Exhibit 10.6

                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT  AGREEMENT is made effective the 1st day April 2004,
by and between The  Avon-Dixon  Agency,  LLC (the  "Company") and Steven Fulwood
(the "Employee").

            WITNESSETH:  That for and in  consideration of the sum of One Dollar
($1.00), and other good and valuable consideration,  the receipt and sufficiency
of which are hereby  acknowledged by each of the parties, it is hereby agreed by
and between the parties as follows:

            1. Duties.  The Company  hereby  employs the Employee as a President
with such  duties as may be assigned to the  Employee  by the  President  of the
Company.  The Employee shall devote his or her full business time, attention and
energies to the performance of his or her duties hereunder,  which shall include
a minimum of forty (40) hours per week.  During the term of this Agreement,  the
Employee shall not be engaged in any other activity for compensation.

            2.  Compensation.   The  Employee  shall  receive   compensation  in
accordance with and as set forth in Schedule "A" attached hereto.

            3. Term.  The  employment of the employee shall commence on the date
of this Agreement and shall continue  until  otherwise  terminated in accordance
with Section 4 of this Agreement.

            4. Conditions of Termination.

              (a) This  Agreement may be  terminated  by either  party,  without
cause,  on thirty (30) days written notice to the other.  The Company shall have
the option to pay the  Employee  thirty  (30) days salary in lieu of his working
during the notice period. In any event, Employee shall be entitled to no further
compensation,  after the  expiration of thirty (30) days from the date of notice
or payment of thirty (30) days' compensation in lieu of such notice.

              (b) This Agreement may be terminated by the Company for any of the
following  reasons  without  prior notice and with no right to thirty (30) days'
compensation:

                  (i) Dishonesty by Employee;

                  (ii)  Commission  of a felony by Employee  with respect to the
Company's property or person;

                  (iii) Fraud by Employee;

                  (iv) Death of Employee; provided, however, that the provisions
of this  Agreement  applicable  to  Employee's  death shall be  performed by the
Company;

                  (v) [Intentionally deleted];

                  (vi) Failure by Employee to faithfully and diligently  perform
the  provisions  of  this  Agreement  or  the  usual  customary  duties  of  his
employment;

                  (vii)  Permanent  disability  of  Employee.  For the  purposes
hereof,  "permanent  disability"  shall be: (1)  Employee's  inability,  through
physical  or mental  illness or other  cause,  to perform  the  majority  of his
regular  duties for a period of one hundred  eighty (180) days or more;  (2) the
declaration by Employee that he is permanently disabled;  (3) a determination by
Employee's  personal physician that Employee is permanently  disabled;  or (4) a
determination by the Company's physician that Employee is permanently disabled;

                  (viii) The filing of a petition in  voluntary  or  involuntary
bankruptcy by or against the Company; or

                  (ix) A bona fide  determination  by the Company to discontinue
the business.

              (c) In the event of termination under (i) through (ix), inclusive,
of  subsection  (b)  hereof,  the  salary  due to  Employee  to the date of such
termination  shall be  considered  full  compensation  in payment for all claims
under  this  Agreement,  and  Employee  shall  not  be  entitled  to  any  other
compensation.  Upon termination, the Company shall have the night to deduct from
the amount due Employee, any amounts which the Employee owes the Company.

<PAGE>


            5.  Fringe  Benefits.  The  Company  shall  provide  the same fringe
benefits as are provided to other similarly  situated employees of the Company's
affiliate Shore Bancshares, Inc.

            6. Reimbursement of Expenses.

              (a)  The  Company  recognizes  that  Employee  may  incur  various
expenses, from time to time, for the Company's benefit and in furtherance of the
business. The Company agrees either to pay directly, advance sums to Employee to
be used for and/or to reimburse  Employee for expenses  authorized in advance by
the Company.

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

ATTEST:                             THE AVON-DIXON AGENCY, LLC



/s/ Kevin P. LaTulip                By: /s/ W. Moorhead Vermilye
--------------------------------        ----------------------------------------
                                        W. Moorhead Vermilye
                                        President/CEO of Shore Bancshares, Inc.,
                                        Member



 WITNESS:                           EMPLOYEE:


/s/ Kevin P. LaTulip                /s/ Steven Fulwood
--------------------------------    --------------------------------------------
                                    Steven Fulwood


                                       2
<PAGE>


                                   SCHEDULE A

Steven Fulwood - President - The Avon Dixon Agency LLC Elliott Wilson  Insurance
LLC (the "Agency")

Base Annual Pay - $211,000

Participation in Shore Bancshares, Inc. profit-sharing and 401(k) plan and other
company-wide benefits plans, as described in the package supplied to you.

Commission - payable on the [text deleted]  accounts on their next renewal after
your  employment  date.  Full annual  commission  estimated to be  approximately
$10,000.

A supplemental  retirement account funded by an annual contribution by the Aency
on your behalf of a minimum of $20,000 per year for 10 years.  The first payment
would be in the first quarter of 2005. You will be eligible to receive a revenue
stream  from  those  proceeds  any time you elect  after the  10-year  period of
employment  is  completed.  You  are not  eligible  for  payment  if you are not
employed by the Agency at the end of the ten-year period.

A gross bonus of $20,000  payable at the time of your initial  employment.  This
will offset a major portion of your  initiation  fee to join the Talbot  Country
Club by 12/31/04.  This  payment  recognizes  that  membership  will  facilitate
business  development  for the  Agency.  You will  refund the net amount of this
payment on a pro-rata  basis if at any time in the next 10 years you resign from
the Agency.

A bonus plan that would  begin in 2005 and be payable in 2006 that allows you to
participate  in excess  profits of the insurance  operations  beyond your annual
business plan.

Participation  as the  President of Insurance  Operations  in company  trips and
meetings.

Four weeks vacation.

                                      A-1