**Exhibit10.21**

LEASE

This Lease is madeas of the 27 day of APRIL, 2006, by and between ARBUTUS SHOPPING CENTER LIMITEDPARTNERSHIP, with an office c/o AmCap, Incorporated, 1281 E. Main Street,Stamford, CT 06902 (“Landlord”) and CARROLLTON BANK, a commercial bankinginstitution organized and existing under the laws of the state of Maryland,having an address at 344 North Charles Street, Suite 300, Baltimore, MD 21201 (“Tenant”).

ARTICLE1.   FUNDAMENTAL LEASE PROVISIONS

Section1.1   Fundamental Lease Provisions.   Thefundamental provisions of this Lease (the “Fundamental Lease Provisions”) areas follows:

ShoppingCenter:   The premises (including land and buildings thereon andany extensions thereof or additions thereto) generally known as the Arbutus ShoppingCenter on Maiden Choice Lane in Arbutus, Maryland.

Tenant’s Trade Name:         CARROLLTON BANK

LeasedPremises:   Those premises located in the Shopping Center,currently consisting of the Ground Leased Premises together with Tenant’simprovements constructed thereon as well as the In-Line Leased Premises(collectively, the Leased Premises) crosshatched on Exhibit A attached heretoand made part hereof.

Square Footage:   Approximately 8,436 square feet total

PermittedUse:   Said Leased Premises are leased only for the conduct andoperation of a commercial bank with drive-through facilities, and for no otheruses or purposes.

Lease Commencement Date:              May 1, 2006

Rent Commencement Date:                May 1, 2006

Lease Term:           The Lease Commencement Date throughthe Lease Termination Date.

Extension Option:                Four (4) five-year periods (seeAddendum)

Lease Termination Date:     April 30, 2011

Lease Year:            The first Lease Year shall commenceon the Lease Commencement Date and shall end on April 30, 2007, and eachsucceeding Lease Year shall run concurrently with each succeeding period oftwelve (12) months of the term of the Lease.

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| Minimum Rent: | ** ** | ** ** | ** ** | **Monthly Installment** | ** ** |
|--------------------|------------|------------|------------|------------------------------|------------|
| 5/1/06-4/30/07:    |       | $          | 210,900.00 |                         | $          | 17,575.00 |   |
| 5/1/07-4/30/08:    |       | $          | 217,227.00 |                         | $          | 18,102.25 |   |
| 5/1/08-4/30/09:    |       | $          | 223,743.81 |                         | $          | 18,645.32 |   |
| 5/1/09-4/30/10:    |       | $          | 230,456.12 |                         | $          | 19,204.68 |   |
| 5/1/10-4/30/11:    |       | $          | 237,369.81 |                         | $          | 19,780.82 |   |

 

Percentage Rent rate:          None

Security Deposit:                 None

Promotion Charge Rate:      None

Broker:   AmCap, Inc.

Section 1.2             Effect of Reference toFundamental Lease Provisions.   Each reference in this Leaseto any of the Fundamental Lease Provisions shall be construed to incorporateall of the terms provided under each such Fundamental Lease Provision.

ARTICLE 2.   PREMISES AND TERM

Section 2.1             Lease of Leased Premises.   Landlordhereby leases Tenant, and Tenant hereby leases from Landlord, the LeasedPremises which shall include a non-exclusive license to use the common areas ofthe Shopping Center (the “Leased Premises”).

Section 2.2             Term.   Theterm of this Lease shall be the Lease Term.

ARTICLE 3.   RENT

Section 3.1             Minimum Rent.   Tenantshall pay to Landlord the Minimum Rent due for each Lease Year, without notice,demand, setoff or deduction, in equal monthly installments, in advance, on thefirst day of each and every month of the Lease Term commencing on the RentCommencement Date.  If the Lease Termshall commence on a date other than the last day of the month, the Minimum Rentshall be prorated for such fraction of a month based on the actual number ofdays in such month.

Section 3.2             Additional Rent.   Allpayments and charges of any nature whatsoever due from Tenant under the termsof this Lease, including, without limitation, all payments to be considered tobe additional rent due hereunder.

ARTICLE 4.   NET LEASE

Section 4.1             Net Lease.   Thisis intended to be a net lease, so that all Minimum Rent and additional rentprovided for herein shall be received by Landlord free and clear of anyoffsetting costs or expenses relating to the Shopping Center, whether capitalin nature or not, except as set forth in Section 4.2.  Accordingly, Tenant shall be responsible forand obligated to pay Tenant’s Share of all costs and expenses incurred by or

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on behalf of Landlord inconnection with the ownership and operation of the Shopping Center, excludingonly those costs set forth in Section 4.2.

Section 4.2             Landlord’s Cost.   Tenantshall not be responsible for certain income taxes expressly excluded fromTenant’s responsibility in Section 5.2, the cost of construction of newbuilding areas, the cost of initial improvements to premises leased to tenantsof the Shopping Center other than Tenant, leasing commissions, ground rent anddebt service payable under any Mortgage (as hereinafter defined).

ARTICLE 5.   REAL ESTATE TAXES

Section 5.1             Tenant’s Payments.   Tenantshall pay to Landlord, as additional rent, Tenant’s Share (as defined inSection 6.1) of all Real Estate Taxes (as defined below).

Section 5.2             Definition of Real Estate Taxes.   “RealEstate Taxes” shall mean all real estate taxes, assessments, water and sewerrents (except water meter charges and sewage charges based on usage) and othergovernmental impositions and charges of every kind and nature whatsoever,extraordinary as well as ordinary, general and special, foreseen andunforeseen, including those for public improvements or otherwise, which shallor may, during the Lease Term, be assessed against, levied or imposed upon,become a lien upon, or become due and payable in connection with the ownership,use, occupancy or possession of the Shopping Center or any part thereof and anyexpenditure incurred by Landlord in the contest or protest of any Real EstateTax or assessed valuation, when incurred. Real Estate Taxes shall not include any inheritance, estate, succession,transfer, gift, franchise, corporation, or income or profit tax that is or maybe imposed upon Landlord; provided, however, that if, at any time after thedate hereof, the methods of taxation shall be altered so that, in lieu of, oras a substitute for, or in addition to, the whole or any part of the taxes nowlevied, assessed or imposed on real estate as such, there shall be levied,assessed or imposed (i) a tax on the rents received from such real estate, or(ii) a license fee measured by the rents receivable by Landlord from theShopping Center or any portion thereof, or (iii) a tax, license fee or othercharge imposed upon Landlord which is otherwise measured by or based in wholeor in part upon the Shopping Center or any portion thereof, or (iv) if anincome or franchise tax is imposed upon Landlord in addition to the taxes nowlevied, assessed or imposed on real estate, then the same shall be included inthe computation of Real Estate Taxes, provided the Shopping Center is the onlyproperty of Landlord subject to such tax or fee.

Section 5.3             Estimated Tax Payments.   Oneach date that an installment of Minimum Rent is due, Tenant shall pay toLandlord an amount equal to 1/12 of Tenant’s Share of the estimated Real EstateTaxes (as determined by Landlord) next due for the Shopping Center (or suchother fraction as Landlord determines to be needed) to assure that prior to thedue date of Real Estate Taxes due for the Shopping Center Landlord shall havereceived from Tenant funds sufficient to pay Tenant’s Share in full.  Landlord shall provide Tenant with a copy ofeach tax bill for the Shopping Center and a statement setting forth the amountdue from Tenant as Tenant’s Share.  Ifthe amount due from Tenant exceeds the amount of the estimated paymentscollected from Tenant, Tenant shall pay the difference to 

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Landlord within ten (10)days of the receipt of such statement. If the amount of estimated payments exceeds the amount due, Landlordshall credit such difference to the next installment or installments orestimated payments due under this Section. If the Lease Term shall commence or expire on a date other than thefiscal year end for any such tax, Tenant’s Share for each fraction of a fiscalyear shall be prorated.

