Exhibit
10.31  LEASE AGREEMENT  THIS
LEASE AGREEMENT (Lease) is made this 17th day of January, 2008, by and
between Canton Crossing Tower, LLC, a limited liability company (hereinafter
referred to as Landlord) and Next Generation Financial Services, a division
of First Mariner Mortgage, a division of First Mariner Bank,a Maryland Financial Institution (hereinafter referred to as Tenant).  W I T N E S S E T H:  In
consideration of the premises hereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby mutually agree as follows:  1.Premises. Landlord does hereby lease to Tenant, and Tenant does hereby lease
from Landlord, for the term and on the conditions hereinafter provided, approximately
8,500 rentable square feet of space on the 2nd floor, and known as
Suite 210 (hereinafter referred to as the Demised Premises), of the
building known as Canton Crossing Tower (Building), together with the right
to the non-exclusive use, in common with others, of such footways, hallways,
parking areas and other facilities designed for common use in the Building or
on the land on which the Building is located (hereinafter collectively referred
to as the Property). The Demised Premises are marked on the plan attached
hereto as Exhibit A and incorporated herein by reference.  2.Term.  (a)The Demised Premises are leased for a term
(hereinafter called the Initial Term) commencing on the first day of
February, 2008, (or within ninety (90) days after receipt of written notice of
Demised Premises being available for the Tenants use and occupancy)
(hereinafter referred to as the Lease Commencement Date) and ending on the
last day of January 2013 (hereinafter referred to as the Expiration Date),
unless the Term shall sooner cease or expire as hereinafter provided.  Under the following terms and conditions, Tenant shall have the option
to extend the Initial Term of this Lease for 1 additional term of 5 years (such
additional term being hereinafter referred to as the Extension Period). Such
option shall be null and void unless (a) Tenant notifies Landlord in
writing, of Tenants election to exercise that option not more than twelve (12)
months, nor less than six (6) months prior to the date this Lease would
otherwise expire; and (b) at the time of such exercise and at all times
thereafter prior to the commencement of any Extension Period, this Lease is in
full force and effect, Tenant is in actual occupancy of the Premises, and
Tenant is not


then
in default of any of its obligations under this lease. Such Extension Period
shall be upon the same terms and conditions as apply with respect to the
Initial Term.  Term
shall include each Extension Period for which the foregoing extension option shall
be effective and has been duly exercised hereunder.  (b)Landlord shall give Tenant sixty (60) days
prior written notice of the anticipated date of substantial completion of the
work to be performed in the Demised Premises pursuant to the provisions of Exhibit B which is attached hereto and
incorporated herein by reference, and Tenant agrees to accept the Demised
Premises which shall be deemed available for Tenants use and occupancy after
Tenants or Tenants designated representative on-site examination of the
Demised Premises, when Landlord has (i) substantially completed the work
required to be performed by Landlord, as described in the Exhibit B, and
(ii) procured a certificate of occupancy for the Demised Premises for the
purposes herein provided. The work to be done by Landlord shall be deemed
substantially completed even though minor details or adjustments which shall
not materially interfere with Tenants use other than ingress and egress of the
Demised Premises to conduct its business in the ordinary course may not then
have been completed, but which work Landlord shall complete within thirty (30)
days thereafter.  (c)By taking of possession of the Demised
Premises, Tenant shall be deemed to have accepted the same and to have
acknowledged that Landlords work has been substantially completed subject to
the Landlords completion of the items referenced in section 2 (b) above.  (d)After the Lease Commencement Date, upon
request of either party, Landlord and Tenant shall promptly execute, acknowledge
and deliver to one another a written instrument, in the form of Exhibit C
which is attached hereto, certifying the Lease Commencement Date and Expiration
Date.  (e)Tenant covenants and agrees to endeavor in
good faith to comply with the time path to be established by Landlord in
connection with the completion of the work to be performed by Landlord, as
described in Exhibit B. If Tenant causes a delay in the delivery of
possession of the Demised Premises by virtue of having failed to provide or
approve plans and specifications, samples or other items which Tenant is
required to provide or approve, within the deadlines required therefor, or by
virtue of having requested changes in the work, or for any other material
reason, then in such event, the Lease Commencement Date shall be on the date on
which the Demised Premises would have been available for Tenants use and
occupancy but for such Tenant delay, and Tenants obligations hereunder shall
commence as of such date.  3.Rent.  (a)Tenant shall pay as Minimum Rent (hereinafter
referred to as Minimum Rent) the amount of $25.00 per rental square foot or
$212,500.00 per annum, payable in equal monthly installments of $17,708.34.
Additionally, tenant shall pay the monthly common area maintenance charge of $6.50
per rental square foot or $55,250.00 per annum, payable in monthly installments
of $4,604.17; provided, however, the monthly common area maintenance charge
shall be deferred and forgiven for so long as Tenant remains a division of
First Mariner Bank. If  2


there
occurs a change in ownership or control of Tenant, First Mariner Bank or First
Mariner Bancorp, then, at the time of such change in control, the monthly
common area maintenance charge described above shall be due and payable
thereafter by Tenant,underthe new ownership or control. The payments
set forth in the preceding two (2) sentences shall commence on the earlier
to occur of either (i) August 1, 2008, or (ii) the date of
substantial completion of the Premises Work for the Demised Premises, in
accordance with Section 12(d) and Exhibit B, at such time as
Tenant takes possession of the Demised Premises, as set forth in Sections
2(b) and (c) above (the Rent Commencement Date). The first installment
shall be payable upon the execution of this Lease, to be credited for the first
(lst) month following the Rent Commencement
Date, and the remaining installments of which shall be payable in advance on
the first (1st) day of each month thereafter at the office of Landlord herein
designated (or at such other place as Landlord may designate in a notice to
Tenant), without prior demand therefor and without any setoff, deduction or
counterclaim whatsoever.  (b)Upon signing this Lease, Tenant shall deposit
with the Landlord the sum of $17,708.34, which shall be retained by the
Landlord as security for the Tenants payment of Rent and performance of all of
its obligations under the provisions of this lease. On the occurrence of an
Event of Default (as defined herein), the Landlord shall be entitled, at its
sole discretion, to (i) apply any or all of such sum in payment of any
Rent then due and unpaid, any expense incurred by the Landlord in curing any
such default, and/or any damages incurred by the Landlord by reason of such
default (including but not limited to reasonable attorneys fees), in which
event Tenant shall immediately restore the amount so applied, and/or
(ii) to retain any or all of such sum in liquidation of any or all damages
suffered by the Landlord by reason of such default. However, the foregoing
shall not serve in any event to limit the rights, remedies and damages accruing
to the Landlord in any provision of this Lease on account of default by Tenant.
The security deposit shall not be applied to the last months installment of
Rent; rather, upon the termination of this Lease, any of such security deposit
then remaining shall be returned to the Tenant. Such security deposit shall not
bear interest while being held by the Landlord hereunder.  (c)Tenant shall pay as additional rent
(Additional Rent) all such other amounts as shall become due and payable by
Tenant to Landlord under this Lease. Except as specified elsewhere in this
Lease, Additional Rent shall be paid by Tenant with the next monthly
installment of Minimum Rent falling due upon receipt of an itemized statement.
Landlord shall have the same remedies for default in the payment of Additional
Rent as are available to Landlord in the case of default in the payment of
Minimum Rent. (Hereinafter, the term Rent shall collectively refer to Minimum
Rent and Additional Rent.)  (d)If the Term of this Lease begins on a date
other than the first day of a month, Rent from such other date to the first day
of the following month shall be prorated at the rate of one-thirtieth (1/30th)
of the fixed monthly rental for each day, payable in advance.  4.Landlords Costs.  (a)With the commencement of the Lease, and
continuing for each subsequent calendar year or portion thereof during the
Term, Tenant agrees to pay Landlord as Additional Rent, Tenants Pro Rata Share
(as hereinafter defined) of the Landlords Costs (as hereinafter defined).  3


(b)For purpose of this Lease:  (i)Tenants Pro Rata Share shall mean 1.78%
representing the ratio that the rentable area of the Demised Premises (i.e.,
8,500 rentable square feet) bears to the total rentable area in the Building
(i.e., 476,915 rentable square feet).  (ii)Landlords Costs shall mean the sum of
Taxes and Assessments and Operating Expenses.  (iii)Taxes and Assessments shall mean all taxes,
assessments and governmental charges (including personal property and real
estate taxes), whether federal, state, county or municipal, and whether they be
by taxing districts or authorities presently taxing the Property or by others
subsequently created, and any other taxes and assessments (including franchise
taxes) attributable to the Property or its operation, whether or not directly
paid by Landlord, excluding, however, federal and state taxes on income (unless
such income taxes replace, in whole or in part, real estate taxes). Taxes and
Assessments shall be the amount due in cash for any year and shall not be
determined on an accrual or fiscal year basis. It is agreed that Tenant shall
be responsible for ad valorem taxes on its
personal property.  (iv)Commencing after the calendar year in which
the Commencement Date falls, Tenant shall pay to Landlord in each year of the
Term a Pro Rata Share of the amount by which the Operating Expenses other than
those charges covered in paragraph 3A and denominated as common area
maintenance charge(defined below) for each such year exceed the Base Operating
Expenses (defined below). Operating Expenses shall mean all expenses, costs
and disbursements of every kind and nature incurred in conjunction with the
ownership, management, maintenance, repair and operation of the Building and
Property, including but not limited to the following: (1) cost of wages
and salaries of all employees engaged in the operation and maintenance of the
Building and surrounding grounds and common areas, including but not limited to
payroll taxes, insurance and benefits; (2) cost of all supplies and
materials used in the operation, maintenance and repair of the Building and all
other portions of the Property; (3) cost of all utilities (including
surcharges) including but not limited to water, sewer, HVAC Facilities Charges
electricity and gas for both the rentable space and common areas of the
Building; (4) costs incurred under all maintenance and service agreements
for the Building, including but not limited to access control, energy
management services, window cleaning, elevator maintenance, janitorial service
and landscaping; (5) cost of insurance relating to all of such property,
including but not limited to the cost of casualty and liability insurance;
(7) property management fees and expenses; (8) cost of audit and
accounting services solely for the Property; (9) the costs of any repairs,
replacements or capital improvements required or made necessary by law or
changes in law; (10) cost of any capital improvements made to the Building
that, in the Landlords reasonable judgment, will reduce other operating
expenses or increase energy efficiency; (11) cost of any licenses or permits
required by any public authority; (12) all real property taxes, assessments,
sewer rates, ad valorem charges, rents and charges, front foot benefit charges,
all other governmental impositions in the nature of any of the foregoing, and
all costs and expenses (including attorneys fees and court costs or other
proceedings) incurred in contesting property tax assessments or any other such
governmental impositions. For the purposes of this provision, operating Expenses
shall not include (a) the cost of capital improvements (except as
expressly  4


