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                                  EXHIBIT 10.5

                                      LEASE

     THIS INDENTURE OF LEASE made on the 6th day of June 2000, by and between
HIGHLANDTOWN VILLAGE SHOPPING CENTER, INC., a Maryland Corporation having an
address c/o Landmark Properties, Inc., 4848 Route 8 Unit 2, Allison Park, PA
15101 herein called LANDLORD and AmericasBank, a Maryland Banking Corporation
having an address of 500 York Road, Towson, MD 21204-5103 herein called TENANT

                                WITNESSETH THAT:
                                   ARTICLE I
                              LEASED PREMISES, TERM

SECTION 1.01 LEASED PREMISES

     Landlord hereby leases to Tenant, and Tenant rents from Landlord, those
certain premises, now or hereafter erected in a certain shopping center known as
Highlandtown Village Shopping Center (herein called the "Shopping Center")
located in Baltimore, Maryland, being more particularly described in Exhibit "A"
hereof, which is attached hereto and made a part hereof, which premises consist
of a store, building or room as shown by the hatched area on Exhibit "B", said
store building or room having approximate measurements of 28.6 feet in width and
50 feet in depth, and containing an area of approximately 1,430 square feet,
together with the use in common with others entitled thereto as set forth more
particularly in Article VI hereof, of the common areas, employees' parking
areas, service roads, loading facilities, sidewalks and customer car parking
areas, shown and depicted on Exhibit "B", and other facilities as may be
designated from time to time by Landlord, subject however to the terms and
conditions of this Agreement and to reasonable rules and regulations for the use
thereof as prescribed from time to time by the Landlord, all herein collectively
called the "Leased Premises." Landlord shall deliver the Leased Premises with
the restroom, electrical system, and HVAC system in working order and in
compliance with code. Tenant has examined the Leased Premises and accepts them
"as is".

SECTION 1.02 COMMENCEMENT AND ENDING DATE OF TERM

     The term of the Lease shall commence on the earlier of 60 days after Tenant
is given formal approval for the change of location of the AmericasBank branch
from its location at 3621 East Lombard Street, Baltimore, Maryland to the Leased
Premises from all regulatory agencies which oversee and examine the operations,
standing and status of AmericasBank or the day Tenant opens for business and
Tenant's obligation to pay rent hereunder shall commence 60 days after the Lease
commences and shall end on the last day of the fifth consecutive full lease year
as said term "lease year" is hereinafter defined. Tenant shall have no
obligation hereunder until such time as regulatory approval of location change
is given. Tenant shall act with due diligence and in good faith to obtain
regulatory approval of location change.

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SECTION 1.03 LEASE YEAR DEFINED

     The term "lease year", as used herein, shall mean a period of twelve (12)
consecutive full calendar months. The first lease year shall begin on the first
full calendar month following the commencement date set forth in Section 1.02
hereof; provided, however, if the date set forth in Section 1.02 hereof is the
first day of the calendar month, then the lease year shall commence on that
date.

SECTION 1.04 FIRST OPTION TO EXTEND

     Provided Tenant is not in default under any of the terms and conditions of
this Lease, Tenant shall have the option to extend the term of this Lease for an
additional period of five (5) years from the date upon which such term would
otherwise expire. Such extensions shall be upon and subject to the same terms,
covenants and conditions as those herein specified. If Tenant elects to exercise
this option, it shall do so by giving Landlord written notice of such election
no later than one hundred twenty (120) days prior to the date this Lease would
otherwise expire.

     If Tenant gives such notice, the term of this Lease shall be automatically
extended for the additional period of years covered by the option so exercised
without execution of an extension or renewal Lease.

SECTION 1.05 FINAL OPTION TO EXTEND

     Provided Tenant is not in default under any of the terms and conditions of
this Lease, Tenant shall have a final option to extend the term of this Lease
for an additional period of five (5) years from the date upon which such term
would otherwise expire per Section 1.04 above. Such extensions shall be upon and
subject to the same terms, covenants and conditions as those herein specified
except that Tenant may not again exercise an option under this Article. If
Tenant elects to exercise this option, it shall do so by giving Landlord written
notice of such election no later than one hundred twenty (120) days prior to the
date this Lease would otherwise expire.

     If Tenant gives such notice, the term of this Lease shall be automatically
extended for the additional period of years covered by the option so exercised
without execution of an extension or renewal Lease.

                                   ARTICLE II
                                      RENT

SECTION 2.01 MINIMUM RENT

     Tenant agrees to pay to Landlord at the office of Landlord, or at such
other place designated by Landlord, without any prior demand therefore as fixed
minimum rent:

     (a) The sum of One Thousand Three Hundred Ten Dollars and Eighty-Three
Cents ($1,310.83) in advance upon the first (1st) day of each calendar month
during the first (1st) lease year inclusive;

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     (b) The sum of One Thousand Three Hundred Ten Dollars and Eighty-Three
Cents ($1,310.83) in advance upon the first (1st) day of each calendar month
during the second (2nd) lease year inclusive;

     (c) The sum of One Thousand Three Hundred Seventy Dollars and Forty-Two
Cents ($1,370.42) in advance upon the first (1st) day of each calendar month
during the third (3rd) lease year inclusive.

     (d) The sum of One Thousand Four Hundred Dollars and Twenty-One Cents
($1.400.21) in advance upon the first (1st) day of each calendar month during
the fourth (4th) lease year inclusive;

     (e) The sum of One Thousand Four Hundred Fifty-Nine Dollars and
Seventy-Nine Cents ($1,459.79) in advance upon the first (lst) day of each
calendar month during the fifth (5th) lease year inclusive.

     In the event Tenant exercises its option to extend the term of this Lease
pursuant to Section 1.04 hereof Tenant also agrees to pay to Landlord at the
office of Landlord, or at such other place designated by Landlord, without any
prior demand therefor as fixed minimum rent during said option period:

     (f) The sum of One Thousand Four Hundred Eighty-Nine Dollars and
Fifty-Eight Cents ($1,489.58) in advance upon the first (1st) day of each
calendar month during the sixth (6th) lease year inclusive:

     (g) The sum of One Thousand Five Hundred Nineteen Dollars and Thirty-Eight
Cents ($1,519-38) in advance upon the first (1st) day of each calendar month
during the seventh (7th) lease year inclusive;

     (h) The sum of One Thousand Five Hundred Forty-Nine Dollars and Seventeen
Cents ($1,549.17) in advance upon the first (1st) day of each calendar month
during the eighth (8th) lease year inclusive;

     (i) The sum of One Thousand Five Hundred Seventy-Eight Dollars and
Ninety-Six Cents ($1,578.96) in advance upon the first (1st) day of each
calendar month during the ninth (9th) lease year inclusive;

     (j) The sum of One Thousand Six Hundred Eight Dollars and Seventy-Five
Cents ($1,608.75) in advance upon the first (1st) day of each calendar month
during the tenth (10th) lease year inclusive.

     In the event Tenant exercises its option to extend the term of this Lease
pursuant to Section 1.05 hereof Tenant also agrees to pay to Landlord at the
office of Landlord, or at such other place designated by Landlord, without any
prior demand therefor as fixed minimum rent during said option period.

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     (k) The sum of One Thousand Six Hundred Thirty-Eight Dollars and Fifty-Four
Cents ($1,638.54) in advance upon the first (1st) day of each calendar month
during the eleventh (11th) lease year inclusive;

     (l) The sum of One Thousand Six Hundred Sixty-Eight Dollars and
Thirty-Three Cults ($1,668.33) in advance upon the first (1st) day of each
calendar month during the twelfth (12th) lease year inclusive;

     (m) The sum of One Thousand Six Hundred Ninety-Eight Dollars and Thirteen
Cents ($1,698.13) in advance upon the first (1st) day of each calendar month
during the thirteenth (13th) lease year inclusive.

     (n) The sum of One Thousand Seven Hundred Twenty-Seven Dollars and
Ninety-Two Cents ($1,727.92) in advance upon the first (1st) day of each
calendar month during the fourteenth (14th) lease year inclusive;

     (o) The sum of One Thousand Seven Hundred Fifty Seven Dollars and
Seventy-One Cents ($1,757.71) in advance upon the first (1st) day of each
calendar month during the fifteenth (15th) lease year inclusive.

     If the term shall commence upon a day other than the first day of a
calendar month, then Tenant shall pay, upon the commencement date of the term, a
pro rata portion of the fixed monthly rent described in the foregoing clause (a)
prorated on a per diem basis with respect to the fractional calendar month
preceding the commencement of the first lease year hereof. It is the intention
of the parties that the rental specified in this numbered section shall be net
to the Landlord in every respect and paid without abatement, deduction or
set-off.

SECTION 2.02 PERCENTAGE RENT

     (Intentionally Omitted)

SECTION 2.03 GROSS RECEIPTS DEFINED

     (Intentionally Omitted)

SECTION 2.04 REAL ESTATE TAXES

     Landlord will pay in the first instance all taxes and assessments which are
assessed or imposed upon the Shopping Center or any part thereof, and due and/or
payable during the term of this lease. The Tenant shall reimburse the Landlord
its pro rata share of all monies paid by the Landlord for real estate taxes as
herein provided. Such proration shall be determined as set forth in Section 6.04
hereof. Such reimbursement shall be made as set forth under Article VI hereof.