Section 5.4             Right to Contest Real EstateTaxes.   Landlord shall be under no duty or obligationwhatsoever to protest or contest any assessed valuation or Real Estate Taxassessed against the Shopping Center or the Leased Premises.  If Landlord shall elect to contest anyassessed valuation or Real Estate Tax, no such contest by Landlord shall giveTenant the right to withhold or reduce any payment or estimated payment of RealEstate Taxes due under this Lease.  IfLandlord shall receive a refund of Real Estate Taxes for which Tenant has paidTenant’s Tax Payment, Tenant shall receive its prorate share thereof afterdeducting all costs, fees and expenses incurred by Landlord in connection withobtaining such refund, and not previously charged to Tenant.  Tenant shall have no right whatsoever toprotest or contest any assessed valuation or Real Estate Tax assessed againstthe Shopping Center or the Leased Premises.

ARTICLE 6.   COMMON CHARGES

Section 6.1             Tenant’s Payments.   Tenantshall pay to Landlord as additional rent the fraction represented by SquareFootage of the Leased Premises (8,436 square feet on the Rent CommencementDate) divided by the total first floor leasable square footage in the ShoppingCenter (91,434 square feet as of the Rent Commencement Date) as determined byLandlord from time to time (“Tenant’s Share”) of all Common Charges (as definedbelow).

Section 6.2             Definition of Common Charges.   “CommonCharges” shall mean all costs and expenses incurred by Landlord or Landlord’semployees, agents or contractors, either pursuant to this Lease or otherwise,arising from or in connection with or as a result of the operating, equipping,policing, protecting, lighting, providing sanitation, sewer and other services,insuring, maintaining, repairing and replacing the Common Areas (as hereinafterdefined), all buildings and improvements within the Shopping Center and allother areas and facilities of the Shopping Center.  Common Charges shall include, but shall notbe limited to:    (i) the maintenance, repair and replacement ofall roofs, exterior walls and other structural and exterior portions of theShopping Center, curbs, gutters, sidewalks, pylons and signs, drainage andirrigation ditches, conduits and pipes, utility systems (permanent and temporary),sewage disposal or treatment systems, public toilets and sound systems whetherwithin or without the Shopping Center; (ii) the removal of trash, snow and ice;(iii) landscaping; (iv) supplies; (v) licensing, permits, service and usagecharges; (vi) obtaining and maintaining the insurance policies described inSection 10.3 of this Lease and the cost of any insured event deductible amountsunder such policies; (vii) the settlement or disposition of any claims againstLandlord to the extent the same are not covered by insurance; (viii) allcapital expenditures together with reserves for capital improvements requiredby the holder of any Mortgage; (ix) the repaving, restriping, regrading andgeneral maintenance of parking areas; 

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(x) compliance with allrules, regulations and orders of governmental authorities pertaining to theShopping Center, including those pertaining to traffic control, engineering andenvironmental issues, air pollution control and the cost of monitoring airquality; (xi) (intentionally deleted); (xiii) licensing and permit fees andtaxes; (xiv) audit fees and expenses and other costs and expenses of enforcingthe rules and regulations established by Landlord for the Shopping Center; (xv)the cost, lease payment or depreciation of any equipment used in the operationor maintenance of the Shopping Center; (xvi) total compensation and benefits(including premiums for workers’ compensation or any other insurance or otherretirement or employee benefits, and including all costs incurred in providingsuch benefits) paid to or on behalf of employees involved in the performance ofthe work specified in this Section or employees otherwise providing services totenants or customers of the Shopping Center whether on or off site; (xvii) themaintenance, repair and operation of any mall or enclosed common area; (xviii)the costs of performance of all of Landlord’s obligations pursuant to thisLease or as contemplated herein except those costs set forth in Section 4.2;(xix) other costs and expenses incurred in connection with the operation andmanagement of the Shopping Center;  plus(xx) an amount equal to fifteen  percent(15%) of all of the foregoing costs and expenses to compensate Landlord foradministrative and overhead expenses. Common Charges shall include costs and expenses for services, equipmentor materials furnished by Landlord or its affiliates, including managementfees, provided the same are furnished at rates similar to those generally paid.

Section 6.3             Estimated Payments.   Oneach date that an installment of Minimum Rent is due, Tenant shall pay toLandlord an amount equal to 1/12 of the estimated Common Charges (as determinedby Landlord) for the calendar year in which such payment is made.  On or before March 1 of each year, Landlordshall provide Tenant with a statement setting forth Tenant’s Share for thepreceding calendar year and the amount of estimated Common Charges paid bytenant during such year.  If the amountdue from Tenant exceeds the amount of the estimated payments, Tenant shall paythe difference to Landlord within ten (10) days of the receipt of suchstatement.  If the amount of estimatedpayments exceeds the amount due, Landlord shall credit such difference to thenext installment or installments of estimated payments due under this Section.  Landlord’s failure to provide such statementby the date provided under this Section shall in no way excuse Tenant from itsobligation to pay Tenant’s Share of the Common Charges or constitute a waiverof Landlord’s right to bill and collect Tenant’s Share of Common Charges fromTenant in accordance with this Section. If the term of the Lease shall commence on a day other than January 1 orexpire on a day other than December 31, Common Charges due from Tenant for suchfraction of a calendar year shall be prorated. During any year, Landlord, from time to time, may revise its estimate ofthe Common Charges which will be due for that year and the monthly payments tobe made by Tenant on account thereof.

ARTICLE 7.   USE OF PREMISES

Section 7.1             Permitted Use.   TheLeased Premises shall be occupied and used by Tenant solely for the PermittedUse and for no other use or purpose.

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Section 7.2             Operation of the Leased Premises.   Tenantshall use, occupy and operate the entire Leased Premises continuously andwithout interruption during the Lease Term, shall not abandon or vacate theLeased Premises, shall not permit, license, or suffer the occupancy of anyother party in the Leased Premises and shall:

a.   Keepthe Leased Premises open for business continuously and without interruption atleast from 9:00 a.m. to 5:00 p.m. Monday through Friday and 9:00 a.m. to 12:00p.m. Saturday, or such other hours as Landlord may reasonably designate, unlessprohibited by applicable laws or regulations;

b.   Operateits business as a financial institution in a manner as will enhance theShopping Center;

c.   (intentionallydeleted);

d.   Erectno displays outside the Leased Premises or in any way obstruct the CommonAreas;

e.   Loador unload all supplies, fixtures, equipment and furniture and cause thecollection of rubbish only through the rear service door or doors of the LeasedPremises;

f.   Keepthe Leased Premises in a safe, clean and proper manner; and not permit anyrubbish or refuse of any nature to accumulate in the Common Areas;

g.   Keepthe Leased Premises free from vermin;

h.   Preventthe Leased Premises from being used in any way which will injure the reputationof the same or of the Shopping Center or from being used in any way which maybe a nuisance, annoyance, inconvenience or damage to the other tenants oroccupants of the Shopping Center, including, without limitation, noise by theplaying of any musical instrument or radio or television or the use of amicrophone, loud speaker, electrical equipment or other equipment which may beheard outside the Leased Premises;

i.   Notviolate the exclusive covenants of any other tenant in the Shopping Center; and

j.   Abideby all rules and regulations established by Landlord, from time to time, withrespect to the Common Areas, the Shopping Center, and the operation of theLeased Premises.

Section 7.3             Radius Restriction.   (intentionallydeleted).

Section 7.4             Compliance with Laws.   Tenantshall not use or occupy or suffer or permit the Leased Premises or any partthereof to be used or occupied for any purpose contrary to law or the rules orregulations of any public authority or the requirements of any insuranceunderwriters or rating bureaus or in any manner so as to increase the cost of insuranceover and above the normal cost of such insurance for the Permitted Use for thetype and location of the building of which the Leased Premises are a part.  Tenant shall promptly obtain all permits andlicenses required by and otherwise comply with all present and future laws(including Environmental Laws as defined in Section 32.4), regulations or rulesof any local, county, state, 

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federal and othergovernmental authority and any bureau or department thereof, and of theNational Board of Fire Underwriters or any other body exercising a similarfunction which may be applicable to the Leased Premises or Shopping Center,including the maintenance, service, repair, replacement and disposal of anystructure, equipment or system thereon. If Tenant shall install any electrical equipment that overloads thelines in the Leased Premises, or handle any Hazardous Substances (as defined inSection 32.4), Tenant shall, at Landlord’s option, immediately terminate theuse of such electrical equipment or Hazardous Substances or, at Tenant’sexpense, make such changes as Landlord may request to prevent such overload orhazard or otherwise and as may be necessary to comply with the requirements ofany insurance underwriters and governmental authorities having jurisdiction.

