<PAGE>

                                                                   Exhibit 10.38

                          POINTER RIDGE OFFICE BUILDING

                                LEASE AGREEMENT(1)

LANDLORD:   POINTER RIDGE OFFICE INVESTMENT, LLC

TENANT:     OLD LINE BANK

            4`TH FLOOR

---------
(1) 06 Nov 06
                                       1

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION   TITLE
<S>       <C>

1         Premises

2         Term

3         Rent

4         Additional Rent: Operating Expenses & Real Estate Taxes

5         Completion of Leasehold Improvements: Delayed Possession

6         Use of Premises

7         Assignment and Subletting

8         Maintenance by Tenant

9         Hours of Operation and Services

10        Tenant Alterations: Installation of Fixtures

11        Advertising

12        Deliveries

13        Equipment

14        Inspections: Entry

15        Insurance

16        Damage to Premises or Building

17        Waiver of Liability

18        Bankruptcy

19        Casualty

20        Condemnation

21        Default

22        Subordination

23        Jury Trial

24        Holdover Provisions

25        Successors' Obligation

26        Rules and Regulations

27        Covenants of Landlord

28        Reservation of Rights of Landlord

29        Construction of Leasehold Improvements

30        Security Deposit

31        Parking

32        Mortgagee Approval
</TABLE>

                                       2

<PAGE>

                          TABLE OF CONTENTS (continued)

<TABLE>
<CAPTION>
SECTION   TITLE
<S>       <C>

33        Gender

34        Notices

35        Estoppel Certificates and Financial Statements

36        Governing Law

37        Brokers

38        Waiver of Breach

39        Severability of Clauses

40        Captions for Convenience

41        Duplicate Counterparts Originals

42        Entire Agreement

43        Authorization

44        Hazardous Materials

45        Relocation of Premises
</TABLE>

                                    EXHIBITS

Exhibit A Description and Floor Plan/Site Plan of the Premises
Exhibit B Tenant Certificate concerning the Premises and its Condition
Exhibit C Rules and Regulations of the Building
Exhibit D Leasehold Improvements and Tenant Standards

                                       3

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                                 LEASE AGREEMENT

      THIS AGREEMENT OF LEASE (the "Lease") made this 6'th day of June, 2006 by
and between Pointer Ridge Office Investment, LLC, a Maryland limited liability
company (hereinafter referred to as "LANDLORD") and Old Line Bank (hereinafter
referred to as "TENANT").

      WITNESSETH, that for and in consideration of the rent hereinafter reserved
and of the mutual covenants and agreements hereinafter set forth, LANDLORD and
TENANT do hereby mutually agree as follows:

      1. PREMISES.

            LANDLORD does hereby lease and demise to TENANT, and TENANT does
hereby, lease and take from LANDLORD for the Term and upon the covenants and
conditions hereinafter set forth, the space (hereinafter referred to as the
"Premises") that is more fully described, set forth, or depicted, in Exhibit A
which is attached hereto and incorporated herein. Said Premises to contain
approximately Eleven thousand fifty-three (11,053) square feet of rentable
area on the Fourth floor in a building located at 1525 Pointer Ridge Place,
Bowie, Maryland (hereinafter referred to as the Building).

            LANDLORD agrees, at its cost, to provide TENANT with those leasehold
improvements that are described in Exhibit D which is attached hereto and
incorporated herein. The cost of any leasehold improvements over and above those
which are specified in Exhibit D will be borne by TENANT.

      2. TERM.

            (a) The Term of this Lease (hereinafter referred to as the "Term")
shall be ( 13) years commencing on or about June 6, 2006 (the "Lease
Commencement Date"), and expiring thirteen (13) years thereafter or on or
about midnight, May 31, 2019 (hereinafter referred to as the "Lease Expiration
Date") with two 5 year renewal options.

            (b) In the event TENANT'S occupancy of the Premises commences on a
date other than the first day of a calendar month, the Lease Commencement Date
shall be the first day of the following month, and the Lease Expiration Date
shall be adjusted correspondingly, such that the Term of this Lease shall be for
the same period of time set forth in subsection (a) of this Section 2. Any
occupancy prior to the Lease Commencement Date shall be pursuant to all the
Terms and conditions of this Lease, and rent shall be prorated for such
fractional period of the month of early occupancy.

                                       4

<PAGE>

      3. RENT.

            (a) (i) During and for the Term thereof, commencing on the Lease
Commencement Date specified in Section 2(a) above or the Lease Commencement Date
specified in the notice described in Section 5(e) below, whichever is later,
TENANT covenants and agrees to pay LANDLORD for the Premises, without notice or
demand and without deduction, set off or abatement, a fixed minimum guaranteed
Base Rent (hereinafter sometimes referred to as the "Base Rent") of
approximately twenty-five & 00/100 Dollars ($25.00) per square foot of rentable
space, as determined by LANDLORD'S architect or space planner, and set forth in
Exhibit B, in the Premises per year, payable in monthly installments of ( $
23,027.00 ) in advance (hereinafter sometimes referred to as "Monthly Base
Rent") as hereinafter set forth. TENANT shall pay all rent to LANDLORD at the
office of LANDLORD, or to such other party or at such other address as LANDLORD
may designate from time to time by written notice to TENANT. Rent which shall be
paid on or before the first day of each and every calendar month during the Term
hereof; provided, however, that the Monthly Base Rent for the first month of the
Term shall be due and payable at the time of execution of this Lease by TENANT.
TENANT'S obligation to pay rent shall begin when the U & O is issued and TENANT
is given the right to occupy premise. TENANT build outs shall be substantially
completed.

                  (ii) TENANT covenants and agrees to pay to LANDLORD a late fee
equal to fifteen five percent (5%) of the Monthly Base Rent and/or additional
rent or other payments due under this Lease if said payments are not received
within ten (10) days of their due date. [In addition, any such delinquent
payments shall bear interest at the rate of two percent (2%) per annum above the
"prime rate" established by Bank of America, N.A., as of the date such payment
became due, from the date such payment became due and payable to the date of
payment thereof by TENANT; provided, however, that nothing herein contained
shall be construed or implemented in such a manner as to allow LANDLORD to
charge or receive interest in excess of the maximum rate then allowed by law.
All such late fees and interest charge shall be deemed additional rent due
hereunder and shall be payable with the next installment of Monthly Base Rent.]
(portion in [ ] has been deleted).

            (b) The Monthly Base Rent shall be increased one year from the date
of occupancy by TENANT by three percent (3%) of the Monthly Base Rent for the
month immediately preceding.

                                       5

<PAGE>

            (c) Rent payments shall be sent to Pointer Ridge Office Investment,
LLC, 1525 Pointer Ridge Place, Bowie, MD (or at such other address as LANDLORD
may in writing direct).

      4. ADDITIONAL RENT: OPERATING EXPENSES & REAL ESTATE TAXES.

            (a) TENANT shall pay, as additional rent, for its Proportionate
share of any Operating Expenses and real estate taxes for the Land and Building
(including real estate taxes and Operating Expenses for the Land which may be
paid as part of the ground rent, if any) in excess of the 2006 base year
operating expense for the Building.

                  (i) Commencing on January 1st of the calendar year immediately
following the year in which this Lease commences and every year thereafter
during the Term of this Lease, TENANT shall pay to LANDLORD, on the first day of
each calendar month, an amount equal to one-twelfth (1/12) of TENANT'S
Proportionate Share of LANDLORD'S reasonable estimate (as adjusted annually) of
the amount by which the sum of such Operating Expenses and real estate taxes for
the then current calendar year will exceed the 2006 base year operating expense
for the Building.

                  (ii) Within one hundred twenty (120) days following the end of
each calendar year, LANDLORD shall furnish TENANT a statement covering the year
(or portion thereof) just expired, (including the initial years and final year
of the Lease Term) showing the total Operating Expenses and real estate taxes,
the amount of TENANT'S Proportionate Share of the same, and the payments made by
TENANT with respect to such year. If TENANT'S Proportionate Share of Operating
Expenses and real estate taxes in excess of the 2006 base year operating
expenses for the Building exceeds TENANT'S payments so made, TENANT shall pay
LANDLORD the deficiency within thirty (30) days after receipt of such statement.
If TENANT'S payments exceed TENANT'S Proportionate Share of Operating Expenses
and real estate taxes, the excess over and above the 2006 base year shall
credited towards the next installment of additional rent or if the Lease is
expiring, the excess over and above the 2006 base year shall be refunded to
TENANT within thirty (30) days following the delivery of such statement.

            (b) The Term "Operating Expenses" as used herein shall mean all
expenses, costs, and disbursements of every kind and nature which LANDLORD shall
pay or become obligated to pay in connection with the ownership and/or operation
of the Land, Building and adjacent parking facilities (hereinafter referred to
collectively as the "Property"). By way of

                                       6

<PAGE>

example, but without limitation, Operating Expenses shall include wages,
salaries, bonuses, fringe benefits (including hospitalization, medical,
surgical, dental and/or group life insurance and pension payments) and uniforms
and dry cleaning thereof, for employees engaged in the operation, maintenance or
repair of the Property; social security, unemployment and other payroll taxes
and all other taxes due and payable (with the exception of income taxes) with
regard to the Premises; license fees; worker's compensation insurance;
electricity (except as directly billed to tenants of the Building) gas, water,
sewer and other fuel and utilities; utility taxes; fire, casualty, liability,
and other insurance; repairs, maintenance, painting and cleaning of the Property
and supplies necessary therefore; cleaning of windows and exterior curtain
walls; snow removal, cleaning and other service contracts; general overhead,
administrative expenses and management fees; legal, accounting, common area or
Owner-Association dues, and other professional fees and disbursements incurred
in connection with the operation and management of the Property; decorations;
exterior and interior landscaping; depreciation of tools and equipment used in
the operation, cleaning, repair, safety, management, security or maintenance of
the Property and any other costs, charge and expenses which under generally
accepted accounting and management practices, would be regarded as maintenance
and Operating Expenses.

                  (i) The Term "Operating Expenses" shall not include any of the
following: expenses for capital improvements made to the Property except those
expenses which are incurred in order to decrease the overall Operating Expenses
for the Property or are incurred for the general maintenance of the Property;
expenses for painting, redecorating, or other work which LANDLORD performs for
any tenant of the Building, the expense of which is billed to such tenant;
interest, amortization or other payments on loans to LANDLORD whether secured or
unsecured, or any costs connected with refinancing of such loans; charge for
depreciation of the Building or other said improvements; ground rent payments;
real estate brokerage fees and commissions; space planning fees and commissions;
and advertising and marketing costs.

            (c) The Term "Proportionate Share" as used herein shall be that
fraction having as a numerator the total number of rentable square feet
contained in the Premises, and as a denominator the number which is ninety-five
percent (95%) of the total number of rentable square feet contained in the
Building, unless the Building is leased and occupied at a percentage of total
gross square feet exceeding ninety-five percent (95%), at which the denominator
will be the actual square footage leased and occupied, as so determined by

                                       7

<PAGE>

LANDLORD'S architect or space planner. TENANT'S Proportionate Share is hereby
estimated to be 29.09%.

      5. COMPLETION OF LEASEHOLD IMPROVEMENTS: DELAYED POSSESSION.

            (a) All of the work to be done by LANDLORD in completing the Leased
Premises (herein called "Landlord's Work") shall be substantially in accordance
with plans and specifications prepared by LANDLORD'S architects and engineers in
accordance with the provisions of subsection (b). The Landlord's Work shall be
deemed approved by TENANT in all respects as of the Lease Commencement Date
except for punch list items of Landlord's Work as to which TENANT shall have
given written notice to LANDLORD within five (5) Business Days after the Lease
Commencement Date.

