THIS  LEASE  is  made  this 4 day of June, 1999, by and between ZNB, LLP, a
                                 -        ----
Maryland  limited  liability  partnership, by Hill Management Company, Inc., its
agent, (hereinafter referred to as "Lessor"); and Easton Bank & Trust Company, a
                                                  ------------------------------
Maryland  corporation,  whose  address  is  300  Market Street, Denton, Maryland
---------------------                       ------------------------------------
21629,  (hereinafter  referred  to  as  "Lessee").
-----

     WITNESSETH, that for and in consideration of the mutual covenants contained
herein,  the  parties  agree  as  follows:

     1.     GRANT-  In  consideration  of  the  rents,  covenants and agreements
            -----
hereinafter  set  forth,  Lessor  leases to Lessee and Lessee rents from Lessor,
those  certain Premises located 300 Market Street, Denton, Maryland 21629, being
more  particularly  described  in  Paragraph  2  below.

     2.     DESCRIPTION  OF  PREMISES  -  The leased Premises are located at 300
            -------------------------
Market  Street,  Denton,  Maryland  21629  and  known as Suite 300 of the Carter
Building,  containing  approximately  1733  square feet outlined on the attached
                                      ----
plat  labeled  "Exhibit  A"  (hereinafter  referred  to  as  "the  Premises").

     3.     TERM  -  The  term  of  this Lease shall be for a period of 5 years,
            ----                                                        -
which  shall  commence on the 1st day of Sept., 1999, and shall terminate on the
                                         -----
last  day  of  August,  2004.  Provided  the  lessee is not in default under the
               ------
Lease,  the  Lessee  shall have the option to lease the premises for up to three
(3)  additional  five  (5)  year terms, consecutive to the initial term.  In the
event that the first option period is not exercised the remaining two (2) option
periods shall immediately terminate.  In the event that the second option period
is  not  exercised,  the  third  option period shall immediately terminate.  The
option  shall  be  exercised,  in  writing,  delivered to the Lessor as provided
herein  no  later  than  the  ninetieth  day  prior to the end of each term then
existing.  The  rent  for  each option term shall be increased ten (10%) percent
over  and  above  the  immediate  preceding term; otherwise, all other terms and
provisions  herein  will  remain  the  same  from  term  to  term.

     4.     RENT
            ----

            4.1.   Base  Rent  -  Original Term.  Lessee agrees to pay to Lessor
                   ----------------------------
Base  Rent  in  the  sum  of  One  Hundred  twenty-nine  thousand  nine  hundred
seventy-five  ($129,975.00)  Dollars,  base  rent shall be paid in equal monthly
installments  of  $2,166.25,  on  or before the first day of each calendar month
hereunder,  without  demand being made therefor.  Monthly payments of rent shall
be  made payable to Lessor and mailed or delivered to Lessor at 315 High Street,
Charleston,  Maryland 21620, or to such other person, or at such other place, as
Lessor  may,  from  time  to  time,  designate  in  writing.

            4.2.   Payment  of Rent.  It is agreed and understood by all parties
                   ----------------
to this Lease that any rental payment not received by Lessor within fifteen (15)
days  of  the  due  date  shall be subject to imposition of a late charge of ten
percent (10%) of the monthly rental.  Said late charge, if not remitted with the
delinquent  rental  payment  shall  be due and payable with the following rental
payment  and  shall  constitute  Additional  Rent.


<PAGE>
            4.3.   Taxes  and Assessments.  Lessor agrees to pay all real estate
                   ----------------------
taxes  and  assessments against the property.  The parties hereto recognize that
this  Lease  is  entered  into based on a tax assessment and rate established on
July  1 of the year this Lease is executed.  The Lessee hereby agrees that, upon
demand  from  Lessor, the Lessee will pay as Additional Rent, an amount equal to
its proportionate share of any increase of real estate taxes assessed against or
attributable  to  the premises if any such increases are made during the term of
this  Lease.

