EXHIBIT 10.5

                     LEASE DATED NOVEMBER 21, 2002, BETWEEN
                        THE BANK AND MARLBORO PLAZA, INC.


<PAGE>
     THIS  LEASE  ("Lease"), made effective the 21 day of November, 2002, by and
between  MARLBORO  PLAZA,  INC.  ("Landlord");  an EASTON BANK AND TRUST COMPANY
("Tenant").

     WHEREAS,  Landlord  is  the owner of certain property known as Building #1,
Lot  5,  Marlboro  Plaza  located  on  Marlboro  Road  in  Easton, Maryland (the
"Building") and a parking lot with ingress and egress thereto, and other related
improvements, as more particularly described in Exhibit "A" attached hereto (the
"Property");  and

     WHEREAS,  Tenant  desires  to lease approximately one thousand four hundred
(1,400)  square  feet in the Building and Landlord is willing to lease to Tenant
such  space  on  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  WITNESSETH,  that  for  and  in  consideration  of  the
performance  of the covenants and agreements hereinafter set forth, Landlord and
Tenant  hereby  agree  as  follows:

1.   PREMISES
     --------

     Landlord  shall  lease  to  Tenant,  and Tenant shall accept from Landlord,
certain  space containing approximately one thousand four hundred (1,400) square
feet  in  the  Building,  as  more particularly shown and outlined in red on the
plans  of  the  Building  attached  hereto  as Exhibit "B", which space shall be
improved  by Landlord in accordance with the specifications set forth on Exhibit
"C"  attached  hereto  (the  "Improvements"),  together  with  all  the  rights,
easements,  ways,  waters,  utilities, privileges and appurtenances, of whatever
kind and nature, appertaining thereto ("Leased Premises").  The Improvements are
to  be  completed  by  February  1,  2003  (the  "Projected  Completion  Date").

2.   TERM
     ----

     2.1.     The  initial  term  ("Initial  Term") of this Lease shall be for a
period  of  five (5) years which shall commence on the Projected Completion Date
and terminate on the date which is five (5) years after the date of commencement
of  the  Initial  Term,  unless  Landlord's  completion  of  the Improvements in
accordance with Exhibit C is delayed by the occurrence of any act or event which
is  beyond  the control of Landlord, in which case the commencement date for the
Initial  Term  shall be determined in accordance with the terms of Paragraph 2.2
below.

     2.2.     If  the  Leased  Premises  are  not  ready  for  occupancy  by the
Projected Completion Date of the Initial Term, then the term of this Lease shall
commence  on  the  first  to  occur  of  the  following  events:

          (a)     The  date  that  Tenant  occupies  the  Leased  Premises;  or

          (b)     Fifteen  days  after the date on which (i) Landlord shall have
notified  Tenant  in  writing  that  Landlord's work has been completed save for
minor  punch  list  items which do not interfere with Tenant's use of the Leased
Premises;  and  (ii)  Landlord  has  substantially  completed  the  Improvements


<PAGE>
specified  in  Exhibit  "C"  to  be  provided by Landlord to the Leased Premises
except  for  minor  punch list items which do not interfere with Tenant's use of
the  Leased  Premises.  Provided,  however,  that  if  Landlord  has  failed  to
substantially  complete  the  Improvements by February 1, 2003, except for minor
punch  list items, Tenant, as its sole remedy, may elect to cancel this Lease by
giving  Landlord  written  notice  of such election to cancel by March 15, 2003.

     2.3.     The term "lease year" as used in this Lease shall mean a period of
twelve  (12) full consecutive calendar months.  The first lease year shall begin
on  the date of commencement of the term hereof if that date is the first day of
a  calendar month; if not, then the first lease year shall commence on the first
day  of  the  calendar month next following the date of commencement of the term
hereof.  Each  succeeding lease year shall commence upon the anniversary date of
the  first  lease  year.

     2.4.     Landlord  agrees  that  if  Tenant  is  not  in  default  in  the
performance  of  any  of the covenants, conditions and agreements of this Lease,
Tenant  shall  have,  and is hereby granted, an option to renew the term of this
Lease  for  an  additional  period  of  five  (5)  years  ("Renewal  Term").

          (a)     The  Renewal  Term  shall  be  on  the  same terms, covenants,
conditions,  provisions  and agreements as set forth herein for the Initial Term
and  shall commence immediately on the expiration of the Initial Term; provided,
however, that during the Renewal Term, Tenant shall pay base rent to Landlord in
the  amount  set  forth  in  Paragraph  3.2.

          (b)     Tenant shall exercise its option to renew this Lease by giving
written  notice  to Landlord of such election at least ninety (90) days prior to
the  expiration  of  the  Initial  Term.

3.   RENT
     ----

     3.1.     During  each  lease year of the Initial Term, Tenant covenants and
agrees  to  pay  Landlord  for  the  use  of  the Leased Premises the following:

     Lease Year  Annual Base Rent   Monthly Installment
     ----------  -----------------  -------------------

     First       $       21,600.00  $          1,800.00
     Second      $       21,600.00  $          1,800.00
     Third       $       22,896.00  $          1,908.00
     Fourth      $       22,896.00  $          1,908.00
     Fifth       $       22,896.00  $          1,908.00

     During  the  Renewal  Term,  if  any,  Tenant  covenants  and agrees to pay
Landlord  for  the  use  of  the  Leased  Premises  the  following:

     Increased annually by the CPI Rate.

     Base CPI 2/03.


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<PAGE>
     The  annual  base  rent  shall  be  paid  in equal monthly installments, in
advance  on the first day of each calendar month.  If the term shall commence on
a  day  other than the first day of a calendar month, then the base rent payable
in  advance  for such fraction of a month until the beginning of the first lease
year  shall  be  the  monthly  base  rent  prorated  on  a  daily  basis.

