amended from time
to time, and regulations promulgated thereunder, (b) any "hazardous substance"
as defined by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. ss.ss. 9601 et seq.), as amended from time to
time, and regulations promulgated thereunder; (c) any "oil, petroleum products,
and their by-products" as defined by the Maryland Natural Resources Code Ann.
(S) 8-1411(a)(3), as amended from time to time, and regulations promulgated
thereunder; (d) any "hazardous substance" as defined by the Maryland Health
Environmental Code Ann., Title 7, subtitle 2, as amended from time to time, and
regulations promulgated thereunder; (e) any substance the presence of which on
the Premises is prohibited by any law similar to those set forth in this
definition; and (f) any other substance that by law requires special handling in
its collection, storage, treatment, or disposal. This Section 6.8 shall survive
the expiration or earlier termination of the Lease Term.

                                  Article VII

                       Maintenance and Repair of Premises

     7.1. Landlord obligations. Landlord shall keep the foundation, the exterior
walls (except plate glass windows, doors, door closure devices and other
exterior openings window and door frames, molding, locks, and hardware special
store fronts lighting, heating, air-conditioning, plumbing and other electrical,
mechanical and electromotive installation, equipment and fixtures, signs,
placards, decorations or advertising media of any type and interior painting or
other treatment of exterior walls) and roof of the Demised Premises in good
repair. Landlord, however, shall not be required to make any repairs caused by
the act or negligence of Tenant or of its agents, employees, subtenants,
licensees, or concessionaires. Tenant shall give Landlord immediate written
notice of all repairs that Landlord is required to make on or in the Demised
Premises, but it shall have a reasonable time after receipt of the notice to
make the necessary repairs.

     7.2. Tenant obligations. Tenant, at its expense, shall keep the Demised
Premises in good, clean, and habitable condition and free of insects, rodents,
vermin, and other pests. Tenant shall also make all needed repairs and
replacements (including replacement of cracked or broken glass), except for
those required of Landlord under Section 7.1. Without limiting the foregoing,
Tenant shall repair and replace all lighting, heating, air-conditioning,
plumbing, and other electrical, mechanical, and electromotive installation,
equipment, and fixtures, make all utility repairs in ducts, conduits, pipes, and
writing, and clear up any sewer stoppage located in, under, and above the
Demised Premises. If Tenant does not make a required repair within ten (10) days
after it receives Landlord's written notice, Landlord may make the repair
without liability to Tenant for resulting loss or damage to Tenant's stock or
business. In that case, Tenant shall pay to Landlord upon demand, as additional
rent under this lease, the cost of repairs plus the maximum contractual interest
(not to exceed 12 percent per month) that Landlord could charge to Tenant for a
comparable loan in the state where the Demised Premises are located. Such
interest shall accrue continuously from the date of payment by Landlord until
repayment by Tenant. Notwithstanding the provisions of Section 7.1 or this
Section 7.2, if during the first twelve (12) months of the Lease Term, Tenant
discovers that the heating, ventilation, and air conditioning systems serving
the Demised Premises are not in good repair, Landlord will make the necessary
repairs at Landlord's expense. Upon expiration or termination of this lease,
Tenant

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shall surrender the Demised Premises in good condition, excepting reasonable
wear and tear and losses required to be restored by Landlord under Section 7.1.

                                  Article VIII

                                   Alterations

     8.1.   Tenant installations. Except as provided in Section 3.1(b), Tenant
shall not make any alterations, additions or improvements, to the Demised
Premises without Landlord's prior written consent, except for the installation
of unattached, movable trade fixtures, which may be installed without drilling,
cutting or otherwise defacing the Demised Premises. All alterations, additions,
improvements and fixtures (other than Tenant's unattached, readily movable
furniture and office equipment) made or installed by either party upon the
Demised Premises shall remain upon and be surrendered with the Demised Premises
and become Landlord's property upon the termination of this lease. However, if
Landlord requests removal of the above installations, Tenant shall at its
expense do so and restore the Demised Premises to their original condition.

     8.2.   Construction work. All construction work done by Tenant within the
Demised Premises shall be performed in a good and workmanlike manner, in
compliance with all governmental requirements, and in a manner that causes a
minimum of interference with other construction in progress and with the
transaction of business in the Shopping Center. Tenant shall indemnify Landlord
and hold it harmless from and against all loss, liability, or damage resulting
from Tenant's work, and shall, if requested by Landlord, furnish satisfactory
bond or other security against such loss, liability, or damage. Should
mechanic's, materialmen's or other liens be filed against the Demised Premises
or the Shopping Center by reason of the acts of Tenant, Tenant shall cause the
lien to be cancelled and discharged of record by bond or otherwise within thirty
(30) days of receiving actual notice of such lien.

                                   Article IX

                     Landlord's Right of Access, Use of Roof

     9.1.   Access. Landlord may enter upon the Demised Premises at any time for
the purposes of inspection, repairs, alterations, or additions to adjacent
premises, or to show the Demised Premises to prospective purchasers, lessees, or
lenders.