     For the purpose of this Section, the term "Taxes" shall include all real
estate taxes, taxes imposed on rents or in lieu of real estate taxes or taxes on
rents, taxes attributable to improvements to the Shopping Center or any part
thereof made by any Tenant or by Landlord, or attributable to the installation
in the Shopping Center or any part thereof of fixtures, machinery, or equipment
by any tenant or by Landlord, assessments, water and sewer rents, if billed by
the

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appropriate authority as a tax rather than a utility charge, and other
governmental impositions and charges of every kind and nature whatsoever
extraordinary as well as ordinary, foreseen and unforeseen, and each and every
installment thereof, which shall or may during the term of this Lease or any
extension or renewal thereof be levied, assessed, imposed, become due and/or
payable, or liens upon, or arise in connection with the use, occupancy or
possession of, or grow due or payable out of, or for, the Shopping Center or any
part thereof, or any land, buildings or other improvements therein, excluding,
however, any of the foregoing relating to any parcel included in the Shopping
Center which is occupied with only one prime Tenant or Landlord and which
comprises a separate tax lot for the purpose of assessment for real estate
taxes. Such term shall not include any charge, such as a water meter charge or
the sewer rent based thereon, which is measured by the consumption by the actual
user of the item or service for which the charge is made, nor shall such term
include any tax on the Landlord's income which is personal in nature or any
inheritance tax arising out of the death of the Landlord, if applicable. Nothing
herein contained shall be construed to limit Landlord's right to contest any
such taxes it feels are burdensome nor obligate Landlord to contest any such
taxes which either Landlord or Tenant feels are burdensome.

SECTION 2.05 PAST DUE RENT AND OTHER CHARGES

     If Tenant shall fail to pay, when the same is due and payable, any rent,
payment of Common Area Expenses, or any other monies due under the terms of this
Lease, such unpaid amounts shall bear interest from the due date thereof to the
date of payment at the rate of 1 1/2% per calendar month or a fraction thereof.

SECTION 2.06 ADDITIONAL RENT

     In addition to the rents required to be paid by Tenant to Landlord as
elsewhere provided in this Article, Tenant shall pay to Landlord as additional
rent ("Additional Rent") all other amounts required to be paid by Tenant as
provided under the terms of this Lease.

                                  ARTICLE III
                          CONDUCT OF BUSINESS BY TENANT

SECTION 3.01 USE OF PREMISES

     Tenant shall use the Leased Premises solely for the purpose of conducting
the business of banking. Tenant may install and operate an Automatic Teller
Machine (ATM) facility to be operated as part of the Leased Premises. Prior to
commencing installation of said ATM facility. Tenant shall submit installation
plans to Landlord for approval, which shall not be unreasonably withheld. Tenant
shall occupy the Leased Premises at the time set forth in Article I hereof and
shall conduct continuously in the Leased Premises the business aforementioned.
Tenant will not use nor permit the Leased Premises to be used for any other
business or purpose. Tenant will not conduct catalog sales in or from the Leased
Premises except for merchandise which Tenant is permitted to sell "over the
counter" in or at the Leased Premises. In addition, Tenant shall not perform any
acts or carry on any practices which may injure the building or be a nuisance or
menace to other Tenants in the Shopping Center.

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SECTION 3.02 OPERATION OF BUSINESS

     Tenant shall operate all of the Leased Premises during the entire term of
this lease with due diligence and efficiency, unless prevented from doing so by
causes beyond the Tenant's control. Tenant shall conduct its business in the
Leased Premises during the regular customary days and hours for such type of
business in the City or trade area in which the Shopping Center is located. If
Tenant shall fail to fulfill any obligations specified in this Section then in
addition to any other right or remedies available to Landlord, Tenant shall pay
to Landlord as liquidated damages for such failure a sum equal to twice the per
diem Minimum Rent applicable during the period of such failure for each day of
such failure.

SECTION 3.03 COMPETITION

     (Intentionally Omitted)

SECTION 3.04 STORAGE, OFFICE SPACE

     Tenant shall use for office, clerical or other non-selling purposes only
such space in the Leased Premises as is from time to time reasonably required
for Tenant's business in the Leased Premises.

SECTION 3.05 EXCLUSIVE USE

     Landlord covenants, on behalf of itself successors and assigns, that so
long as Tenant is not in default under any significant term or condition of this
Lease and conducts business pursuant to this Section of the Lease, Landlord
shall not Lease any other premises within the Shopping Center for the purpose of
engaging principally in providing traditional banking services; provided,
however, that the sale, rental, licensing or distribution of any such items
which is incidental to the operation of a department store, discount store,
grocery store, drug store, sporting goods store, variety store or similar
business within the Shopping Center shall not constitute a violation of the
foregoing covenant. Nor shall this Lease restriction upon the Landlord apply to
any portion of the premises currently occupied by Santoni's/Provident Bank.
Nothing contained herein shall limit or restrict any tenant, existing or future,
from selling travelers checks or money orders.

                                   ARTICLE IV
                            OPERATION OF CONCESSIONS

SECTION 4.01 CONSENT OF LANDLORD

     Tenant shall not permit any business to be operated in or from the Leased
Premises by any concessionaire or licensee without the prior written consent of
Landlord, which shall not be unreasonably withheld.

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                                    ARTICLE V
                                SECURITY DEPOSIT

SECTION 5.01 AMOUNT OF DEPOSIT

     Tenant has, contemporaneously with the execution of this lease, deposited
with Landlord the sum of One Thousand Five Hundred Dollars and No Cents
($1,500.00), receipt of which is hereby acknowledged by Landlord. Said deposit
shall be held by Landlord without liability for interest, as security for the
faithful performance by Tenant of all the terms, covenants and conditions of
this lease by said Tenant to be kept and performed during the term hereof. This
requirement for a security deposit shall be waived by Landlord upon Tenant
providing satisfactory proof of a secure financial condition. This term shall be
waived by Landlord upon Tenant providing evidence of strong and stable financial
condition.

SECTION 5.02 USE AND RETURN OF DEPOSIT

     In the event of the failure of Tenant to keep and perform any of the terms,
covenants and conditions of this lease to be kept and performed by Tenant, then
the Landlord at its option may appropriate and apply said entire deposit, or so
much thereof, as may be necessary, to compensate the Landlord for loss or damage
sustained or suffered by Landlord due to such breach on the part of Tenant.
Should the entire deposit, or any portion thereof, be appropriated and applied
by Landlord for the payment of overdue rent or other sums due and payable to
Landlord by Tenant hereunder, then Tenant shall, upon the written demand of
Landlord, forthwith remit to Landlord a sufficient amount to restore said
security to the original sum deposited, and Tenant's failure to do so within
five (5) days after receipt of such demand shall constitute a breach of this
lease. Should Tenant comply with all of said terms, covenants and conditions and
promptly pay all of the rental herein provided for as it falls due, and all
other sums payable by Tenant to Landlord hereunder, the said deposit shall be
returned in full to Tenant at the end of the term of this lease, or upon the
earlier termination of this lease subject to the provisions of Section 8.03
hereof.

SECTION 5.03 TRANSFER OF DEPOSIT

     Landlord may deliver the funds deposited hereunder by Tenant to the
purchaser of Landlord's interest in the Leased Premises, at the time such
interest is sold, at which time Landlord shall be discharged from any further
liability with respect to such deposit.

                                   ARTICLE VI
                                  COMMON AREAS

SECTION 6.01 CONTROL OF COMMON AREAS BY LANDLORD

     "Common Areas" shall mean all areas, facilities and improvements provided
from time to time for the general common use or benefit of the tenants and other
occupants, their officers, agents, employees, invitees and customers of the
Shopping Center including without limitation, all non-exclusively used parking
areas, roadways, pedestrian sidewalks, trailways, access roads, driveways,
ramps, loading docks, driveway areas, courts, arcades, service corridors,
landscaped

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and vacant areas, restrooms, public meeting rooms, maintenance rooms, lighting
facilities, storm and sanitary sewer systems and utility lines located within
the Shopping Center.

     Landlord hereby grants to Tenant, during the term of this Lease, the
non-exclusive right to use, in common with all others so entitled, the Common
Areas of the Shopping Center for pedestrian and vehicular traffic. The Common
Areas shall be subject to the exclusive control and management of Landlord and
to such rules and regulations as Landlord may from time to time adopt.

     Landlord reserves the right to change the area, locations and arrangement
of parking areas and other Common Areas, to close any or all portions of the
Common Areas, to such extent and for such time as may, in the sole discretion of
Landlord's counsel, be legally necessary to prevent a dedication thereof or the
accrual of any rights to any person or to the public therein; to close
temporarily, if necessary, any part of the Common Areas in order to make
changes, additions, deletions, alterations or improvements in and to such Common
Areas including methods of ingress to and egress from such Common Areas,
provided there shall be no unreasonable obstruction of Tenant's right of ingress
to or egress from the Leased Premises.

SECTION 6.02 MAINTENANCE OF COMMON AREAS BY LANDLORD

     Landlord shall provide for the cleaning, painting, striping, surfacing and
re-surfacing, repairing, operating, lighting, removing of snow, ice, rubbish and
debris, and inspecting of the Common Areas, as deemed necessary by Landlord.

