EXHIBIT 10.1
                                  ------------
                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

     THIS PURCHASE AND SALE AGREEMENT  (this  "Agreement") is made this 20th day
of October,  2004, by and between FIRST MARINER BANCORP, a Maryland corporation,
hereinafter  referred to as "Purchaser,"  and CANTON  CROSSING,  LLC, a Maryland
limited liability  company,  and HALE CANTON,  LLC, a Maryland limited liability
company, hereinafter collectively referred to as "Seller."

                                    RECITALS
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     A. Seller is the owner of 100% of the membership interests (the "Membership
Interests") in CANTON  CROSSING II, LLC, a Maryland  limited  liability  company
(the "Company").

     B. The Company owns the real  property  (the "Land") and the  improvements,
structures, and fixtures now constructed and completed or under construction and
situated  thereon (the  "Building"),  located at 3301 Boston Street,  Baltimore,
Maryland, as more particularly described in Exhibit A attached hereto,  together
with all of the Company's  rights,  if any, to architectural  plans, site plans,
sewer, water and other utility approvals,  permits and licenses,  for and to the
Land and  Building,  including but not limited to, any prepaid  impact,  access,
services,  and other fees of any kind, all contract  rights and all other rights
appurtenant to the Land and the Building  (hereinafter  collectively referred to
as the "Property").

     C. The  Company  is the sole  member  and  owner of 100% of the  membership
interests in Canton Crossing Borrower, LLC, a Maryland limited liability company
("Borrower").

     D.  Borrower is the  borrower on an existing  mortgage  loan secured by the
Property,  which loan is in the original principal amount of Ten Million Dollars
($10,000,000.00)  and is evidenced by a promissory  note dated July 9, 2003 (the
"Loan").  The Company is a guarantor of the Loan and the grantor of an indemnity
deed of trust on the Property to secure the Loan.

     E. The Company is party to certain  leases,  as  landlord,  for  commercial
office space  within the Building  (the  "Leases")  with First  Mariner Bank and
other direct or indirect  subsidiaries of Purchaser,  in addition to third-party
tenants (the  "Tenants").  The Leases,  excepting the First Mariner leases,  are
attached hereto as Exhibit B.

     F.  Purchaser  desires to purchase  Seller's  Membership  Interests  in the
Company, which Membership Interests include all assets of the Company including,
but not limited to, the Property,  the Leases,  and the membership  interests in
Borrower and Seller has agreed to sell its  Membership  Interests in the Company
on the terms set forth herein.

     NOW,  THEREFORE,  WITNESSETH,  that for and in  consideration of the mutual
terms promises and agreements herein contained,  and for other good and valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto do hereby agree as follows:



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     1.  Recitals.   The  foregoing  Recitals  are  incorporated   herein  as  a
substantive part of this Agreement.

     2. Purchase and Sale of Membership Interests.  Seller agrees to sell, grant
and  convey,  and  Purchaser  agrees to  purchase  and  accept,  the  Membership
Interests,  on the terms set forth herein, free and clear of all liens, charges,
restrictions, encumbrances and security interests of any kind.

          (a) Purchase  Price.  The purchase price to be paid for the Membership
Interests  shall be  Twenty  Million  Dollars  ($20,000,000.00)  (the  "Purchase
Price").

          (b)  Purchase  Deposit.  Within  three (3) days of the  execution  and
delivery of this  Agreement by the parties  (the  "Effective  Date"),  Purchaser
shall deposit with Kenilworth Title Company, LLC ("Escrow Agent") the sum of One
Hundred Thousand Dollars ($100,000.00) ("Purchase Deposit") to be held by Escrow
Agent in an interest-bearing  federally insured account pursuant to the terms of
this  Agreement.  All  interest on the Purchase  Deposit  shall be for credit of
Purchaser.  The Purchase  Deposit shall be applied  toward the Purchase Price at
Closing (as hereinafter defined).

          (c)  Payment of  Purchase  Price.  Purchaser  agrees to pay Seller the
Purchase Price at Closing. The Purchase Price shall be paid as follows:

               (i) Purchaser will assume the  outstanding  principal  balance on
the Loan as described in Section 3(a)  hereof,  which  principal  loan amount is
approximately Ten Million Dollars ($10,000,000.00);

               (ii) Purchaser  shall pay the difference  between the outstanding
principal  balance of the Loan and the Purchase  Price via wire  transfer or via
certified funds, at the option of Seller.

          (d)  Closing/Closing  Date.  Seller and Purchaser agree to make a full
settlement in accordance  with the terms hereof within one hundred  eighty (180)
days from the Effective  Date or such earlier date as the parties may agree (the
"Closing" or "Closing Date").

               (i) Either  party may  request one (1)  extension  of the Closing
Date for a period of up to of ninety (90) days. Such request shall be in writing
and  delivered  to the other  party  not less  than ten (10)  days  prior to the
Closing Date.

          (e) Place of  Settlement.  The Closing shall take place at the offices
of Escrow Agent or such other place as the parties may agree.

          (f) Payment of Settlement  Costs.  Seller shall pay at the Closing any
amounts required to satisfy any open judgments against Seller or the Company and
any amounts  required to obtain the release of any other monetary liens upon the
Land,  other than the lien of the Loan.  Purchaser  shall pay at the Closing any
costs in connection  with the issuance of an owner's title  insurance  policy or
the assignment of the Company's owner's title insurance policy and the amendment
of the  Lender's  title  insurance  coverage.  Each  party  shall  pay  its  own
attorneys' fees incurred.


