EXHIBIT 10.15

                             GROUND LEASE AGREEMENT
                             ----------------------

         THIS GROUND LEASE AGREEMENT ("Lease"),  made as of this 1st day of June
2003, between TATE VETERANS HIGHWAY, LLC, a Maryland corporation, its successors
and  assigns  (hereinafter  called  "Landlord"),  and COUNTY  NATIONAL  BANK,  a
national bank in organization,  its successors and assigns  (hereinafter  called
"Tenant"),

         WHEREAS  Landlord  owns that parcel of ground  located in Anne  Arundel
County,  Maryland,  and known as 8310 Veterans Highway (the "Land") described in
Exhibit 1(a) attached.

         WHEREAS  Landlord is desirous of leasing the Land  described in Exhibit
1(a)(b) to Tenant, and Tenant is desirous of leasing the Land from Landlord.

         NOW THEREFORE,  in  consideration  of the mutual benefits to be derived
hereunder the parties agree as follows:

        1. LAND AND TERM:
        -----------------

         Landlord does hereby lease,  demise and let to Tenant,  and Tenant does
hereby  lease,  take  and  accept  from  Landlord,  pursuant  to the  terms  and
conditions  hereinafter  set  forth,  the  Land.  The term of the  Lease and the
payment  of  rent  hereunder  shall  commence  on or  about  June 1,  2003  (the
"Commencement  Date").  The  initial  term of this lease shall be for five years
commencing on June 1, 2003 and ending on May 31, 2008.

        2.   CONSTRUCTION:
        ------------------

         A. Tenant shall at Tenant's expense,  engage an experienced,  qualified
contractor to construct a building on the Land to  accommodate  the operation of
Tenant  as a  commercial  bank  (the  "Improvements")  Tenant  shall  cause  the
construction of the  Improvements to be



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completed,  at its own  cost and  expense,  in a  timely  manner,  in a good and
workman-like  manner with good  materials,  in accordance with the provisions of
this Lease, and in compliance with applicable laws, rules and regulations.

         B. Within ten (10) business days after receipt of written  request from
Tenant,  Landlord  agrees  to join in any and all  reasonable  applications  for
zoning  and  rezoning  and for  Permits  in  connection  with the  construction,
operation,  and  maintenance  of the  Improvements,  and shall  also join in any
grants or easements for electric, telephone, gas, water, sewer, and other public
utilities and  facilities,  or access roads, or other  facilities  useful and/or
necessary to the operation of the Improvements or the construction  thereof.  C.
The Tenant  agrees to pay unto the  Landlord  fifty  percent  (50%) of the costs
advanced by Landlord for the site  improvements  and engineering and development
cost expended by Landlord on the site of which this Ground Lease is part.

        3.   RENT:
        ----------


         A. Tenant  covenants to pay to Landlord at such place as Landlord shall
from time to time,  rent  ("Rent")  during the original  term of this Lease,  as
follows: Five Thousand Dollars ($5,000.00) per month.

         B. In addition to the Rent,  Tenant agrees to pay all costs  pertaining
to the Improvements and/or Land and to the ownership, operation, and use thereof
during the term or any renewals thereof, it being the agreement between Landlord
and Tenant that this is a fully net Lease and  Landlord  shall not pay any costs
or expenses pertaining thereto during the Term.



                                       2
<PAGE>


        4.      OPTION TO RENEW:
        ------------------------

         Tenant  shall  have the  option  to renew  this  Lease  for  seven  (7)
additional  five (5) year terms.  Such renewals shall  automatically  take place
unless  Tenant gives notice to Landlord at least ninety (90) days before the end
of the initial term of this Lease or any renewals thereof,  that Tenant does not
wish to renew this Lease.  All of the terms and  conditions  of this Lease shall
remain in force  during any  renewal  terms  except  that the Rent for the "base
year" of the Lease shall be May 2003.  Commencing  with second year of the first
term and  each  year  thereafter,  the  Rent  shall  be equal to the  percentage
increase in the U.S.  Department of Labor Statistics  Washington-Baltimore  area
Urban Wage and Clerical  Workers "All Items" Base Year (May 2003)  multiplied by
One Hundred  Percent (100%) of the Rent for the initial lease term herein.  This
increase shall be determined in accordance with the following:

         1. Landlord shall compute the increase,  if any, in the cost of living,
using as the basis of such  computation the average for "All Items" shown on the
U.S.  Department of Labor  Statistics  Washington-Baltimore  area for Urban Wage
Earners and Clerical  Workers "All Items" as  promulgated by the Bureau of Labor
Statistics of the United  States  Department of Labor using the year 1996 as the
base of 100 (hereinafter called the "Index").

         2. The Index number in the column for "All Items" (Washington-Baltimore
area),  for the month this Lease is effective  shall be the "Base Index  Number"
and the  corresponding  Index number for the last  published  month  immediately
preceding the date of renewal shall be the current Index plus a CPI adjustment.




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<PAGE>


        5.   LATE PAYMENT:
        ------------------

         In the event that any payment  required by Tenant under the  provisions
hereof shall be more than five (5) days past due, Tenant shall, upon demand, pay
a late  charge to Landlord  in the amount of Five  Percent  (5%) of the past due
payment and such late charge  shall be deemed Rent for all  purposes  under this
Lease.

        6.      TAXES:
        --------------

         A. Tenant  shall pay,  prior to  delinquency,  all real  estate  taxes,
assessments and charges which are levied,  imposed,  or assessed upon or against
the Improvements and/or the Land with respect to the tax years during which this
Lease is in effect. If Tenant shall fail to pay any such taxes, assessments,  or
charges prior to  delinquency,  Landlord shall have the right to pay same and to
include such amount as Additional Rent due from Tenant.