SECTION 6.03 COMMON AREA EXPENSES

     Landlord and Tenant agree that certain expenses will be incurred for the
operation of the Shopping Center's Common Areas. Said expenses shall include but
not be limited to:

     (a) All real estate taxes and assessments as described more particularly in
Section 2.04 hereof (as well as any costs incurred in the contesting thereof);
and

     (b) Those expenses necessary to maintain the common areas including,
without limitation, gardening and landscaping, repairs, replacements,
amortization of debt service incurred to finance major repairs or replacements
(e.g. parking lot resurfacing), line painting, lighting, sanitary control,
maintenance of a uniform sign system, if applicable, removal of snow, ice,
trash, rubbish, garbage and other refuse, depreciation on machinery and
equipment used in such maintenance, the cost of personnel to implement any of
the above such services, (it being the intention of this paragraph to include,
without limitation, all expenses incurred in the maintenance and operation of
the common areas which benefit the tenants as a group rather than a single
tenant, as set forth more particularly in Section 6.02 hereof); and

     (c) The cost of all property insurance as required in Section 9.03 hereof,
all public liability insurance as required in Section 9.03 hereof and all
business interruption and miscellaneous insurance required by Section 9.03
hereof, and

     (d) The cost of all utility and fire protection services, as required by
Section 10.02 hereof, and

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     (e) All advertising and promotion costs which benefit the tenants (as a
group rather than to a single tenant) as set forth in Section 14.03 hereof; and

     (f) The sum of fifteen (15%) percent of all the above incurred expenses,
except for the expenses of real estate taxes and assessments for Landlord's
overhead incurred in the providing of the above services.

     The sum of all of the above expenses shall be hereinafter referred to as
the "Common Area Expenses."

SECTION 6.04 TENANT'S SHARE OF THE COMMON AREA EXPENSES

     Landlord shall pay the Common Area Expenses in the first instance. Tenant
shall reimburse Landlord, as hereinafter provided, its pro rata share of the
Common Area Expenses. Tenant's pro rata share of the Common Area Expenses shall
be computed by multiplying the total amount of the Common Area Expenses by a
fraction the numerator of which shall be the floor area of the Leased Premises
(1,430 sq ft) and the denominator of which shall be the square footage of the
total leaseable area of the Shopping Center as the same shall, from time to
time, exist. Until such time as Tenant's pro rata share shall change based on a
change in the floor area of the Leased Premises or the total leaseable area of
the Shopping Center Tenant's pro rata share shall be 2.5%. Tenant's pro rata
share of the Common Area Expenses shall be paid in monthly installments, on the
first day of each calendar month, in advance, in an amount estimated by Landlord
from time to time. Tenant's monthly pro rata share of the Common Area Expenses
shall initially be $536.25. Following the end of each full or partial calendar
year, Landlord shall notify Tenant of Tenant's pro rata share of the Common Area
Expenses for such full or partial calendar year. If the amount paid by Tenant
for any full or partial calendar year shall be less than the actual amount due
from Tenant for such year as of such notice, Tenant shall pay Landlord the
difference between the amount paid by Tenant and the actual amount due, within
ten (10) days after receipt of such notice. If the total amount paid by Tenant
for any full or partial calendar year shall exceed the actual amount due from
Tenant for such full or partial calendar year, such excess shall be credited
against the next payment due from Tenant to Landlord pursuant to this Article.
If the commencement date for the payment of Tenant's share of the Common Area
Expenses is a day other than the first day of the calendar year or if the term
of this Lease shall end on a day other than the last day of a calendar year then
Tenant's pro rata share of the Common Area Expenses shall be billed and adjusted
on the basis of such fraction of a calendar year. Tenant's costs for Common Area
Expenses will not exceed $4.50 per square foot of leased space the first year
and shall increase no more than 3% per year thereafter. Tenant, or its designee,
at Tenant's expense, shall have the right to audit and examine Landlord's
records as they pertain to common area expenses and real estate taxes of the
Center and Tenant's correspondent responsibility for its pro rata share.

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                                  ARTICLE VII
               SIGNS, AWNINGS, CANOPIES, FIXTURES AND ALTERATIONS

SECTION 7.01 INSTALLATION BY TENANT

     All fixtures installed by Tenant shall be new or completely reconditioned.
Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any trade fixture, exterior
signs, floor covering, interior or exterior lighting, plumbing fixtures, shades
or awnings or make any changes to the store front without first obtaining
Landlord's written approval and consent. Tenant shall present plans and
specifications to landlord for such work at the time approval is sought.

SECTION 7.02 REMOVAL AND RESTORATION BY TENANT

     Alterations, decorations, additions and improvements, shall not be removed
from the premises prior to the end of the term hereof without the prior consent
in writing from Landlord, said consent which Landlord agrees not to unreasonably
withhold or delay. In the event Tenant removes any such alterations,
decorations, additions or improvements from the Leased Premises after receiving
Landlord's consent to remove the same alterations, decorations, additions or
improvements therefrom and Tenant fails to restore the Leased Premises,
excepting normal wear and tear, then Tenant may be charged 120% of Landlord's
costs of restoring the Leased Premises and said cost may be deducted from any
security deposit held by Landlord. All such alterations, decorations, additions
and improvements shall become the property of Landlord if they are not removed
from the Leased Premises upon the expiration of the Lease.

SECTION 7.03 TENANT SHALL DISCHARGE ALL LIENS

     Tenant shall promptly pay all contractors and materialmen, so as to
minimize the possibility of a lien attaching to the Leased Premises, and should
any such lien be made or filed, Tenant shall bond against or discharge the same
within ten (10) days after written request by Landlord. No contractor shall work
on the Shopping Center or materialmen supply materials to the Shopping Center
involving the payment of $2,500.00 or more prior to the public filing of a
no-lien agreement in a form approved by Landlord.

SECTION 7.04 SIGNS, AWNINGS AND CANOPIES

     Tenant will not place or allow anyone to place or maintain any sign, awning
or canopy, lettering or advertising matter, documents or other thing of any kind
on the exterior walls, windows or doors of the Leased Premises without first
obtaining Landlord's written approval. Tenant further agrees to maintaining such
sign, awning, canopy, decoration, lettering, advertising matter or other thing
as may be approved in good condition and repair at all times or Landlord may
cause such maintenance and, without limiting Landlord's other remedies, deduct
120% of the cost thereof from any security deposit held by the Landlord as
compensation therefor or Landlord shall be paid by Tenant upon demand for such
maintenance.

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SECTION 7.05 MAJOR ALTERATIONS, ADDITIONS OR CHANGES

     Tenant may, at its sole cost and expense, make such non-structural
alterations, additions or changes, in and to the Leased Premises as it may
desire; provided, however, Tenant shall first obtain Landlord's prior written
consent to the plans and specifications for any of said non-structural
alterations, additions or changes, other than to its own fixtures, equipment or
decorations. Landlord may withhold its consent thereto if it deems that the
structural strength of the building or Leased Premises will be impaired by such
work or if Landlord's obligation to maintain, replace or repair the Leased
Premises as set forth in Section 8.01 hereof will be expanded or adversely
affected, or if Landlord deems that such additions, alterations or changes would
adversely affect the other tenants in the Shopping Center, provided, however,
any such additions, alterations or changes must be restricted to the Leased
Premises as shown on Exhibit "B" attached hereto. All such alterations,
additions or changes shall be made in strict conformance with the plans and
specifications submitted to and approved by Landlord.

     Tenant may make no alterations, additions or changes which, in the opinion
of Landlord or its engineers affect the structural integrity of the Leased
Premises without Landlord's prior written consent thereto, which consent may be
given at Landlord's sole discretion.

SECTION 7.06 UNIFORM EXTERIOR SIGNING SYSTEM

     Landlord may elect to maintain a uniform signing system throughout the
Shopping Center. In such event, Tenant shall maintain no exterior signs of any
kind or nature whatsoever or maintain interior signs which can be reasonably
expected to be viewed by the public from the exterior of the Leased Premises.
Further, in the event that such uniform signing system is maintained, the
expense of lighting and cleaning and maintaining said system shall be considered
a common area expense as provided for under Article VI hereof. The initial cost
of Tenant's sign in said uniform system shall be billed to the Tenant and
payment of such bill shall be due thirty (30) days thereafter.

                                  ARTICLE VIII
                         MAINTENANCE OF LEASED PREMISES

SECTION 8.01 MAINTENANCE BY TENANT

     Tenant agrees to be responsible for all cleaning, maintenance, replacements
and repairs necessary to keep the Leased Premises, including but not limited to
the heating, ventilation and air-conditioning, plumbing systems, electrical
systems, sprinklers, glass, window panes, doors, walkways adjacent to the
premises, exclusively used loading docks and driveways or areas lying within the
boundary of the hatched area as depicted on Exhibit "B" hereof in a good state
of repair and tenantable condition, except for the following cleaning,
maintenance, replacement or repair which shall remain the Landlord's sole
responsibility:

     (a) All maintenance, replacements and repairs to the roof, outer walls
(exclusive of glass, window panes and doors), and structural portions of the
buildings which shall be necessary to maintain the building in a safe, dry and
tenantable condition and in good order and repair; and

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     (b) All repairs, maintenance or replacements of or to the underground
utility installations and underground electrical conduit and wire of the Leased
Premises, which are occasioned by settlement of the premises or a portion
thereof, or caused by soil conditions; and

     (c) A11 repairs, replacement, maintenance and cleaning of the common areas
not hatched on Exhibit B

     (d) During the first lease year of this lease Landlord agrees to pay any
amount exceeding Five Hundred Dollars ($500.00) for repairs to major component
parts of the HVAC.