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               (i) In the event that,  either prior to Closing or after Closing,
the State of Maryland and/or Baltimore City imposes  recordation and/or transfer
taxes on this  transaction,  then Purchaser  shall be responsible for the timely
payment of fifty percent (50%) of such  recordation  and/or  transfer  taxes and
Seller shall be responsible  for the timely payment of the remaining  balance of
such recordation and/or transfer taxes.

          (g) Payment for Escrow Reserve Account Funds. Purchaser shall
pay to Seller at Closing an amount equal to the total amount of the funds then
in the following escrow reserve accounts maintained with GEMSA Loan Services,
L.P. related to the Loan: (i) tax, (ii) insurance, and (iii) other (the "other"
escrow reserve account includes funds for repairs, tenant improvements, and
capital improvements) (collectively, the "Escrow Funds"). At the time of Closing
Seller will assign to Purchaser all Seller's interest in, and rights to, the
Escrow Funds and no distributions from the escrow reserve accounts shall be made
to Seller.

     3. Contingencies. Seller agrees that Purchaser's obligation to purchase the
Membership Interests is contingent on the following conditions (any of which
may be waived in whole or in part by Purchaser at or prior to the Closing):

          (a) Lender's  Consent.  Seller shall have  seventy-five (75) days from
the Effective Date to provide  Purchaser with the written consent of the current
holder of the Loan, or its servicing  agent (the "Lender") to the acquisition of
the Membership Interests by Purchaser and Purchaser's  resulting  acquisition of
the  membership  interests  in  Borrower.  Seller and  Purchaser  shall each pay
one-half of the application fee, the transfer fee, Lender's out-of-pocket costs,
and all other costs imposed by the Lender in connection with obtaining  Lender's
consent.

          (b) Parking  Agreement.  Seller shall have seventy-five (75) days from
the Effective Date to provide  Purchaser  with an agreement,  the terms of which
shall be  satisfactory  to  Purchaser  in its sole  discretion,  to provide  the
Company  with a parking area  containing  spaces for at least  Thirty-Five  (35)
motor vehicles at a location acceptable to Purchaser.

          (c) Estoppel  Certificates.  On the Closing Date, Seller shall provide
Purchaser with tenant estoppel certificates in accordance with the provisions of
Section 6(i) below in regards to the Leases listed on Exhibit C, attached hereto
(collectively, the "Third Party Leases").

          (d) Representations and Warranties. The representations and warranties
of Seller  contained in this Agreement  shall be true and correct on, and as of,
the Closing Date, in all material  respects as though such  representations  and
warranties were made on, and as of, such date.



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          (e) Material or Adverse  Change.  Since the  Effective  Date until the
Closing Date,  there shall not have occurred any material and adverse  change in
the physical condition of the Land or the Building or any part thereof, except:

               (i) those changes caused by ordinary wear and tear; or

               (ii) as caused  directly or  indirectly by any act or omission of
Purchaser, or its agents, representatives or employees.

          (f) Company  Operations.  Since the Effective  Date, the operations of
the Company  shall have been carried out in the ordinary  course of business and
there shall not have occurred:

               (i) any material  adverse  change in the condition  (financial or
otherwise) or in the overall business of the Company,  provided,  however,  that
Seller shall have the right to withdraw any excess cash in the Company as of the
Closing Date;

               (ii) any material increase in the liabilities of the Company from
those liabilities of the Company listed or otherwise  disclosed in the Company's
most recent Financial Statements (hereinafter defined); or

               (iii) any other occurrence, event, condition or state of facts of
any kind which may materially  affect the business of the Company in any adverse
manner.

          (g) Seller's  Performance.  Seller shall have performed,  observed and
complied with all of the covenants,  agreements and conditions  outlined in this
Agreement to be  performed,  observed and complied with by Seller prior to or as
of the Closing.

          (h)  Title  to the  Property.  At or prior  to the  execution  of this
Agreement,  Seller shall provide  Purchaser with a copy of the Company's owner's
title insurance policy, and all supplements or updates thereto,  covering, inter
alia,  the Land,  accompanied  by copies of all recorded  documents  relating to
liens, encumbrances,  plats, easements, rights of way, restrictions,  covenants,
condominium  associations,  ground leases and conditions affecting the Land (the
"Permitted  Exceptions").  A list of the Permitted Exceptions is attached hereto
as Exhibit D. Within seventy-five (75) days of the Effective Date, Purchaser, at
its  expense  shall  obtain an update  of the title to the Land.  If said  title
update  reveals  exceptions  to  title  other  than  the  Permitted  Exceptions,
Purchaser shall notify Seller in writing specifying any such exceptions to which
Purchaser objects.  Upon receipt of said notice,  Seller shall,  within five (5)
days of receipt of notice from Purchaser, give Purchaser notice:

               (i) of Seller's election to cure or remove the exception,  at its
sole cost and expense; or

               (ii) of Seller's election not to cure the exception.


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               (iii) Upon notice from Seller that Seller has elected not to cure
an exception,  Purchaser may (1) terminate  this  Agreement by written notice to
Seller and the  Purchase  Deposit  and  accrued  interest  shall be  refunded to
Purchaser, or (2) accept such title as Seller can deliver.

          (i) Regulatory  Approval.  Purchaser shall have received any necessary
approvals from Purchaser's state and/or federal regulatory  supervising agencies
including, but not limited to, the Maryland Commissioner of Financial Regulation
and the Federal Reserve Board.