         B. For  purposes of this  Paragraph  6, the term "real estate taxes and
assessments"  shall include any real property tax or public charges or community
association charges against the Improvements and/or the Land analogous to a real
property  tax  for  services  thereto,  including  assessments  by  any  County,
Municipal,  Metropolitan  District or Commission,  CPRA  assessments  and street
lighting charges.

         C. Tenant may protest,  appeal or institute other proceedings to effect
a reduction or abatement  of real estate taxes and  assessments  with respect to
real estate taxes and  assessments  levied against the  Improvements  and/or the
Lease for any tax  fiscal  year that ends  after the  Commencement  Date of this
Lease. Such protest, appeal or other proceedings may be conducted in the name of
Landlord  or Tenant  as  Tenant  may  consider  appropriate.  To this end



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<PAGE>


and at Tenant's  expense,  Landlord  shall  cooperate with Tenant and furnish to
Tenant appropriate  documents and information.  If the protest,  appeal or other
proceedings  are  successful  and any real  estate  taxes  and  assessments  are
refunded, the refund shall be paid to Tenant.

        7.   FIRE AND EXTENDED COVERAGE AND BUSINESS INTERRUPTION INSURANCE:
        --------------------------------------------------------------------


         A. Tenant  covenants to pay the aggregate  insurance  premiums for fire
and extended coverage on the Improvements and to maintain business  interruption
insurance.

         B. Any proceeds from any insurance policies paid for by Tenant shall be
payable to Tenant without any liability therefor to Landlord.

        8.      UTILITIES AND EXTERIOR MAINTENANCE:
        -------------------------------------------

         Tenant shall pay all charges for gas,  electricity,  light,  heat,  all
public charges for sanitary sewage discharged from and for water consumed on the
Improvements  and/or the Land,  power and all other  utilities  and telephone or
other  communication  services used,  rendered or supplied upon or in connection
with the  Improvements  and shall be responsible  for the cost of maintenance of
the Improvements and/or the Land including,  without  limitation,  the interior,
the drive up facilities and the surrounding area.

        9.   LIENS OR ENCUMBRANCES:
        ---------------------------


         Tenant shall not knowingly suffer the  Improvements  and/or the Land or
may portion thereof to become subject to any lien,  charge or encumbrances,  and
shall indemnify Landlord against all such liens,  charges and encumbrances which
do not arise from acts or  omissions  of



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<PAGE>



Landlord,  its agents or employees  or third  parties  present  upon  Landlord's
invitation, request or consent.

        10.   USE OF LAND:
        ------------------

         Tenant shall use and occupy the  Improvements  and the Land  throughout
the term hereof  solely for the purpose of operating a bank or general  business
office together with such other uses as may be incidental thereto.

        11.    ALTERATIONS AND LAND:
        ----------------------------


         Tenant  covenants,  other  than  for the  initial  construction  of the
Improvements as described in Exhibit 2 hereto,  that it will at no time or times
make any material  alterations,  improvements or changes of any kind to the Land
without  first  submitting  the plans  thereof and  securing  the prior  written
consent of the Landlord,  which consent  shall not be  unreasonably  withheld or
delayed;  provided,  however,  that Tenant may, at its own option,  expense, and
without having to secure the consent, written or otherwise of the Landlord:

                    (1)  make  any  alterations  or  changes  of any kind to the
Improvements  and/or the Land which may be required by any governmental order or
regulation; and

                    (2) undertake any landscaping or similar work or painting or
decorating with respect to the Improvements and/or the Land which are of a minor
nature and are  reasonably  necessary  to the use by Tenant of the  Improvements
and/or the Land as contemplated hereunder.

         All  Improvements,   alterations,  replacements  and  building  service
equipment made or installed by or on behalf of Tenant and permanently affixed to
the Land,  immediately  upon the expiration of this lease due either to Tenant's
affirmative  declination  of its  right  to  exercise  any  option  to  renew or
expiration  of the final  renewal  term hereof if Tenant does not  exercise  its



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<PAGE>

option to purchase  contained in Paragraph 40 herein,  shall become the property
of Landlord without payment  therefor by Landlord;  provided that all machinery,
equipment  (other than building  service  equipment),  trade  fixtures,  movable
partitions,  furniture and furnishings  installed by Tenant or maintained on the
Land, even if permanently affixed thereto, shall remain the property of Tenant.

        12.      REPAIRS AND MAINTENANCE:
        ---------------------------------

         Tenant  covenants  throughout  the term at its expense,  to maintain in
good order and repair the interior and exterior  structure of the  Improvements,
and to maintain and replace when  necessary,  all window and door glass therein,
interior and  exterior;  to maintain and repair all building  service  equipment
within the Improvements  including,  but not limited to,  electrical,  plumbing,
heating, air conditioning and sprinkler equipment, pipes, wires, ducts, fixtures
and appliances and to make all ordinary and necessary repairs;  to keep the Land
in a safe, clean and sanitary condition; and to provide for the removal of trash
and rubbish.

