Exhibit 10.20  received1.19.06  GROUND LEASE  BETWEEN  SCOTTS CORNER LLLP as Landlord  and  CARROLLTON BANK as Tenant  Date: January 13, 2006  Premises:  10301 York Road Cockeysville, Maryland 21030


Table of Contents  Page1.
  Definitions
  12A.
  Flood Plan and Site Plan
  Submission; Regulatory Approval
  42B.
  Site Environmental and
  Soil Studies
  53.
  Lease Term
  54.
  Landlords Construction
  Obligations
  65.
  Tenants Construction
  Obligations
  66.
  Use of Premises
  77.
  Rent
  78.
  Repair and Maintenance
  Obligations
  89.
  Taxes and Assessments
  810.
  Utilities
  911.
  Alterations
  912.
  Trade Fixtures
  913.
  Signs
  1014.
  Landlords Access
  1015.
  Rules and Regulations
  1016.
  Indemnification
  1117.
  Insurance and Casualty
  1218.
  Eminent Domain
  1319.
  Assignment and Subletting
  1420.
  Mechanics Liens and Other
  Liens
  1521.
  Quiet Enjoyment
  1522.
  Landlords Right to
  Mortgage; Attornment
  1523.
  Estoppel Certificates
  1624.
  Environmental Matters
  1625.
  Defaults and Remedies
  1826.
  Bankruptcy or Insolvency
  2027.
  Miscellaneous Provisions
  20


GROUND LEASE  THIS
LEASE (the Lease), dated January 13, 2006
(the Effective Date), is made and entered into by and between SCOTTS CORNER LLLP,a Maryland limited
liability limited partnership, f/k/a Scotts Corner Limited Partnership (the Landlord), having anoffice at 3457 Sweet Air Road,
Phoenix, Maryland 21131, and CARROLLTON BANK,a Maryland state chartered commercial bank (the Tenant) having an office at 344 N. Charles Street, Baltimore, Maryland
21201, Attn: Robert A. Altieri, President.  INTRODUCTORY STATEMENT  Landlord is the owner of two (2) adjacent
parcels of land (the Land) containing approximately 0.6650 acres and a
triangular parcel containing approximately 460 square feet, located at the
northeast corner of Scott Adam Road at its intersection with York Road (Tax
Account Nos 08-19-011392 and 21-00-011592), Cockeysville, Maryland, as more
particularly described on Exhibit A. Landlord desires to lease the Land to
Tenant and Tenant desires to rent the Land from Landlord, 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 Land 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 7.2.  1.2.Annual Rent   Applicable Portion of Initial Term
  
  
  
  Monthly
  InstallmentBeginning
  
  Ending
  
  Annual Rent
  
  (Annual ÷ 12)Year 1
  
  Year
  5
  
  $
  140,000.00
  
  $
  11,666.66Year 6
  
  Year
  10
  
  $
  157,500.00
  
  $
  13,125.00Year 11
  
  Year
  15
  
  $
  177,187.50
  
  $
  14,765.62Year 16
  
  Year
  20
  
  $
  199,335.94
  
  $
  16,611.33
  Renewal
  Terms, if exercised
  
  Annual Rent
  
  Monthly
  Installment(Annual ÷ 12)First Renewal Term
  
  $
  224,252.93
  
  $
  18,687.74Second Renewal Term
  
  $
  252,284.55
  
  $
  21,023.71Third Renewal Term
  
  $
  283,820.12
  
  $
  23,651.68Fourth Renewal Term
  
  $
  319,297.64
  
  $
  26,608.14


1.3.Commencement
Date- the date of execution of this Lease by Landlord and Tenant.  1.4.Construction
Period the period during which Tenant shall have exclusive possession of the
Land and shall commence erection of the Tenant Improvements.  1.5.Environmental
Laws all applicable federal, state, or local law, ordinance, or regulation,
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.  1.6.Hazardous
Materials any hazardous or toxic substance, material, or
waste, 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.  1.7.Initial
Term See Section 3.1.  1.8.Land as defined in
the Introductory Statement.  1.9.Landlords
Delivery Date- the date on which Landlord delivers the Land to
Tenant with the Landlords Improvements removed in accordance with this Lease.  1.10.Landlord
Improvements- those improvements, consisting of gas pumps,
underground fuel tanks, gas station building, car wash building and other
permanent improvements situate on the Land, which are to be removed by Landlord
prior to commencement of the Construction Period.  1.11.Landlords
Notice Address the following address for notices or such other
address as Landlord may designate in writing from time to time:  c/o DJF, Inc. P.O. Box 264 Phoenix,
Maryland 21131  With
a copy to:  Eugene
W. Cunningham, Jr., Esquire Royston,
Mueller, McLean & Reid, LLP 102
West Pennsylvania Avenue, Suite 600 Towson,
Maryland 21204-4575  2