     Tenant agrees to contract with a good and reputable HVAC maintenance
company, approved by the Landlord, to provide no less than quarterly maintenance
inspections of the Leased Premises' HVAC equipment. Tenant shall be responsible
for maintaining the HVAC in good working order and for all repairs and
replacements after the first lease year.

     Tenant also agrees when determined by Landlord to perform all necessary
cleaning, maintenance, replacements or repairs to the Leased Premises which the
Landlord deems necessary for the overall maintenance and appearance of the
Shopping Center. Tenant shall commence such cleaning, maintenance, replacements
or repairs or a course of action reasonably expected to cause such cleaning,
maintenance, replacements or repairs to be completed within five (5) business
days from the receipt of notice from Landlord to cause such cleaning,
maintenance, replacements or repairs to be completed.

SECTION 8.02 MAINTENANCE BY LANDLORD

     If Tenant refuses or neglects to repair property as required hereunder and
to the reasonable satisfaction of Landlord as soon as reasonably possible after
written demand, Landlord may make such repairs without liability to Tenant for
any loss or damage that may accrue to Tenant's merchandise, fixtures, or other
property or to Tenant's business by reason thereof, and upon completion thereof,
and without limiting Landlord's other remedies, Tenant shall pay Landlord's
costs for making such repairs plus twenty percent for overhead upon presentation
of the bill therefore, as additional rent or Landlord may deduct (120%) of the
costs thereof from any security deposits so held.

SECTION 8.03 SURRENDER OF PREMISES

     At the expiration of the tenancy hereby created, Tenant shall surrender the
Leased Premises in the same condition as the Leased Premises were in upon
delivery of possession thereto under this lease, reasonable wear and tear
excepted, and shall surrender all keys for the Leased Premises to Landlord at
the place then fixed for the payment of rent, and shall inform Landlord of all
combinations on locks, safes, and vaults, if any, in the Leased Premises. Tenant
shall remove all its trade fixtures, equipment, furniture and inventory before
surrendering the premises as aforesaid, and shall repair any damage to the
Leased Premises caused thereby. As soon as is reasonably practical after the
receipt of notice by Tenant that the obligations set forth herein have been
completed, Landlord shall examine the premises for compliance. Landlord shall
provide prior notice to Tenant of its intention to inspect the premises and
shall reasonably cooperate with Tenant to allow Tenant or Tenant's
representative to be present during any such inspection. In the event the Tenant
has not satisfactorily complied with its obligation in the

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opinion of Landlord, Landlord may, at its election, perform the obligations set
forth herein and deduct One Hundred Twenty (120%) percent of the costs thereof
from any security deposit held by Landlord. After Tenant's vacation and proper
compliance with Tenant's obligations set forth herein to the Landlord's
satisfaction, Landlord shall return to Tenant the amount of the security deposit
still outstanding less any amounts withdrawn by Landlord in accordance with the
other terms of this lease.

     In the event that said security deposit shall prove to be insufficient to
satisfy the withdrawals from said security deposit as herein provided, the
Tenant shall, within thirty (30) days of written demand therefore by Landlord,
reimburse to Landlord the amount necessary to reimburse such deficiency.
Tenant's obligation to observe or perform this covenant shall survive the
expiration or other termination of the term of this lease.

SECTION 8.04 RULES AND REGULATIONS

     Tenant agrees to comply with and observe the rules and regulations attached
to the end of this Lease. Tenant's failure to keep and observe said rules and
regulations shall constitute a breach of the terms of this lease in the manner
as if the same were contained herein as covenants. Landlord reserves the right
from time to time to amend or supplement said rules and regulations and to adopt
and promulgate additional rules and regulations applicable to the Leased
Premises and the Shopping Center. Notice of such additional rules and
regulations, and amendments and supplements thereto, if any, shall be given to
Tenant, and Tenant agrees thereupon to comply with and observe all such rules
and regulations, and amendments thereto and supplements thereof, provided the
same apply uniformly to all tenants of the Shopping Center.

                                   ARTICLE IX
                             INSURANCE AND INDEMNITY

SECTION 9.01 INDEMNIFICATION OF LANDLORD, TENANT'S INSURANCE

     Tenant will indemnify Landlord and any lender having a Deed of Trust or
Mortgage on the premises and save it harmless from and against any and all loss,
cost, claims. damages, actions. liability and/or expense in connection with loss
of life, personal injury and/or damages to property including the Leased
Premises, the Shopping Center, intangible property and choses in action arising
from or out of any occurrence in, upon or at the Leased Premises, or the
occupancy or use by Tenants of the Leased Premises or any part thereof, or
occasioned wholly or in part by any act or omission of Tenant, its agents,
contractors, employees, servants, sub-lessees or concessionaires. In case
Landlord shall, without fault on its part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall defend, indemnify, protect and
hold Landlord harmless and shall pay all cost, expenses and reasonable
attorney's fees incurred or paid by Landlord in connection with such litigation.

     Tenant shall also pay all costs, expenses and reasonable attorney's fees
that may be incurred or paid by Landlord in enforcing the covenants and
agreements in this Lease.

     Tenant shall maintain, at Tenant's own cost and expense, adequate plate
glass insurance and hazard insurance, if necessary, against losses resulting
from the negligence of Tenant which ultimately results in damage to the Leased
premises or the Shopping Center, or intangible

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<PAGE>

property or choses in action in connection therewith, to the limit of not less
than One Hundred Thousand ($100,000.00) Dollars in respect to any property
damage, and general public liability insurance in accordance with Section 11.02
hereof. Certificates of all such insurance shall be delivered to Landlord within
ten (10) days after the execution of this lease and such Certificates shall
contain covenants by the insurer to provide Landlord with ten (10) days written
notice prior to any cancellation, non-renewal, change or modification in the
subject insurance.

SECTION 9.02 TENANT'S LIABILITY INSURANCE

     Tenant shall, during the entire term hereof, keep in full force and effect,
a policy of public liability and property damage insurance with respect to the
Leased Premises including its store building or room, as well as any adjacent
sidewalk, loading dock and/or compactor areas, and any other areas as are shown
shaded on Exhibit "B", and the business operated by Tenant and any subtenants of
Tenant in the Leased Premises in which the limits of insurance shall be not less
than One Million ($1,000,000.00) Dollars single limit. The policy or certificate
shall name Landlord, any person, firms or corporations designated by Landlord,
and Tenant as insured, and shall contain a clause that the insurer will not
cancel or change the insurance without first giving the Landlord ten (10) days'
prior written notice. The insurance shall be in an insurance company approved by
Landlord, and a copy of the policy or a Certificate of Insurance shall be
delivered to Landlord.

SECTION 9.03 LANDLORD'S INSURANCE

     Landlord shall keep and maintain a policy of public liability and property
damage insurance insuring against all reasonably insurable statutory and common
law liabilities for damages on account of damage to property or injuries and/or
loss of life sustained by any person or persons within said common areas of the
Shopping Center as defined in Article VII hereof, said policies to bear limits
of not less than One Million ($1,000,000.00) Dollars single limit.

     Landlord shall maintain upon the Shopping Center fire and extended coverage
insurance with such carrier in such amount and in such form as Landlord or its
mortgagee shall deem acceptable. Said policies may provide for the payment of
damages to the Shopping Center and/or its structures on the basis of either
replacement value or actual cash value as determined by Landlord.

     Landlord shall also carry and maintain in force such business interruption
insurance and any other types of miscellaneous insurance which Landlord deems
necessary for its protection, the protection of the public, the protection of
tenants and/or the protection of the Shopping Center as well as Landlord's
mortgagee. The cost, of such Insurance necessary, in the judgment of Landlord,
to adequately insure the Shopping Center shall be paid by Landlord with the
other Common Area Expenses as described in Article VI hereof.

SECTION 9.04 MUTUAL WAIVER OF SUBROGATION

     Each policy of fire insurance with extended coverage carried by Tenant
shall provide that the insurer waives any right of subrogation against Landlord
in connection with or arising out of any damage to such property contained in
the Leased Premises caused by fire or other risks or casualty covered by such
insurance. In no event shall Tenant or any person or corporation

                                       14

<PAGE>

claiming an interest in the Leased Premises by, through or under Tenant, claim,
maintain or prosecute any action or suit at law or in equity against Landlord
for any loss, cost or damage caused by or resulting from fire or other risk or
casualty in the Leased Premises or any part thereof, for which Tenant is or may
be insured under a standard fire insurance policy with extended coverage whether
or not carried by Tenant and whether or not caused by the negligence of
Landlord, or the agents, or servants, or employees of Landlord.

     Landlord agrees to carry fire insurance with extended coverage covering the
buildings in the Shopping Center in an amount satisfactory to any first
mortgagee of the Shopping Center. Each policy of fire insurance with extended
coverage carried by Landlord shall provide that the insurer waives any right of
subrogation against Tenant in connection with or arising out of any damage to
such property contained in the Leased Premises caused by fire or other risks or
casualty covered by such insurance. In no event shall Landlord or any person or
corporation claiming an interest in the Leased Premises by, through or under
Landlord, claim, maintain or prosecute any action or suite at law or in equity
against Tenant for any loss, cost or damage caused by or resulting from fire or
other risk or casualty in the Leased Premises or any part thereof for which
Landlord is or may be insured under a standard fire insurance policy with
extended coverage, whether or not carried by Landlord or whether or not caused
by the negligence of Tenant or the agents, or servants, or employees of Tenant.