        13.   LIABILITY INSURANCE:
        --------------------------

         Tenant shall obtain and maintain public liability insurance in form and
substance  reasonably  satisfactory  to Landlord and Landlord's  lender,  if any
Lender  exists,  naming  Landlord as an additional  insured  against  claims for
bodily injury or death  occurring in or about the  Improvements  and/or the Land
and on, in or about the adjoining driveways and passageways, to the limit of not
less than One Million  Dollars  ($1,000,000.00)  in respect of bodily  injury or
death to one  person,  and to the  limit of not less  than Two  Million  Dollars
($2,000,000.00)  in respect  of one  accident,  and  property  damage  insurance
insuring  against claims for damage or injury to property of others occurring in
or about the  Improvements  and/or  the Land and on,  in or about the  adjoining
streets  and  passageways,  to the limit of not less than One  Hundred  Thousand



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<PAGE>

Dollars  ($100,000.00)  in respect to damage to the  property of  another.  Said
policy shall  provide that  notwithstanding  any  negligent  act of Tenant which
might  otherwise  result in its  forfeiture,  the policy  shall not be  canceled
without  at least  thirty  (30) days  written  notice to each named  assured.  A
certificate of such insurance shall be delivered to Landlord.

        14. DAMAGE OR DESTRUCTION:
        --------------------------

         If the Improvements are damaged by fire or other casualty, Tenant shall
make repairs  thereto as soon as  reasonably  and  conveniently  may be done and
shall have no claim against  Landlord based upon such damage.  In no event shall
Landlord  be  liable to Tenant  for any loss or  damage  sustained  by Tenant to
Tenant's property by reason of such fire or other casualty.

        15. COMPLIANCE WITH REGULATIONS. ETC.:
        --------------------------------------

         Tenant covenants  throughout the term at its expense to comply promptly
with  all  laws,  codes,   ordinances,   administrative  and  court  orders  and
directives,  rules and regulations  which have the force of law,  whether now in
effect or hereafter promulgated, applicable to Tenant's use and occupancy of the
Improvements  and/or  the  Land,  including,  but  not  limited  to,  provisions
enforceable  by the  Office of the  Comptroller  of the  Currency,  the  Federal
Deposit Corporation and/or the Board of Governors of the Federal Reserve System.
However,  Tenant  shall  have the  right to  contest  the  applicability  and/or
validity of any of the above so long as by reason of such action, the Land would
not be in danger of  forfeiture  or loss.  Landlord  shall comply with all other
laws, codes, ordinances,  administrative and court orders and directives,  rules
and regulations  which have the force of law, whether now in effect or hereafter
promulgated.

        16.   CONDEMNATION:
        -------------------

         A. If during the term of this  Lease,  all or  substantial  part of any



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Improvements and/or of any Parcel shall be taken by eminent domain, then, at the
option of the Tenant, the Lease shall terminate as to such Parcel as of the date
of such taking,  and the rent shall be  apportioned to and abate from and after,
the date of  taking,  and Tenant  shall  have the right to receive  any award or
damages  for such  taking  (except  as set forth in  sub-paragraph  D hereof) as
related  to the  Improvements  taken.  For  purposes  of this  Paragraph  16, "a
substantial part of any  Improvements  and/or of any Parcel" shall mean a taking
which  renders  Tenant  unable  to carry on its  business  on the Land or on any
Parcel in  substantially  the same  manner  as  previously  conducted.  Also for
purposes of this  Paragraph  16, "the rent shall be  apportioned"  shall mean an
apportionment on a daily basis for that part of the month in which the Parcel is
taken and the  percentage of the initial  Basic Rental of the remaining  Parcels
(as set out in Paragraph  3.A.  hereof) bear to the total  initial Basic Rental.
For  example,  if there was a taking of Parcel 3 on the 15th of a 30-day  month,
the rent due by Tenant for the  remaining  days of that month would be 87.87% of
the then monthly Basic Rental. In this example the Basic Rental would be reduced
by 12.13% of the then total Basic Rental.  If Tenant does not exercise its right
to  terminate  this Lease,  the Rent shall be  equitably  adjusted  based on the
amount of the Improvements and/or of any Parcel; and Tenant shall have the right
to  participate  in any  award or  damages  for such  taking as  related  to the
Improvements taken.

         B. If during the term of this Lease,  less than a  substantial  part of
any Improvement or of any Parcel,  (as  hereinbefore  defined) shall be taken by
eminent  domain,  this Lease shall remain in full force and effect  according to
its terms, except that the Basic Rental shall be equitably adjusted based on the
amount of the Improvements  and/or Parcel taken; and Tenant shall have the right
to  participate  in any  award or  damages  for such  taking as  related  to the




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<PAGE>

Improvements.

         C. For  purposes  of this  Section  16,  "taken by  eminent  domain" or
"taking under the power of eminent  domain"  shall include a negotiated  sale or
lease and  transfer of  possession  to a  condemning  authority  under bona fide
threat of  condemnation  for public use, and Landlord alone shall have the right
to negotiate with the condemning authority and conduct and settle all litigation
connected  with the  condemnation.  As  hereinabove  used,  the words  "award of
damage" shall, in the event of such sale or settlement,  include the purchase or
settlement price of any such negotiated transfer.

         D.  Nothing  herein  shall be deemed to prevent  Tenant from  claiming,
negotiating,  and receiving from the condemning  authority,  if legally payable,
compensation for the taking of the Improvements and damages for Tenant's loss of
business,  business  interruption and/or removal and relocation.

        17.     LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS:
        -------------------------------------------------------

         A. If Tenant shall fail to perform any covenant or duty  required of it
by this Lease or by law, Landlord shall,  after thirty (30) days advance written
notice to Tenant (except in the case of an emergency, in which case Landlord may
act  without  notice),  have the right (but not the duty) to enter the Land,  if
necessary,  to perform the same if Tenant in the interim has not commenced  such
performance, but the reasonable cost thereof shall be deemed to be Rent, payable
by Tenant within twenty (20) days of demand therefore.

