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                                                                   EXHIBIT 10.39

                        INDEMNITY AND GUARANTY AGREEMENT

          THIS INDEMNITY AND GUARANTY AGREEMENT (this "AGREEMENT"), made as of
the 25th day of August, 2006, by OLD LINE BANCSHARES, INC., a Maryland
corporation, having an address at 1525 Pointer Ridge Place, 4th Floor, Bowie,
Maryland 20716 ("Old Line") and by J. WEBB, INC., a Virginia corporation, having
an address at 1525 Pointer Ridge Place, Suite 301, Bowie, Maryland 20716 ("Web")
and by LUCENTE ENTERPRISES INCORPORATED, a Maryland corporation, having an
address at 1525 Pointer Ridge Place, Suite 225, Bowie, Maryland 20716
("Lucente"; Old Line, Webb and Lucente being referred to herein collectively as
"Indemnitor") in favor of PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, having an
address at 100 Mulberry Street, 8th Floor, Gateway Center Four, Newark, New
Jersey 07102-4069 ("LENDER").

                                   WITNESSETH:

          WHEREAS, Pointer Ridge Office Investment, LLC ("BORROWER"), has
obtained a loan in the principal amount of SIX MILLION SIX HUNDRED TWENTY
THOUSAND and 00/100 DOLLARS ($6,620,000.00) Dollars (the "LOAN") from Lender;
and

          WHEREAS, the Loan is evidenced by an Amended and Restated Promissory
Note dated of even date herewith (the "NOTE"), executed by Borrower and payable
to the order of Lender in the stated principal amount of the Loan and is secured
by an Amended and Restated Deed of Trust and Security Agreement dated of even
date herewith (the "SECURITY INSTRUMENT") from Borrower, as grantor, to Lender,
as beneficiary, encumbering that certain real property situated in the City of
Bowie, Prince George's County, State of Maryland, as more particularly described
on Exhibit A attached hereto and incorporated herein by this reference, together
with buildings, structures and other improvements being hereinafter collectively
referred to as the "SECURITY PROPERTY") and by other documents and instruments
(the Note, the Security Instrument and such other documents and instruments
evidencing and/or securing the Loan, as the same may from time to time be
amended, consolidated renewed or replace, being collectively referred to herein
as the "LOAN DOCUMENTS") and

          WHEREAS, as a condition to making the Loan to Borrower, Lender has
required that Indemnitor indemnify Lender from and against and guarantee payment
to Lender of those items for which Borrower is personally liable and for which
Lender has recourse against Borrower under the terms of the note and the
Security Instrument; and

          WHEREAS, each of the parties comprising Indemnitor is the holder of a
direct or indirect beneficial interest in Borrower, the extension of the Loan to
Borrower is of substantial benefit to Indemnitor and therefore, Indemnitor
desires to indemnify Lender from and against and guarantee payment to Lender of
those items for which Borrower is personally liable and for which Lender has
recourse against Borrower under the terms of the Note and the Security
Instrument.

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          NOW, THEREFORE, to induce Lender to extend the Loan to Borrower and in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitor covenants and agrees for the benefit of Lender, as follows:

     1. Indemnity and Guaranty. Indemnitor hereby assumes, liability for, hereby
guarantees payment to Lender of, hereby agrees to pay, protect, defend and save
Lender harmless from and against, and hereby indemnifies Lender from and against
any and all liabilities, obligations, losses, damages, costs, fees, expenses,
claims, demands, settlements, awards and judgments of any nature or description
whatsoever (including, without limitation, legal fees and costs, as well as
other expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim) (collectively, "COSTS") incurred,
suffered or sustained by Lender resulting from any acts, omissions or alleged
acts or omissions arising out of or relating to, or otherwise arising out of or
relating to, any one or more of the following items:

          (a)  The misapplication or misappropriation by Borrower of any or all
               money collected, paid or received, or to which Borrower is
               entitled, relating to the Loan or the Security Property,
               including, but not limited to, insurance proceeds, condemnation
               awards, lease security and other deposits and rent;

          (b)  Rents, issues, profits and revenues of all or any portion of the
               Security Property received or applicable to a period after the
               occurrence of any Event of Default or after any event which, with
               the giving of notice and/or the passage of time, would constitute
               an event of default under the Loan Documents, which are not
               applied to pay first (a) real estate taxes and other charges
               which, if unpaid, could result in liens superior to that of the
               Security Instrument and (b) premiums on insurance policies
               required under the Loan Documents and second, the other oridanry
               and necessary expenses of owning and operating the Security
               Property;