provided
above), (b) the cost of tenant improvements within tenant spaces,
(c) ground rent or debt service, or (d) depreciation. The Base
Operating Expenses shall be defined in the form of an Expense Stop equal to
$6.50 per rentable square foot (the Expense Stop). Operating Expenses
applicable during any calendar year during the Term of this lease that exceed
the Expense Stop will be billed to the Tenant as Additional Rent. Tenant shall
not be entitled to any credit or rebate in the event Operating Expenses in any
one-year during the term are lower than the Expense Stop, unless Landlord has
offered another Office Space tenant a lesser amount.  (c)Landlord shall endeavor to give to Tenant, on
or before the first day of April of each year, a written statement
prepared by Landlord setting forth the increase, if any, in the Additional Rent
payable by Tenant hereunder; provided, however that Landlords failure to give
such statement by said date shall not constitute a waiver by Landlord of its
right to require an increase in Additional Rent. An amount equal to 110% of any
such increase shall be used as an estimate of the increase in Additional Rent
for the then current year. The amount of the estimate shall be divided into
twelve (12) equal monthly installments, and Tenant shall pay to Landlord
concurrently with the regular Minimum Rent payment next due following the
receipt of such statement, an amount equal to one (1) monthly installment
multiplied by the number of months from January in the calendar year in
which said statement is submitted to the month of such payment, both months
inclusive. Subsequent installments shall be payable concurrently with the
regular Minimum Rent payments for the balance of that calendar year, and shall
continue until the next years statement is rendered. If during the next or any
succeeding year the actual increase exceeds the estimated increase in Additional
Rent, then upon receipt of a statement thereof from Landlord, Tenant shall pay
a lump sum equal to the difference between the actual increase and the total of
the monthly installments of estimated increases paid in the previous calendar
year for which comparison is then being made. If in any year the estimated
increase shall exceed the actual increase, then Landlord shall provide Tenant
with a credit toward the next installment of Minimum Rent in an amount equal to
the difference between the estimated increase and the actual increase. Upon
termination of this Lease, any money owed by one party to the other shall be
promptly paid. The foregoing obligation shall survive the termination or
expiration of this Lease. Failure of Landlord to provide the timely written
statements, on three separate occasions, setting forth the increase shall
constitute waiver. Upon each failure of Landlord to provide said statement,
Tenant must provide written notification of such failure, and provide Landlord
30 days to cure default.  (d)Each statement provided by Landlord pursuant
to this Section shall be conclusive and binding upon Tenant unless, within
thirty (30) days after receipt of the statement, Tenant shall notify Landlord
that it disputes the correctness of the statement, specifying the respects in
which Tenant considers the statement to be incorrect. If Landlord and Tenant
are unable to resolve the dispute, Tenant shall then have the right to inspect
Landlords books and records relating to the statement. Landlord agrees to
cooperate and make the books and records available for Tenant inspection, upon
prior written notification from Tenant giving Landlord 30 days to comply.
Pending determination of the dispute, Tenant shall pay, within ten
(10) days after notice thereof, any amounts due from Tenant in accordance
with the statement, but such payment shall be without prejudice to Tenants
position.  5.Annual Adjustment to Rent. Commencing on the first (1st) anniversary
of the Lease Commencement Date, and on each such anniversary thereafter during
the Term (each of such  5


dates
being hereinafter referred to as Adjustment Date), the Minimum Rent shall be
increased by an amount equal to the product of (i) the Minimum Rent in
effect immediately preceding the Adjustment Date then at hand (disregarding any
rental concessions or abatements then in effect), and (ii) CPI not to
exceed three percent (3%). The Minimum Rent, as adjusted, shall be due and
payable as of such Adjustment Date and on the first (1st) day of each month
thereafter until the next Adjustment Date or the end of the Term, as
applicable.  6.Past Due Rent and Late Charges. Each payment of Rent shall be made promptly
when due, without any demand, deduction or setoff whatsoever, at the place
directed by the Landlord. Any payment of Rent not made when due shall, at
Landlords sole option, bear interest at the rate of 18% per annum from the due
date until paid. Additionally, any payment of Rent not paid within 10 days of
when due shall be considered delinquent and subject to a late payment charge,
for each occurrence of delinquency, of 5% of the amount overdue and payable.
This late payment shall be in addition to the interest provided for above and
shall be due and payable with the next succeeding Rent payment. The obligation
to pay Rent shall survive the termination of the Lease.  7.Use of Demised Premises. Tenant shall continuously use and occupy
the Demised Premises solely for providing financial services and products
subject to, and in accordance with, all applicable zoning and other
governmental regulations. Tenant shall not abandon or substantially abandon the
Demised Premises. Tenant shall not obstruct, interfere or conflict with the
rights of other tenants, nor perform or fail to perform any action which would
conflict with the fire laws or regulations, or with any insurance policy for
the Property, or with any local, state or federal statutes, rules or
regulations now existing or subsequently enacted, nor shall Tenant use or
permit the Demised Premises (or any part thereof) to be used for any
disorderly, unlawful or hazardous purposes, or for any purpose other than that
specified herein. Tenant shall not generate trash or other refuse in form
different, or quantity greater, than customarily generated by a normal office
use for an area the size of the Demised Premises.  8.Common Area. All common areas and facilities not within the Demised Premises which
Tenant is hereby permitted to use are to be used and occupied under arevocable license, on a non-exclusive basis in common with other
tenants and their respective employees, agents and invitees; and if the amount
of such areas shall be diminished, Landlord shall not be subject to any
liability nor shall Tenant be entitled to any compensation or diminution or
abatement of Rent, nor shall such diminution of such areas be deemed
constructive or actual eviction; provided however, that such diminution shall
not impair ingress or egress nor impair Tenants ability to conduct business in
the ordinary manner.  9.Parking. Parking for
the Property includes the non-exclusive right to use the surface parking areas,
as directed by Landlord. The parking areas and surface lot are referred to as
the Parking Facilities. The use of the Parking Facilities by Tenant, and
Tenants employees, visitors, invitees and licensees, shall be at their sole
risk and expense, and in no event shall Landlord have any liability for damage, to or theft or loss of, property of Tenant or of Tenants
employees, visitors, invitees or licensees sustained in or about the Parking
Facilities. The Parking Facilities shall be subject to reasonable
rules and regulations governing the use thereof and from time to time be
relocated with reasonable notice to Tenant. Tenant agrees to keep, observe and
comply with all such rules and regulations, and will direct and require
its  6


employees,
visitors, invitees and licensees to comply therewith. No one is authorized to
accept possession of any vehicle from Tenant or from Tenants employees,
visitors, invitees or licensees, or to accept custody of any articles from
Tenant. Tenant agrees to keep, observe and comply with all such rules and
regulations, and will direct and require its employees, visitors, invitees and
licensees to comply therewith. No one is authorized to accept possession of any
vehicle from Tenant or from Tenants employees, visitors, invitees or
licensees, or to accept custody of any articles from Tenant.  10.Subletting and Assignment. Other than to its wholly owned
subsidiaries and affiliates, Tenant shall not sublet the Demised Premises or
any part thereof, nor transfer possession or occupancy thereof to any person,
firm or corporation, nor transfer or assign this Lease, without the prior
written consent of Landlord, which consent shall not be unreasonably withheld
or delayed, nor shall any subletting or assignment hereof be effected by
operation of law or otherwise without the prior written consent of Landlord,
which consent shall not be unreasonably withheld or delayed. If Tenant is a
non-public corporation, any transfer of a majority of Tenants issued and
outstanding capital stock shall be deemed an assignment under this Section. If
Tenant is a partnership, any transfer of any interest in the partnership or
other change in the composition of the partnership which results in a change in
the management of Tenant from the person(s) managing the partnership on
the date hereof shall be deemed an assignment under this Section. In the event
Tenant desires to assign this Lease or sublet all or any portion of the Demised
Premises, Tenant shall give to Landlord thirty (30) days prior written notice
of Tenants intention to do so. Within thirty (30) days after receipt of said
notice, Landlord shall have the right to sublet the Demised Premises from
Tenant at the same Minimum Rent and Additional Rent stipulated herein. In the
event Landlord has not exercised its right to sublet the Demised Premises as
provided above in this paragraph, Tenant may assign this Lease or sublet all or
a portion of the Demised Premises as set forth in the notice after first
obtaining the written consent of Landlord, as aforesaid, which consent shall
not be unreasonably withheld or delayed. If Tenant does not so assign or sublet
within sixty (60) days of the original notice to Landlord pursuant to this
paragraph, then Tenant shall again be required to comply with the notice
provision hereof, and Landlord shall again have the right to sublet. The
consent by Landlord to any assignment or subletting by Tenant to another party
shall not be construed as a waiver or release of Tenant from the terms of any
covenant or obligation under this Lease, nor shall the collection or acceptance
of rent from any such assignee or subtenant constitute a waiver or release of
Tenant from any covenant or obligation contained in this Lease, nor shall any
such assignment or subletting relieve Tenant from the requirement to give
Landlord thirty (30) days prior written notice or from obtaining Landlords
prior written consent to any future assignment or subletting. Tenant shall pay
as Additional Rent all costs including reasonable attorneys fees, incurred by
Landlord, in connection with the approving and documenting any subletting/or
assignment. In the event of a default of Tenant under Section 26, Tenant
hereby assigns to Landlord the rent due from any subtenant of Tenant, and
hereby authorizes each such subtenant to pay said rent directly to Landlord.
Such assignment shall cease upon the curing of the default.  11.Upkeep of Demised Premises and Surrender.  (a)Tenant shall keep the Demised Premises and
the fixtures and equipment therein in a clean, safe and sanitary condition,
shall take good care thereof and shall permit no waste or injury thereto.
Tenant shall make all repairs to the Demised Premises necessitated by the acts
or  7


