<PAGE>

                                   EXHIBIT 10
                                   ----------

                ASSET PURCHASE AND LIABILITY ASSUMPTION AGREEMENT
                -------------------------------------------------

     THIS ASSET PURCHASE AND LIABILITY ASSUMPTION AGREEMENT ("Agreement") is
made as of the 26/th/ day of September, 2001, by and between SGJ, Inc., a
Maryland corporation ("Buyer") and Penn Mar Bancshares, Inc., a Maryland
corporation ("Seller").

                                R E C I T A L S:
                                - - - - - - - -

     A.   Seller has purchased certain assets and incurred certain liabilities
in connection with the organization of a commercial bank.

     B.   Seller desires to sell its assets in consideration of the assumption
of certain of its liabilities.

     C.   Buyer desires to purchase Seller's assets in consideration of the
assumption of certain of its liabilities.

     NOW, THEREFORE, in consideration of the Recitals and of the mutual
covenants, conditions and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed as follows:

                                    ARTICLE I
                                PURCHASE AND SALE

     1.1. Purchase and Sale. At the Closing on the Closing Date, and upon all of
     the terms and subject to all of the conditions of this Agreement, Seller
     shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall
     purchase all of Seller's right, title and interest, both legal and
     equitable, in and to all assets including but not limited to contracts,
     equipment, leases, furniture and fixtures listed on Schedule 1.1
     ("Purchased Assets"):

     1.2. Assumption of Liabilities. At the Closing and on the Closing Date, and
     upon all of the terms and subject to all of the conditions of this
     Agreement, Buyer shall assume all responsibilities and liabilities for all
     and only the liabilities listed on Schedule 1.2.

     1.3. Closing.

          (a ) The meeting to finalize the transactions contemplated by this
     Agreement (the "Closing") shall take place at the offices of Ober, Kaler,
     Grimes & Shriver, P.C., 120 E. Baltimore Street, Baltimore, MD 21202, at
     such time and on such date as mutually agreed by the Buyer and Seller (the
     "Closing Date").

<PAGE>

     1.4. Non-Assumption of Liabilities. Buyer does not and shall not assume or
     become obligated to pay any debt, obligation or liability of any kind or
     nature of Seller, whether known or unknown, fixed or contingent not
     contained in Schedule 1.2.

     1.5. Risk of Loss. The risk of any material loss, taking, condemnation,
     damage or destruction of or to any of the Purchased Assets (collectively,
     "Events of Loss") prior to the Closing shall be upon Seller and the risk of
     all Events of Loss at or subsequent to the Closing shall be upon Buyer.

     1.6. Allocation of Purchase Price. Buyer and Seller agree that the Purchase
     Price shall be allocated as set forth in Exhibit "1.6" attached hereto.
                                              ------------
     Neither party shall, in connection with any tax return, any refund claim,
     any litigation or investigation or otherwise, take any position with
     respect to the allocation of the Purchase Price that is inconsistent with
     the manner of allocation provided in Exhibit "1.6."
                                          ------------
     1.7. Due Diligence Inspection. Buyer has made such examinations,
     inspections and investigations of the Purchased Assets as Buyer in its sole
     and exclusive discretion has deemed necessary and Buyer agrees to accept
     the Purchased Assets in such condition existing as of the date of such
     examinations, inspections, and investigations.

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer as follows:

     2.1. Organization. Seller is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Maryland.

     2.2. Power and Authority; Enforceability. Seller has full corporate power
     and authority to own, lease, and operate the Purchased Assets. Seller's
     execution, delivery and performance of this Agreement and all of the
     documents and instruments required hereby, and the consummation of the
     transactions contemplated hereby, have been duly authorized by the Seller's
     Board of Directors and no other corporate proceedings on the part of Seller
     are required to authorize the execution and delivery of this Agreement and
     the other documents required hereunder, or the consummation of the
     transactions contemplated hereby, except for the filing of Articles of
     Transfer, substantially in the form of Exhibit "2.2" attached hereto, with
                                            ------------
     the Maryland State Department of Assessments and Taxation ("SDAT"). This
     Agreement is, and the other documents and instruments required hereby will
     be, when executed and delivered by Seller, the valid and binding
     obligations of Seller, enforceable against Seller in accordance with their
     respective terms, subject only to bankruptcy, insolvency, reorganization,
     moratoriums or similar laws at the time in effect affecting the
     enforceability or rights of creditors generally, and by general equitable
     principles which may limit the right to obtain equitable remedies.