            (b) On or before ___________, TENANT shall deliver to LANDLORD two
(2) sets of TENANT'S approved final architectural layout drawings (TENANT'S
Space Layout") for the Leased Premises, containing, among other things, its
partition and layout requirements, location of telephone and electrical outlets,
special lighting requirements, any requirements for heating, ventilating and
air-conditioning which exceed LANDLORD'S Building Standard Work and all other
information necessary for the preparation of working drawing and specifications
for completion of the Leased Premises. LANDLORD shall, at its expense,
reasonably provide TENANT with the services of LANDLORD'S space planner to
assist TENANT in preparing Tenant's Space Layout. TENANT agrees to work
expeditiously and with all due diligence with LANDLORD'S space planner,
architects, engineers and others to complete and approve all plans and
specifications to be prepared pursuant to this subsection. After receipt of
TENANT'S Space Layout, LANDLORD shall prepare and deliver to TENANT, with
reasonable promptness, a detailed statement itemizing the amount, if any by
which the total cost [including general contractor's overhead and profit and the
management fee referred to in subsection (d)] of completing the Leased Premises
exceeds the cost of providing LANDLORD'S Building Standard Work (Such excess
cost is hereinafter referred to as "TENANT'S Excess Cost"). Within Five (5)
Business Days after receipt of LANDLORD'S statement of TENANT'S Excess Cost,
TENANT shall either approve the statement of TENANT'S Excess Cost in writing or
advise LANDLORD that it desires to modify its Space Layout, (i) TENANT shall
have the right to make such modifications and to resubmit its Space Layout, as
modified, to LANDLORD; (ii) LANDLORD shall re-price any modifications made by
TENANT and shall inform TENANT of the same as promptly as possible; (iii) any
delay in completing the Leased Premises caused by TENANT'S modifications shall
not postpone or defer the Lease Commencement Date or TENANT'S

                                       8

<PAGE>

obligation to pay Base Rent as of the Rent Commencement Date, but the Lease
Commencement Date and the Rent Commencement Date shall occur on the days when
they would otherwise have occurred if TENANT had not made such modifications,
and the period of time during which LANDLORD is required to complete the Leased
Premises shall be extended for a period of time equal to the number of days of
such delay. TENANT shall furnish to LANDLORD, within three (3) days after
request therefore, any additional information not contained in TENANT'S Space
Layout needed by LANDLORD to prepare the working drawings and specifications or
to order materials or let bids for the Leased Premises. LANDLORD shall pay all
costs and expenses of preparing the initial architectural, mechanical and
electrical working drawings and specifications for the Leased Premises, but
TENANT shall reimburse LANDLORD within fifteen (15) days after receipt of an
invoice therefore, for all such costs and expenses which are reasonably
allocable (in the judgment of LANDLORD'S architects and engineers) to special
items or revisions due to a change in TENANT'S approved Space Layout.

            (c) After TENANT approves LANDLORD'S statements of TENANT'S Excess
Cost and TENANT has paid to LANDLORD fifty percent (50%) of the TENANT'S Excess
Cost, then LANDLORD shall proceed with due diligence to prepare the final
architectural, mechanical and electrical working drawings and to complete the
Leased Premises for TENANT'S use and occupancy accordingly. Landlord's Work
shall be done substantially in accordance with the approved plans and
specifications and shall be performed in a good workmanlike manner and all
materials shall be of first-class quality. TENANT agrees to pay the LANDLORD the
final fifty percent (50%) of the TENANT'S Excess Cost prior to occupancy but no
later than fifteen (15) days after notice to the TENANT that the Leased Premises
are substantially complete.

            (d) LANDLORD'S Building Standard Work is described in Exhibit D to
this Lease. Special items shall be furnished and installed at LANDLORD'S cost
plus a reasonable fee for administration and management costs.

            (e)The Lease Commencement Date shall be the date specified in
Section 2(a), except that if the Landlord's Work has not been Substantially
Completed or the Building is not "Ready for Occupancy", or both, by the date
specified in Section 2(a), the Lease Commencement Date shall be the earlier of
(i) the date on which LANDLORD gives notice to TENANT that the Landlord's Work
has been Substantially Completed and the Building is "Ready for Occupancy", or
(ii) the date on which TENANT assumes possession and occupancy of the Leased
Premises. On the Lease Commencement Date, TENANT shall, at the request of
LANDLORD, execute and deliver to LANDLORD a written instrument in the form of
Exhibit B

                                       9

<PAGE>

attached hereto, which shall be an addendum to this Lease setting forth the
Rentable Area in terms of the precise number of square feet of rentable space,
the amount of the Base Rent and the precise dates of commencement and expiration
of the Term, and certifying that TENANT is in possession of the Leased Premises
and has no claims, defenses, offsets or counterclaims against LANDLORD, or
specifying each such claim, defense, offset or counterclaim. The Building shall
not be considered Ready for Occupancy unless (i) the public areas of the ground
(i.e., first) floor of the Building and all floors to be occupied by TENANT have
been substantially completed and are available for use by the public, (ii) all
utility systems for the Leased Premises, the Building lobby and all public areas
of floors of the Building to be wholly or partially occupied by TENANT have been
installed and are available in full operating condition, (iii) the Building
elevators have been installed and are operational, (if applicable), (iv) the
Building security system has been installed and is operational (if applicable),
(v) the structured parking facility for the Building has been Substantially
Completed and is available for use by the public (if applicable) and (vi)
LANDLORD or TENANT has received a temporary or permanent certificate of
occupancy or non-residential use permit (either of which is sometimes
hereinafter referred to as an "occupancy permit") from the applicable
governmental authorities permitting the Leased Premises lawfully to be occupied
by TENANT.

            (f) If (i) TENANT fails to deliver its Space Layout to LANDLORD
within the time prescribed by subsection (b); (ii) within five (5) business days
after receipt, TENANT fails to approve in writing LANDLORD'S statement of
TENANT'S Excess Cost or to submit its suggested changes for re-pricing; or (iii)
within three (3) days after request therefore TENANT fails to provide LANDLORD
with any other information requested by LANDLORD for the purpose of completing
the working drawings and specifications for the Leased Premises or the ordering
of materials or the letting of bids for Landlord's Work, then, any such failure
shall not postpone or defer the Lease Commencement Date, or TENANT'S obligation
to pay Base Rent as of the Lease Commencement Date, but the Lease Commencement
Date shall occur on the day when it would otherwise have occurred if TENANT had
not failed to provide such information or to take such action, and the period of
time during which LANDLORD is required to complete the Leased Premises shall be
extended for a period of time equal to the number of days of such delay.

            (g) TENANT understands that the installation and completion of
special items may take longer than would the installation and completion of
LANDLORD'S Building Standard Work. If LANDLORD has substantially completed all
of Landlord's Work, except for (i) special

                                       10

<PAGE>

items requested by TENANT which have not been completed because of a delay in
the delivery of materials for said special items to the Leased Premises, such
delay not being caused by LANDLORD, its AGENTS, employees or contractor, or (ii)
portions of LANDLORD'S Building Standard Work which may not be completed until
after installation of said special items for which delivery of materials to the
Leased Premises has been delayed, such delay not being caused by LANDLORD, its
AGENTS, employees or contractors, LANDLORD shall be deemed to have substantially
completed its work, and the Term shall commence as provided in subsection (e),
even if said delay has prevented issuance of an occupancy permit. After delivery
of the materials for the special items, LANDLORD shall proceed with due
diligence to install them and to complete all other portions of Landlord's Work
that could not be completed until after the installation of the special items.

            (h) On or before the Lease Commencement Date, LANDLORD and TENANT,
or their respective AGENTS, shall inspect the Leased Premises and shall prepare
and sign an inspection form describing the condition of the Leased Premises. At
the time TENANT surrenders the Leased Premises at the end of the Term, or within
three (3) days thereafter, LANDLORD and TENANT, or their respective AGENTS,
shall make a similar inspection of the Leased Premises and shall prepare and
sign a similar inspection form to describe the condition of the Leased Premises
at the time of surrender. LANDLORD shall not be obligated to refund to TENANT
all or any part of the security deposit until LANDLORD receives these signed
inspection forms.

            (i) When TENANT shall have (i) taken actual possession of the entire
Leased Premises, (ii) executed and delivered to LANDLORD the inspection form
referred to in subsection (e) and the instrument requested by LANDLORD pursuant
to the provisions of subsections (e), and (iii) delivered to LANDLORD the fully
paid for insurance policy required under Section 15(b), or a certificate
thereof, LANDLORD shall pay to TENANT, in the form of a credit towards above
Building standard tenant improvements, the amount, if any, of the unused balance
of TENANT'S standard allowance for Leasehold Improvements, less any amount which
shall then be owed by TENANT to LANDLORD under any of the provisions of this
Lease.

            (j) In the event that LANDLORD shall be unable to give possession of
the Premises on the Lease Commencement Date specified in Section 2(a) of this
Lease for any reason, such failure to do so shall not affect or impair the
validity of this Lease or the obligations of TENANT hereunder, except as
expressly provided herein, and LANDLORD shall not be subject to any liability
for damages for such failure to give possession on said date. Possession

                                       11

<PAGE>

of the Premises shall be deemed tendered and delivered to TENANT on the date
that LANDLORD gives notice as provided in subsection (e) of this paragraph to
TENANT.

            (k) If for any reason the LANDLORD shall be unable to give
possession of the Premises to TENANT more than six (6) months after the Lease
Commencement Date specified in Section 2(a), then either party shall have as its
sole remedy, with no further liability or obligation on the part of either
party, the right to cancel this Lease after such date by giving ninety (90) days
prior written notice of such termination to the other party. If LANDLORD shall
tender possession of the Premises to TENANT after TENANT has given such notice
but prior to the expiration of such ninety (90) day period, any notice given by
TENANT shall thereupon be nullified. Upon any such cancellation becoming
effective, LANDLORD and TENANT shall be entirely relieved of their obligations
hereunder, and any security deposit, prepaid rent, and/or payment for additional
leasehold improvements given by TENANT to LANDLORD shall be returned to TENANT.
Said six (6) month period shall be extended by a number of days equal to the
time of delay, in the event of either of the following:

                  (i) If TENANT has not approved and signed off on all final
plans and specifications necessary for the construction of Leasehold
Improvements (as defined in Exhibit D to be attached hereto and incorporated
herein by reference), including paint, carpet and other finishes, by the date
specified in subsection (b) of this paragraph: unless any such delay is caused
by LANDLORD and/or LANDLORD'S architect and/or engineers;

                  (ii) If the delay in completion of the Premises is due to work
items which are not Building Standard (as defined in Exhibit D to be attached
hereto and incorporated herein by reference), including work performed by
TENANT'S own contractor(s).

            (l) This Lease and the obligations of TENANT to pay the minimum
annual rent and all additional rent and to perform all of the Terms, covenants
and conditions on the part of TENANT to be performed shall in no way be
affected, impaired or excused because LANDLORD, due to any and all delays beyond
LANDLORD'S reasonable control, including, but without limitation, delays caused
by TENANT, governmental restrictions, government preemption, strikes, labor
disputes, lock-outs, shortage of labor or materials, acts of God, enemy action,
civil commotion, riot or insurrection, or fire or other unavoidable casualty, is
(i) unable to fulfill any of its obligations under this Lease, or (ii) unable to
supply or delay in supplying any service expressly or impliedly to be supplied,
or (iii) unable to make or delay in making any repairs, replacements, additions,
Alterations or decorations, or (iv) unable to supply or delay in supplying any
equipment or fixtures. LANDLORD shall in each instance exercise

                                       12

<PAGE>

reasonable diligence to effect performance when and as soon as possible.
However, LANDLORD shall be under no obligation to pay overtime labor rates.