     3.3.     In  addition to annual base rent, Tenant covenants to pay Landlord
as  additional  rent  Landlord's  cost  of  the Improvement plus fifteen percent
(15%),  which amount shall be amortized over the Initial Term of five years with
interest  at  Landlord's  cost of borrowing the funds for such Improvements (the
"Improvement  Costs").  Tenant shall pay Landlord the Improvement Costs in sixty
(60)  equal  monthly installments on the first day of each calendar month of the
Initial  Term.  Based  on  a  10  year  Amortization.

     3.3.     Tenant  covenants  to pay, without demand, abatement, deduction or
setoff,  the  annual  base  and additional rent provided for herein, and, in the
event of any nonpayment thereof, Landlord shall have all the rights and remedies
provided  for  herein  or  by  law.

4.   INTENTIONALLY DELETED.
     ---------------------

5.   USE OF LEASED PREMISES BY TENANT
     --------------------------------

     5.1.     The  Leased  Premises  shall be used and occupied by Tenant solely
for  use  as  an  office,  unless  otherwise  expressly agreed to by Landlord in
writing.

     5.2.     Tenant,  shall  at  all  times  use the Leased Premises in a safe,
careful,  proper  and  prudent manner and shall, at its expense, comply with all
Federal,  State  and  local  laws,  ordinances,  orders, rules, regulations, all
agreements  and  covenants  of  public  record  pertaining  to the Property, the
Building  or  the  Leased  Premises  now  or  hereafter  in  force  and  all
recommendations  of the Fire Underwriters Rating Bureau, with respect to the use
or  occupancy  of  the  Leased  Premises.

     5.3.     Tenant  shall not permit any use to be made of the Leased Premises
that  shall  increase.  the  then existing rates of fire and liability insurance
upon  the  Building  or that shall prevent Landlord from obtaining liability and
"All  Risk"  insurance  for the Property and the Building.  Tenant shall, at its
sole  cost,  comply  with  all  reasonable requirements pertaining to use of the
Leased  Premises  which are required by the "All Risk" insurance carrier and the
liability carrier of Landlord.  If by reason of failure of Tenant to comply with
this  Paragraph  any rates of the above-mentioned insurance coverages applicable
to  the  Building shall at any time be higher than they otherwise would be, then
Tenant  shall  pay  to Landlord on demand as additional rent the amount by which
the  insurance  premiums  have  been  increased  by  such failure on the part of
Tenant.

     5.4.     Tenant,  at  its  expense,  shall  obtain all licenses and permits
which  may  be  required  to use and occupy the Leased Premises for the purposes
hereinabove  provided.

     5.5.     Tenant shall not commit or permit any nuisance in the use  of  the
Leased  Premises,  nor  shall Tenant disturb the peaceful and quiet enjoyment of
any  other  tenant  in  the  Building.


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<PAGE>
     5.6.     The Rules and Regulations appended to this Lease are hereby made a
part  of  this  Lease  and  Tenant's  failure to keep and observe said Rules and
Regulations  shall  constitute a breach of the terms of this Lease in the manner
as  if the same were contained herein as covenants.  Landlord reserves the right
from  time  to  time  to add to, amend or supplement said Rules and Regulations.

6.   COMMON  AREAS  AND  FACILITIES
     ------------------------------

     6.1.     All  automobile  parking  areas,  driveways,  entrances  and exits
thereto, and other facilities furnished by Landlord in or near the Improvements,
including  pedestrian  sidewalks  and  ramps, landscaped areas, common hallways,
electrical,  lighting,  ventilating,  heating,  plumbing  and  air  conditioning
systems and equipment, and other areas and improvements provided by Landlord for
the  general  use  or  benefit  in  common  of  tenants, their officers, agents,
employees  and customers (collectively the "Common Areas and Facilities"), shall
at all times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time to establish, modify and enforce
reasonable  rules  and  regulations  with  respect  to  all facilities and areas
mentioned  in  this  Paragraph.  Landlord  will  operate and maintain the Common
Areas  and  Facilities in such manner as Landlord, in its sole discretion, shall
determine  from  time  to  time.

     6.2     All  Common  Areas  and  Facilities not within the Leased Premises,
which  Tenant  may  be  permitted to use and occupy, are to be used and occupied
under  a  revocable  license;  and  if  the  amount of such areas be diminished,
Landlord  shall  not be subject to any liability nor shall Tenant be entitled to
any  compensation  or diminution or abatement of rent, nor shall such diminution
of  such  areas  be  deemed constructive or actual eviction, so long as any such
diminution  of  the  Common  Areas  and Facilities does not substantially impair
Tenant's  use  and  enjoyment  of  the  Leased  Premises.

7.   UTILITIES
     ---------

     Tenant  shall  bear,  pay and discharge the cost for all utility, water and
sewer  services  rendered or furnished to the Leased Premises including, without
limitation,  heat,  ventilating,  air  conditioning,  water (whether by meter or
sub-meter),  gas,  electricity,  telephone  and trash removal, together with all
taxes,  levies  or  other  charges  on  such  services.

8.   SIGNS,  ETC.
     ------------

     Tenant,  at  Tenant's  cost  and expense, shall place a sign which shall be
lighted  from  the  interior of such sign in the space provided for it along the
top,  front  of  the Leased Premises.  The design, color and construction of the
sign  and  its  placement shall be subject to Landlord's approval.  Tenant shall
not place or permit to be placed any other signs, lights, awnings or poles in or
about  the  Leased  Premises without the prior written approval of Landlord and,
Tenant  agrees  to  maintain  all  such signs, lights, awnings and poles in good
condition,  order  and repair and to remove the same prior to the termination of
this  Lease.  Landlord  reserves the right to remove said signs, lights, awnings
and poles whenever the same shall constitute a safety hazard or a potential harm
to  the  Leased  Premises.