     In the event that waiver of subrogation endorsement is obtainable only at
an additional expense, then the party so requiring such waiver of subrogation
endorsement shall either pay the cost of the additional premium for such
provision, or the other party shall be relieved of its obligation to obtain such
endorsement.

SECTION 9.05 INCREASE IN INSURANCE PREMIUMS

     In the event that the costs of the Shopping Center insurance as described
in Section 9.03 hereof should increase due to the use and/or occupancy of Tenant
of the Leased Premises, Tenant shall either:

     (1) Pay in addition to its contribution to the Common Area Expense for the
Center the increase in insurance costs to the Shopping Center due to its use and
occupancy of the Leased Premises; or

     (2) Make, at its own sole cost and expense, whatever changes (either
structural or non-structural) are suggested by the appropriate Board of Fire
Underwriters so as to cause the insurance costs to be reduced to the amount they
had been immediately prior to the re-rating or inspection which immediately
precipitated the increase in insurance cost.

     Tenant shall notify Landlord of its choice of alternatives and shall embark
upon and complete a course of action on its choice of alternatives within thirty
(30) days after said re-rating or inspection by the appropriate Board of Fire
Underwriters.

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<PAGE>

                                    ARTICLE X
                                    UTILITIES

SECTION 10.01 TENANT'S UTILITY CHARGES

     Tenant shall be solely responsible for and promptly pay all charges for
heat, water, sewerage, gas, electricity, telephone or any other utility or
service provided to or used or consumed in the Leased Premises which are
separately metered or billed to Tenant.

SECTION 10.02 LANDLORD'S UTILITY CHARGES

     In event that Landlord elects to supply any water, sewerage, gas, heat,
electricity or fire protection service or any other utility or service provided
to or used or consumed in the Leased Premises or in the common area, Tenant
agrees to pay, as additional rent, at the applicable rates, for any utility or
fire protection charge incurred solely by the Tenant for its Leased Premise or,
as part of the Common area Expense for the Shopping Center, any utility or fire
protection service charges applicable to the common areas or to the tenants as a
group.

     In no event shall Landlord be liable for an interruption or failure in the
supply of any utilities for or to the Leased Premises.

                                   ARTICLE XI
                 ESTOPPEL CERTIFICATE, ATTORNMENT, SUBORDINATION

SECTION 11.01 ESTOPPEL CERTIFICATE

     Within ten (10) days after request therefor by Landlord, Tenant agrees to
deliver in recordable form an Estoppel Certificate to any proposed mortgagee or
purchaser or to Landlord, certifying (if such be the case) that this lease is in
full force and effect and that there are no defenses or offsets thereto, or
stating those claimed by Tenant.

SECTION 11.02 ATTORNMENT

     Tenant shall, in the event any proceedings are brought for the foreclosure
of, or in the event of exercise of the power of sale under any mortgage made by
Landlord covering the Leased Premises, attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as Landlord under this lease.

SECTION 11.03 SUBORDINATION

     Upon request of Landlord, Tenant will subordinate its rights hereunder to
the lien of any mortgage or mortgages, or the lien resulting from any other
method of financing or re-financing, now or hereafter in force against the land
and/or buildings of which the Leased Premises are a part or against any
buildings hereafter to be made upon the security thereof.

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<PAGE>

SECTION 11.04 ATTORNEY-IN-FACT

     Tenant, upon request of any party in interest, shall execute promptly such
instruments or certificates to carry out the intent of Sections 11.01, 11.02 and
11.03 above as shall be requested by Landlord. Tenant hereby irrevocably
appoints Landlord as Attorney-in-fact for Tenant with full power and authority
to execute and deliver in the name of Tenant any such instruments or
certificates. If fifteen (15) days after the date of a written request by
Landlord to execute such instruments Tenant shall not have executed the same,
Landlord may, at its option, cancel this lease without incurring any liability
on account thereof, and the term hereby granted is expressly limited.

                                  ARTICLE XII
                           ASSIGNMENT AND SUB-LETTING

SECTION 12.01 CONSENT REQUIRED

     Tenant will not assign this lease in whole or in part, or sub-let all or
any of the Leased Premises, without the prior written consent of Landlord in
each instance which said consent shall not be unreasonably withheld. The consent
by Landlord to any assignment or sub-letting shall not constitute a waiver of
the necessity for such consent to any subsequent assignment or sub-letting. This
prohibition against assigning or sub-letting shall be construed to include a
prohibition against any assignment or sub-letting by operation of law. If this
lease be assigned, or if the Leased Premises or any part thereof be underlet or
occupied by anybody other than Tenant, Landlord may collect rent from the
assignee, under-tenant or occupant, and apply the net amount collected to the
rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant or the acceptance of the
assignee, under-tenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. Notwithstanding any assignment or sub-lease, Tenant shall remain
fully liable on this lease and shall not be released from performing any of the
terms, covenants and conditions of this lease.

SECTION 12.02 CORPORATE OWNERSHIP

     (Intentionally Omitted)

                                  ARTICLE XIII
                         WASTE, GOVERNMENTAL REGULATION

SECTION 13.01 WASTE OR NUISANCE

     Tenant shall not commit or suffer to be committed any waste upon the Leased
Premises or any nuisance or other act or thing which may disturb the quiet
enjoyment of any other tenant in the Shopping Center or which may disturb the
quiet enjoyment of any person within five hundred (500) feet of the boundaries
of the Shopping Center.

                                       17

<PAGE>

SECTION 13.02 GOVERNMENTAL REGULATIONS

     Tenant shall at Tenant's sole cost and expense; comply with all of the
requirements of all county, municipal, state, federal and other applicable
governmental authorities, now in force, or which may hereafter be in force,
pertaining to the said premises, and shall faithfully observe in the use of the
premises all municipal and county ordinances and state and federal statutes now
in force or which may hereafter be in force.

SECTION 13.03 NO HAZARDOUS SUBSTANCES

     Tenant shall not engage in operations at the Leased Premises which involve
the generation, manufacture, refining, transportation, treatment, storage,
handling or disposal of "hazardous materials", without the prior written consent
of Landlord, which consent shall be at Landlord's sole discretion.

     For the purposes of this Lease, the term "hazardous materials" shall
include, without limitation, those substances and materials described in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 as
amended ("CERCLA"), 42 U.S.C. Section 9601, et seq.), the Resource Conservation
and Recovery Act, as amended (RCRA), (42 U.S.C. 6901, et seq.), the Emergency
Planning & Community Right-to-Know Act, as amended (EPCRA), (42 U.S.C. 11991, et
seq., the Clean Water Act, as amended (CWA), 33 U.S.C. 1251, et seq.), the Clean
Air Act, as amended (CAA), 42 U.S.C. 7401 et seq., the Toxic Substances Control
Act, as amended (TSCA), 15 U.S.C. 2601 et seq., the Safe Drinking Water Act, as
amended (SDWA), 42 U.S.C. 300(f) et seq., and any other applicable federal or
state or local laws, and the regulations adopted under such acts, or any other
substance, material or waste which has been determined by the United States
Environmental Protection Agency, the Federal Occupational Health and Safety
Administration, or similar federal or state agency, to be capable of passing
significant risk of injury to human health or safety.

     Tenant will defend, protect, indemnify and hold Landlord harmless from and
against any and all claims, causes of action, liabilities, damages, costs and
expenses, including, without limitation, attorney fees arising from or in any
way connected with hazardous materials introduced to the Leased Premises or the
Shopping Center by Tenant.

     The covenants contained in this Section 13.03 shall survive the expiration
or termination of this Lease, and shall continue for so long as Landlord and its
successors and assigns may be subject to any expenses, obligations, penalties,
fines, claims, demands, liabilities, costs, personal injuries, property damage,
actions and causes of action, suits, debts, judgments, demands or charges
whatsoever against which Tenant has agreed to indemnify the Landlord from under
this Lease.

                                   ARTICLE XIV
                                   ADVERTISING

SECTION 14.01 CHANGE OF NAME

     (Intentionally Omitted)

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<PAGE>

SECTION 14.02 SOLICITATION OF BUSINESS

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

SECTION 14.03 PROMOTION EXPENDITURES

     Landlord may, at its discretion, provide utility services, if necessary,
loudspeaker systems, lighting, advertising, whether by newspaper.. radio,
television, billboards or otherwise, etc., so as to conduct promotional
activities designed to draw traffic to the Shopping Center. In the event that
such promotions, displays and/or advertising are conducted on behalf of tenants,
Landlord may treat expenses relative to such activities as Common Area Expenses
pursuant to Section 6.03 hereof.

                                   ARTICLE XV
                         DESTRUCTION OF LEASED PREMISES

SECTION 15.01 TOTAL OR PARTIAL DESTRUCTION

     If the Leased Premises shall be damaged by fire, windstorm or other insured
casualty, but are not thereby rendered untenantable in whole or in part,
Landlord shall at its own expense from the proceeds of such insurance, cause the
damage to be repaired and the rent shall not be abated. If by reason of such
occurrence, the premises shall be rendered untenantable only in part, Landlord
shall at its own expense from the proceeds of such insurance, cause the damage
to be repaired and the fixed minimum rent meanwhile shall be abated
proportionately as to the portion of the premises rendered untenantable. If the
premises shall be rendered wholly untenantable by reason of such occurrence
Landlord shall, at its own expense from the proceeds of such insurance, cause
such damage to be repaired and the fixed minimum rent meanwhile shall abate
until the Leased Premises have been restored and rendered tenantable, or
Landlord may at its election, terminate this lease and the tenancy hereby
created by giving to Tenant within the sixty (60) days following the date of
said occurrence, written notice of Landlord's election to do so and in the event
of such termination rent shall be adjusted as of such date. Nothing in this
Section shall be construed to permit the abatement in whole or in part of the
additional rentals unless the term hereof is terminated.