                                       2

<PAGE>

     2.3. Absence of Conflicting Agreements. Except as set forth on Schedule
                                                                    --------
     2.3, neither the execution, delivery or performance of this Agreement in
     ---
     accordance with its terms by Seller nor the consummation of the sale and
     purchase of the Purchased Assets or any other transaction contemplated by
     this Agreement, does or will, after the giving of notice, or the lapse of
     time or both, or otherwise:

          (a) Conflict with, result in a breach of, or constitute a default
          under the Charter, Bylaws or other organizational agreements or
          documents of Seller, or conflict with or result in a breach of any
          federal, state or local law, statute, ordinance, rule or regulation
          applicable to Seller, or any court of administrative order or process,
          or any contract, agreement, arrangement, commitment or plan to which
          Seller is a party and which relates to, the ownership or the Purchased
          Assets;

          (b) Result in the creation of any mortgages, liens, pledges,
          privileges, claims, rights, charges and security interests of any kind
          or nature (collectively, "Liens") upon any of the Purchased Assets;

          (c) Terminate, amend or modify, or give any party the right to
          terminate, amend, modify, abandon or refuse to perform any contract,
          agreement, arrangement, commitment or plan to which Seller is a party
          and which relates to the ownership of the Purchased Assets;

          (d) Require the consent, waiver, approval, permit, license, clearance
          or authorization of, or any declaration or filing with, any court or
          governmental or public agency, or other authority; or

          (e) Require the consent of any Person under any agreement, arrangement
          or commitment of any nature to which Seller is a party or bound, or by
          which the Purchased Assets are bound or subject.

     2.4. Title to Purchased Assets; Liens and Encumbrances. Except as set forth
     on Schedule 2.4, Seller owns good and marketable title to, or has valid
        ------------
     leasehold interests in, all of the Purchased Assets free and clear of any
     Liens.

     2.5. Equipment. Except as set forth on Schedule 2.5:
                                            ------------

          (a) Each material item of Equipment, necessary for or used in the
          operation of a business office and/or a commercial bank in the manner
          in which it has been and is currently operated, is in operating
          condition and repair, ordinary wear and tear.

                                       3

<PAGE>

     2.6. Intangible Property. Except as set forth on Schedule 2.6:
                                                      ------------

          (a) There are no claims, demands or proceedings instituted, pending
          or, to Knowledge of Seller, threatened by any third party pertaining
          to or challenging Seller's right to use any intangible property listed
          on Schedule 1.1;

          (b) To Knowledge of Seller, Seller is not infringing upon or otherwise
          acting adversely to any trademark, trade name, patent or copyright
          owned by a third party;

          (c) There are no royalty agreements between Seller and any third party
          relating to any intangible property;

          (d) The intangible property listed on Schedule 1.1 constitutes all of
          the material intangible and intellectual property interests and other
          intellectual property being transferred to Buyer;

          (e) Except for those matters that require consent to assignment listed
          on Schedule 3.3, Seller's right, title and interest in and to the
             ------------
          intangible property are fully assignable to Buyer without the consent,
          approval, or waiver of any Person.

     2.7. Leases. Except as set forth on Schedule 2.7:
                                         ------------

          (a) The Leases described on Schedule 1.1 constitute all of the lease
                                      ------------
          agreements between Seller and third parties;

          (b) Each of the Leases is in full force and effect and constitutes the
          legal and binding obligation of, and is legally enforceable against
          Seller, and to Knowledge of Seller, against each other party thereto
          in accordance with its terms; and

          (c) Except for the required third-party consents listed on Schedule
                                                                     --------
          2.7, Seller's right, title and interest in and to each of the Leases
          ---
          is assignable to Buyer without the consent, waiver or approval of any
          Person.