          (c)  Waste committed on the Security Property or damage to the
               Security Property as a result of intentional misconduct or gross
               negligence or the removal of all or any portion of the Security
               Property in violation of the terms of the Loan Documents;

          (d)  Fraud or material misrepresentation or failure to disclose a
               material fact (including, without limitation, with respect to any
               such fraud, misrepresentation or failure to disclose in any
               materials delivered to Lender) by Borrower, Indemnitor or the
               applicant under the application for the Loan or by any other
               person or entity authorized or apparently authorized to make
               statements or representations on behalf of Borrower, Indemnitor
               or the Loan applicant in connection with the Loan application,
               Loan closing or security of or for the Loan, or otherwise in
               connection with the Security Property or the Loan, which personal
               liability, notwithstanding any provision in this Section to the
               contrary, shall be equal to all sums then outstanding pursuant to
               the Loan Documents (including,, but not limited to, principal and
               accrued interest) and, to the extent not then outstanding
               pursuant to the Loan Documents, any fees, costs, expenses, losses
               or damages incurred or suffered by Lender (including, but not
               limited to, legal fees and costs) by reason of such fraud,
               material misrepresentation or failure to disclose;

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          (e)  The filing of any petition for bankruptcy, reorganization or
               arrangement pursuant to state or federal bankruptcy law, or any
               similar federal or state law, by any one or more persons or
               entities within the Owner Group (other than Borrower or
               Indemnitor) against Borrower or any Indemnitor or if any
               proceeding seeking the dissolution or liquidation of Borrower or
               any Indemnitor shall be commenced by any one or more persons or
               entities within the Owner Group (other than Borrower or
               Indemnitor). As used herein "Owner Group" means collectively,
               Borrower, Indemnitor and any entity or individual which or who,
               directly or indirectly owns, controls or holds the power to vote
               twenty (20%) percent or more of the voting securities or other
               equity interest in Borrower; and/or

          (f)  The failure by Borrower to maintain its status as a single
               purpose and, if applicable, bankruptcy remote entity as required
               by the Loan Documents.

          Notwithstanding anything to the contrary above or otherwise in the
Loan Documents: in the event that: (A) payment of the first full installment of
the Monthly Payment Amount (as defined in the Note) (together with all reserves
required under the Loan Documents) is mot paid when due; (B) Borrower fails to
obtain Lender's prior written consent to any subordinate financing or other
voluntary lien encumbering the Security Property or direct or indirect interests
in Borrower; (C) Borrower fails to obtain Lender's prior written consent to any
assignment, transfer or conveyance of the Security Property or any portion
thereof or any interest therein or directly or indirectly in Borrower as
required by the Loan Documents; or (D) any petition for bankruptcy,
reorganization or arrangement pursuant to state or federal bankruptcy law, or
any similar federal or state law, shall be filed or consented to, or acquiesced
in by, Borrower or any Indemnitor, or Borrower or any Indemnitor seeks (or
consent to, or acquiesces in) the appointment of a receiver, liquidator or
trustee, or any proceeding for the dissolution or liquidation of Borrower or any
Indemnitor, then (i) the Loan shall be fully recourse to Indemnitor; and
(ii)Lender shall not be deemed to have waived any right which Lender may have
under Section 506(a), 506 (b), 1111(b) or any other provisions of the U.S.
Bankruptcy Code as same may be amended or replaced to file a claim for the full
amount of the Loan or to require that all collateral shall continue to secure
all of the indebtedness owing to Lender in accordance with the Loan Documents.

          This is a guaranty of payment and performance and not of collection.
The liability of Indemnitor under this Agreement shall be direct and immediate
and not conditional or contingent upon the pursuit of any remedies against
Borrower or any other person (including, without limitation other guarantors, if
any), nor against the collateral for the Loan. Indemnitor waives any right to
require that an action be brought against Borrower or any other person or to
require that resort be had to any collateral for the Loan or to any balance of
any deposit account or credit on the books of Lender in favor of Borrower or any
other person. In the event, on account of the Bankruptcy Reform Act of 1978, as
amended, or any other debtor relief law (whether statutory,

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common law, case law or otherwise) of any jurisdiction whatsoever, now or
hereafter in effect, which may be or become applicable, Borrower shall be
relieved of or fail to incur any debt, obligation or liability as provided in
the Loan Documents, Indemnitor shall nevertheless be fully liable therefore. In
the event of a default under the Loan Documents, which is not cured within any
applicable grace or cure period, Lender shall have the right to enforce its
rights, powers and remedies (including, without limitation, foreclosure of all
or any portion of the collateral for the Loan) thereunder or hereunder, in any
order, and all rights, powers and remedies available to Lender in such event
shall be non-exclusive and cumulative of all other rights, powers and remedies
provided thereunder or hereunder or by law or in equity. If the indebtedness and
obligations guaranteed hereby are partially paid or discharged by reason of the
exercise of any of the remedies available to Lender, this Agreement shall
nevertheless remain in full force and effect, and Indemnitor shall remain liable
for all remaining indebtedness and obligations guaranteed hereby, even though
any rights which Indemnitor may have against Borrower may be destroyed or
diminished by the exercise of any such remedy.