     9.2. "For Lease" signs. Landlord may place and maintain "For Rent" or "For
Lease" signs on the Demised Premises during the last 90 days of the Lease Term.

     9.3. Roof. Landlord shall have exclusive use of the roof above the Demised
Premises.

                                   Article X

                               Signs, Store Fronts

     10.1.  Landlord, at its sole cost and expense, shall add Tenant's name to
the sign for the Shopping Center fronting in Satyr Hill Road. Tenant shall not,
without Landlord's prior written

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consent, (a) make any changes to the store front, (b) install any exterior
lighting decorations, paintings, awnings, canopies, or the like, or (c) erect or
install any signs, window or door lettering, placards, decorations or
advertising media of a type which can be viewed from the exterior of the Demised
Premises, excepting only dignified displays of customary type for its display
windows. All signs, lettering, placards, decorations and advertising media shall
conform in all respects to the sign criteria established by Landlord for the
Shopping Center, from time to time, and be subject to its prior written approval
as to construction, method of attachment, size, shape, height, lighting, color
and general appearance. All signs shall be kept in good condition and in proper
operating order at all times.

                                   Article XI

                                    Utilities

     11.1.  Utility conduits. Landlord shall cause to be provided and maintained
all necessary mains, conduits, and other facilities for the supply of water,
gas, electricity, telephone service, and sewerage service to the Demised
Premises.

     11.2.  Tenant expense. Tenant shall promptly pay all charges for
electricity, water, gas, telephone service, sewerage service, and other
utilities furnished to the Demised Premises. Landlord may furnish one or more
utility services to Tenant. In such event, Tenant shall purchase the use of all
such services and pay on demand as additional rent the rates established for
them by Landlord. The rates shall not exceed those that local public utility
companies would charge for directly furnishing the same services. Landlord may
at any time discontinue a service without obligation to Tenant other than to
connect the Demised Premises to the public utility furnishing such service.

     11.3.  Interrupted service. Landlord shall not be liable for any
interruption in utility services not furnished by it, or for interruptions in
utility services furnished by it that are due to fire, accident, strike, acts of
God, or other causes beyond its control or are necessary to make alterations,
repairs, or improvements.

                                  Article XII

                             Indemnity and Insurance

     12.1.  Release and indemnity. Landlord shall not be liable to Tenant, its
employees, agents, or visitors, or any other person for injury to person or
damage to property on or about the Demised Premises or the Common Area, if:
caused by the negligence or misconduct of Tenant, its employees, subtenants,
licensees, or concessionaires, or any other person entering the Shopping Center
under Tenant's express or implied invitation; arising out of Tenant's use of the
Demised Premises and the conduct of its business therein; or arising out of a
breach or default by Tenant in performing its obligations under this lease.
Tenant shall indemnify Landlord and hold it harmless from and against all
losses, expenses, or claims arising out of such damage or injury.

     12.2.  Public liability insurance. Tenant shall procure and maintain
throughout the Lease Term a policy or policies of insurance, at its expense,
insuring both Landlord and Tenant

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against all claims, demands, or actions arising out of or in connection with
Tenant's use or occupancy of the Demised Premises or by the condition of the
Demised Premises. Each policy shall have a limit of at least $1,000,000 for
injuries to or death of any one person, $2,000,00 for any one accident or
disaster, and $500,000 for damage or destruction to property, and shall be
written by an insurance company satisfactory to Landlord. Tenant shall obtain a
written obligation from each insurance company that it will notify Landlord at
least ten (10) days before the insurance is canceled. The policies or duly
executed certificates of insurance shall be promptly delivered to Landlord, and
all required renewals thereof shall be delivered to Landlord at least thirty
(30) days before the respective policy terms expire. If Tenant fails to comply
with the above requirements, Landlord may obtain the insurance. In that case,
Tenant shall pay to Landlord on demand, as additional rent under this lease, the
premium cost of the insurance plus interest at the maximum contractual rate (not
to exceed 12 percent per month) from the date of payment by Landlord until
repayment by Tenant.

     12.3.  Tenant's property insurance. Tenant shall procure and maintain
throughout the Lease Term, at Tenant's expense, property insurance covering
Tenant's equipment, trade fixtures, and other personal property.

                                  Article XIII

                        No liability for Certain Damages

     13.1.  Neither Landlord nor its agents or employees shall be liable to
Tenant for any injury to person or damage to property caused by the Demised
Premises or other portions of the Shopping Center becoming out of repair, by
defect or failure of any structural element of the Demised Premises or of any
equipment, pipes, or wiring, by broken glass, by the backing up of drains, or by
gas, water, steam, electricity, or oil leaking, escaping, or flowing in to the
Demised Premises, except when due to Landlord's willful failure to make required
repairs within a reasonable time after it receives written notice that repairs
are needed. Landlord also shall not be liable to Tenant for any loss or damage
occasioned by or through the acts or omissions of other tenants of the Shopping
Center or of other persons, other than Landlord's duly authorized employees and
agents.