     2.8. No Litigation. Except as set forth on Schedule 2.8:
                                                ------------

          (a) To Knowledge of Seller there is no decree, judgment, order,
          investigation, litigation at law or in equity, arbitration proceeding
          or proceeding before or by any commission, agency or other
          administrative or regulatory body or authority, pending or threatened,
          to which Seller is a party or the Purchased Assets.

     2.9. Brokers. This Agreement, the sale and purchase of the Purchased
     Assets, and any other transaction contemplated by this Agreement were not
     induced or produced through any Person acting on behalf of or representing
     Seller as broker, finder, investment banker, financial advisor or in any
     similar capacity.

                                        4

<PAGE>
     2.10. Environmental Compliance.

           (a) To Knowledge of Seller, Seller has complied and is in material
           compliance with the rules and regulations of the Environmental
           Protection Agency and any other federal, state or local government
           authority with jurisdiction over environmental compliance and all
           applicable rules and regulations of federal, state and local laws,
           including statutes, regulations, ordinances, codes and rules, as
           amended, relating to the discharge of air pollutants, water
           pollutants or process waste water, or otherwise relating to the
           environment or Hazardous Materials or toxic substances including, but
           not limited to, the Federal Solid Waste Disposal Act, the Federal
           Clean Air Act, the Federal Clean Water Act, the Federal Resource
           Conservation and Recovery Act of 1976, the Federal Comprehensive
           Environmental Response, Compensation and Liability Act of 1980,
           regulations of the Environmental Protection Agency, regulations of
           the Nuclear Regulatory Agency, and regulations of any state
           department of natural resources or state environmental protection
           agency now or at any time hereafter in effect (collectively,
           "Environmental Laws").

           (b) Seller is not a party to any litigation or administrative
           proceeding and, to Knowledge of Seller, there is not any litigation
           or administrative proceeding threatened against it, which in either
           case (i) asserts or alleges that Seller violated any Environmental
           Laws with respect to the Leased Real Property, (ii) asserts or
           alleges that Seller is required to clean up, remove or take remedial
           or other response action due to the disposal, depositing, discharge,
           leaking or other release of any wastes, substances, or materials that
           are deemed hazardous, toxic, pollutants or contaminants, including
           without limitation, substances defined as "hazardous wastes,"
           "hazardous substances," "toxic substances," "radioactive materials,"
           or other similar designations in, or otherwise subject to regulation
           under, any Environmental Laws ("Hazardous Materials") at any leased
           real property utilized in connection with the operation of Seller or
           the organization of a commercial bank ("Leased Real Property") or
           (iii) asserts or alleges that Seller is required to pay all or a
           portion of the cost of any past, present or future cleanup, removal
           or remedial or other response action which arises out of or is
           related to the disposal, depositing, discharge, leaking or other
           release of any Hazardous Materials by Seller at the Leased Real
           Property.

           (c) To Knowledge of Seller, with respect to the period during which
           Seller occupied the Leased Real Property, and, with respect to the
           time before Seller occupied any Leased Real Property, no Person has
           caused or permitted Hazardous Materials to be stored, deposited,
           treated, recycled or disposed of on, under or at any Leased Real
           Property.

           (d) To Knowledge of Seller, there are not now, nor have there
           previously been, tanks or other facilities on, under, or at the
           Leased Real Property which contained any Hazardous Materials.

                                        5

<PAGE>

     2.11. Representation as of the Closing Date. Seller's representations and
     warranties set forth in this Agreement shall be true and correct as of the
     date of this Agreement and the Closing Date. All such representations and
     warranties shall survive the consummation of the transactions contemplated
     by this Agreement for a period of six (6) months.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller as follows:

     3.1.  Organization. Buyer is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Maryland.

     3.2.  Power and Authority; Enforceability. Buyer has full corporate power
     to purchase the Purchased Assets pursuant to this Agreement. Buyer's
     execution, delivery and performance of this Agreement and all of the
     documents and instruments required hereby, and the consummation of the
     transactions contemplated hereby, have been duly authorized by the Buyer's
     Board of Directors and no other corporate proceedings on the part of Buyer
     are required to authorize the execution and delivery of this Agreement and
     the other documents required hereunder, or the consummation of the
     transactions contemplated hereby. This Agreement is, and the other
     documents and instruments required hereby will be, when executed and
     delivered by Buyer, the valid and binding obligations of Buyer enforceable
     against Buyer in accordance with their terms, subject only to bankruptcy,
     insolvency, reorganization, moratoriums or similar laws at the time in
     effect, affecting the enforceability or right of creditors generally, and
     by general equitable principles which may limit the right to obtain
     equitable remedies.