        18.     INDEMNIFICATION OF LANDLORD:
        ------------------------------------

         Except with respect to claims  arising from  Landlord's  negligence  or
that of its agents, servants or employees, contractors, licensees or invitees or
from a breach of Landlord's



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<PAGE>


obligations hereunder,  Tenant covenants to indemnify and save Landlord harmless
(to the  extent  not  reimbursed  by  insurance  required  by this  Lease  to be
furnished by Tenant or insurance  maintained by Landlord to which Landlord shall
initially be  compensated)  from any and all claims for  liability of any nature
whatever arising from any use, occupancy,  construction,  repairs, or other work
or activity  done in, on or about the Land during the term or from any condition
of the  Land or  anything  thereon  or  therein  during  the  term,  or from any
occurrence  whatever  in,  or about the Land  during  the  term,  including  all
Landlord's  reasonable  costs,  expenses and counsel fees in connection with any
such claim.  Landlord  shall give Tenant notice of any such claim,  the right to
defend  against the claim with attorneys  reasonably  acceptable to Landlord (an
insurance  company's  attorney being deemed acceptable) and to settle such claim
without cost to Landlord.

        19.      LANDLORD'S EXONERATION:
        -------------------------------

         Except with respect to claims  arising from  landlord's  negligence  or
that of its agents, servants or employees, contractors, licensees or invitees or
otherwise to comply with its obligations hereunder, to the extent not reimbursed
by insurance required by this Lease to be furnished by Tenant,  Tenant covenants
to save  harmless,  protect and  indemnify the Landlord from and against any and
all losses,  damages,  claims, suits or actions,  judgments and costs, which may
arise or grow out of any  injury  to or death of any  person  or  damage  to any
property  (including,  but not by way of  limitation,  Tenant and  employees  of
Tenant and their property) which is caused by the negligence of the Tenant,  its
agents or servants,  sublessees  and assigns,  in the use and  possession of the
Improvements  and/or  the  Land  and the  equipment  thereon  by  Tenant  or the
operation of the business  conducted  by Tenant on the  Improvements  and/or the
Land.



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<PAGE>


        20.      DEFAULT PROVISIONS:
        ---------------------------

         A. In the event of any default of Tenant in paying any  installment  of
Rent for a period of thirty (30)  business  days or in the payment of other sums
payable  hereunder,  which default  shall  continue for a period of fifteen (15)
DAYS AFTER NOTICE  THEREOF BY Landlord to Tenant (in each  instance an "event of
default"),  Landlord may elect to immediately  terminate this Lease by serving a
written notice upon Tenant.

         B. In the event of any other  event of  default  of Tenant  hereinafter
mentioned in this Section 20, then Landlord may elect to terminate this Lease by
serving a written  notice upon Tenant of Landlord's  election to terminate  this
Lease upon a specified date, not less than (30) days after the day of serving of
such notice.  If said event of default shall not be corrected within said thirty
(30) day period, this Lease shall then expire on the date specified,  as if that
date had  originally  been  fixed  as the  expiration  of the  term  hereinafter
granted;  provided,  however,  that this Lease shall not  terminate or expire if
Tenant  undertakes  diligently  to remedy a default  within such thirty (30) day
period.

         C. In addition to the matters set forth in this  Paragraph  20, each of
the  following  events shall be deemed an event of default by Tenant  within the
meaning of this Paragraph 20:

     (1)  the failure to perform any of the non-monetary covenants or conditions
          of this Lease on the part of Tenant to be performed;

     (2)  the  making  of any  assignment  by  Tenant  for  the  benefit  of its
          creditors;

     (3)  the  appointment  of a receiver  or trustee of all or part of Tenant's
          property;

     (4)  the filing of an application for voluntarily liquidation by Tenant;

         D. In the event that this Lease is  terminated  in the manner  provided
for in this Section


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<PAGE>


20, or by court  proceedings  or otherwise,  or in the event that the Land, or a
substantial  part  thereof,  shall be abandoned by Tenant  during the said term,
Landlord or  Landlord's  agents,  servants or  representatives  may, at any time
after written notice to Tenant and the expiration of the applicable  cure period
set forth in this section 20,  reenter and resume  possession of said Land,  and
remove all persons and property  therefrom,  either by any  suitable  actions or
proceeding at law, without being liable for any damages therefore. No reentry by
the Landlord  shall be deemed to be an  acceptance of a surrender of this Lease;
and  Tenant  agrees  that  in the  event  this  Lease  in  accordance  with  its
provisions, is terminated because of Tenant's default, Landlord's lien in and to
this Lease and any  improvement on or hereinafter  placed on the Land and on any
equity of Tenant in and to any  furnishings,  equipment,  fixtures  or any other
personal  property,  shall  forthwith  attach,  such lien being  granted for the
purposes of securing the performance of Tenant's obligations hereunder.

         E. The Landlord,  upon the happening of any of the events giving it the
right to annul and cancel this Lease, shall be entitled to the benefit of all of
the provisions of law for the speedy  recovery of lands and tenements under this
Lease held over by the Tenant in Anne Arundel  County,  Maryland that are now in
force or may hereafter be enacted.