                                  Article XIV

                               Damages by Casualty

     14.1.  Notice. Tenant shall give immediate written notice to Landlord of
any damage caused to the Demised Premises by fire or other casualty.

     14.2.  Repair or termination. If the Demised Premises are damaged or
destroyed by fire or other casualty insurable under standard fire and extended
coverage insurance and Landlord does not elect to terminate this lease (as
provided below), it shall proceed with reasonable diligence and at its expense
to repair or rebuild the Demised Premises. Landlord may either terminate this
lease or proceed to repair or rebuild the Demised Premises if: (a) the building
in which the Demised Premises are located its destroyed or substantially damaged
by a casualty not covered by Landlord's insurance, (b) the building is destroyed
or made untenantable

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to the extent of over fifty percent (50%) of the first floor area by a casualty
covered by Landlord's insurance, or (c) the holder of a mortgage, deed of trust,
or other lien on the Demised Premises at the time of the casualty elects, under
such particular lien, that all or part of Landlord's insurance proceeds by used
in satisfaction of all or part of the indebtedness secured by the lien. Landlord
shall give written notice to Tenant of the election within sixty (60) days after
the casualty occurs. If Landlord elects to rebuild or repair it shall proceed to
do so with reasonable diligence and at its expense. Tenant shall in no event be
entitled to compensation or damages on account of annoyance or inconvenience
arising out of the making of any repairs or restoration or on account of any
termination of this Lease pursuant to this Section.

     14.3.  Restoration work. Landlord's above obligation to rebuild or repair
shall be limited to restoring (a) the Demised premises to substantially the same
condition as before the casualty, exclusive of any alterations, additions,
improvements, fixtures, and equipment installed by Tenant or (b) Landlord's work
(if any) to substantially the same condition as before the casualty, as the case
may be. Promptly after Landlord completes the work, Tenant shall proceed with
reasonable diligence and at its expense to restore, repair, and replace all
alterations, additions, improvements, fixtures, signs, and equipment installed
by or belonging to tenant.

     14.4.  Continuous operation and rent abatement. During any period of
reconstruction or repair, Tenant shall continue to operate it business within
the Demised Premises to the extent practicable. During the period from
occurrence of the casualty until Landlord's completion of the repairs, the
Minimum Guaranteed Rental shall be reduced in proportion to the part of the
Demised Premises which is unusable by Tenant in the conduct of its business (but
there shall be no abatement of Minimum Guaranteed Rental if the Demised
Premises, though damaged, are still usable by Tenant in the conduct of its
business).

                                   Article XV

                                 Eminent Domain

     15.1.  Substantial taking. This lease shall terminate if more than thirty
percent (30%) of the floor area of the Demised Premises is taken for any public
or quasi-public use under a governmental law, ordinance, or regulation, or by
right of eminent domain or by private purchase in lieu thereof. In any such
case, the rent shall be abated during the unexpired portion of the lease,
effective on the date the condemning authority takes physical possession.

     15.2.  Partial taking. This lease shall not terminate if thirty percent
(30%) or less of the floor area of the Demised Premises is taken as provided in
Section 15.1. However, the Minimum Guaranteed Rental payable during the
unexpired portion of this lease shall be reduced in proportion to the are taken,
effective on the date the condemning authority takes physical possession.
Following the partial taking, Landlord shall make all necessary repairs or
alterations to the remaining Demised Premises or within the scope of its work,
as the case may be, to make the remaining portions of the Demised Premises an
architectural whole.

     15.3.  Common area. If any part of the Common Area is taken as provided
above, this lease shall not terminate and the rent payable hereunder shall not
be reduced. However, either Landlord or Tenant may terminate this lease if the
area of the Common Area following the

                                       11

<PAGE>

taking plus any additional parking area provided by Landlord in reasonable
proximity to the Shopping Center is less than seventy percent (70%) of the area
of the Common Area immediately before the taking. Either party may evidence its
election to terminate this lease by delivering written notice of termination to
the other within thirty (30) days after the condemning authority takes physical
possession.

     15.4. Condemnation proceeds. All compensation awarded for any taking (or
the proceeds of private sale in lieu thereof) of the Demised Premises or Common
Area shall be the property of Landlord, and Tenant hereby assigns its interest
in any such award to Landlord. However, Landlord shall have no interest in any
separate award made to Tenant for its moving and relocation expenses or for the
loss of its fixtures and other tangible personal property.

                                   Article XVI

                            Assignment and Subletting

     16.1. Consent required; non-waiver. Tenant shall not assign or in any other
manner transfer this lease or any estate or interest therein, sublet all or part
of the Demised Premises, or grant a license, concession, or other right off
occupancy of any portion of the Demised Premises without Landlord's prior
written consent. Landlord's consent to one or more assignments or sublettings
shall not operate as a waiver of its rights as to any subsequent assignment or
subletting.