     3.3.  Absence of Conflicting Laws and Agreements. Except as set forth on
     Schedule 3.3, neither the execution, delivery or performance of this
     ------------
     Agreement by Buyer, nor the consummation of the sale and purchase of the
     Purchased Assets or any other transaction contemplated by this Agreement,
     does or will, after the giving of notice, or the lapse of time, or
     otherwise:

           (a) Conflict with, result in a breach of, or constitute a default
           under, Buyer's Charter, Bylaws or other organizational agreements or
           documents of any type, or any federal, state or local law, statute,
           ordinance, rule or regulation, or any court or administrative order
           or process, or any material contract, agreement, arrangement,
           commitment or plan to which Buyer is a party or by which Buyer or its
           assets is bound;

           (b) Require the consent, waiver, approval, permit, license, clearance
           or authorization of, or any declaration or filing with, any court or
           governmental or public agency; or

                                       6

<PAGE>

          (c) Require the consent of any Person under any agreement, arrangement
          or commitment of any nature to which Buyer is a party or by which it
          is bound.

     3.4  Litigation. Buyer has no knowledge of any decree, judgment, order,
     investigation, litigation at law or in equity, arbitration proceeding or
     proceeding before or by any commission, agency or other administrative or
     regulatory body or authority, pending or threatened, to which Buyer is a
     party and which would prohibit or interfere with Buyer's ability to
     consummate the transactions contemplated by this Agreement.

     3.5  Representations and Warranties. Buyer's representations and warranties
     set forth in this Agreement shall be true and correct as of the date of
     this Agreement and the Closing Date. All such representations and
     warranties shall survive the consummation of the transactions contemplated
     by this Agreement for a period of six (6) months.

                                   ARTICLE IV
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER

     Each and every obligation of Buyer to be performed on the Closing Date
shall be subject to the satisfaction prior to or at the Closing of the following
express conditions precedent:

     4.1. Proceedings and Instruments Satisfactory. All proceedings and actions
     of Seller, its officers and individuals connected with Seller, necessary
     for corporate action to be taken in connection with the transactions
     contemplated by this Agreement, and all documents incident thereto, shall
     have been taken and shall be complete to the reasonable satisfaction of
     Buyer and Buyer's counsel, and Seller shall have made available to Buyer
     for examination the originals, or true and correct copies, of all documents
     which Buyer may reasonably request in connection with the transactions
     contemplated by this Agreement.

     4.2. Representations and Warranties. The representations and warranties
     made by Seller in this Agreement shall be true and correct in all material
     respects as of the Closing Date with the same force and effect as though
     such representations and warranties had been made on the Closing Date,
     except for changes permitted or contemplated by this Agreement.

     4.3. Deliveries at Closing. Seller will execute, or cause to be executed,
     and deliver to Buyer the following documents:

          (a) A Bill of Sale substantially in the form of Exhibit "4.3";
                                                          -------------

          (b) Articles of Transfer;

          (c) A copy of instruments evidencing any required consents, including,
          but not limited to, estoppel certificates, for leases or contracts;

                                       7

<PAGE>

          (d) The document indicating the agreed allocation of Purchase Price;
          and

          (e) A certificate of good standing of Seller issued not earlier than
          15 days prior to the Closing Date by the SDAT.


     If any of the conditions set forth in this Article IV have not been
satisfied, Buyer may, in its sole discretion, nevertheless elect to proceed with
the consummation of the transactions contemplated hereby.

                                    ARTICLE V
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

     Each and every obligation of Seller to be performed on the Closing Date
shall be subject to the satisfaction prior to or at the Closing of the following
express conditions precedent:

     5.1. Compliance with Agreement. Buyer shall have performed and complied in
     all material respects with all of its obligations under this Agreement
     which are to be performed or complied with by it prior to or at the
     Closing.