omissions
of Tenant, or its agents, employees, contractors, licensees or invitees.  (b)Tenant shall, at the expiration or
termination of the Term of this Lease, surrender and deliver the Demised
Premises to Landlord broom clean, and in the same order and condition as the
same now is or shall be in at the commencement of the Term together with all
equipment and built-ins such as refrigerator,
microwave oven, and cabinets, ordinary wear and tear and casualties for which
Tenant is not responsible hereunder excepted. Upon the expiration or
termination of this Lease, Landlord shall have the right to re-enter and resume
possession of the Demised Premises.  12.Alterations.  (a)The Landlord shall have the right to perform
all Premises Work (as hereinafter defined) reasonably requested by Tenant, at
Tenants expense under the conditions as defined in Section 12d below,
during the Term of the Lease. Tenant understands and agrees that any work
requiring a building permit will necessitate preparation of drawings and Tenant
agrees to pay for same, including the cost of the building permit. The Landlord
shall charge Tenant a fee equal to ten percent (10%) of the total cost of
alterations in the event it elects to perform said work. In the event that
Landlord does not elect to perform said Premises Work, then Tenant shall obtain
Landlords prior written consent, which consent shall not be unreasonably
withheld or delayed, prior to performing any Premises Work and shall use
contractors that are reasonably acceptable to Landlord. Tenant shall provide such drawings, plans and specifications
as are requested by Landlord in reviewing any such proposed improvements. If
Landlord consents to such Premises Work, it shall be made at Tenants sole cost
and expense and at such time and in such manner so as to not unreasonably
interfere with the use and enjoyment of the Building by any other tenant.
Tenant shall not make any alteration,. addition or improvement to the Premises,
whether structural or nonstructural, without Landlords prior written consent,
which shall not be unreasonably withheld or delayed. Tenant shall provide such
drawings, plans and specifications as are requested by Landlord in reviewing
any such proposed improvements. If Landlord consents to any such proposed
alteration, addition or improvement, it shall be made at Tenants sole cost and
expense and at such time and in such manner as to not unreasonably interfere
with the use and enjoyment of the remainder of the Premises by any other tenant
or other person. Landlord may, as a condition of granting its consent or approval hereunder, require Tenant to post
such payment and performance bonds as Landlord deems reasonable to protect
Landlord, any Mortgagee, and the Premises. In making any alteration, addition
or improvement to the Premises, Tenant shall use materials equal or exceeding
in quality and kind the original construction, as certified by the architect
who designed the Premises or by such other architect as is designated by
Landlord. All such alterations, additions and improvements shall be performed
(a) in a good and workmanlike manner; (b) in accordance with all applicable laws and
regulations, including but not limited to the ADA (Americans with Disabilities
Act); (c) in accordance with all applicable insurance requirements and
requirements of any Mortgagee; and (d) in accordance with the drawings, plans
and specifications approved by Landlord. All work performed by Tenant shall be
subject to Landlords inspection and approval to determine whether it complies
with the requirements of this Lease. Prior to the commencement of any such work
by Tenant, Tenant shall obtain all necessary endorsements to the insurance
required by Section 22 hereof to be sure the same covers the performance
of such work. Furthermore, Tenant shall defend, indemnify and hold harmless
Landlord from and against any and all damages, losses or liability arising from
such alterations or improvements or the construction thereof by  8


Tenant,
its agents, servants, invitees and employees other than Landlord. For purposes
hereof, the term Premises Work shall mean the following: any construction,
repair, refurbishment or restoration, including without limitation, tenant
improvements, build-out, alterations, additions, improvements, renovations,
repairs, remodeling, painting and installations of fixtures, mechanical,
electrical, plumbing, data, security, telecommunications, low voltage or
elevator equipment or systems or other equipment, or with respect to any other
construction work in or to the Demised Premises.  (b)All alterations, installations, fixtures,
changes, replacements, additions or improvements, including wall-to-wall
carpet, within the Demised Premises shall, at the election of Landlord, remain
upon the Demised Premises and be surrendered with the Demised Premises at the
expiration or termination of the Lease without disturbance, molestation or
injury. Should Landlord elect that alterations, installations, changes,
replacements, additions to or improvements made by Landlord at Tenants request
after the commencement of the Term be removed upon the expiration or
termination of this Lease, then Landlord shall so notify Tenant at the time
Tenant requests such alterations and Landlord, at Tenants expense, shall
remove the same and shall restore the Demised Premises to their original
condition. The cost of such removal and restoration shall be deemed to be
Additional Rent.  (c)If during the Term of this Lease, Tenant,
with or without the consent of Landlord, shall make any improvements or
alterations to the Demised Premises, any mechanics lien is filed against the
Demised Premises or the Property for work or material claimed to have been done
for or furnished to Tenant, such mechanics lien shall be discharged by Tenant
within ten (10) days thereafter or action seeking its dismissal, at
Tenants sole cost and expense, by payment thereof or by posting such bond or
paying such amount as will effect a release of such lien. If Tenant shall fail
to discharge or obtain the release of any such mechanics lien, Landlord may,
at its option, discharge or release the same and treat the cost thereof
(including reasonable attorneys fees incurred by Landlord) as Additional Rent
payable with the monthly installment of Minimum Rent next becoming due; and
such discharge or release by Landlord shall not be deemed to waive the default
of Tenant in not discharging or releasing the same. Tenant shall indemnify and
hold Landlord and the holders of any mortgages or deeds of trust on the
Property harmless from and against any and all expenses, liens, claims or
damages to person or property, which may arise by reason of Tenant having made
any alterations.  (d.)All costs and expenses of designing and
constructing improvements and alterations to the Demised Premises as outlined
in Exhibit B and described in this section shall be paid as
follows:  (i)Regardless of whether the Space Improvements
(i.e., Premises Work) are being constructed by Landlord or by Tenant, Landlord
shall provide and pay an allowance (the Allowance) of $25 per rentable square
foot of the Premises towards (1.)
the costs of designing the space
plan in ExhibitB
and all of the plans and specifications for the Space Improvements, including
mechanical and electrical drawings and (2.) the costs of constructing the Space
Improvements, including but not limited to all fees, costs and expenses paid
under construction contracts and subcontracts, construction managers fees,
costs and expenses, the cost of materials, supplies, permits and other items
and any other out-of-pocket expenditures incurred in any connection with such
construction. Such Allowance shall not be paid for any other costs or  9


purposes.
Tenant shall pay any and all costs of designing and constructing the Space
Improvements, which are in excess of the Allowance.  (ii)If the Space Improvements are to be
constructed by Landlord, Tenant shall pay to Landlord the amount of designing
and constructing the Space Improvements within 15 days after receiving
Landlords written statement of such costs. Tenant shall, prior to Landlords
beginning construction of the improvements, provide a bond, letter of credit or
other security satisfactory to Landlord or Tenants performance of the
foregoing obligation in the event the costs of the Space Improvements
(including any modifications requested by Tenant) are significant in the
estimation of Landlord. Tenant shall provide this required security within 15
days after request by Landlord.  (iii)If the Space Improvements are to be
constructed by Tenant, Tenant shall then provide the following to Landlord (1.)
a requisition substantially in the form of AIA Requisition Forms G702 and G703,
including a description of all completed work for which payment is requested,
the amount requested with a breakdown by each trade comprising the work, and
the percentage of the entire project completed after taking into account all
such work, (2.) approval by Landlords construction manager or other designated
person of the requisition, (3.) conditional lien waivers from all parties for
whom such payment is requested releasing all liens which may arise on account
of the work performed by such parties to the date of the request for payment,
and (4.) unconditional lien waivers covering all work up to and including the
immediate preceding payment. Withheld from each disbursement shall be the
applicable retainage, not to be less than 10% as provided, which retainage
shall be paid and disbursed upon (1.) completion of the Space Improvements as
required by the applicable contract(s), (2.) delivery of unconditional lien
waivers as described above for all work comprising the improvements, and (3.)
issuance of a certificate of occupancy or other applicable approval by the
local authorities permitting occupancy of the Demised Premises by Tenant for
business.  (iv)If the Space Improvements are to be
constructed by Landlord, Landlord shall use commercially reasonable efforts to
complete such improvements on or before the Target Date (i.e., date of
completion as agreed to be Tenant and Landlord), but Landlord shall have no
liability to the Tenant hereunder if prevented from doing so due to strike or
other labor troubles, governmental restrictions, failure or shortage of utility
service, national or local emergency, accident, flood, fire or other casualty,
adverse weather condition, other act of God, inability to obtain a building
permit or a certificate of occupancy, or any other cause beyond Landlords
reasonable control. In such event, the Commencement Date and Expiration Date
shall be postponed for a period equaling the length of such delay, but in no
event beyond. However, if any delay in completion of the Space Improvements or
in delivering possession of the Premises to Tenant are caused by Tenant, all
terms herein shall be effective and binding, on that date reasonably calculated
by Landlord or its contractor as the date on which Landlord would have
substantially completed the Space Improvements if not for such delay.  13.Floor
Loading. Landlord shall have the
right to prescribe the weight, method of installation and position of safes or
other heavy fixtures or equipment. Tenant shall not install in the Demised
Premises any fixtures, equipment or machinery that shall place a load upon any
floor exceeding the floor load per square foot of area which the floor was
designed to carry. Tenant  10


