Exhibit 10.18  GROUND LEASE  BETWEEN  HICKORY CROSSING, LLC
as Landlord  and  CARROLLTON BANK
as Tenant  Date: November 4, 2003  Property:  Hickory Crossing
Harford County, Maryland


Table
of Contents  Page1.
  Definitions
  
  12.
  Preconditions to Tenants Lease Obligations
  
  43.
  Lease Term
  
  64.
  Landlords Construction and Other Site Obligations
  
  75.
  Tenants Construction Obligations
  
  76.
  Use of Property
  
  87.
  Limitation on Multiple Banking Uses
  
  98.
  Rent
  
  109.
  Common Elements Operating Costs
  
  1010.
  Taxes and Assessments
  
  1111.
  Utilities
  
  1212.
  Maintenance
  
  1313.
  Alterations
  
  1314.
  Trade Fixtures
  
  1315.
  Signs
  
  1316.
  Landlords Access
  
  1417.
  Rules and Regulations
  
  1418.
  Indemnification
  
  1519.
  Insurance and Casualty
  
  1620.
  Eminent Domain
  
  1821.
  Assignment and Subletting
  
  1922.
  Mechanics Liens and Other Liens
  
  2123.
  Quiet Enjoyment
  
  2224.
  Landlords Right to Mortgage; Attornment
  
  2225.
  Estoppel Certificates
  
  2226.
  Acts of Other Tenants
  
  2327.
  Environmental Matters
  
  2328.
  Defaults and Remedies
  
  2429.
  Bankruptcy or Insolvency
  
  2630.
  Miscellaneous Provisions
  
  26


GROUND LEASE  THIS
LEASE (theLease),dated 11/4/, 2003, is made and entered into by and between
HICKORY CROSSING, LLC, a Maryland limited liability company (theLandlord)having an office at 14 Back
River Neck Road, Baltimore, Maryland 21221, and CARROLLTON BANK, a Maryland
state chartered commercial bank (theTenant)having an
office at 344 North Charles Street, Suite 300, Baltimore, Maryland
21201-4301  INTRODUCTORY STATEMENT  Landlord
is the owner of certain unimproved real property containing approximately 4.554
+/- acres, located in Hickory, Harford County, Maryland, which is identified as
Lots 3, 5, 6 and 7, and outlined in green (theCommercial Center)on the Revised
Final Plat, Division of Lot 3  Formerly the Land of A-Blair Syndicate, dated March 7,
2003, (the Plat) as prepared by Frederick Ward & Associates(Landlords Engineer),which Plat is attached
hereto asExhibit Aand incorporated herein by
reference. Also attached hereto asExhibit A-1is the
Conceptual Development Plan for the Property (theConceptual Development Plan),prepared by Landlords
Engineer.  Landlord
desires to lease to Tenant and Tenant desires to rent from Landlord a portion
of the Commercial Center identified as Lot 3 on the Plat, containing
approximately 38,515 +/- square feet of land area and approximately .82 +/-
acres as outlined in red on the Plat (theProperty)subject to and in accordance with the terms and conditions hereinafter
set forth.  NOW,
THEREFORE, for good and valuable consideration, Landlord leases to Tenant and
Tenant rents from Landlord the Property; together with the right to use the
Common Elements (as hereinafter defined) in common with others during the Term
(as hereinafter defined) of this Lease, and any renewal or extension thereof.
This Lease is made upon the following terms and conditions:  1.Definitions.As used in this Lease, the following terms are
defined as follows:  1.1.Additional Rentsee Section 8.2.  1.2.Annual Rent  Applicable Portion of Term
  
  
  
  Monthly
  InstallmentBeginning
  
  Ending
  
  Annual Rent
  
  (Annual ÷ 12)Rent Commencement Date (RCD)
  
  5thanniversary of RCD
  
  $
  95,000.00
  
  $
  7,916.675thanniversary of RCD
  
  10thanniversary of RCD
  
  $
  104,500.00
  
  $
  8,708.3310thanniversary of RCD
  
  15thanniversary ofRCD
  
  $
  114,950.00
  
  $
  9,579.1715thanniversary of RCD
  
  20thanniversary of RCD
  
  $
  126,445.00
  
  $
  10,537.08First Extension Term, if
  exercised
  
  
  
  $
  139,089.50
  
  $
  11,590.79Second Extension Term, if
  exercised
  
  
  
  $
  152,998.45
  
  $
  12,749.87Third Extension Term, if exercised
  
  
  
  $
  168,298.30
  
  $
  14,024.86Fourth Extension Term, if
  exercised
  
  
  
  $
  185,128.13
  
  $
  15,427.34


1.3.Buildingrefers to the one-storymasonry building of
approximately 3,100 +/- square feet to be constructed by Tenant at its cost on theProperty,
together with all
alterations, additions, improvements, repairs, restorations and
replacements thereof.  1.4.Commencement Date-the date of
execution of this Lease by Landlord and Tenant.  1.5.Common ElementsThe two (2) pylon signs
(and the land immediately surrounding the same) to be provided and maintained
by Landlord for the benefit of the Commercial Center.  1.6.Common Elements Operating CostsSee Section 9.2.  1.7.Environmental Lawsall applicable federal, state, or local law,ordinance, or
regulation, as may be amended from time to time, including, but not limited to
the Resource Conservation and Recovery Act, the Toxic Substances Control Act,
the Comprehensive Environmental Response, Compensation and Liability Act, the
Clean Air Act, and the Clean Water Act that regulate any hazardous or toxic
substance, material, or waste and amendments thereto.  1.8.Extension TermSeeSection 3.2.  1.9.Hazardous Materialsany hazardous or toxic substance, material, orwaste,
including, but not limited to, those substances, materials, and wastes listed
in the United States Department of Transportation Hazardous Materials Table (49
CFR 172.101) or by the Environmental Protection Agency as hazardous substances
(40 CFR Part 302) and amendments thereto, or such substances, materials
and wastes regulated under any Environmental Laws.  1.10.Initial TermSee Section 3.1.  1.11.Landlords Delivery Date-the date on which Landlord
delivers the Property to Tenant following substantial completion of Landlords
Land Site Improvements. Landlords Engineer shall notify Tenant of such date in
writing and such notification shall be conclusive in the absence of bad faith
or fraud.  1.12.Landlords Land Site Improvements-those improvements, more
particularly described in Exhibit B attached hereto and
incorporated herein by reference, to be constructed by Landlord on or adjacent
to the Property in accordance with the terms and conditions of this Lease.  2


1.13.Landlords Notice Addressthe following address for
notices or such other address as Landlord may designate in writing from time to
time:  Hickory Crossing, LLC c/o
Kirk A. Salvo, Manager 14
Back River Neck Road Baltimore,
Maryland 21221  With a Copy to:  David H. Cole, Esquire Law Office of Curtis C.
Coon, LLC 305
West Chesapeake Avenue  Suite 105 Towson,
Maryland 21204  1.14.Landlords Payment Addressthe following address for
rent payments or such other address as Landlord may designate in writing from
time to time:  Hickory
Crossing, LLC 14
Back River Neck Road Baltimore, Maryland 21221  1.15.Landlords Property Site Improvementsthe common pylon signs now
or hereafter provided or constructed by Landlord that serve the Commercial
Center.  1.16.Market Areathe greater Harford County,
Maryland area.  1.17.Permitted Useany lawful purpose subject
to applicable zoning laws, provided, however, that in no event will Tenant, its
successors, affiliates and assigns be permitted to use all or any portion of
the Property for any of the following uses: (a) convenience store,
delicatessen, dairy store, coffee shop, or coffee bar, bagel store, bakery,
sandwich store selling cold sandwiches (such as a Subway), donut or similar
shop, or a retail gasoline dispensing facility; (b) the sale of auto
parts, auto accessories and/or auto supplies; (c) a drug store or business
which sells or dispenses prescription drugs or for any collateral use (e.g.
parking, drainage, or service drives) in support of a drug store or a business
which serves or dispenses prescription drugs; (d) any use that is
prohibited by a restrictive covenant (now or hereafter existing) contained in a
separate lease or signed letter of intent for all or any portion of the
Commercial Center between Landlord and another tenant, or prospective tenant,
as the case may be; and (e) any other then existing uses by other tenants,
sublessees, licensees or occupants within the Commercial Center. In no event
shall Tenant be precluded from using the Property for all banking, residential
mortgage lending and related regulatorily approved financial services
permissible for banks and bank-affiliated companies; provided, however, that
such related financial services do not violate any of the prohibited uses set
forth in sections (a)-(e). If both Tenant and Landlord wish to provide a
competing regulatorily approved related financial service, then the person
first providing such service within the Commercial Center shall be entitled to
exclusively provide such service within the Commercial Center.  3