        21.  ADDITIONAL REMEDIES OF LANDLORD:
        -------------------------------------

         A. In the event that this Lease is  terminated  in the manner set forth
in Section 20 hereof,  or by court  proceedings  or otherwise,  or if any Parcel
shall be  abandoned by Tenant  during the term hereof,  Landlord may for its own
account,  relet the whole or any portion of said Parcel for any period  equal to
or greater or less than the  remainder of the  original  terms of this Lease for
any sum which it may deem reasonable,  to any tenants which it may deem suitable



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<PAGE>

and  satisfactory,  and for any use and purposes which it may deem  appropriate,
but in no event shall  Landlord be under any  obligation to relet any Parcel for
any purpose which Landlord may regard as injurious to the Land, or to any tenant
which  Landlord,  in the  exercise  of  reasonable  discretion  shall deem to be
objectionable.  In the event of such  termination of this Lease or if any Parcel
is  abandoned,  or in the event of any event of default  mentioned in Section 20
hereof,  and  whether  or not the  Parcel be relet,  and  whether  this Lease be
terminated or not,  Landlord shall be entitled to recover of Tenant,  and Tenant
hereby agrees to pay to Landlord as damages, the following:

         (1) An amount equal to the amount to the rent reserved under this Lease
for such Parcel as apportioned in Paragraph 3.A. hereof,  less the rent, if any,
collected by Landlord on reletting the Parcel, which shall be due and payable by
Tenant to Landlord on the several days on which the rent herein  reserved  would
have become payable under this Lease.

         (2) An amount equal to the cost

               (a)  of placing the Parcel in the  condition  in which Tenant has
                    agreed to surrender it to Landlord and

               (b)  of performing  any other  covenant  herein  contained  which
                    Tenant has agreed to perform, other than the covenant to pay
                    rent.

         B. The damages mentioned in this Paragraph 21 shall become  immediately
due and  payable  by Tenant to  Landlord  upon the  termination  of this  Lease.
Without any previous  notice or demand,  separate  actions may be  maintained by
Landlord  against Tenant from time to time to recover any damages which,  at the
commencement of any such action, have then or theretofore become due and payable
to Landlord under this Section 21, without waiting until the end of the terms of
this Lease.



                                       14
<PAGE>


        22.     RIGHT TO ASSIGN AND SUBLEASE:
        -------------------------------------

         A.  Tenant may not assign this Lease or sublet the  Improvements  an/or
the Land without the prior written consent of Landlord,  which consent shall not
be unreasonably  withheld or unduly delayed.  If Landlord fails to advise Tenant
of its refusal to consent to an  assignment  or sublease  with fifteen (15) days
after receipt of Tenant's written request therefor,  Landlord shall be deemed to
have consented.  A dispute between Landlord and Tenant as to the  reasonableness
of Landlord  withholding  its consent to an assignment  or  subleasing  shall be
determined  pursuant  to  a  summary  arbitration   procedure  before  a  single
arbitrator chosen by a judge of court in Anne Arundel County having jurisdiction
and such determination shall be final and binding upon the parties. In the event
of any such  assignment or subletting  with consent,  Tenant shall remain liable
for the  performance  of Tenant's  obligations  during the term or any  renewals
hereof.

         B.  Notwithstanding  any other  provisions of this Paragraph 22, Tenant
may, without the consent of Landlord, assign this Lease or sublet part or all of
the  Improvement  and/or the land to (i) a corporation  into which or with which
Tenant  is merged or  consolidated;  (ii) a person or entity  has a net worth at
least  equal to the  lesser  of the net  worth of  Tenant as of the date of this
Lease or immediately  prior to such transfer;  or (iii) a parent,  subsidiary or
affiliate of Tenant. A parent shall mean a corporation  which owns,  directly or
indirectly,  50% or more of the  equity of  Tenant;  a  subsidiary  shall mean a
corporation,  50% or  more  of  the  equity  of  which  is  owned,  directly  or
indirectly, by Tenant, and an affiliate shall mean a corporation or other entity
which,  directly or indirectly,  is under common control with Tenant.  A parent,
subsidiary  or affiliate of Tenant may occupy space in the  improvements  and/or
the Land without an assignment or



                                       15
<PAGE>

sublease or the consent of Landlord.

        23.     INSPECTION BY LANDLORD ETC.:
        -----------------------------------

         Landlord  and its agents shall have the right at all  reasonable  time,
upon reasonable prior notice,  during the term to enter the Land for the purpose
of inspecting the same and, if Tenant has  affirmatively  declined to renew this
Lease,  immediately  after  receipt  of said  declination  to show  the  Land to
prospective  tenants or  purchasers  and to place "For Rent"  and/or  "For Sale"
signs thereon.

        24.      ASSIGNMENT OR SALE OR LANDLORD'S INTEREST:
        ---------------------------------------------------

         If Landlord  should ever assign this Lease or the rents  hereunder to a
creditor as security for a debt,  Tenant shall,  after notice of such assignment
and upon demand by Landlord or the assignee,  pay all sums  thereafter  becoming
due  Landlord  hereunder  to the  assignee  (from and  after the time  Tenant is
furnished with such assignee's address and request for payment) and furnish such
evidence of insurance coverage's required hereunder as the lender may reasonably
require so as to protect the assignee's  interest as it may appear.  If Landlord
shall  sell the Land,  the  purchaser  shall take the Land  subject to  Tenant's
rights  hereunder  including  Tenant's rights pursuant to Paragraphs 4 and 29(b)
herein.

        25.      NON-DISTURBANCE:
        -------------------------

         Landlord  covenants  and warrants to Tenant that Tenant,  on paying the
rent provided for in this Lease and performing  its covenants  herein set forth,
shall peaceably and quietly have, hold and enjoy the Land and all  appurtenances
thereon during the full term of this Lease and any renewals thereof.