ARTICLE 8.   ALTERATIONS

Section 8.1             Landlord’s Consent Required.   Tenantshall not make or permit to be made any alterations, improvements or additionsof any kind or nature (excluding interior repainting, recarpeting or othernormal interior decorative changes) to the Leased Premises or any part thereofexcept by and with the prior written consent of Landlord.  Plans and specifications for all desiredwork, (including Tenant’s Construction associated with Tenant’s downsizing),shall be submitted by Tenant to Landlord for Landlord’s approval prior to thecommencement of any work.  The actualout-of-pocket cost of Landlord’s review shall be paid by Tenant within ten (10)days of receipt of Landlord’s statement therefor.  Landlord’s approval of the plans,specifications and/or working drawings for Tenant’s alterations or improvementsshall create no responsibility or liability on the part of Landlord for theircompleteness, design sufficiency, or compliance with all laws, rules andregulations of governmental agencies or authorities.

Section 8.2             Compliance with Law, Ownershipand Indemnification.   All alterations, improvements andadditions to the Leased Premises shall be made in compliance with allapplicable laws (including Environmental Laws) and governmental requirementsand when made or installed shall be deemed to have attached to the realproperty and to have become the property of the Lease Term, or other expirationof this Lease, in as good order and condition as they were when installed,reasonable wear and tear excepted; provided, however, that if, prior to thetermination of this Lease, or within fifteen (15) days thereafter, Landlord sodirects, Tenant shall promptly and in compliance with all applicable laws(including Environmental Laws), remove, and if necessary dispose of, theadditions, improvements, fixtures and installations which were placed in theLeased Premises by Tenant including Tenant’s vault and which are designated insuch notice, and repair any damage occasioned by such removal, and, in defaultthereof, Landlord may effect such removals and repairs at Tenant’sexpense.  In the event Tenant undertakesany alterations, improvements or additions as herein provided, Tenant shallindemnify and save Landlord harmless from and against all costs, expenses,liens, claims or damages (including attorneys’ fees) to either persons orproperty arising out of or resulting from the undertaking or making of suchalterations, additions and improvements, including without limitation any costsor expenses to comply with The Americans With Disabilities Act and theRegulations 

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thereunder, and Tenantshall provide Landlord with evidence of workmen’s compensation insurance andsuch other insurance as Landlord may reasonably request.

ARTICLE 9.   REPAIRS AND MAINTENANCE

Section 9.1             Landlord’sObligations. (a) In-Line Leased Premises: Landlord shall keep and maintainthe structural portions of the Leased Premises and the exterior area,including, but not limited to, the roof, foundation and exterior walls of theLeased Premises, except with respect to any damage thereto caused by anyalterations or installations by Tenant or any act or negligence of Tenant, itsemployees, agents, invitees, licensees, subtenants, assignees or contractors orotherwise arising out of Tenant’s use or occupancy of the Leased Premises, inwhich event such damage shall be promptly repaired by Tenant. Except asotherwise herein provided, Landlord shall not be responsible for maintenance,repairs or improvement of any kind in or upon the Leased Premises.

                (b) Ground Leased Premises: Landlord shall notbe responsible for maintenance, repairs or improvements of any kind in or uponthe Ground Leased Premises or improvements thereon.

Section 9.2             Tenant’sObligations. (a) In-Line Leased Premises: Tenant accepts the LeasedPremises “as is”. Landlord has made no representation, warranty or otherassurance with respect to the Leased Premises or the Shopping Center. Tenantshall keep and maintain the Leased Premises and every part thereof (excludingonly the structural elements and the roof unless repair of same arises out ofTenant’s use or occupancy of the Leased Premises or negligence as described inSection 9.1) in good order, condition and repair, in compliance withEnvironmental Laws, as defined in Section 32.4, including, without limitation,the exterior and interior portions of all doors, door checks, security gates,windows and glass, all utility, plumbing and sewage facilities within theLeased Premises or under the floor slab thereof, fixtures, heating andair-conditioning equipment, exterior mechanical equipment, exterior utilityfacilities and exterior electrical equipment serving the Leased Premises andinterior walls, floors and ceilings, and including compliance with applicable buildingand fire codes relative to fire extinguishers, sprinkler systems and otherpreservative measures. Tenant shall conduct all such maintenance, service,repair, replacement and disposal activities, including those with respect toany structure, equipment or system, in compliance with applicable laws,including Environmental Laws. As part of its HVAC maintenance obligation,Tenant shall enter into an annual contract with an HVAC repair firm, fully licensedto repair HVAC units in the state in which the Shopping Center is located andapproved by Landlord, which firm shall (a) regularly service the HVAC unit(s)on the Leased Premises on no less than a quarterly basis, changing belts,filters and other parts as required; (b) perform emergency and extraordinaryrepairs on the HVAC unit(s); and (c) keep a detailed record of all servicesperformed on the Leased Premises and prepare a yearly service report to befurnished to the Tenant at the end of each calendar year. Tenant shall furnishto Landlord, at the end of each calendar year, a copy of the HVAC maintenancecontract and report described above, and proof that the annual premium for themaintenance contract has been paid. Nothing stated herein shall 

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limit Tenant’s obligation to maintain the HVAC unit(s)in good condition and repair throughout the term of this Lease. If Tenant failsor refuses to comply with its obligations in this Section 9.2, Landlord may(but shall not be required to) make or complete such repairs and Tenant shallpay the cost thereof to Landlord upon demand.

(b) Ground LeasedPremises: Tenant shall keep and maintain its parking area, drive-through lanesand all other portions of the Leased Premises including all improvementsconstructed thereon and every part thereof in good order, condition and repair(normal wear and tear excepted), in compliance with “Environmental Laws”, asdefined in Section 32.4, including, without limitation, the roof and structuralportions of the building, sidewalks and passageways, exterior and interiorportions of all doors, door checks, security gates, windows and glass, allutility, plumbing and sewage facilities within the Leased Premises or under thefloor slab thereof, fixtures, heating and air-conditioning equipment, exteriormechanical equipment, exterior utility facilities and exterior electricalequipment serving the Leased Premises and interior walls, floors and ceilings,and including compliance with applicable building and fire codes relative tofire extinguishers, sprinkler systems and other preservative measures. Tenantshall conduct all such maintenance, service, repair, replacement and disposalactivities, including those with respect to any structure, equipment or system,in compliance with applicable laws, including Environmental Laws.

ARTICLE 10.   INSURANCE

Section 10.1           Tenant’sObligation.  During the Lease Term,Tenant, at its own expense, shall maintain the following:

(a) a commercial general liability insurance policyrelating to the Leased Premises providing for coverage of at least Two MillionDollars ($2,000,000) with respect to injury or death and property damagecombined;

(b) (i) In-Line Leased Premises: special form propertyinsurance, including theft and, if applicable, boiler and machinery coverage,written at replacement cost value in an adequate amount to avoid coinsuranceand a replacement cost endorsement insuring Tenant’s furnishings, equipment andall items of personal property of Tenant and including property of Tenant’scustomers located in the Leased Premises;

(ii) Ground Leased Premises and the improvementsthereon: “all risk” property insurance (with extended coverage and such othercoverage as Landlord may reasonably designate) insuring the improvementsconstructed by Tenant upon the Leased Premises and all fixtures and equipment,including personal property, thereon to ninety percent (90%) of their actualreplacement value without deduction for physical depreciation, having adeductible of not more than $10,000:

(c) workers’ compensation coverage as required by law;

(d) with respect to alterations, improvements and thelike required or permitted to be made by Tenant hereunder, contingent liabilityand builder’s risk insurance, in amounts reasonably satisfactory to Landlord;

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(e) (intentionally deleted)

(f) plate glass insurance covering the glass in theLeased Premises for which Tenant shall be entitled to self-insure;

(g) flood insuranceif applicable; and

(h) such other insurance covering such other insurablerisks as Landlord deems reasonably necessary.