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<PAGE>
9.   TRADE  FIXTURES  AND  EQUIPMENT
     -------------------------------

     Any  trade  fixtures  and  equipment  installed  by Tenant shall be of good
quality  and  maintained  by it in good condition, order and repair.  Such trade
fixtures and equipment shall be removable by Tenant provided there is no default
under  the terms of this Lease, such trade fixtures and equipment can be removed
without substantial damage to the Leased Premises and that Tenant repairs at its
own  cost  all  damage  caused  by  the  removal.  Removal  must be prior to the
termination  of  this  Lease and Tenant agrees to restore the Leased Premises to
its  condition  at  the  commencement  of  this  Lease.  All  trade fixtures and
equipment  on  the  Leased Premises shall be subject to Landlord's lien for rent
and  other  charges.

10.  ALTERATIONS,  REPLACEMENTS  AND  IMPROVEMENTS
     ---------------------------------------------

     10.1.     Tenant  shall  not make any exterior alterations, replacements or
improvements  to  the  Leased  Premises.  Tenant  shall  not,  without the prior
written  approval  of Landlord, install or permit to be installed any fixture or
improvement  or make any interior alterations, replacements or improvements upon
the  Leased Premises.  Tenant shall present to Landlord plans and specifications
for  such  work  at  the  time approval is sought and, when approval is granted,
shall  cause  all work to be done according to said plans and specifications and
in compliance with all codes, ordinances, rules and regulations of any authority
(including  the  Board  of Fire Underwriters).  All such work shall be done in a
good and workmanlike manner and shall not impair the structural stability of the
Leased  Premises.  The  cost  of  such  approved work or of repair of any damage
resulting  from  any  such  approved  work  shall  be  borne  by  Tenant.

     10.2.     Any  such  interior  alterations,  replacements  and improvements
shall  become the property of Landlord as soon as they are affixed to the Leased
Premises  and  all right, title and interest therein of Tenant shall immediately
cease,  unless  otherwise agreed to in writing by Landlord.  Landlord shall have
the  sole  right  to  collect any insurance for damage of any kind to any of the
alterations,  replacements  and  improvements placed upon the Leased Premises by
Tenant.

     10.3     Landlord  shall  have the right to require that all or any part of
such alterations, replacements and improvements shall be removed by Tenant prior
to  the  termination of this Lease, in which event such removal shall be done at
Tenant's  expense,  and  Tenant  shall, at its expense, repair any damage to the
Leased  Premises  caused  by  such  removal.

     10.4.     Tenant shall promptly pay all contractors and materialmen working
on  the  Leased  Premises  with  respect  to  any  alterations, replacements and
improvements.

11.  MAINTENANCE OF LEASED PREMISES
     ------------------------------

     11.1.     Prior  to  occupying  the  Leased  Premises,  Tenant  shall  have
inspected  the  Leased  Premises  and  the  improvements  and  equipment located
thereon,  and  by  occupying  the  Leased  Premises  shall agree that the Leased


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<PAGE>
Premises,  the improvements and equipment are acceptable to Tenant in their then
present condition.  Further, Tenant shall accept the Leased Premises "as is" and
agrees  that  Landlord  does  not  have  any  obligation  whatsoever to make any
improvements,  repairs,  replacements,  alterations, additions or betterments to
the Leased Premises.  During the Initial Term and any Renewal Term, Tenant shall
be  responsible  for  procuring,  at  Tenant's  expense,  a  Collier's
service/maintenance  contract  for the heating, ventilating and air conditioning
systems for the Leased Premises.  Tenant shall be responsible for all repairs to
such  systems  up  to Six Hundred Dollars ($600.00) per lease year; any costs in
excess  of  Six Hundred Dollars ($600.00) per lease year shall be the Landlord's
responsibility.

     11.2.     Tenant shall maintain the Leased Premises in a clean, orderly and
sanitary  condition,  free of insects, rodents, vermin and other pests, and will
not  permit  undue  accumulations  of  garbage, trash, rubbish and other refuse.

     11.3.     Tenant  shall  upon  the  termination of this Lease surrender the
Leased  Premises  to Landlord in the same order and condition as received at the
commencement  of  this Lease, reasonable wear and tear and damage by unavoidable
casualty  excepted,  and  shall  surrender  all  keys for the Leased Premises to
Landlord.

12.  LIENS OR ENCUMBRANCES
     ---------------------

     Tenant shall not permit the Leased Premises or any fixtures or improvements
thereon  to  become  subject  to any lien, charge or encumbrance whatsoever, and
shall  indemnify  Landlord  against  all  such  liens, charges and encumbrances.
Should  any  lien  or  encumbrance  be placed against the Leased Premises or any
fixtures  or  improvements  thereon,  Tenant  shall  notify Landlord of such and
promptly  discharge  the  same.

13.  CONTENTS/PERSONAL  PROPERTY  INSURANCE
     --------------------------------------

     Tenant  shall  carry insurance on all of its contents and personal property
located on the Leased Premises.  Tenant covenants and agrees that said insurance
shall  include  protection against all the hazards covered by the broad Fire and
Extended  coverage  form  of  insurance policy for said property and shall be in
amounts  which, in the event of damage or destruction, will yield funds adequate
to  fully  compensate  Tenant  for  its loss.  Tenant shall cause such insurance
policy or policies to be written in such a manner as to provide that the insurer
waives  all  right  of  recovery  by  way  of  subrogation  against  Landlord in
connection with any loss or damage covered thereunder.


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<PAGE>
14.  INDEMNITY
     ---------

     Tenant  shall indemnify and save harmless Landlord against and from any and
all  losses,  costs,  damages  or expenses arising out of any accidents or other
occurrence,  causing  injury to any person or property whomsoever or whatsoever,
and  due  directly  or  indirectly  to  Tenant's  use or occupancy of the Leased
Premises,  or  any  part  thereof.