1.12.Landlords
Payment Address the following address for rent payments or such
other address as Landlord may designate in writing from time to time:  c/o DJF, Inc. P.O. Box 264 Phoenix,
Maryland 21131  1.13.PermittedUse commercial
banking and any business permitted by the Regulatory Authorities.  1.14.Permitting
Period the period during which Tenant shall obtain the
permits necessary to construct the Tenant Improvements.  1.15.Premises- the Land and
the Tenant Improvements.  1.16.Regulatory
Approval Period- the period during which Tenant shall obtain the
necessary approvals from applicable governmental regulatory bodies in order to
operate a branch bank office at the Premises.  1.17.Regulatory
Authorities those governmental authorities having jurisdiction
and regulatory power over Tenants operations.  1.18.Rent
Commencement Date- the earlierto
occur of  1)the end of the Construction
Period; or  2)the date Tenant opens for
business with the public at the Premises.  1.19.Renewal
Term See Section 3.2.  1.20.Rent- the payment
of the Annual Rent, Interim Rent and Additional Rent specified in this Lease.  1.21.Tenant
Improvements- the one-story masonry building, building sidewalks
and curbs, building lighting fixtures and conduits, utility connections, paving
and all improvements to be contracted by Tenant on the Land for the Permitted
Use, in accordance with plans and specifications therefor approved in writing
by Landlord (which approval shall not be unreasonably withheld or delayed) and
in accordance with the other terms and conditions of this Lease.  1.22.Tenants
Notice Address the following address for notices or such other
address as Landlord may designate in writing from time to time:  Carrollton
Bank 344
N. Charles Street Baltimore,
Maryland 21201 Attn:
Robert A. Altieri, President  3


With
a copy to:  Rogers,
Moore & Rogers 6
S. Calvert Street Baltimore,
Maryland 21202 Attn:
William C. Rogers, Jr., Esquire  1.23.Term- the Initial Term or the applicable Renewal Term,
whichever is then in effect.  2A.Flood Plan
and Site Plan Submission; Regulatory Approval.  2.1The parties acknowledge that
Baltimore County, Maryland (the County) requires that Tenant submit a flood
plain study of the Land in connection with submittal of Tenants site plan to
begin the County plan review process. Tenant shall promptly commission the
preparation of the flood plain study (the Flood Study) and its site plan with
Frederick Ward Associates, Inc. (FWA) and provide both to County within
sixty (60) days after the Effective Date. In the event that the County fails to
approval Tenants site plan as a result of any Flood Study issues and, as a
result thereof, Tenant elects to terminate this Lease, then Landlord shall
reimburse Tenant the cost of the Flood Study (not exceeding $12,500.00),
provided FWA issues Landlord a letter confirming that Landlord has sole
ownership rights to and use of the Flood Study. In any event, if the County
fails to approve Tenants site plan and Tenant does not, in its exercise of its
sole discretion, modify the site plan to obtain County approval, this Lease
shall terminate promptly upon the issuance of the Countys disapproval.  2.2Additionally, as part of
Tenants submission of its site plan, Tenant will cause an ALTA or boundary
survey of the Land to be prepared (the Land Survey). Upon the filing of
Tenants site plan and Flood Study with the County and provision of a copy of
the final Land Survey to Landlord, Landlord shall reimburse Tenant the cost of
the Land Survey (not exceeding $15,000.00), provided FWA issues Landlord a
letter confirming that Landlord has co-ownership rights to and use of the Land
Survey.  2.3If the County does not
approve Tenants site plan on or before December 1, 2006, then either
party may terminate this Lease prior to issuance of County approval upon
written notice to the other.  2.4Upon County approval of
Tenants site plan, Tenant, at its sole cost and expense, shall file for and
thereafter diligently pursue Regulatory Approval. 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. Furthermore, If Tenant has not received Regulatory
Approval within ninety (90) days after Tenants request is submitted, then
either party may terminate this Lease prior to receipt of Regulatory Approval
upon written notice to the other.  4