                                       16
<PAGE>


        26.     SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT:
        -----------------------------------------------------

         The Tenant shall, promptly at the request of the Landlord or the holder
of  any  Mortgage  (herein  referred  to  as  "Mortgagee"),   execute,   sealed,
acknowledge and deliver such further  instrument or instruments  evidencing such
subordination  as the Landlord or such Mortgagee  deems  necessary or desirable,
and (at such Mortgagee's request) attorning to such Mortgage, provided that such
Mortgagee agrees in writing with the Tenant that such Mortgagee or its successor
in interest or the  purchaser at any  foreclosure  sale will,  in the event of a
foreclosure  of any such  mortgage or deed of trust no action to interfere  with
the  Tenant's  rights  hereunder  including  but not limited to Tenant's  rights
pursuant to Paragraph 29(b) herein.

        27.     TENANT HOLDING OVER:
        ----------------------------

         A. Subject to  subparagraph  B. hereof,  in the event that Tenant holds
over at the  expiration  of the original term of this Lease or any renewal terms
or, at the earlier  termination  thereof,  Landlord shall be entitled to all the
remedies now or hereafter in effect in Anne Arundel County,  Maryland,  relating
to the  speedy  recovery  of  possession  of  lands  and  damages  for  wrongful
detention.

         B. Any holding over after the  expiration  of the term hereof,  without
the prior written  consent of Landlord,  shall be construed to be a tenancy from
month to month at 125% of the monthly  rent during the last month of the term or
renewal term,  as the case may be, for the initial  three months and  thereafter
150% of the monthly rent  hereinbefore  specified and shall  otherwise be on the
terms and conditions hereinbefore specified, and so long as such rental payments
are made,  Landlord  shall not have any claims  against Tenant for damages based
upon  Tenant's  holding  over.  Such tenancy from month to month shall  continue
until either party shall give at


                                       17
<PAGE>


least thirty (30) days notice in writing to the other terminating such tenancy.

        28.     HAZARDOUS MATERIALS:
        -----------------------------

         A.  Except in the normal  course of its  operations,  Tenant  shall not
cause or permit any hazardous  Material to be brought  upon,  kept or used in or
about the Land by Tenant, its agents, employees, contractors or invitees.

         B.  Any  Hazardous  Material  permitted  on the  Land  as  provided  in
subparagraph  28A above,  and all  containers  therefore,  shall be used,  kept,
stored and disposed of in a manner that  complies  with all  Federal,  State and
local laws or regulations applicable to any such Hazardous Material.

         C.  Tenant  shall  not  discharge,  leak  or  emit,  or  permit  to  be
discharged,  leaked or emitted, any material into the atmosphere,  ground, sewer
system or any body of water,  if such material (as reasonably  determined by the
Landlord,  or any  governmental  authority)  does or is likely  to,  pollute  or
contaminate the same, or is likely to adversely  affect (a) the health,  welfare
or safety of  persons,  whether  located  on the Land or  elsewhere,  or (b) the
condition,  use or  enjoyment  of the  Property  or any other  real or  personal
property.

         D.  As  used  herein,  the  term  "Hazardous  Material"  means  (a) any
"hazardous  waste" as defined by the Resource  Conservation  and Recovery Act of
1976, as amended from time to time, and regulations promulgated thereunder;  (b)
any  "hazardous  substance"  as  defined  by  the  Comprehensive   Environmental
Response,  Compensation and Liability Act of 1980, as amended from time to time,
and regulations  promulgated  thereunder;  (c) any "oil, petroleum products, and
their  by-products";  and (d) any substance  which is or becomes  regulated as a
"hazardous Material" by any Federal, State or local governmental authority.



                                       18
<PAGE>


         F. Tenant hereby agrees that it shall be fully liable for all costs and
expenses  related to the use,  storage and  disposal of any  Hazardous  Material
brought and kept on the Land by the Tenant,  and the Tenant shall give immediate
notice to the Landlord of any violation or potential violation of the provisions
of  subparagraph  B above.  Tenant shall  defend,  indemnify  and hold  harmless
Landlord and its agents, from and against any claims, demands, penalties, fines,
liabilities,   damages,  costs,  or  expenses  (including,  without  limitation,
attorney and consultant fees,  court costs and litigation  expenses) of whatever
kind or nature, known or unknown, contingent or otherwise,  arising out of or in
any way related to (a) the presence, disposal, release, or threatened release of
any such Hazardous  Material which, as a result of action by or at the direction
of Tenant,  is on, from, or affecting  the soil,  water,  vegetation,  buildings
personal  property,  persons,  animals,  or otherwise;  (b) any personal  injury
(including  wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous  Material;  (c) any lawsuit  brought or threatened,
government order relating to such Hazardous  Material;  and/or (d) any violation
of any laws  applicable  to such  Hazardous  Materials.  The  provisions of this
Paragraph  28 shall be in  addition  to any other  obligations  and  liabilities
Tenant may have to Landlord at law or equity and shall survive the  transactions
contemplated  herein and shall survive the  termination of this Lease.  Landlord
shall give Tenant  notice of such claims and  demands,  the right to defend with
attorneys  reasonably  acceptable to Landlord and the right to settle any claim,
action or proceeding without cost to Landlord.

         G. To the best of Landlord's knowledge,  no Hazardous Material has been
stored at, used,  disposed of or is located in, on or about the Land.  Landlord,
has  not  received  notice  of  any  kind  from  any  Federal,  State  or  local
governmental  authority  alleging  that  Landlord,  or any




                                       19
<PAGE>

present  or  previous   tenant,   has  failed  to  comply  with  any  applicable
environmental law, ordinance,  rule or regulation pertaining to or affecting the
Land.