15.  NON-LIABILITY  OF  LANDLORD
     ---------------------------

     15.1.     Landlord shall not be liable for any personal injury to Tenant or
its  officers,  agents  and  employees, or to any occupant, invitee, licensee or
user  of  any  part  of  the  Leased  Premises.

     15.2.     All  property  on  the  Leased  Premises  shall  be and remain at
Tenant's  sole  risk and Landlord shall not be liable for any damage to property
of  Tenant  or  of others located on the Leased Premises, nor for the loss of or
damage  to  any property of Tenant or of others by theft or otherwise.  Landlord
shall  not  be liable to Tenant for and Tenant shall hold Landlord harmless from
and  indemnify  Landlord  against any claims arising from damage to any property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
flood,  air  pollution, rain, snow or leaks from any part of the Leased Premises
or  from  the  pipes,  appliances  or  plumbing  works or from the roof, street,
sub-surface  or  from  any  other  place or by dampness or by any other cause of
whatsoever  nature.

16.  CASUALTY
     --------

     If any or all of the Leased Premises is damaged or destroyed, then Landlord
shall have the option to either terminate this Lease or to make such repairs and
improvements  as  shall  be  necessary  to  restore the Leased Premises so as to
permit Tenant to carry on its business to substantially the same extent and with
substantially  the same efficiency as before the occurrence of the damage.  Such
option shall be exercised by Landlord's written notice to Tenant within ten (10)
days  after  the  date  on  which  the  damage  occurred.  If  the  election is:

          (i)     To  restore  the  Leased  Premises,  such restoration shall be
completed  by  Landlord, at its expense, as promptly as reasonably possible (due
allowance being made for the time taken for the settlement of insurance claims),
and  during  the restoration period Tenant's liability for rent shall be reduced
by a percentage equal to the area of the building portion of the Leased Premises
rendered  unsuitable  for  the  normal  operation  of  Tenant's  business.

          (ii)     To  terminate  this  Lease,  the  rent and other sums payable
hereunder  shall  be  prorated and adjusted between Landlord and Tenant on a per
diem  basis  to  the  date  of the occurrence of the damage and, upon receipt of
payment  by  the  party  due  to be paid under such adjustment, this Lease shall
terminate  with  no  further obligations, rights or duties surviving between the
parties  hereto  except  as  otherwise  specifically  provided  for  herein.


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<PAGE>
17.  CONDEMNATION
     ------------

     17.1.     If  any or all of the Leased Premises is taken by eminent domain,
condemnation  or public authority ("Condemnation"), then Landlord shall have the
option  to  either terminate this Lease or to make such repairs, restoration and
improvements  as shall be necessary to make the remainder of the Leased Premises
adequate  to  permit  Tenant  to carry on its business to substantially the same
extent  and  with  substantially the same efficiency as before the Condemnation.
Such option shall be exercised by Landlord's written notice to Tenant within ten
(10) days after the date on which Tenant is required to yield possession of that
portion  of  the  Leased Premises taken by the Condemnation or the title thereto
vests  in  the  condemning authority, whichever event shall first occur.  If the
election  is:

          (a)     To  restore  the  Leased  Premises,  such restoration shall be
completed  by  Landlord, at its expense, as promptly as reasonably possible (due
allowance  being  made  for  the  time taken for the payment of the condemnation
award),  and  during  the  restoration period and for the balance of the term of
this Lease Tenant's liability for rent shall be reduced by a percentage equal to
the  area of the Leased Premises rendered unsuitable for the normal operation of
Tenant's  business.

          (b)     To  terminate  this  Lease,  the  rent  and other sums payable
hereunder  shall  be  prorated and adjusted between Landlord and Tenant on a per
diem  basis  to  the  date  Tenant is required to yield possession of the Leased
Premises  or the title to the Leased Premises vests in the condemning authority,
whichever event shall first occur, and, upon receipt of payment by the party due
to  be  paid  under  such  adjustment, this Lease shall be null and void with no
further  obligations,  rights  or  duties  surviving  between the parties hereto
except  as  otherwise  specifically  provided  for  herein.

     17.2.     In  the  event  of a Condemnation or taking as aforesaid, whether
whole or partial, Tenant shall not be entitled to any part of the award paid for
such  Condemnation, except as hereafter provided, and Landlord shall be entitled
to  receive  the  full amount of such award, Tenant hereby expressly waiving any
right  or  claim  to any part thereof.  Although all damages in the event of any
Condemnation  shall  belong  to  Landlord  whether  such  damages are awarded as
compensation  for  diminution  in  value  of  the leasehold or to the fee of the
Leased  Premises,  Tenant  shall  have  the  right to claim and recover from the
condemning  authority,  but  not  from  Landlord,  such  compensation  as may be
separately  awarded or recoverable by Tenant in Tenant's own right on account of
any and all damage to Tenant's business by reason of the Condemnation and for or
on account of any leasehold improvements installed by Tenant, at its expense, on
the Leased Premises or any cost or loss which Tenant might incur in removing and
relocating  Tenant's  merchandise,  furniture,  fixtures  and  equipment.

18.  RIGHT  TO  PERFORM
     ------------------

     If  Tenant  shall  at any time fail to pay any amount or perform any of its
covenants  and  agreements  in  accordance  with  the  provisions of this Lease,
Landlord  may cure such default on behalf of Tenant, in which event Tenant shall
reimburse  Landlord  all  sums  paid to effect such cure, together with interest
thereon  at  per  annum rate equal to the prime rate of interest reported by the


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<PAGE>
Wall  Street  Journal  on the first day of each month, during which any sums are
owing by Tenant pursuant to this Paragraph 18, plus two percent (2%) until paid.
In  order  to  collect such reimbursement Landlord shall have all the rights and
remedies available under this Lease or by law in the case of nonpayment of rent.
Landlord  shall  have  no liability to Tenant from any loss or damages resulting
from  Landlord's  action  hereunder.