2.5Tenant shall provide
Landlord with regular progress reports regarding Tenants pursuant of the
matters described in Sections 2.1, 2.2, 2.3 and 2.4 including providing the
dates of filing of documents with the County and of the request for Regulatory
Approval, together with copies of all filing documents. Tenant shall also provide
copies of all correspondence from the County and Regulatory Authorities,
promptly upon receipt. Tenant shall use its good faith, diligent efforts to
file for, seek and obtain the various approvals required for its construction
and use of the Tenant Improvements.  2.6If the Land is subject to
any mortgage, deed of trust, ground lease, or other encumbrance superior to
this Lease, Tenant shall receive a non-disturbance and attornment agreement
from the mortgagee, ground lessor, or other party holding an interest in the
Premises superior to Tenant, which agreement must be in form reasonably
acceptable to Tenant. If Tenant does not receive the non-disturbance and
attornment agreement under this Section 2.6 within sixty (60) days after
the Effective Date, Tenant may terminate this Lease upon written notice to
Landlord within thirty (30) days thereafter.  2B.Site, Environmental and Soil
Studies.Within sixty (60) days after the Effective Date,
Tenant shall conduct its site review (including availability of utilities),
environmental and soil studies to determine acceptability of the Land for the
Permitted Use. The Land is to be provided in its as is condition, without
warranty or responsibility on Landlords part except (i) that
Landlord shall deliver the Closure Letter in accordance with Section 4.1,
and (ii) for Landlords indemnification obligations under Section 24
hereof.  3.Lease Term.  3.1Initial
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.  3.2Renewals;
Annual Rent During Renewals.As long as (i) Tenant
is not then in monetary default of this Lease nor in non-monetary default of
this Lease beyond any applicable cure period and (ii) Tenant is occupying
a portion of the entire Premises at the time of such election, Tenant may
extend this Lease for four (4) additional periods of five (5) years
each (each a Renewal Term) on the same terms and conditions as
provided in this Lease (except as set forth below), by delivering written
notice of the exercise thereof to Landlord not later than nine (9) months
before the expiration of the then current Term.  (a)After the last scheduled
Renewal Term hereunder, Tenant shall have no further extension options unless
expressly granted by Landlord in writing; and  (b)Landlord shall lease to
Tenant the Premises in its then-current condition at the beginning of each
Renewal Term.  5


Tenants rights under this Section 3.2
shall terminate if (i) this Lease or Tenants right to possession of the
Premises 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.  4.Landlords
Construction Obligations.  4.1Removal of
Tanks and Improvements.Before the Effective Date, Landlord removed
the existing gas pumps, underground fuel tanks and various other improvements
existing on the Land. The removal of the gas pumps and underground fuel tanks
were undertaken in compliance with Maryland Department of the Environment (MDE)
procedures including with the presence of an MDE official. Landlord has been
advised that a closure and no further action required letter (the Closure
Letter) will be issued. Landlord shall be responsible for obtaining the
Closure Letter. If the Closure Letter is not obtained within ninety (90) days
after the Effective Date, then Tenant may terminate this Lease prior to issuance
of the Closure Letter upon written notice to Landlord. Landlord shall not be
liable to Tenant for failure of MDE to timely issue the Closure Letter.  4.2Otherwise
AS IS delivery.Except as provided in Section 4.1 with respect
to Landlords delivery of the Closure Letter, the Land shall be delivered to
Tenant in absolutely AS IS condition, without representation or warranty by
Landlord as to the physical features thereof in any manner whatsoever. Tenant
acknowledges that it accepts delivery of the Land in the condition specified in
this Section 4.2.  5.Tenants
Construction Obligations.  5.1General.Tenant shall
construct or cause to be constructed the Tenant Improvements in a good and
workmanlike manner. All 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 and the contractor or
contractors engaged by Tenant to perform such work shall be subject to
Landlords prior written approval, which approval shall not be unreasonably
withheld or delayed. Tenant shall bear all risk of theft, loss or damage to its
personal property, including building materials stored on the Land or
incorporated into Tenant Improvements, from whatsoever cause, unless such loss
or damage is due to the negligence or willful misconduct of Landlord.  5.2Permitting
Period.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 does
not respond within fifteen (15) days after Tenants submission of the Plans,
the Plans will be deemed approved. After Landlord and Tenant have agreed on
final plans and specifications for the building portion of Tenant Improvements
and Tenant has received the necessary County site plan approvals pursuant to Section 2.3
and the necessary Regulatory Approval pursuant to Section 2.4, Tenant
shall make application to the County for a building permit and to all other
appropriate governmental agencies, quasi-governmental agencies and utility
companies for all permits and approvals necessary to construct the Tenant
Improvements (collectively, Tenants
Permits). Tenant
shall use diligent efforts  6