     2. Indemnification Procedures

          (a)  If any action shall be brought against Lender based upon any of
               the matters for which Lender is indemnified hereunder, Lender
               shall notify Indemnitor in writing thereof and Indemnitor shall
               promptly assume the defense thereof, including without
               limitation, the employment of counsel acceptable to Lender and
               the negotiation of any settlement; provided, however, that any
               failure of Lender to notify Indemnitor of such matter shall not
               impair or reduce the obligations of Indemnitor (which expense
               shall be included in Costs), to employ separate counsel in any
               such action and to participate in the defense thereof. In the
               event Indemnitor shall fail to discharge or undertake to defend
               Lender against any claim, loss or liability for which Lender is
               indemnified hereunder, Lender may, at its sole option and
               election, defend or settle such claim, loss or liability. The
               liability of Indemnitor to Lender hereunder shall be conclusively
               established by any resulting award, judgment or settlement,
               provided that with respect to a settlement made in good faith,
               the amount of such liability shall include both the settlement
               consideration and the costs and expenses, including, without
               limitation, attorneys' fees and disbursements, incurred by Lender
               in effecting such settlement. In such event, such settlement
               consideration, costs and expenses shall be included in Costs and
               Indemnitor shall pay the same as hereinafter provided. Lender's
               good faith in any such settlement shall be conclusively
               established if the settlement is made on the advise of
               independent legal counsel for Lender.

          (b)  Indemnitor shall not, without the prior written consent of
               Lender: (i) settle or compromise any action, suit, proceeding or
               claim or consent to the entry of any judgment that does not
               include as an unconditional term thereof the delivery by the
               claimant or plaintiff to Lender of a full and complete written
               release of Lender (in form, scope and substance satisfactory to
               Lender in its sole discretion) from all liability in respect of
               such action, suit proceeding or claim and a dismissal with
               prejudice of such action, suit, proceeding or claim; or (ii)
               settle or compromise any action, suit, proceeding or claim in any
               manner that may adversely affect Lender or obligate Lender to pay
               any sum or perform any obligation as determined by Lender in its
               sole discretion.

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          (c)  All Costs shall be immediately reimbursable to Lender when and as
               incurred and, in the event of any litigation, claim or other
               proceeding, without any requirement of waiting for the ultimate
               outcome of such litigation, claim or other proceeding, and
               Indemnitor shall pay to Lender any and all Costs within ten (10
               days after written notice from Lender itemizing the amounts
               thereof incurred to the date of such notice. In addition to any
               other remedy available for the failure of Indemnitor to
               periodically pay such Costs, such Costs, if not paid within said
               ten-day period, shall bear interest at the Default Interest Rate
               (as defined in the Note).

     3. Reinstatement of Obligations. If at any time all or any part of any
payment made by Indemnitor or received by Lender from Indemnitor under or with
respect to this Agreement is or must be rescinded or returned for any reason
whatsoever (including, but not limited to, the insolvency, bankruptcy or
reorganization of Indemnitor of Borrower), then the obligations of Indemnitor
hereunder shall, to the extent of the payment rescinded or returned, be deemed
to have continued in existence, notwithstanding such previous payment made by
Indemnitor, or receipt of payment by Lender, and the obligations of Indemnitor
hereunder shall continue to be effective or be reinstated, as the case may be,
as to such payment, all as though such previous payment by Indemnitor had never
been made.