19.  ACCESS  TO  LEASED  PREMISES
     ----------------------------

     Landlord  reserves  the  right  to  enter  upon  the Leased Premises at all
reasonable  hours  for the purpose of inspecting the same and to remedy defaults
by  Tenant  in the maintenance of the Leased Premises.  The exercise by Landlord
of  any  rights  under  this  Paragraph  shall  not  be  deemed  an  eviction or
disturbance  of  Tenant's  use  and  possession  of  the  Leased  Premises.

20.  ASSIGNMENT  AND  SUBLETTING
     ---------------------------

     Tenant  shall  not assign this Lease in whole or in part, nor sublet all or
any  part  of  the Leased Premises, nor permit others to use the Leased Premises
without  the  prior  written  consent  of  Landlord.  Consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for such
consent  to  any  subsequent assignment or subletting.  This prohibition against
assigning  or  subletting  without  consent  shall  apply  to  any assignment or
subletting  by  operation  of  law.  If this Lease is assigned, or if the Leased
Premises  or any part thereof is sublet or occupied by anyone other than Tenant,
Landlord  may  collect  rent and other sums payable hereunder by Tenant from the
assignee,  subtenant  or occupant and apply the net amount collected to the rent
and  other  sums  payable  hereunder herein reserved, provided, however, no such
assignment, subletting, occupancy or collection shall be deemed a waiver of this
covenant or the acceptance of the assignee, subtenant or occupant as tenant or a
release  of  Tenant  from  the further performance by Tenant of covenants on the
part  of  Tenant  herein contained.  Notwithstanding any assignment or sublease,
Tenant  shall  remain  fully liable on this Lease and shall not be released from
performing  any  of  the  terms,  covenants  and conditions of this Lease unless
released  in  writing  by  Landlord.  Landlord  will  not  unreasonably withhold
approval  of  sublease.

21.  SUBORDINATION OF LEASE
     ----------------------

     Tenant  agrees that this Lease is, and shall be, subject and subordinate to
the  lien  of  any  bona fide mortgages or deeds of trust that may now or at any
time  hereafter  be  placed  against the Leased Premises.  Tenant agrees, at any
time  hereafter,  on  demand,  to  execute  any  instruments,  releases or other
documents  that  may  be  required by Landlord for the purpose of subjecting and
subordinating  this  Lease  to  the  lien of any such mortgage or deed of trust,
whether  original or substituted, provided the terms of such mortgages, deeds of
trust,  instruments, releases or other documents do not modify the terms of this
Lease.

22.  TENANT ESTOPPEL CERTIFICATE
     ---------------------------

     At  anytime, upon the written request of Landlord or any Mortgagee, Tenant,
within  twenty  (20) days of the date of such written request, agrees to execute
and  deliver  to  Landlord  and/or  such Mortgagee, without charge and in a form


                                        9
<PAGE>
satisfactory  to  Landlord  and/or  such  Mortgagee,  a  written statement:  (a)
ratifying  this  Lease;  (b) confirming the commencement and expiration dates of
the Term of this Lease; (c) certifying that Tenant is in occupancy of the Leased
Premises  and  that  the  Lease  is  in  full  force and effect and has not been
modified,  assigned, subleased, supplemented, or amended except by such writings
as shall be stated; (d) certifying that all conditions and agreements under this
Lease to be satisfied or performed by Landlord have been satisfied and performed
except  as shall be stated; (e) certifying that Landlord is not in default under
the Lease and there are no defenses, set-offs, recoupments, and/or counterclaims
against  the  enforcement  of  this  Lease by Landlord, or stating the defaults,
defenses,  set-offs,  recoupments,  and/or counterclaims, claimed by Tenant; (f)
reciting  the  amount  of  advance  Rent, if any, paid by Tenant and the date to
which  such  Rent  has  been paid; (g) reciting the amount of security deposited
with  Landlord,  if any; and (h) containing any other information which Landlord
or  the  Mortgagee  shall  require.

     The  failure  of  Tenant  to  execute, acknowledge, and deliver to Landlord
and/or  any  Mortgagee  a  statement  in  accordance with the provisions of this
Paragraph  within the period set forth herein shall constitute an acknowledgment
by Tenant which may be relied upon by any person holding or intending to acquire
any  interest whatsoever in the Property or the Leased Premises, that this Lease
has  not  been  assigned,  amended,  changed,  or modified, is in full force and
effect, and that the Rent has been duly and fully paid not beyond the respective
due  dates  immediately  preceding  the  date of the request for such statement.
Such  failure  shall  also constitute as to any persons entitled to rely on such
statements  a  waiver  of  any  defaults  by  Landlord  or  defenses,  set-offs,
recoupments,  or counterclaims against the enforcement of this Lease by Landlord
which  may  exist  prior  to  the  date  of  the  written  request.

23.  DELETED.

24.  TENANT'S DEFAULT
     ----------------

     24.1.     The following shall be deemed a default by Tenant under the terms
of  this  Lease (each of which shall be referred to individually as an "Event of
Default"  and  collectively  as  "Events  of  Default").

          (a)     Failure  by  Tenant  to  pay the base rent and additional rent
within  five  (5)  days  of  when  due.

          (b)  -  (g)  Deleted

          (h)     The abandonment of the Leased Premises by Tenant or permitting
this  Lease  to  be  taken  under  a  writ  of  execution.

          (i)     Failure  by  Tenant  to  perform  any  other  term,  covenant,
agreement or condition of this Lease on the part of Tenant to be performed for a
period  of  ten  (10)  days  after written notice thereof by Landlord to Tenant.