          (j) Subdivision Approval. Seller shall provide Purchaser with evidence
of subdivision approval from the applicable  governmental zoning or other agency
authorizing the partition of the parking parcel from the 2.147 acre parcel owned
by the Company.

     4.  Representations and Warranties of Seller.  Seller hereby represents and
warrants  to  Purchaser  that the  following  are true  and  complete  as of the
Effective Date and shall be true, accurate and complete as of the Closing Date:

          (a) The Company is a limited  liability  company  duly  organized  and
validly existing under the laws of the State of Maryland pursuant to Articles of
Organization  dated June 17, 2003, a true and complete copy of which is attached
hereto as Exhibit E (the "Articles of Organization").

          (b) The  Company  operates  pursuant  to a written  Limited  Liability
Company Agreement attached hereto as Exhibit F.

          (c) Seller has the full legal  power and  authority  to enter into and
perform this Agreement in accordance with its terms.  The execution and delivery
of this  Agreement and the  performance by Seller of its  obligations  hereunder
require no further action or approval by Seller (or either of them), the Company
or any other person or entity.

          (d)  Except  with  regard to the Loan,  the  execution,  delivery  and
performance of this Agreement and all documents in connection  therewith are not
in  contravention  of or in  conflict  with  any  deed of  trust,  agreement  or
undertaking  to which Seller (or either of them),  the Company,  or any of their
respective  property  or  assets,  including  the  Property  and the  Membership
Interests, may be bound or affected.

          (e) The  Company  has filed  any and all  federal  and  state  income,
estimated income, excise,  property,  franchise, or license tax returns that the
Company at any time  heretofore  has been required by law to file,  and has paid
any and all taxes,  interest,  penalties,  or other sums shown thereby to be due
from the Company or Seller.

          (f) As of the date of this Agreement,  Seller owns one hundred percent
(100%) of the  Membership  Interests,  which  Membership  Interests were validly
issued and are fully paid and nonassessable.


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          (g) There are  outstanding  no options,  warrants,  or other rights or
agreements to acquire any or all of the Membership Interests.

          (h) None of the  Membership  Interests  is the  subject  of any voting
trust  agreement  or other  agreement  relating to the  ownership  of any of the
Membership  Interests  or any of the  rights  held  by the  holder  thereof,  or
restricting in any way the sale or other transfer thereof.

          (i) There is no action, suit, litigation, or proceeding
pending against the Company, the Seller (or either of them), or any of the
Membership Interests, at law or in equity, or before or by any federal, state,
municipal, or other governmental department, commission, board, agency, or
instrumentality.

          (j)  Attached  hereto as  Exhibit G are true,  accurate  and  complete
financial statements of Canton Crossing, LLC for the period June 1, 2003 through
June 30, 2004 (the "Financial Statements").  Canton Crossing, LLC has maintained
its books of accounts in a regular and ordinary manner on a consistent basis and
the Financial  Statements  fairly  represent  the financial  condition of, inter
alia, the Company and the results of its operations as of the dates, and for the
periods, stated, in all material respects.

          (k)  Except as and only to the extent  reflected  or  reserved  in the
Financial  statements and except for obligations incurred in the ordinary course
of  business  since the date of the  Financial  Statements,  the  Company has no
material debts, liabilities or other obligations (including, without limitation,
obligations for federal, state or local taxes or other governmental  assessments
or penalties,  and  obligations  and advances,  directly or  indirectly,  to the
Company), absolute or contingent, due or to become due, and the Company does not
know or have reasonable  grounds for knowing the basis for any assertion against
the Company of any liability  (including  any tax liability) of any nature or in
any amount not reflected on or reserved in the Financial Statements. The Company
is current in the payment of all of its obligations and  liabilities,  including
those shown on the Financial Statements,  and there are no obligations due or to
become due, or liabilities,  fixed or contingent,  that the Company shall not be
able to satisfy in the ordinary course of business.

          (l) No  bankruptcy,  insolvency,  rearrangement  or similar  action or
proceeding,  whether  voluntary  or  involuntary,  is pending or, to the best of
Seller's knowledge, threatened against the Company.

          (m) The Company  owns good and  merchantable  fee simple  title to the
Property  free  and  clear  of  all  mortgages,  liens,  encumbrances,   leases,
tenancies,  commitments,  agreements, security interests, covenants, conditions,
restrictions,  rights of easements,  judgments and other matters affecting title
to the Property except for those Permitted  Exceptions (as hereinafter  defined)
set forth on  Exhibit  D, the lien of the Loan,  and the  rights of the  tenants
under the Leases.

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          (n) Seller is not aware of any facts or conditions which will
result in the termination of the present access from the Property to any utility
services or to existing highways and roads.

          (o) Except as set forth on  Exhibit H attached  hereto and made a part
hereof,  there are no maintenance  or other  contracts to which the Company is a
party, affecting the Land or the Building.

          (p) Seller is not aware of any zoning,  fire, building or similar law,
ordinance or regulation that is violated by the continued maintenance, operation
or use of the Building or by the continued maintenance, operations or use of the
existing  parking  areas.  No  notice  of  violation  of any  applicable  zoning
regulation or ordinance or other law, order, ordinance, permit, rule, regulation
or  requirement,  or any  covenants,  conditions  or  restrictions  affecting or
relating to the use or  occupancy  of the Building has been given to the Company
or Seller by any governmental  agency having jurisdiction or by any other person
entitled to enforce the same.