Section 10.2           Requirementsof Policy.  The insurance policiesrequired by Section 10.1 shall be issued by a company and in a formsatisfactory to Landlord and may not be cancelable without thirty (30) days’written notice to Landlord. Tenant shall deliver to Landlord the original ofsuch policy, or a certificate evidencing such policy, prior to the commencementof the Lease Term and, thereafter, at least thirty (30) days prior to theexpiration of each policy. Each policy or certificate shall be accompanied byproof of payment of such policy. Provided Landlord has furnished Tenant withnames and addresses of the same, each policy required under this Article shallname Landlord, Landlord’s agents, the holder of any Mortgage and any otherparty with an interest in the Shopping center as an insured as their interestsmay appear. Any required insurance may be effected by a policy of blanketinsurance covering additional items or locations provided however that (1) the coverage afforded Landlord andany other parties in interest will not be reduced or diminished by reason ofthe use of such blanket policy of insurance; (ii) any such policy shall specifytherein (or Tenant shall furnish Landlord with a written statement from theinsurer under such policy specifying) the amount of the insurance allocated tothe Leased Premises; and (iii) all other requirements set forth herein areotherwise satisfied.

Section 10.3          Shopping Center Insurance.  Landlord shall maintain, if available atstandard rates, such availability to be determined solely by Landlord, thefollowing:

(a) fire insurance (with extended coverage and suchother coverage as Landlord nay choose) insuring the Shopping Center and allfixtures and improvements thereon to their full insurable value;

(b) rent insurance covering the risks described inparagraph (a) above in an amount equal to all Minimum Rent, Percentage Rent (as estimated by Landlord) and additional rent due under all leases relating tothe Shopping Center for a period of at least one year;

(c) comprehensivegeneral public liability insurance against any claims upon Landlord arisingfrom the ownership, operation or control of the Shopping Center with respect tobodily injury, death, property damage or other risks of similar nature withcombined limits as Landlord deems appropriate, but in no event less than FiveMillion Dollars ($5,000,000); and

(d) any such insurance coverage, in addition to or insubstitution for the coverageset forth above, as the holder of any Mortgage may require or as Landlord mayotherwise determine.

 

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Section 10.4           PolicyLimits. The coverage limits of all insurance policies referred to in thisLease, in the discretion of Landlord or the holder of any Mortgage, may beincreased at any time during the Lease Term.

Section 10.5           Waiverof Subrogation. Landlord and Tenant hereby mutually waive any rights theymay have against each other to recover for loss or damage to property arisingfrom a casualty insured against hereunder or which is required to be insuredagainst hereunder. In addition, all insurance policies carried by Landlord orTenant covering the Leased Premises shall expressly waive any right on the partof the insurer against the other party for damage to or destruction of theLeased Premises resulting from the acts, omissions or negligence of the otherparty.

ARTICLE 11.  TENANTS’ ASSOCIATION AND PROMOTION

(intentionally deleted)

ARTICLE 12.   COMMONAREAS

Section 12.1           Definition. “CommonAreas” shall mean all sidewalks, parking lots, driveways, landscaped areas,loading areas, service areas, pedestrian malls and other areas at the ShoppingCenter which may, from time to time, be provided by Landlord for general use.

Section 12.2           Tenant’sUse. Landlord hereby grants to Tenant during the Lease Term a nonexclusivelicense to use the Common Areas. The Common Areas shall be subject to theexclusive control and management of Landlord and to such rules and regulations as Landlord may, from time to time,establish, and Landlord reserves the right to make such changes, additions,deletions, alterations or improvements in and to such Common Areas, as Landlorddeems desirable, provided that there shall be no permanent and materialobstruction of Tenant’s right of ingress to or egress from the Leased Premises.

Section 12.3           Maintenance. Landlordshall maintain the Common Areas in good repair, reasonably clear of debris andlighted and open during business hours.

Section 12.4           Kiosks. Landlord reserves the right to construct and subleasenon-financial kiosks and sales areas on any portion of the enclosed mall, ifany, or other parts of the Common Area of the Shopping Center.

ARTICLE 13. DAMAGE OR DESTRUCTION

Section 13.1          Landlord’s Obligation. If all or any part of the Shopping Center isdamaged or destroyed by fire or other casualty insured under the hazard policymaintained by Landlord, Landlord shall, to the extent that insurance proceedsare available therefor, and except as otherwise provided herein, repair orrebuild the structural portions of the Shopping Center with reasonablediligence. Landlord shall have no obligation to repair or rebuild any propertybelonging to Tenant.

Section 13.2           Abatement.If, as a result of the damage or destruction referred to in Section 13.1, there is a substantial interference with the operation of  Tenant’s business which requires Tenant tocease doing business at the In-Line Leased Premises, then the Minimum Rent andadditional rent

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payable hereunder shall abate in accordance with thesquare footage of In-Line Leased Premises so affected. However, if Tenant hasnot been able to reopen for business after six (6) months from the date of the damage or destruction, Tenantmay, upon thirty (30) days’ written notice, cancel this Lease and have nofurther obligations to Landlord hereunder.

Section 13.3           Tenant’sObligations. (a) Unless this Lease is terminated as provided below, Tenant,upon any damage or destruction to the In-Line Leased Premises, and subject toLandlord’s requirement to rebuild as setforth in Section 13.1, promptly shall repair, rebuild and redecorate suchLeased Premises in a manner at least equal in quality to that existing prior tosuch damage or destruction.

(b) Unless this Leaseis terminated as provided below, Tenant, upon any damage or destruction to theGround Leased Premises or the improvements thereon, promptly shall rebuild,repair, rebuild and redecorate such Leased Premises in a manner at least equalin quality to that existing prior to such damage or destruction. There shall nobe abatement of Minimum Rent or additional rent while Tenant rebuilds or repairsthe improvements on the Ground Leased Premises

Section 13.4           Termination.Notwithstanding anything which may be contained in this Article 13 to thecontrary, Landlord, at its option, may terminate this Lease on thirty (30) days’written notice to Tenant given within ninety (90) days after the occurrence ofany damage or destruction to the Shopping Center or any portion thereof if (i)such damage or destruction resulted from a risk not covered by Landlord’sinsurance or covered in a manner which fails to yield proceeds in an amountequal to Landlord’s estimated cost of repair, or (ii) the portion of the LeasedPremises which Landlord is required to repair is damaged and the estimated costto repair such damage is more than twenty-five (25%) percent of the replacementcost of the Leased Premises, or (iii) the Shopping Center is damaged and thecost to repair such damage is more than twenty-five (25%) percent of thereplacement cost of the entire Shopping Center.

ARTICLE 14. EMINENTDOMAIN

Section 14.1           Condemnationof Entire Leased Premises. If all or substantially all of the In-LineLeased Premises or the Ground Leased Premises shall be taken by condemnation orby transfer in lieu thereof, then this Lease shall terminate as of the datetitle is vested in the condemning authority.

Section 14.2           PartialCondemnation of the Leased Premises. If less than all or substantially allof the Leased Premises is taken by condemnation or private purchase in lieuthereof, then, if the remainder of the Leased Premises not so taken isdetermined by Landlord to be unusable for the purposes for which such Premiseswere leased, either Landlord or Tenant may terminate this Lease upon thirty(30) days’ written notice to the other, which notice must be given withinthirty (30) days after suchtaking.

Section 14.3           Condemnationof Shopping Center. If proceedings are commenced to take any portion of theShopping Center by condemnation or by private transfer in lieu thereof, andLandlord, in its sole discretion, elects to discontinue the

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operation of the Shopping Center or the portionthereof in which the Leased Premises are located as a shopping center, then Landlord may terminate this Lease uponthirty (30) days’ notice toTenant.

