LEASE
      AGREEMENT

    


    THIS
      LEASE AGREEMENT (“Lease”) is made this 8th day of January, 2007, by and between
      Canton Crossing Tower, LLC, a limited liability company (hereinafter referred
      to
      as “Landlord”) and First Mariner Bank, a Maryland corporation (hereinafter
      referred to as “Tenant”).

    


    WITNESSETH:

    


    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
      1,400 rentable square feet of space on the 1st
      floor,
      and known as Suite 120 (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 eighth day of January, 2007, prorated to February 1, 2007
      (hereinafter referred to as the “Lease Commencement Date”) and ending on the
      31st day of January, 2017 (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 4 additional term(s) of 5 years each (each 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, except
      (a) Tenant shall have no right to extend the Term beyond the 4th
      Extension Period referred to above, and (b) the Minimum Rent for each year
      of
      the Extension Period shall be the ongoing rates adjusted in paragraph
      5.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


    “Term”
      shall include each Extension Period for which the foregoing extension option
      shall be effective and has been duly exercised hereunder.

    


    (b) 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. 

    


    (c) 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.

    


    (d) 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 $35,000.00 per annum, payable in equal
      monthly installments of $2,916.67. Additionally, tenant shall pay the monthly
      common area maintenance charge of $6.50 per rental square foot or $9,100.00
      per
      annum, payable in monthly installments of $758.34. The first installment of
      which shall be payable upon the execution of this Lease, for the period of
      January 8, 2007 thru January 31, 2007 of $2,845.17, 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 $3,675.01,
      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.
      


    
      
         

      

      
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    (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).

    


    (b) For
      purpose of this Lease:

    


    (i) “Tenant’s
      Pro Rata Share” shall mean 0.30% representing the ratio that the rentable area
      of the Demised Premises (i.e., 1,400 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.


    
      
         

      

      
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    (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 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.


    
      
         

      

      
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    (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 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.


    
      
         

      

      
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    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 a revocable 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 6 spaces in 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, a copy, which is attached hereto as Exhibit E. 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.


    
      
         

      

      
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    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 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.


    
      
         

      

      
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    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 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.

     


    
      
         

      

      
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    (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 Exhibit
      B
      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 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 by which the total costs to Landlord of designing and
      constructing the Space Improvements exceeds the Allowance 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, Landlord shall disburse
      the Allowance in portions (but not more frequently than once per month) to
      pay
      for completed work, and directly to the professionals, contractors and other
      parties performing the work upon presentation for each disbursement of (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.


    
      
         

      

      
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    (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 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.


    
      
         

      

      
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    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. 

    


    (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.


    
      
         

      

      
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    (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
      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. 


    
      
         

      

      
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    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.

    


    (vii) Bicycles,
      motor scooters or any other types of vehicle shall not be brought into the
      lobby
      or elevators or into the Demised Premises.


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    


    (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 presence of any Hazardous Substance
      affecting the Demised Premises or surrounding areas. 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. 


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


    


    (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.


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    


    (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
      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.


    
      
         

      

      
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    (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 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 insurance policies the limits
      of which are not less than the then customary limits.


    
      
         

      

      
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      (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.


    
      
         

      

      
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    (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 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.


    
      
         

      

      
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    24.
      Condemnation.
      

    


    (a)
       If
      the
      whole, or substantially the whole, of the Property or the Demised Premises
      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.


    
      
         

      

      
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    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.

    


    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.


    
      
         

      

      
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    (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:

    


    (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.
      


    
      
         

      

      
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    (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 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.


    
      
         

      

      
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    (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.

    


    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. 


    
      
         

      

      
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    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 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
      mortgagee or 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.


    
      
         

      

      
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    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.

    


    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.


    
      
         

      

      
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    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:

    


    Hale
      Properties, LLC

    1501
      South Clinton Street, 16th
      Floor

    Baltimore,
      Maryland 21224

    Attention:
      David H. Berman

    


    and
      (ii)
      if to Tenant at:

    First
      Mariner Bank

    3301
      Boston Street

    Baltimore,
      MD 21224

    Attention:
      Joseph Cicero

    


    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.


    
      
         

      

      
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    (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.

    


    (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.


    
      
         

      

      
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    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. 

    


    


    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

            
	 	 	 	 
	 	 	 	 
	
               

            	 	
              By:
                

            	
               /s/
                Edwin F. Hale, Sr.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	
              TENANT:

            
	 	 	 	 
	
               

            	 	
              First
                Mariner Bank

            
	 	 	 	 
	 	 	 	 
	
               

            	 	
              By:
                

            	
              /s/
                Joseph A. Cicero

            


    

    


    


    



    
      
         

      

      
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