1.18.Regulatory Approval-the regulatory approval that
Tenant is required to obtain from all applicable Federal and State of Maryland
regulatory bodies in order to operate a branch bank office at the Property.  1.19.Rent Commencement Date-the earlierto occur of  a)The later of:  1)One Hundred
Twenty (120) days after Commencement Date; or  2)One Hundred
Twenty (120) days after Landlords Delivery Date; and  b)The date Tenant opens for business to the public at the Property.  1.20.Tenant Improvementsinclude the Building, sidewalks
and curbs, building lighting fixtures and conduits, utility connections
(including, without limitation, cable connections), paved parking and
driveways, road gutters and landscaping on the Property, and all other
improvements necessary for Tenants use of the Property (other than Landlords
Land Site Improvements and Landlords Property Site Improvements) now or
hereafter constructed on the Property by Tenant in the approximate location
shown on Exhibit A-1.  1.21.Tenants Notice Addressthe following address for
notices or such other address as Tenant may designate in writing from time to
time:  Carrollton Bank 344
North Charles Street  Suite 300 Baltimore,
Maryland 21201-4301 Attention:
Robert A. Altieri, President  With a copy to:  William
C. Rogers, Jr., Esquire Rogers,
Moore & Rogers 6 South Calvert Street Baltimore, Maryland 21202  1.22.Term-the Initial Term or the
applicable Extension Term, whichever is then in effect.  2.Preconditions to Tenants Lease Obligations.  2.1.Tenants obligations
under this Lease shall be conditioned upon the following:  4


(a)Tenant may, but shall not be obligated to, have a title report prepared
for the Property. If such title report indicates that Landlord is unable to
convey a leasehold interest in the Property reasonably acceptable to Tenant,
Tenant may terminate this Lease upon written notice to Landlord within one
hundred twenty (120) days after the Commencement Date. If Tenant does not elect
to terminate this Lease upon written notice to Landlord within such one hundred
twenty (120) day period, this precondition will be deemed waived.  (b)Tenant may, but shall not be obligated to, have a survey of the Property
prepared at Tenants sole cost and expense by a surveyor of Tenants choice
within one hundred twenty (120) days after the Commencement Date. If such
survey shows encroachments onto or from the Property, violations or
restrictions of record, boundary line conflicts, or other information that
Tenant reasonably finds objectionable, then Tenant may terminate this upon
giving written notice to Landlord within one hundred twenty (120) days after
the Commencement Date. If Tenant does not elect to terminate this Lease upon
written notice to Landlord within such one hundred twenty (120) day period,
this precondition shall be deemed waived.  (c)Tenant may, but shall not be obligated to, commission an environmental
assessment of the Property, which assessment shall be completed within one
hundred twenty (120) days after the Commencement Date. If the assessment
indicates the presence of any Hazardous Materials or if the assessment
indicates that further assessment is reasonably warranted due to the possible
presence of Hazardous Materials, Tenant may terminate this Lease upon giving
written notice to Landlord within one hundred twenty (120) days after the
Commencement Date. If Tenant does not elect to terminate this Lease upon
written notice to Landlord within such one hundred twenty (120) day period,
this precondition shall be deemed waived.  (d)Tenant may, but shall not be obligated to, have soil borings prepared
for the Property within one hundred twenty (120) days after the Commencement
Date. If such soil borings indicate that Tenant is unable to construct and use
the Tenant Improvements on the Land as intended to be designed by Tenant and
the Tenant Improvements cannot be redesigned to Tenants satisfaction to
accommodate the soil conditions, Tenant may terminate this Lease upon written
notice to Landlord within one hundred twenty (120) days after the Commencement
Date. If Tenant does not elect to terminate this Lease upon written notice to
Landlord within such one hundred twenty (120) day period, this precondition
shall be deemed waived.  (e)Tenant, at its sole cost and expense, shall file for and thereafter diligently
pursue Regulatory Approval, provided, however, that Regulatory Approval shall
be given, if at all, within one hundred twenty (120) days after the
Commencement Date. Tenant shall notify Landlord in writing (the Regulatory
Approval Notice) promptly after Tenant receives Regulatory Approval. If
Regulatory Approval is denied, this Lease shall be of no further force and
effect, and neither party shall have any further rights or obligations hereunder.
The foregoing notwithstanding, if Tenant has not received Regulatory Approval
within one  5


hundred
(120) days following the Commencement Date, this Lease will be deemed
terminated unless the parties otherwise agree.  2.2.Tenant is
hereby granted the right and privilege to enter upon the Property and to perform
such tests and take such samples and measurements as required to satisfy the
conditions precedent set forth in this Section 2; provided thatTenant shall restore the
Property to its condition prior to Tenants entry thereon; and provided further thatTenant shall
indemnify and hold Landlord harmless for any claim of loss or damage arising
out of Tenants entry onto the Property. Tenants obligations hereunder will
survive termination of this Lease. Tenants entry upon the Property under this Section 2.2
shall not be deemed possession by the Tenant.  2.3.If Tenant gives
written termination notice to Landlord in a timely manner because of any
item not acceptable to it under Section 2.1 above, this Lease shall be of
no further force or effect, and neither party shall have any further rights or
obligations hereunder except those rights or obligations that expressly survive
termination of this Lease.  3.Lease Term.  3.1.Initial
Lease Term.The initial term (theInitial Term)of this Lease shall commence on the Commencement Date and
shall expire at the end of the month that is twenty (20) years after the Rent
Commencement Date unless sooner terminated in accordance with the provisions
hereof. After the Rent Commencement Date and upon Landlords request, Tenant
shall promptly enter into a written agreement with Landlord, mutually
acceptable and in recordable form, stipulating the Commencement Date, the Rent
Commencement Date, and expiration date of the Initial Term.  3.2.Extensions.Provided Tenant is not then in monetary or material non-monetary default
of this Lease beyond any applicable cure period, Tenant may extend this Lease
for four (4) additional periods of five (5) years each (each anExtension
Term)on the same terms and conditions as provided in this Lease, by
delivering written notice of the exercise thereof to Landlord not later than
six (6) months before the expiration of the then current Term. On or
before the commencement date of the Renewal Term in question, at either partys
request, Landlord and Tenant shall execute an amendment to this Lease
confirming the Extension Term on the same terms and conditions as provided in
this Lease, except as follows:  (a)After the last
scheduled Extension Term hereunder, Tenant shall have no further extension
options unless expressly granted by Landlord in writing; and  (b)Landlord shall
lease to Tenant the Property in its then-current condition.  Tenants rights under this Section 3.2
shall terminate if (i) this Lease or Tenants right to possession of the
Property is terminated, or (ii) Tenant fails to timely exercise its option
under this Section 3.2, time being of the essence with respect to Tenants
exercise thereof.  6


3.3Any holding over by Tenant after the expiration of the Initial Term or Extension
Term, as applicable, without the consent of Landlord, shall be construed to be
a tenancy from month-to-month at one and one-half (1.5) times the Annual Rent
herein specified pro-rated on a monthly basis, and shall otherwise be on the
terms and conditions herein specified, so far as applicable.  4.Landlords Construction and Other Site Obligations.  4.1.Landlord has subjected its interest in the Property to the Declaration
of Covenants, Conditions and Restrictions (substantially in the form attached
hereto as Exhibit C, theDeclaration).The parties acknowledge and
agree that this Lease is subject to the terms, provisions and conditions of the
Declaration, as amended. Provided Tenant is not in default of any of its
monetary or non-monetary obligations beyond any applicable cure period,
Landlord shall not modify or amend the Declaration so as to limit Tenants
material rights or increase any of Tenants material obligations without the
Tenants consent during the Term, which consent shall not be unreasonably
withheld or delayed.  4.2.The Final Development Plan to be attached as Exhibit A-2,
depicts the site improvements to be constructed by both Landlord and Tenant.
Landlord shall make application to the appropriate governmental agencies,
quasi-governmental agencies and utility companies for site plan approval and
all other permits and approvals necessary to commence construction of Landlords
Property Site Improvements and Landlords Land Site Improvements. Landlord
shall use commercially reasonable efforts to obtain such permits, and to
substantially complete the construction of Landlords Land Site Improvements
within one (1) year following the Commencement Date.  4.3.Substantial Completion.For all purposes of this Lease, the phrasesubstantial
completion of Landlords Land Site Improvementsshall be deemed to have occurred when Landlords Engineer furnishes a
certificate to Landlord and Tenant certifying that the Landlords Land Site
Improvements are sufficiently complete to enable Tenant to commence
construction of Tenant Improvements, which certification shall be conclusive,
in the absence of bad faith or fraud.  4.4.Termination.If Landlords Delivery Date does not occur on or before one (1) year
following the Commencement Date, the date may be extended upon written notice
by Landlord up to one hundred eighty (180) days, for any delays caused by force
majeure (as defined herein). If Landlords Delivery Date does not occur within
such time period (as may be extended), Tenant shall have the right to terminate
this Lease by notice to Landlord sent any time before Landlords Delivery Date
(as may be extended) occurs. In such event, neither party shall have any
further rights or obligations hereunder except for those obligations that
expressly survive termination.  5.Tenants Construction Obligations.  5.1.General.Tenant shall construct or cause to be constructed at Tenantssole cost and
expense the Tenant Improvements in a good and workmanlike manner. All  7