     4. Waivers by Indemnitor. To the extent permitted by law, Indemnitor hereby
waives and agrees not to assert or take advantage of:

          (a)  Any right to require Lender to proceed against Borrower or any
               other person or to proceed against or exhaust any security held
               by Lender at any time or to pursue any other remedy in Lender's
               power or under any other agreement before proceeding against
               Indemnitor hereunder;

          (b)  The defense of the statute of limitations in any action
               hereunder;

          (c)  Any defense that may arise by reason of the incapacity, lack of
               authority, death or disability of any other person or persons or
               the failure of Lender to file or enforce a claim against the
               estate (in administration, bankruptcy or any other proceeding) of
               any other person or persons;

          (d)  Demand, presentment for payment notice of nonpayment intent to
               accelerate, acceleration, protest, notice of protest and all
               other notices of any kind, or the lack of any thereof, including,
               without limiting the generality of the foregoing, notice of the
               existence, creation or incurring of any new or additional
               indebtedness or obligation or of any action or non- action on the
               part of Borrower, Lender, any endorser or creditor of Borrower or
               of Indemnitor or on the part of any other person whomsoever under
               this or any other instrument in connection with any obligation or
               evidence of indebtedness held by Lender;

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          (e)  Any defense based upon an election of remedies by Lender;

          (f)  Any right or claim or right to cause a marshalling of the assets
               of Indemnitor;

          (g)  Any principle or provision of law, statutory or otherwise, which
               is or might be in conflict with the terms and provisions of this
               Agreement;

          (h)  Any duty on the part of Lender to disclose to Indemnitor any
               facts Lender may now or hereafter know about Borrower or the
               Security Property, regardless of whether Lender has reason to
               believe that any such facts materially increase the risk beyond
               that which Indemnitor intends to assume or has reason to believe
               that such facts are unknown to Indemnitor or has a reasonable
               opportunity to communicate such facts to Indemnitor, it being
               understood and agreed that Indemnitor is fully responsible for
               being and keeping informed of the financial condition of
               Borrower, of the condition of the Security Property and of any
               and all circumstances bearing on the risk that liability may be
               incurred by Indemnitor hereunder;

          (i)  Any lack of notice of disposition or of manner of disposition of
               any collateral for the Loan;

          (j)  Any invalidity, irregulatiry or unenforceability, in whole or in
               part, of any one or more of the Loan Documents;

          (k)  Any lack of commercial reasonableness in dealing with the
               collateral for the Loan;

          (l)  Any deficiencies in the collateral for the Loan or any deficiency
               in the ability of Lender to collect or to obtain performance from
               any persons or entities now or hereafter liable for the payment
               and performance of any obligation hereby guaranteed;

          (m)  Any assertion or claim that the automatic stay provided by 11
               U.S. C. Section 362 (arising upon the voluntary or involuntary
               bankruptcy proceeding of Borrower) or any other stay provided
               under any other debtor relief law (whether statutory, common law,
               case law or otherwise) of any jurisdiction whatsoever, now or
               hereafter in effect, which may be or become applicable, shall
               operate or be interpreted to stay, interdict, condition, reduce
               or inhibit the ability of Lender to enforce any of its rights,
               whether now or hereafter required, which Lender may have against
               Indemnitor or the collateral for the Loan;

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          (n)  Any modification of the Loan Documents or any obligation of
               Borrower relating to the Loan by operation of law or by action of
               any court, whether pursuant to the Bankruptcy Reform Act of 1978,
               as amended, or any other debtor relief law (whether statutory,
               common law, case law or otherwise) of any jurisdiction
               whatsoever, now or hereafter in effect, or otherwise; and

          (o)  Any action, occurrence, event or matter consented to by
               Indemnitor under Section 5(h) hereof, under any other provision
               hereof, or otherwise.

     5. General Provisions

          (a)  Fully Recourse. All of the terms and provisions of this Agreement
               are recourse obligation of Indemnitor and not restricted by any
               limitation on personal liability.

          (b)  Unsecured Obligations. Indemnitor hereby acknowledges that
               Lender's appraisal of the Security Property is such that Lender
               is not willing to accept the consequences of the inclusion of
               Indemnitor's indemnity set forth herein among the obligations
               secured by Security Instrument and the other Loan Documents and
               that Lender would not make the Loan but for the unsecured
               personal liability undertaken by Indemnitor herein.

          (c)  Survival. This Agreement shall be deemed to be continuing in
               nature and shall remain in full force and effect and shall
               survive the exercise of any remedy by Lender under the Security
               Instrument or any of the other Loan Documents, including, without
               limitation, any foreclosure or deed in lieu thereof, even if, as
               part of such remedy, the Loan is paid or satisfied in fully.