Section 14.4           RentalsUpon Condemnation. If this Lease is terminated pursuant to any provision ofthis Article, then the Minimum Rent and all additional rent and charges payablehereunder shall be prorated as of the date of such termination. If, uponpartial condemnation as providedin Section 14.2, this Lease is not terminated, the Minimum Rent, additionalrent and all other charges shall be equitably adjusted. Tenant shall continueto make all payments of Minimum Rent and additional rent, as heretoforeprovided, until the adjusted rent is agreed upon, whereupon Landlord and Tenantshall settle any excess rent or shortfall.

Section 14.5          Proceeds of Condemnation. Landlord shall be entitled to the entireproceeds of any and all awards made as a result of any condemnation affectingthe Shopping Center and the proceeds of any private purchase or transfer inlieu of such condemnation. Tenant shall not be entitled to any award orproceeds as a result of any value attributable to Tenant’s interest in thisLease or the unexpired portion of the Lease Term. However, in the event thatthe condemning authority shall entertain such claim, Tenant shall have theright to prosecute a claim directly against the condemning authority for itstrade fixtures and relocation costs, provided that no such claim shall diminishor otherwise adversely affect Landlord’s claims and the claims of anymortgagees, ground lessors or owners of any interest in the Shopping Center.

ARTICLE 15.   ASSIGNMENT AND SUBLETTING

Section 15.1           ConsentRequired. Tenant shall not, voluntarily, involuntarily or by operation oflaw, assign, pledge or encumber this Lease or any interest or Tenant herein, inwhole or in part, or sublet the wholeor any part of the Leased Premises, or permit any other persons to Occupy theLeased Premises, without the prior written consent of Landlord, which consentshall not be unreasonably withheld, conditioned or delayed. Notwithstanding theforegoing, Tenant may assign this Lease and the right to occupy the LeasedPremises to any entity controlling, controlled by or under common control withTenant or into which Tenant may be merged, without the prior written consent orLandlord. The acceptance of rent from any person other than Tenant shall not bedeemed to be a waiver of any of the provisions of this Lease or to be a consentto the assignment of this Lease or subletting of the Leased Premises. Theconsent of Landlord in any instance to an assignment or subletting shall not bedeemed to be a consent, or a waiver of the requirement for the Tenant to obtain consent, to anysubsequent assignment or subletting.

Section 15.2           Corporationor Other Entity. Tenant may, at any time, without the consent of theLandlord, assign or otherwise transfer this Lease or any portion thereof to a parent,subsidiary, or affiliate corporation or entity; or any corporation or entityresulting from the consolidation or merger of Tenant into or with any otherentity: or to any person, firm or corporation acquiring a majority of Tenant’sissued or outstanding capital stock or a substantial part of the Tenant’s physicalassets: provided, however, that in the event of any

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such assignment or transfer, the assignee shall assumein writing the performance and observance of all the terms and conditions ofthis Lease.

Section 15.3           Creditors.An assignment for the benefit of creditors or by operation of law shall not beeffective to transfer any rights to any assignee without the prior writtenconsent of Landlord.

Section 15.4           PermittedAssignment. Any subletting or assignment consented to by Landlord pursuantto this Article 15 shall be subjectto and conditioned upon the following: (i) at the time of any proposedsubletting or assignment, Tenant shall not be in default under any of the terms, provisions orconditions of this Lease; (ii)the sublessee or assignee shall occupy only the Leased Premises and conduct itsbusiness in accordance with the Permitted Use; (iii) if the rents, charges orother sums required to be paid by any such sublessee or assignee exceed therents, charges or other sums reserved hereunder, then Tenant shall pay toLandlord monthly the entire amount of such excess, which shall be deemedadditional rent; (iv) prior tooccupancy, Tenant and its assignee or sublessee shall execute, acknowledge anddeliver to Landlord a fully executed counterpart of a written assignment oflease or sublease, as the case may be, by the terms of which: (x) in case of an assignment, Tenantwill assign to the assignee Tenant’s entire interest in this Lease, togetherwith all prepaid rents and security deposited hereunder, and the assignee willaccept said assignment and assume and agree to perform, directly for thebenefit of Landlord, all of the terms, covenants and conditions of this Leaseon the Tenant’s part to be performed; or (y) in case of a subletting, thesublease in all respects will be subject and subordinate to all of the terms,covenants and conditions of this Lease and the sublessee thereunder will agreeto be bound by and to perform all of the terms, covenants and conditions ofthis Lease on the Tenant’s part to be performed; (v) in the event of anassignment of this Lease or subletting of all or part of the Leased Premises,Tenant shall, at its expense, comply with all requirements of The AmericansWith Disabilities Act relating to the assignee or sublessee, as the case may be, and its business;(vi) notwithstanding any such assignment or subletting under the terms of thisparagraph, Tenant will not be released or discharged from any liabilitywhatsoever under this Lease including the liability for payment of MinimumRent, additional rent and any other sums reserved hereunder and will continue to be liable for allobligations of Tenant set forth herein with the same force and effect as thoughno assignment or sublease had been made and Tenant shall confirm same toLandlord: (vi) Tenant shall pay to Landlord Landlord’s administrative costs,overhead and attorneys’ fees in connection with such assignment or subletting,which costs, overhead and fees are now estimated at Five Hundred Dollars($300); and (viii) such other conditions as Landlord may impose.

ARTICLE 16.   UTILITIES

Section 16.1           Tenant’s Obligations.Tenant agrees to pay promptly, as and when the same become due and payable, allwater rents, rates and charges, all sewer rents and all charges for electricity,gas, heat, steam, hot and chilled water and other utilities supplied to theLeased Premises (whether prior to or during the Lease Term or subsequentthereto if relating to

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Tenant’s use of the Leased Premises). If any suchutilities are not separately metered or assessed or are only partiallyseparately metered or assessed and are used in common with other tenants of theShopping Center, Tenant will pay to Landlord, in addition to Tenant’s payments of the separately meteredcharges, Tenant’s pro rata share of the cost of utilities used in common withother tenants, based on the leasable square footage of floor space leased toeach tenant using such common facilities, or such other basis as Landlord mayreasonably determine.

Section 16.2           Meters.If Landlord shall so desire,Landlord shall install utility meters at the Leased Premises. The costsincurred in the installation and maintenance of such meters shall be paid byTenant. Further, Tenant shall pay all charges for consumption directly to theproper public or private utility company or government unit, promptly when due.

ARTICLE 17.   ESTOPPEL CERTIFICATE,

ATTORNMENT ANDSUBORDINATION

Section 17.1           Estoppel.Tenant agrees, at any time and from time to time, as requested by Landlord orany Lender (as hereinafter defined), upon not less than fifteen (15) days’ prior notice, to executeand deliver without cost or expense to the Landlord or such Lender an estoppelcertificate certifying that this Lease is unmodified and in full force andeffect (or if there have been modifications, that the same is in full force andeffect as modified and stating the modifications), certifying the dates towhich all fixed or minimum rent and any additional rent have been paid, andstating whether or not, to the best knowledge of Tenant, Landlord is in defaultin the performance of any of its obligations under this Lease, and, if so,specifying each such default of which Tenant may have knowledge, it beingintended that any such statement delivered pursuant thereto may be relied uponby any other person with whom Landlord or such Lender may be dealing. UponTenant’s failure to timely deliver any estoppel, at provided such failurecontinues after five (5) days written notice, Tenant shall, in addition to anyother remedy of Landlord, pay to Landlord the amount of One Hundred Dollars($100) per day for each day the same remains undelivered.