construction
by Tenant shall be done pursuant to plans and specifications therefor prepared
by a licensed architect or engineer. All such plans and specifications for the
Tenant Improvements shall be subject to Landlords prior written approval,
which approval shall not be unreasonably withheld or delayed. The foregoing
notwithstanding, Landlords approval will not be required for changes in the
construction Plans by Tenant, the estimated cost of which does not exceed
Twenty-Five Thousand ($25,000.00) Dollars. Tenant shall perform its work
without interfering with other construction on the Property or within the
Commercial Center and shall cooperate with the contractors of Landlord and
other tenants within the Commercial Center. Tenant shall bear all risk of
theft, loss or damage to its personal property, including building materials
stored on the Property or incorporated into the Tenant Improvements, from
whatsoever cause, unless such loss or damage is due to the negligence or
willful misconduct of Landlord.  5.2.Timing.Within ninety (90) days after the Commencement Date, Tenant shall
prepare, or cause to be prepared, complete plans and specifications for the
Tenant Improvements (thePlans)and shall
submit the same to Landlord for Landlords approval, which approval shall not
be unreasonably withheld or delayed. If Landlord objects to Tenants Plans,
Tenant shall revise the Plans in an effort to respond to Landlords objections
and resubmit the Plans within twenty (20) calendar days thereafter. If Landlord
does not respond or object within ten (10) days after Tenants initial
submission of the Plans or within five (5) Business Days after Tenants
resubmission of the Plans, the Plans will be deemed approved. Within ten (10) days
after (i) the Plans for the Tenant Improvements having been approved or
deemed approved, Tenant shall make application to the applicable jurisdiction
for a building permit (theTenants Building Permit)and to all other appropriate
governmental agencies, quasi-governmental agencies and utility companies for
all permits and approval necessary to construct the Tenant Improvements. Tenant
shall substantially complete construction of the Tenant Improvements within one
hundred twenty (120) days after Landlords Delivery Date. As used herein, the
phrasesubstantial
completion of the Tenant Improvementsshall mean that construction of the Tenant
Improvements is sufficiently complete to permit Tenant to occupy and use the
Property for Tenants business operations notwithstanding the existence of
certain minor items that are incomplete or unfinished (i.e.,punch list items).Tenant hereby grants
Landlord permission to assist Tenant with regard to the processing of Tenants
applications for the Tenants Building Permit and all other permits or
approvals, except the Regulatory Approval, which shall be the sole
responsibility of Tenant.  6.Use of Property.  6.1.Landlord
covenants as follows:  (a)public water
(excluding Tenants water meter), electric power, and sewer service
exist or will be stubbed by Landlord to a central point located along Hoagie
Drive, contiguous to the Property;  (b)appropriate
storm water management serves or will serve the Property and adequately sized storm drain
pipe will be provided to the lease line of the Property to satisfy Tenants
storm water management and drainage requirements;  8


(c)the Property is
zoned as B-3 and a branch bank with drive-in facilities is a permitted use in
this zoning classification;  (d)Landlord has
not acquired or received any information that would raise reasonable doubt
about the right of Tenant to use the Property for a branch bank including a
drive-in facility; and  (e)Landlord has
not and will not take any action to request a change in the zoning of the
Property that would preclude the use of the Property for a branch bank
including a drive-in facility.  6.2.Tenant may initially use the Property for the Permitted Use.  6.3.Tenant shall promptly comply with all laws, rules, regulations,requirements,
notices of governmental bodies and public authorities and the reasonable
recommendations of the local board of fire underwriters rating bureau or other
fire insurance rating organization for the Market Area and of the Landlords
insurers, pertaining to the Property, the improvements thereon or their use,
occupancy or maintenance. Landlord shall promptly comply with all laws, rules,
regulations, requirements, notices of governmental bodies and public
authorities and the reasonable recommendation of the local board of fire
underwriters rating bureau, or other fire insurance rating organization for the
Market Area pertaining to the Common Elements.  6.4.Tenant will comply with all provisions of the Americans With
DisabilitiesAct (the ADA) with
respect to the Property, and Landlord shall comply with all provisions of the
ADA, if any, with respect to the Common Elements.  7.Limitation on Multiple Banking Uses.  7.1.Except as otherwise specifically set forth in this Lease, from and
after thedate of this Lease and for so long thereafter as
Tenant is not in default beyond any applicable cure period hereunder, Landlord
shall not lease or sell space in the Commercial Center to another commercial
bank, savings bank, savings and loan association, credit union, residential
mortgage operation, or regulatorily approved related financial service (theUse Restriction);provided,
however, thatif Tenant ceases to use the entire Property,
excluding any expressly permitted license or sublease of a portion thereof, for
a period in excess of six (6) consecutive months (not including time used for
repairing a casualty) for commercial banking, residential mortgage lending and
regulatorily approved related financial services permissible for banks and
bank- affiliated companies, the Use Restriction shall terminate. The Use
Restriction shall not include automated teller machines installed in the
interior of other buildings of the Commercial Center by other owners or tenants
of such buildings.  7.2.Landlord and Tenant agree that in the event Landlord violates theforegoing Use
Restriction, Tenants remedies shall include injunctive relief and/or actual
damages and any other remedy available to it at law or in equity. The foregoing
notwithstanding, in no event shall Tenant be entitled to consequential or
punitive damages.  9


8.Rent.  8.1.Commencing on
the Rent Commencement Date and continuing throughout the Initial Term, Tenant
shall pay Annual Rent in equal monthly installments, in advance, on the first
day of each calendar month. If the Rent Commencement Date falls on a day other than
the first day of a calendar month, then the Annual Rent for any fractional
month during the Term shall be apportioned on a daily basis based upon a thirty
(30) day month.  8.2.Whenever under the terms of this Lease any sum of money is required tobe paid by
Tenant in addition to the Annual Rent herein reserved, said sum shall be deemed
to be additional rent(Additional Rent)and collectible as rent whether or not so
designated. All Annual Rent and Additional Rent shall be paid without prior
demand, except as provided otherwise by the terms of this Lease, and without
any setoff, abatement or deduction of any nature whatsoever. Any payment by
Tenant of a lesser amount of Annual Rent or Additional Rent than is then due
shall be applied to such category of arrearage as Landlord may designate
irrespective of any contrary designation by Tenant and to the oldest, most
recent or other portion of the sum due as the Landlord may determine; and
Landlords acceptance of any such partial payment shall not be deemed an accord
and satisfaction, and shall be without prejudice to Landlords right to pursue
any other remedies.  8.3.All rent under this Lease shall be paid to Landlord at Landlords
PaymentAddress.  9.Common Elements Operating Costs.  9.1.Tenant shall pay to Landlord Tenants proportionate share of the actualCommon Elements Operating Costs during the Term in accordance with this
Section 9.  9.2.The termCommon
Elements Operating Costsmeans any and
all actual out-of-pocket expenses incurred by Landlord in operating the Common
Elements including without limitation, (i) payment for personal property
taxes and property insurance for the Common Elements, (ii) the costs of
lighting, painting, maintaining, repairing and replacing the common pylon signs
and (iii) the costs incurred by Landlord, if any, for maintenance of the
storm water management system and common lines thereto.  9.3.The Tenants proportionate share of the actual Common ElementsOperating Costs
shall be the percentage that the square footage of the Property bears to the
total square footage of the Commercial Center, which will be calculated when
Landlords Engineer determines the actual square footage of the Property in
accordance with the granting clause on page 1 of this Lease and memorialized
in the Amendment. Within one hundred and twenty (120) days after the end of
each calendar year, Landlord shall furnish Tenant with a statement (in
reasonable detail) of the actual Common Elements Operating Costs incurred by
Landlord or its assignees during such prior calendar year prepared in
accordance with sound accounting practices. Tenant shall pay its proportionate
share of the actual Common Elements Operating Costs within thirty (30) days
after receipt of such statement.  10


9.4.On fifteen (15)
days written notice and during normal business hours at Landlords place of
business, Tenant shall have the right to audit, at Tenants cost, the Landlords
books and records for the immediately preceding calendar year to verify the
actual Common Elements Operating Costs. Any errors disclosed by the review
shall be promptly corrected by Landlord; provided,
however, thatif Landlord disagrees with any such claimed errors,
Landlord shall have the right to cause another review to be made by an auditor
of Landlords choice and at Landlords sole expense. In the event the results
of the review of records (taking into account, if applicable, the results of
any additional review caused by Landlord) reveal that Tenant has overpaid
obligations for a preceding period, the amount of such overpayment shall be
credited against Tenants subsequent installment(s) of Annual Rent,
Additional Rent or other payments next coming due to Landlord under the Lease.
In the event that such results show that Tenant has underpaid its obligations
for a preceding period, the amount of such underpayment shall be paid by Tenant
to Landlord within thirty (30) days after Tenants receipt of Landlords demand
therefor. In the event any such audit shall reveal an overcharge to Tenant in
excess of ten percent (10%), in the aggregate, of the actual amount that should
have been charged to Tenant for the subject year, Landlord shall reimburse
Tenant for the reasonable cost of such audit and the overcharge within thirty
(30) days after demand.  10.Taxes and Assessments.  10.1.During the Term, Tenant shall bear, pay and discharge all real estate
taxes, special and benefit assessments, minor privilege charges, metropolitan
district charges and other public charges levied or imposed by any governmental
agency upon or with respect to ownership, use or occupancy of the Property
(including, without limitation, the land and Tenant Improvements on the
Property).  10.2.If at any time during the Term of this Lease under the laws of the
United States, State of Maryland, or any political subdivision thereof in which
the Property are situated, a tax or excise on rent or any other tax, however
described, is levied or assessed by any such political body against Landlord on
account of rentals payable to Landlord hereunder, such tax or excise shall be
considered for the purpose of this Lease a real property tax.Inaddition, in the event that real estate taxes are withdrawn, in whole
or in part, and any substitute tax is made therefore, such tax shall in any
event for the purpose of this Lease be considered a real estate tax, regardless
of the source from which it is collected.  10.3.In the event the taxing authorities include in such taxes the value of
any machinery, equipment, fixtures, inventory or other personal property or
assets of Tenant, Tenant agrees to pay before delinquency, the entire amount of
the taxes attributable to such items in addition to, but not in duplication of,
the taxes referred to above.  10.4.All sums payable by Tenant under this Section 10 shall be paid at
least thirty (30) days prior to accrual of interest or penalty for nonpayment
and Tenant shall furnish Landlord with evidence of payment in the form of
official tax receipts promptly after payment. In any case in which Tenant
contests in good faith any such imposition Tenant may defer payment to the
extent that it is necessary and legally possible to defer the same in order to
make such contest and diligently pursue the same, but in such event it shall be
a condition of Tenants  11