            4.4   First  Right  of  Refusal.  During  the  term of this Lease or
                  -------------------------
during any of the renewal terms called for herein, in the event the principal of
the Lessor elects to sell the Carter Building to a third party (which is defined
to  be  a person not a member of the Zebulon J. Brodie family or entity of which
no  member  of  the  Brodie family is a principal), Lessor agrees to transmit by
regular  mail  to the address stated herein, a copy of terms related to the sale
of  the  Carter  Building  to the Lessee.  The Lessee shall have the right for a
period  of  seven  (7)  days  after the terms of the sale are transmitted to the
Lessee  as provided therein, to purchase the Carter Building upon the exact same
terms upon which the principal is willing to sell the Carter Building to a third
party,  provided  Lessee  delivers written confirmation thereof to Lessor within
said seven (7) days, which written election must include the cash deposit called
for  in the terms of the offer, otherwise this right shall terminate without any
further action by any party and be of no further force or effect.  The provision
does  not  apply  to  gifts,  inter-family  or  inter-entity  transfers,  and is
subordinate  to all existing liens, including refinances.  In the event that the
Lessee  defaults  under  this  Lease  or declines to exercise any of the options
called for herein, the right of first refusal shall immediately terminate on the
earliest  of  these  dates.

     5.     USE  -  The  Premises  are  to  be  used  for  the purpose of retail
            ---
financial  services  and  for no other purposes whatsoever without prior written
consent  of  Lessor.  Lessee  shall, at its own cost and expense, obtain any and
all  licenses  and  permits  for  such  use  and shall satisfy any and all laws,
regulations,  and  ordinances  applicable  thereto.

     6.     PARKING  -  This  Lease  does  not  include  the  right  to parking.
            -------

     7.     MAINTENANCE
            -----------

            7.1.   Lessee,  at  Lessee's  expense,  shall  keep and maintain the
interior  of  the  Premises  in  good order and repair, and shall return same to
Lessor  at  the  termination  of  this  Lease  (and/or  any renewal) in the same
condition  as  received,  reasonable  wear  and  tear  excepted.

            7.2.   Lessee  agrees  to  replace  any  plate, window or door glass
broken  in  the  Premises, with glass of like kind and quality, except when said
plate, window or door glass is broken by reason of defective construction of the
Building,  or  due to negligent repair of this Building by Lessor.  Lessee shall
further  obtain  and  maintain during the term of this Lease and any renewal, at
Lessee's  expense, plate glass insurance on the Premises in such amount and with
such  insurer  as  may be satisfactory to Lessor.  If Lessor so requires, Lessor
shall  be  designated  as  a  named  insured on any such policy of insurance and
Lessee  shall provide Lessor with proof of such insurance upon Lessor's request.
In  the  alternative, and at Lessor's option, Lessor may purchase such insurance
and  Lessee shall pay Lessee's Proportionate Share of the cost of such insurance
to  Lessor  as  Additional  Rent  hereunder.


                                        2
<PAGE>
     8.     ALTERATIONS,  ADDITIONS  AND  IMPROVEMENTS
            ------------------------------------------

            8.1.   Lessor  shall prepare the Premises in accordance with Exhibit
A  at  Lessee's expense.  All such alterations, additions and improvements shall
become  the  property  of  Lessor.

            8.2.   Upon  Lessor's completion of the work provided for in Section
8.1.,  or  at  such earlier time as Lessor may agree, Lessee may make such other
improvements  to  the  Premises  in  preparation  for  and in the conduct of its
business  as  Lessee  deems  necessary  and/or appropriate, at Lessee's expense.
Lessee,  however,  shall  make no further alterations to and/or additions to the
Premises  without  Lessor's prior written consent.  Lessee warrants that any and
such alterations, additions and/or improvements made pursuant to this subsection
shall  be made in a good, workmanlike manner and in full and complete compliance
with  all  laws,  rules,  regulations, and ordinances and in satisfaction of the
requirements  of  such building, fire, safety, health and other codes as may now
be  or  hereafter  become  applicable, without cost to Lessor.  All alterations,
additions  and  improvements  shall  become the property of the Lessor; however,
upon  written  notice by Lessor to Lessee, Lessee shall remove such alterations,
additions  and improvements prior to the expiration of this Lease and/or renewal
term  and  restore the Premises to their original condition at Lessee's expense.