     16.2. Corporate stock transfers. If Tenant is a corporation and at any time
during the primary term (or any renewal or extension) of this lease the majority
owner or owners of either the outstanding voting shares or all outstanding
shares of Tenant's capital stock at the time of execution of this lease cease to
own a majority of the shares (except as the result of transfers by devise or
descent), the loss of majority status shall be deemed an assignment of this
lease by Tenant and therefore subject in all respects to the provisions of
Section 16.1. The previous sentence shall not apply, however, if at the time of
execution of this lease the outstanding voting shares of Tenant's capital stock
are listed on a recognized security exchange or over-the counter market.

     16.3. No release; excess rent. Notwithstanding any assignment or
subletting, Tenant and any guarantor of its obligations under this lease shall
remain fully responsible and liable for the payment of rent and compliance with
all of its obligations hereunder (even if future assignments and sublettings
occur after the assignment or subletting by Tenant, and regardless of whether
Tenant's approval has been approved for them). Moreover, Tenant shall be bound
and obligated to pay Landlord the following excess amounts: if the rental due
and payable by a sublessee for both the sublease rental and any bonus or other
consideration for or incident to it exceeds the rental payable under this lease
or, if with respect to an assignment, license, or other transfer by Tenant
permitted by Landlord, the consideration payable to Tenant by the assignee,
licensee, or other transferee exceeds the rental payable under this lease,
Tenant shall pay Landlord the excess rental and other excess consideration
within ten (10) days after its receipt from the sublessee, assignee, licensee,
or other transferee. If there is any assignment or subletting, Tenant shall
receive all rentals paid to it by the assignee or sublessee in trust for
Landlord, and shall forward the amounts immediately to Landlord without offset
or reduction of

                                       12

<PAGE>

any kind. Landlord may require Tenant to pay such rentals directly to it as
specified in Section 4.1, in which case they shall be applied as a credit and
offset to Tenant's rental obligations.

     16.4. Leasehold mortgages. Tenant shall not mortgage, pledge, or otherwise
encumber its interest in this lease or in the Demised Premises.

     16.5. Landlord assignment. If Landlord assigns and transfers its interest
in this lease and in the building containing the Demised Premise to a person
expressly assuming its obligations under the lease, Landlord shall thereby be
released from all further obligations hereunder, and Tenant shall look solely to
Landlord's successor in interest for performance of the obligations. Landlord
may assign and transfer to the successor in interest any security given by
Tenant to secure performance of its obligations under this lease, and Landlord
shall thereby be discharged of all further related obligations.

                                  Article XVII

                                      Taxes

     17.1. Personal property taxes. Tenant shall be liable for all taxes levied
against personal property and trade fixtures placed by it in the Demised
premises. If the taxes are levied against Landlord or its property and it elects
to pay them, of if the assessed value of Landlord's property is increased by
inclusion of personal property and trade fixtures placed by Tenant in the
Demised Premises and Landlord elects to pay the taxes based on the increase,
Tenant shall pay to Landlord upon demand that part of the taxes for which Tenant
is primarily liable under this lease.

     17.2. Real estate and general tax increases. Except as provided in Sections
17.1 And 17.3, Landlord shall pay or cause to be paid all general real estate
taxes, general and special assessments, parking surcharges, and other
governmental charges (collectively "the general taxes") levied against the
Shopping Center for each real estate tax year, and Tenant shall reimburse
Landlord for a portion of the general taxes through the Common Area Maintenance
Charge.

     17.3. Rent or other taxes. If at any time during the primary term of this
lease or any renewal or extension thereof a tax or excise on rents or other tax
however described (except any franchise, estate, inheritance, capital stock,
income or excess profits tax imposed upon Landlord) is levied or assessed
against Landlord by any lawful taxing authority on account of Landlord's
interest in this lease or the rents or other charges reserved hereunder, as a
substitute in whole or in part, or in addition to the general taxes described in
section 17.2, Tenant shall pay to Landlord upon demand, and in addition to the
rentals and other charges prescribed in this lease, the amount of the tax or
excise. If the tax or excise is levied or assessed directly against Tenant, it
shall be responsible for and pay the tax or excise whenever and in the manner
required by the taxing authority.

                                  Article XVIII

                         Default by Tenant and Remedies

                                       13

<PAGE>

     18.1. Default and remedies. The following events shall be deemed to be
"Events of Default" by Tenant under this lease:

           (1)  Tenant fails to pay any installment of rent or other obligation
hereunder involving the payment of money and the failure continues for eight (8)
days after the date due.

           (2)  Tenant fails to comply with any term, provision or covenant of
this lease, other than as described in subsection (1) above, and does not cure
the failure within fifteen (15) days after written notice thereof to Tenant.