privilege
to defer any payment, that Tenant shall, if so requested by Landlord, furnish
Landlord, with a bond, reasonably satisfactory to Landlord as to surety, in an
amount and upon such conditions as shall reasonably be necessary to protect the
interest of Landlord against any loss or impairment resulting from such delay.  10.5.The parties shall take such reasonable action as may be necessary or
appropriate in order that proposed assessment notices and separate tax bills
for the Property are sent by taxing authorities directly to Tenant, including,
if necessary, a designation of Tenants address as address of record for the
owner for tax assessment and billing purposes. Tenant shall promptly furnish to
Landlord copies of all such proposed assessment notices and separate tax bills
that Tenant receives from the taxing authorities. Tenant shall have the right
to contest the validity and/or seek a reduction of said assessment at Tenants
sole cost and expense. Tenant shall indemnify Landlord, for the amount of any
interest, penalty and additional cost (including reasonable attorneys fees)
payable by Landlord as a result of Tenants contest of the validity of or
attempt to reduce such assessment. Tenant shall have the right to institute
such proceedings in the name of the Landlord as Tenant may deem necessary to
contest the validity or seek a reduction of said assessment; provided that,if it
is necessary to institute said proceedings in the name of the Landlord, the
Landlord shall be given as much prior written notice of said proceedings as
reasonably practicable. Landlord will, at Tenants sole cost and expense,
execute and deliver to Tenant such documents and/or information as Tenant may
reasonably require in connection with Tenants contest of the validity of or
attempt to reduce said assessment. Any refunding resulting from a contest by
Tenant (as well as any refund resulting from proceeding instituted by
Landlord), shall be applied and paid first to reimburse Tenant or Landlord for
the costs and expenses of the proceeding, including reasonable attorneys fees.
If the Property is separately assessed, the remainder of the refund shall
belong to Tenant.  10.6.Nothing contained in this Lease shall be deemed to include within the
definition of the term real estate taxes any tax such as inheritance, estate,
succession, gift and/or federal or state income taxes that are or may be
imposed upon Landlord.  11.Utilities.  11.1.Beginning on the date that Tenant enters the
Property for construction of Tenant Improvements, Tenant shall pay, when due,
all hook-up and consumption charges for all utilityservices furnished to the Property, including, but without limitation,
heat, air conditioning, gas, electricity and telephone, which services shall
all be separately metered to Tenant (at its cost). Tenant shall, at its cost,
install and use the utilities serving the Property in accordance with the rules and
regulations of the public or private utility company or the governmental agency
supplying the same. Tenant shall not be compelled to hook-up and use any
utility merely because it is available, provided Tenant identifies in its Plans
which utilities Tenant desires to serve the Property.  11.2.Landlord shall not be liable to Tenant for damages because of
interruptions in storm water management or any other utilities unless such
interruption is due to the negligent or willful act of Landlord, its employees,
agents, contractors, or subcontractors, and Tenant shall not be entitled to
claim a constructive eviction due to such interruption; but  12


Landlord
shall proceed with reasonable diligence to restore or cause to be restored such
service to the extent that it is within Landlords control to do so.  12.Maintenance.  At Tenants sole cost,
Tenant shall keep and maintain the entire Property in good condition and
repair. All garbage and trash shall be stored in trash enclosures on the Property
until removed. Tenant shall, at its expense, regularly remove Tenants garbage
and trash. Notwithstanding anything contained in this Lease to the contrary, if
Tenant refuses or neglects to repair all or any portion of the Property and
Tenant Improvements as required hereunder and to the reasonable satisfaction of
Landlord within thirty (30) days following Landlords written notice, Landlord
may make such repairs without liability to Landlord 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, Tenant shall pay
Landlords reasonable costs for making such repairs plus twenty percent (20%)
for overhead upon presentation of a bill therefore, as Additional Rent.
Landlord shall not be required to make any repairs or improvements of any kind
to any portion of the Property.  13.Alterations.  After the Tenant
Improvements have been completed in accordance with the Plans, Tenant shall not
thereafter make any alterations, additions, or improvements affecting
structural or support elements of or in the Building or affecting any utility
systems serving the Property or other parts of the Property without Landlords
prior written approval, which approval shall not be unreasonably withheld or
delayed. Any alterations, additions, or improvements by Tenant that are
permitted hereunder or thereafter approved by Landlord shall be installed at
Tenants sole cost and will be performed in compliance with all applicable
laws, rules and regulations and the Declaration and, except as otherwise
expressly set forth herein, at the end of the Term or sooner expiration of this
Lease, become the property of Landlord and remain upon the Property.  14.Trade Fixtures.  All furniture, counters,
business machinery, banking equipment (regardless of the manner of
installation), vaults, if any, and interior removable partitions placed upon
the Property during the Term, shall be considered as chattels (for subsequent
removal purposes) and shall not become part or parcel of the real property,
thereby permitting the same to be removable by the Tenant at the termination of
this Lease. Any damage caused by any such removals shall be repaired by Tenant.
Upon any termination or expiration of this Lease, all Tenant Improvements
attached to the Property other than the above (which shall be the property of
the Tenant) shall become the property of Landlord.  15.Signs.  Subject
to the Declaration and all applicable governmental approvals, Tenant shall be
entitled to install and maintain on the Property, at its cost and expense,
permanent  13


professionally
prepared signs containing Tenants trade name or logo so long as such signs are
attached to the building now or hereafter constructed on the Property. The
foregoing notwithstanding, Tenants sign plans for the Property are attached
hereto as Exhibit D. Tenant may, if permissible under applicable
governmental sign regulations, install directional signs on the Property and a
corporate - standard environmental surround for each of Tenants automatic
teller machines(ATM).Tenant shall
further have the right to Tenants proportionate share of the signage area of
the Common Elements pylon sign within the Commercial Center, subject to any
governmental requirements and approvals for purposes of the pylon sign area.
Tenants proportionate share shall be a fraction, the numerator of which is the
square footage of the Property and the denominator of which is the square
footage of the Commercial Center. Each tenant within the Commercial Center,
including Tenant, shall maintain its own sign box on such pylon sign, and
Landlord shall maintain the remainder of the pylon sign as part of the Common
Elements.  16.Landlords Access.  Landlord
and its duly authorized representatives may enter the Property upon reasonable
advance notice to Tenant (unless an emergency exists) and subject to Tenants
security requirements, to inspect the Property, to rectify defaults of Tenant
pursuant to the rights granted to Landlord under Section 28 (but only
after Tenant has failed to commence and diligently pursue a cure of the default
within any applicable cure period granted elsewhere in this Lease), and to
repair any Common Elements serving other parts of the Property;provided,
however, thatany such entry by Landlord and its representatives
shall be done in such a manner so as to not unreasonably interfere with the
conduct of Tenants business operations on the Property or compromise security
of the Property. During the six (6) months prior to the expiration of the
Term, Landlord may exhibit the Property and Tenant Improvements to prospective
tenants or purchasers, and place upon the same the usual notices To Let or For
Sale which notices Tenant shall permit to remain thereon without molestation.
Landlord shall promptly restore any disturbance to the Property caused by any
work performed by Landlord on the Property. Landlord may bring upon the
Property all things reasonably necessary to perform any work done in the
Property pursuant to this Section 16. Nothing herein contained shall be
deemed or construed to impose upon Landlord any obligation or responsibility
whatsoever forthecare, maintenance or repair
of the Property, except as otherwise specifically provided in this Lease.  17.Rules and Regulations.Tenant further warrants,
represents, covenants, and agrees to:  17.1.Keep the
Property in a neat and clean condition;  17.2.Pay before
delinquency any and all taxes, assessments and public charges levied, assessed,
or imposed upon the Property, Tenants business or upon Tenants fixtures,
furnishings or equipment in the Property and pay when and as due all license
fees, permit fees and charges of a similar nature for the conduct by Tenant or
any permitted subtenant of any business or undertaking authorized hereunder to
be conducted in the Property;  14