agrees
that all damage done to the Property by taking in or removing a safe or any
other article of Tenants equipment, or due to its being in the Demised
Premises, shall be repaired at the expense of Tenant. No freight furniture or
other bulky matter of any kind shall be received on the Property or carried in
the elevators, except as approved by Landlord, which approval will not be
unreasonably withheld or delayed (who shall in no event be responsible for any
damage to or charges for moving the same). Tenant agrees promptly to remove
from the public area any of Tenants property there delivered or deposited. The
floor load per square foot area is 100 pounds.  14.Tenants Equipment.  (a)Tenant shall not install or operate in the Demised Premises
(i) any electrically operated equipment or other machinery, other than,
typewriters, personal computers with low electrical consumption, adding
machines, copying machines and such other electrically operated office
machinery and equipment normally used in general office space; or (ii) any
electrically operated equipment or other machinery using more than 120 volts,
without first obtaining the prior written consent of Landlord. Such consent by
Landlord may be conditioned upon the payment by Tenant of Additional Rent in
compensation for such excess consumption of electricity and for the cost of
installation and maintenance of additional wiring and/or submeters as may be
necessitated by said equipment or machinery. Landlord hereby consents to the
installation of a computer room in the Demised Premises provided that the
Tenant pays the costs set forth in the preceding sentences and complies with
the requirements of the remainder of this Section 14. Tenant shall not
install any other equipment of any kind or nature which may necessitate any
changes, replacements, additions to, or use of, the water, heating, air
conditioning, plumbing or electrical systems of the Property, without first
obtaining the prior written consent of Landlord, which may be given or withheld
in Landlords sole and absolute discretion. Permitted machinery and equipment
belonging to Tenant which cause noise or vibrations that may be transmitted to
any part of the Property to such a degree as to be objectionable to Landlord or
to any tenant of the Property shall be installed and maintained by Tenant, at
Tenants expense, on vibration eliminators or other devices sufficient to
eliminate such noise and vibrations.  (b)Maintenance and repair of equipment such as kitchen fixtures, separate
air conditioning equipment, or any other type of special equipment or lighting,
whether installed by Tenant or by Landlord on behalf of Tenant, shall be the
sole responsibility of Tenant, and Landlord shall have no obligation in
connection therewith.  15.Notice of Defects. Tenant shall give Landlord prompt notice of
any defects or breakage in the structure, equipment or fixtures of the Demised
Premises or Property.  16.Liability.  (a)Landlord assumes no liability or responsibility whatsoever with respect
to the conduct and operation of the business to be conducted in the Demised
Premises. Landlord shall not be liable for any accident or injury to any
person(s) or property in or about the Demised Premises or the Property
which are caused by the conduct and operation of Tenants business or by virtue
of equipment or property of Tenant in the Demised Premises.  11


(b)Landlord
shall not be liable for any accident or damage caused by electric light or
wires, or any accident or damage which may occur through the operation of
elevators, heating, air conditioning, lighting or plumbing apparatus, or any
accident or injury occurring in connection with the Property and its services
unless caused by Landlords negligence. All personal property of Tenant in the
Demised Premises or on the Property shall be at the sole risk of Tenant.
Landlord shall not be liable for loss or damage to property of Tenant caused by
rain, snow, water or steam that may leak into or flow from any part of the
Property through any defects in the
roof or plumbing or from any other source, including but not limited to acts or
omissions of other tenants or occupants of the Building or persons using the
Property. It is understood and agreed that Tenant covenants to save Landlord
and the holders of any mortgages or deeds of trust on the Property harmless and
indemnified from all loss, damage, liability or expense (including, without
limitation, court costs and reasonable attorneys fees) incurred by reason of
Tenants neglect in its use of the Demised Premises or the Property or any part
thereof including the use of the water, steam, electric or other systems, and
from all injury, loss or damage to any person or party upon the Demised
Premises.  (c)All
injury to the Demised Premises or the Property caused by moving the property of
Tenant into or out of the Property, and all breakage done by Tenant, or the
agents, servants, employees or visitors of Tenant, shall be promptly repaired
by Landlord, at Tenants expense. Landlord shall have the right to make such
necessary repairs, alterations and replacements (structural, non-structural or
otherwise) and any charge or cost so incurred by Landlord shall be paid by
Tenant and shall be considered Additional Rent payable with the installment of
Minimum Rent next becoming due under
this Lease. This provision shall be construed as an additional remedy granted
to Landlord and not in limitation of any other rights and remedies which
Landlord may have in said circumstances.  (d)Tenant
shall indemnify Landlord and its agents and employees, and the holders of any
mortgages or deeds of trust on the Property, and save them harmless from and
against any and all claims, actions, damages, liabilities and expense
(including, without limitation, court costs and reasonable attorneys fees) in
connection with loss of life, personal injury or damage to property arising
from or out of any occurrence in, upon or at the Demised Premises, or the
occupancy or use by Tenant of the Demised Premises, or any part thereof, or
occasioned wholly or in part by any act or omission of Tenant, its agents,
contractors, employees, servants, permitted subtenants, licensees or invitees,
or resulting from any default, breach, violation or non-performance of this
Lease by Tenant. In the event that Landlord or its agents and employees shall,
without fault on their part, be made
a party to any litigation
commenced by or against Tenant, then Tenant shall defend and hold Landlord and
the holders of any mortgages or deeds of trust on the Property harmless and
shall pay all costs, expenses and reasonable attorneys fees incurred or paid
in connection with such litigation. Tenant shall pay, satisfy and discharge any
and all judgments, orders and decrees which may be recovered against Landlord
in connection with the foregoing.  17.Signs. Other than the agreed upon signage on the
top of the building, Tenant agrees that no sign, advertisement or notice shall
be inscribed, painted or affixed on any part of the outside or inside of the
Demised Premises or the Property, except on the directories and adjacent to the
doors of the offices, and then only in such size, color and style as Landlord
in its discretion shall approve. Landlord shall have the right to prohibit any
sign, advertisement or notice on the  12


Property
of Tenant which in the Landlords opinion tends to impair the reputation of the
Property or its desirability as a building for general offices, or for use by
financial, insurance or other institutions and businesses of like nature, and,
upon written notice from Landlord, Tenant shall refrain from and discontinue
such advertisement and Landlord, in addition to its other remedies for default
hereunder, shall have the right to remove the same, and Tenant shall be liable
for any and all costs and expenses incurred by Landlord to effect said removal.  18.Ordinances, Regulations, and Rules.  (a)Tenant shall, at Tenants cost, promptly
comply with and carry out all orders, requirements or conditions now or
hereafter imposed upon Tenant by the ordinances, laws, or regulations of local,
state or federal governments, or by any of their various departments or
agencies, whether required of Landlord or otherwise to be done or performed during
the Term of this Lease, insofar as they are occasioned by or required for the
conduct of business by Tenant or Tenants occupancy of the Demised Premises.
Tenant shall indemnify, defend and save Landlord and the holders of any
mortgages or deeds of trust on the Property harmless from all penalties,
claims, demands and judgments resulting from failure or negligence in this
respect.  (b)Tenant, its agents, employees, contractors,
licensees or invitees, shall abide by and observe the rules and
regulations set forth below and such other reasonable rules and
regulations as may be promulgated from time to time for the operation and
maintenance of the Property and the Parking Facilities, provided a copy thereof
is sent to Tenant 30 days prior to its effective date. Nothing contained in
this Lease shall be construed to impose upon Landlord any duty or obligation to
enforce such rules and regulations, or the terms, conditions or covenants
contained in any other lease, and Landlord shall not be liable to Tenant for
violation of the same by any other tenant, its employees, agents or invitees.  (i)The sidewalks, entries, passages, elevators,
public corridors, staircases and other parts of the Property which are not
occupied by Tenant shall not be obstructed or used for any purpose other than
ingress and egress.  (ii)Tenant shall not install or permit the
installation of any awnings, shades or the like other than those approved by
Landlord in writing.  (iii)     Other than that required
by any regulatory agency, no additional locks shall be placed upon any doors of
the Demised Premises; and the doors leading to the corridors or main halls
shall be kept closed during business hours except for ingress and egress.  (iv)     Tenant shall keep all
areas visible through glass entry doors neat, clean, attractive and
aesthetically in keeping with professional office suites.  (v)      Tenant shall not
construct, maintain, use or operate within the Demised Premises or elsewhere on
the Property any equipment or machinery which produces music, sound or noise
which is audible beyond the Demised Premises.  (vi)     Electric and telephone
distribution boxes and air conditioning equipment must remain accessible at all
times.  13


(vii)    Bicycles, motor scooters
or any other types of vehicle shall not be brought into the lobby or elevators
or into the Demised Premises.  (viii)   Tenant shall not install
or authorize the installation of any coin-operated vending machines except
within the Demised Premises.  (ix)     No animals of any kind
shall be brought into or kept about the Building by any tenant.  19.Environmental.  (a)Tenants use and occupancy of the Demised
Premises shall at all times be in strict compliance with any and all federal,
state and local statutes, laws, rules, regulations, orders, ordinances and
standards, as they may now or hereafter exist, relating in any way to the
protection of the environment, such as, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
Sections 9601, et seq. (CERCLA), the Resource Conservation
and Recovery Act, as amended, 42 U.S.C. Sections 6901, et seq.
(RCRA), the Toxic Substances Control Act, as amended, 15 U.S.C. Sections
2601, et seq., the Clean Water Act, as amended, 33 U.S.C.
Sections 1251, et seq., the Clean Air Act, as amended, 42
U.S.C. Sections 7401, et seq., and analogous state statutes,
and regulations promulgated thereunder (collectively, Environmental Laws).  (b)In the event of any Release (as hereinafter
defined) or threat of a Release or the presence of any Hazardous Substance (as
hereinafter defined) affecting the Demised Premises or surrounding areas,
Tenant shall immediately notify Landlord in writing thereof, and, to the extent
that such Release or presence of any Hazardous Substance shall have been caused
by Tenant, or its agents, employees, contractors, licensees or invitees, then
Tenant shall immediately take all measures necessary to contain, remove and
dispose off the Demised Premises, or surrounding areas, all such materials
present or released or contaminated by the Release, and shall remedy and
mitigate, at Tenants sole cost and expense, all threats to public health or
the environment relating to such presence or Release or threat of Release. If
Tenant shall fail to take the measures described above or fail to comply with
any of the requirements of any Environmental Laws, Landlord may, at its
election, but without the obligation to do so, give such notice and/or cause
such work to be performed at the Demised Premises or surrounding areas, as
applicable, and/or take any and all other actions as Landlord shall deem
necessary to restore the Demised Premises or surrounding areas, as applicable,
to the original condition existing as of the date of this Lease. Such actions
by Landlord do not affect, nor cause to be waived, any of Tenants obligations
under the Lease, nor cure any default by Tenant.  (c)Tenant shall indemnify, defend and hold
harmless Landlord from and against any and all claims, liens, suits, actions,
debts, damages, costs, losses (including, without limitation, any loss of value
of, loss of use of, or loss of income from, the Demised Premises or the
Property), liabilities, obligations, judgments and expenses (including, without
limitation, court costs and attorneys fees), arising from or relating to any
of the following occurrences caused by the acts or omissions of Tenant, its
agents, employees, contractors, licensees or invitees: (i) a failure to
comply with any Environmental Laws, or (ii) a Release, threat of a Release
or the  14