            Further, if either of the delays set forth in subsection (k) above
causes delayed possession by TENANT, the obligation to pay rent shall commence
at such time as any such delay is the only remaining cause of TENANT'S delayed
possession.

      6. USE OF PREMISES.

            (a) TENANT shall use and occupy the Premises solely for general
business uses provided that such use(s) is (are) in accordance with applicable
zoning and other local governmental regulations. Without the prior written
consent of LANDLORD, the Premises shall not be used for any other purposes or
uses whatsoever. TENANT shall not use or occupy the Premises for any unlawful
purpose, and shall comply with all present and future laws, ordinances,
regulations, and orders of the United States of America, Maryland, County of
Prince George's, and any other public or quasi-public authority having
jurisdiction over the Premises.

            (b) Prior to the execution of this Lease, TENANT shall advise the
LANDLORD in writing if any of its intended uses or activities or any of its
TENANT requirements, including but not limited to its desired TENANT
Improvements, would in any way be in non-conformity with the then existing
zoning and use restrictions that apply to the Building or the Land. Unless
otherwise provided, the LANDLORD shall be responsible for obtaining variances
that are necessary to accommodate such non-conforming uses or activities that
had been disclosed to it in writing.

            (c) Any problem, delay or expense that arises from any
non-conforming use or activity that was not so disclosed by the TENANT, shall be
the responsibility of the TENANT, and the TENANT indemnifies the LANDLORD for
expenses incurred in attempting to resolve the non-conforming situation. Any
delay caused by such a non-conforming situation shall not delay the Lease
Commencement Date.

      7. ASSIGNMENT AND SUBLETTING.

            (a) TENANT shall not assign, transfer, mortgage, or otherwise
encumber this Lease, or sublet, rent, or permit occupancy or use of the
Premises, or any part thereof, without obtaining the prior written consent of
LANDLORD, nor shall any subletting, assignment or transfer of this Lease or the
right of occupancy hereunder be effected by operation of law or in any manner
other than with the prior written consent of LANDLORD. LANDLORD'S written
consent shall not be unreasonably withheld. Any assignment or subletting or
transfer with or without LANDLORD'S consent shall not be construed as a waiver
or release of TENANT from

                                       13

<PAGE>

liability hereunder for the payment of rent or the performance and observance of
any of the Terms and conditions of this Lease. The collection or acceptance of
rent from any assignee, subtenant, or occupant shall not constitute a waiver or
release of TENANT from any covenant or obligation contained in this Lease, nor
shall any assignment or subletting be construed to relieve TENANT from obtaining
the consent in writing of LANDLORD to any further assignment or subletting.

            (b) In the event that TENANT desires to assign or sublet all or a
portion of the Premises, TENANT shall give to LANDLORD sixty (60) days written
notice of TENANT'S intention to do the same, the name, address and a current
financial statement of the proposed subtenant or assignee, and a copy of the
proposed assignment or sublease, specifying, among other items, the proposed
use, the Term and rent of the proposed sublease or assignment. In such event,
LANDLORD shall have the option to (i) sublet such portion of the Premises from
TENANT at the Base Rent set forth herein, or (ii) to terminate this Lease, for
the entire Premises or for the affected portion of the Premises, as of the
effective date of the proposed sublease or assignment or (iii) give notice of
consent or disapproval. Within thirty (30) days after receipt of said notice,
LANDLORD shall give written notice to TENANT, stating whether LANDLORD approves
or disapproves the proposed assignment or sublease, or whether LANDLORD shall
exercise its option to sublet or terminate as set forth above. In the event the
LANDLORD does not exercise its option to sublet the Premises or to terminate
this Lease as heretofore provided, TENANT may sublet or assign the Premises only
after first obtaining the written consent of LANDLORD, such consent to not
unreasonably be withheld.

            (c) In the event that TENANT defaults hereunder, TENANT hereby
assigns to LANDLORD the rent due from any subtenant or assignee of TENANT and
hereby authorizes each such subtenant or assignee to pay said rent directly to
LANDLORD.

            (d) Upon any sublease or assignment of this Lease, all option
rights, right of refusal, and expansion rights, shall terminate and be of no
further force or effect. Further, TENANT shall not have the right to exercise
any such option rights, rights of refusal, or expansion rights unless TENANT
shall be in occupancy of the Premises at the time of exercise.

      8. MAINTENANCE.

            TENANT shall keep the Premises and fixtures and equipment therein in
clean, safe, and sanitary condition and good order, will suffer no waste or
injury thereto, and will, at the expiration or other termination of this Lease,
surrender the same, broom clean, in the same order and condition in which they
are on the Lease Commencement Date, ordinary wear and

                                       14

<PAGE>

tear excepted. Maintenance and repair of all equipment and/or fixtures within or
for the exclusive benefit of the Premises, including but not limited to, kitchen
fixtures, special air-conditioning equipment, bathroom fixtures, computers, or
any other type of equipment or improvements, together with related plumbing,
electrical, or other utility services, whether installed by TENANT or LANDLORD
on behalf of TENANT, shall be the sole responsibility of TENANT, and LANDLORD
shall have no obligation in connection therewith.

      9. HOURS OF OPERATION.

            The regularly scheduled hours of operation for the Building shall be
8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m.,
Saturday (excepting the holidays set forth below). LANDLORD shall furnish heat
or air-conditioning to the Premises during the regularly scheduled hours during
the appropriate seasons of the year. LANDLORD shall also furnish, in accordance
with Section 4 above, reasonably adequate electric current, water, lavatory
supplies, automatically operated elevator service, (if applicable) and normal
and usual cleaning and janitorial service. Holidays on which said heating,
air-conditioning and other services shall not be provided are: New Year's Day,
President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day and Christmas Day, and such other holidays as observed by the
Federal Government. Such holidays shall be observed on the same dates as are
observed by the Federal Government. If TENANT desires air conditioning or heat
and/or other utilities or services beyond the hours and days as herein above set
forth, and if mutually satisfactory written agreements are made with LANDLORD,
or its agent, not less than twenty-four (24) hours in advance of the
requirement, LANDLORD shall use its best efforts to furnish such additional air
conditioning or heat and/or utilities or services to TENANT, and TENANT agrees
to pay LANDLORD any additional costs of such services in an amount equal to the
total direct costs and a ten percent (10%) administrative fee of providing such
additional services on an overtime basis. Provided, however, that LANDLORD and
its agent shall not be liable for failure to furnish or for suspension or delay
in furnishing any or all of such services caused by breakdown, maintenance or
repair work, strike, riot, civil commotion, or any other cause or reason
whatsoever beyond the control of LANDLORD.

      10. TENANT ALTERATIONS.

            (a) Except for initial Leasehold Improvements made pursuant to
Section 29 and Exhibit D hereof, TENANT shall not make or permit anyone to make
any Alterations, decorations, additions, or improvements, structural or
otherwise, or install any fixtures

                                       15

<PAGE>

(hereinafter collectively referred to as "Alterations"), in or to the Premises
or the Building without the prior written consent of LANDLORD. All of such
Alterations permitted by LANDLORD must conform to all rules and regulations
established from time to time by the Insurance Underwriter's Association of the
local area and by the LANDLORD and conform to all requirements of the Federal,
state and local governments. Prior to the commencement of work on any
Alterations, the LANDLORD'S written approval must be obtained as to (i) the
contractor(s) and subcontractor(s) selected to perform such work, and (ii)
comprehensive plans and specifications showing all the proposed Alterations,
including detailed descriptions of the effect of the proposed Alterations on the
mechanical and electrical systems of the Building. LANDLORD shall have the right
to stop such work if the LANDLORD or its designated agent determines that such
work is not being done in a workmanlike manner or in accordance with the plans
and specifications provided to LANDLORD. In such event, TENANT shall promptly
correct the problem(s) which gave rise to the work stoppage, and if TENANT fails
to do so within a time period determined by LANDLORD to be reasonable, then
LANDLORD may, at its sole option, correct such problem(s), or complete the
Alterations, or remove the Alterations and restore the Premises to their
original condition, and TENANT shall be liable for the costs of such action as
additional rent. It is understood and agreed by LANDLORD and TENANT that any
such Alterations shall be constructed on behalf of TENANT. Copies of all plats,
plans, sketches, permits, samples, etc. which are prepared or obtained in the
course of such Alterations shall be provided to the LANDLORD or its designated
AGENT no later than ten (10) days after such are prepared or obtained and prior
to any implementation. The TENANT agrees to allow inspection from time to time
during the period of construction of all Alterations. In addition, TENANT agrees
to furnish "as built" plans and specifications for all Alterations within a
reasonable period of time after completion of Alterations, and to pay to
LANDLORD or its designated agent a reasonable fee for updating the master
reproducible Building blueprint to show the Alterations.

            (b) Prior to commencing construction on any Alterations approved by
LANDLORD, TENANT agrees to obtain and deliver to LANDLORD written and
unconditional waivers of mechanic's and suppliers' liens upon the Property for
all work, labor, and services to be performed, and materials to be furnished, by
them in connection with such work, signed by all contractors, subcontractors,
suppliers, and laborers to become involved in such work. If, notwithstanding the
foregoing, any mechanic's or suppliers' lien is filed against the Property for
work claimed to have been done for, or materials claimed to have been furnished
to, TENANT, such lien shall be discharged by TENANT within ten (10) days
thereafter, at TENANT'S sole

                                       16

<PAGE>

cost and expense, by the payment thereof or by filing any bond required by law.
If TENANT shall fail to discharge any such mechanic's or suppliers' lien,
LANDLORD may, at its option, discharge the same and treat the cost thereof and
any legal expenses incurred in connection therewith, as additional rent payable
with the installment of Monthly Base Rent next becoming due; it being hereby
expressly covenanted and agreed that such discharge by LANDLORD shall not be
deemed to waive or release the default of TENANT in discharging the same. It is
understood and agreed that, in the event LANDLORD shall give its written consent
to TENANT'S making any such Alterations, such written consent shall not be
deemed to be an agreement or consent by LANDLORD to subject LANDLORD'S interest
in the Property to any mechanic's or suppliers' liens which may be filed in
respect of any such Alterations made by or on behalf of TENANT.

            (c) TENANT shall indemnify and hold LANDLORD harmless from and
against any and all expenses, liens, claims, or damages to any person or
property which may or might arise directly or indirectly by reason of making of
any such Alterations.

            (d) If any Alterations are made without the prior written consent of
LANDLORD, LANDLORD retains the right to enter the Premises at any time during
the Term of this Lease to correct or remove the same and restore the Premises to
their original improved condition, and TENANT shall be liable and hereby agrees
to reimburse the LANDLORD for the costs of such removal and restoration together
with any and all damages which the LANDLORD may suffer and sustain as a result
thereof.

            (e) All fixtures, Alterations, installations, changes, replacements,
additions, or improvements, including wall-to-wall carpet and wall covering, to,
in or upon the Premises (whether installed with or without the prior written
consent of LANDLORD) shall, unless the LANDLORD elects otherwise, become the
Property of LANDLORD and shall remain upon the Premises and be surrendered with
the Premises at the expiration or termination of this Lease or any renewal or
extension period without disturbance, molestation or injury. Should the LANDLORD
elect that fixtures, Alterations, installations, changes, replacements,
additions, or improvements made by the TENANT upon the Premises be removed upon
the expiration or termination of this Lease or any renewal period, the TENANT
hereby agrees to cause same to be removed at the TENANT'S sole cost and expense,
and to restore the Premises to the original improved condition on or before the
expiration or termination of this Lease or any renewal period. Should TENANT
fail to remove the same or restore the Premises, the LANDLORD may cause same to
be removed and/or the Premises to be restored at the

                                       17
<PAGE>

TENANT'S expense, and the TENANT hereby agrees to pay to the LANDLORD the costs
of such removal and/or restoration together with any and all damages which the
LANDLORD may suffer and sustain by reason of the failure of the TENANT to remove
the same and/or restore the Premises as herein provided.