Section 17.2           Noticeto Lender and Right to Cure. Once Tenant has received written noticeidentifying the name and address of any lender (a “Lender”) holding a mortgageor deed of trust (a “Mortgage”) on the property of which these premises form apart (the “Property”), Tenant agrees to notify such Lender by certified mail,return receipt requested, with postage prepaid, of any default on the part ofLandlord under this Lease, and Tenant further agrees that, notwithstanding anyprovisions of this Lease, no cancellation or termination of this Lease and noabatement or reduction of the rent payable hereunder shall be effective unlessthe Lender has received notice of the same and have failed within thirty (30)days after the time when it shall have become entitled under the Mortgage toremedy the same, to commence to cure such default and thereafter diligentlyprosecute such cure to completion, provided that such period may be extended,if the Lender needs to obtain possession of the Property to cure such default,to allow the Lender to obtain possession of the Property provided the Lendercommences judicial or nonjudicial proceedings to obtain possession within suchperiod and thereafter diligently prosecutes such efforts and cure tocompletion. It is

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understood that the Lender shall have the right, butnot obligation, to cure any default on the part of Landlord.

Tenant agrees that if a Lender shall succeed to theinterest of Landlord under this Lease, neither the Lender nor its successors orassigns shall be: liable for any prior act or omission of Landlord; subject toany claims, offsets, credits or defenses which Tenant might have against anyprior landlord (including Landlord); or bound by any assignment (except asotherwise expressly permitted hereunder), surrender, release, waiver, amendmentor modification of the Lease made without such Lender’s prior written consent;or obligated to make any payment to Tenant or liable for refund of all or anypart of any security deposit or other prepaid charge to Tenant held by Landlordfor any purpose unless the Lender shall have come into exclusive possession ofsuch deposit or charge. In addition, if a Lender shall succeed to the interestof Landlord under this Lease, the Lender shall have no obligation, nor incurany liability, beyond its then equity interest, if any, in the Property.

In the event that a Lender (or any person or entity towhom the Mortgage may subsequently be assigned) notifies Tenant of a defaultunder the Mortgage and demands that Tenant pay its rent and all other sums dueunder this Lease to the Lender, Tenant shall honor such demand without inquiryand pay its rent and all other sums due under this Lease directly to the Lender or as otherwise requiredpursuant to such notice and shall not thereby incur any obligation or liabilityto Landlord.

Section 17.3           Subordinationand Attornment. Tenant agrees and acknowledges that this Lease is subordinateto the lien of any Mortgage, but that, at the Lender’s election, this Lease maybe made prior to the lien of any Mortgage, and in the event a Lender succeedsto the interests of Landlord under this Lease, then, at the Lender’s election(a) Tenant shall be bound to the Lender under all of the terms, covenants andconditions of this Lease for the remaining balance of the term hereof, with thesame force and effect as if theLender were the lessor hereunder, and Tenant does hereby agree to attorn to theLender as its lessor without requiring the execution of any further instrumentsimmediately upon the Lender succeeding to the interests of Landlord under thisLease; provided, however, that Tenant agrees to execute and deliver to theLender any instrument reasonably requested by it to evidence such attornment;and (b) subject to the observance and performance by Tenant of all the terms,covenants and conditions of this Lease on the part of Tenant to be observed andperformed, the Lender shall recognize the leasehold estate of Tenant under allof the terms and conditions of this Lease for the remaining balance of the termwith the same force and effect as if the Lender were the lessor under the Lease.

Section 17.4           Execution.Tenant, upon request of Landlord or any party in interest, shall executepromptly such instruments or certificates as may be required to carry out theintent and effectuate the above provisions of this Article. Tenant herebyirrevocably appoints Landlord as attorney-in-fact for Tenant with full powerand authority to execute and deliver in the name of Tenant any such instrumentsor certificates.

Section 17.5           Recording.This Lease shall not be recorded without the prior consent of Landlord. Uponthe

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request of Landlord, Tenant shall execute a short formor other memorandum of this Lease which may, in Landlord’s sole discretion, berecorded.

ARTICLE 18.   INDEMNIFICATION

Section 18.1           Tenant’sIndemnification of Landlord. Tenant shall protect, indemnify, save and keepharmless Landlord against and from all claims, loss, liability, cost, damage orexpense (including reasonable attorneys’ fees) ln connection with any accident,personal injury or death, property damage occurring in, on or at the Leased Premises,or arising, directly or indirectly, out of or from Tenant’s occupancy or use ofthe Leased Premisesor the ShoppingCenter, the use of the utilities and fuel located therein or thereunder, anybreach of this Lease, the business conducted in the Leased Premises or, withoutlimiting the foregoing, as a result of any act or omission of Tenant, itsemployees, agents, invitees, subtenants, licensees, assignees or contractors.Tenant shall protect and save and keep Landlord harmless and indemnifiedagainst and from any penalty, damage or charges imposed for any violations ofany law or ordinance. Tenant shall also protect, indemnify, save and keepharmless Landlord against and from any and all claims, loss, liability, cost,damage, liens or expense (including attorneys’ fees) arising out of any failureof Tenant or its employees, agents, contractors or representatives in anyrespect to comply with and perform all the requirements and provisions of thisLease.

Section 18.2           Landlord’sIndemnification of Tenant. Landlord shall protect, indemnify, save and keepharmless Tenant against and from all claims, loss, liability, cost, damage orexpense (including reasonable attorneys’ fees) in connection with any accident,personal injury or death, property damage occurring in, on or at the CommonAreas, as a result of any act or omission of Landlord, its employees, agents,contractors or representatives.

ARTICLE 19. MECHANIC’SLIEN OR CLAIMS

Section 19.1           Mechanic’sLiens. Tenant shall not permit to be created or to remain undischarged anylien, encumbrance or charge arising from or out of any work of any contractor,mechanic, laborer or materialman, which shall be or become a lien orencumbrance or charge upon the Leased Premises or the Shopping Center or theincome therefrom, and Tenant shall not suffer any other matter or thing wherebythe estate, right and interest of Landlord in the Leased Premises or in theShopping Center might be impaired. If any lien or notice of lien on account ofan alleged debt of Tenant shall be filed against the Leased Premises or theShopping Center, Tenant shall, within ten (10) days after notice of the filing thereof, cause the same tobe discharged of record by payment, deposit, bond, order of a court ofcompetent jurisdiction or otherwise. If Tenant shall fail to cause such lien or notice of lien to be dischargedwithin the period provided, then Landlord, in addition to any other rights orremedies, may, but shall not be obligated to, discharge the same by eitherpaying the amounts claimed to be due or by procuring the discharge of such lienby deposit or by bonding proceedings. In any such event, Landlord shall beentitled, if Landlord so elects, to defend any prosecution of an action forforeclosure of such lien by the lienor and to pay the amount of the judgment infavor of the

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lienor with interest, costs and allowances. Any amountpaid by Landlord and all costs and expenses, including attorneys’ fees,incurred by Landlord in connection therewith, together with interest thereon,at the rate set forth in Section 28.7, from the respective dates of Landlord’smaking of the payment or incurring of the cost and expense, shall be paid byTenant to Landlord on demand. Notwithstanding the foregoing, not less than five(5) days prior to the commencement of any work to be performed by or on behalfof Tenant at the Leased Premises, Tenant shall notify Landlord of the proposedwork and the names and addresses of the persons supplying labor and materialsfor the proposed work so that Landlord may avail itself of the provisions ofany laws regarding the protection of Landlord’s interest in the Leased Premisesand the Shopping Center from mechanic’s liens. During the progression of anysuch work on the Leased Premises, Landlord and its representatives shall havethe right, upon at least 24 hours verbal notice, to go upon and inspect theLeased Premises at all reasonable times, and shall have the right to post andkeep posted thereon notices regarding mechanic’s liens or to take any furtherreasonable action which Landlord may deem to be proper for the protection ofLandlord’s interest in the Leased Premises and the Shopping Center.

ARTICLE 20.   ACCESS TO LEASED PREMISES

Section 20.1           Landlord’s Access. Tenantshall permit Landlord and Landlord’s agents or designees to inspect or examinethe Leased premises at any time upon reasonable notice and shall permitLandlord access to the Leased Premises upon reasonable notice for the purposeof making such repairs, alterations, improvements or additions in the Leasedpremises or to any portion of the Shopping Center that Landlord may deemdesirable or necessary or which Tenant has covenanted in this Lease to do andhas failed to do. Such access shall not be construed as an eviction of Tenantin whole or in part and the rent payable hereunder, shall in no manner abatewhile such repairs, alterations, improvements or additions are being made byreason of loss or interruption of the business of Tenant because of theperformance of such work. Landlord shall use commercially reasonable effortsnot to cause disruption to Tenant’s business during such access and willcoordinate any access with respect to Tenant’s security and privacyrequirements.