presence
of any Hazardous Substance affecting the Demised Premises or surroundingareas.Tenants obligations under this Lease shall
arise whether or not any governmental authority or individual has taken or
threatened to take any action in connection with the presence of any Hazardous
Substance.  (d)As used herein, the term Hazardous
Substance shall mean any material that is or contains hazardous substances
as defined pursuant to CERCLA or petroleum as defined pursuant to RCRA, or
other material or substance that requires special handling by Federal, state or
local law, or industry practice, without regard to the quantity or location of such
material. The term Hazardous Substances shall include building materials and
building components including, without limitation, asbestos contained in or
comprising building materials or building components. The term Release shall
have the same meaning as set forth in Section 101(22) of CERCLA.  (e)Tenant will not engage in operations during
the Term or any extension or renewal thereof which involve the generation,
manufacturing, refining, transportation, treatment, storage, disposal or
handling of any Hazardous Substance, except that office equipment and cleaning
solutions that are customarily found in first-class office buildings and which
are or contain a Hazardous Substance may be used, generated, handled or stored
on the Demised Premises, provided such is incident to and reasonably necessary
for the operation and maintenance of the Demised Premises as permitted pursuant
to the terms of this Lease and is in compliance with applicable laws. Tenant
shall not cause or allow a Release of a Hazardous Substance or solid waste in,
on or under the Property.  (f)Tenant agrees to permit Landlord and its
authorized representatives to enter, inspect and assess the Demised Premises at
reasonable times for the purpose of determining Tenants compliance with the provisions
of this Section of the Lease. Such inspections and assessments may include
obtaining samples and performing tests of building materials, soil, surface
water, groundwater or other media.  (g)Tenant shall not install, apply, or otherwise
use or introduce asbestos or any substance containing asbestos in or about the
Demised Premises. In the event that asbestos is located in the Building, Tenant
shall comply with any Operations and Maintenance Program adopted by Landlord in
connection therewith.  (h)This entire Section 19 shall survive
expiration or termination of the Lease.  20.Entry for Repairs and Inspections.  (a)Tenant shall permit Landlord, or its
representatives, to enter the Demised Premises at all reasonable times, without
diminution of the Minimum Rent payable by Tenant, to examine, inspect and
protect the same, and to make such alterations and/or repairs as Landlord may
deem necessary or desirable, or to exhibit the same to prospective tenants,
mortgagees or purchasers.  (b)If Tenant refuses or neglects, after a
request by Landlord, to repair the Demised Premises as required hereunder to
the reasonable satisfaction of Landlord as soon as is  15


reasonably
possible, Landlord may, after written notice to Tenant (except in an
emergency), make such repairs without liability to Tenant for any loss or
damage that may occur to Tenants merchandise, fixtures or other property, or
to Tenants business as a result thereof, and upon completion thereof, Tenant
shall pay, as Additional Rent, the cost incurred by Landlord to make such
repairs, plus twenty percent (20%) for overhead, upon presentation of a bill
therefore.  (c)Landlord shall at all times have an easement
and the right to enter in and through the Demised Premises for installation and
maintenance of utility connections and facilities reasonably necessary to
provide services to other portions of the Property and the common areas;
provided, however, that Landlord shall endeavor to exercise such rights in a
manner which will not unreasonably interfere with the operation of the Tenants
business.  (d)Landlords entrance upon the Demised Premises
pursuant to this paragraph shall not constitute an eviction of Tenant in whole
or in part, and the Minimum Rent and Additional Rent due hereunder shall in no
way abate while said repairs, alterations, improvements or additions are being
made, unless such entrance prevents Tenant from conducting its business in the
Demised Premises.  21.Services and Utilities.  (a)As long as Tenant is not in default under any
of the provisions in Section 26 of this Lease, Landlord shall provide the
following utilities and services to Tenant:  (i)Central heating and cooling, at such
temperatures and in such amounts as set forth on Exhibit B. Monday through
Friday, from 8:00 a.m. to 6:00 p.m. and on Saturday from
9:00 a.m. to noon, except on the following holidays: New Years Day,
Memorial Day, Martin Luther King Day, Presidents Day, July 4, Labor Day,
Thanksgiving and Christmas, during such seasons of the year when such services
are normally and usually furnished in comparable office buildings in the
jurisdiction where the Property is located.  (ii)Automatically operated elevator service from 6:00 a.m. to
8:00 p.m., and at least one (1) elevator on call at all other times.  (iii)Reasonably adequate electricity, supplied by a supplier selected solely
by Landlord, seven days a week for normal office purposes to furnish sufficient
electrical power to machines of low electrical consumption; provided, however,
that Tenant shall bear the costs occasioned by high electrical consumption
machines such as special copiers and electronic data processing machines
(including the air conditioning costs thereof) and multiple shifts of employees
working hours other than those specified in 22 (a)(i) above. Landlords
obligation to furnish electrical and other utility services, shall
be subject to the rules and regulations of the supplier of such
electricity or other utility services and the rules and regulations of any
municipal or other governmental authority regulating the business of providing
electricity and other utility services.  (iv)Restroom facilities and lavatory supplies, including hot and cold
running water, provided for the general use of tenants of the Property; and
routine maintenance, painting, and electric lighting service for all public
areas and special service areas of the Property in the  16


manner
and to the extent deemed by Landlord to be standard for comparable office
buildings in the jurisdiction where the Property is located.  (b)Any failure by Landlord to furnish the foregoing services shall not
render Landlord liable in any respect for damages to either person or property,
nor be construed as an eviction of Tenant, nor work an abatement of Rent, nor
relieve Tenant from Tenants obligations hereunder. If the equipment or
machinery should cease to function properly, Landlord shall use reasonable
diligence to repair the same.  (c)If Tenant requires air-conditioning, heating or other services
routinely supplied by Landlord for hours or days in addition to the hours and
days specified in Section 21(a)(i) hereof, Landlord shall make
reasonable efforts to provide such additional service after reasonable prior
written request therefor from Tenant, and Tenant shall reimburse Landlord for
such additional service at such rates therefor as may be established by
Landlord, and the amount thereof shall be considered Additional Rent.  (d)Landlord agrees to grant Tenant permission to install security devices
in the demised premises to limit ingress and egress as required by any
regulatory agency.  22.Insurance.  (a)Landlord agrees to obtain and maintain in effect at all times during the
Term of this Lease fire and extended coverage insurance insuring the Property.
Such insurance shall be issued by an insurance company licensed to do business
in the State of Maryland.  (b)Tenant, at Tenants sole cost and expense, shall obtain and maintain in
effect at all times during the Term of this Lease, policies providing for the
following coverage:  (i)Tenant shall obtain a policy of insurance
covering Tenants fixtures and equipment installed and located in the Demised
Premises, and in addition thereto, covering all of the furnishings, merchandise
and other contents in the Demised Premises, for the full replacement value of
said items. Coverage should at least insure against any and all perils included
within the classification Fire and Extended Coverage under insurance industry
practice in the State of Maryland, together with insurance against theft,
vandalism, malicious mischief and sprinkler leakage or other sprinkler damage.
Any and all proceeds of such insurance, so long as the Lease shall remain in
effect, shall be used only to repair, replace or pay for the items so insured.  (ii)Tenant shall obtain a comprehensive policy of general liability
insurance, naming Landlord and any mortgagee of the Property as additional
insureds, protecting against any liability occasioned by any occurrence on or
about any part of the Property, including theft, the Demised Premises or
appurtenances thereto, and containing contractual liability coverage, with such
policies to be in the minimum amount of Five Million and 00/100 Dollars
($5,000,000.00), combined single limit, written on an occurrence basis. In the
event that it becomes customary for a significant number of tenants of
commercial office buildings in the area to be required to provide liability insurance
policies to their landlords with coverage limits higher than the foregoing
limits, then Tenant shall be required on demand of Landlord to obtain  17