           (3)  Tenant or any guarantor of its obligations under this lease
becomes insolvent, makes a transfer in fraud of creditors, or makes an
assignment for the benefit of creditors.

           (4)  Tenant or any guarantor of its obligations under this lease
files a petition under any section or chapter of the Federal Bankruptcy Act, as
amended, or under any similar federal or state law or statute, or Tenant or any
guarantor of is obligations under this lease is adjudged bankrupt or insolvent
in proceedings filed against Tenant or any guarantor of its obligations under
this lease.

           (5)  A receiver or trustee is appointed for the Demised Premise or
for all or substantially all of the assets of Tenant or of any guarantor of its
obligations under this lease.

           (6)  Tenant deserts or vacates, or commences to desert or vacate, all
or a substantial portion of the Demised Premises, or removes or attempts to
remove, without Landlord's prior written consent, all or a substantial portion
of Tenant's goods, wares, equipment, fixtures, furniture, or other personal
property.

           (7)  Tenant does or permits to be done anything that creates a lien
upon the Demised Premises.

     18.1(a) Tenant has the right to cure any defect within 10 days or to start
a cure from notice.

If any Event of Default occurs, Landlord may pursue either of the following
alternative remedies:

           A. With [can't read word] notice or demand, Landlord may take any
action or actions permissible At law to insure performance by Tenant of its
covenants and obligations under this lease. If Tenant deserts or vacates the
Demised Premises, Landlord may enter upon and take possession in order to
protect them from deterioration and continue to demand from Tenant the monthly
rentals and other charges provided in this lease, without any obligation to
relet. Moreover, if Landlord elects to relet the Demised Premises, that action
shall not be deemed an acceptance of Tenant's surrender of them unless Landlord
expressly notifies Tenant otherwise in writing pursuant to subsection B below.
Landlord shall otherwise be reletting as Tenant's agent. Tenant shall pay
Landlord on demand any deficiency between the monthly rentals and other charges
provided in this lease that are actually collected by Landlord. If there is

                                       14

<PAGE>

any default described in subsection (2) of this Section, Landlord may enter upon
the Demised Premises, by force if necessary, without being liable for
prosecution or any claim for damages, and do whatever Tenant is obligated to do
under this lease. Tenant shall reimburse Landlord on demand for all expenses
incurred by it in effecting compliance with Tenant's obligations hereunder,
together with interest at the rate specified in Section 7.2, and Landlord shall
not be liable for resulting damages to Tenant.

           B.  Landlord may terminate this lease by giving written notice to
Tenant. In such event, Tenant shall immediately surrender the Demised Premises
to Landlord. If Tenant fails to do so, Landlord may, without prejudice to any
other remedy it may have for possession or arrearages in rent, enter upon and
take possession of the Demised Premises and expel or remove, by force if
necessary, Tenant and any other person who is occupying all or a portion of the
Demised Premises without being liable for prosecution or any claim for damages.
Tenant hereby waives any statutory requirement of prior written notice for
filing eviction or damage suits for nonpayment of rent. In addition, Tenant
shall pay to Landlord on demand all loss and damage suffered by it by reason of
any termination effected under this subsection B. The loss or damage shall be
determined by either of the following alternative measures of damages:

               (i)  Until Landlord is able, through reasonable efforts the
                    nature of which shall be at its sole discretion, to relet
                    the Demised Premises, Tenant shall pay to it, on or before
                    the first day of each calendar month, the monthly rentals
                    and other charges provided in this lease. After Landlord
                    relets the Demised Premises, Tenant shall pay to it, on the
                    20th day of each calendar month, the difference between the
                    monthly rentals and other charges provided in this lease for
                    the preceding calendar month and the amount actually
                    collected by Landlord for that month. If landlord is
                    required to bring suit in order to collect a deficiency, it
                    may allow the deficiency to accumulate and bring an action
                    on several or all of the accrued deficiencies at one time.
                    Such suit shall not prejudice in any way Landlord's right to
                    bring a similar action for subsequent deficiencies. If the
                    amount collected by Landlord from subsequent tenants for a
                    calendar month exceeds the monthly rentals and other
                    charges, the excess shall be credited to Tenant in reduction
                    of its liability for any calendar month for which the amount
                    collected is less than the monthly rentals and other
                    charges. However, Tenant's right to the excess is limited to
                    the above described credit.

               (ii) Landlord may demand a final settlement at any time. Upon
                    such demand, Tenant shall pay the difference between the
                    monthly rentals and other charges provided in this lease for
                    the remainder of the term and the reasonable rental value of
                    the Demised Premises for that period. The difference shall
                    be discounted to present value at the rate of interest
                    agreed on by the parties, or, if there is no such agreement,
                    at the rate allowed by law in the state

                                       15

<PAGE>

                    designated by Section 25.9 (or, if there is no such law, at
                    the rate of 12 percent per annum).