to obtain the Tenants
Permits on or before August 1, 2007 (this is the Permitting Period). If
Tenant is unable to obtain Tenants Permits by the conclusion of the Permitting
Period, either party may terminate this Lease upon written notice to the other.  5.3Construction
Period.Promptly upon issuance of Tenants Permits, Tenant
shall commence construction of the Tenant Improvements and use its best efforts
to complete the same within one hundred twenty (120) days after issuance of
Tenants Permits (this 120 day period is the Construction Period). Whether or
not Tenant has completed Tenant Improvements by the conclusion of the Construction
Period, the Rent Commencement Date shall begin not later than the end thereof.  5.4Interim
Payments to Landlord.During the Construction Period, Tenant shall
pay interim rent to Landlord of $2,500.00 per month.  6.Use ofPremises.  6.1Throughout the Term, Tenant
shall use the Premises solely for the Permitted Use or in the event of
assignment or sublease of the Premises (so long as Tenant remains liable under
this Lease), for any legally permitted use.  6.2Upon substantial completion
of the Tenant Improvements and the obtaining of all necessary use and occupancy
permits, Tenant shall occupy the Premises and promptly open for business.  6.3Tenant 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
Baltimore County, Maryland and of the Landlords insurers, pertaining to the
Premises, the improvements thereon or their use, occupancy or maintenance.  6.4Tenant will comply with all
provisions of the Americans With Disabilities Act (the ADA) with respect to the Premises.  7.Rent.  7.1Commencing 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.  7.2Whenever under the terms of
this Lease any sum of money is required to be 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  7


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.  7.3All rent under this Lease
shall be paid to Landlord at Landlords Payment Address.  8.Repair and
Maintenance Obligations.  8.1Except for matters pertaining
to hazardous materials addressed elsewhere in this Lease, Landlord shall have
no obligation to repair, maintain or address any condition with the Land.
Except as set forth in the preceding sentence, Tenant shall be solely
responsible for the repair, maintenance and upkeep of the Land and, with
respect to the Tenant Improvements, the repair and maintenance thereof, in good
condition and repair and in compliance with all applicable governmental
regulations, for the entire Term of the Lease.  8.2Without limiting the
provisions of Section 8.1, Tenant shall perform all grass cutting,
landscaping, upgrades to or replacements of the Tenants Improvements as may be
necessary in connection with the use and occupancy thereof and/or as may be
required to comply with all applicable governmental regulations.  9.Taxes and Assessments.  9.1During 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 Premises, including taxes on
rents (whether imposed on Landlord or Tenant), but excluding taxes identified
as income taxes.  9.2All sums payable by Tenant
under this Section 9 shall be paid prior to accrual of interest or penalty
for nonpayment. With respect to real estate taxes and/or special and benefit
assessments and other charges assessed separately and directly to Tenant,
Tenant shall furnish Landlord with evidence of payment in the form of copies of
the paid 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 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.  9.3Upon the Rent Commencement
Date, the parties shall take such action as may be necessary or appropriate in
order that proposed assessment notices and separate tax bills  8


for
the Premises 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 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 prior written notice of said proceedings. 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.  9.4Nothing 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.  10.Utilities.  10.1Beginning on the date that
Tenant enters the Land for construction of the Tenant Improvements, Tenant
shall pay, when due, all consumption charges for all utility services furnished
to the Premises.  10.2Landlord shall not be liable
to Tenant for damages because of interruptions in utility services unless such
interruption is due to the negligent or willful act of Landlord, its employees,
agents, contractors, or subcontractors. No interruption in utility service shall
cause any abatement in Tenants obligation to pay Rent.  11.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 servicing the Premises 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, at the end of the Term or sooner
expiration of this Lease, become the property of Landlord and remain upon the
Premises.  12.Trade Fixtures.  All
furniture, counters, business machinery, banking equipment, computers
(regardless of the manner of installation), and interior removable partitions
placed upon the Premises during the Term of this Lease, 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  9


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 of this Lease all Tenant
Improvements, other than the above (which shall be the property of the Tenant
and shall be timely removed by Tenant) shall become the property of Landlord.  13.Signs.  Subject
to Landlords prior approval as to design, location, height and color (which
approval shall not be unreasonably withheld or delayed), Tenant shall be
entitled to install and maintain on the Premises, at its cost and expense,
permanent professionally prepared signs containing Tenants trade name or logo
(and/or those of its subsidiaries and affiliates conducting business from the
Premises) so long as such signs comply with applicable law. Subject to
Landlords prior written approval (which approval shall not be unreasonably
withheld or delayed) as to design, location, height and color, Tenant may, if
permissible under applicable governmental sign regulations, construct a free
standing pylon sign on the Premises as well. Tenant may also, if permissible
under applicable governmental regulations, install a corporate -standard
environmental surround and/or shield for each of Tenants automatic teller machines
(ATM).  14.Landlords Access.  Landlord
and its duly authorized representatives may enter the Premises only upon
reasonable advance notice to Tenant and subject to Tenants security
requirements (including the requirement for Landlords representative to be
escorted at all times by Tenants representative), to inspect the Premises and
to rectify defaults of Tenant pursuant to the rights granted to Landlord under Section 25.2
(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);
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 Premises or compromise security of the Premises andprovided furtherthat
Tenant consents to Landlords immediate entry (without prior notice and escort)
if an emergency occurs as reasonably determined by Landlord. Landlord shall promptly
restore any disturbance to the Premises caused by any work performed by
Landlord on the Premises. Landlord may bring upon the Premises all things
reasonably necessary to perform any work done in the Premises pursuant to this Section 14.
Nothing herein contained shall be deemed or construed to impose upon Landlord
any obligation or responsibility whatsoever for the care, maintenance or repair
of the Premises, except as otherwise specifically provided in this Lease.  15.Rules and Regulations.Tenant further
warrants, represents, covenants, and agrees to:  15.1Keep the Premises (including
exterior and interior portions of all windows, doors and all other glass) in a
neat and clean condition;  15.2Pay before delinquency any
and all taxes, assessments and public charges levied, assessed, or imposed upon
Tenants business or upon Tenants fixtures, furnishings or  10