insurance
policies the limits of which are not less than the then customary limits.  (iii)Tenant shall obtain workers compensation or similar insurance
affording statutory coverage and containing statutory limits as required under
the local workers compensation or similar statutes.  (c)All insurance policies herein to be procured by Tenant shall
(i) be issued by good and solvent insurance companies licensed to do
business in the State of Maryland and having a rating by the Best Company of
A:XII or better; (ii) be written as primary policy coverage and not
contributing with or in excess of any coverage which Landlord may carry;
(iii) insure and name Landlord and any mortgagee of the property as
additional insureds as their respective interests may appear; and
(iv) shall contain an express waiver of any right of subrogation by the
insurance company against Landlord or Landlords agents and employees. Neither
the issuance of any insurance policy required hereunder, nor the minimum limits
specified herein with respect to Tenants insurance coverage, shall be deemed
to limit or restrict in any way Tenants liability arising under or out of this
Lease. At the request of Landlord, with respect to each and every one of the
insurance policies herein required to be procured by Tenant, on or before the
Commencement Date and before any such insurance policy shall expire, Tenant
shall deliver to Landlord a certificate of insurance for each such policy or
renewal thereof, as the case may be, together with evidence of payment of all
applicable premiums. Any insurance required to be carried hereunder may be
carried under a blanket policy covering the Demised Premises and other
locations of Tenant, and if Tenant includes the Demised Premises in such
blanket coverage, Tenant shall deliver to Landlord, as aforesaid a certificate
evidencing such insurance coverage on the Demised Premises. Each insurance
policy required to be carried hereunder by or on behalf of Tenant shall provide
(and any certificate evidencing the existence of each such insurance policy
shall certify) that, unless Landlord shall first have been given thirty (30)
days prior written notice thereof: (i) such insurance policy shall not be
canceled and shall continue in full force and effect, (ii) the insurance
carrier shall not, for any reason whatsoever, fail to renew such insurance
policy, and (iii) no material changes may be made in such insurance
policy. The term insurance policy as used herein shall be deemed to include
any extensions or renewals of such insurance policy. In the event that Tenant
shall fail promptly to furnish any insurance coverage hereunder required to be
procured by Tenant, Landlord, at its sole option, shall have the right to
obtain the same and pay the premium therefor for a period not exceeding one
(1) year in each instance, and the premium so paid by Landlord together
with an administrative fee of fifteen percent (15%) of such premium shall be
immediately payable by Tenant to Landlord as Additional Rent.  (d)Tenant shall not do or permit to be done any act or thing upon the
Demised Premises that will invalidate or be in conflict with fire insurance
policies covering the Property or any part thereof, or fixtures and property
therein, or any other insurance policies or coverage referred to above in this
Section; and Tenant shall promptly comply with all rules, orders, regulations
or requirements of the Insurance Underwriters Code, as amended from time to
time, having jurisdiction, or any similar body, in the case of such fire
insurance policies, and shall not do, or permit anything to be done, in or upon
the Demised Premises, or bring or keep anything therein, which shall increase
the rate of fire insurance on the Property or on any property located therein,
or increase the rate or rates of any other insurance referred to hereinabove
applicable to the Property or any portion thereof. If by reason of failure of
Tenant to comply with the provisions of this Section, the fire insurance rate,
or the rate(s) of any other insurance coverage  18


referred
to above, shall at any time be higher than it otherwise would be, and if
Landlord, at such time is obligated to, or has elected to, obtain and maintain
in effect any such insurance coverage, then Tenant shall reimburse Landlord on
demand as Additional Rent for that part of the premiums for any insurance
coverage that shall have been charged because of such violation by Tenant and
which Landlord shall have paid on account of an increase in the rate(s) in
its own policies of insurance. In any action or proceeding wherein Landlord and
Tenant are parties, a schedule or make-up of rate(s) for the Demised
Premises issued by the Insurance Underwriters Code, as amended from time to
time, having jurisdiction, or similar body establishing fire insurance rates
for the Demised Premises or Property, in the case of the aforesaid fire
insurance policies, and the respective body or bureau establishing rates in the
case of all of the other aforesaid insurance policies, shall be conclusive
evidence of the facts therein stated.  23.Damage
by Fire or Other Casualty.
Tenant shall give prompt notice to Landlord of any fire or other damage to the
Demised Premises or the Building of which Tenant becomes aware. If
(i) twenty percent (20%) or more of the Demised Premises or the Building
shall be damaged by fire or other casualty, or (ii) any damage to the
Demised Premises or Building cannot reasonably be repaired within ninety (90)
days after the damage occurred, or (iii) any mortgagee of the Demised
Premises shall require that the insurance proceeds under the policies referred
to in Section 22 hereof be used to pay down the mortgage, or (iv) the
Demised Premises or Building shall be damaged as a result of a risk which is
not covered by Landlords insurance, or (v) less than one (1) year
remains before the expiration of the Term, then Landlord or Tenant may
terminate this Lease by notice given within thirty (30) days after the date of
such damage. In addition, Landlord shall notify Tenant, in writing, within
thirty (30) days after the date the damage occurred, if Landlord has reasonably
determined that it will take more than ninety (90) days from the date the
damage occurred to rebuild the Demised Premises, Tenant shall have the right to
terminate this Lease upon written notice to Landlord delivered not more than
thirty (30) days after Landlord delivers said notice to Tenant. If the Demised
Premises are damaged by fire or other casualty and this Lease is not terminated
pursuant to this Section 23, then all insurance proceeds under the
policies referred to in Section 22 hereof that are recovered on account of
any such damage shall be made available to pay for the cost of repairing such
damage, and, as soon as practicable after such damage occurs, Landlord shall
repair or rebuild the Demised Premises to a condition substantially similar to
their condition immediately prior to such occurrence . However, in no event
shall Landlord be obligated to repair or replace Tenants trade fixtures,
equipment or personalty. In the event of any repair or rebuilding pursuant to
this Section 23, then an equitable portion of the Rent shall be abated
during the existence of such damage, based upon the portion of the Demised
Premises which is rendered untenantable and the duration thereof. Except as expressly
set forth in this Section 23, Landlord shall not be liable or obligated to
Tenant if the Demised Premises are damaged by fire or other casualty. Tenant
hereby waives any and all rights, other than those expressly set forth herein,
that Tenant may have pursuant to any presently existing or hereafter enacted
law, to terminate this Lease by reason of damage to the Demised Premises by
fire or other casualty; provided, however, Tenant can terminate this Lease
Agreement as the result of the damage substantially impairing the ingress and
egress to the Demised Premises.  24.Condemnation.  (a)If the whole, or substantially the whole, of the Property or the
Demised Premises  19


is
taken or condemned by eminent domain or by any conveyance in lieu thereof
(condemnation), then the obligations of the Landlord and Tenant hereunder
shall terminate on the earlier to occur of: (i) the date the condemning
authority takes possession, or (ii) the date title vests in the condemning
authority, or (iii) the date the condemning authority obtains an order of
Court of Condemnation.  (b)If any portion of the Property shall be taken by condemnation (whether
or not such condemnation includes any portion of the Demised Premises), and as
a result thereof, Landlord in its discretion, determines that the Property
cannot be restored in an economically feasible manner for a use substantially
similar to its use immediately prior to such condemnation, than Landlord shall
have the right, without liability to Tenant, upon written notice to Tenant, to
terminate this Lease, with such notice to be given promptly after the Landlord
has so determined.  (c)If a portion, but less than substantially the whole, of the Demised
Premises shall be taken by condemnation, then the obligation of Landlord and
Tenant hereunder shall terminate as of the date of such condemnation as to the
portion of the Demised Premises so taken, and unless (i) Landlord elects
to terminate this Lease pursuant to Section 24(b) hereof, or
(ii) the Demised Premises shall no longer be reasonably suitable for the
operation of Tenants business therein in which case this Lease shall terminate
with respect to the entirety of
the Demised Premises), whereupon this Lease shall remain in full force and
effect with respect to the remainder of the Demised Premises.  (d)If the obligations of Landlord and Tenant are terminated as provided
above, the Rent payable hereunder shall be adjusted as of the date of such
termination. Any such termination, however, shall not serve to release Landlord
or Tenant from any obligations contained herein, which expressly, or by their
nature are deemed to, survive such termination of this Lease.  (e)All compensation awarded or paid upon condemnation of any portion of
the Property, including the Demised Premises, shall belong to Landlord without
participation by Tenant. Nothing contained herein shall be construed, however,
to prevent Tenant from prosecuting any claim directly against the condemning
authority for loss of business, loss of good will, moving expenses, damage to,
and cost of removal of, any trade fixtures, furniture and personal property, to
the extent such items belong to Tenant; provided, however, that Tenant shall
make no claim which shall diminish or adversely affect any award claimed or
received by Landlord.  25.Assignment Under Bankruptcy Code. Any person or entity to which this Lease is
assigned pursuant to the provisions of the Bankruptcy Code shall be deemed,
without further act or deed, to have assumed and be subject to all of the
obligations, conditions and provisions under this Lease as of the date of such
assignment. Notwithstanding the foregoing, to the extent allowed by law, this
Lease shall not be assignable by voluntary or involuntary bankruptcy,
insolvency or reorganization proceedings, nor shall this Lease, or any rights
or privileges hereunder, be an asset of Tenant under any bankruptcy, insolvency
or reorganization proceedings.  20


26.Defaults and Remedies.  (a)The following events shall be a Default of
Tenant under this Lease:  (i)Failure of Tenant to make any payment of
Minimum Rent or Additional Rent when due, where such failure shall continue for
a period of ten (10) days after receipt of written notice thereof by
Landlord to Tenant; provided, however, that Tenant shall not be entitled to
notice and an opportunity to cure upon the second (2nd) such default in any
lease year or upon the fifth (5th) such default during the Term of this Lease;  (ii)Failure of Tenant to perform or comply with
any provision of this Lease to be performed or complied with by Tenant (other
than failure to pay Minimum Rent or Additional Rent pursuant to paragraph
26(a)(i) above), where such failure shall continue for a period of fifteen
(15) days after receipt of written notice setting forth with particularity the
nature of the breach and required code thereof by Landlord to Tenant;  (iii)If any execution, levy, attachment or other
process of law shall occur upon Tenants goods, fixtures or interests in the
Demised Premises which is not cured or removed by Tenant within 15 days
thereof;  (iv)If Tenant fails to take possession of the
Demised Premises within a reasonable period after the Lease Commencement Date,
or if Tenant substantially vacates or abandons the Demised Premises prior to
the normal expiration of the Term;  (v)The involvement of Tenant, or any guarantor
of Tenants obligation hereunder, in financial difficulties as evidence by
(A) its admitting in writing its inability to pay its debts generally as
they become due, or (B) its filing a petition in bankruptcy or for
reorganization or for the adoption of an arrangement under the Bankruptcy Act
(as now or hereafter existing), or an answer or other pleading admitting the
material allegations of such a petition or seeking, consenting to or
acquiescing in the relief provided for under the Bankruptcy Act, or
(C) its making an assignment of all or a substantial part of its property
for the benefit of its creditors or (D) its seeking or consenting to or
acquiescing in the appointment of a receiver or trustee for all or a
substantial part of its property or of the Demised Premises, or (E) its
being adjudicated a bankrupt or insolvent, or (F) the filing of a
bankruptcy petition against Tenant or the entry of a court order without its
consent, which order shall not be vacated, set aside or stayed within sixty
(60) days from the date of filing or entry, or appointing a receiver or trustee
for all or a substantial part of its property, or approving a petition filed
against it for the effecting of an arrangement in bankruptcy or for a
reorganization pursuant to the Bankruptcy Act, or for any other judicial
modification or alteration of the rights of creditors.  (b)The provisions of this paragraph shall apply
notwithstanding the payment by Tenant of the security deposit and/or the
continued willingness and ability of Tenant to pay Rent or otherwise perform
hereunder. The receipt by Landlord of payments of Rent accruing subsequent to
the time of Tenants default under this paragraph, shall not be deemed a waiver
by Landlord of Landlords rights hereunder.  (c)Upon the occurrence of a Default, Landlord
shall have the right, at its election, then or at any time thereafter either:  21