SECTION 15.02 PARTIAL DESTRUCTION OF SHOPPING CENTER

     In the event that fifty (50%) per cent or more of the total leaseable area
of the Shopping Center shall be damaged or destroyed by fire or other cause,
notwithstanding that the Leased Premises may be unaffected by such fire or other
cause, Landlord may terminate this lease and the tenancy hereby created by
giving to Tenant five (5) days prior written notice of Landlord's election so to
do, which notice shall be given, if at all, within the sixty (60) days following
the date of said occurrence. Rent shall be adjust as of the date of such
termination.

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<PAGE>

SECTION 15.03 DESTRUCTION NOT COVERED BY INSURANCE PROCEEDS

     In the event that the Leased Premises shall be damaged by any casualty not
covered by an applicable insurance policy, either rendering the premises
partially untenantable or totally untenantable, then and in that event, Landlord
shall within fifteen (15) days of said destruction notify Tenant as to whether
or not Landlord elects to rebuild the premises at its own sole cost and expense.
Upon receipt of such notice of election not to rebuild, Tenant may either
terminate this lease by five (5) days written notice, said termination to be
effective as to the date of the destruction, or Tenant may elect to rebuild the
premises at its own sole cost and expense. In the event of termination, all
liabilities of each to the other, incurred no earlier than the date of
termination, shall cease and terminate. In the event of casualty not covered by
insurance which does not render the Leased Premises untenantable in whole or in
part, then Tenant shall repair its own premises at its own sole cost and
expense.

                                   ARTICLE XVI
                                 EMINENT DOMAIN

SECTION 16.01 CONDEMNATION DAMAGES

     In the event the Leased Premises or any part thereof shall be permanently
taken or condemned, or transferred by agreement in lieu of condemnation, for any
public or quasi-public use or purpose by any competent authority, and whether or
not this Lease shall be terminated, the entire compensation award therefor, both
leasehold and reversion, shall belong to the Landlord without any deduction
therefrom for any present or future estate of Tenant and Tenant hereby assigns
to Landlord all its right, title and interest in and to any such award. Tenant
shall, however, be entitled to claim, prove and receive in such condemnation
proceedings such award as may be allowed for fixtures and other equipment
installed by it in the Leased Premises and moving expenses but only if or to the
extent such award shall be in addition to the award for the land and the
building and other improvements (or portions thereof) containing the Leased
Premises.

SECTION 16.02 CONDEMNATION OF THE LEASED PREMISES

     If the entire Leased Premises shall be taken or condemned as set forth
hereinabove, then the Lease shall terminate and shall become null and void from
the time possession thereof is required for public use and from that date the
parties hereto shall be released from further obligation hereunder; but in the
event a portion only of the Leased Premises itself shall be so taken or
condemned, then Landlord may elect to terminate this Lease or repair and restore
the portion not affected by the taking, and thereafter fixed minimum and
percentage rent and other charges to be paid by Tenant shall be equitably and
proportionately adjusted.

SECTION 16.03 SHOPPING CENTER CONDEMNATION

     In the event a portion of the Shopping Center shall be taken, condermned or
transferred as set forth hereinabove and as a result thereof Landlord in its
sole discretion elects to discontinue the operation of the Shopping Center,
Landlord may cancel this Lease by giving Tenant notice of its election and this
Lease shall terminate and shall be null and void ninety (90) days after said
notice, excepting and reserving to the parties any rights or remedies each may

                                       20

<PAGE>

have had against the other which accrued prior to the terminate date, and the
provisions with respect to the awards shall be as set forth hereinabove in
Section 16.01.

                                  ARTICLE XVII
                                DEFAULT BY TENANT

SECTION 17.01 EVENTS OF DEFAULT

     The occurrence of any of the following shall constitute an event of default
hereunder:

     (a) If Tenant fails to pay the minimum rent within ten (10) days of the due
date thereof as provided in Section 2.01 hereof; or

     (b) If Tenant fails to replenish the security deposit, if applicable,
within five (5) days of notice to do so by the Landlord as set forth in Section
4.02 hereof; or

     (c) If Tenant fails to pay its monthly installment of its pro rata share of
the Common Area Expenses as estimated by Landlord as provided in Section 6.04
hereof within ten (10) days of the due date thereof,

     (d) If Tenant shall become or any guarantor of this Lease shall become
bankrupt or insolvent, or a petition is filed by or against Tenant or any
guarantor of Tenant hereunder for Tenant or guarantor's reorganization, or a
petition for the appointment of a receiver or Trustee of Tenant or said
guarantor is filed, or a petition for the assignment by Tenant or Tenant's
guarantor is filed for the benefit of creditors, or a petition is filed for
taking possession of the property of Tenant or Tenant's guarantor hereunder by
any governmental officer or agency pursuant to statutory authority granted
therefor the dissolution or liquidation of Tenant or Tenant's guarantor, or a
petition is filed for the commencement of levy, execution or attachment
proceedings against Tenant or Tenant's guarantor or against a substantial
portion of Tenant or Tenant's guarantor's assets; or proceedings are commenced
for the levy, execution, attachment or other process of law upon or against the
estate created in Tenant under this Lease; or

     (e) If Tenant shall abandon or vacate the Leased Premises during the term
of the Lease; or

     (f) If Tenant fails to perform any other covenant or condition of this
Lease within ten (10) days after written notice from Landlord to Tenant, unless
such failure is of a nature which requires more than ten (10) days to cure, in
which event Tenant's failure to diligently commence and continue to cure such
failure shall constitute an event of default hereunder.

SECTION 17.02 LANDLORD'S REMEDIES

     Upon the occurrence of an event of default hereunder, in addition to all
other rights and remedies available at law or in equity or provided by any
provision of this Lease, Landlord may do any one or more of the following:

     (a) Landlord may terminate the Lease upon seven (7) days written notice to
Tenant and upon the date specified in said notice, this Lease and the term
hereby demised and all rights

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<PAGE>

of Tenant hereunder shall expire and terminate and Tenant shall thereupon quit
and surrender possession of the Leased Premises to Landlord in the condition
elsewhere herein required and Tenant shall remain liable to Landlord as
hereafter provided.

     (b) Without further notice to Tenant, Landlord may enter upon and repossess
the Leased Premises by summary proceedings, ejectment or otherwise and Landlord
may dispossess and remove Tenant and all other persons and property from the
Leased Premises and may have hold and enjoy the Leased Premises and the rents
and profits therefrom.

     (c) Without further notice to Tenant, Landlord may relet the premises or
any part thereof in its own name, if the Lease has not been terminated, as
Tenant's agent, or on its own behalf, if this Lease has been terminated, for
such term or terms (which may be greater or less than the period which would
otherwise have constituted the balance of the term of this Lease) or under such
conditions and with such provisions which may include concessions or free rent)
as Landlord in its sole discretion may determine. And Landlord may, in
connection with any such reletting, cause the Leased Premises to be redecorated,
altered, divided, consolidated with other space or otherwise changed or prepared
for reletting between Landlord and Tenant. It being understood between Landlord
and Tenant that no reletting shall be deemed a surrender and acceptance of the
Leased Premises.

     (d) Without further notice to Tenant, Landlord may apply any security
deposit held by Landlord or any portion of the Common Area Expenses (if
applicable) contributed by Tenant and presently held by Landlord to the expenses
of performing Tenant's obligations as herein provided or the expenses of causing
the compliance with any of the above referenced obligations or the reletting of
the Leased Premises.

     (e) Landlord may cure, but Landlord shall not be obligated to cure on
behalf of Tenant any default hereunder by Tenant, upon seven (7) days notice to
Tenant (except that no notice need be given in case of emergency) and 120% of
the cost of such cure, and any reasonable attorney's fees incurred, shall be
deemed additional rent payable upon demand.

     (f) Landlord may declare to be immediately due and payable upon three (3)
days written notice to Tenant, a sum equal to the balance of the rent and all
other charges due from Tenant under the Lease for the balance of the term of the
Lease (accelerated rent).