ARTICLE 21.   SURRENDER OF LEASED PREMISES

Section 21.1           Surrender by Tenant. Tenantshall deliver and surrender to Landlord possession of the Leased Premises uponexpiration of this Lease, or its earlier termination as herein provided, broomclean and in as good condition and repair as the same shall be at thecommencement of the Lease Term.

Section 21.2           Removal of Property. Tenantshall remove all property of Tenant and all alterations, additions andimprovements as to which Landlord shall have made the election provided inSection 8.2, shall repair all damage to the Leased Premises caused by suchremoval and restore the Leased Premises to the condition in which they wereprior to the installation of the articles so removed. Except for Tenant’sobligation to remove its value, any property not so removed at the expirationof the Lease Term and as to which Landlord shall have not made such electionshall be deemed to have been abandoned by Tenant

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and to be Landlord’sproperty and may be retained or disposed of by Landlord, as Landlord shalldesire. tenant’s obligation to observe or perform this covenant shall survivethe expiration or termination of this Lease.

ARTICLE 22.   SECURITY AGREEMENT

(intentionallydeleted)

ARTICLE 23.   QUIET ENJOYMENT

Section 23.1           Landlord’s Covenant. Landlordagrees that if Tenant pays the Minimum Rent, additional rent and all othercharges provided in this Lease, if any, and shall perform all of the covenantsand agreements contained herein to be performed on Tenant’s part, Tenant shallhave the peaceable and quiet enjoyment and possession of the Leased Premisesduring the Lease Term, without any manner of hindrance from Landlord or anypersons lawfully claiming through Landlord, except as to such portion of theLeased Premises as shall be taken under the power of eminent domain andotherwise subject to the terms and provisions of this Lease, including withoutlimitation the terms and provisions of any Mortgage.

ARTICLE 24.   NOTICES

Section 24.1           How Given. Any notice,consent, approval, waiver or other communication which Landlord or Tenant maybe required or permitted to give to the other under the terms of this leaseshall be in writing and shall be deemed to be delivered upon receipt orrefusal, if delivered by hand or by personal or overnight delivery service,with receipts for delivery, or upon deposit if mailed by certified orregistered mail, return receipt requested, addressed it to Tenant, at theaddress of Tenant set forth in the preamble hereto, and if to Landlord, at theaddress of Landlord set forth in the preamble hereto, or to such other addressas either party shall have designated by notice to the other with a copy of allnotices or other communications delivered or sent to Landlord delivered or sentto Richard Crystal, Esq., Brown Raysman Millstein Felder & Steiner LLP, 900Third Avenue, New York, NY 10022.

ARTICLE 25.   BROKERAGE

Section 25.1           Broker. Tenant covenants,warrants and represents to Landlord that there was not broker, finder or otheragent, other than Broker, instrumental in consummating this Lease and that noconversation or prior negotiations were had by Tenant with any other broker,finder or agent concerning renting of the Leased Premises. Tenant agrees toprotect, defend, indemnify, save and keep Landlord harmless against and fromall liabilities, claims, losses, costs, damages and expenses, includingattorneys’ fees, arising out of or from any claims for brokerage commissions orfinders’ fees resulting from any conversation or negotiations had by Tenantwith any other broker or any other person.

ARTICLE 26.   SECURITY DEPOSIT

(intentionallydeleted)

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ARTICLE 27.   TENANT’S ADDITIONAL AGREEMENTS

Section 27.1.          Affirmative Obligations.   Tenantagrees, at its own cost and expense, to:

(1)           Light Display Windows:   keepthe display windows and signs, if any, in or on the Leased Premiseselectrically lighted from dusk until 10:00 p.m. on all days during which themajority of stores in the Shopping Center are open for business and during suchother periods as Landlord may reasonably designate;

(2)           Keep Premises Clean:   keep the Leased Premises (including, withoutlimitation, exterior and interior portions of all windows, doors and all otherglass) in a neat and clean condition;

(3)           Storing Merchandise:   (intentionally deleted);

(4)           Non-selling Space:    (intentionally deleted)

(5)           Keep Premises Attractive:   maintain the Leased Premises and Tenant’spersonal property therein as an attractive shopping area in accordance with thegeneral character of the Shopping Center and to that end Tenant shall repaintthe interior of the Leased Premises and clean and replace carpeting or otherfloor covering on a regular basis;

(6)           Labor Regulations:   take no action which would violate Landlord’sunion contracts, if any, affecting the Shopping Center, nor create any workstoppage, picketing, labor disruption or dispute, or any interference with thebusiness of the Landlord or any tenant or occupant in the Shopping Center orwith the rights and privileges of any customer or other persons lawfully in andupon the Shopping Center, not cause any impairment or reduction of the goodwill of the Shopping Center;

(7)           Pay Taxes:   pay before delinquency any and all taxes,assessments and public charges levied, assessed or imposed upon Tenant’sbusiness or upon Tenant’s fixtures, furnishings or equipment in the LeasedPremises;

(8)           Pay License Fees:   pay when and as due all license fees, permitfees and charges of a similar nature for the conduct by Tenant or anyconcessionaire of any business or undertaking authorized hereunder andconducted in the Leased Premises;

(9)           Shopping Center Name:   (intentionally deleted);

(10)         Cleaning Program:   participate in any widow cleaning andexterminating program that may be established by Landlord for any businesses inthe Shopping Center;

(11)         Tenant’s Fixtures:   operate its business in the Leased Premiseswith adequate equipment which when initially installed, shall, be like-new,functional, sufficient and of first-class workmanship;

(12)         Garbage:   handle and dispose of all rubbish, garbageand waste from Tenant’s operations in accordance with regulations establishedby Landlord and not permit the accumulation (unless in concealed metalcontainers to be located

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at the rear of the LeasedPremises) or burning of any rubbish or garbage in, on or about any part of theShopping Center.

Section 27.2           Negative Obligations.   Tenant agrees that it shall not at any timewithout first obtaining Landlord’s consent:

(1)           Not Change Exterior Architecture:   change (whether by alteration, replacement,rebuilding or otherwise) the exterior color or architectural treatment of theLeased Premises or of the building in which the same are located, or any partthereof;

(2)           Not Use Sidewalks or Common Areas:   use, or permit to be used, the sidewalk ormall corridor adjacent to, or any other space outside, the Leased Premises fordisplay, sale or any other similar activity;

(3)           Not Use Roof:   use, or permit to be used, for the storageof equipment other than the accommodation of air conditioning equipment, or forany other purpose whatsoever, the roof areas of the Leased Premises or theShopping Center; allow any air conditioning service representative or any otherperson access to the roof without prior notice to Landlord;

(4)           No Loud Speaker:   use, or permit to be used, any advertisingmedium, loud speaker, sound amplifier, or radio or television broadcast whichmay be heard outside the Leased Premises or which does not comply with thegeneral policies or rules and regulations then in effect;

(5)           Not Misuse Plumbing Facilities:   use the plumbing facilities for any purposeother than that for which they were constructed, or dispose of any garbage orother foreign substance therein, whether through the utilization of so-called “disposal”or similar units, or otherwise;

(6)           No Liens:   subject any fixtures, furnishings orequipment in or on the Leased Premises which are affixed to the realty to anymortgages, liens, conditional sales agreements, security interests,encumbrances or the like;

(7)           Not Damage the Premises:   perform any act or carry on any practicewhich may damage, mar or deface the Leased Premises or any other portion of theShopping Center;

(8)           No Vending Machines:   except as expressly identified herein andpermitted hereby, operate on the Premises or in any part of the Shopping Centerany coin or token operated vending machine or similar device (including,without limitation, amusement devices and machines for the sale of beverages,foods, candy, cigarettes or other merchandise or commodities);