                                       10
<PAGE>
     24.2.     Upon  the occurrence of an Event of Default, Tenant shall forfeit
its  security  deposit,  if  any,  and Landlord shall, at its election, have the
immediate  right  of  re-entry to the Leased Premises and may remove all persons
and  property from the Leased Premises using such force as may be necessary, all
without service of notice or resort to legal process and without being guilty of
trespass  or  becoming  liable  for  any  loss or damage which may be occasioned
thereby.  Any  property  removed from the Leased Premises and stored in a public
warehouse  or  elsewhere  shall be at the cost of and for the account of Tenant.
Landlord  acknowledges  this  Lease  is  subject to all FDIC and Federal Reserve
Regulations  in  effect  at  time  of  default.

     24.3.     Should  Landlord elect to re-enter, as herein provided, or should
it  take  possession  pursuant  to  legal  proceedings or pursuant to any notice
provided  for  by law, it may either terminate this Lease or it may from time to
time without terminating this Lease, make such alterations and repairs as may be
necessary  in  order  to  relet the Leased Premises or any part thereof for such
term  or terms (which may be for a term extending beyond the term of this Lease)
and  at  such  rent  and upon such terms and conditions as Landlord, in its sole
discretion,  may deem advisable.  Upon each such reletting all rents received by
Landlord  from  such  reletting  shall  be applied, first, to the payment of any
indebtedness  other  than  rent  and  other  sums  due  hereunder from Tenant to
Landlord;  second,  to  the  payment of any costs and expenses of such reletting
including  brokerage  fees and attorney's fees and costs of such alterations and
repairs  deemed by Landlord to be necessary for reletting; third, to the payment
of  rent and other sums due and unpaid hereunder, and the residue, if any, shall
be held by Landlord and applied in payment of future rent as the same may become
due  and  payable  hereunder.  If  the  monthly  rents  to be received from such
reletting  are  less than the monthly rents to be paid by Tenant hereunder, then
Tenant  shall  pay  such  deficiency  to  Landlord.  Such  deficiency  shall  be
calculated  and  payable  at  the  time of the reletting, with Tenant paying the
difference  between any amounts due and payable under this Lease for the balance
of  the term hereof, including this Paragraph 24.3, and the amount of total rent
which  will  be  received  during the balance of the term of this Lease from the
subletting.  No such re-entry or taking of the Leased Premises by Landlord shall
be construed as an election on its part to terminate this Lease unless a written
notice  of  such  intention  is  given  by  Landlord  to  Tenant  or  unless the
termination  hereof  is  decreed  by  a  court  of  competent  jurisdiction.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter  elect to terminate this Lease for any breach and, in addition to any
other  remedies it may have, it may recover from Tenant all damages it may incur
by  reason  of such breach, including the cost of recovering the Leased Premises
and  attorney's  fees, all of which amounts shall be immediately due and payable
by  Tenant  to  Landlord.  Within  one (l) month after the date originally fixed
herein  for  the  expiration  of  the  term of this Lease, Landlord shall give a
written  statement  to  Tenant  showing  all sums received by Landlord by way of
damages,  claims  and  rents  from  Tenant  and  from  others to whom the Leased
Premises may have been relet, and all expenses incurred by Landlord with respect
to securing said damages, claims, rents and reletting.  In the event that Tenant
has  paid  a greater sum of money than is due as determined by the terms of this
Lease,  then  in  such  event  Landlord  will promptly refund to Tenant any such
excess.

     24.4.     In  the  event  that  suit  shall  be  brought  for  recovery  of
possession  of the Leased Premises, for the recovery of rent of any other amount
due  under  the  provisions  of this Lease or because of the breach of any other
covenant  herein  contained  on the part of Tenant to be kept or performed and a
breach  shall be established, Tenant shall pay to Landlord all expenses incurred
therefor,  including  attorney's  fees,  as  additional  rent.


                                       11
<PAGE>
     24.5.     Tenant  hereby  waives trial by jury in any action, proceeding or
counterclaim  brought  by  either of the parties hereto against the other 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 Leased
Premises  and/or any claim of injury or damage.  In the event Landlord commences
proceedings  for non-payment of rent, Tenant will not interpose any counterclaim
of whatsoever nature or description in any such proceeding except as such may be
required  by  law to be interposed or forever lost.  This shall not, however, be
construed  in any way as a waiver of Tenant's right to assert such claims in any
separate  action  or  actions brought by Tenant.  Tenant hereby expressly waives
any  and all rights of redemption granted by or under any present or future laws
in  the  event  of  Tenant's  being evicted or dispossessed for any cause or the
event of Landlord's obtaining possession of the Leased Premises by reason of the
violation  by  Tenant  of  any  of  the covenants or conditions of this Lease or
otherwise.

     24.6.     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  on said Lease 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  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
defense  of res adjudicata, former recovery, extinguishment, merger, election of
remedies  or  other  similar  defenses.

     24.7.     Tenant  agrees  that all property on the Leased Premises, and for
thirty  (30) days after removal, shall be liable to distress for rent and Tenant
waives  the  benefit  of all laws exempting Tenant's property from levy and sale
either on distress for said rent, or under execution of a judgment obtained in a
suit  therefor.

25.  REMEDIES  CUMULATIVE
     --------------------

     No  mention  in  this  Lease of any specific right or remedy shall preclude
Landlord from exercising any other right or from having any other remedy or from
maintaining any action to which it may be otherwise entitled either at law or in
equity.

26.  WAIVER
     ------

     The  failure  of  Landlord  to  insist  in any one or more instances upon a
strict  performance  of  any covenant of this Lease or the waiver by Landlord of
any  breach  of  any  term,  covenant or condition herein contained shall not be
deemed  to  be a waiver or relinquishment of such term, covenant or condition or
any  subsequent  breach  of  the  same  or any other term, covenant or condition
herein contained.  The subsequent acceptance of rent hereunder by Landlord shall
not  be  deemed  to  be  a  waiver of any previous breach by Tenant of any term,


                                       12
<PAGE>
covenant,  or  condition  of this Lease, other than the failure of Tenant to pay
the particular rental so accepted, whether or not Landlord had knowledge of such
previous  breach  at  the time of acceptance of such rent.  No covenant, term or
condition  of this Lease shall be deemed to have been waived by Landlord, unless
Landlord  waives  the  same  in  writing.