          (q)  Subsequent  to the  Effective  Date and until the  Closing  Date,
Seller will maintain the Building in its current condition. Without limiting the
generality of the foregoing,  neither the Company nor Seller has received notice
from  any  lender  or  any  insurance  company,  insurance  rating  board,  fire
underwriting  board, or governmental  agency requiring any repairs or work to be
done to the Building or any equipment installed thereon.

          (r) Except as set forth on  Exhibit I attached  hereto and made a part
hereof,  Seller has no  knowledge  of any claim,  litigation  or  proceeding  or
governmental  investigation,  pending or  threatened,  against or affecting  the
Building or any portion  thereof or with respect to the Leases or relating to or
arising  out of the  ownership  of the  Land,  in any  court or before or by any
Federal or Maryland  department,  commission,  board,  bureau or agency or other
governmental  instrumentality.  Seller shall give Purchaser  immediate notice of
any such claim,  litigation,  proceeding or investigation which becomes known to
it prior to the date of the Closing.

          (s) Each of the two (2) entities  comprising  the Seller is a Maryland
limited liability  company,  in good standing,  with full power and authority to
execute and deliver this  Agreement  and all of the closing  documents  required
hereunder  ("Seller's  Documents")  and to perform  all  obligations  under this
Agreement  and  Seller's  Documents.  This  Agreement  constitutes,  and each of
Seller's  Documents will constitute,  the legal, valid and binding obligation of
Seller,  enforceable in accordance with their  respective  terms,  covenants and
conditions.

          (t) All water, sewer, gas (if any), electric,  telephone, drainage and
other utility equipment,  facilities and services necessary for the operation of
the Building as it is now being operated are installed and connected pursuant to
valid permits.

          (u) All storm water  flowing from the Land drains either into a public
system or onto a permitted location and through easements.

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          (v) The elevators,  HVAC systems and other mechanical  systems located
in, or serving, the Building are located on the Land, are presently owned by the
Company, and shall be owned by the Company at the time of the Closing,  free and
clear of all liens, encumbrances, security interests and adverse claims.

          (w) The Leases  attached  hereto as  Exhibit B are the only  leases or
other  agreements  permitting  the use or  possession  of space on or about  the
Property  in effect  on the date  hereof.  There  are no other  rights of use or
possession,  options,  agreements of sale or any other right, title or interests
in or to any part or all of the Property except as set forth in the Leases.

          (x) No  additional  leases or rights will be executed or given for any
portion or portions of the Building,  nor will the existing  Leases be extended,
canceled,  modified,  added to or amended in any respect,  or any  assignment or
subletting  approved for the Lease,  without,  in each  instance,  obtaining the
prior written approval of Purchaser.

          (y) No controversy, complaint, proceeding, suit or litigation relating
to any Lease, tenancy or rent of the Building or any party thereof is pending in
any court, or administrative agency, or before any arbitrator.

          (z) The Property shall be conveyed free and clear of any  obligations,
other than the lien of the Loan, upon Purchaser's assumption of the Loan, to any
person,  firm,  partnership  or  corporation  in connection  with the management
thereof  or with  the  procurement  of  leases  thereon  and  there  shall be no
brokerage or leasing fees or commissions or other compensation due or payable on
an  absolute  or  contingent  basis to any person,  firm,  corporation  or other
entity,  with  respect  to or on  account  of  the  Leases  and  no  such  fees,
commissions or other  compensation  shall, by reason of any existing  agreement,
become  due during  the terms of the  Leases or with  respect to any  renewal or
extension thereof or the leasing of additional space by a tenant.

          (aa) Except as set forth on Exhibit J attached  hereto and made a part
hereof, there are no pending or proposed special assessments  affecting or which
may affect the Property or any part thereof.

          (bb) There are no commitments  made by the Company to any governmental
or quasi-governmental  authority having jurisdiction,  or to any third party, to
dedicate or grant any portion of the Property for easements,  rights-of-way,  or
other public  purposes,  or to subject the Property to any  restrictions,  or to
incur any other expense or obligation relating to the Property.

          (cc) There are no penalties due with respect to real estate taxes, and
all real estate  taxes  (excepting  those for the current tax year which are not
yet overdue,  i.e., which are still payable without  interest or penalty),  have
been paid in full.

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          (dd) Environmental Matters.

               (i)  Except  as   expressly   disclosed   in  (1)  that   certain
Environmental  Report entitled Phase I Environmental Site Assessment,  dated May
12, 2003 and  prepared by National  Assessment  Corporation,  a copy of which is
attached  hereto  as  Exhibit  K  (the  "Environmental  Report"),  (2)  Seller's
Environmental  Exhibit dated  September 10, 2004,  attached  hereto as Exhibit L
(the "Seller's  Environmental  Exhibit"),  and (3) the letter dated September 7,
2001,  issued by the Maryland  Department of the  Environment  (the "Site Status
Letter")  attached  hereto as Exhibit M: (a) to the best of Seller's  knowledge,
the Property has not at any time been in violation  of, or otherwise  exposed to
any liability  under, any state or federal law, rule or regulation or common law
duty  pertaining  to  human  health,   natural   resources  or  the  environment
(collectively,  "Environmental  Laws");  (b) the  Property is not subject to any
private or governmental lien arising under  Environmental  Laws; (c) there is no
pending,  nor,  to  Seller's  knowledge,  threatened  litigation  arising  under
Environmental  Laws affecting Seller or the Property;  and (d) there has been no
claim by any  party  that a use or  condition  of the  Property  has  caused  an
environmental hazard condition on any other property.