          (d)  No Subrogation; no Recorce Against Lender. Notwithstanding the
               satisfaction by Indemnitor of any liability hereunder, Indemniotr
               shall not have any right of subrogation, contribution,
               reimbursement or indemnity whatsoever or any right of recourse to
               or with respect to the assets or property of Borrower or to any
               collateral for the Loan. In connection with the foregoing,
               Indemnitor expressly waives any and all rights of subrogation to
               Lender against Borrower, and indemnitor hereby waives any rights
               to enforce any remedy which Lender may have against Borrower and
               any right to participate in any collateral for the Loan. In
               addition to and without in any way limiting the foregoing,
               Indemnitor hereby subordinates any and all indebtedness of
               Borrower now or hereafter owed to Indemnitor to all indebtedness
               of Borrower to Lender, and agrees with Lender that Indemnitor
               shall not demand or accept any payment of principal or interest
               from Borrower, shall not claim any offset or other reduction of
               Indemnitor's obligations hereunder because of any such
               indebtedness and shall not take any action to obtain any of the
               collateral from the Loan. Further, Indemnitor shall not have any
               right of recourse against Lender by reason of any action Lender
               may take or omit to take under the provisions of this Agreement
               or under the provisions of any of the Loan Documents.

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          (e)  Reservation of Rights. Nothing contained in this Agreement shall
               prevent or in any way diminish or interfere with any rights or
               remedies, including without limitation, the right to
               contribution, which Lender may have against Borrower, Indemnitor
               or any other party under the Comprehensive Environmental
               Response, Compensation and Liability Act of 1980 (codified at
               Title 42 U.S.C. Section 9601 et seq.), as it may be amended from
               time to time, or any other applicable federal, state or local
               laws, all such rights being hereby expressly reserved.

          (f)  Financial Statements; Net Worth. Indemnitor hereby agrees, as a
               material inducement to Lender to make the Loan to Borrower, to
               furnish to Lender promptly upon demand by Lender current and
               dated financial statements detailing the assets and liabilities
               of Indemnitor certified by Indemnitor, in form and substance
               acceptable to Lender. Old Line agrees to maintain a net worth of
               no less than $7,000,000.00. Webb agrees to maintain a net worth
               of no less than $3,500,000.00. Lucente agrees to maintain a net
               worth of no less than $1,000,000.00. The failure by any
               Indemnitor to maintain the net worth for such Indemnitor set
               forth above shall be deemed an "Event of Default" under the Loan
               Documents entitling lender to exercise any and all of its
               remedies thereunder. Indemnitor hereby warrants and represents
               unto lender that any and all balance sheets, net worth statements
               and other financial data which have heretofore been given or may
               hereafter be given to Lender with respect to Indemnitor did or
               will at the time of such delivery fairly and accurately present
               the financial condition of Indemnitor.

          (g)  Rights Cumulative; Payments. Lender's rights under this Agreement
               shall be in addition to all rights of Lender under the Note, the
               Security Instrument and the other Loan Documents. Further,
               payments made by Indemnitor, under this Agreement shall not
               reduce in any respect Borrower's obligations and liabilities
               under the Note, the Security Instrument and the Other Loan
               Documents.

          (h)  No Limitation on Liability. Indemnitor hereby consents and agrees
               that Lender may at any time and from time to time without further
               consent from Indemnitor do any of the following events, and the
               liability of Indemnitor under this agreement shall be conditional
               and absolute and shall in no way be impaired or limited by any of
               the following events, whether occurring with or without notice to
               Indemnitor or with or without consideration: (i) any extensions
               of time for performance required by any of the Loan Documents or
               extension or renewal of the Note; (ii) any sale, assignment or
               foreclosure of the Note, the Security Instrument or any of the
               other Loan Documents or any sale or transfer of the Security
               Property;

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               (iii) any change in the composition of Borrower, including
               without limitation, the withdrawal or removal of Indemnitor from
               any current or future position of ownership, management or
               control of Borrower; (iv) the accuracy or inaccuracy of the
               representations and warranties made by Indemnitor herein or by
               Borrower in any of the Loan Documents; (v) the release of
               Borrower or or of any other person or entity from performance or
               observance of any of the agreements, covenants, terms or
               conditions contained in any of the Loan Documents by operation of
               law, Lender's voluntary act or otherwise; (vi) the release or
               substitution in whole or in part of any security for the Loan;
               (vii) Lender's failure to record the Security Instrument or to
               file any financing statement (or Lender's improper recording or
               filing thereof) or to otherwise perfect, protect, secure or
               insure any lien or security interest given as security for the
               Loan; (viii) the modification of the terms of any one or more of
               the Loan Documents; or (ix) the taking or failure to take any
               action of any type whatsoever. No such action which Lender shall
               take or fail to take in connection with the Loan Documents or any
               collateral for the Loan, nor any course of dealing with Borrower
               or any other person, shall limit, impair or release Indemnitor's
               obligations hereunder, affect this Agreement in any way or afford
               Indemnitor any recourse against Lender. Nothing contained in the
               Section shall be construed to require Lender to take or refrain
               from taking any action referred to herein.