Landlord's election to exercise the remedy prescribed above in subsection A
shall in no way prejudice its right at any later time to cancel the election in
favor of the remedy provided in subsection B, if at the time of cancellation
Tenant is still in default. Similarly, Landlord's election to compute damages in
the manner prescribed above by subsection B(i) shall in no way prejudice its
right at any later time to demand a final settlement in accordance with
subsection B(ii). Pursuit of any of the above remedies shall not preclude
pursuit of any other remedy provided elsewhere in this lease or by law.
Landlord's forbearance to enforce any remedy provided herein upon an event of
default shall not be deemed to constitute a waiver of the default.

     18.2. Other charges. In determining "the monthly rentals and other charges
provided in this lease," as that term is used in subsections A and B of Section
18.1, the Minimum Guaranteed Rental (as specified in Section 1.1(g)) shall
include the Common Area Maintenance Charge (as specified in Section 5.4).

     18.3. Landlord expenses. In addition to the payments required by
subsections A and B of Section 18.1, Tenant shall compensate Landlord for the
following: all expenses incurred by Landlord in repossession (including any
increase in insurance premiums caused by the vacancy of the Demised Premises),
and in reletting (including repairs, remodeling, replacements, advertisements,
and brokerage fees); all concessions granted to a new tenant upon reletting
(including renewal options); all expenses incurred by Landlord as a direct or
indirect result of tenant's default (including any adverse reaction by
Landlord's mortgagee or by other tenants or potential tenants of the Shopping
Center); and a reasonable allowance for Landlord's administrative efforts,
salaries, and overhead attributable directly or indirectly to Tenant's default
and Landlord's pursuing the rights and remedies provided under this lease and
applicable law.

     18.4. Injunction cumulative; remedies. Landlord may restrain or enjoin any
breach or threatened breach of Tenant's covenants, duties, and obligations under
this lease without having to prove the inadequacy of any legal remedy or
irreparable harm. Landlord's remedies under this lease shall be deemed
cumulative and not exclusive.

     18.5. Attorney's fees. If Landlord is required, on account of a breach or
default by Tenant in any obligation under this lease, to hire an attorney to
present, enforce, or defend Landlord's rights or remedies under the lease,
Tenant shall pay all attorney's fees incurred by Landlord in that connection.

     18.6. Security Deposit. Landlord acknowledges receipt from Tenant of the
sum stated in Section 1.1(i) (Security Deposit), to be held without interest as
security for Tenant's performance of its covenants and obligations under this
lease. The security deposit may be co-mingled with Landlord's other funds. It is
not an advance payment of rental or a measure of Landlord's damages in case of
Tenant's default. Whenever an Event of Default by Tenant occurs, Landlord may,
without prejudice to any other remedy provided in this lease or by law, use the
fund to the extent necessary to make good all arrears of rentals and other
damage, injury,

                                       16

<PAGE>

expense, or liability caused to it by the Event of Default. Tenant shall pay to
Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not then in default, Landlord shall
return to Tenant the remaining balance of the Security Deposit upon termination
of this lease.

                                   Article XIX

                    Landlord's Contractual Security Interest

     19.1. In addition to the statutory Landlord's lien, Landlord shall have at
all times a valid security interest to secure payment of all rentals and other
sums of money becoming due from Tenant under this lease, as well as all damages
or loss which Landlord may suffer by reason of Tenant's breach of any covenant,
agreement, or condition. Landlord's security interest shall be upon all of
Tenant's goods, wares, equipment, fixtures, furniture, improvements, and other
personal property presently or subsequently situated on the Demised Premises.
Tenant shall not remove the property without Landlord's consent until it pays
and discharges all arrearages in rent and other sums of money then due or to
become due to Landlord and fully complies with and performs all of its
covenants, agreements, and conditions. Whenever an event of default by Tenant
occurs, Landlord may, in addition to any other remedy provided herein, enter
upon the Demised Premises and take possession of all of Tenant's goods, wares,
equipment, fixtures, furniture, improvements, and other personal property
situated on the Demised Premises, without liability for trespass or conversion.
Landlord may sell the property at public or private sale, regardless of whether
it has the property there, after it gives Tenant reasonable notice of the time
and place of sale. Landlord or its assigns may, unless otherwise prohibited by
law, purchase any property at the sale. Unless otherwise provided by law, and
without intending to exclude any other manner of giving Tenant reasonable
notice, the requirement of reasonable notice shall be met if notice is given in
the manner prescribed in this lease at least ten (10) days before the time of
sale. The proceeds of the sale, less all expenses connected with the taking of
possession, holding, and selling of the property (including reasonable
attorney's fees and legal expenses), shall be applied as a credit against the
indebtedness secured by the security interest granted in this paragraph. Any
surplus shall be paid to Tenant or as otherwise required by law, and Tenant
shall immediately pay all deficiencies. At Landlord's request, Tenant shall
execute and deliver to it a financing statement in form sufficient to perfect
Landlord's security interest in the above property and sales proceeds under the
applicable provisions of the Uniform Commercial Code (or corresponding state
statute) in the state in which the property is located, as well as under any
other state law that Landlord considers to be applicable.