equipment in the Premises
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 Premises;  15.3Not 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 Premises;  15.4Except for newspaper vending
machines, not use the parking areas, sidewalks adjacent to or any other space
outside the improvements constructed on the Premises 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 nor the
placement of outdoor smoking receptacles for use by Tenants employees and
customers;  15.5Not use any advertising
medium or sound devices inside the improvements constructed on the Premises
that may be heard outside the Premises, 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;  15.6Not use the plumbing
facilities in the Premises 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;  15.7Not use for any purpose all
or any portion of the roof or exterior walls of the Premises other than for
Tenants signs as provided in this Lease; and  15.8Not 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.  16.Indemnification.  16.1Tenant 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 is caused by or arises (i) out of or in connection with
Tenants use or occupancy of the Premises 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 reasonable
counsel fees) described in the preceding sentence that result from the
negligence of Landlord, its agents, employees, servants, or contractors and
Landlord shall indemnify and save Tenant harmless from any claims, actions,
demands, damages, liability and expenses (including reasonable attorneys fees)
resulting from such negligence..  11


17.Insurance and Casualty.  17.1Property
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), less a reasonable deductible, and covering against loss from fire and
perils including Basic Form Causes of Loss. Such policy shall name Tenant
and Landlord as insured as their interests may appear. During the Term, Landlord
shall, at its expense, maintain insurance on any improvements on the balance of
the Center for one hundred percent (100%) of the full insurable value, less a
reasonable deductible, (written on a replacement cost basis) and covering
against loss from fire, and perils including Basic Form Causes of Loss
written on an agreed amount basis.  (a)Restoration
After Casualty Loss.In the event of casualty damage to the
Premises, 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 and diligently pursue the restoration of the Tenant
Improvements as herein required within one hundred eighty (180) days after the
date of casualty, 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 net
insurance proceeds received, or (b) raze and demolish any remaining Tenant
Improvements and pave the Land, paying any excess insurance proceeds to Tenant.
Notwithstanding anything to the contrary set forth in this Lease, if the Tenant
Improvements, or any additions, replacements, or alterations thereto, shall be
substantially damaged or destroyed by casualty during the final year of the
Initial Term or during the final year of any Renewal Term unless Tenant
exercises or has exercised an available renewal option, then this Lease shall
terminate as of the date of such damage or destruction and all insurance
proceeds shall be paid solely to Landlord. Except as provided in the preceding
sentence, no casualty shall affect the obligation of Tenant to pay Rent under
this Lease for the entire Term hereof.  During
all periods when Tenants use of the Tenant Improvements is limited due to
repair or casualty, Tenant may place or erect temporary facilities on the Land
for its operations, provided such temporary facilities comply with all
governmental requirements.  17.2Liability
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 public liability
insurance, automobile liability insurance, boiler liability insurance and
sprinkler damage liability insurance, covering bodily injury and property
damage occurring on the Premises, including contractual liability coverage for
Tenants indemnity obligations under this Lease with a limit of not less than
One Million Dollars ($1,000,000.00) for bodily injury and death and for property
damage and with not less than Two Million Dollars ($2,000,000.00) 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  12