     5.2. Proceedings and Instruments Satisfactory. All proceedings and actions
     of Buyer, its officers and individuals connected with Buyer, necessary for
     corporate action to be taken in connection with the transactions
     contemplated by this Agreement, and all documents incident thereto, shall
     have been taken and shall be complete to the reasonable satisfaction of
     Seller and Seller's counsel, and Buyer shall have made available to Seller
     for examination the originals, or true and correct copies, of all documents
     which Seller may reasonably request in connection with the transactions
     contemplated by this Agreement.

     5.3. Representations and Warranties. The representations and warranties
     made by Buyer shall be true and correct in all material respects as of the
     Closing Date with the same force and effect as though such representations
     and warranties had been made on the Closing Date.

     5.4. Deliveries at Closing. Buyer will make the payments described in
     Section 1.4. Buyer will execute, or cause to be executed, and deliver to
     Seller the following documents:

          (a) The Bill of Sale;

          (b) Articles of Transfer; and

          (c) A certificate of good standing of Buyer issued not earlier than 15
          days prior to the Closing Date by the SDAT.

                                        8

<PAGE>

     If any of the conditions set forth in this Article V have not been
satisfied, Seller may nevertheless elect to proceed with the consummation of the
transactions contemplated hereby.

                                   ARTICLE VI
                           TERMINATION; MISCELLANEOUS

     6.1. Termination. This Agreement may be terminated and the transactions
     contemplated hereby may be abandoned at any time prior to the Closing Date,
     as follows:

          (a) By mutual written agreement of Seller and Buyer; or

          (b) By Buyer if any of the conditions set forth in Article IV of this
          Agreement shall not have been fulfilled by the Closing Date; or

          (c) By Seller if any of the conditions set forth in Article V of this
          Agreement shall not have been fulfilled by the Closing Date.

     6.2. Further Assurances. The parties hereto agree that they will from time
     to time execute and deliver any and all additional and supplemental
     documents, and do such other acts and things which may be necessary or
     desirable to effect the purposes of this Agreement, and the consummation of
     the transactions contemplated hereby.

     6.3. Entire Agreement; Amendment; Waiver. This Agreement and the documents
     required to be delivered pursuant hereto constitute the entire agreement
     between the parties pertaining to the subject matter hereof, and supersede
     all prior and contemporaneous agreements, understandings, negotiations and
     discussions of the parties, whether oral or written, and there are no
     warranties, representations or other agreements between the parties in
     connection with the subject matter hereof, except as specifically set forth
     herein. No amendment, supplement, modification, waiver or termination of
     this Agreement shall be binding unless executed in writing by the party to
     be bound thereby. No waiver of any of the provisions of this Agreement
     shall be deemed or shall constitute a waiver of any other provision of this
     Agreement, whether or not similar, unless otherwise expressly provided.

     6.4. Expenses; Taxes. Except as otherwise specifically provided herein,
     whether or not the transactions contemplated by this Agreement are
     consummated, each of the parties shall pay the fees and expenses of its
     respective counsel, accountants and other experts incident to the
     negotiation, drafting and execution of this Agreement and consummation of
     the transactions contemplated hereby. Additionally, Seller shall pay all
     sales, transfer, gains, and other taxes imposed as a result of consummation
     of the transactions contemplated herein.

     6.5. Benefit; Assignment. This Agreement shall be binding upon and inure to
     the benefit of and shall be enforceable by Buyer and Seller and their
     respective proper successors and assigns. This Agreement (and any rights,
     obligations or liabilities hereunder) may not be assigned or delegated in
     whole or in part by any party without the

                                       9

<PAGE>

     prior written consent of the other party; provided, however, either party
     may assign this Agreement to an entity wholly owned by such party, provided
     such party continues to be fully obligated hereunder.