            8.3.   If  any  mechanics  lien, materialmen's lien or other lien is
filed  against  the Premises, the Building, the property upon which the Building
is located and/or any portions thereof, by reason of any work, labor, equipment,
materials and/or services, furnished and/or alleged to have been furnished to or
for  Lessee  or  for  any  changes,  alterations, additions, improvements and/or
repairs  made  by  Lessee, Lessee shall cause said lien to be released of record
within  five  (5)  days  after  the  filing  of such lien.  Lessee shall further
indemnify  and  hold  Lessor  harmless  from any and all claims, demands, suits,
actions,  losses,  liability  and  damages arising out of and/or relating to any
such  lien  or  claim  of  lien.

     9.     TRADE  AND OTHER FIXTURES - Lessee may, at Lessee's expense, install
            -------------------------
or  cause to be installed such equipment, machinery, trade and/or other fixtures
as  are reasonably necessary for the operation and conduct of Lessee's business.
Any  such  trade  fixtures  shall  remain  Lessee's personal property and may be
removed  by  Lessee,  provided  that Lessee shall repair at Lessee's expense any
damage  to  the  Premises resulting from the installation and/or removal of such
trade  fixtures.

     10.     CASUALTY  DAMAGE  -  Upon the occurrence of any casualty, damage or
             ----------------
destruction  affecting  the  Premises,  Lessee  shall  give  immediate notice to
Lessor.  If,  in  the opinion of Lessor, the Premises are rendered substantially
unfit  for  occupancy  or  use  by  any such casualty, damage or destruction, or
Lessor  should  decide  not to rebuild or remodel the Premises, this Lease shall
cease  and Base Rent and Additional Rent shall abate from the occurrence of such
casualty or vacation of the Premises, whichever is later.  If, in the opinion of
Lessor,  the  Premises are not hereby rendered substantially unfit for occupancy
or  use, Lessor shall promptly and diligently restore so much of the Premises as
was damaged to its condition at the commencement of this Lease, exclusive of the
tenant  Improvement  Items,  at  the cost of any negligent party or its insurer,
with  no  abatement  of  rent.


                                        3
<PAGE>
     11.     FIRE  INSURANCE  -  Lessor shall provide, and pay the premiums for,
             ---------------
fire  and  extended  coverage  to protect the Building with coverage amounts and
with an insurer satisfactory to Lessor.  Lessee will not do anything in or about
the Premises that will contravene or affect any insurance which Lessor may place
thereon.

     12.     INSURANCE  AND  LIABILITY
             -------------------------

             12.1  Lessee,  at  Lessee's  sole  expense, shall maintain in force
continuously  throughout  the  term  of  this  Lease  and/or  any  renewal,  a
comprehensive general liability policy with respect to the Premises and Lessee's
occupancy, use and/or time to time but in no event less than $500,000.00 for any
one  person  and  $1,000,000.00  for  any  one occurrence with respect to death,
bodily  injury  and/or  personal injury and $100,000.00 for each occurrence with
respect  to  damage and/or destruction of property; such insurance shall be with
an  insurer satisfactory to Lessor and shall include coverage for and/or against
assumed  and/or  contractual  liability  under this Lease.  Such insurance shall
include  Lessor  and Lessor's management agent as named insured and Lessee shall
promptly  furnish Lessor with a Certificate from the insurer that such insurance
is  in  effect.  In  the  event  that  the insurer imposes any premium charge on
Lessor and/or Lessor pays the premium for such insurance, Lessee shall reimburse
Lessor  for  such  charges;  Lessee  shall  pay such charges as Additional Rent.