(i)To give Tenant written notice of Landlords
intention to terminate this Lease as of the date specified in said notice, and
on such date Tenants right to possession of the Demised Premises shall cease
and this Lease shall be terminated; or  (ii)Without demand or notice, to re-enter and
take possession of all or any part of the Demised Premises and expel Tenant and
those claiming through Tenant, and remove the property of Tenant and any other
person, either by summary proceedings or by action at law or in equity or
otherwise, without being deemed guilty of trespass and without prejudice to any
remedies for nonpayment or late payment of Rent or breach of covenant. If
Landlord elects to re-enter under this provision, Landlord may, with or without
terminating this Lease, re-let all or any part of the Demised Premises (as
agent for Tenant if Landlord elects not to terminate this Lease) upon such
terms and conditions as Landlord may deem advisable, with the right to make
alterations and repairs to the Demised Premises. No such re-entry or taking of
possession of the Demised Premises by Landlord shall be construed as an
election on Landlords part to terminate this Lease unless a written notice of
termination is given to Tenant by Landlord or unless the termination be decreed
by a court of competent jurisdiction at the instance of Landlord.  (d)If Landlord terminates this Lease pursuant to
the preceding paragraph, Tenant shall remain liable (in addition to all accrued
liabilities) for (I) Minimum Rent and Additional Rent until the date this
Lease would have expired had such termination not occurred, and any and all
expenses (including attorneys fees, disbursements and brokerage fees) incurred
by Landlord in re-entering and repossessing the Demised Premises in making good
any Default of Tenant, in painting, altering, repairing or dividing the Demised
Premises, in protecting and preserving the Demised Premises by use of watchmen
and caretakers, and in re-letting the Demised Premises, and any and all
expenses which Landlord may incur during the occupancy of any new tenant; less
(ii) the net proceeds of any re-letting prior to the date this Lease would
have expired if it had not been terminated. Tenant agrees to pay to Landlord
the difference between items (i) and (ii) above for each month during
the Term, at the end of each such month. Any suit brought by Landlord to
enforce collection of such difference for any one month shall not prejudice Landlords
right to enforce the collection of any difference for any subsequent month. In
addition to the foregoing, and without regard to whether this Lease has been
terminated, Tenant shall pay to Landlord all costs incurred by Landlord,
including reasonable attorneys fees, with respect to any lawsuit or action
instituted or taken by Landlord to enforce the provisions of this Lease.
Tenants liability shall survive the institution of summary proceedings and the
issuance of any writ of restitution thereunder.  (e)If Landlord terminates this Lease pursuant to
this Section 27, Landlord shall have the right at any time, at Landlords
option, to require Tenant to pay to Landlord the following amount, as
liquidated and agreed final damages (which the parties hereto agree shall not
be deemed a penalty) in lieu of Tenants liability for Rent hereunder, which
amount shall be due and payable upon delivering written notice thereof to
Tenant: the sum of (i) all past-due Rent through the date on which this
Lease was terminated by Landlord, plus (ii) the amount of Leasing Costs
(hereinafter defined) incurred by Landlord, plus (iii) the lesser of
(a) the amount of Minimum Rent due for the remainder of the Term, or
(b) the amount of Minimum Rent due for the two (2) year period
immediately following the date on which this Lease was terminated by Landlord.
Landlord and Tenant acknowledge that they have agreed to the foregoing amount  22


as
liquidated damages because of the difficulty of ascertaining in advance the
amount of damages Landlord is likely to incur as a result of Tenants Default
and Landlords subsequent termination of this Lease. For purposes hereof, the
term Leasing Costs shall refer to the sum of (i) all real estate
brokerage commissions incurred by Landlord in connection with the Lease,
(ii) all costs and expenses incurred by Landlord in connection with the
construction and/or installation of any leasehold improvements, (iii) any
rental abatements, (iv) any allowances granted to Tenant, and (v) any
other costs and expenses incurred by Landlord in connection with the Lease. In
addition to any other damages for which Tenant shall be liable hereunder,
Tenant shall be liable for all attorneys fees and court costs incurred by
Landlord as a result of Tenants Default.  (f)Tenant, on its own behalf and on behalf of
all persons claiming through Tenant, including all creditors, does hereby waive
any and all rights and privileges, so far as is permitted by law, which Tenant
and all such persons might otherwise have under any present or future law
(i) to the service of any notice of intention to re-enter which may
otherwise be required to be given, (ii) to redeem the Demised Premises,
(iii) to re-enter or repossess the Demised Premises, or (iv) to
restore the operation of this Lease, with respect to any dispossession of
Tenant by judgment or warrant of any court, or otherwise, whether such
dispossession, re-entry, expiration or termination be by operation of law or pursuant
to the provisions of this Lease. In the event Landlord commences any proceeding
for non-payment of Rent, Tenant shall not interpose any counterclaim of
whatever nature or description in any such proceeding. This shall not, however,
be construed as a waiver of Tenants right to assert such claim in any separate
action(s) brought by Tenant.  (g)In the event of any breach by Tenant, or any
person or persons claiming through Tenant, of any of the provisions contained
in this Lease, Landlord shall be entitled to enjoin such breach and shall have
the right to invoke any right or remedy allowed at equity as if the remedies
under this Lease were not specified herein.  (h)Landlord shall, to the extent permitted by
law, have (in addition to all other rights) a right of distress for Rent and a
lien on all Tenants personal property as security for all Rent due under this
Lease, and Tenant agrees not to remove such property from the Demised Premises
without Landlords consent.  (i)If Tenant defaults in the making of any
payment or in the doing of any act herein required to be made or done by
Tenant, then after ten (10) days notice from Landlord, Landlord may, but
shall not be required to, make such payment or do such act, and, if made or
done by Landlord, the cost thereof (with interest thereon) shall be paid by
Tenant to Landlord and shall constitute Additional Rent due and payable with
the next monthly installment of Minimum Rent; but the making of such payment or
the doing of such act by Landlord shall not operate to cure such Default or to
stop Landlord from the pursuit of any remedy to which Landlord would otherwise
be entitled.  (j)All rights and remedies of Landlord under
this Lease shall be cumulative and shall not be exclusive of any other rights
and remedies provided to Landlord now or hereafter at law or in equity, or
under this Lease.  23


27.Waiver of Jury Trial. Landlord and Tenant hereby waive all right
to trial by jury in any claim, action, proceeding or counterclaim by either
Landlord or Tenant against each other on any matter arising out of or in any
way connected with this Lease, the relationship of Landlord and Tenant, and/or
Tenants use and occupancy of the Demised Premises.  28.Subordination.  (a)This Lease and all rights of Tenant hereunder
are subject and subordinate to all current and future underlying leases, deeds
of trust, mortgages or other security instruments covering any portion of the
Property or any interest of Landlord therein, as the same may be amended from
time to time. This provision is declared by Landlord and Tenant to be self-operative
and no further instrument shall be required to effect such subordination of
this Lease. Upon demand, however, Tenant shall execute, acknowledge, and
deliver to Landlord any further instruments evidencing such subordination as
Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and
if Tenant fails to so execute, acknowledge and deliver such instruments within
ten (10) days after the Landlords request, Landlord is hereby empowered
to do so in Tenants name and on Tenants behalf; Tenant hereby irrevocably
appoints Landlord as Tenants agent and attorney-in-fact for the purpose of
executing, acknowledging and delivering any such instruments, such appointment
being coupled with an interest and therefore irrevocable.  (b)Notwithstanding the generality of the
foregoing provisions of Section 28(a), any mortgagee or lessor of Landlord
shall have the right at any time to subordinate any such deed of trust or
mortgage or underlying lease to this Lease, or to any of the provisions hereof,
on such terms and subject to such conditions as such mortgagee or lessor of
Landlord may consider appropriate in its discretion. At any time, before or after
any transfer of Landlords interest in the Property, Tenant shall, upon request
of such transferee (Successor Landlord), automatically attorn to and become
the Tenant (or if the Demised Premises has been validly subleased, the
subtenant) of the Successor Landlord, without change in the terms or other
provisions of this Lease (or, in the case of a permitted sublease, without
change in this Lease or in the instrument setting forth the terms of such
sublease); provided, however, that the Successor Landlord shall not be bound by
any subsequent modifications to this Lease without the consent of the Successor
Landlord or by any payment made by Tenant of Rent for more than one
(1) month in advance. This agreement of Tenant to attorn to a Successor Landlord
shall survive any foreclosure sale, trustees sale, conveyance in lieu thereof
or termination of any underlying lease. Tenant shall upon demand at any time,
before or after any such foreclosure or termination, execute, acknowledge, and
deliver to the Successor Landlord any written instruments evidencing such
attornment as such Successor Landlord may reasonably require.  29.Estoppel Certificate. Tenant agrees, at any time and from time to
time, upon not less than five (5) days prior written notice by Landlord,
to execute, acknowledge and deliver to Landlord a statement in the form
attached hereto as Exhibit D, or in such other form as Landlord may
reasonably request, certifying: (i) that this Lease is unmodified (or if
modified, stating the modifications) and in full force and effect (or if not in
full force and effect, the reasons therefor), (ii) the dates to which the
Minimum Rent, Additional Rent and other charges hereunder have been paid by
Tenant, (iii) whether or not to the best knowledge of Tenant, Landlord is
in default in the performance of any covenant, agreement or condition contained
in this Lease, and if so, specifying each such default of which Tenant may have
knowledge, and (iv) the address to  24