     (g) In addition to any applicable lien, none of which are to be deemed
waived by Landlord, Landlord shall have, at all times, and Tenant hereby grants
to Landlord, a valid lien and security interest to secure payment of all rentals
and other sums of money becoming due hereunder from Tenant, and to secure
payment of any damages or loss which Landlord may suffer by reason of the breach
by Tenant of any covenant, agreement or condition contained herein, upon all
goods, wares, equipment, fixtures, furniture, improvements and other personal
property of Tenant presently or which may hereafter be situated on the Premises,
and all proceeds therefrom, and such property shall not be removed therefrom
without the consent of Landlord until all arrearage's in Rent as well as any and
all other sums of money then due to Landlord hereunder shall first have been
paid and discharged and all the covenants, agreements and conditions hereof have
been fully complied with and performed by Tenant. Upon the occurrence of an
event of default by Tenant, Landlord may, in addition to any other remedies

                                       22

<PAGE>

provided herein, peaceably enter upon the Premises and take possession of any
and all goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant situated on the Premises, without liability for
trespass or conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any public sale or of the time after which any private
sale is to be made, at which sale Landlord or its assigns may purchase unless
otherwise prohibited by law. Unless otherwise provided by law, and without
intending to exclude any other manner of giving notice, Landlord shall give
notice of any such sale to Tenant in the manner prescribed in Section 22.12 of
this Lease at least five (5) days before the time of sale. The proceeds from any
such disposition, less any and all expenses connected with the taking of
possession, holding and selling of the property (including reasonable attorneys'
fees and other expenses), shall be applied as a credit against the indebtedness
secured by the security interest herein granted. Any surplus shall be paid to
Tenant or as otherwise required by law; and Tenant shall pay any deficiencies
forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to
Landlord a financing statement in form sufficient to perfect the security
interest of Landlord in the aforementioned property and proceeds thereof under
the provisions of the Uniform Commercial Code in force in the State of
Pennsylvania.

     Landlord shall in no event be responsible or liable for any failure to
relet the Leased Premises or any part thereof, or for any failure to collect any
rent due upon a reletting, nor shall Landlord have any duty to mitigate damages
resulting from a default by Tenant.

     Nothing contained in this Lease shall limit or prejudice the right of
Landlord to prove for and seek to obtain as damages incidental to a termination
of this Lease, in any court proceedings including, without limitation,
bankruptcy or reorganization proceedings, the maximum amount allowed by any
statute or rule of law in effect when such damages are to be proved.

     No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy provided herein or by law,
but each shall be cumulative and in addition to every other right or remedy
given herein or now or hereafter existing at law or in equity or by statute.

     No waiver by Landlord of any breach by Tenant of any of Tenant's
obligations, agreements, or covenants herein shall be a waiver of any subsequent
breach or of any obligation, agreement or covenant; nor shall any forbearance by
Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of
any rights and remedies with respect to such or any subsequent breach.

SECTION 17.03 LEGAL EXPENSES

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

                                       23

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                                  ARTICLE XVIII
                               ACCESS BY LANDLORD

SECTION 18.01 RIGHT OF ENTRY

     Landlord or Landlord's agents shall have the right to enter the Leased
Premises following reasonable prior notice and at any time in case of emergency
to examine the same, and to show them to prospective purchasers or tenants of
the Shopping Center, and to make such repairs, alterations, improvements or
additions as Landlord may deem necessary or desirable, and Landlord shall be
allowed to take all material into and upon said premises that may be required
therefor without the same constituting an eviction of Tenant in whole or in part
and the rent reserved shall not abate while said repairs, alterations,
improvements, or additions are being made, by reason of loss or interruption of
business of Tenant, or otherwise. During the one hundred twenty (120) days prior
to the expiration of the term of this lease or any renewal term, Landlord may
exhibit the premises to prospective tenants or purchasers, and place upon the
premises the usual notices "To Let" or "For Sale" which notices Tenant shall
permit to remain thereon without molestation.

                                  ARTICLE XIX
                                TENANT'S PROPERTY

SECTION 19.01 TAXES ON LEASEHOLD

     Tenants shall be responsible for and shall pay before delinquency all
municipal, county or state taxes assessed during the term of this lease against
any leasehold interest or personal property of any kind, owned by or placed in,
upon or about the Leased Premises by Tenant.

SECTION 19.02 LOSS AND DAMAGE

     Landlord shall not be liable for any damage to property of Tenant or of
others located on the Leased Premises, or for the loss or damage to any property
of Tenant or of others by theft or otherwise. Landlord shall not be liable for
any injury or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain or snow or leaks from any
part of the Leased- Premises or from the pipes, appliances or plumbing works or
from the roof, street or sub-surface or from any other place or by dampness or
by any other cause of whatsoever nature. Landlord shall not be liable for any
such damage caused by other tenants or persons in the Leased Premises, occupants
of adjacent property or the public, or caused by operations in construction of
any private, public or quasi-public work Landlord shall not be liable for any
latent defect in the Leased Premises or in the building of which they form a
part except for a period of one (1) year from the date Tenant takes possession
of the Leased Premises. All property of Tenant kept or stored on the Leased
Premises shall be so kept or stored at the risk of Tenant only and Tenant shall
hold Landlord harmless from any claims arising out of damage to the same,
including subrogation claims by Tenant's insurance carrier, unless such damage
shall be caused by the willful act or gross neglect of Landlord.

                                       24

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SECTION 19.03 NOTICE BY TENANT

     Tenant shall give immediate notice to Landlord in case of fire or accidents
in the Leased Premises or in Shopping Center or of defects therein or in any
fixtures or equipment.

                                   ARTICLE XX
                            HOLDING OVER, SUCCESSORS

SECTION 20.01 HOLDING OVER

     Any holding over after the expiration of the term hereof, with the consent
of the Landlord, shall be construed to be a tenancy from month to month at twice
the rents herein specified (prorated on a monthly basis) and shall otherwise be
on the same terms and conditions herein specified, so far as applicable.

SECTION 20.02 SUCCESSORS

     All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several respective heirs, executors,
administrators, successors and assigns of the said parties and, if there shall
be more than one tenant, they shall all be bound jointly and severally by the
terms, covenants and agreements herein. No rights, however, shall inure to the
benefit of any assignee of Tenant unless the assignment to such assignee has
been approved by Landlord in writing as provided for under Section 12.01 hereof.

                                   ARTICLE XXI
                                 QUIET ENJOYMENT

SECTION 21.01 LANDLORD'S COVENANT

     Upon payment by the Tenant of the rents herein provided, and upon the
observance and performance of all the covenants, terms and conditions on
Tenant's part be observed and performed, Tenant shall peaceably and quietly hold
and enjoy the Leased Premises for the term hereby demised without hindrance or
interruption by Landlord or any other person or persons lawfully or equitable
claiming by, through or under the Landlord, subject, nevertheless, to the terms
and conditions of this Lease.

                                  ARTICLE XXII
                                  MISCELLANEOUS

SECTION 22.01 ACCORD AND SATISFACTION

     No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, or shall any endorsement or statement on any check
or any letter accompanying any check or payment as 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 pursue any other remedy
in this lease period.

                                       25

<PAGE>

SECTION 22.02 BROKER'S COMMISSION

     Each of the parties represents and warrants that there are no claims for
brokerage commissions or finders fees in connection with the execution of this
lease, except as listed below, and each of the parties agrees to indemnify the
other against and hold the other harmless from, all liabilities arising from any
such claim (including without limitation, the cost of attorney's fees in
connection therewith) except as follows: NONE

SECTION 22.03 CAPTIONS AND SECTION NUMBERS

     The captions, section numbers, article numbers and index appearing in this
lease are inserted only as a matter of convenience and in no way define, limit,
construe or describe the scope or intent of such sections or articles or this
lease or in any way affect this lease.

SECTION 22.04 CHOICE OF LAW

     (Intentionally Omitted)

SECTION 22.05 ENTIRE AGREEMENT

     This lease, the Exhibits and Rider, if any, attached hereto and forming a
part hereof, set forth all the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the leased premises and
there are no covenants, promises, agreements, conditions or understandings
either oral or written, between them other than as herein set forth. Except as
herein otherwise provided, no subsequent alteration, amendment, change or
addition to this lease shall be binding upon Landlord or Tenant unless reduced
to writing and signed by them.

SECTION 22.06 EXONERATION

     It is covenanted and agreed that no personal liability or responsibility is
assumed by nor shall at any time be asserted or enforced against Landlord or any
partner, affiliate, parent corporation, officer, director or shareholder
thereof, or the successors or assigns of the foregoing or any lender having a
Deed of Trust or mortgage on the premises, on account of any covenant,
undertaking or agreement in this Lease contained, all such personal liability
and responsibility, if any, being expressly waived and released, it being
understood that Tenant shall look solely to the equity of the Landlord in the
Leased Premises for satisfaction of any proven damage of Tenant in the event of
a breach by Landlord hereunder.

SECTION 22.07 FORCE MAJEURE

     In the event that either party hereto shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of
strikes, lock-outs, labor trouble, inability to procure materials, If Tenant
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then performance of such act shall be excused for the period of the delay and
the period for the performance of any such act shall be extended for a period
equivalent to the period of such delay. The provisions of this

                                       26

<PAGE>

Section 24.05 shall not operate to excuse Tenant from prompt payment of rent;
additional rent or any other payments required by the terms of this Lease.

SECTION 22.08 JOINT AND SEVERAL LIABILITY

     If more than one natural person or entity shall constitute Tenant, then the
liability of each such person or entity shall be joint and several. if Tenant is
a general partnership or other entity the partners or member of which are
subject to personal liability of each such partner or member shall be joint and
several.

SECTION 22.09 MERCHANTS' ASSOCIATION

     Tenant hereby agrees to join the Merchants' Association or its successor,
and further agrees to be bound by the by-laws, rules and regulations of the
Merchants' Association including but not limited to the payment of membership
dues as set forth from time to time by the Merchants' Association.

SECTION 22.10 NO OPTION

     The submission of this lease for examination does not constitute a
reservation of or option for the Leased Premises and this lease becomes
effective as a lease only upon execution and delivery thereof by Landlord and
Tenant.