17.3.Not permit the accumulation (unless in concealed metal containers) or
burning of any of Tenants rubbish or garbage in, on or about any part of the
Property;  17.4.Observe all other reasonable rules and regulations established by
Landlord for all tenants in the Property from time to time; provided that(i) Tenant shall be given
at least five (5) days notice thereof, (ii) such rules and
regulations shall be uniformly applicable to all tenants in the Commercial
Center, and (iii) Landlord shall use reasonable efforts to enforce the rules and
regulations in respect of all tenants of the Commercial Center;  17.5.Comply with and observe all existing and future covenants of record
that affect or are applicable to the or Property and/or the Common Elements,
including, without limitation, the covenants, conditions and restrictions contained
in the Declaration;  17.6.Not use the parking areas, sidewalks adjacent to or any other space
outside the Building for display, sale, storage or any other similar
undertaking; provided thatsuch
limitation shall not affect the use of the drive-in area, the night depository,
and the ATMs for their intended purposes;  17.7.Not use any advertising medium or sound devices inside the Building
that may be heard outside the Property, or permit any objectionable odors to
emanate from such improvements; provided
thatsuch limitation shall not affect the use of the drive-in area,
the night depository, and the ATMs for their intended purposes;  17.8.Not use the plumbing facilities in the Property for any purpose other
than that for which they were constructed, or dispose of any foreign substances
therein, whether through the utilization of garbage disposal units or
otherwise;  17.9.Not use for any purpose all or any portion of the roof or exterior
walls of the Property other than for Tenants signs as provided in this Lease
and communications equipment, including antennae or satellite dishes; and  17.10.Not place any paper or cardboard or other temporary signs on the
exterior of the improvements unless any such temporary signs are professionally
done and neat in appearance.  18.Indemnification.  18.1.Tenant shall defend, indemnify and save Landlord harmless from and
against any and all claims, actions, demands, damages, liability and expenses
(including reasonable attorneys fees) for injury to the property of others and
injury or death of persons which occurs on any portion of the Property or is
caused by or arises (i) out of or in connection with Tenants use or
occupancy of the Property or any negligent act or omission of Tenant, its
agents, employees, servants or contractors, or (ii) out of breach by
Tenant of any term, covenant or condition of this Lease to be performed or
observed by Tenant. Tenant shall not be liable, however, for any claims,
actions, demands, damages, liability and expenses (including  15


reasonable
counsel fees) described in the preceding sentence that result from the
negligence of Landlord, its agents, employees, servants, or contractors.  18.2.Landlord shall
defend, indemnify and save Tenant harmless from and against any and all claims,
actions, demands, damages, liability and expenses (including reasonable
attorneys fees) for injury to the property of others and injury or death of
persons which is caused by or arises (i) out of or in connection with the
operation or maintenance by Landlord of the Common Elements, or by any
negligent act or omission of Landlord, its agents, employees, servants or
contractors, or (ii) out of breach by Landlord of any term, covenant or
condition of this Lease to be performed or observed by Landlord. Landlord shall
not be liable, however, for any claims, actions, demands, damages, liability
and expenses (including reasonable counsel fees) described in the preceding
sentence that result from the negligence of Tenant, its agents, employees,
servants, or contractors.  19.Insurance and Casualty.  19.1.Property
Insurance.During the Term, Tenant shall, at its expense, keep
in force insurance on the Tenant Improvements, whether now or hereafter
constructed, for their full insurable value (written on a 100% replacement cost
basis), and covering against all risks. Such policy shall include Builders
Risk coverage in an amount equal to the total cost of construction with respect
to the construction contemplated by Tenants Plans. Such policy shall name
Landlord as an additional insured as its interests may appear.  19.2.Restoration
After Casualty Loss.  (a)In the event of
casualty damage to the Tenant Improvements (excluding any common area on the
Property), Tenant shall proceed diligently to restore or cause to be restored
the damaged Tenant Improvements without any abatement in Annual Rent. Such
restoration shall be at Tenants sole cost and shall not be limited to the
amount of insurance proceeds recovered by Tenant. Tenant shall be entitled to
all insurance proceeds for restoration of the Tenant Improvements; provided thatTenant shall diligently
repair, restore and reconstruct the Tenant Improvements to substantially the
same condition existing prior to such casualty. If Tenant does not commence the
restoration of the Tenant Improvements as herein required within one hundred
twenty (120) days after the date of casualty, and otherwise diligently pursue
the completion of said restoration, then, in addition to any other rights or
remedies available to Landlord, Landlord shall be entitled to receive all
insurance proceeds and, at Landlords option, exercisable after thirty (30)
days written notice to Tenant, either (a) restore the Tenant Improvements
to the extent of insurance proceeds received, or (b) raze and demolish any
remaining Tenant Improvements and pave the Property. Notwithstanding anything
to the contrary set forth in this Lease, if the Tenant Improvements shall be
substantially damaged or destroyed by casualty during the final year of the
Initial Term or during the final year of any Extension Term (unless Tenant has
exercised or exercises an Extension Term), then this Lease shall terminate as
of the date of such damage or destruction and all insurance proceeds shall be
paid solely to Landlord. Nothing in this Paragraph 19.2(a) shall be
construed as limiting Tenants rights to exercise Extension Terms.  16


(b)In the event of
damage or destruction by fire or other casualty to the Common Elements,
Landlord shall proceed diligently to restore or cause to be restored the Common
Elements.  19.3.Liability Insurance of Tenant.Commencing on the date Tenant enters the Land for construction of the
Tenant Improvements and throughout the Term, Tenant shall, at its expense, keep
in force commercial general liability insurance, automobile liability
insurance, boiler liability insurance and sprinkler damage liability insurance,
covering bodily injury and property damage occurring on the Property, including
contractual liability coverage for Tenants indemnity obligations under this
Lease with a limit of not less than Two Million Dollars ($2,000,000.00) for
bodily injury and death and for property damage and with not less than Five
Million Dollars ($5,000,000.00) in the aggregate; which policy shall be written
on an occurrence basis. During any period of construction, the liability policy
shall include an endorsement covering construction operations. The minimum
coverage limits set forth above shall, in Landlords reasonable discretion, be
increased on every fifth anniversary of the Rent Commencement Date to a minimum
coverage limit that is then commercially reasonable for Tenants type of
business.  19.4.Liability Insurance of Landlord.During the Term, Landlord shall, at its expense, keep in force
commercial general public liability insurance, automobile liability insurance,
covering bodily injury and property damage occurring in the Common Elements,
including contractual liability coverage for Landlords indemnity obligations
under this Lease with a combined single limit of not less than Two Million
Dollars ($2,000,000.00) for bodily injury and death and for property damage and
with not less than Five Million Dollars ($5,000,000.00) in the aggregate; which
policy shall be written on an occurrence basis. During any period of
construction, the liability policy shall include an endorsement covering
construction operations. The minimum limitation set forth above shall be increased
to a minimum limitation that is then commercially reasonable whenever Landlord
exercises its option under Section 19.3 above to require an increase in
the minimum limitation of Tenants liability insurance.  19.5.General Requirements.All liability insurance required to be maintained by Tenant shall name
Tenant as named insured and shall include Landlord as additional insured. All
liability insurance required to be maintained by Landlord shall name Landlord
as named insured and shall include Tenant as additional insured. All insurance
required to be maintained by either Landlord or Tenant shall contain a
provision that the insurer shall not cancel or reduce the coverage of any such
policy without endeavoring to send thirty (30) days prior written notice to
Landlord in case of Tenants insurance or to Tenant in the case of Landlords
insurance. If Tenant fails to keep the required insurance in force after ten (10) days
notice from Landlord, Landlord may do so and shall be entitled to collect the
premiums therefor from Tenant as Additional Rent on demand. All insurance
policies shall be written with insurance companies licensed to do business in
the state where the Property is located having a Best Manual rating of A- or
better as to general policy holders rating and of VII or better as to financial
rating (or equivalent ratings as such ratings may be revised from time to
time). The insurance required to be maintained under this Lease may be may be
carried under a policy commonly known as a  17


blanket
policy. Within three (3) Business Days after the Landlords Delivery Date
and prior to any entry upon the Property by Tenant, its agents or contractors,
Tenant shall furnish to Landlord copies and/or certificates of the insurance
policies requires to be carried by it under this Section 19.  19.6.Workers Compensation Insurance.Tenant and any contractors employed or engaged by Tenant shall obtain,
keep in force and pay for workers compensation insurance as required by law.  19.7.Waiver of Claims.Landlord and Tenant each release the other from any loss or damage to
the property of each or property in which each may have an interest if the loss
is caused by a peril of the type or arising from any cause that the claiming
party was obligated to insure against under this Lease. Each party to this
Lease shall maintain insurance that contains provisions or endorsements that
allow the mutual waivers contained in this subsection.  20.Eminent Domain.  20.1.If the Property is condemned in whole or in part, such that the
remainder of the Property would be inadequate or unsatisfactory for the
Permitted Use as reasonably determined by Tenant (which determination shall be
made upon written notice to Landlord within thirty (30) days after the
condemning authoritys first notice of the intended taking, under the power of
eminent domain, this Lease shall terminate on the date title and possession
vests in the condemning authority. If Tenant fails to timely notify Landlord hereunder,
the right of termination will be deemed waived. As used herein, the termscondemnedandcondemnationinclude the
sale by Landlord to a condemning authority under threat of condemnation.
Landlord shall have the power and authority to convey the entire Landlords
interest in all or any part of the Property to the condemning authority without
Tenants joinder, any such conveyance by Landlord alone shall be deemed free
and clear of any leasehold or other interest by Tenant therein, any condemning
authority shall be entitled to rely upon the provisions of this sentence in
accepting a deed from Landlord alone. As used herein the term condemnation
award includes the proceeds of any sale by Landlord to a condemning authority
under the threat of condemnation.  20.2.If any condemning authority notifies Landlord of a proposed
condemnation of more than twenty-five percent (25%) of the Property not covered
by a building, or more than fifteen percent (15%) of the area of the Building
or which includes all or a substantial portion of Tenants drive-in lanes,
Landlord shall give Tenant written notice of the proposed condemnation together
with whatever plats and data are furnished to Landlord by the condemnor
concerning the extent of the proposed condemnation of the Property. Tenant
shall have up to thirty (30) days after the date of such notice in which to
elect to cancel this Lease, which shall be effective upon the date title and
possession vests in the condemning authority. If Tenant gives written notice of
such election within such thirty (30) days, and if the proposed condemnation is
consummated, then this Lease shall terminate entirely on the same date that
this Lease terminates as to the condemned portion of the Property under Section 20.1
above. If Tenant does not make a timely election to cancel this Lease, and the
condemnation is consummated, then Tenant shall restore the remaining Tenant
Improvements to a complete  18