            (f) If TENANT is not in default in the performance of any of its
obligations under this Lease, TENANT shall have the right to remove, prior to
the expiration of the Term of this Lease, all movable equipment, furniture or
furnishings which are not affixed to the Premises or the Building and which were
installed in the Premises at the expense of the TENANT. If such Property of
TENANT is not removed by TENANT prior to the expiration or termination of this
Lease, the same shall become the Property of LANDLORD and shall be surrendered
with the Premises as a part thereof, or, at LANDLORD'S option, LANDLORD may
cause the same to be removed and the Premises to be restored to their original
improved condition (if necessary), and TENANT hereby agrees to pay to LANDLORD
the cost of such removal and restoration together with any and all damages which
LANDLORD may suffer and sustain by reason of the failure of TENANT to remove the
same and restore the Premises or Building as herein provided.

      11. ADVERTISING. Except as otherwise herein provided, TENANT agrees that
no sign, advertisement, display or notice shall be inscribed, painted or affixed
on any part of the outside or inside of the Premises or Building, except on the
directories and doors of offices, and then only in such size, color and style as
the LANDLORD shall approve. LANDLORD shall have the right to prohibit any
advertisement, or display of items of the TENANT, wherever appearing, which in
the LANDLORD'S opinion tends to impair the reputation of the Building or its
desirability as a Building for offices or for financial, insurance or other
institutions and businesses of like nature. Upon written notice from the
LANDLORD, TENANT shall refrain from and discontinue such advertisement. LANDLORD
agrees to display in the main lobby of the Building, a Building directory
listing the TENANT. Such directory shall be maintained and updated at no cost to
TENANT throughout the Term of this Lease and renewal or extension thereof. In
the event that TENANT violates the Terms of this section, LANDLORD may remove
any sign, advertisement, display or notice and may charge the TENANT for any
costs incurred by LANDLORD in connection with such removal.

      12. DELIVERIES.

            No freight, furniture or other bulky matter of any description shall
be received into the Building or carried in the elevators, except as approved by
the LANDLORD. All moving of furniture, equipment or bulky material in the
Building outside the Premises must be with the prior

                                       18
<PAGE>

written consent of the LANDLORD in accordance with LANDLORD'S reasonable rules
and instructions; and be conducted during a scheduled time that is specifically
approved by the Landlord and is designed to be non-disruptive to the LANDLORD
and other TENANTS. The TENANT, and not the LANDLORD shall be solely responsible
for any damage to items, or for any damage or cost arising out of any such move.
TENANT agrees to remove promptly from the public area within or adjacent to the
Building any of TENANT'S personal Property there delivered or deposited.
LANDLORD shall have the right to prescribe the weight, method of installation,
and position of safes or other heavy fixtures or equipment. All damage done to
the Building by delivery, maintaining or removal of any fixture or article of
TENANT'S furniture or equipment, shall be repaired at the expense of TENANT.

      13. EQUIPMENT.

            TENANT shall not install or operate in the Premises any electrically
operated equipment or other machinery, except typewriters, adding machines,
copiers and such other office machinery, office and personal computers and
equipment normally used in modern offices, without obtaining the prior written
consent of LANDLORD, who may condition such consent upon the payment by TENANT
of additional rent in compensation for any excess consumption of water and/or
electricity as may result from the operation of said equipment or machinery. All
electricity usage in excess of five (5) watts per square foot of net space
contained in the Premises, as determined by a registered engineer selected by
LANDLORD, shall be deemed excess usage for which TENANT shall be charged as
additional rent. TENANT shall not install any equipment of any kind or nature
whatsoever which shall or may necessitate changes, replacements, or additions
to, or cause an abnormal increase in its use of, the water, plumbing, heating,
air-conditioning or electrical systems which serve the Premises, without the
prior written consent of LANDLORD. Such consent shall not be withheld
unreasonably, but may be conditioned upon the payment by TENANT of the cost of
such changes, replacements, additions, or increased use. Notwithstanding the
foregoing, in the event that office equipment or mechanical equipment used by
TENANT in the Premises shall cause noise or vibration that may be transmitted to
any part of the Building to such a degree as to be objectionable to LANDLORD or
any other tenant, TENANT shall install, at its own expense, vibration eliminator
or silencing devices sufficient to eliminate such noise and/or vibration. TENANT
shall not install in the Premises any fixtures, equipment, machinery, furniture
or furnishings, which place a load upon the floor that exceeds the designed
floor load capacity.

                                       19

<PAGE>

      14. INSPECTIONS.

            TENANT agrees to allow LANDLORD, its AGENTS or employees to enter
the Premises at all reasonable times to examine, inspect or protect the same; to
prevent damage or injury to the same and/or to any other portion of the
Building: to make such Alterations, additions, improvements and repairs to the
Premises or adjacent portions of the Building as LANDLORD deems necessary or
desirable; or to exhibit the same to prospective tenants during the last six (6)
months of the Term of this Lease, or to prospective purchasers of the Building
or any portion thereof, at any time during the Term of this Lease. None of the
same shall be construed as an eviction, actual or constructive. The rent
reserved shall not abate while such Alterations, additions, improvements or
repairs are being made, or because or such inspection or exhibitions, whether by
reason of loss or interruption of TENANT'S business or otherwise. LANDLORD
agrees to make all reasonable efforts to minimize any disruption of TENANT'S
business by reason of such activities. LANDLORD'S right of entry for any purpose
shall, however, be subject to any State or Federal laws and regulations that may
be or become applicable because of any secret, confidential, or other restricted
activities carried on by TENANT in the Premises.

      15. INSURANCE.

            (a) Insurance Rating. TENANT will not conduct or permit to be
conducted any activity or place any equipment in or about the Premises or the
Property which will, in any way, increase the rate of Property and casualty or
other insurance on the Property. If any increase in the rate of Property and
casualty insurance or other insurance is stated by any insurance company or by
the applicable Insurance Rating Bureau to be due to any activity or equipment of
TENANT in or about the Premises or the Property, such statements shall be
conclusive evidence that the increase in such rate is due to such activity or
equipment, and, as a result thereof, TENANT shall be liable for such increase
and shall reimburse LANDLORD therefore upon demand. Any such sum shall be
considered additional rent payable hereunder.

            (b) Liability Insurance. TENANT shall carry public liability
insurance with a company or companies licensed to do business in the State of
Maryland and rated not lower than Level A, Class XII, as rated in the most
recent edition of "Best's Key Rating Guide" for insurance companies, insuring
against all liability of TENANT and its authorized representatives arising out
of and in connection with TENANT'S use or occupancy of the Premises and the
Property. Said insurance shall be in minimum amounts of One Million Dollars
($1,000,000.00)

                                       20

<PAGE>

combined single limit per occurrence for bodily injury, death, and Property
damage, or as set forth in the rules and regulations established by LANDLORD
from time to time; a copy of the current rules and regulations is attached
hereto as Exhibit C. Said insurance shall name LANDLORD and the Building
management agency as additional insured, as their interests may appear, and
shall contain an endorsement that said insurance shall remain in full force and
effect notwithstanding that the insured has waived his right of action against
any party prior to the occurrence of a loss. A current Certificate of Insurance
from such insurer shall be delivered to LANDLORD'S agent prior to the Lease
Commencement Date and renewals thereof shall be delivered to LANDLORD'S agent at
least thirty (30) days prior to the expiration of any such policy. Each policy
shall contain an endorsement that will prohibit its cancellation prior to the
expiration of thirty (30) days after written notice to LANDLORD of such proposed
cancellation.

            (c) Waiver of Subrogation. Each party hereby waives, and shall have
included in its Property and casualty insurance policies for the Building and/or
its contents, furniture, furnishings, fixtures and other Property, appropriate
clauses pursuant to which each party's insurance carriers waive, all rights of
subrogation against the other party, its principals, AGENTS and employees, with
respect to losses payable under such policies, or agree that such policies shall
not be invalidated should the insured waive in writing prior to a loss any or
all right of recovery against any party for losses covered by such policies. If
either party at any time is unable to obtain inclusion of either of the clauses
described in the preceding sentence, then such party shall have the other party
named in such policies as an additional insured, as their interests may appear.
If either party shall be named as an additional insured in accordance with the
foregoing provisions, and if the main insured shall not be in default hereunder,
and, if progress satisfactory to LANDLORD is being made with regard to repairs
to any damage to the Premises or improvements therein, the additional insured
shall promptly endorse to the order of the main insured, without recourse, any
check, draft or order for the payment of money representing the proceeds of any
such policy, or representing any other payment under such policies, and the
additional insured hereby irrevocably waives any and all rights in and to such
proceeds and payments. Each party shall advise the other party promptly as to
the coverage or language of the clauses included in its insurance policies
pursuant to this paragraph and shall notify the other party promptly of any
cancellation or change of the Terms of any such policies which would affect such
clauses. All Certificates of Insurance provided hereunder shall set forth the
waiver of subrogation provisions contained in the subject policy.

                                       21

<PAGE>

            (d) Property and Casualty Insurance. TENANT covenants and agrees to
maintain standard Property and casualty insurance covering its Property located
in, on or about the Premises. Said insurance shall be replacement cost, all risk
coverage for all leasehold improvements other than Building standard
improvements. TENANT shall deliver a Certificate of Insurance from its insurer
to LANDLORD'S agent prior to the Lease Commencement Date, and renewals thereof
shall be delivered to LANDLORD'S agent at least thirty (30) days prior to the
expiration of any such policy.

      16. DAMAGE.

            All breakage, injury or damage to the Premises the Building, or
items contained therein, including damage to carpeting, wall finishes, and other
items of improvement thereto, in any way caused by TENANT or its AGENTS,
employees, contractors, visitors, guests and invitees, shall be repaired at the
expense of the TENANT. LANDLORD shall make such necessary repairs, Alterations
and replacements, structural, non-structural or otherwise, and any charges,
costs, or damages so incurred by the LANDLORD shall be paid by the TENANT.
LANDLORD shall be entitled to regard such charges, costs or damages as
additional rent, payable with the installment of Monthly Base Rent next becoming
due under this Lease. This provision shall be construed as an additional remedy
granted to LANDLORD and not in limitation of any other rights and remedies which
LANDLORD has or may have.

                                       22

<PAGE>

      17. WAIVER OF LIABILITY.

            (a) All personal Property of TENANT (for the purpose of this
Section, the Term "TENANT" shall include TENANT, its AGENTS, employees,
contractors, visitors, guests and invitees) contained in the Premises or the
Building shall be and remain there at the sole risk of TENANT. LANDLORD and/or
its AGENTS and employees shall not be liable for any accident or damage to
Property of TENANT resulting from the use or operation of elevators, heating,
cooling, electrical or plumbing apparatus, water, steam, or any other cause; nor
shall they be liable for any personal injury to TENANT arising from the use,
occupancy and/or condition of the Premises of Property unless such injury shall
result directly from the gross negligence of LANDLORD; nor shall they be liable
in any event for any interruption or loss of TENANT'S business. Notwithstanding
any other language contained herein, LANDLORD and/or its AGENTS and employees
shall not be liable to TENANT for any loss, damage or injury to person or
Property, whether or not caused by their negligence, to the extent that TENANT
is compensated therefore by TENANT'S insurance. TENANT shall indemnify and hold
LANDLORD and its AGENTS and employees harmless from all loss, damage, liability,
cost or expense incurred, suffered, or claimed by any person or entity by reason
of injury, loss, or damage to any person, Property or business resulting from
any default hereunder by TENANT, or from TENANT'S willful act, negligence or
negligent or unlawful use of the Premises or the Property or anything therein,
including water, steam, electricity, or other facilities or equipment.