     6.6. Confidentiality.

          (a) Buyer agrees that prior to Closing, Buyer and its respective
     agents and representatives shall not use for its or their own benefit
     (except when required by law, rule or regulation), and shall hold in strict
     confidence and not disclose, (i) any data or information relating to Seller
     or its affiliates, obtained from Seller or any of its officers, employees,
     agents or representatives in connection with this Agreement, or (ii) any
     data and information relating to the business, supporters, financial
     statements, conditions or operations of the Seller which is confidential in
     nature and not generally known to the public (clauses (i) and (ii)
     together, "Seller's Information"). If the transactions contemplated in this
     Agreement are not consummated for any reason, Buyer shall return to Seller
     all data, information and any other written material obtained by Buyer from
     Seller in connection with this transaction and any copies, summaries or
     extracts thereof, and shall refrain from disclosing any of Seller's
     Information to any third party or using any of Seller's Information for its
     own benefit or that of any other Person.

          (b) Seller agrees that Seller and its agents and representatives shall
     not use for its or their own benefit (except when required by law, rule or
     regulation and except for use in connection with their investigations and
     review of Buyer in connection with this Agreement), and shall hold in
     strict confidence and not disclose, (i) any data or information, relating
     to Buyer or its affiliates, obtained from Buyer or from any of its
     officers, employees, agents or representatives in connection with this
     Agreement, or (ii) any data and information relating to the business,
     supporters, financial statements, conditions or operations of the Buyer
     which is confidential in nature and not generally known to the public
     (clauses (i) and (ii) together "Buyer's Information"). If the transactions
     contemplated in this Agreement are not consummated for any reason, Seller
     shall return to Buyer all data, information and any other written material
     obtained by Seller from Buyer in connection with this transaction and any
     copies, summaries or extracts thereof, and shall refrain from disclosing
     any of Buyer's Information to any third party or using any of Buyer's
     Information for its own benefit or that of any other Person.

          (c) Notwithstanding any other provision to the contrary herein, the
     provisions of this Section 6.6 shall survive the termination of this
     Agreement.

     6.7. Counterparts; Headings. This Agreement may be executed in several
     counterparts, each of which shall be deemed an original, but such
     counterparts shall together constitute one and the same Agreement. This
     Agreement may be executed and delivered in counterpart signature pages
     executed and delivered via facsimile transmission, and any such counterpart
     executed and delivered via facsimile transmission shall be deemed an
     original for all intents and purposes. The Article and Section headings in
     this Agreement are inserted for convenience of reference only and shall not
     constitute a part hereof.

                                       10

<PAGE>

     6.8.  No Reliance. Except as provided herein:

           (a) No third party is entitled to rely on any of the representations,
     warranties or agreements of Buyer or Seller contained in this Agreement;
     and

           (b) Buyer and Seller assume no liability to any third party because
     of any reliance on the representations, warranties or agreements of Buyer
     and Seller contained in this Agreement.

     6.9.  Judicial Interpretation. Should any provision of this Agreement
     require judicial interpretation, the parties hereto agree that the court
     interpreting or construing the same shall not apply a presumption that the
     terms hereof shall be more strictly construed against one party by reason
     of the rule of construction that a document is to be construed more
     strictly against the party which itself or through its agent prepared the
     same, it being agreed that the agents of each party have participated in
     the preparation hereof. If any court determines that any provision of this
     Agreement is unenforceable in accordance with its terms, the provision
     shall be deemed to have been amended to the extent required to render it
     valid and enforceable, and such court is hereby authorized and directed to
     amend the provision to the extent, but only to the extent that, such court
     determines such amendment is necessary to make it valid and enforceable.

     6.10. Saturdays, Sundays and Legal Holidays. If the time period by which
     any acts or payments required hereunder must be performed or paid expires
     on a Saturday, Sunday or legal holiday, then such time period shall be
     automatically extended to the close of business on the next regularly
     scheduled business day.

     6.11. Governing Law. This Agreement shall be construed and interpreted
     according to the laws of the State of Maryland, without regard to the
     conflict of law principles thereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                 "BUYER"

                                 SGJ, INC.


                                 By: /s/ J. Geoffrey Sturgill
                                     ------------------------
                                 Name: J. Geoffrey Sturgill
                                       --------------------
                                 Title: President
                                        ---------

                                       11

<PAGE>
                                      "SELLER"

                                      PENN MAR BANCSHARES, INC.


                                      By: /s/Ronald Krablin, M.D.
                                          ----------------------
                                      Name: ____________________________________
                                      Title: ___________________________________

                                       12