architectural
unit and in such event the Annual Rent hereunder shall thereafter be reduced by
an amount that bears in the same proportion to the Annual Rent payable prior to
such condemnation as the area of the Property taken bears to the total area of
the Property prior to such condemnation.  20.3.If any portion of the Property where the common pylon signs are located
is condemned under the power of eminent domain, Landlord shall use commercially
reasonable efforts to relocate the pylon sign(s) to a reasonably suitable
alternate location within the Commercial Center.  20.4.Notwithstanding anything contained herein to the contrary, in the event
of the condemnation of all or any part of the Property, Tenant shall not be
entitled to share in any part of the condemnation award, including
consequential damages, for the taking, either for its leasehold estate or for
its rights to use any of the Common Elements, whether or not this Lease is
terminated under the provisions of this Section 20 by reason of such condemnation.
Tenant shall, however, be entitled to a portion of the award, if any,
attributable to Tenant Improvements and to any separate award obtained by
Tenant from the condemning authority for moving expenses, loss of trade
fixtures, and loss of business; provided, however, that any condemnation award
attributable to Tenant Improvements shall be amortized on a straight line basis
over a thirty (30) year period, with Landlord receiving the portion amortized
and Tenant receiving the balance.  20.5.For purposes of this Section 20, Landlord shall give Tenant prompt
written notice of any intended taking of all or any portion of the Property by
the condemning authority. Tenant shall have thirty (30) days from the receipt
of this notice to notify Landlord of its decision to terminate the Lease.  21.Assignment and Subletting.  21.1.Except as provided in Section 21.2 below, Tenant shall not assign
this Lease or sublease all or any part of the Property, nor permit other
persons to occupy or conduct business in said Property or any part thereof, nor
grant any license, concession, management contract or franchise for all or any
part of the Property without Landlords prior written approval, which approval
shall not be unreasonably withheld or delayed provided that all of the
following conditions are first satisfied:  (a)Tenant shall
not then be in default beyond any applicablenotice and cure period
of any of the terms, conditions or obligations to be performed by Tenant
hereunder and shall continue to remain liable for the full and timely
performance of all of the terms and conditions hereunder as and when due.  (b)The proposed
assignee or sublessee shall (i) submit current (within six (6) months
of the proposed assignment or subletting) financial statements certified as
accurate by its chief financial officer, reasonably acceptable to the Landlord,
and such tax returns or other financial information as Landlord may reasonably
require, establishing that the proposed assignee or sublessee has net worth and
working capital in amounts required by Landlord in its  19


sole
discretion; and (ii) execute such additional documentation, including,
without limitation, a guaranty or other form of security as may be required by
Landlord in its discretion.  (c)The entity, organization or individual(s) to which the Property is
proposed to be assigned or sublet establishes to the Landlords reasonable
satisfaction, based on the criteria that the Landlord customarily applies to
prospective assignees and/or sublessees, that they have experience, reputation,
creditworthiness and business knowledge sufficient to operate the Property
consistent with what this Agreement requires. Notwithstanding the foregoing, if
the proposed assignee or sublessee is a financial institution subject to the
oversight of the FDIC (or its successor regulator), satisfaction of the
preceding paragraph (b) shall be deemed satisfied along with this
paragraph (c).  (d)In the event of a subletting, the proposed sublessee shall acknowledge
in writing reasonably satisfactory to Landlord that the proposed sublease
between Tenant and the sublessee shall be in all respects subject and
subordinate to this Lease and that in the event the Landlord terminates this
Lease, dispossesses the Tenant or reenters the Property and/or Tenant
Improvements in accordance with the provisions of this Lease, Landlord shall
have the option to concurrently terminate the rights of the sublessee, in which
event the sublessee shall promptly and peaceably vacate the Property and
building, or the Landlord may elect to accept the sublessee, in which event the
sublessee shall immediately attorn entirely to the Landlord, except that the
Landlord shall not be liable for any previous act or omission of the Tenant as
against or bound by any prior modification of the sublease that Landlord has
not expressly consented to in writing, or by any prepayment of more than one
months rent by the sublessee.  (e)The use of the Property and Tenant Improvements by the assigneeor sublessee
shall be Permitted Use.  (f)The Tenant shall pay Landlord, immediately upon receipt thereof, all
economic benefit received by the Tenant as a result of the assignment or
sublease, including without limitation the difference between (a) the rent
payable hereunder with respect to the portion of the Property and Tenant
Improvements covered by any such transfer; and (b) the rent received by
the Tenant from the assignee or sublessee, as and when each payment of rent is
paid. In accordance with this Section 21, the Tenant shall provide
Landlord with all agreements, duly executed, relating to the proposed
assignment and assumption agreement, or sublease agreement.  21.2.Except as
otherwise permitted by this Lease, any assignment by operation of law,
attachment or assignment for the benefit of creditors, shall, at Landlords
option, be inoperative. If Tenant is a corporation, any transfer of any of the
Tenants issued and outstanding capital stock or any issuance of additional
capital stock, as a result of which the majority of the issued and outstanding
capital stock or any issuance of additional capital stock, as a result of which
the majority of the issued and outstanding capital stock of Tenant is held by a
corporation, firm or person or persons who do not hold a majority of the issued
and outstanding capital stock of Tenant on the date hereof, shall be deemed a
prohibited assignment under this Section 21. If Tenant is a partnership,
any transfer of any interest in the partnership or any other change in the
composition of partnership which results in a change in the management of
Tenant  20


from
the person or persons managing the partnership on the date hereof, shall be
deemed a prohibited assignment under this Section 21. If Landlord at
anytime consents in writing to any assignment or sublease as defined in and
prohibited by this Section 21, in addition to any other consideration that
may pass between the parties in connection therewith, Tenant and any such
assignee or sublessee shall be deemed to have covenanted not to make any
further assignment or sublease contrary to the provisions of this Section 21,
and such covenants shall be deemed to have made as of the date of such consent
and shall take effect prospectively from the date thereof.  21.3.Notwithstanding anything contained in Section 21.1 or Section 21.2
to the contrary, Tenant may, at any time, without the consent of Landlord (but
subject to subsections (a) and (b) below) assign or otherwise
transfer this Lease or any portion thereof to a parent, subsidiary or affiliate
corporation or entity; or any corporation or entity resulting from the
consolidation or merger of Tenant into or with any other entity; or to any
person, firm or corporation acquiring a majority of Tenants issued and
outstanding capital stock or a substantial part of Tenants physical assets; provided, however,that in the event of
such assignment or transfer, as a condition precedent to such assignment or
transfer (a) Tenant shall not then be in default of any of its obligations
hereunder beyond any applicable notice and cure period; and (b) the
assignee shall (i) assume in writing the performance and observance of all
the terms and conditions of this Lease; (ii) continue to operate the
Property for the Permitted Use (or such other use as may be approved by
Landlord in its sole and absolute discretion) and (iii) the assignment or
proposed transfer shall have received all necessary governmental and regulatory
approvals; and provided further, however, that Tenant shall continue to remain
liable for the full and timely performance of all of the terms and conditions
under this Lease as and when due, except in the event of a merger or
consolidation in which Tenant is not the surviving entity.  22.Mechanics Liens and Other Liens.  22.1.If any mechanics or other lien is filed against all or any part of the
Property by reason of any labor, material or service furnished or alleged to
have been furnished to Tenant in connection with construction, alteration or
repair of improvements on the Property made by Tenant, Tenant shall cause such
lien to be released of record by payment, bond or otherwise as allowed by law,
at Tenants expense, within ten (10) business days after the filing and
service thereof; and Tenant shall, at its expense, defend any proceeding for
the enforcement of such lien, discharge any judgment thereon and save Landlord
and any mortgagee harmless from all losses and expenses resulting therefrom
including reasonable counsel fees and other expenses incurred by Landlord and
any mortgagee, if any of them elect to defend or participate in the defense of
such proceedings. Nothing in this Section 22 or elsewhere in this Lease
shall be construed as a consent by Landlord that a mechanics lien for any work
authorized or contracted for by Tenant or required by this Lease may attach to
or constitute a lien against Landlords estate.  22.2.Tenant shall not permit the Property to be subjected to any statutory
lien or any other lien or encumbrance that might obtain priority over Landlords
interest in the Property or be in parity therewith by reason of any act or
omission on the part of Tenant or any  21