               (ii)  Neither  the Company  nor Seller has  utilized  the Land or
Building (1) as a land fill to receive garbage,  refuse or waste, whether or not
hazardous, or (2) for the storage, deposit, disposal,  treatment or recycling of
any toxic, dangerous or Hazardous Materials. Except as disclosed in the Seller's
Environmental  Exhibit and the Site Status Letter,  the Land and Building do not
contain any  Hazardous  Materials  nor has there been a release of any Hazardous
Materials  on or from the Land or  Building.  For  purposes  of this  Agreement,
"Hazardous   Materials"  means  and  includes  petroleum,   petroleum  products,
flammable explosives, radioactive materials, asbestos or any material containing
asbestos, polychlorinated biphenyls or urea formaldehyde.

               (iii) Except as disclosed in the Seller's  Environmental  Exhibit
and the Site Status  Letter,  neither the  Company nor Seller has  received  any
notice from any governmental  agency,  entity or person with regard to Hazardous
Materials on, from or affecting the Land or Building.

               (iv) Through and  including  the Closing  Date:  (1) the Property
shall be kept free of all Hazardous Materials; (2) Seller shall immediately give
Purchaser  oral and  written  notice in the  event  that the  Company  or Seller
receives any notice from any  governmental  agency,  entity,  or any other party
with regard to Hazardous Materials on, from or affecting the Property.

               (v) Seller hereby  agrees to indemnify,  defend and hold harmless
Purchaser  from  and  against  any  and all  liens,  demands,  defenses,  suits,
proceedings,   disbursements,   liabilities,   losses,  litigation,   judgments,
obligations,   penalties,   injuries,   costs,   expenses  (including,   without
limitation,  attorneys'  and  experts'  fees) and  claims of any and every  kind
whatsoever paid,  incurred,  suffered by, or asserted against,  Purchaser and/or
the Land or the Building including loss of value and out-of-pocket expenses for,
with  respect  to,  or as a  direct  or  indirect  result  of  any  warranty  or
representation  made by Seller in this Section being false, untrue or misleading
in any respect.

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               (vi) Purchaser  understands and agrees that, upon purchase of the
Membership Interests, the Company will continue to be responsible for compliance
with the provisions of the Site Status Letter as to all monitoring wells located
on the property.

     If any representation or warranty contained in this Agreement should become
materially  untrue or incorrect  after the Effective Date and before the Closing
Date, Seller shall immediately  notify Purchaser of such condition and Purchaser
may: (i) waive such  condition  and close;  or (ii)  terminate  this  Agreement,
whereupon the Purchase Deposit,  and all accrued interest,  shall be refunded to
Purchaser  and no  party  thereto  shall  have any  further  rights,  claims  or
liabilities  hereunder  except as  expressly  provided  for by the terms of this
Agreement.

     Seller shall certify in the Assignment of Membership Interests executed and
delivered at Closing that all of the representations and warranties contained in
this Section 4 are true and correct as of the Closing Date,  except as to facts,
if any, set forth in said Assignment.

     5.  Covenants.  During the term of this  Agreement,  Seller  covenants  and
agrees as follows:

          (a) Without prior written approval of Purchaser, Seller shall not:

               (i) make,  permit  or cause the  Company  to make,  or  otherwise
permit  to be  made,  any  changes  or  alterations  to or upon  any part of the
Property;

               (ii) enter into,  extend,  modify or terminate or permit or cause
the Company to enter into, extend, modify or terminate any of the Leases;

               (iii) assign,  transfer,  convey,  hypothecate,  pledge, create a
security  interest  in or  lien,  mortgage  deed of  trust,  easement  or  other
encumbrance  upon any part of the Membership  Interests,  or permit or cause the
Company to assign,  transfer,  convey,  hypothecate,  pledge,  create a security
interest in or lien, mortgage, deed of trust, easement or other encumbrance upon
any part of the Property or any interest therein; or

               (iv) apply for or consent  to, or cause the  Company to apply for
or  consent  to,  any  zoning,  rezoning,  special  exception,  subdivision,  or
condemnation  of the  Property,  except that the  Company  may proceed  with any
activities  relating to the foregoing commenced as of the date of this Agreement
with the written  consent of Purchaser,  which consent shall not be unreasonably
delayed or withheld.

          (b) Seller shall continue to maintain the Property,  or cause the same
to be maintained, in its present order and condition (ordinary wear and tear and
damage by casualty excepted) until the Closing Date.

                                       10
<PAGE>



          (c) Seller shall  continue to operate and manage the  Company,  and to
cause the same to be operated  and managed,  in the ordinary  course of business
and in such  manner  as to  maintain  the  Building  in its  present  order  and
condition.

          (d) Seller shall continue to maintain, or cause to be maintained,  all
of the insurance  policies relating to the Company or the Property,  or any part
thereof, in full force and effect until the Closing date.

          (e)  Seller  shall  maintain,  or cause to be  maintained,  all of the
Company's  permits and licenses  and Leases in full force and effect,  and shall
file  timely,  or cause to be filed  timely,  all reports,  statements,  renewal
applications  and  other  filings,  and shall  pay  timely,  or cause to be paid
timely,  all fees and charges in connection  therewith that are required to keep
the Company's permits and licenses and Leases in full force and effect.