         29(a).  END OF TERM:
                 ------------

         Upon the  expiration  or other  termination  of any term of this Lease,
Tenant shall quit the Land and surrender  same to Landlord,  broom clean,  in as
good  condition  as  when  received,  ordinary  wear  and  tear  and  damage  or
destruction  by fire or other  casualty  or the  elements  or any other cause or
condition  beyond  Tenant's  reasonable  control  or  for  which  Tenant  is not
responsible  pursuant to this Lease  excepted and Tenant shall remove all of its
personal property and comply with Paragraph 11 herein.

         29(b).  PURCHASE OPTIONS:
         -------------------------

         The Lessee shall have the first option to purchase the entire parcel of
which the Lease parcel is a part,  should Landlord elect to sell and convey said
parcel. The purchase price/option price shall be that offered to the Landlord by
a good faith purchase for value. In the event the Lease parcel can be subdivided
out of the whole  parcel by the  landlord,  the  remaining  parcel  shall not be
subject to the option to  purchase.  The option to purchase  shall then  pertain
only to the bank parcel.  The purchase option if not exercised shall not survive
the Landlord's  conveyance but shall  thereafter  terminate all though the Lease
may continue to enforce.

        30.     SUCCESSORS AND ASSIGNS:
        -------------------------------

         Except as hereinabove  expressly otherwise  provided,  this Lease shall
bind and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.

        31.     NOTICES:
        ----------------

         All notices  required or  permitted to be given  hereunder  shall be in
writing and shall be


                                       20
<PAGE>


deemed to have been  properly  given by the  mailing  thereof by  registered  or
certified mail, return receipt requested,  with postage prepaid,  or by delivery
by an overnight courier addressed as follows:

                  (a)  To Landlord:

                         Tate Veterans Highway, LLC
                         Creston G. Tate, Managing Member
                         7139 Ritchie Highway
                         Glen Burnie, Maryland 21061

With copy to:            Atwood B. Tate, Esq.
                         Four Kuethe Road, N.E.
                         Glen Burnie, Maryland 21060

                  (b)   To Tenant:

                         Jan W. Clark
                         President
                         County National Bank
                         7401 Ritchie Highway
                         Glen Burnie, MD 21060

Such  notices  shall be deemed to have been  given for all  purposes  under this
Lease upon receipt  thereof.  Any party or person to whom such notices are to be
sent may by like notice  designate a different  address or a different person or
entity (including the address thereof) to which such notices shall thereafter be
sent. Notices to Tenant after Tenant has commenced its business operation at the
Land shall be addressed to Tenant at the Land.

        32.     CAPTIONS AND HEADINGS:
        ---     ----------------------

         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 or
intent of this Lease nor in any way affect this Lease.



                                       21
<PAGE>


        33.     SEVERABILITY:
        ---------------------

         A. It is agreed  that,  for the purpose of any suit brought or based on
this Lease, this Lease shall be construed to be a divisible contract, to the end
that  successive  actions may be maintained  as  successive  periodic sums shall
mature under this Lease, and it is further agreed that failure to include in any
suit  or  action  any  sum  or  sums  then  matured  shall  not  be a bar to the
maintenance  of any  suit or  action,  for the  recovery  of said sum or sums so
omitted,  and the Tenant agrees that it will not in any suit or suits brought on
this  Lease  for a  matured  sum for  which  judgment  has not  previously  been
received, plead, rely on or urge as a bar to said suit or suits, the defenses or
re adjudicate,  former recovery extinguishment,  merger, election of remedies or
other similar defense.

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

        34.     NON-WAIVER OF ENFORCEMENT:
        ----------------------------------

         It is agreed that the  failure of the  Landlord to insist in any one or
more  instances  upon a strict  performance  of any covenant of this Lease or to
exercise  any  right  herein  contained  shall not be  construed  as a waiver or
relinquishment  for the  future of such  covenant  or right,  but the same shall
remain in full force and effect,  unless the contrary is expressed in writing by
the Landlord.

        35.     BROKERAGE:
        ------------------

         The  parties  represent  to each  other  that they did not deal in this
transaction with any broker.



                                       22
<PAGE>


        36.     WAIVER OF SUBROGATION:
        ------------------------------

         Neither  party  will be  liable  to the other for loss or damage to the
property of the other  arising from a cause  covered by insurance  maintained by
the party damaged or within the coverage of the standard fire  insurance  policy
with  extended  coverage  then  applicable  in Anne  Arundel  County,  Maryland,
including loss resulting from the negligent acts or omissions of the other party
or their agents, employees, guests or invitees.

        37.     LANDLORD'S WAIVER:
        --------------------------

         Landlord agrees upon written request of Tenant to execute and deliver a
landlord's  waiver  of lien  as to any  inventory  consigned  to  Tenant  or any
machinery,  equipment (other than building service equipment), trade fixtures or
other  tangible  personal  property  leased or  purchased by Tenant from a third
party  in an  arms-length  transaction;  provided  that  such  waiver  shall  be
restricted  to the  interest  therein of the third  party  consignor,  lessor or
owner.