which
notices to Tenant should be sent. Any such statement delivered pursuant hereto
may be relied upon by an owner of the Property, any prospective purchaser of
the Property,any mortgageeor
prospective mortgagee of the Property, any prospective assignee of any such
mortgagee, or any lessor or prospective lessor of the land which is a part of
the Property. Tenants failure to execute and deliver such statement within the
time specified shall be deemed the equivalent of the delivery of a statement to
the effect that Landlord is in full compliance with the terms of the Lease.  30.No Recourse to Landlord. The
obligations of Landlord under this
Lease do not constitute personal obligation of the individual partners,
directors, officers or shareholders of Landlord, and Tenant shall look solely
to the Property, and to no other assets of Landlord or the holders of any
mortgages or deeds of trust on the Property, for satisfaction of any liability
in respect of this Lease, and Tenant shall not seek recourse against the individual partners, directors, officers or
shareholders of Landlord or the holders of any mortgages or deeds of trust on
the Property or any of their personal assets for such satisfaction.  31.Holding Over. If Tenant shall, with the knowledge and consent
of Landlord, continue to remain in the Demised Premises after the expiration of
the Term of this Lease and any extensions thereof, then Tenant shall be deemed
a month-to-month tenant at a monthly rental equal to twice the monthly
installment of Rent which was due immediately prior to the expiration of the
Term, the first (1st) installment of which shall be due and payable on the
first day following the end of the Term and on the first (1st) day of each month thereafter until the termination of such month-to-month
tenancy. Tenant shall give to Landlord at least thirty (30) days prior written notice of any intention to
quit the Demised Premises, and Tenant shall be entitled to thirty (30) days
written notice to quit the Demised Premises, except in the event of non-payment
of Rent or of the breach of any other covenant by Tenant, in which event Tenant
shall not be entitled to any notice to quit, the usual thirty (30) days notice
to quit being hereby expressly waived. Notwithstanding the foregoing, in the event
that Tenant shall hold over after the expiration of the Term, and if Landlord
shall desire to regain possession of the Demised Premises promptly at the
expiration of the Term, then at any time prior to Landlords acceptance of Rent
from Tenant as a monthly tenant hereunder, Landlord, at its option, may
forthwith re-enter and take possession of the Demised Premises without process,
or by any legal process in force.  32.Submission of Lease. The submission of this Lease for
examination by Tenant does not constitute a reservation of, or option for, the
Demised Premises, and this Lease shall become effective only upon execution and
delivery thereof by Landlord and Tenant.  33.Covenant of Landlord. Landlord covenants that it has the right to
enter into this Lease, and that if Tenant shall pay the Minimum Rent and
Additional Rent and shall perform all of Tenants obligation under this Lease,
Tenant shall, during the Term hereof, have the right to peaceably and quietly
occupy and enjoy the Demised Premises without molestation or hindrance by
Landlord or any party claiming through or under Landlord,
subject, however, to the mortgages and deeds of trust described in
Section 28 and except as otherwise provided herein. The term Landlord as
used herein shall mean solely the owner of Landlords interest in the Property,
whoever that may be at the relevant time, so that in the event of any sale or
transfer of Landlords interest in the Property, any prior landlord shall be
freed and relieved of all covenants and obligations of Landlord hereunder.  25


34.Force Majeure. If Landlord fails to provide any service or
to perform any obligation on its part to be performed hereunder as the result
of any (i) strikes, lockouts, or labor disputes; (ii) inability to
obtain labor, materials, fuel, electricity, services or reasonable substitutes
therefore; (iii) acts of God, civil commotion, fire or other casualty;
(iv) governmental action of any kind; or (v) other conditions similar
to those enumerated above and beyond Landlords reasonable control, then, such
failure shall be excused and shall not be deemed a breach hereunder, provided
immediately commences its obligation upon the cessation of the conditions.  35.Delay in Possession. If Landlord shall be unable to give
possession of the Demised Premises on the date on which Landlord and Tenant
expected the Term to commence by reason of the fact that the Property or the
Demised Premises are being constructed
and have not been sufficiently
completed to make the Demised Premises ready for occupancy, or by reason of the
fact that a certificate of occupancy has not been procured, or if Landlord is
unable to give possession by reason of the holding over or retention of
possession of a previous tenant or occupant, or its repairs, improvements or
decoration of the Demised Premises, or of the Property are not completed,
Landlord shall not be subject to any liability for the failure to give
possession on said date. Under such circumstances, and except as otherwise
provided herein, the rent reserved and covenanted to be paid herein shall not
commence until the possession of Demised Premises is given or the Demised
Premises are available for occupancy by Tenant and no such failure to give
possession of the date of commencement shall in any other respect affect the
validity of this Lease or the obligations of Tenant hereunder, nor shall same
be construed in any way to extend the Term of this Lease. If permission is
given to Tenant to enter into the possession of the Demised 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 of the
terms, conditions, covenants and provisions of this Lease.  36.Financial Statements. Tenant shall, provide Landlord annually
with a current financial statement. Such statements shall be prepared in
accordance with generally accepted accounting principles consistently applied,
and, if such is the normal practice of Tenant, shall be audited by an
independent certified public accountant. If it is not the normal practice of
Tenant to prepare audited statements, then the unaudited statements shall be
certified to by the Tenants chief financial officer.  37.Attorneys Fees. If either party hereto initiates legal action to resolve a dispute under the terms of this Lease, then
the substantially prevailing party shall be entitled to reimbursement from the
other party of the prevailing partys reasonable attorneys fees and court costs.  38.Brokers. Landlord and Tenant each represent and warrant that except as
hereinafter set forth neither of them has employed any broker in carrying on
the negotiations relating to this Lease. Landlord shall indemnify and hold
Tenant harmless, and Tenant shall indemnify and hold Landlord harmless, from
and against any claim for brokerage or other commission arising from and out of
any breach of the foregoing representation and warranty.  39.Notices. All notices or other
communications hereunder shall be in writing and shall be deemed duly given if
sent via hand delivery, next-day express delivery, or certified or registered
mail (return receipt requested, first class, postpaid prepaid), (i) if to
Landlord at:  26


Canton
Crossing Tower, LLC 1501
South Clinton Street, 16th Floor Baltimore,
Maryland 21224 Attention:
David H. Berman  and
(ii) if to Tenant at: Next
Generation Financial Services 1501
South Clinton Street, 3rd Floor Baltimore,
MD 21224 Attention:  prior
to the Lease Commencement Date and at the Demised Premises after the Lease
Commencement Date, unless notice of a change of address is given pursuant to
the provisions of this Section. Notice shall be deemed given on the day the
same is dispatched for hand delivery, or one (1) day after the same is
sent via next-day express delivery, or three (3) days after the same is
sent via certified or registered mail.  40.Miscellaneous.  (a)This Lease and the exhibits attached hereto
contain and embody the entire agreement of the parties hereto, and no
representations, inducements or agreements, oral or otherwise, between Landlord
and Landlords agents and Tenant not contained in this Lease and exhibits shall
be of any force or effect. This Lease may not be modified, changed or
terminated in whole or in part in any manner other than by an agreement in
writing duly signed by both parties hereto.  (b)The terms, covenants and conditions hereof
shall be binding upon and inure to the permitted successors in interest and
assigns of the parties hereto. Landlord may freely and fully assign its
interest hereunder.  (c)If any provisions of this Lease or the
application thereof to any person or circumstances shall to any extent be held
void, unenforceable or invalid, then the remainder of this Lease or the
application of such provision to persons or circumstances other than those as
to which it is held void, unenforceable or invalid shall not be affected
thereby, and each provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.  (d)Tenant shall not record this Lease without
the written consent of Landlord, which may be given or denied in Landlords
sole discretion. If Landlord consents to such recordation, the cost thereof
shall be paid by Tenant.  (e)The captions and headings throughout this
Lease are for convenience and reference only and the words contained therein
shall in no way be held or deemed to define, limit, describe, explain, modify,
amplify or add to the interpretation, construction or meaning of any provision
of, or the scope of the intent of, this Lease, nor in any way affect this
Lease.  27


(f)Nothing contained in this Lease shall be
deemed or construed to create a partnership or joint venture of or between
Landlord and Tenant, or to create any other relationship between the parties
hereto other than that of Landlord and Tenant.  (g)Feminine or neuter pronouns shall be
substituted for those of the masculine form, the plural shall be substituted
for singular number and vice versa in any place or places herein in which the
context may require such substitute or substitutions.  (h)This Lease is to be construed under the laws
of the jurisdiction in which the property is located.  41.No Waiver. If under the provisions hereof Landlord shall institute proceedings
and a compromise or settlement thereof shall be made, the same shall not
constitute a waiver of any covenant herein contained nor of any of Landlords
rights hereunder. No waiver by Landlord of any breach of any covenant,
condition or agreement herein contained shall operate as a waiver of the same.
Any installment of Rent paid by Tenant shall be first applied against any
past-due installments of Rent, beginning with the earliest installment then
due. No endorsement or statement on any check or letter accompanying a check
for payment of Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlords right to recover
the balance of such Rent or to pursue any other remedy at law or in equity, or
as provided in this Lease. No re-entry by Landlord, and no acceptance by
Landlord of keys from Tenant, shall be considered an acceptance of a surrender
of the Demised Premises or termination of this Lease.  42.Authority of Landlord and Tenant. Each individual executing this Lease on
behalf of Landlord and Tenant represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of Landlord or Tenant in
accordance with a partnership agreement, bylaws or a duly adopted resolution of
the Board of Directors, and that this Lease is binding upon Landlord and Tenant
in accordance with its terms.  28


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal as of
the day and year first hereinabove written.  WITNESS/ATTEST:
  
  LANDLORD:Canton Crossing Tower, LLC/s/ Megan Wilson
  
  By:
  /s/ Duane R RhineMegan Wilson
  
  
  Duane R
  Rhine - V.P.WITNESS:
  
  TENANT:Next Generation Financial Services,A Division of First Mariner Mortgage,A Division of First Mariner Bank/s/ Megan Wilson
  
  By:
  /s/ Joseph A. CiceroMegan Wilson  29