27.  LATE CHARGE
     -----------

     If  Tenant  shall  fail to pay within five (5) days of when due the rent or
any  other  sum  required by the terms of this Lease to be paid by Tenant, then,
upon  the  happening  of any such event, Tenant agrees to pay to Landlord a late
charge  of  ten  percent (10%) per annum of the amount past due, accounting from
the  date  that the payment was due until it is paid, which late charge shall be
paid  by  Tenant  to  Landlord  upon  receipt  of  a  bill  for  same.

28.  TERMINATION OF LEASE
     --------------------

     28.1.     This  Lease  and  the  tenancy  hereby  created  shall  cease and
terminate  at  the end of the Initial Term, or the Renewal Term if this Lease is
renewed  as  provided in Paragraph 2.4, whichever shall occur first, without the
necessity  of  any  notice from either Landlord or Tenant to terminate the same,
and  Tenant  hereby  waives  notice  to remove and agrees that Landlord shall be
entitled to the benefit of all provisions of law respecting the summary recovery
of  possession  of  the  Leased  Premises from a tenant holding over to the same
extent  as  if  statutory  notice  were given.  For the period of six (6) months
prior  to  the expiration of the Initial Term, or the Renewal Term if this Lease
is  renewed  as  provided  in  Paragraph  2.4,  Landlord shall have the right to
display  on the Leased Premises the customary sign "For Rent" or "For Sale", and
during  such  period Landlord may show the Leased Premises and all parts thereof
to  prospective  tenants or purchasers during the hours that Tenant conducts its
business.

     28.2.     If  Tenant  shall  not  immediately  surrender  possession of the
Leased  Premises  at the termination of this Lease, Tenant shall become a tenant
from month to month, provided rent shall be paid to and accepted by Landlord, in
advance,  at  double  the  rate  of the rent payable hereunder just prior to the
termination  of  this  Lease;  and  Tenant hereby agrees that all obligations of
Tenant and all rights of Landlord applicable during the term of this Lease shall
be  equally  applicable  during  such  period  of  subsequent  occupancy.

29.  ACCORD  AND  SATISFACTION
     -------------------------

     No  payment  by  Tenant  or receipt by Landlord of a lesser amount than the
rent  or other sums payable hereunder by Tenant shall be deemed to be other than
on  account of the earliest stipulated rent or other sums payable hereunder, nor
shall  any  endorsement  or statement on any check or in any letter accompanying
any  check  or  payment  as  rent  and other sums payable hereunder by Tenant be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without  prejudice  to  Landlord's  right to recover the balance of such rent or
other  sums  payable  hereunder by Tenant or pursue any other remedy provided in
this  Lease.

30.  MISCELLANEOUS  PROVISIONS
     -------------------------


                                       13
<PAGE>
     30.1     It  is  mutually  agreed  that any notice required or permitted by
this  Lease  to  be  given by either party to the other may be either personally
delivered  or  sent  by  registered  mail properly addressed and prepaid, to the
following  addresses  of  the  parties,

     To Landlord:     MARLBORO PLAZA, INC.
                      P.O. Box 1765
                      Easton, Maryland 21601
                      Attn:  E. Stephen Whelan

     To Tenant:       Easton Bank & Trust Company
                      __________________________
                      __________________________


unless another address shall have been substituted for such address by notice in
writing given by Landlord to Tenant or given by Tenant to Landlord.  The date of
giving  of  such  notice  shall  be  the date of depositing the same in the mail
(which  may  be  evidenced  by  the  postmark)  or  date  of  personal delivery.

     30.2     No  change or modification of this Lease shall be valid unless the
same  is  in  writing and signed by the parties.  This Lease contains the entire
agreement between the parties and there are no promises, agreements, conditions,
undertakings,  warranties  or  representations,  oral  or  written, expressed or
implied between them other than herein set forth.  This Lease is intended by the
parties  to  be  an  integration  of  all  prior  or  contemporaneous  promises,
agreements,  conditions  and  undertakings  between  them.

     30.3.     All  references in this Lease to "the term of this Lease", "Lease
term"  or  a  phrase of similar context shall mean both the initial term and any
renewal  or  extension  term;  and "rent" shall mean both the basic rent and the
basic  rent  as  adjusted.

     30.4.     Nothing  contained  in this Lease shall be deemed or construed by
the  parties  hereto,  or  by  any  third  party,  as creating a relationship of
principal  and  agent,  or  a  partnership  or joint venture between the parties
hereto,  it  being  understood and agreed that nothing herein shall be deemed to
create  any  relationship between the parties hereto other than the relationship
of  landlord  and  tenant.

     30.5.     If  any  clause or provision of this Lease is illegal, invalid or
unenforceable  under  present  or  future laws effective during the term of this
Lease,  then  and  in that event, it is the intention of the parties hereto that
the  balance  of the provisions of this Lease shall not be affected thereby, and
it  is  also  the  intention  of  the parties to this Lease that in lieu of each
clause  or  provision  of  this Lease that is illegal, invalid or unenforceable,
there  be  added as part of this Lease a clause or provision as similar in terms
to such illegal, invalid or unenforceable clause or provision as may be possible
and  be  legal,  valid  and  enforceable.  If  such  invalidity  is, in the sole
determination of Landlord, essential to the rights of both parties, Landlord has
the  right  to  terminate  this Lease on written notice to Tenant; and upon such
termination,  Tenant  shall  surrender  possession  of  the  Leased  Premises to
Landlord  and the rent and other sums payable by either party hereunder shall be
prorated  on  a  per  diem  basis  to  the date of such termination and adjusted
between  Landlord and Tenant and, upon receipt of payment by the party due to be
paid  under  such  adjustment,  this  Lease  shall  terminate  with  no  further
obligations,  rights  or  duties  surviving between the parties hereto except as
otherwise  specifically  provided  for  herein.