            (b) LANDLORD and/or its AGENTS and employees assume no liability or
responsibility whatsoever with respect to the conduct and operation of the
business to be conducted by TENANT in the Premises, and shall not be liable for
any accident or injury to any person or Property which are caused by the conduct
and operation of TENANT'S business. TENANT agrees to indemnify and hold harmless
LANDLORD, its AGENTS and employees, against all such claims.

      18. BANKRUPTCY.

            (a) In the event that TENANT shall become a Debtor under Chapter 7
of the Bankruptcy Code, and the Trustee or TENANT shall elect to assume this
Lease for the purpose of assigning the same or otherwise, such election and
assignment may only be made if all of the Terms and conditions of subsections
(b) and subsection (c) of this Section 18 are satisfied. If such Trustee shall
fail to elect or assume this Lease within sixty (60) days after the filing of
the Petition, this Lease shall be deemed to have been rejected. LANDLORD shall
be thereupon

                                       23

<PAGE>

immediately entitled to possession of the Premises without further obligation to
TENANT or Trustee, and this Lease shall be canceled, but LANDLORD'S right to be
compensated for damages in such liquidation proceeding shall survive.

            (b) In the event that a Petition for reorganization or adjustment of
debts is filed concerning TENANT under Chapters 11 or 13 of the Bankruptcy Code,
or a proceeding is filed under Chapter 7 of the Bankruptcy Code and is
transferred to Chapters 11 or 13, the Trustee or TENANT, as
Debtor-In-Possession, must elect to assume this Lease within seventy-five (75)
days from the date of the filing of the Petition under Chapters 11 or 13, or the
Trustee or Debtor-In-Possession shall be deemed to have rejected this Lease. No
election by the Trustee or Debtor-In-Possession to assume this Lease, whether
under Chapters 7, 11 or 13, shall be effective unless each of the following
conditions, which LANDLORD and TENANT acknowledge are commercially reasonable in
the context of a bankruptcy proceeding of TENANT, have been satisfied, and
LANDLORD has so acknowledged in writing:

                  (i) The Trustee or the Debtor-In-Possession has cured, or has
provided LANDLORD Adequate Assurance (as defined below) that:

                        (A) Within ten (10) days from the date of such
assumption the Trustee will cure all monetary defaults under this Lease; and

                        (B) Within thirty (30) days from the date of such
assumption the Trustee will cure all non-monetary defaults under this Lease.

                  (ii) The Trustee or the Debtor-In-Possession has compensated,
or has provided to LANDLORD Adequate Assurance (as defined below) that within
ten (10) days from the date of assumption, LANDLORD will be compensated for any
pecuniary loss incurred by LANDLORD arising from the default of TENANT, the
Trustee, or the Debtor-In-Possession as recited in LANDLORD'S written statement
of pecuniary loss sent to the Trustee or Debtor-In-Possession.

                  (iii) The Trustee or the Debtor-In-Possession has provided
LANDLORD with Adequate Assurance of the future performance of each of TENANT'S
Trustee's or Debtor-In-Possession's obligations under this Lease; provided,
however, that:

                        (A) The Trustee or Debtor-In-Possession shall also
deposit with LANDLORD, as security for the timely payment of rent, an amount
equal to three (3) month's Base Rent and other monetary charges accruing under
this Lease; and

                        (B) If not otherwise required by the Terms of this
Lease, the Trustee or Debtor-In-Possession shall also pay in advance on the date
Monthly Base Rent is

                                       24

<PAGE>

payable, one-twelfth (1/12) of TENANT'S annual obligations under this Lease for
Operating Expenses, real estate taxes, and similar charges.

                        (C) The obligations imposed upon the Trustee or
Debtor-In-Possession shall continue with respect to TENANT or any assignee of
the Lease after the completion of bankruptcy proceedings.

                  (iv) The assumption of the Lease will not:

                        (A) Breach any provision in any other Lease, mortgage,
financing agreement or other agreement by which LANDLORD is bound relating to
the Building; or

                        (B) Disrupt, in LANDLORD'S judgment, the TENANT mix of
the Building or any other attempt by LANDLORD to provide a specific variety of
commercial tenants and retail stores in the Building which, in LANDLORD'S
judgment, would be most beneficial to all of the tenants of the Building and
would enhance the image, reputation, and profitability of the Building.

                        (C) For purposes of this Subsection (b), LANDLORD and
TENANT acknowledge that, in the context of a bankruptcy proceeding of TENANT, at
a minimum "Adequate Assurance" shall mean:

                              (I) The Trustee or the Debtor-In-Possession has
and will continue to have sufficient unencumbered assets after the payment of
all secured obligations and administrative expenses to assure LANDLORD that the
Trustee or Debtor-In-Possession will have sufficient funds to fulfill these
obligation of TENANT under this Lease, and to keep the Premises stocked with
inventory and properly staffed with sufficient employees to conduct a
fully-operational, actively promoted business on the Premises; and

                              (II) The Bankruptcy Court shall have entered an
Order segregating sufficient cash payable to LANDLORD and/or the Trustee or
Debtor-In-Possession shall have granted a valid and perfected first lien and
security interest and/or mortgage in Property of TENANT, Trustee or
Debtor-In-Possession, acceptable as to value and kind to LANDLORD, to secure to
LANDLORD the obligation of the Trustee or Debtor-In-Possession to cure the
monetary and/or non-monetary defaults under this Lease within the time periods
set forth above.

            (c) In the event that this Lease is assumed by a Trustee appointed
for TENANT or by TENANT as Debtor-In-Possession under the provisions of
Subsection (b) hereof and thereafter TENANT is liquidated or files a subsequent
Petition for reorganization or

                                       25

<PAGE>

adjustment of debts under Chapters 11 or 13 of the Bankruptcy Code, then, and in
either of such events, LANDLORD may, at its option, terminate this Lease and all
rights of TENANT hereunder, by giving TENANT written notice of its election to
so terminate, by no later than thirty (30) days after the occurrence of either
of such events.

            (d) If the Trustee or Debtor-In-Possession has assumed the Lease
pursuant to the Terms and provisions of Subsections (a) or (b) herein, for the
purpose of assigning (or elects to assign) TENANT'S interest under this Lease or
the estate created thereby, to any other person, such interest or estate may be
so assigned only if LANDLORD shall acknowledged in writing that the intended
assignee has provided Adequate Assurance as defined in this Subsection (d) of
future performance of all of the Terms, covenants and conditions of this Lease
to be performed by TENANT.

            For the purpose of this Subsection (d), LANDLORD and TENANT
acknowledge that, in the context of a bankruptcy proceeding of TENANT, at a
minimum "Adequate Assurance of Future Performance" shall mean that each of the
following conditions have been satisfied, and LANDLORD has so acknowledged in
writing:

                  (i) The assignee has submitted a current financial statement
audited by a Certified Public Accountant which shows a net worth and working
capital in amounts determined to be sufficient by LANDLORD to assure the future
performance by such assignee of TENANT'S obligations under this Lease;

                  (ii) The assignee, if requested by LANDLORD, shall have
obtained guarantees in form and substance satisfactory to LANDLORD from one or
more persons who satisfy LANDLORD'S standards of credit worthiness;

                  (iii) The assignee has submitted in writing evidence,
satisfactory to LANDLORD, of substantial business experience in centers of
comparable size to the Business Center and in the sale of merchandise and
services permitted under this Lease; and

                  (iv) LANDLORD has obtained all consents or waivers from any
third party required under any Lease, mortgage, financing arrangement or other
agreement by which LANDLORD is bound to permit LANDLORD to consent to such
assignment.

            (e) When, pursuant to the Bankruptcy Code, the Trustee or
Debtor-In-Possession shall be obligated to pay reasonable use and occupancy
charges for the use of the Premises or any portion thereof, such charges shall
not be less than the Base Rent as defined in this Lease and other monetary
obligations of TENANT for the payment of Operating Expenses, real estate taxes,
and similar charges.

                                       26

<PAGE>

            (f) Neither TENANT'S interest in the Lease, nor any lessor interest
of TENANT herein, nor any estate of TENANT hereby created, shall pass to any
trustee, receiver, assignee for the benefit of creditors, or any other person or
entity, or otherwise by operation of law under the laws of any state having
jurisdiction of the person or Property of TENANT (hereinafter referred to as the
"state law") unless LANDLORD shall consent to such transfer in writing. No
acceptance by LANDLORD of rent or any other payments from any such trustee,
receiver, assignee, person or other entity shall be deemed to have waived, nor
shall it waive the need to obtain LANDLORD'S consent of LANDLORD'S right to
terminate this Lease for any transfer of TENANT'S interest under this Lease
without such consent.

            (g) In the event the estate of TENANT created hereby shall be taken
in execution or by other process of law, or if TENANT or any Guarantor of
TENANT'S obligations hereunder (hereinafter referred to as the "Guarantor")
shall be adjudicated insolvent pursuant to the provisions of any present or
future insolvency law under state law, or if any proceedings are filed by or
against the Guarantor under the Bankruptcy Code, or any similar provisions of
any future federal bankruptcy law, or if a Receiver or Trustee of the Property
of TENANT or the Guarantor shall be appointed under state law by reason of
TENANT'S or the Guarantor's insolvency or inability to pay its debts as they
become due or otherwise, or if any assignment shall be made of TENANT'S or the
Guarantor's Property for the benefit of creditors under state law; then and in
such event LANDLORD may, at its option, terminate this Lease and all rights of
TENANT hereunder by giving TENANT written notice of the election to so terminate
within thirty (30) days after the occurrence of such event. As used in this
Section 18, the Term "TENANT" shall include any surety or other Guarantor of
this Lease.

      19. CASUALTY.

            In the event of damage by fire or other casualty to the Premises or
any part thereof, this Lease shall not be terminated unless otherwise provided
thereinafter, but LANDLORD shall diligently proceed to repair and restore the
same. During the period that TENANT is deprived of the use of the damaged
portion thereof, provided that such damage was not caused by the negligence or
fault of TENANT, its AGENTS, employees, contractors, visitors, guests or
invites, the rent for the remainder of the Premises shall be that portion of the
total rent which the area remaining that can be occupied bears to the total area
of the Premises. If during to Term of this Lease the Premises shall be so
damaged by fire or other casualty as to be unrentable, then unless the repair of
said damage be substantially completed within one hundred twenty (120) days
thereafter, either party, upon written notice to the other party given at

                                       27
<PAGE>

any time following the expiration of one hundred twenty (120) days after said
fire or other casualty may terminate this Lease in which case this rent and
additional rent shall be apportioned and paid to the date of said fire or other
casualty. In the event that the Building is so severely damaged or destroyed by
fire or other casualty (although the Premises may not be affected) that LANDLORD
shall decide within a reasonable time not to rebuild or construct the Building,
then LANDLORD shall give written notice to TENANT and this Lease and the tenancy
hereunder shall terminate in accordance with such notice. Except as herein above
provided, no compensation or claim or diminution of rent shall be allowed or
paid by LANDLORD, by reason of inconvenience, annoyance or injury to business,
regardless of the reason for the repairs.