SECTION 22.11 NO PARTNERSHIP

     Landlord does not, in any way or for any purpose, become a partner of
Tenant in the conduct of its business, or otherwise, or joint adventurer or a
member of a joint enterprise with Tenant.

SECTION 22.12 NOTICES

     Any notice, demand, request or other instrument which may be or are
required to be given under this lease shall be delivered in person or sent by
United States certified mail postage prepaid and shall be addressed (a) if to
Landlord at the address first hereinabove given or at such other address as
Landlord may designate by written notice and (b) if to Tenant to 500 York Road,
Towson, MD 21204 or at such other address as Tenant shall designate by written
notice and shall be effective as of the actual delivery or the first business
day following the proper posting.

SECTION 22.13 PARTIAL INVALIDITY

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

                                       27

<PAGE>

SECTION 22.14 RECORDING

     Tenant shall not record this lease without the written consent or Landlord;
however, upon the request of either party hereto the other party shall join in
the execution of a memorandum or so-called "short form" of this lease for the
purposes of recordation. Said memorandum or short form of this lease shall
describe the parties, the Leased Premises and the term of this lease and shall
incorporate this lease by reference. The party requesting or requiring
recordation shall pay all costs associated therewith.

SECTION 22.15 RELOCATION PROVISION

     Landlord retains the right to relocate Tenant within the Shopping Center.
Landlord shall be responsible for the reasonable expenses of the physical move
of Tenant to space of comparable size and decor under the same terms and
conditions herein stipulated.

SECTION 22.16 TENANT DEFINED, USE OF PRONOUN

     The word "Tenant" shall be deemed and taken to mean each and every person
or party mentioned as a Tenant herein and, if there shall be more than one
Tenant, any notice required or permitted by the terms of this lease may be given
by or to any one thereof, and shall have the same force and effects as if given
by or to all thereof. The use of the neuter singular pronoun to refer to
Landlord or Tenant shall be deemed a proper reference even though Landlord or
Tenant may be an individual, a partnership, a corporation, or a group of two or
more individuals or corporations. The necessary grammatical changes required to
make the provisions of this lease apply in the plural sense where there is more
than one Landlord or Tenant and to either corporations, associations,
partnerships or individuals, males or females, shall in all instances be assumed
as though in each case fully expressed.

SECTION 22.17 WAIVER

     The waiver by Landlord of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this lease, other than the failure of Tenant
to pay the particular rental so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent. No covenant, term
or conditions of this lease shall be deemed to have been waived by Landlord,
unless such waiver be in writing by Landlord.

SECTION 22.18 WAIVER OF TRIAL BY JURY

     It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury (unless
such waiver would preclude a right to counterclaim) in any action, proceeding or
counterclaim brought by either of the parties hereto against the other (except
for personal injury or property damages) 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 any emergency statutory
or any other statutory

                                       28

<PAGE>

remedy. It is further mutually agreed that in the event Landlord commences any
summary proceedings for non-payment of Rent or other sums due hereunder, Tenant
will not interpose any counterclaim of whatever nature or description in any
such proceeding.

SECTION 22.19 LEASE DOCUMENT

     This lease shall consist of this Lease Agreement; and

     l.   Acknowledgements; and
     2.   Rules and Regulations of the Shopping Center; and
     3.   Sign Criteria; and
     4.   "Exhibit A" - Legal Description of Shopping Center; and
     5.   "Exhibit B" - Plot Plan of Shopping Center indicating "Leased
          Premises".

     In witness whereof, Landlord and Tenant have signed and sealed this Lease
on the day and year first above written.

ATTEST:                                        LANDLORD

                                               HIGHLANDTOWN VILLAGE
                                               SHOPPING CENTER, INC.


---------------------------------------        ---------------------------------
William C. Hamm, Jr., Secretary                Robert A. Ferree, President


WITNESS                                        TENANT

                                               AmericasBank


/s/ Steven Hudson                              /s/ Richard J. Hunt
---------------------------------------        ---------------------------------
Chief Financial Officer                        Richard J. Hunt, Jr., President

                                       29

<PAGE>

                                ACKNOWLEDGEMENTS

Corporate

     STATE OF PENNSYLVANIA        :
                                  : SS
     COUNTY OF ALLEGHENY          :

     BEFORE ME, the undersigned authority, on this          day of       , 2000,
                                                   --------        ------
personally appeared Robert A. Ferree and William C. Hamm, Jr. known to me to be
the President and Secretary respectively of Highlandtown Village Shopping
Center, Inc., being by me duly sworn, did depose and say that they reside in
Butler County; they are the President and Secretary, respectively, of
Highlandtown Village Shopping Center, Inc., the corporation described in and
which executed the foregoing instrument; they know the seal of said corporation;
that on behalf of said corporation and by order of its board of directors, they
signed, sealed and delivered said instrument for the uses and purposes therein
set forth, as its free and voluntary act, and that they signed their names
thereto be like order.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


----------------------------------
Notary Public

My Commission Expires:


----------------------------------

                                       30

<PAGE>

                                 ACKNOWLEDGEMENT

Corporate

     STATE OF MARYLAND   :
                         : SS
     COUNTY OF BALTIMORE :

     BEFORE ME, the undersigned authority, on this 6th day of June, 2000,
personally appeared Richard J. Hunt, Jr. and Steven Hudson known to me to be the
President and CFO of AmericasBank who, being by me duly sworn, did depose and
say that they reside in Baltimore and Howard County respectively; they are the
President and Secretary, respectively, of AmericasBank, the corporation
described in and which executed the foregoing instrument; they know the seal of
said corporation; that on behalf of said corporation and by order of its board
of directors, they signed, sealed and delivered said instrument for the uses and
purposes therein set forth, as its and their free and voluntary act, and that
they signed their names thereto be like order.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


/s/ Patricia D'Alessandro
----------------------------------
Notary Public

My Commission Expires:

May 1, 2004

                                       31

<PAGE>

                              RULES AND REGULATIONS

Tenant agrees as follows:

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

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

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

     (4) No radio or television or other similar device shall be installed
without first obtaining in each instance Landlord's consent writing. No aerial
shall be erected on the roof or exterior walls of the premises, or on the
grounds, without in each instance, the written consent of Landlord. Any aerial
so installed without such written consent shall be subject to removal without
notice at any time.

     (5) No loudspeakers, television, phonographs, radios or other devices shall
be used in a manner so as to be heard or seen outside of the premises without
the prior written consent of Landlord.

     (6) If the Leased Premises are equipped with heating facilities separate
from those in the remainder of the Shopping Center, Tenant shall keep the Leased
Premises at a temperature sufficiently high to prevent freezing of water in
pipes and fixtures.

     (7) The outside areas immediately adjoining the premises shall be kept
clean and free from snow, ice, dirt and rubbish by Tenant to the satisfaction of
Landlord, and Tenant shall not place or permit any obstructions or merchandise
in such area.

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

     (9) The plumbing facilities shall not be used for any other purpose than
that for which they are constructed and no foreign substance of any kind shall
be thrown therein. The expense

                                       32

<PAGE>

of any breakage, stoppage, or damage resulting from a violation of this
provision shall be borne by Tenant for itself and its employees, agents, or
invitee who caused it.

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

     (11) Tenant shall not burn any trash or garbage of any kind in or about the
Leased Premises or the Shopping Center.

     (l2) Tenant shall install and maintain, at its own cost and expense, as
many fire extinguishers mounted with the top and not more than five (5) feet
from the floor as shall be required by the Landlord, any municipality or any
insurance rating bureau.

                                       33

<PAGE>

                          SHOPPING CENTER SIGN CRITERIA

Tenant will use individual illuminated letters for its storefront exterior sign.
The size and placement of the same letters shall be approved by Landlord in
writing following submission by Tenant of sign drawings and placement
specifications specifying the size and location thereof prior to the
commencement of any work for the installation of the same.

Tenant will be responsible for submitting sign drawings to Landlord for
Landlord's approval, for purchasing said sign and for the installation thereof
in compliance with placement specifications therefor which have been approved by
Landlord.

                                       34

<PAGE>

                                                                       EXHIBIT A

                                LEGAL DESCRIPTION

All that tract or parcel of land lying and situate in the City of Baltimore,
Maryland and more particularly described as follows, to wit:

Beginning for the same at a point, said point being at the east side of Eaton
Street, sixty feet wide (60'), and at the south side of East Baltimore Street,
seventy feet wide (70'), thence binding the outline of a plat entitled
"Subdivision Plan, Lands To Be Acquired By T.S.P. Corporation", which plat is
recorded among the Land Records of Baltimore City in Plat Record S.E.B. No.
3094, the eight following courses and distances, viz:

     1.   N.87(degree)06'02"E. - 434.83 feet,

     2.   by an arc curving to the left with radius of 300.00 feet the distance
          of 209.50 feet, said arc subtended by chord bearing
          S.48(degree)37'59"E. - 205.27 feet,

     3.   N.88(degree)52'38"E. - 12.96 feet,

     4.   S.00(degree)40'23"E. - 75.00 feet,

     5.   by an arc curving to the right with radius of 312.00 feet the distance
          of 48.33 feet, said arc subtended by chord bearing S
          68(degree)54'53"E. - 48.28 feet,

     6.   S.02(degree)53'58"E. - 117.98 feet,

     7.   S.87(degree)06'02"W. - 635.98 feet, and

     8.   N.02(degree)53'58"W. - 356.23 feet to the point or place of beginning.

Containing 4.6408 acres of land more or less.