          (f) Seller  shall pay,  or cause to be paid,  all taxes,  assessments,
governmental  charges or levies (including  interest and penalties) imposed upon
the Property,  the Membership  Interests or the Company as and when such are due
and  payable,  and shall pay,  or cause to be paid,  all other  liabilities  and
charges which are due and payable and which,  if unpaid,  might become a lien or
charge upon the Property,  the Membership  Interests or any of the assets of the
Company.

          (g) Seller shall not dispose of the  Property,  or permit or cause the
Company to dispose of the Property.

          (h) Seller  shall  provide  Purchaser  with true copies of all notices
concerning the Property or the Company  received by Seller or the Company within
ten (10) days after  receipt.  If Seller or the  Company  receives  any  notices
concerning  the Property or the Company  after  Closing,  Seller  shall  provide
Purchaser promptly with true copies thereof.

     6.  Deliveries at Closing.  On the Closing Date,  unless  otherwise  noted,
Seller shall deliver to Escrow Agent the following executed documents:

          (a) An assignment of Membership  Interests in the form attached hereto
as Exhibit N (the "Assignment of Membership Interests").

          (b) A  financial  statement  for the  Company  which shall be accurate
through the Closing Date.

          (c) If required as a matter of law,  an  affidavit,  signed by Seller,
stating under penalty of perjury, Seller's United States taxpayer identification
numbers and stating that neither of the two (2) entities comprising Seller is:

               (i) a foreign  person as defined by the  United  States  Internal
Revenue Code of 1986, as amended (the "Code"), Section 1445(f)(3); or

                                       11
<PAGE>


               (ii) a non-resident payee under the laws of the State of Maryland
(the "FIRPTA Affidavit");

          (d) If required as a matter of law, an  affidavit  and Form 1099S from
Seller containing all information required for compliance with Code Section 6405
in the form  required by the  Internal  Revenue  Service  for filing  thereunder
signed by Seller (the "Form 1099S");

          (e)  If  required  by  the  company  issuing  title  insurance  on the
Property,  an affidavit of Seller, for the purposes of deleting from Purchaser's
title policy, the standard exceptions of such title insurance company for claims
of  parties-in-possession,  including  but not  limited to,  claims  relating to
unrecorded  leases and  mechanic's  liens  arising  from work  performed  at the
request of a party other than  Purchaser,  all as they  pertain to the  Property
(the "Owner's Affidavit");

          (f) Such other documents as may reasonably be required by Purchaser or
Escrow  Agent  or  required  by  Maryland  law  to  consummate  the  transaction
contemplated herein;

          (g) An affidavit  reaffirming Seller's  representations and warranties
set forth herein or identifying those  representations  and warranties which are
no longer true and correct.

          (h)  Original  executed  copies  of the  Third  Party  Leases  and any
amendments  thereto (if any original is not  available,  Seller shall  provide a
clear photostatic copy of such Lease  accompanied by a representation  that said
copy is a true,  accurate and complete copy of the original Lease) together with
the complete tenant file for each tenant;

          (i) A tenant estoppel  certificate  (dated no earlier than thirty (30)
days prior to the Closing Date) from each tenant under the Third Party Leases in
the form attached hereto as Exhibit O;

          (j)  Notice to the  tenants  executed  by the  Company  informing  the
tenants  under the Third  Party  Leases of the change of address to which  rents
should be sent; and

          (k) An indemnification  agreement from Seller to Purchaser in the form
attached  hereto  as  Exhibit  P,  providing  for  indemnification  against  all
operating  expenses or other  liabilities of the Company allocable to any period
prior to the Closing Date.

     7. Closing  Adjustments.  All income and expenses  relating to the Property
including,  but not limited to, taxes,  water,  rents, and all utility and other
operating expenses of the Building,  except as otherwise provided herein, are to
be adjusted to the Closing Date.

     8. Tax Returns.  Seller shall,  at its expense and as soon as is reasonably
possible  after  the  Closing  Date  and in any  event  within  such  time as is
permitted by the  provisions of the Code, or other  applicable  law, cause to be
prepared and filed the federal and state  interim,  final or  estimated  income,
excise,  property,  franchise or license tax returns for the  Company's  taxable
year for the period ending on the Closing Date and, in such return, Seller shall
make an election  under Code  Section 754.  Seller shall  provide to Purchaser a
copy of any such return within fifteen (15) days of the filing of the return. If
any such return  indicates  that Seller has incurred any  liability for any such
tax,  Seller  shall cause such tax to be paid to the  assessing  authority on or
before the last date on which payment thereof is due without penalty.

                                       12
<PAGE>

     9. Audits. If at any time after the Closing Date the Company's or
Seller's federal or state interim, final, or estimated income, excise, property,
franchise, or license tax returns for any taxable year beginning before the
Closing Date are audited by the Internal Revenue Service, the Comptroller of the
Treasury of Maryland, or any other governmental body, or if any other inquiry is
made as to the same, Seller shall, at its expense and in a timely fashion, take
any and all actions reasonably necessary to respond to the same and to resolve
any issues presented thereby, and shall pay any and all taxes, penalties,
interest, or other charges that may be assessed or shown to be due as a result
thereof.