of
its approved licensees or subtenants or their respective agents, servants,
employees or contractors other than real estate taxes for which no interest or
penalty has yet been incurred; and in the event that any such lien attaches to
the Property, Tenant shall discharge such lien promptly by payment, bond or
otherwise as allowed by law, at its own expense, within ten (10) business
days after the filing (and service or notice) thereof.  23.Quiet Enjoyment.  So long as no default exists beyond any applicable cure period, Tenant shall
have the peaceful and quiet use of the Property, subject to the terms,
covenants and conditions of this Lease, without interference with possession by
Landlord or any one claiming by, through or under Landlord.  24.Subordination; Landlords Right to Mortgage;
Attornment.  24.1.Subordination;
Landlords Right to Mortgage.Tenant agrees to subordinate
this Lease to the lien of any first mortgage or blanket mortgage on the
Property and/or Commercial Center, as the case may be. The parties further
agree to promptly execute a Subordination, Non-Disturbance and Attornment
Agreement(SNDA)in substantially the same
form as shown on the attachedExhibit E.Landlord shall
have the absolute right and/or power to mortgage or otherwise create any
security interest or other lien or encumbrance upon or affecting the Property,
Tenants leasehold interest therein, or any improvements on the Property or any
part thereof at any time and from time to time, and Landlord shall further have
the right and/or power to modify, extend, renew, replace, refinance or
otherwise change or effect any such mortgage, security interest, lien or
encumbrance created by Landlord pursuant to this Lease.  24.2.Non-Disturbance; Attornment.When requested by Landlord, Tenant shall promptly execute the SNDA with
any mortgagee or prospective mortgagee, or purchaser or prospective purchaser,
of Landlords estate in the Property, or any improvements thereon or any part
thereof at any time and from time to time.  25.Estoppel Certificates.  When requested in writing by
either party to this Lease (theRequesting
Party),the other party (theResponding Party)shall acknowledge in writing to the Requesting Party, a mortgagee or
prospective mortgagee, a purchaser or prospective purchaser, of the Requesting
Partys estate, that this Lease is unmodified, in full force and effect, free of defaults of the Requesting Party and free
of defenses against enforceability (or setting forth any modifications,
defaults, disclaimers of the Lease or defenses against enforceability); that
the Responding Party has no outstanding claims against the Requesting Party (or
setting forth the nature and amount of claims, if any); stating the date to
which rent has been paid and the amount of any advance rental paid; stating the
Rent Commencement Date and expiration date of this Lease; and the status of any
other obligation of the Requesting Party under or with respect to this Lease;
it being intended that any such statement may be relied upon by the Requesting
Party, any mortgagee or prospective mortgagee, or any purchaser or prospective
purchaser, of the Requesting Partys estate.  22


26.Acts of Other Tenants.  Landlord shall not be liable
for damage to all or any portion of the Property including, without limitation,
the Tenant Improvements, due to the negligent or intentional acts or omissions
of any other tenant, subtenant or owner within the Commercial Center or to any
condition existing on or emanating from the Commercial Center of any other
tenant or owner that is caused by such tenant or owner or their respective
agents or contractors, nor shall Tenant be entitled to an abatement of rent to
claim an actual or constructive eviction, whole or partial, permanent or temporary,
by reason of any such condition on or emanating from such other tenants or
owners property.  27.Environmental Matters.  27.1.During the Term of this Lease, Tenant shall: (1) keep the Property
(including the surface water, ground water, and improvements to the Property)
free of any contamination by Hazardous Materials resulting from any act or
omission of Tenant; and (2) comply with all Environmental Laws in its use
and occupancy of the Property;provided, however, thatTenant shall be permitted to maintain and use on the Property Hazardous
Materials that are customarily maintained and used by businesses similar to
Tenant as long as such Hazardous Materials are maintained in appropriate
quantities and properly stored, used, disposed of and otherwise in accordance
with all applicable laws.  27.2.Tenant expressly acknowledges and agrees that it will reimburse,
defend, indemnify and hold harmless Landlord, its successors, assigns and other
parties claiming any interest in the Property, by, through or under Landlord,
from and against any and all liabilities, claims, damages, penalties,
expenditures, losses or charges (including, but not limited to, all costs of
investigation, monitoring, legal fees, remedial response, removal, restoration
or permit acquisition, diminution in value) which may, now or in the future, be
undertaken, suffered, paid, awarded, assessed, or otherwise incurred as the
result of:  (a)any
contamination by Hazardous Materials existing on, above or under the Property
(including the Tenant Improvements), or any other property outside of the
boundary lines of the Property that results from the acts or omissions of
Tenant, its subtenants, agents, contractors, licensees or invitees (including,
but not limited to, contaminated soil, buildings, facilities and/or ground
water); and  (b)any
investigation, monitoring, clean up, removal, restoration, remedial response or
remedial work with respect to Hazardous Materials for which Tenant would be
liable under (a) above and undertaken by or on behalf of Landlord after
Landlord has provided Tenant written notice of the need for such investigation,
monitoring, clean up, removal, restoration, remedial response or remedial work
and Tenant has failed to undertake the appropriate action within a reasonable
time.  27.3.Tenant and Landlord acknowledge and agree that the expiration or
termination of this Lease shall not and does not relieve or release either
party of any legal liability and responsibility (under common law, statute or
regulation) either would otherwise  23


have as tenant or landlord,
respectively, of the Property and Tenant Improvements under this Section 27,
whether by way of damages, penalties, remedial actions, or otherwise for any
adverse effects or consequences resulting at any time from any contamination by
Hazardous Materials of the soil, facilities, buildings and/or ground waters
which existed on, above or under the Property, or any other property outside
the boundary lines of the Property affected by Tenants breach of its
obligations under this Section 27 during the Term.  28.Defaults and Remedies.  28.1.Defaults.If Tenant  (a)defaults in the payment of Annual Rent and Additional Rent payable
under this Lease, and such default continues for more than five (5) business
days after receipt of written notice thereof; provided that Landlord shall not
be obligated to provide written notice more than twice in any twelve (12) month
period; or  (b)defaults in the performance or observance of any term, covenant or condition
to be performed by it hereunder that may be performed merely by the payment of
money and such default is not rectified within ten (10) days after receipt
of written notice thereof; or  (c)shall allow any insurance policy required to be carried by ithereunder to
lapse or to be cancelled and does not cause such insurance to be replaced
within five (5) days after receipt of written notice of such lapse or
cancellation from Landlord; or  (d)defaults in the performance or observance of any other term, covenant
or condition of this Lease on Tenants part to be performed or observed and
does not commence to rectify such default within thirty (30) days after written
notice thereof or does not thereafter diligently complete the rectification
thereof (provided, however, that such non-monetary default shall be cured no
later than one hundred twenty (120) days following Landlords notice), then, in
any of such foregoing events, Landlord may, at its option, and in addition to
any and all remedies available to it at law or in equity (i) terminate
this Lease and reenter the Property or (ii) reenter the Property without
terminating this Lease, and, using due care, assume custody and control thereof
for the purpose of protecting the Property and/or for reletting the Property as
agent for Tenant and such agency shall be deemed as a power coupled with an
interest and shall be irrevocable. In either such event Landlord shall make a
reasonable effort to relet the Property and shall be entitled to thebenefitof all provisions of the
public general laws of Maryland and the public local laws and ordinances of
Harford County respecting the summary eviction of tenants in default or tenants
holding over, or respecting proceedings in forcible entry and detainer.
Notwithstanding termination and/or re-entry, Tenant shall remain liable for any
Annual Rent, Additional Rent, and damages (exclusive of consequential damages)
having accrued prior thereto and for any Annual Rent, Additional Rent, and
damages (exclusive of consequential damages) which shall become due thereafter
and shall pay Landlord for all reasonable costs and expenses, including but not
limited to, attorneys and brokers fees, commissions and expenses, paid or
incurred by Landlord in connection with: (1) obtaining possession of the
Property; (2) removal and storage of Tenants or other occupants
property;  24


(3) care,
maintenance and repair of the Property while vacant; (4) re-letting the
whole or any part of the Property; and (5) repairing, altering,
renovating, partitioning, enlarging, remodeling or otherwise putting the
Property into condition acceptable to, and reasonably necessary to obtain new
tenants.  28.2.Other Remedies.In addition to any and all remedies available to Landlord at law or in
equity, if Tenant fails to maintain any insurance required to be maintained by
Tenant under this Lease, or fails to furnish evidence of insurance renewals at
the times in this Lease required, or allows such insurance to lapse or be
cancelled, Landlord may obtain such insurance for Tenant five (5) days
following notice from Landlord, and Tenant shall reimburse Landlord for the
cost thereof promptly on demand. If Tenant defaults in the performance or observance
of any term, covenant or condition, other than the covenant to pay rent, to be
performed or observed by it under this Lease, and such default continues
without cure or commencement of a reasonable effort to cure same for more than
thirty (30) days after written notice thereof, Landlord may take action to
rectify such default on Tenants behalf. Landlord may rectify such default on
Tenants behalf immediately and without such notice if immediate action is
reasonably believed to be required in order to avoid injury or damage to other
persons or property (including Landlords property). Subject to Tenants
security requirements, Landlord may enter the Property to rectify such
defaults. All money advanced and costs and expenses incurred by Landlord in rectifying
any default (including Landlords reasonable attorneys fees) together with
interest thereon at the Prime Rate announced from time to time by Carrollton
Bank (or such other financial institution as selected by Landlord if Carrollton
Bank does not publish or announce a prime rate) as its prime rate plus two
percent (2%) per annum from the date advanced until the date paid by Tenant,
shall be repaid by Tenant to Landlord on demand.  28.3.Payment of Costs.If Landlord files an action against Tenant to collect Annual Rent or
Additional Rent payable under this Lease or any other sum, then Tenant shall
pay all reasonable attorneys fees and out-of-pocket costs of collection
incurred by Landlord in such action.  28.4.Waiver of Lien.Landlord expressly waives any right to a statutory landlords lien.
Notwithstanding anything contained in this Lease to the contrary, Landlord
shall never have any property interest in or lien on or right of distraint
against any cash, checks, notes, bonds, securities, passbook, records, or other
property held by Tenant for its customers on the Property, whether for
safekeeping or collateral, and whether in its vaults, safe deposit boxes, night
depository, or safes.  28.5.Landlords Default.In the event that Landlord defaults in any of Landlords obligations
under this Lease that affect Tenants use and occupancy of the Property, and
fails to cure such default within thirty (30) days after Tenant gives Landlord
notice of the Landlords default, then Tenant shall be entitled, but not
obligated, to cure Landlords default, in which event upon Tenants demand
Landlord shall pay Tenant the reasonable expenses incurred by Tenant in curing
Landlords default; provided, however, that except in the case of an emergency,
Tenant shall not make any payment or cause the performance of any act to cure
Landlords default without giving Landlord fifteen (15) days notice of Tenants
intention to do  25