          (i)  Entire Agreement; Amendment; Severability. This Agreement
               contains the entire agreement between the parties respecting the
               matters herein set forth and supersedes all prior agreements,
               whether written or oral, between the parties respecting such
               matters. Any amendments or modification hereto, in order to be
               effective, shall be in writing and executed by the parties
               hereto. A determination that any provision of this Agreement is
               unenforceable or invalid shall not affect the enforceability or
               validity of any other provision, and any determination that the
               application of any provision of this Agreement to any person or
               circumstance in illegal or unenforceable shall not affect the
               enforceability or validity of such provision as it may apply to
               any other persons or circumstances.

          (j)  Governing Law; Binding Effect; Waiver of Acceptance. This
               Agreement shall be governed by and construed in accordance with
               the laws of the State in which the Security Property is located,
               except to the extent that the applicability of any such laws may
               now or hereafter be preempted by Federal law in which case such
               Federal law shall so govern and be controlling. This Agreement
               shall bind Indemnitor and the heirs, personal representatives,
               successors and assigns of Indemnitor and shall inure to the
               benefit of Lender and their respective heirs, successors and
               assigns. Notwithstanding the foregoing, Indemnitor shall not
               assign any of its rights or obligations under this agreement
               without the prior written consent of Lender, which consent may be
               withheld by Lender in its sole discretion. Indemnitor hereby
               waives any acceptance of this Agreement by lender, and this
               Agreement shall immediately be binding upon Indemnitor.

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          (k)  All notices, demands, requests or other communications to be sent
               by one party to the other hereunder or required by law shall be
               in writing and shall be deemed to have been validly given or
               served by delivery of the same in person to the intended
               addressee, or by depositing the same with Federal Express or
               another reputable private courier service for next business day
               delivery to the intended addressee at its address set forth on
               the first page of this Agreement or at such other address as may
               be designated by such party as herein provided, or by depositing
               the same in the United States mail, postage prepaid, registered
               or certified mail, return receipt requested, addressed to the
               intended addressee at its address set forth on the first page of
               this Agreement or at such other address as may be designated by
               such party as herein provided, or by depositing the same in the
               United States mail, postage prepaid, registered or certified
               mail, return receipt, requested, addressed to the intended
               addressee at its address set forth on the first page of this
               Agreement or at such other address as may be designated by such
               party as herein provided. All notices, demands and requests to be
               sent to Lender shall be addressed to the attention of the Capital
               Markets Group - Conduit lending program. All notices, demands and
               requests shall be effective upon such personal delivery, or one
               (1) business day after being deposited with the private courier
               service, or two (2) business days after being deposited in the
               United States mail as required above. Rejection or other refusal
               to accept or the inability to deliver because of changed address
               of which no notice was given as herein required shall be deemed
               to be receipt of the notice, demands or request sent. By giving
               to the other party hereto at lease fifteen (15) days' prior
               written notice thereof in accordance with the provisions hereof,
               the parties hereto shall have right from time to time to change
               their respective addresses and each shall have the right to
               specify as its address any other address within the United State
               of America.

          (l)  No Waiver; Time of Essence; Business Day. The failure of any
               party hereto to enforce any right or remedy hereunder, or to
               promptly enforce any such right or remedy, shall not constitute a
               waiver thereof nor give rise to any estoppel against such party
               nor excuse any of the parties hereto from their respective
               obligations hereunder. Any waiver of such right or remedy must be
               in writing and signed by the party to be bound. This Agreement is
               subject to enforcement at law or in equity, including actions for
               damages or specific performance. Time is of the essence hereof.
               The term "business day" as used herein shall mean any day other
               than a Saturday, Sunday, legal holiday or other day on which
               commercial bands in the state where the Security Property is
               located are authorized or required by law to close. All
               references in this agreement to a "day" or "date" shall be to a
               calendar day unless specifically referenced as a business day.

<PAGE>

          (m)  Captions for Convenience. The captions and headings of the
               sections and paragraphs of this Agreement are for convenience of
               reference only and shall not be construed in interpreting the
               provisions hereof.

          (n)  Attorney's Fees. In the event it is necessary for Lender to
               retain the services of an attorney or any other consultants in
               order to enforce this Agreement or the other Loan Documents, or
               any portion thereof, to collect any or all of the Costs or to
               obtain advise of an attorney or other consultant for any other
               cause or circumstance arising under or with respect to this
               Agreement Indemnitor agrees to pay to Lender any and all costs
               and expenses, including, without limitation, attorneys' fees,
               incurred by Lender as a result thereof and such costs, tees and
               expenses shall be included in Costs.