      20. CONDEMNATION.

            (a) TENANT agrees that if the Premises or a substantial part thereof
shall be taken, condemned, or sold under the threat of condemnation, for public
or quasi-public use or purpose by or to any competent authority, this Lease
shall fully terminate as of the date of any such taking. TENANT shall have no
claim against LANDLORD and shall have no claim or right to any portion of the
award which may be made to LANDLORD as a result of any such condemnation; all
rights of TENANT to damages therefore, if any, are hereby assigned by TENANT to
LANDLORD. Upon such condemnation or taking, the Term of this Lease shall cease
and terminate from the date of such taking or condemnation, and TENANT shall
have no claim against LANDLORD for the value of any un-expired term of this
Lease, leasehold improvements, or good will. Notwithstanding the foregoing,
TENANT shall be free to pursue a separate claim against the condemning authority
for the depreciated value of its leasehold improvements, provided that any award
to TENANT shall not result in a diminution of any award to LANDLORD.

            (b) If less than a substantial part of the Premises is taken or
condemned, the rent for the remainder of the Premises shall be that portion of
the total rent which the area remaining that can be occupied bears to the total
area of the Premises, effective on the date when title vests in such
governmental authority. The Lease shall otherwise remain in full force and
effect. For purposes hereof, a substantial part of the Premises shall be
considered to have been taken if more than fifty percent (50%) of the Premises
are unusable by TENANT.

      21. DEFAULT.

            (a) It is agreed that TENANT shall be in default if TENANT shall
fail to pay the rent (including any additional rent) at the time the same shall
become due and payable as provided hereunder, and TENANT shall not cure such
default within five (5) days after written

                                       28

<PAGE>

demand by LANDLORD for payment of such rent; or if TENANT shall fail to pay the
rent at the time the same shall become due and payable more than two (2) times
during any calendar year; or if TENANT shall breach, violate, fail, or neglect
to keep and perform any of the other terms, covenants, or conditions herein
contained, and TENANT shall not cure such breach within thirty (30) days after
written demand by LANDLORD therefore, or, if such breach cannot reasonably by
cured within such period, and TENANT shall fail to diligently attempt to cure
such breach or if the Premises shall become vacant or abandoned (provided that
LANDLORD shall not construe any vacation or abandonment of the Premises before
the expiration of the Term hereof as a default so long as TENANT continues to
comply with all covenants and conditions of the Lease).

            (b) In the event of default by TENANT, then and in each such case,
LANDLORD may treat the occurrence of such event as a breach of this Lease, and
in addition to any and all other rights or remedies of LANDLORD in this Lease or
at law or in equity provided, it shall be, at the option of LANDLORD, without
further notice or demand of any kind to TENANT or any other person;

                  (i) The right of LANDLORD, even though it may have re-let the
Premises as herein below provided, to declare the Lease Term ended and to
re-enter the Premises and take possession thereof and remove all persons
therewith, and TENANT shall have no further claim thereon or thereto;

                  (ii) The right of LANDLORD to accelerate all future payment
obligations (rental or otherwise) due under this Lease;

                  (iii) The right of LANDLORD to bring suit for the collection
of rent, for the enforcement of any other term of this Lease, and for damages
(including without limitation reasonable attorneys' fees and interest at a rate
of twelve percent (12%) per annum from the date the amount was due) without
entering into possession of said Premises or canceling this Lease;

                  (iv) The right of LANDLORD to re-enter or to retake possession
of the Premises from TENANT by summary proceedings or otherwise and to remove,
or cause to be removed, TENANT or any other occupants from the Premises in such
manner as LANDLORD shall deem advisable with or without legal process and using
self-help if necessary, and it is agreed that the commencement and prosecution
of any action by LANDLORD in unlawful detainer, ejectment or otherwise, or any
execution of any judgment or decree obtained in any action to recover possession
of the Premises or any other re-entry and removal shall not be construed as an
election to terminate this Lease whether or not such entry or re-entry be had or

                                       29

<PAGE>

taken under summary proceedings or otherwise, and shall not be deemed to have
dissolved or discharged TENANT from any of its obligations or liabilities for
the remainder of the Term. TENANT shall, notwithstanding any such entry or
re-entry, continue to be liable for the payment of rent and the performance of
the other covenants, conditions and agreements by TENANT to be performed as set
forth in this Lease, and TENANT shall pay to LANDLORD all monthly installments
as the amounts of such deficits from time to time are ascertained. In the event
of any such default, LANDLORD shall have the right but not the duty to rent or
lease the Premises to some other person, firm or corporation (whether or a Term
greater or less than or equal to the unexpired portion of the Term, or whether
the space leased by the new lease includes more or less floor area than the
Premises) upon such terms and conditions and for such rental as the LANDLORD may
deem proper and to collect said rental and any other rental that may thereafter
become payable, in which event the rentals received by LANDLORD from such
re-letting shall be applied: first, to the payment of any indebtedness other
than the rent due hereunder from TENANT to LANDLORD; second, to the payment of
any cost of such re-letting (including without limitation the making of any
Alterations, repairs or decorations in the Premises which LANDLORD deems
advisable); third, to the payment of the cost of any Alterations and repairs to
the Premises; fourth, to the payment of rent 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. Should that portion of such
rentals received from such re-letting during any month, which is applied to the
payment of rent hereunder, be less than the rent payable during that month by
TENANT hereunder, then TENANT shall pay such deficiency to LANDLORD. Such
deficiency shall be calculated and paid monthly; TENANT shall have no right to
any excess. TENANT shall also pay to LANDLORD, as soon as ascertained, any costs
and expenses, including, but not limited to, brokerage commissions and
attorneys' fees, incurred by LANDLORD in such re-letting or in making such
Alterations and repairs not covered by the rental received from such re-letting.
Nothing herein contained shall be construed as obligating the LANDLORD to re-let
the whole or any part of the Premises whatsoever. In the event of any entry or
taking possession of the Premises as aforesaid, LANDLORD shall have the right,
but not the obligation, to remove therefrom all or any part of the personal
Property located therein and may place the same in storage at a public warehouse
at the expense and risk of the owner or owners thereof. The terms "re-enter" or
"re-entry" as used in this Lease are not and shall not be restricted to their
technical meaning but are used in their broadest sense.

                                       30

<PAGE>

            (c) If LANDLORD elects to terminate this Lease under the provisions
set forth above, LANDLORD may recover from TENANT as damages (all of which shall
be immediately due and payable from TENANT to LANDLORD), in addition to its
other remedies:

                  (i) Any unpaid rent, including interest therein, which is due
and owing at the time of such termination; plus

                  (ii) That rent, including interest thereon, which would have
been earned after termination until the time of judgment; plus

                  (iii) A sum representing liquidated damages and not penalty in
an amount equal to the Base Rent for the Premises at the time of termination,
for such unexpired Lease Term discounted at a rate of seven percent (7%) per
annum to present value, plus commissions, advertising, cost of repairs and other
expenses incidental to re-letting of such Premises. Nothing herein contained
shall limit or prejudice the right of the LANDLORD to prove and obtain as
liquidated damages in any bankruptcy, insolvency, receivership, reorganization
or arrangement proceeding an amount equal to the maximum allowed by any statute
or rule of law governing such proceedings and in effect at the time when such
damages are to be proved, whether or not such amount be greater, equal to or
less then the amount of the excess referred to in the preceding sentence. In
determining the rental value of the demises premises, the rental realized by any
re-letting accomplished or accepted by LANDLORD within a reasonable time after
termination of this Lease, shall be deemed, prima facie, to be the rental value.

                  (iv) Any other amount necessary to compensate LANDLORD for all
the detriment proximately caused by TENANT'S failure to perform its obligations
under this Lease or which in the ordinary course of time would be likely to
result therefrom including without limitation the cost of renovating the
Premises and reasonable attorneys' fees; plus

                  (v) At the LANDLORD'S election, such other amounts, in
addition to, or in lieu of the foregoing, as may be permitted from time to time
by applicable law.

            (d) In the event of default, all of the TENANT'S fixtures,
furniture, equipment, improvements, additions, Alterations, and other personal
Property shall remain on the Premises and, in that event and continuing during
the length of said default, LANDLORD shall have the right to take exclusive
possession of same and to use the same, rent or charge free, until all defaults
are cured or, at its option, at any time during the Lease Term, to require
TENANT to forthwith remove same. In connection with the foregoing, LANDLORD
shall have a lien upon the Property of TENANT in the Premises during the Lease
Term for the amount of any unpaid rent or other sum due from TENANT hereunder.
Except upon expiration of this Lease where no

                                       31
<PAGE>

default exists in the payment of rent or other sums due from TENANT hereunder,
TENANT shall not remove any of TENANT'S Property from the Premises without the
prior written consent of LANDLORD, other than pursuant to sale thereof in the
regular course of its business, and LANDLORD shall have the right and privileges
at its sole option and discretion, to take possession of all Property of TENANT
in the Premises, to store the same in said Premises, or to remove it from there
and store it in such place as may be selected by LANDLORD, at TENANT'S risk and
expense, in accordance with such lien and of any rights of seizure it may
possess against TENANT'S said Property.

            (e) In the event of a breach or threatened breach by TENANT of any
of the covenants or provisions hereof, LANDLORD shall have the right of
injunction and the right to invoke any remedy allowed at law or in equity as if
re-entry, summary proceedings and other remedies were not therein provided for;
and in such event LANDLORD shall be entitled to recover from TENANT, payable as
additional rent hereunder, any and all reasonable expenses as LANDLORD may incur
in connection with its efforts to secure such injunctive relief or other remedy
at law or in equity, such as court costs and attorneys' fees. LANDLORD and
TENANT hereby expressly waive trial by jury in any action, proceeding or
counterclaim, brought by either of them against the other, on any matter
whatsoever arising out of or in any way connected with this Lease, their
relationship as LANDLORD and TENANT, TENANT'S use and occupancy of the Premises,
and/or any claim of injury or damage. If LANDLORD shall commence any proceeding
for non-payment of rent, or any other payment of any kind to which LANDLORD may
be entitled or which it may claim hereunder, TENANT will not interpose any
counterclaim or set-off of whatever nature or description in any such
proceeding; the parties hereto specifically agreeing that TENANT'S covenants to
pay rent or any other payments required of it hereunder are independent of all
other covenants and agreements herein contained, provided, however, that this
shall not be construed as a waiver of TENANT'S right to assert such a claim in
any separate action brought by TENANT. TENANT further waives any right of
defense which it may have to claim a merger, and neither the commencement of any
action or proceeding nor the settlement thereof nor entering of judgment therein
shall bar LANDLORD from bringing subsequent actions or proceedings from time to
time. Mention in this Lease of any particular remedy shall not preclude LANDLORD
from any other remedy at law or in equity to which it may be entitled. TENANT
hereby expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of TENANT being evicted or dispossessed for
any

                                       32
<PAGE>

cause, or in the event of LANDLORD obtaining possession of the demised premises
by reason of the violation by TENANT of any of the covenants and conditions of
this Lease or otherwise.

            (f) It is further provided that, if legal proceedings are instituted
hereunder, and a compromise or settlement thereof shall be made, it shall not be
constituted as a waiver of any breach of any covenant, condition or agreement
herein contained.

            (g) No payment by TENANT or receipt by LANDLORD of a lesser amount
than the Monthly Base Rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent then due, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment of rent
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 to pursue any other remedy.

            (h) Should TENANT fail to pay rent (including any additional rent)
as and when the same is due, LANDLORD shall not be required to wait until the
expiration of the Term hereof to sue for LANDLORD'S loss or damages, but shall
have the right to sue from time to time to recover unpaid rent and other damages
as provided in this Lease. LANDLORD shall have the option to declare the entire
balance of the Base Rent (including annual increases as provided herein)
immediately due and payable upon failure by TENANT to cure any default within
the time prescribed herein. LANDLORD shall have the further option to defer
action until the expiration of the Term, in which event the cause of action
shall not be deemed to have accrued until the date of expiration. All rights and
remedies of LANDLORD under this Lease shall be cumulative and shall not be
exclusive of any other rights and remedies provided to LANDLORD under applicable
law.