shall, at Landlords option,
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.  17.3General
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 sending 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 of Maryland 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
carried under a policy commonly known as a blanket policy. Within ten (10) days
after the Landlords Delivery Date and prior to any entry upon the Premises by
Tenant, its agents or contractors, Tenant shall furnish to Landlord copies
and/or certificates of the insurance policies required to be carried by it
under this Section 17. Within ten (10) days after the Landlords
Delivery Date, Landlord shall furnish to Tenant copies and/or certificates of
the insurance policies requires to be carried by it under this Section 17.  17.4Workers
Compensation Insurance.Landlord and Tenant and any contractors
employed or engaged by Landlord or Tenant shall obtain, keep in force and pay
for workers compensation insurance as required by law.  18.Eminent Domain.  18.1If the Premises is condemned
in whole or in part under the power of eminent domain, this Lease shall
terminate as to the part condemned on the date title or possession vests in the
condemning authority, whichever is first. As used herein, the terms condemnedand condemnationinclude 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
Premises 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.  18.2If any condemning authority
notifies Landlord of a proposed condemnation of any part of the Land, 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 Premises. If any part of the improved  13


portion
of the Land is the subject of the proposed condemnation which will result, in
Tenants reasonable opinion, in a material adverse impact on Tenants ability
to operate its business, Tenant shall have one hundred twenty (120) days after
the date of such notice in which to elect to cancel this Lease effective upon
taking of possession pursuant to the condemnation. If Tenant gives written
notice of such election within such one hundred twenty (120) 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
Premises under Section 18.1 above. If Tenant does not make a timely
election to cancel this Lease, then this Lease shall continue in effect without
adjustment to the Annual Rent.  18.3In the event of the
condemnation of all or any part of the Land, Tenant shall not be entitled to
share in any part of the condemnation award, including consequential damages,
for the taking of its leasehold estate, whether or not this Lease is terminated
under the provisions of this Section 18 by reason of such condemnation.
Tenant shall, however, be entitled to (i) a portion of any condemnation
award attributable to the Tenant Improvements and (ii) any separate award
obtained by Tenant from the condemning authority for moving expenses, loss of
trade fixtures, and loss of business. If this Lease is terminated, any
condemnation award attributable to the Tenant Improvements shall be allocated
between Landlord and Tenant in the same ratio as the reversionary interest of
Landlord in the Tenant Improvements bears to the then fair market value of the
Tenant Improvements. In the event that this Lease is not terminated, then all
proceeds attributable to the Tenant Improvements shall be made available to
Tenant for restoration.  19.Assignment and Subletting.  19.1Except as provided in Section 19.2
below, Tenant shall not assign this Lease in whole or in part without
Landlords prior written approval, which approval shall not be unreasonably
withheld or delayed. No Landlord consent shall be required for any subleasing
of the Premises, in whole or in part, by Tenant provided that Tenant shall
provide Landlord with advance written notice of the possession by any third
party pursuant to any sublease. 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 Landlord at anytime
consents in writing to any assignment as defined in and prohibited by this Section 19,
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 contrary to the
provisions of this Section 19, 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.  19.2Notwithstanding anything
contained in Section 19.1 to the contrary, Tenant may, at any time,
without the consent of Landlord 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 any  14


such assignment or transfer,
the assignee shall assume in writing the performance and observance of all the
terms and conditions of this Lease.  19.3No assignment or sublease
shall relieve Tenant from any of its obligations under this Lease.  20.Mechanics Liens and Other
Liens.  20.1If any mechanics or other
lien is filed against the Premises 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 Premises 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 and 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 20
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.  20.2Tenant shall not permit the
Premises to be subjected to any statutory lien or any other lien or encumbrance
that might obtain priority over Landlords interest in the Premises or be in
parity therewith by reason of any act or omission on the part of Tenant or any
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 Premises, 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.  21.Quiet Enjoyment.  So
long as no default exists beyond any applicable cure period Tenant shall have
the peaceful and quiet use of the Premises, 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.  22.Right to Mortgage; Attornment.  22.1Landlords
Right to Mortgage.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 Landlords reversionary interest in the
Premises or any improvements thereon 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. As a condition to the granting of any such mortgage or security
interest, however, Landlord shall  15