          (o)  Successive Actions. A separate right of action hereunder shall
               arise each time Lender acquires knowledge of any matter
               indemnified or guaranteed by Indemnitor under this Agreement.
               Separate and successive actions may be brought hereunder to
               enforce any of the provisions hereof at any time and from time to
               time. No action hereunder shall preclude any subsequent action
               and, Indemnitor hereby waives and covenants not to assert any
               defense in the nature of splitting of causes of action or merger
               of judgments.

          (p)  Reliance. Lender would not make the Loan to Borrower without this
               Agreement. Accordingly, Indemnitor intentionally and
               unconditionally enters into the covenants and agreement as set
               forth above and understands that, in reliance upon and in
               consideration of such covenants and agreements, the Loan shall be
               made and, as part and parcel thereof specific monetary and other
               obligations have been, are being and shall be entered into which
               would not be made or entered into bu for such reliance.

          (q)  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

               (i)  INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, AND HEREBY
                    KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE
                    ADVICE OF COMPETANT COUNSEL, (A) SUBMITS TO PERSONAL
                    JURISDICTION IN THE STATE IN WHICH THE SECURITY PROPERTY IS
                    LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON
                    ARISING FROM OR RELATING TO THIS AGREEMENT, (B) AGREES THAT
                    ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY
                    STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING
                    OVER THE COUNTY IN WHICH THE SECURITY PROPERTY IS LOCATED,
                    (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (D) TO
                    THE

<PAGE>

                    FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR AGREES THAT IT
                    WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER
                    FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER
                    TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM).
                    INDEMNITOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY
                    SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT,
                    ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL,
                    POSTAGE PREPAID, TO THE INDEMNITOR AT THE ADDRESS FOR
                    NOTICES DESCRIBED IN SECTION 5(k) HEREOF, AND CONSENTS AND
                    AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT
                    VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT
                    THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER
                    MANNER PERMITTED BY LAW).

               (ii) LENDER AND INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW,
                    HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND
                    UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND
                    FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
                    PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
                    RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION
                    OF LENDER OR INDEMNITOR, OR ANY OF THEIR DIRECTORS,
                    OFFICERS, PARTNERS, MEMBERS EMPLOYEES, AGENTS OR ATTORNEYS,
                    OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR INDEMNITOR,
                    IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN
                    CONTRACT, TORT OR OTHERWISE.

          (r)  Waiver by Indemnitor. Indemnitor covenants and agrees that, upon
               the commencement of a voluntary or involuntary bankruptcy
               proceeding by or against Borrower, Indemnitor shall not seek or
               cause Borrower or any other person or entity to seek a
               supplemental stay or other relief, whether injunctive or
               otherwise, pursuant to 11 U.S.C. 105 or any other provision of
               the Bankruptcy Reform Act of 1978, as amended, or any other
               debtor relief law, (whether statutory, common law, case law or
               otherwise) of any jurisdiction whatsoever, now or hereafter in
               effect, which may be or become applicable, to stay, interdict,
               condition, reduce or inhibit the ability of Lender to enforce any
               rights of Lender against Indemnitor or the collateral for the
               Loan by virtue of this Agreement or otherwise.

          (s)  No Petition. Indemnitor hereby covenants and agrees that it will
               not at any time institute against Borrower, or join in any
               institution against Borrower of, any bankruptcy proceedings under
               any United State Federal or state bankruptcy or similar law.

<PAGE>

          (t)  Counterparts. This Agreement may by executed in any number of
               counterparts, each of which shall be effective only upon delivery
               and thereafter shall be deemed an original, and all of which
               shall be taken to be one and the same instrument, for the same
               effect as if all parties hereto had signed the same signature
               page. Any signature page of this Agreement may be detached from
               any counterpart of this Agreement without impairing the legal
               effect of any signatures thereon and may be attached to another
               counterpart of this Agreement identical in form hereto but having
               attached to it one or more additional signature pages.

          (u)  Joint and Several Liability. Notwithstanding anything to the
               contrary contained herein except for any conflicting terms and
               provisions found in Section 5(v) below, the representations,
               warranties, covenants and agreements made by old line, Webb and
               Lucente herein, ad the liability of Old Line Webb and Lucente
               hereunder, are joint and several.

          (v)  Limitation on Recovery. The terms and provision of this paragraph
               control and superseded any conflicting terms and provisions
               contained in this agreement, including any conflicting terms and
               provision contained in this Agreement, including any conflicting
               terms and provisions found in Section 5(u) above.