so.
Notwithstanding the foregoing, if Landlords default is such that it cannot
reasonably be cured within thirty (30) days, then, provided that Landlord shall
commence to cure the default within thirty (30) days after Tenant gives
Landlord notice of the default and thereafter diligently pursues curing of the
same, Landlord shall be permitted such additional period of time as necessary
to cure the default before Tenant exercises Tenants remedies under this Section 28.5.  29.Bankruptcy or Insolvency.  If any transfer of Tenants
interest in the Property created by this Lease shall be made under execution or
similar legal process, or if a petition is filed by or against Tenant to
adjudicate Tenant a bankrupt or insolvent under any federal or state law, or if
a receiver or trustee shall be appointed for Tenants business or property and
such appointment is not vacated within thirty (30) days, or if a petition is
filed by or against Tenant under any provision of federal or state law for a
corporate reorganization of Tenant of an arrangement with its creditors, of if
Tenant makes an assignment for the benefit of its creditors, or if in any other
manner Tenants interest under this Lease passes to another by operation of
law, then, in any of said events, Tenant shall be deemed to have committed a
material breach of this Lease, and Landlord may, at its option, terminate this
Lease and re-enter the Property; but notwithstanding such termination, Tenant
shall remain liable for all rent and damages, suffered or incurred by Landlord.  30.Miscellaneous Provisions.  30.1.Notices.All notices from either party to the other under this Lease shall be
sent by telegram or Certified Mail, Return Receipt Requested, or hand-delivered
with a signed receipt. Whenever in this Lease reference is made to a notice to
be given, such notice shall be deemed to have been given when mailed, wired or
hand-delivered to the proper notice address of the party to be notified; provided thatnotices mailed within a time
period set forth in the Lease for giving notice shall be deemed given within
such time period, if mailed within such time period. Notices to Landlord shall
be addressed to Landlords Notice Address. Notices to Tenant shall be addressed
to Tenants Notice Address.  30.2.Successors and Assigns.This Lease and covenants, terms and conditions herein contained shall
inure to the benefit of and be binding upon Landlord, its successors and
assigns, and shall be binding upon and inure to the benefit of Tenant and its
permitted successors and assigns. As used herein the term Tenant includes its
permitted successors and assigns, and the term Landlord includes its
successors and assigns.  30.3.Effect of Termination.Except as specifically provided elsewhere in this Lease, if this Lease
is terminated for any reason other than default of Tenant, all liabilities of
the parties shall be adjusted as of the effective date of termination. Any
termination hereof by reason of a default of the Tenant shall not affect any
obligation or liability of Tenant under this Lease.  30.4.Severability.If any term, covenant or condition of this Lease or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term,
covenant or  26


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 enforceable to the fullest extent
permitted by law.  30.5.Final Agreement.This Lease contains the final and entire agreement between the parties
hereto. Neither Landlord nor Tenant shall have any obligation not expressly set
forth herein; and neither party shall be bound by any promises, conditions or
representations prior to the date hereof which are not expressly set forth
therein. Any modification or amendment to this Lease shall be in writing signed
by all parties.  30.6.Governing Law.The parties agree that this Lease shall be construed in accordance with
the Laws of the State of Maryland.  30.7.Liability of Landlord.If Landlord or any successor in interest to Landlord shall be an
individual, joint venture, tenancy in common, firm or partnership, general or
limited, there shall be no personal liability on such individual, or the
members of such firm, partnership or joint venture with respect to any of the
provisions of this Lease, any obligation arising therefrom or in connection
therewith. In such event, Tenant shall look solely to the equity of the then
owner of Landlords interest in the Property for the satisfaction of any
remedies of Tenant in the event of a breach by the Landlord of any of its
obligations hereunder.  30.8.Brokers.Each party hereto hereby represents and warrants to the other that in
connection with the leasing of the Property, the party so representing and
warranting has not dealt with any real estate broker, agent or finder, except
for Retail Properties LLC (the Broker).Landlord hereby agrees that it shall pay a commission to the
Broker according to a separate agreement. Each party shall indemnify and hold
harmless the other party from and against any claims for brokers or other
commissions arising by reason of a breach by such party of the foregoing
warranty.  30.9.No Joint Venture.Nothing contained in this Lease shall be deemed to give Landlord any
interest, control or discretion in the operation of Tenants business on the
Property and nothing contained in this Lease shall be construed to be or to
create a partnership or joint venture between Landlord and Tenant.  30.10.Recording.All costs of recording this Lease, or a short form thereof, if it is
recorded (including documentary stamps and transfer taxes), shall be borne by
the party desiring recordation, notwithstanding any statute to the contrary.  30.11.Force Majeure.If Landlord or Tenant shall be delayed, hindered in or prevented from
the performance of any act or obligation required under this Lease (other than
Tenants obligation to pay Annual Rent and Additional Rent hereunder) by reason
of acts of God, strikes, lockouts, failure of power or utilities, fire,
vandalism, accident, flood, other casualty, riot, insurrection, civil
commotion, sabotage, explosion, war, natural or local emergency, or other
reasons of a similar nature not within the control of the delayed party, then
performance of such act or obligation shall be excused for the period of the
delay and the period for the performance of any such act or obligation shall be
extended for the period equivalent to  27


the
period of such delay. Notwithstanding the foregoing, the provisions of this Section 30.11
shall not automatically extend the time period for Tenants termination right
provided in Section 4.4.  30.12.Landlords Consent.Unless otherwise provided in this Lease, whenever Landlords consent,
approval or other action is required under the terms of this Lease, such
consent, approval or action shall be subject to Landlords sole judgment and
shall be delivered in writing.  30.13.Time of Essence.Time is of the essence with respect to the performance of every
covenant and condition of this Lease.  30.14.Waiver of Jury Trial.Landlord and Tenant irrevocably waive the respective rights to trial by
jury in any action, proceeding or counterclaim brought by either against the
other (whether in contract or tort) on any matter arising out of or relating in
any way to this Lease, the relationship of Landlord and Tenant or Tenants use
or occupancy of the Property.  Signatures on Next Page  28


IN
WITNESS WHEREOF, the parties hereto have executed this Lease under their
respective hands and seals as of the day and year first above written.   ATTEST:
  
  LANDLORD:HICKORY
  CROSSING, LLC,a
  Maryland limited liability company/s/
  Susan Berndt
  
  By:
  /s/
  Kirk A. Salvo
  (SEAL)Name:
  Kirk A. SalvoTitle:
  ManagerTENANT:CARROLLTON
  BANK, a Maryland state 
  chartered commercial bank/s/
  Allyson Cwiek
  
  By:
  /s/ Robert A. Altieri
  (SEAL)President
  & CEO  29


STATE
  OF MARYLAND
  ))SS:CITY/COUNTY
  OF Baltimore
  )  I HEREBY CERTIFY that on this4thday of November, 2003,
before me, the undersigned officer, personally appeared Kirk A. Salvo, who acknowledged
himself to be the Manager of Hickory Crossing, LLC, a limited liability
company, and that he, in such capacity, being authorized to do so, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the partnership, as Manager.  IN
WITNESS WHEREOF I hereunto set my hand and Notarial Seal.  /s/ Susan BerndtNotary PublicMy
  Commission expires:1.10.06  STATE
  OF MARYLAND
  )) SS:CITY/COUNTY OF Baltimore
  )  I HEREBY CERTIFY that on this28th day of October, 2003, before me, the undersigned
officer, personally appearedRobert A. Altieri, who
acknowledged himself to be the President of Carrollton Bank, a Maryland state
chartered commercial bank, and that he, in such capacity, being authorized to
do so, executed the foregoing instrument for the purposes therein contained, by
signing the name of the bank, as Senior Vice President.  IN
WITNESS WHEREOF I hereunto set my hand and Notarial Seal.  /s/
  Ivanna TelukNotary
  PublicMy Commission expires:July 1, 2006.  30


LIST OF EXHIBITS  Exhibit A
  PLAT(With
  Commercial Center Outlined in Green and Property outlined in Red)Exhibit A-1
  CONCEPTUAL
  DEVELOPMENT PLANExhibit A-2
  FINAL
  DEVELOPMENT PLANExhibit B
  LANDLORDS LAND SITE IMPROVEMENTSExhibit C
  FORM OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONSExhibit D
  TENANTS SIGN PLANSExhibit E
  FORM OF
  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT  31


EXHIBIT
A  PLAT


EXHIBIT B  LANDLORDS LAND SITE IMPROVEMENTS  1.
  Landlord will rough grade the Property.2.
  Landlord will cause the construction of public water and sewer lines
  (excluding Tenantswater meter) serving the Property, and
  conduits for underground electric and telephone lines all to within five feet
  (5) of the boundary of the Property.  32