            (i) If, prior to the commencement of the Term of this Lease, TENANT
notifies LANDLORD of or otherwise unequivocally demonstrates an intention to
repudiate this Lease, LANDLORD may, at its option, consider such anticipatory
repudiation a breach of this lease. In addition to any other remedies available
to it hereunder or at law or in equity, LANDLORD may retain all rent paid upon
execution of the Lease and the security deposit, if any, to be applied to
damages of LANDLORD incurred as a result of such repudiation, including without
limitation attorneys' fees, brokerage fees, costs of re-letting, less of rent,
etc. It is agreed between the parties that for the purpose of calculating
LANDLORD'S damages, in a Building which has other available space at the time of
TENANT'S breach, the Premises shall be deemed the last space rented, even though
the Premises may be re-rented prior to such other vacant space. TENANT

                                       33
<PAGE>

shall pay in full for all Leasehold Improvements constructed or installed within
the Premises to the date of the breach, and for materials ordered at its request
for the Premises.

            (j) In the event of any default by the TENANT hereunder the LANDLORD
shall be awarded a judgment against the TENANT for its costs incurred, including
attorneys' fees that are reasonably necessary for the LANDLORD to enforce the
Lease and/or mitigate damages.

      22. SUBORDINATION.

            This Lease is subject and subordinate to all ground or underlying
leases and to any mortgages and/or deeds of trust which may now or hereafter
affect such leases or the Property, and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be necessary to
effect the subordination of this Lease to the lien of any such lease, mortgage
or deed of trust. In confirmation of such subordination, however, TENANT shall
execute promptly any certificate or subordination agreement that LANDLORD may
request. TENANT hereby constitutes and appoints LANDLORD as TENANT'S
attorney-in-fact to execute any such certificate(s) for and on behalf of TENANT,
said appointment to be a power coupled with an interest and irrevocable during
the Term of this Lease.

      23. JURY TRIAL.

            The parties hereby waive the right to 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
Premises and/or any claim of injury or damage.

      24. HOLDOVER.

            If TENANT shall remain in the Premises, with the knowledge and
written consent of LANDLORD, after the expiration of the Term of this Lease, or
any renewal or extension thereof, TENANT shall become a tenant from month to
month at one hundred fifty percent (150%) of the monthly rental for the last
month of the Lease Term, commencing on the first day next after the Lease
Expiration Date. TENANT shall give to LANDLORD at least thirty (30) days'
written notice of any intention to quit the Premises, and TENANT shall be
entitled to thirty (30) days written notice to quit except in the event of
default hereunder. All other terms and conditions of this Lease shall remain in
full force and effect. Provided, however, that in the event that TENANT shall
holdover without LANDLORD'S knowledge and consent, then at any

                                       34
<PAGE>

time prior to LANDLORD'S acceptance of rent from TENANT as a monthly TENANT
hereunder, LANDLORD, at its option, may re-enter and take possession of the
Premises without process, or by any legal process in force in the jurisdiction
in which the Building is situated.

      25. SUCCESSOR'S OBLIGATIONS.

            It is agreed that all rights, remedies and liabilities hereunder
given to or imposed upon either of the parties hereto, shall extend to their
respective heirs, successors, executors, administrators and assigns. This
provision shall not be deemed to grant TENANT any right to assign this Lease or
to sublet the Premises, except as set forth in Section 7 above. TENANT
acknowledges LANDLORD might not be, now or in the future, the owner of the fee
interest in the Premises, Building, and/or Land. The Term "LANDLORD" as used in
this Lease is hereby defined to be only the then current owner or mortgagee in
possession of the Premises. In the event of any sale or sales by the then
current LANDLORD hereunder to any party then, from and after the closing of such
sale or Lease transaction, the Landlord whose interest is thus sold or leased
shall be and hereby is completely released and forever discharged from and of
all covenants, obligations and liabilities of LANDLORD hereunder thereafter
accruing.

      26. RULES AND REGULATIONS.

            The TENANT covenants that the rules and regulations set forth in
Exhibit C, attached hereto and incorporated herein by reference, and such other
and further rules and regulations as the LANDLORD may make and furnish to the
TENANT, and which in LANDLORD'S judgment are necessary or appropriate for the
general well-being, safety, care and cleanliness of the Premises and the
Building together with their appurtenances, shall be faithfully kept, observed
and performed by TENANT, and by TENANT'S AGENTS, servants, employees and guests
unless waived in writing by the LANDLORD. All such rules and regulations shall
be enforced in a consistent manner by LANDLORD against all tenants in the
Building. Any failure by LANDLORD to enforce any rule or regulation against any
party shall not be deemed a waiver of such rule and regulation or of LANDLORD'S
further right to enforce the same.

      27. COVENANTS OF LANDLORD.

            LANDLORD covenants that it has the right to make this Lease for the
Term aforesaid, and that if TENANT shall pay the rent and perform all the
covenants, terms, conditions, and agreements of this Lease to be performed by
TENANT, TENANT shall, during the Term, freely, peaceably and quietly occupy and
enjoy the full possession of the Premises

                                       35

<PAGE>

without molestation or hindrance by LANDLORD or any party claiming through or
under LANDLORD, subject to other provisions contained in this Lease.

      28. RIGHTS OF LANDLORD.

            LANDLORD hereby reserves to itself and its successors and assigns
the following rights: (i) to change the street address and/or name of the
Building and/or the arrangement and/or location of entrances, passageways,
doors, doorways, corridors, elevators, stairs, toilets, or other public parts of
the Building, to make improvements, Alterations, additions, installations,
eliminations and changes to the Building, Land, parking facilities, or any part
thereof, provided that such changes do not unreasonably interfere with TENANT'S
use and occupancy of the Premises or conduct of its business (except in the
event of an emergency), (ii) to erect, use, and maintain pipes and conduits in
and through the Premises, (iii) to grant to anyone the exclusive right to
conduct any particular business or undertaking in the Building, Except there
shall be no other bank or lending institution located on the premises without
the consent of TENANT

            (iv) to install and maintain signs on the Building and/or Land, and
(v) have pass-keys to the Premises. LANDLORD may exercise any or all of the
foregoing rights without being deemed to be guilty of an eviction, actual, or
constructive, or a disturbance of interruption of the business of TENANT or
TENANT'S use or occupancy of the Premises.

      29. LEASEHOLD IMPROVEMENTS.

            Leasehold Improvements shall be provided by LANDLORD for TENANT as
set forth in Exhibit D to be attached hereto and incorporated herein by
reference.

      30. SECURITY DEPOSIT.

            None

      31. PARKING.

            TENANT shall have zero (0) parking spaces exclusively designated for
its use on the Land adjacent to the Building subject to such rules and
regulations regarding the use of same as may be used by LANDLORD. A breach of
such rules and regulations shall be construed as a default hereunder at the
option of LANDLORD.

            Rules and regulations shall be construed as a default hereunder at
the option of LANDLORD.

      32. MORTGAGEE APPROVAL.

                                       36

<PAGE>

          This Lease shall be subject to the approval of the lending or banking
institution providing the financing on the Building or any future mortgages.
TENANT agrees to provide current financial statements from time to time as
LANDLORD may reasonably request.

      33. GENDER.

            Feminine or neuter pronouns shall be substituted for the masculine
form, and the plural shall be substituted for the singular number, in any place
or places herein in which the context may require in such substitution or
substitutions. LANDLORD and TENANT, as a matter of convenience, have been
referred to in neuter form.

      34. NOTICES.

            All notices required or desired to be given hereunder by either
party to the other shall be hand delivered or given by certified or registered
mail, first-class postage pre-paid, return receipt requested. Notices to the
respective parties shall be addressed to the person(s) identified below and each
of the parties represent that such person is an authorized representative for
the purpose of receiving all notices hereunder.

            To LANDLORD:   Pointer Ridge Office Investments, LLC
                           c/o Chesapeake Pointer Ridge Manager, LLC
                           1525 Pointer Ridge Place
                           Bowie, Md. 20716

                           Attn:  Frank Lucente or Katherine Stewart

            To TENANT:     Old Line Bank
                           1525 Pointer Ridge Place
                           Bowie, Md.  20716

                           Attn: James W. Cornelsen

Either party may, by like written notice, designate a new address to which such
notices shall be directed.

      35. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.

            TENANT agrees, at any time and from time to time, upon not less than
five (5) days prior written notice by LANDLORD, to provide LANDLORD with current
financial statements, and to execute acknowledge and deliver to LANDLORD a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the Lease is in full
force and effect as modified and stating the modification), (ii) stating the
dates to which the rent and any other charges hereunder have been paid by
TENANT, (iii) stating whether or not to the best knowledge of TENANT, LANDLORD
is in default in the performance of any covenant, (iv) stating the address to
which notices to TENANT should be sent, and (v) any other information as may be
reasonably required. Any such statement delivered pursuant hereto may be relied
upon by any owner of the Building or the Land, any

                                       37

<PAGE>

prospective purchaser of the Building or the Land, any mortgagee or prospective
mortgagee of the Building or the Land or of LANDLORD'S interest in either, or
any prospective assignee of any such mortgagee.

      36. GOVERNING LAW.

            The parties agree that the laws of the State of Maryland shall
govern the validity, performance and enforcement of this Lease.

      37. BROKERS.

            LANDLORD and TENANT acknowledge that Chesapeake Pointer Ridge
Manager, LLC, has been retained by the LANDLORD as Leasing Agent, and that any
commission due will be pursuant to this separate agreement. LANDLORD and TENANT
represent and warrant that neither of them has employed a broker other than the
aforementioned to negotiate the terms of this Lease. LANDLORD shall indemnify
and hold TENANT harmless, and TENANT shall indemnify and hold LANDLORD harmless,
from and against any claim for brokerage or other commission arising from or out
of any breach of the foregoing representation and warranty.

      38. WAIVER.

            No delay in exercising or failure to exercise any right or power
hereunder by LANDLORD, LANDLORD shall impair any such right or power, or shall
be construed as a waiver of any breach or default, or as acquiescence thereto.
One or more waivers of covenants, terms or conditions of this Lease by LANDLORD
shall not be construed by the other party as a waiver of a continuing or
subsequent breach of the same covenant, term or condition. The consent or
approval by LANDLORD to or of any act by TENANT of a nature requiring consent or
approval shall not be deemed to waive or render unnecessary consent to or
approval of any subsequent similar act. No provision of this Lease shall be
deemed to have been waived by LANDLORD, unless such waiver be in writing signed
by LANDLORD.

      39. SEVERABILITY.

            If any term or provision of this Lease or the application thereto to
any person or circumstances shall to any extent, be invalid or unenforceable,
the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than to those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of the
Lease shall be valid and be enforced to the fullest extent permitted by law.

      40. CAPTIONS.

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            The titles of the sections and paragraphs throughout this Lease are
for convenience and reference only, and the words contained therein shall in no
way be held to explain, modify, amplify, or aid in the interpretation,
construction or meaning of the provisions of this Lease.

      41. COUNTERPARTS.

            This Lease may be executed in one or more counterparts each of which
shall be an original, and all of which shall constitute one and the same
instrument.

      42. ENTIRE AGREEMENT.

            This Lease constitutes the entire agreement between the parties and
no earlier statements or prior written matter shall have any force or effect.
TENANT is not relying on any representations or agreements other than those
contained in this Lease. This Lease shall not be modified or canceled except by
written instrument executed by both parties.

      43. AUTHORIZATION.

            The parties hereto and the individual signatories of this Lease each
represent that the signatories have full and complete authority to execute this
Lease and to bind their respective party to its terms. Additionally, each of the
parties shall produce, promptly following a request by the other, reasonable
written confirmation of the authority of the signatory to execute this lease on
behalf of that party.