               (i)  it is hereby agreed that the amount recoverable from Old
                    Line, under this agreement (but not the scope or extent of
                    the Costs or other liabilities and obligations guaranteed or
                    indemnified under this Agreement) shall be limited to an
                    amount equal to 50% of all liabilities, Costs and all other
                    amounts, including 100% of the costs of collection, that are
                    guaranteed by Old Line under this Agreement or for which
                    lender is indemnified under this Agreement from time to time
                    arising. Old Line acknowledges that the foregoing limitation
                    on recovery is applicable to each and every event or
                    circumstance resulting in any liability or Cost to Lender
                    and that the intent of Old Line and Lender is to limit the
                    amount of such recovery. Old Line specifically acknowledges
                    that the limitation set forth above is a limitation upon the
                    amount recoverable from Old Line under this Agreement, and
                    that such limitation does not and shall not be construed to
                    result in the satisfaction of the obligations of Old Line
                    hereunder until paid, pursuant to this Agreement and Lender
                    has received the full amount recoverable from Old Line as
                    limited under the terms of Section 5(v).

               (ii) it is hereby agreed that the amount recoverable from Webb,
                    under this Agreement (but not the scope or extent of the
                    Costs or other liabilities and obligations guaranteed or
                    indemnified under this Agreement) shall be limited to an
                    amount equal to 25% of all

<PAGE>

                    liabilities, Costs and all other amounts, including 100% of
                    the costs of collection, that are guaranteed by Webb under
                    this Agreement or for which Lender is indemnified under this
                    Agreement from time to time arising. Webb acknowledges that
                    the foregoing limitation on recovery is applicable to each
                    and every event or circumstance resulting in any liability
                    or Cost to Lender and that the intent of Webb and Lender is
                    to limit the amount of such recovery. Webb specifically
                    acknowledges that the limitation set forth above is a
                    limitation only upon the amount recoverable from Webb under
                    this Agreement, and that such limitation does not and shall
                    not be construed to result in the satisfaction of the
                    obligations of Webb hereunder until paid, pursuant to this
                    Agreement, and Lender has received the full amount
                    recoverable from Webb as limited under the terms of this
                    Section 5(v).

               (iii) it is hereby agreed that the amount recoverable from
                    Lucente, under this Agreement (but not the cope or extent of
                    the Costs or other liabilities and obligations guaranteed or
                    indemnified under this Agreement) shall be limited to an
                    amount equal to 25% of all liabilities, Costs and all other
                    amounts, including 100% of the costs of collection, that are
                    guaranteed by Lucente under this Agreement or for which
                    Lender is indemnified under this Agreement from time to time
                    arising. Lucente acknowledges that the foregoing limitation
                    on recovery is applicable to each and every event or
                    circumstance resulting in any liability or Cost to Lender
                    and that the intent of Lucente and Lender is to limit the
                    amount of such recovery. Lucente specifically acknowledges
                    that the limitation set forth above is a limitation only
                    upon the amount recoverable from Lucente under this
                    Agreement, and that such limitation does not and shall not
                    be construed to result in the satisfaction of the
                    obligations of Lucente hereunder until paid, pursuant to
                    this Agreement, and Lender has received the full amount
                    recoverable from Lucente as limited under the terms of this
                    Section 5(v).

[NO FURTHER TEXT ON THIS PAGE]

<PAGE>

     IN WITNESS WHEREOF, Indemnitor has executed this Indemnity Agreement as of
the day and year first above written.

                                        INDEMNITORS:

                                        OLD LINE BANCSHARES, INC., a Maryland
                                        corporation


                                        By: /s/ James W. Cornelsen
                                            ------------------------------------
                                        Name: James W. Cornelsen
                                        Title: President


                                        J. WEBB, INC., a Maryland corporation


                                        By: /s/ Michael M. Webb
                                            ------------------------------------
                                        Name: Michael M. Webb
                                        Title: President


                                        LUCENTE ENTERPRISES, INC., a Maryland
                                        corporation


                                        By: /s/ Frank Lucente
                                            ------------------------------------
                                        Name: Frank Lucente, Jr.
                                        Title: President

<PAGE>

                                    EXHIBIT A

                              PROPERTY DESCRIPTION

Parcel lettered "E", in Block numbered Thirty (30), in the Subdivision known as
"Pointer Ridge at Belair Village", as per Plat thereof recorded among the Land
Records of Prince George's County, Maryland, as recorded in Plat Book WWW 78, at
Plat 37. Being in the 7th Election District of said county.