        38.     ESTOPPEL CERTIFICATE:
        -----------------------------

         Each party covenants to the other that at any time or from time to time
following a written  request from the other party,  the party so requested shall
execute and deliver to the  requesting  party a statement  certifying  that this
Lease  is in full  force  and  effect  and  unmodified  (or if there  have  been
modifications,  stating such),  certifying the dates to which the Rent and other
charges  have  been  paid  and  certifying  whether  or not,  to the best of the
knowledge  of the  certifying  party,  the other  party has failed or refused to
perform any obligations  contained in this Lease and if so specifying  same. Any
such  written  request must be answered  within  twelve (12) days of the receipt
thereof.  The  failure of either  party to furnish  such  statement  in a timely
manner shall be conclusively deemed to constitute an admission that the Lease is
in full force


                                       23
<PAGE>


and effect and  unmodified;  that the Rent and other  charges then due have been
duly and fully paid to and including the date of the written  request;  and that
the  party  requesting  said  statement  has  performed  all of its  obligations
contained in the Lease to the date of such request. Any third party receiving an
estoppel certificate hereunder may rely thereupon.

        39.     GOVERNMENTAL TAKEOVER:
        -----------------------------

         Notwithstanding  any other  provisions  contained in this Lease, in the
event the Lessee is closed or taken over by the Office of the Comptroller of the
Currency or any bank  supervisory  authority and any such authority shall in any
event have the election either to continue or to terminate the Lessee: Provided,
that in the event  this lease is  terminated,  the  maximum  claim of Lessor for
damages or indemnity for the injury resulting from the rejections or abandonment
of the unexpired  term of the Lease shall in no event be in an amount  exceeding
the  rent  reserved  by the  Lease,  without  acceleration,  for the  year  next
succeeding  the date of the surrender of the Land to the Lessor,  or the date of
re-entry of the Lessor,  whichever  first  occurs,  whether  before or after the
closing of the bank,  plus an amount equal to the unpaid rent  accrued,  without
acceleration up to such date.

        40.     OPTION TO PURCHASE LEASEHOLD:
        -------------------------------------

         Tenant shall have an option to purchase  the  property  subject to this
Lease  at the end of the  last  renewal  term.  Tenant  shall  pay all  costs of
subdividing  the property  from Parcel 74R Plat 13134,  4th Tax  District,  Anne
Arundel  County,  Maryland.  Should Tenant be  unsuccessful  in the  subdivision
process before May 31, 2043, Tenant's option to purchase and lease shall expire.

        41.     SIGNAGE:
        ----------------

         Tenant shall be allowed to construct one sign adjacent to Md. Rt. 97 on
the unleased



                                       24
<PAGE>


portion of Parcel  74R  provided  the sign size and  location  does not  violate
Landlord's  signed  Agreement  with Wa Wa, Inc.  and further  does not  obstruct
Landlord's signage on Parcel 74R located in the same area.

        42.     RECORDING:
        ------------------

         Landlord  agrees that if so requested by Tenant,  Landlord will execute
in recordable form for purposes of recordation at Tenant's expense:  (1) a short
from of lease containing the names and addresses of the parties; the description
of the Land;  the Term of this Lease  including  the  Commencement  Date and the
termination date; a description of any extension options; a statement  regarding
the use of the Land;  and such other  provisions as either party may  reasonably
require; and/or (2) a memorandum describing the Option contained in Paragraph 40
herein. Tenant shall be responsible for all costs, expenses,  charges, and taxes
in connection with the recordation of this Lease, the short form of Lease or the
described memorandum.  If such a short form of this Lease is recorded,  upon the
termination  of this Lease,  Tenant shall execute,  acknowledge,  and deliver to
Landlord an instrument in writing  releasing  and  quitclaiming  to Landlord all
right,  title, and interest of Tenant in and to the Land arising from this Lease
or otherwise, all without cost or expense to Landlord.

        43.     WAIVER OF JURY TRIAL:
        -----------------------------

         Landlord  and Tenant  waive  trial by jury in any action or  proceeding
brought by either of the parties hereto against the other or on any counterclaim
in  respect  thereof on any  matters  whatsoever  arising  out of, or in any way
connected with, this Lease,  the  relationship of Landlord and Tenant,  Tenant's
use or occupancy of the  Improvements  and/or Land and/or any claim of injury or
damage under this Lease.


                                       25
<PAGE>


         AS WITNESS the hands and seals of the  parties  hereto the day and year
first above written.

ATTEST/WITNESS:                      TATE VETERANS HIGHWAY, LLC

_______________________________      By:_/S/ Creston G. Tate___________(SEAL)
                                     CRESTON G. TATE MANAGING MEMBER

                                                                  LANDLORD

                                                      COUNTY NATIONAL BANK


______________________________        By:_/S/ Jan W. Clark_____________(SEAL)
                                      JAN W. CLARK, PRESIDENT

                                                                  TENANT


STATE OF MARYLAND, COUNTY OF ANNE ARUNDEL, TO WIT:

         I HEREBY CERTIFY that on this _____ day of __________, 2003, before me,
a Notary  Public  of said  State,  personally  appeared  Creston  G.  Tate,  who
acknowledged  himself to be the person whose name is subscribed to the foregoing
instrument and  acknowledged  that he executed the same for the purpose  therein
contained under such Agreed.

         WITNESS my hand and Notarial Seal.
                                                   -----------------------------
                                                   Notary Public
My Commission Expires:________




                                       26
<PAGE>



STATE OF MARYLAND, COUNTY OF ANNE ARUNDEL, TO WIT:

         I HEREBY CERTIFY that on this _____ day of __________, 2003, before me,
a  Notary  Public  of  said  State,   personally  appeared  Jan  W.  Clark,  who
acknowledged  himself to be the person whose name is subscribed to the foregoing
instrument and  acknowledged  that he executed the same for the purpose  therein
contained under such Agreed.

         WITNESS my hand and Notarial Seal.
                                                   -----------------------------
                                                   Notary Public
                                                   My Commission Expires:______