                                   Article XX

                                  Holding Over

     20.1. If Tenant remains in possession of the Demised Premises after this
lease expires and without executing a new lease, it shall be deemed to be
occupying them as a tenant from month to month at a rental equal to 150% of the
Minimum Guaranteed Rental provided herein, plus a monthly proration of the
Common Area Maintenance Charge then in effect. Tenant shall also be subject to
all the conditions, provisions, and obligations of this lease to the extent they
are applicable to a month to month tenancy.

                                       17

<PAGE>

                                   Article XXI

                                  Subordination

     21.1. Subordination. Tenant accepts this lease subject and subordinate to
any existing or subsequent mortgage, deed of trust, or other lien, or its
renewal or extension, upon the Demised Premises or the Shopping Center as a
whole. The mortgagee may at any time subordinate the mortgage, deed of trust, or
other lien to this lease. However, notwithstanding that this lease may be (or
made to be) superior to the mortgage, deed of trust, or other lien, the
provisions of that lien relative to the mortgagee's rights with respect to
proceeds arising from an eminent domain taking (including a voluntary conveyance
by Landlord) or insurance payable by reason of damage to or destruction of the
Demised Premises shall be prior and superior to contrary provisions in this
instrument regarding the payment or usage thereof. Landlord shall have full and
irrevocable power and authority to subordinate this lease to any future
mortgage, deed of trust, or other lien placed upon the Demised Premises or the
Shopping Center as a whole, and Tenant shall upon demand execute all further
instruments requested by Landlord subordinating this lease. However, Landlord
shall, upon Tenant's written request and notice to it, use good faith efforts to
obtain the mortgagee's written agreement that Tenant's rights shall remain in
full force and effect during the term of this lease so long as Tenant continues
to recognize and perform all of its covenants and conditions.

     21.2. Tenant Remedies. Whenever the holder of an indebtedness secured by an
outstanding mortgage, deed of trust, or other lien covering Landlord's interest
in the Demised Premises gives Tenant written notice of its interest in this
lease, Tenant may not exercise any remedies for Landlord's default until the
holder receives written notice of the default and a reasonable time for curing
the default has elapsed.

                                  Article XXII

                              Merchants Association

     22.1. If Landlord organizes a merchants association composed of tenants in
the Shopping Center, Tenant shall join and maintain membership in the
association, pay all dues and assessments fixed and determined by it, and comply
with all its other bylaws, rules, and regulations.

                                 Article XXIII

                                     Notices

     23.1. Any notice required or permitted under this lease shall be in
writing. The notice, or any other required or permitted document, shall be
deemed to be delivered when actually received by the designated addressee, or,
if earlier (and regardless of whether actually received), when deposited in the
United States Mail, postage prepaid, Certified Mail, Return Receipt Requested.
The notice or document shall be addressed to the parties at their respective
addresses

                                       18

<PAGE>

set forth in Section 1.1 (or, if Landlord so elects, to Tenant at the Demised
Premises), or at any other address previously specified by them by written
notice.

                                  Article XXIV

                            Governmental Regulations

     24.1. Landlord and Tenant acknowledge that there are in effect federal,
state, county, and municipal laws, orders, rules, directives, and regulations
(collectively the "Regulations") and that additional Regulations may hereafter
be enacted or go into effect, relating to or affecting the Demised Premises or
the Shopping Center and concerning the impact on the environment of
construction, land use, maintenance and operation of structures, and conduct of
business. Subject to the express rights granted to Tenant under the terms of
this lease, Tenant will not cause, or permit to be caused, any act or practice,
by negligence, omission, or otherwise, that would adversely affect the
environment, or do anything or permit anything to be done that would violate any
of the laws, regulations, or guidelines. Moreover, Tenant shall have no claim
against Landlord by reason of any changes Landlord may make in the Shopping
Center to the Demised Premises or any charges imposed upon customers or other
invitees under the Regulations.

                                  Article XXV

                                  Miscellaneous

     25.1. Relationship of parties. Nothing contained in this lease shall be
deemed or construed by the parties, or by a third party, to create the
relationship of principal and agent, of partnership, or of joint venture between
them. No provision contained herein, including the method of computation of
rent, and no acts of the parties shall be deemed to create any relationship
between them other than the relationship of landlord and tenant.

     25.2. Separate rent obligation. Tenant shall not for any reason withhold or
reduce its required payments of rentals and other charges. Landlord's
obligations under this lease are independent of Tenant's obligations, except as
expressly provided otherwise. In this regard, if Landlord commences proceedings
against Tenant for nonpayment of rentals or any other sum due and payable under
this lease, Tenant shall not interpose any counterclaim or other claim against
Landlord. If Tenant does so, Landlord may, in addition to its other lawful
remedies, move to have the counterclaim or other claim severed out of the
proceedings. The proceedings may then proceed to final judgment separately and
apart from, and without consolidation with or reference to, the status of the
counterclaim or other claim.