obtain from the mortgagee or
other lender or creditor, a non-disturbance agreement recognizing Tenants
rights under this Lease.  22.2Attornment.When requested by Landlord, Tenant shall promptly execute an agreement
with any mortgagee or prospective mortgagee, or purchaser or prospective
purchaser, of Landlords estate in the Premises, under which Tenant agrees, in
the event that any such person succeeds to the interest of Landlord under this
Lease, to attorn to such person as its landlord, as long as such person
executes such agreement for the purpose of recognizing Tenants rights under
this Lease.  22.3Tenant
Financing.Tenant shall be permitted, from time to time, to
mortgage or otherwise finance its leasehold interest in the Premises. In no
event, however, shall any such mortgage or other financing encumber Landlords
fee interest or affect Tenants obligations under this Lease.  23.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.  24.Environmental Matters.  24.1Ifat any time any Hazardous Materials are determined to be located on, in
or affecting the Land and the presence of such Hazardous Materials is the
result of introduction onto the Land by Landlord, any condition existing prior
to the Effective Date, any migration from adjoining parcels or from any other
cause other than that described in Section 24.4 below (collectively
Landlords Responsibility), then Landlord shall (y) within thirty (30)
days after written notice from Tenant or any governmental authority of the
presence thereof, take or cause to be taken, at its sole expense, such actions
as may be necessary to remediate the contamination caused by the presence of
Hazardous Materials, and (z) within thirty (30) days after written demand
therefor, reimburse Tenant for any amounts expended by Tenant (i) to
remediate the contamination caused by the presence of Hazardous Materials with
respect to the Premises if Landlord has failed to do so after notice and
reasonable opportunity to do so, or (ii) in connection with any judicial
or administrative investigation or proceeding relating thereto, including,
without limitation, reasonable attorneys fees, fines, or other penalty
payments. If Landlord fails  16


to take, or cause to be
taken, such actions as may be required by this Section 24.1 within ninety
(90) days after Tenants written demand, Tenant shall have the right to
terminate this Lease upon written notice to Landlord, provided that if the
required action is diligently undertaken by Landlord but cannot be completed
within the 90 day period and Tenants use and operation of the Premises is not
materially, adversely affected by the delay, then Landlord shall have such
additional time as may be reasonably necessary to complete the required action.
During any period where Tenant cannot operate from the Premises, then Rent
shall abate; otherwise, no abatement of Rent shall occur during Landlords
required actions. In no event shall Landlord be liable to Tenant for any
damages resulting from any closure of Tenants business, Tenants remedies
being limited to abatement of rent during periods of closure and/or termination
of the Lease if Landlord does not timely provide the required action. Landlord
shall indemnify and hold Tenant harmless from and against any loss or damages
arising from Landlords failure to perform Landlords Responsibility.  24.2Landlord will provide Tenant
with copies of all notices Landlord receives from any governmental authority
regarding environmental matters in respect of the Premises.  24.3During the Term of this
Lease, Tenant shall: (1) keep the Premises (including the Land, surface
water, ground water, and improvements to the Land) 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 Premises; provided, however, thatTenant shall be
permitted to maintain and use on the Premises 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 and used and otherwise in accordance with all applicable laws.  24.4Tenant 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 Premises 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)
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 Premises during the Term
that results from the acts or omissions of Tenant, its subtenants, agents,
employees, contractors, or invitees (including, but not limited to,
contaminated soil, buildings, facilities and/or ground water) or which
introduction is not the result of Landlord Introduction; 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 reasonably 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.  17


24.5Tenant 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
have as tenant or landlord, respectively, of the Premises under this Section 24,
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 Premises during the Term.  25.Defaults and Remedies.  25.1Defaults
by Tenant.If Tenant  (a)defaults in the payment of
Annual Rent and Additional Rent payable under this Lease, and such default
continues for more than ten (10) days after receipt of written notice
thereof; 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 it hereunder to lapse or to be cancelled and
does not cause such insurance to be replaced within ten (10) 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,  then, in any of such
foregoing events, Landlord may, at its option, (i) terminate this Lease
and reenter the Premises or (ii) reenter the Premises without terminating
this Lease, and, using due care, assume custody and control thereof for the
purpose of protecting the Premises and/or for reletting the Premises 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 Premises and shall be entitled to the benefit of all
provisions of the public general laws of Maryland and the public local laws and
ordinances of Baltimore 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 and
expenses, paid or incurred by Landlord in connection with: (1) obtaining
possession of the Premises; (2) removal and storage of Tenants or other
occupants property; (3) care, maintenance and repair of the Premises
while vacant; (4) re-letting the whole or any  18


part
of the Premises; and (5) repairing, altering, renovating, partitioning,
enlarging, remodeling or otherwise putting the Premises into condition
acceptable to, and reasonably necessary to obtain new tenants.  25.2Other
Remedies for Tenant Default.In addition to the remedies
available to Landlord in the preceding Section 25.1, 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; provided, however,that
except in the case of an emergency, Landlord shall not make any payment or
cause the performance of any act to cure such default without giving Tenant
fifteen (15) days notice of Landlords intention to do so. 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 and privacy requirements, Landlord may enter the Premises
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 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.  25.3Late
Fee.In the event that any installment of Rent is not paid within five (5) days
of the due date, Landlord may impose a late fee equal to five percent (5%) of
the amount of the delinquent installment. Payment of such late fee, if imposed
by Landlord, shall be a condition to Landlords obligation to accept any
delinquent installment of Rent. Any late fee shall not be deemed a penalty but
a payment to defray the administrative cost to Landlord of addressing Tenants
delinquency.  25.4Payment
of Landlords Costs.If Landlord files an action against Tenant to
collect Annual Rent or Additional Rent payable under this Lease or any other
sum for which Tenant is legally liable to Landlord, and a judgment is rendered
for Landlord with respect thereto, then Tenant shall pay all reasonable
attorneys fees and out of pocket costs of collection incurred by Landlord in
such action.  25.5Waiver
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
Premises, whether for safekeeping or collateral, and whether in its vaults,
safe deposit boxes, night depository, or safes.  19