             12.2  Lessor  and  its  management agent shall not be liable and/or
responsible  for,  and Lessee shall indemnify and hold Lessor and its management
agent harmless against any and all damages and claims for damages, including but
not  limited  to  damages and/or claims for damages for the death, bodily injury
and/or  personal  injury  to any person and/or any injury, loss and/or damage to
any  property  occurring  on  and/or  relating  to  or  arising  out of Lessee's
occupancy  and/or  use of the Premises, the Building and/or their appurtenances,
unless  such death, bodily injury, personal injury and/or injury, loss or damage
to  property  and  other  damage  was proximately caused by the negligent and/or
intentionally  tortious  act  or  omission  of  the Lessor, its management agent
and/or  some  agent, servant, and/or employee for whose conduct they are legally
responsible.  Notwithstanding  the  foregoing,  Lessor  and its management agent
shall  not  be  liable and/or responsible for any such damages and/or claims for
damages  for  any  such  injury,  loss  and/or  damage occurring on or about the
Premises,  the  Building  and/or their appurtenances, regardless of whether such
injury,  loss  and/or  damage  was  proximately  caused  by the negligent act or
omission  of  Lessor  and  its management agent and/or an agent, servant, and/or
employee  for  whose  conduct  they are legally responsible where such Premises,
Building  and/or  appurtenances  are  within  the  exclusive  control of Lessee.

             12.3.  Lessee further agrees that Lessor shall not be liable and/or
responsible  for,  and to hold Lessor harmless against any and all intentionally
tortious and/or negligent act and/or omissions of any other persons leasing from
Lessor  and  their  agents,  servants,  employees, contractors, invitees, and/or
visitors.


                                        4
<PAGE>
     13.     COMPLIANCE  WITH  LAWS  - Lessee agrees to promptly comply with all
             ----------------------
applicable  and  valid  laws, ordinances and regulations of any and all Federal,
State,  County,  Municipal or other lawful authorities pertaining to the use and
occupancy  of the Premises.  Lessee warrants and represents that no materials or
substances  which,  under  Federal,  State, or Local law, statute, ordinance, or
regulation  or  court  order or private agreement which require special handling
and  collection, storage, treatment, or disposal will be placed or located in or
near  the  premises.

     14.     ASSIGNMENT  AND  SUBLETTING - Lessee shall not assign this Lease or
             ---------------------------
allow  the  same  to be assigned by operation of law or otherwise, or sublet the
Premises  or  any  part  thereof,  or use permit same to be used for any purpose
other  than  as  above  specified, without Lessor's prior written consent, which
consent  will  not  be  unreasonably  withheld.  Any such assignment or sublease
without  Lessor's  consent  shall  be  void  and  of  no  force and effect.  Any
permitted  assignment  or  sublease  shall  be  subject  to all of the terms and
conditions  of  this  Lease  and  Lessee  shall  remain primarily liable for the
payment  of  the  rent  and  the  performance of all of the terms and conditions
hereof.  If  any  partnership interest or corporate share of stock of Lessee are
transferred  by  sale,  assignment,  bequest,  inheritance,  operation of law or
otherwise,  so as to result in a change of the voting control of Lessee by those
owning a majority of the interest in Lessee as of the date hereof, such transfer
shall  constitute  an  assignment  for  the  purposes  hereof  and shall require
Lessor's  prior  written  consent  thereto.  In  any  event, Lessee shall notify
Lessor of such change of control and Lessor may terminate this Lease at any time
thereafter  upon  sixty  (60)  days'  prior  written  notice  to  Lessee.

     15.     BANKRUPTCY  -  Should  Lessee  make  an  assignment  for benefit of
             ----------
creditors,  file  for bankruptcy, or have any involuntary petition in bankruptcy
filed  against  it,  such  action  shall constitute a breach of the Lease, which
shall  automatically  terminate all rights of Lessee under this Lease.  Upon the
filing  of a petition by or against Lessee under the Federal Bankruptcy Code (or
any successor federal bankruptcy statute), Lessee, as debtor and/or as debtor in
possession,  and  any  trustee  who  may be appointed, agree to perform each and
every  obligation of Lessee under this Lease, including, but not limited to, the
payment  of  all monetary obligation hereunder, until such time as this Lease is
either  rejected  or  assumed  by  order of a United States Bankruptcy Court, or
other  federal  court  having  jurisdiction  over  bankruptcy  matters.