      44. HAZARDOUS MATERIALS.

            The TENANT is expressly prohibited from and agrees not to engage in
any activities involving, directly or indirectly, the use, generation,
treatment, storage, disposal of any hazardous or toxic chemical, material,
substance or waste. The TENANT hereby indemnifies and agrees to hold the
LANDLORD harmless from any and all costs, expenses, losses, actions, suits,
claims, judgments, and other liability whatsoever resulting from a breach by
TENANT of any federal, state, or local environmental protection laws and
regulations.

      45. RELOCATION OF PREMISES.

            LANDLORD reserves the right to relocate the Premises to
substantially comparable space within the immediate area. LANDLORD will give
TENANT written notice of its intention to relocate the Premises, and TENANT will
complete its relocation within one hundred twenty (120) days after LANDLORD'S
notice. If TENANT does not wish to relocate its Premises, TENANT may terminate
this Lease effective as of thirty (30) days after LANDLORD'S initial notice.
Upon TENANT'S vacation and abandonment of the Premises, LANDLORD will pay to
TENANT a sum equal to one monthly installment of the base monthly rent payable
under

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this Lease, and will return the unused portion of the Security Deposit, and
LANDLORD'S and TENANT'S obligations to each other will then end. If TENANT does
relocate, then effective on the date of such relocation this Lease will be
amended to reflect the terms and conditions of the new Lease for the new space.
LANDLORD agrees to pay the reasonable costs of moving TENANT to the new space.

                           [SIGNATURE PAGE TO FOLLOW]

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      WITNESS the following signatures and seals:

                             LANDLORD:
                             Pointer Ridge Office Investment, LLC

Witness:  Kerry Doss         By:  Kathleen M. Stewart
                                  ---------------------------------------------

                             Printed Name: Frank Lucente or Kathleen M. Stewart

                             Date:  6/6/06

Witness:  Kerry Doss         By:  /s/Michael M. Webb
                                  ---------------------------------------------

                             Printed Name: Michael M. Webb

                             Date:     6/6/06

                             TENANT:
                             Old Line Bank

Witness:  Robin Cottmeyer    By:  James W. Cornelsen
                                  ---------------------------------------------

                             Printed Name: James W. Cornelsen

                             Title       President

                             Date: June 6, 2006

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<PAGE>

                                    EXHIBIT A

                     FLOOR PLAN/SITE PLAN SPACE DESCRIPTION

      The Premises that are the subject of this Lease contain approximately
11,053 square feet of rentable area on the 4'th floor in a building located at
1525 Pointer Ridge Place, Bowie, Maryland 20716 or on property described as
Pointer Ridge Office Building. The location of the Premises is as set forth on
the floor plan and/or site plan that are attached hereto and incorporated
herein, and the exact number of square feet of rentable space that is being
leased by the Tenant is set forth on Exhibit B to the Lease.

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<PAGE>

                          Pointer Ridge Office Building
                               Pointer Ridge Place
                                 Bowie, Maryland

                                    EXHIBIT B

                              TENANT'S CERTIFICATE

     Old Line Bank, having entered into a certain Lease Agreement dated June 6,
2006, by and between Old Line Bank as TENANT and Pointer Ridge Office
Investment, LLC as LANDLORD, DOES HEREBY CERTIFY THAT [the terms used herein
have the same meaning as are ascribed to such terms in the Lease Agreement]:

      (1) The Rentable Area of the Leased Premises is approximately 11,053
square feet; (2) The amount of the Base Rent is $25 per square foot;

      (3) The commencement of the Term is June 6, 2006 and the expiration of
the Term is May 31, 2019. In the event TENANT'S occupancy of the Premises
commences on a date other than the first day of the following month, the Lease
Commencement Date shall be the first day of the month, and the Lease Expiration
Date shall be adjusted correspondingly, such that the Term of this Lease shall
be for the same period of time set forth in Subsection (a) of this Section 2.
Any occupancy prior to the Lease Commencement Date shall be pursuant to all the
terms and conditions of this Lease, and rent shall be prorated for such
fractional period of the month of early occupancy.

      (4) The Rent Commencement Date shall begin when the U & O is issued and
TENANT is given the right to occupy premise. TENANT build outs shall be
substantially completed. [highlighted area reflects change]

      (5) TENANT is in possession of the Leased Premises and has no claims,
defenses, offsets or counterclaims against LANDLORD except for the following
specific claims, defenses, offsets or counterclaims: __________________________

            IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6'th
      day of June, 2006.

                             TENANT:
                             Old Line Bank

                             By:  /s/James W. Cornelsen
                                  -----------------------------------
                             Printed Name:  James W. Cornelsen

                             Title:  President

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<PAGE>

                                    EXHIBIT C

                          POINTER RIDGE OFFICE BUILDING

                      RULES AND REGULATIONS OF THE BUILDING

      (a) The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls or other parts of the Building not occupied by any
tenant shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress or egress to and from the demised premises. LANDLORD
shall have the right to control and operate the public portions of the Building,
and the facilities furnished for the common use of the tenants, in such manner
as LANDLORD deems best for the benefit of the tenants generally. No tenant shall
permit the visit to the demised premises of persons in such numbers or under
such conditions as to interfere with the use and enjoyment by other tenants of
the entrances, corridors, elevators and other public portions or facilities of
the Building.

      (b) No awnings or other projections shall be attached to the outside walls
of the Building without the prior written consent of LANDLORD. No drapes,
blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door. Such awnings, projections, curtains,
blinds, screens or other fixtures must be of the quality, type, design, and
color, and attached in a manner approved by LANDLORD.

      (c) The doors leading to the corridors or main halls shall be kept closed
during business hours except as they may be used to ingress or egress. No
additional locks shall be placed upon any doors of the demised premises, nor
shall any changes be made in existing locks or the mechanisms thereof; except
that TENANT shall have the right at its expense to install security locks on all
entry doors and fire doors opening into the demised premises, and also on the
doors to any offices within the demised premises, provided TENANT at the
termination of its occupancy shall restore to LANDLORD all keys of stores,
offices, storage and toilet rooms, either furnished to, or otherwise procured by
TENANT, and in the event of the loss of any keys so furnished, TENANT shall pay
to LANDLORD the cost to replace. TENANT further agrees that, should LANDLORD so
require, TENANT will at its expense remove any additional locks which it
installed or caused to be installed, reinstall the original hardware, and repair
to LANDLORD'S satisfaction any damage to doors or frames. TENANT agrees to give
access upon request to any such locked area(s).

      (d) TENANT shall not construct, maintain, use or operate within the
demised premises or elsewhere in the Building of which the demised premises form
a part or on the outside of the Building, any electrical device, wiring or
apparatus in connection with a loud

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<PAGE>

speaker system or other sound system unless the TENANT shall have first obtained
the prior written consent of the LANDLORD, except that this restriction shall
not apply to radios, television sets or dictating machines, or paging systems,
if such items are audible solely within the premises. There shall be no marking,
painting, drilling into or in any way defacing any part of the demised premises
or the Building. No TENANT shall throw anything out of the doors or windows or
down the corridors or stairs.

      (e) The employees of the LANDLORD are prohibited as such from receiving
any packages or other articles delivered to the Building for the TENANT, and
should any such employee receive any such packages or articles, he or she in so
doing shall be the agent of the TENANT and not of the LANDLORD.

      (f) The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the TENANT
who, in whose servants, employees, AGENTS, visitors, or licensees, shall have
caused the same.

      (g) No vehicles or animals of any kind shall be brought into or kept in or
about the demised premises or the Building, and no cooking shall be done or
permitted by the TENANT on the demised premises except in kitchens constructed
as part of TENANT Improvements. No TENANT shall cause or permit any unusual or
objectionable odors to be produced upon or emanate from the demised premises.

      (h) Neither TENANT, nor any of TENANT'S servants, employees, AGENTS,
visitors or licensees, shall at any time bring or keep upon the demised premises
any inflammable, combustible or explosive fluid, chemical or substance.

      (i) Canvassing, soliciting and peddling in the Building is prohibited and
TENANT shall cooperate to prevent the same.

      (j) Any person employed by TENANT to do janitorial work within the demised
premises must obtain LANDLORD'S consent and such person shall, while in the
Building and outside of said demised premises, comply with all instructions
issued by the superintendent of the Building.

      (k) There shall not be used in any space, or in the public halls of the
Building, either by any TENANT or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.

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      (l) Access plates to under floor conduits must be left exposed. Where
carpet in installed, carpet must be cut around access plates.

      (m) TENANT shall adjust thermostat, if adjustable, to the setting which
uses the least amount of energy upon leaving the premises daily.

      (14) Mats, trash, or other objects are not permitted in the public
corridors.

      (o) LANDLORD and/or its parking contractor shall have the right to
establish reasonable rules and regulations for the use of all parking facilities
at the project.

      (p) LANDLORD shall have the right to determine when TENANT may move its
Property, i.e., furnishings, files, etc., into or out of the demised premises.
TENANT shall request permission from LANDLORD for any such move, and shall abide
by LANDLORD'S reasonable rules regarding any such move.

      (q) TENANT shall purchase and maintain comprehensive public liability and
Property damage insurance on the demised premises, protecting LANDLORD and
TENANT against loss, cost, or expense by reason of injury or death to persons or
damage to or destruction of Property by reason of the use and occupancy of the
demised premises by TENANT and its invites, such insurance to be carried by
reputable companies and having limits of not less than $1,000,000 combined
single limit per occurrence for bodily injury, death, and Property damage; for
injury to or death of any one person, $5,000,000 for each accident and
$2,000,000 for Property damage.

      (r) No TENANT shall purchase spring water, ice, coffee, soft drinks,
towels or other like service, from any company or persons whose repeated
violations of Building regulations have caused, in LANDLORD'S opinion, a hazard
or nuisance to the Building and/or its occupants.

      (s) LANDLORD reserves the right to exclude from the Building at all times
any person who is not known or does not properly identify himself to the
Building Management or night watchman on duty. LANDLORD may at its option
require all persons admitted to or leaving the Building between the hours of 6
p.m. and 7 a.m., Monday through Friday, and at all times on Saturday, Sundays
and legal holidays, to register. TENANT shall be responsible for all persons for
whom he authorizes entry into or exit out of the Building, and shall be liable
to LANDLORD for all acts of such persons.

      (t) The demised premises shall not be used for lodging or sleeping or for
any illegal purpose.

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<PAGE>

      (u) LANDLORD does not maintain suite finishes which are non-standard, such
as kitchens, bathrooms, wallpaper, special lights, etc. However, should the need
for repairs arise, LANDLORD will arrange for the work to be done at the TENANT'S
expense.

      (v) No auction sales shall be conducted in the Building without the
LANDLORD'S consent.

      (w) No TENANT shall use any other method of heating than that provided by
the LANDLORD without the LANDLORD'S consent.

      (x) TENANT shall keep window coverings closed at the appropriate time of
day to prevent direct solar penetration of the premises.

      (y) TENANT shall purchase and use chair mats to protect the carpeting
under all chairs on casters used in the demised premises.

      LANDLORD agrees to advise TENANT in writing of any additions to, deletions
from, or changes in the foregoing rules and regulations. In the event that
TENANT is in violation of any Building rule or regulation, LANDLORD shall notify
TENANT in writing of the same, and shall allow TENANT a reasonable period of
time within which to comply with such rule or regulation. Failure of TENANT to
comply within such period of time shall be sufficient cause for termination of
this Lease at the option of the LANDLORD.

                                       47

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                                    EXHIBIT D

                   LEASEHOLD IMPROVEMENTS AND TENANT STANDARDS

(See attached space plan as attached as Exhibit D-1 to be provided at a later
date.)

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