25.6Landlord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
Premises, 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, including reasonable
attorneys fees, 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 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 diligently pursues the same, Landlord shall
be permitted an additional reasonable period of time in which to cure the
default before Tenant exercises Tenants remedies under this Section 25.6.  26.Bankruptcy
or Insolvency.  If any transfer of Tenants interest in the Premises 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
ninety (90) 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 (except by merger), 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 Premises; but notwithstanding such termination, Tenant shall
remain liable for all rent and damages, suffered or incurred by Landlord.  27.Miscellaneous
Provisions.  27.1Notices.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.  27.2Successors
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.  20


27.3Effect
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.  27.4Date
of Termination.If this Lease is terminated under any provision
hereof, the parties shall, at the request of either, stipulate the termination
date in a written agreement to be executed and acknowledged by the parties.  27.5Severability.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 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.  27.6Final
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.  27.7Governing
Law.The parties agree that this Lease shall be construed in accordance with
the Laws of the State of Maryland.  27.8Liability
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 Center for the satisfaction of any remedies
of Tenant in the event of a breach by the Landlord of any of its obligations
hereunder.  27.9Brokers.Tenant warrants that it employed no broker or agent concerning the
renting of the Premises. Similarly, Landlord warrants that there was no broker
or agent acting on behalf of Landlord and instrumental in consummating this
Lease. Each party shall indemnify and hold harmless the other party from and
against any claims for other brokers or other commissions arising by reason of
a breach by such party of the foregoing warranty.  27.10No
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 Premises and nothing contained in this Lease shall be construed
to be or to create a partnership or joint venture between Landlord and Tenant.  21


27.11Recording.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.  27.11Force
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, labor troubles or
disputes, inability to procure or shortage of materials or labor, failure of
power or utilities, delay in transportation, fire, vandalism, accident, flood,
severe weather, other casualty, governmental requirements (including mandated
changes in the Plans or the Tenant Improvements resulting from changes in
pertinent governmental requirements or interpretations thereof), riot,
insurrection, civil commotion, sabotage, explosion, war, natural or local
emergency, acts or omissions of others, or other reasons of a similar or
dissimilar nature not solely the fault of, or under the exclusive 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 the period of such
delay.  27.12Landlord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
reasonable judgment or discretion exercised in good faith and shall be
delivered in writing and, accordingly, such approval will not be unreasonably
withheld, delayed or conditioned by Landlord.  27.13Time
of Essence.Time is of the essence with respect to the
performance of every covenant and condition of this Lease.  27.14Waiver
of Jury Trial.LANDLORD AND TENANT IRREVOCABLY WAIVE THEIR
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 PREMISES.  22


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:SCOTTS
  CORNER LLLP, a Maryland limited liability limited partnership/s/ [ILLEGIBLE]
  
  By:
  /s/
  Daniel J. Feeley
  (SEAL)Name:
  Daniel
  J. FeeleyTitle:
  General
  PartnerTENANT:CARROLLTON
  BANK, a Maryland state chartered commercial bank/s/ Kim John
  
  By:
  /s/
  Robert A. Altieri
  (SEAL)Robert
  A. Altieri, President  23


STATE
  OF MARYLAND
  ))
  SS:COUNTY OFBALTIMORE
  )  I HEREBY CERTIFY that on this 13thday of January,
2006, before me, the undersigned officer, personally appeared Daniel J.
Feeley, who acknowledged himself to be the General Partner of Scotts Corner
LLLP, a Maryland limited liability limited partnership, 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 General
Partner.  IN WITNESS WHEREOF I hereunto set my hand and Notarial Seal.  [ILLEGIBLE]Notary PublicMy
  Commission expires12/01/06   [SEAL]STATE
  OF MARYLAND
  ))
  SS:CITY/COUNTY OFBALTIMORE
  )  I HEREBY CERTIFY that on this 5th day of January, 2006, before me, the
undersigned officer, personally appeared Robert 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 President.  IN WITNESS WHEREOF I hereunto set my hand and Notarial Seal.  /s/ Ivanna TelukNotary PublicMy Commission expires:
  7-1-06  24