     16.     EMINENT  DOMAIN-  If  all  or any part of the Premises known as The
             ---------------
Carter  Building,  Denton, Maryland are the subject of a "quick take" proceeding
or  are  taken  under  power  of  eminent  domain  or  conveyed  under threat of
condemnation  proceedings,  and  in  its sole discretion, Lessor shall determine
that  the  Premises  are unsatisfactory for the purpose of this Lease, then this
Lease shall terminate effective as of the date Lessor is required to give up the
right  to  occupy or use the Premises or any portion thereof.  Lessee shall have
no  right  to  make any claim against Lessor because of such termination, nor to
participate  in  any  awards,  and  its  sole  remedy  shall be removal of trade
fixtures  placed  therein  and  abatement  of  future  rent.

     17.     ATTORNEYS  FEES  -  Lessee shall pay Lessor all costs, expenses and
             ---------------
charges  incurred  by Lessor in collecting any sums due Lessor under this Lease,
and/or  enforcing  any  provisions  of this Lease, and/or recovering any damages
and/or  losses  from  Lessee to which Lessor is legally entitled, including, but
not  limited to attorney's fees in the amount of 25% of the amount of any unpaid
rent.


                                        5
<PAGE>
     18.     DEFAULT
             -------

             18.1  In  the  case  of  any  default by Lessee in any of the terms
and/or  conditions  of  this  Lease  (other  than  any default occasioned by the
institution  of  bankruptcy  proceedings and/or an assignment for the benefit of
creditors  which  shall  be  governed  by  Section 15 of this Lease), Lessor, at
Lessor's  option, may recover the Premises if such default continues uncured for
a period of thirty (30) days after Lessor notifies Lessee of such default and of
Lessor's  intention to recover the Premises.  Upon the giving of such notice and
the  expiration  of  such thirty (30) day period, unless Lessee shall have cured
the  default  during that time, Lessor shall be entitled to the benefit, without
further  notice  (all  statutory  notice  requirements  being  hereby  expressly
waived), of all the provisions of law for speedy recovery of lands and tenements
as  now  are  in  force  or  which  may  hereafter be enacted and/or to reenter,
repossess  and/or  relet  the Premises as the agent of Lessee for any balance of
the  then  term  and  collect  rent therefor.  And  in any event, the Lessor may
distrain,  by  any  legal  means,  for any overdue installment of rent or rental
payment  and  may  enter  the  property  for  such purpose by force if necessary
without  liability, which liability is hereby expressly waived.  In the event of
reletting  by the Lessor as agent for the Lessee, the reletting shall be on such
terms,  conditions and rentals as the Lessor deems proper, and the proceeds that
may  be  collected  from  same,  less  the  expense  of reletting, including any
broker's  commission and costs for the repair, restoration and/or preparation of
the  Premises  for  reletting, shall be applied against the rental to be paid by
Lessee,  and  Lessee  shall be liable for any balance that may be due under this
Lease  or  any  renewal,  and such reletting shall not operate as termination of
this  Lease  or  any  renewal or as a waiver or postponement of any right of the
Lessor  against  the  Lessee.  Any  recovery  of  the  Premises,  institution of
proceedings  to  recover  the  Premises,  reentry, repossession and/or reletting
hereunder  shall  not  operate as, nor shall it be interpreted or construed as a
termination  of  this  Lease or any renewal, and shall not relieve Lessee of its
liability and obligations under this Lease and Lessee shall in all events remain
liable for the full amount of Base Rent and Additional Rent provided for in this
Lease  and  for any deficiency or loss of such rent; Lessor, at Lessor's option,
may  recover  such  rent and/or damages for the loss of rent in separate actions
from  time to time as Lessee's liability and/or obligation to pay rent accrue or
would  have accrued had Lessee not defaulted.  Any such recovery, institution of
legal  proceedings, reentry, repossession, and/or reletting shall be in addition
to  and  without  prejudice  to  any  rights  and/or  remedies  which Lessor may
otherwise  have.

             18.2  Notwithstanding  any  provision  of  Section  18.1  to  the
contrary, Lessor shall be entitled immediately upon a default by Lessee to avail
himself  of  all  rights  and remedies afforded Lessor by this Lease and/or law,
without  any notice to Lessee and without giving Lessee any grace period if such
default  arises  under  Section  15 of this Lease, or if Lessee has defaulted in
and/or  breached  the  same and/or any other term and/or condition of this Lease
during  the  twelve  (12)  months  preceding  such current default and for which
notice  was  given (whether or not subsequently cured), or if such default is of
such  a  nature  as  to  give  rise  to an emergency situation which in Lessor's
reasonable  judgment  requires  Lessor to take immediate action to cure default.