                                       14
<PAGE>
     30.6.     This Lease and the terms and provisions hereof shall be construed
and  determined  in  accordance  with  the  laws  of  Maryland.

     30.7.     Whenever  herein  the  singular  number  is  used, the same shall
include  the  plural  and  the  neuter  gender  shall  include  the feminine and
masculine  genders.


     IN  WITNESS WHEREOF, the parties hereto have respectfully signed and sealed
these  presents,  the  day  and  year  first  above  written.

ATTEST:
                                   MARLBORO  PLAZA,  INC.

     /s/ Casey L. Morris           By:  /s/ E. Stephen Whelan            (SEAL)
--------------------------            --------------------------------
                                        E. Stephen Whelan, President

                                        Landlord

WITNESS/ATTEST:                    EASTON BANK AND TRUST COMPANY

                                   By:  /s/ Jeffrey N. Heflebower        (SEAL)
--------------------------            --------------------------------
                                        Tenant, Executive V.P.

STATE OF MARYLAND, COUNTY OF TALBOT, TO WIT:

     I  HEREBY  CERTIFY, that on this _________ day of ________ , 20, before me,
the  subscriber,  a Notary Public of the State aforesaid, personally appeared E.
STEPHEN  WHELAN, and acknowledged himself to be the President of MARLBORO PLAZA,
INC.,  and  that  he  as  such President being authorized so to do, executed the
foregoing  Lease  on  behalf of Marlboro Plaza, Inc., Landlord, and acknowledged
the  Lease  to  be  the  act  and  deed  of  the  Corporation.

     WITNESS my hand and Notarial Seal.

                                       -----------------------------------------
                                       Notary Public
My Commission Expires:


                                       15
<PAGE>
STATE OF MARYLAND, COUNTY OF _____________ , TO WIT:

     I  HEREBY  CERTIFY, that on this _________ day of ________ , 20, before me,
the  subscriber,  a  Notary  Public  of the State aforesaid, personally appeared
______________  , who being by me duly sworn, says that he is the ______________
of  Easton  Bank  and Trust Company, Tenant in the foregoing Lease, and that the
seal  affixed  to  the foregoing Lease is the corporate seal of the corporation,
and  that  said  Lease  was  signed  and  sealed  by  him/her  on behalf of said
corporation  by  its authority duly given, and he/she acknowledges the foregoing
Lease  to  be  the  act  and  deed  of  said  corporation.

     WITNESS my hand and Notarial Seal.

                                       -----------------------------------------
                                       Notary Public
My Commission Expires:


                                       16
<PAGE>
RULES AND REGULATIONS

TENANT  AGREES  AS  FOLLOWS:

     (1)     All  loading  and  unloading  of  goods  shall be done only at such
times,  in the areas, and through the entrances, designated for such purposes by
Landlord.

     (2)     The  delivery  or shipping of merchandise, supplies and fixtures to
and  from  the Leased Premises shall be subject to such rules and regulations as
in the judgment of Landlord are necessary for the proper operation of the Leased
Premises.

     (3)     All  garbage  and  refuse  shall  be  kept in the kind of container
specified  by  Landlord,  and  shall  be  placed  outside of the Leased Premises
prepared  for  collection in the manner and at the times and places specified by
Landlord.  If  Landlord  shall  provide  or  designate  a service for picking up
refuse  and  garbage,  Tenant  shall  use  same.

     (4)     No  aerial  shall  be  erected on the roof or exterior walls of the
Leased  Premises,  or  on  the  grounds,  without  in each instance, the written
consent of Landlord.  Any aerial so installed without such written consent shall
be  subject  to  removal  without  notice  at  any  time.

     (5)     No loud speakers, televisions, phonographs, radios or other devices
shall  be  used  in  a  manner  so  as to be heard or seen outside of the Leased
Premises  without  the  prior  written  consent  of  Landlord.

     (6)     Tenant shall keep the Leased Premises at a temperature sufficiently
high  to  prevent  freezing  of  water  pipes  and  fixtures.

     (7)     Tenant shall not place or permit any obstructions or merchandise in
the  parking  area  and  other  outside  areas  immediately adjoining the Leased
Premises  and  shall  assist in keeping such areas free from snow, ice, dirt and
rubbish.

     (8)     Tenant  and  Tenant's employees shall park their cars only in those
portions  of  the  parking area designated for that purpose by Landlord.  Tenant
shall  furnish Landlord with the automobile license numbers assigned to Tenant's
car  or  cars, and cars of Tenant's employees, within five (5) days after taking
possession  of  the  Leased Premises and shall thereafter notify Landlord of any
changes within five (5) days after such changes occur.  In the event that Tenant
or its employees fail to park the cars in designated parking areas as aforesaid,
then  Landlord,  at its option, shall charge Tenant Ten Dollars ($10.00) per day
per  car  parked  in any area other than those designated, as and for liquidated
damage.

     (9)     The  plumbing  facilities  shall  not be used for any other purpose
than  that  for which they are constructed, and no foreign substance of any kind
shall  be  thrown  therein,  and the expense of any breakage, stoppage or damage
resulting  from  a  violation  of  this  provision shall be borne by Tenant, who
shall,  or  whose  employees,  agents  or  invitees  shall  have  caused  it.

     (10)     Tenant  shall  use  at  Tenant's  cost  such  pest  extermination
contractor as Landlord may direct and at such intervals as Landlord may require.


                                       17
<PAGE>
     (11)     Tenant  shall not burn any trash or garbage of any kind in or
about the Leased  Premises.

     (12)     Tenant  or  Tenant's employees and agents shall not solicit
business  in the parking area or other common areas, nor shall Tenant distribute
any  handbills  or  other  advertising  matter in the automobiles parking in the
parking  area  or  in  the  other  common  areas.


                                       18