     25.3. No recourse. Landlord's liability to Tenant for any default under
this lease shall be limited to the sale proceeds on execution of Landlord's
interest in the Demised Premises. Landlord shall not be personally liable for
any deficiency, except that it shall, subject to the provisions of Section 18.6,
remain personally liable to account to Tenant for any security deposited
hereunder. This clause shall not be deemed to limit or deny any remedy, which
does not involve Landlord's personal liability, that Tenant may have in case of
Landlord's default.

     25.4. Consent discretionary. Except as otherwise provided in this lease,
whenever prior consent or permission of Landlord or Tenant ("first party") is
required before the other

                                       19

<PAGE>

party ("second party") is authorized to take a particular type of action, the
decision to do so shall be within the absolute discretion of the first party.

                                       20

<PAGE>

     25.5.  Non-waiver. A waiver by either party of one or more covenants,
terms, or conditions of this lease shall not be construed as a waiver of a
subsequent breach of the same covenant, term, or condition. The first party's
consent to or approval of any act by the second party shall not be deemed to
waive or render unnecessary consent to or approval of any subsequent similar
act. The subsequent acceptance of Minimum Guaranteed Rental, Common Area
Maintenance Charge or other additional rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant,
or condition of this lease, other than the failure of Tenant to pay the
particular amounts so accepted regardless of Landlord's knowledge of such
preceding breach at the time of such acceptance.

     25.6.  Delays beyond Landlord's control. Whenever a provision of this lease
prescribes a time period for Landlord to take action, it shall not be liable or
responsible for, and there shall be excluded from the computation of that
period, all delays due to strikes, riots, acts of God, shortages of labor or
materials, war, governmental laws, regulations, restrictions, or other causes
that are beyond Landlord's reasonable control.

     25.7.  Estoppel certificate. Tenant shall, at Landlord's request, execute
and deliver to it a statement in recordable form certifying that the lease is
unmodified and in full force and effect (or if there have been modifications,
that they are in full force and effect), and certifying as to such other matters
as Landlord may reasonable request.

     25.8.  Governing law; partial validity; venue. The interpretation,
validity, performance, and enforcement of this lease shall be governed by the
laws of the State of Maryland. If any provision is held to be invalid or
unenforceable, the validity and enforceability of the remaining provisions shall
not be affected thereby. Venue for any action under this lease shall be
Baltimore County, Maryland.

     25.9.  Headings. Headings in this lease are for convenience and reference
only and shall not be used to limit, amplify, or otherwise construe its
provisions.

     25.10. Number; gender. Whenever used in this lease, the singular number
shall include the plural, and words of any gender shall include each other
gender.

     25.11. Binding effect. The terms, provisions, and covenants of this lease
shall be binding upon and inure to the benefit of both parties and their
respective heirs, successors in interest, and legal representatives, except as
otherwise expressly provided herein.

     25.12. Modification; entire agreement. This lease contains the entire
agreement between the parties. No other agreement shall be effective to change,
modify, or terminate this lease, in whole or in part, unless in writing and duly
signed by both parties. Each party acknowledges that it is not relying on any
representation or promise of the other, except as expressly set forth herein.

     25.13. Counterparts. This lease may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                                       21



<PAGE>

     25.14. Waiver of jury trial. 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
and occupancy of the Demised Premises, and/or any claim of injury or damage and
any emergency statutory or any other statutory remedy.

     25.15. Modification for lender. If, in connection with obtaining
construction, interim, or permanent financing or refinancing for the Shopping
Center, the lender shall make a written request to Tenant to make reasonable
modifications in this lease as a condition to such financing or refinancing,
Tenant shall not unreasonably withhold, delay, or defer its consent thereto,
unless in the reasonable judgment of Tenant, the proposed modification would
increase the obligations of Tenant hereunder or adversely affect the leasehold
interest created hereby or Tenant's rights hereunder.

     25.16. Brokerage Commissions. The parties acknowledge and agree that there
are no brokers, agents or finders involved in this transaction, and Landlord and
Tenant agree to indemnify and hold harmless each other from and against any
brokerage or commission fees claimed for having assisted the indemnifying party
in connection with the transactions contemplated hereby.

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.

WITNESS/ATTEST:                        CDK & ASSOCIATES LIMITED PARTNERSHIP

_________________________              By:    _________________________(SEAL)
                                       Name:  _________________________
                                       Title: _________________________

                                       CHESAPEAKE BANK OF MARYLAND
/s/ William J. Bocek, Jr.
-------------------------              By:    /s/ R. Thomas Jefferson     (SEAL)
                                              -------------------------
                                       Name:  Thomas Jefferson
                                       Title: President

                                       22