                                        6
<PAGE>
     19.     HOLDING  OVER  -  Should Lessee continue to occupy the Premises, or
             -------------
any  portion  thereof,  after the termination of this Lease (and/or any renewal)
and  unless  otherwise  agreed  in writing, Lessee shall pay Lessor on demand an
amount  equal  to  one  hundred percent (100%) of the rent due for the last full
month  of  the  then  term  of this Lease (or renewal) for each month or portion
thereof  that  Lessee continues to occupy all or any part of the Premises.  Such
payments  shall  not be deemed to be rent and acceptance of any such payments by
Lessor  shall not be deemed or construed to convert Lessee into a month to month
tenant  or  otherwise  grant  Lessee  any  right  to remain in possession of the
Premises or so as to otherwise impair Lessor's right to the immediate possession
of  the  Premises.  Similarly,  any  such  payments  shall be in addition to and
without  prejudice  to  Lessor's  right  to  recover  any damage to which Lessor
otherwise  would  be  entitled  as  a  result  of  Lessee's  holding  over.

     20.     RIGHT OF ENTRY - Notwithstanding any other provisions of this Lease
             --------------
to  the  contrary,  Lessor  and  its  agents  shall  have the right to enter the
Premises  at  any  reasonable  times  to  inspect  the  Premises, to exhibit the
Premises  to  any existing or prospective purchasers, lessees and/or mortgagees,
to  make  any alterations, improvements and/or repairs, or for any other purpose
relating  to  the  operation and/or maintenance of the Premises and/or Building.
Unless  it would otherwise be impractical because of any emergency, Lessor shall
give  Lessee  at  least  twenty-four  (24) hours notice of Lessor's intention to
enter  the Premises and Lessor shall use reasonable efforts to avoid interfering
with  Lessee.

     21.     SUBORDINATION  -  This  Lease  is  subject  and subordinate  to all
             -------------
mortgages,  deeds of trust, or other debt instruments which may now or hereafter
affect  such  Lease,  the  Building,  site  or  other improvements thereon.  The
foregoing  provisions  shall  be  self  operative  and  no further instrument of
subordination  shall  be  required  by any mortgagee or other interested partly,
provided, however, that in confirmation of such subordination Lessee shall, upon
request  of  Lessor,  execute and deliver, in recordable form, any instrument of
subordination  required by Lessor, and Lessee hereby does constitute and appoint
Lessor as Lessee's attorney-in-fact to execute any such subordination instrument
on  behalf  of  Lessee.

     22.     CONTINUOUS  USE  - Anything herein to the contrary notwithstanding,
             ---------------
this  Lease  shall be deemed in default if Lessee shall discontinue the business
referred  to  in Paragraph 5 herein, and Premises shall become or appear vacant,
or  Lessee  abandons  or  appears  to  abandon  the  Premises.  Under any of the
aforesaid  conditions, the Lessor may exercise its rights as stated in Paragraph
18  herein.

     23.     NO PARTNERSHIP - By execution of this Lease, Lessor does not in any
             --------------
way  become for any purpose a partner, principal, master, agent, servant, and/or
employee of the Lessee in the operation and/or conduct of Lessee's business, nor
does  Lessor  assume,  nor  become  subject  to  any responsibility or liability
therefor and Lessee agrees to indemnify and hold Lessor harmless against any and
all  claims  or  demands,  of  whatever nature, arising out of the operation and
conduct  of  Lessee's  business.

     24.     NOTICES  -  Any  notice required or permitted hereunder shall be in
             -------
writing  and  delivered either in person against hand receipt to the other party
or other party's authorized agent, or by the United States Certified Mail Return


                                        7
<PAGE>
Receipt  Requested, postage fully paid, to the address set forth hereinafter, or
to  such other address as either party may designate in writing and delivered as
herein  provided.