     10. Intentionally Omitted.

     11. Indemnity.

          (a) Seller  agrees to indemnify,  defend and hold  harmless  Purchaser
from and  against,  and shall  reimburse  Purchaser  with respect to any and all
claims,  demands,  causes of action,  losses,  damages,  liabilities,  costs and
expenses (including  reasonable attorneys' fees and court costs, whether suit is
instituted or not), asserted against or actually incurred by Purchaser by reason
of or arising out of:

               (i) the  discovery  following  the Closing  Date of the breach or
material  misstatement by Seller of any  representation or warranty contained in
this Agreement; or

               (ii) the  existence  of any  material  liability  of the  Company
existing  as of the  Closing  Date,  or prior  thereto,  that is not  listed  or
otherwise disclosed in writing to, and assumed in writing by Purchaser; or

               (iii) the  operation  or ownership of the Company or the Property
on or before the Closing Date.

          (b) Purchaser agrees to indemnify, defend and hold harmless the Seller
from and against, and shall reimburse Seller with respect to any and all claims,
damages,  causes of action,  losses,  damages,  liabilities,  costs and expenses
(including   reasonable  attorneys'  fees  and  court  costs,  whether  suit  is
instituted or not), asserted against or actually incurred by Seller by reason of
or arising out of:

               (i) any  liabilities  or expenses of Seller  incurred or accruing
after the Closing Date; or

               (ii) the  operation  or  ownership of the Company or the Property
after the Closing Date.

                                       13
<PAGE>

     12. Remedies.

          (a) Seller's Default.  In the event Purchaser shall be ready,  willing
and able to settle on the purchase of the Membership  Interests  pursuant to the
terms of this Agreement,  and Seller shall fail to sell, transfer and assign the
Membership  Interests  to  Purchaser  for any reason  and/or  perform  any other
obligation of Seller hereunder, Purchaser shall be entitled to its choice of the
following remedies:

               (i) Purchaser may enforce specific performance of this Agreement;
or

               (ii) Purchaser may declare this Agreement to be null and void and
demand  return  of  the  Purchase   Deposit  and  all  accrued   interest,   and
reimbursement of any  out-of-pocket  costs and expenses  reasonably  incurred or
paid by  Purchaser  pursuant  to the terms of this  Agreement  or to satisfy any
condition or requirement for the Closing,  and upon the return and reimbursement
of  same,  the  parties  hereto  shall  be  relieved  of any  further  liability
hereunder.

          (b)  Purchaser's  Default.  In the event that Purchaser  shall fail to
consummate  this  Agreement  for any reason,  except upon a default of Seller or
termination  of this  Agreement  by Seller or  Purchaser  pursuant  to the terms
and/or  provisions  hereof,  Seller  shall be entitled  to receive the  Purchase
Deposit,  with any accrued interest,  as full and agreed upon liquidated damages
and each of the parties shall be released from any further liability hereunder.

     13.  Destruction  or Damage Prior to the Closing  Date.  Except as provided
herein, Seller and the Company assume all risk of loss or damage to the Building
by fire or other casualty until the Closing. Seller agrees to maintain, or cause
the Company to maintain,  at its sole cost and expense all insurance  (including
fire and extended  coverage and public liability  insurance)  currently in force
covering  the  Building  until  the  Closing.  If at any time on or prior to the
Closing  Date any portion of the Building is destroyed or damaged as a result of
fire or any other cause whatsoever, Seller shall promptly give notice thereof to
Purchaser. In the event of such destruction or damage,  Purchaser shall have the
right to terminate  this  Agreement by written  notice to Seller within ten (10)
days  following the date upon which  Purchaser  receives  written  notice of the
extent and estimated cost of such destruction or damage from Seller,  along with
a good faith estimate of the amount of insurance  proceeds it expects to recover
with respect thereto. If Purchaser does not elect to so terminate this Agreement
within said ten (10) day period,  this Agreement  shall remain in full force and
effect and Seller shall assign,  or cause the Company to assign, to Purchaser at
the Closing any and all proceeds of the claims under any then existing insurance
policies.

     14. Condemnation.  In the event, at any time prior to the Closing Date, any
action or  proceeding  is filed or notice of any  pending  action is received by
Seller or the Company,  under which the Property, or any portion thereof, may be
taken  pursuant to any law,  ordinance or regulation or by  condemnation  or the
right of eminent domain,  Seller shall promptly give notice thereof to Purchaser
and Purchaser shall have the right to terminate this Agreement by written notice
to Seller. If Purchaser does not elect to so terminate this Agreement,  it shall
remain in full force and effect and Seller shall assign, or cause the Company to
assign,  to Purchaser at the Closing all of Seller's,  or the Company's,  right,
title and interest in and to any  proceeds  received or which may be received by
reason of such taking, or a sale in lieu thereof.

                                       14
<PAGE>


     15.  Disposition of Deposit.  The entire Purchase  Deposit shall be held by
Escrow Agent and deposited in interest  bearing  account(s)  in accordance  with
this Agreement until the Closing,  or until disposition thereof is made pursuant
to the terms of this  Agreement.  Escrow  Agent shall have the right to disburse
the  Purchase  Deposit to  Purchaser  or Seller  (and the  interest  earned with
respect to each amount  escrowed) as follows:  (a) at the Closing,  the Purchase
Deposit,  and any accrued  interest with respect thereto shall be disbursed with
and credited toward the Purchase Price and/or (b) otherwise, as provided in this
Agreement  upon ten (10) days written notice to the parties;  provided  however,
that  Escrow  Agent  shall not have  received  any  written  objections  to such
disbursements within ten (10) days after receipt by Purchaser and Seller of said
notice.  The parties hereto hereby  acknowledge  that Escrow Agent shall have no
liability  to any party on account of Escrow  Agent's  failure to  disburse  the
Purchase  Deposit  (or  interest  thereon)  if a dispute  shall have arisen with
respect to the propriety of such disbursement;  and, in the event of any dispute
as to who is entitled  to receive the  amount(s)  escrowed,  or interest  earned
thereon,  Escrow Agent shall deposit such funds with the Baltimore  City Circuit
Court pending a final decision of such  controversy.  The parties hereto further
agree that Escrow  Agent shall not be liable for failure of any  depository  and
shall not be otherwise  liable except in the event of Escrow Agent's  negligence
or willful misconduct.

     16. Condition of the Property; Local Violations. Subject to the terms
and conditions hereof, Purchaser is acquiring the Property in its "as is"
condition as of the Effective Date. All written notices of violations of
statutes, municipal orders or regulations issued by any department of the
jurisdiction in which the Property is situated, or prosecutions in any of the
Courts of the jurisdiction in which the Property is situated on account thereof,
against or affecting the Land or the Building that have been received by Seller,
or the Company, shall be complied with by Seller, or the Company.
Notwithstanding the foregoing, Seller and the Company shall: (a) deliver the
Property in substantially the same physical condition as on the Effective Date;
(b) not defer normal maintenance of the Building during the period from the
Effective Date to the date of the Closing; and (c) not enter into, modify or
terminate the Leases or any maintenance or service contracts relating to the
Property, if any, prior to the Closing Date without the prior written consent of
Purchaser which consent shall not be unreasonably withheld or denied. As of the
Closing Date, Seller and the Company will leave the electrical, plumbing,
heating and air conditioning and any other mechanical systems and equipment in
the same condition as at the Effective Date.

     17.  Choice of Law.  This  Agreement,  the  rights and  obligations  of the
parties hereto, and any claims or disputes relating thereto shall be governed by
and construed in accordance with the laws of the State of Maryland.

     18. Time is of the Essence.  Purchaser and Seller agree that time is of the
essence as to this Agreement.

                                       15
<PAGE>

     19.  Binding  Effect;  Entire  Agreement;  Amendment.  Purchaser and Seller
mutually  agree  that this  Agreement  shall be  binding  upon  them,  and their
respective heirs, executors,  administrators,  successors and assigns; that this
Agreement  contains the final and entire  Agreement  between the parties hereto,
and  that  they  shall  not be  bound  by  any  terms,  conditions,  statements,
warranties,  or  representations,  oral or  written,  express  or  implied,  not
expressly  contained herein. The language of the Agreement shall in all cases be
construed  as a whole and  according to its fair meaning and not strictly for or
against any party  hereto,  whether or not all or any portion of this  Agreement
was  drafted  by or on behalf of any party  hereto.  This  Agreement  may not be
amended except by a written instrument signed by all parties.

     20.  Pronouns.  The words "Seller,"  "Purchaser,"  and all pronouns and any
variations thereof shall be deemed to refer to the masculine,  feminine, neuter,
singular or plural,  as the identity of the person or entity and the context may
require.

     21. Notice.  All notices  required or permitted  herein shall be in writing
and effective as of the date on which such notice is mailed in any United States
Post Office, by certified or registered mail, postage prepaid, or hand-delivered
by commercial  courier  service,  to Seller,  Purchaser  and/or Escrow Agent (as
shall be  applicable)  at the  addresses  designated  herein,  or to such  other
address as the parties may designate in writing from time to time.

         If to Purchaser:                   First Mariner Bancorp
                                            3301 Boston Street
                                            Baltimore, Maryland 21224

         If to Seller:                      Canton Crossing, LLC
                                            Hale Canton, LLC
                                            3301 Boston Street
                                            Baltimore, Maryland 21224

         If to Escrow Agent:                Kenilworth Title Company, LLC
                                            3301 Boston Street
                                            Baltimore, Maryland 21224

     22. Brokerage.  Seller and Purchaser represent to each other that no broker
or person is  entitled  to any  commission  by  reason  of the  negotiation  and
execution  of this  Agreement.  Seller  and  Purchaser  agree to hold each other
harmless  against  any and all claims by any person  for  brokerage  commissions
arising out of any  conversation,  negotiations  or other  dealings  held by the
other party with any broker regarding this Agreement.

     23. Tax Free  Exchange.  Purchaser  agrees to cooperate  with Seller in its
implementation  of a tax free exchange  pursuant to Section 1031 of the Internal
Revenue Code, provided,  however, Purchaser shall bear no additional expenses in
connection with providing such cooperation.

                                       16
<PAGE>

     24. Survival.  The respective  rights and obligations of the parties hereto
under the provisions of this Agreement shall survive Closing.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date and year first above-written.

WITNESS:                              SELLER:

                                      CANTON CROSSING, LLC
                                      a Maryland limited liability company

                                       /s//Edwin F. Hale, Sr.
----------------------------      By:  ____________________________________
                                       Edwin F. Hale, Sr., Member

WITNESS:                              HALE CANTON, LLC
                                      a Maryland limited liability company

                                       /s/Edwin F. Hale, Sr.
----------------------------      By:  ____________________________________
                                       Edwin F. Hale, Sr., Member


WITNESS:                               PURCHASER:

                                       FIRST MARINER BANCORP
                                       a Maryland corporation

                                       /s/Joseph A. Cicero
----------------------------      By:  ______________________________
                                       Joseph A. Cicero
                                       President & Chief Operating Officer




                                       17