              LESSEE:     William  David  Hill
                          501  Idlewilde  Avenue
                          Easton,  Maryland  21601

                          R.  Michaels  Menzies
                          501  Idlewilde  Avenue
                          Easton,  Maryland  21601

                          Jeff  Heflebower
                          300  Market  Street
                          Denton,  Maryland  21629

              LESSOR:     HILL  MANAGEMENT  COMPANY,  INC.
                          315  High  Street
                          Chestertown,  MD  21620

     25.     SEVERABILITY  - No determination by any court, governmental body or
             ------------
otherwise  that  any  provision  of and/or amendment to this Lease is invalid or
unenforceable  in  any  instance  shall affect the validity or enforceability of
such  provision  and/or  amendment  in any other instance not controlled by such
determination  and  no  such  determination as to any provision and/or amendment
shall  affect  the validity or enforceability of any other provisions, the terms
and  conditions  of  this  Lease  being  severable.

     26.     COMPLETE  AGREEMENT - This Lease constitutes the complete agreement
             -------------------
between  the  Lessor  and  Lessee  and  supersedes any and all other agreements,
understandings,  representations,  and/or  statements  between  them  as  to the
subject  matter  of  this  Lease.

     27.     WAIVER  -  Any  waiver of any term or condition of this Lease shall
             ------
extend  to  the particular case only, and only in the manner specified and shall
not  be  construed as applying to or in any way waiving any further rights under
this Lease.  No waiver of any term or condition of this Lease by Lessor shall be
effective  unless  in  writing and signed by Lessor and/or its management agent.

     28.     AMENDMENTS  - This Lease may be amended or modified only by written
             ----------
agreement  signed  by  all  parties.

     29.     RULES  AND  REGULATIONS - Lessor shall have the option to establish
             -----------------------
at  its  sole  discretion, reasonable rules and regulations governing the use of
the Premises, Building and the Property by all tenants, their visitors, invitees
and  employees, and to amend the same from time to time, and a violation thereof
may  constitute  a  default  hereunder,  at  the  option  of  Lessor.


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     30.     PERSONAL  PROPERTY  -  All personal property placed or moved in the
             ------------------
premises  above  described  shall be at the risk of the Lessee or owner thereof,
and  Lessor  shall not be liable for any damage to said personal property, or to
the  Lessee arising from the bursting or leaking of water pipes, or from any act
of  negligence  of any co-tenant or occupants of the Building or of other person
whomsoever.

     31.     HEIRS  AND  ASSIGNS  - This Lease shall be binding upon the parties
             -------------------
hereto  and  their  respective  heirs,  personal  representatives, successors in
interest  and  assigns.

     32.     VENUE  AND  JURISDICTION  -  Lessor and Lessee agree that any claim
             ------------------------
and/or controversy arising out of and/or relating to this Lease shall be brought
only  in the District Court of Maryland for Caroline County and/or Circuit Court
of  Maryland for Caroline County, to whose jurisdiction the parties hereby agree
and  submit;  nothing  in this Section however, shall preclude either party from
bringing  any  appropriate Third Party Claim, Cross Claim or other claim against
the  other  in  any action or suit instituted in any other Court by anyone not a
party to this Lease.  Lessor and Lessee hereby mutually waive any right to trial
by  jury  in  any  action instituted by or against the other arising out of this
Lease.

     33.     QUIET  ENJOYMENT  -  Lessor  covenants  that  Lessee, so long as it
             ----------------
complies  with  terms  hereof,  shall  peaceably  and quietly hold and enjoy the
Premises  for  the  term  of  this  Lease.

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


WITNESS:                                    LESSEE:

                                            EASTON  BANK  AND  TRUST  COMPANY, A
                                            Maryland  Banking  Association

/s/  Kelly  A.  Tebbitt                     BY:/s/  Jeff  Heflebower      (SEAL)
-----------------------                        ---------------------------------
                                               Ex  Vice  President

WITNESS:                                    LESSOR:

                                            HILL MANAGEMENT COMPANY,  INC.,  For
                                            ZNB,  LLP

/s/  Kelly  A.  Tebbitt                    BY:  /s/  Zebulon J. Brodie    (SEAL)
-----------------------                         --------------------------------


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