(9)           No Awnings:   install any awnings in or on the Leased Premiseswhich are visible to public view outside the Leased Premises;

(10)         Window Cleaning and JanitorialServices:   permit window cleaning orother exterior maintenance and janitorial services in and for the LeasedPremises to be performed, except by such persons as shall be approved byLandlord and except during hours designated for such purposes by Landlord;

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(11)         Freight Handling Equipment:   use any fork-lift truck, tow truck or anyother powered machine for handling freight in the interior delivery system, ifany, except the truck passageway portion thereof, or in the Leased Premises;

(12)         Not Exceed Floor Loads:   place a load on any floor in the interiordelivery system, if any, or in the Leased Premises exceeding the floor load persquare foot which such floor was designed to carry, or install, operate ormaintain therein any heavy item of equipment except in such manner as toachieve a proper distribution of the weight;

(13)         Not Exceed Electrical Load:   install, operate or maintain in the LeasedPremises any electrical equipment which has not been approved by Landlord, inlight of the overall system and requirements therefor in the Shopping Center;

(14)         Not Permit Odors, Noise, etc.:   suffer, allow or permit any offensive orobnoxious vibration, noise, odor or other undesirable effect to emanate fromthe Leased Premises, or any machine or other installation therein, or otherwisesuffer, allow or permit the same to constitute a nuisance or otherwiseinterfere with the safety, comfort or convenience of Landlord or any of theother occupants of the Shopping Center or their customers, agents or inviteesor any others;

(15)         Not Invalidate Insurance:   use or occupy the Leased Premises or anypart of the Shopping Center or do or permit anything to be done thereon in anymanner which shall make it more difficult for Landlord or Tenant to obtain atstandard rates any insurance required hereunder or desired, or which willinvalidate or increase the cost to Landlord of any existing insurance, or whichwill cause structural injury to any building or Common Area, or which wouldconstitute a public or private nuisance or which would violate any present orfuture laws, regulations, ordinances or requirements (ordinary orextraordinary, foreseen or unforeseen) of the federal, state or municipalgovernments, of any department, subdivisions, bureaus or offices thereof, or ofany other governmental public or quasi-public authorities now existing orhereafter created having jurisdiction in the Leased Premises or the ShoppingCenter;

(16)         Not Injure Reputation:   use or occupy the Leased Premises for anypurpose which may injure the reputation of the Leased Premises or the ShoppingCenter or of the neighborhood in which the same are located or impair the valueof the Leased Premises or the Shopping Center; Tenant agrees that Landlordshall have the right to prohibit the continued use by Tenant of any unethicalor unfair method of business operation, advertising or interior display, if, inLandlord’s opinion, the continued use thereof would impair the reputation ofthe Shopping Center as a desirable place to shop or otherwise be out of harmonywith the general character thereof, and upon notice from Landlord, Tenant shallforthwith refrain from or discontinue such activities;

(17)         No Solicitation:   solicit business or distribute advertisingor promotional matter in the Common Areas; and

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(18)         Employee Parking:   allow or permit any employee to park in anyarea other than as specifically designated by Landlord for employee parking.

ARTICLE 28.   DEFAULT

Section 28.1           Default of Tenant.   Tenant shall be in default under the termsof this Lease if:

(i)            Tenant shall fail to pay when duethe Minimum Rent or any additional rent or other charges due hereunder providedTenant shall have five (5) days to cure such default upon written notice fromLandlord; or

(ii)           Tenant shall fail to observe orperform any of the terms, covenants or conditions of this Lease other thanthose set forth in Subsection 28.1(i), and such failure shall continue afterten (10) days’ notice thereof by Landlord, or, if the default is of such anature that it cannot be cured within ten (10) days, if Tenant shall not havecommenced the curing of such default within such ten-day period and thereafterproceed diligently to cure the default; or

(iii)          Tenant or any guarantor of this Lease(a “Guarantor”) shall file a voluntary petition in bankruptcy or apply forreorganization or make an assignment for the benefit of creditors, or if anyreceiver or trustee is appointed for any of Tenant’s (or any Guarantor’s)property or business or any petition in bankruptcy is filed against Tenant (orany Guarantor), and such receiver, trustee or petition is not discharged withinsixty (60) days; or

(iv)          any final judgment against Tenant (orany Guarantors) is not satisfied within sixty (60) days or any execution orattachment is issued against Tenant (or any Guarantor) or Tenant’s (or anyGuarantor’s) property and remains unsatisfied or undischarged for ten (10)days; or

(v)           Tenant shall vacate or abandon theLeased Premises.

Section 28.2           Remedies of Landlord.   Uponany default by Tenant as described in Section 28.1, Landlord shall have theimmediate right to re-enter the Leased Premises by summary proceedings, forceor otherwise and the right to change locks and to dispossess all personstherefrom and to remove and dispose of all property therein or, at Landlord’selection, to store such property in a public warehouse or elsewhere at the costand for the account of Tenant, all without service of any notice of intentionto re-enter and with or without resort to legal process (which Tenant herebyexpressly waives) and without Landlord being deemed guilty of trespass orbecoming liable for any loss or damage which may be occasioned thereby.  Upon any default of Tenant as described inSection 28.1, Landlord shall also have the right, at its option, in addition toand not in limitation of any other right or remedy if the Lease Term shall nothave commenced, to cancel this Lease by notice to Tenant, or, if the Lease Termshall have commenced, to serve upon Tenant a written notice that this Lease andthe Lease Term will terminate on a date specified therein, which date shall benot less than three (3) days after the serving of such notice, and, upon thedate so specified, this Lease and the Lease Term shall terminate and expire asfully and completely as if such date

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were the day hereindefinitely fixed for the expiration of this Lease and the Lease Term, andthereupon Landlord shall have the immediate right of re-entry and Tenant shallsurrender the Leased Premises, but Tenant shall remain liable as providedbelow.  If Tenant shall be served with ademand for the payment of past due rent, any payments tendered thereafter tocure any default by Tenant shall be made only be cashier’s or certified check.  In the event of any default, re-entry ortermination or dispossess, by summary proceedings or otherwise, (i) all MinimumRent and additional rent due at the time of such default, re-entry, terminationor dispossess shall be paid in full; and (ii) Tenant shall pay to Landlord allexpenses, including court costs and attorneys’ fees and disbursements incurredby Landlord in recovering possession of the Leased Premises; and (iii) Landlordmay relet the Leased Premises or any part or parts thereof, either in the nameof Landlord or Tenant or otherwise, as Landlord may determine, for a term whichat Landlord’s option may be less than or exceed the period which wouldotherwise have constituted the balance of the Lease Term, and may grantconcessions or free rent; and (iv) Tenant or the legal representative of Tenantalso shall pay Landlord, as liquidated damages for the failure of Tenant toobserve and perform Tenant’s covenants herein contained, for each month of theperiod which would otherwise have constituted the balance of the Lease Term,the amount by which (x) the sum of (a) the Minimum Rent and all additional rentwhich would have been due, plus (y) the net amount, if any, of the rentscollected on account of the lease or leases of the Leased Premises.  Any such liquidated damages shall be paid inmonthly installments by Tenant on the day specified in this Lease for thecollection of Minimum Rent, any suit brought to collect the amount of thedeficiency for any month shall not prejudice in any way the rights of Landlordto collect the deficiency for any subsequent month by a similar proceeding, or,at Landlord’s option, and if permitted by law, Tenant shall pay such deficiencyon either of the accelerated bases as hereinafter set forth.  In computing such liquidated damages thereshall be added to such deficiency all expenses that Landlord may incur inconnection with reletting, such as attorneys’ fees and disbursements, brokerageand expenses of placing and keeping the Leased Premises in good order or ofpreparing the same for reletting as hereinafter provided and Landlord’s costsof performing its covenants under the new lease of the Leased Premises to theextent that the same are greater than Landlord’s duties hereunder.  Landlord, at Landlord’s option, may make suchalterations, repairs, replacements or decorations in the Premises as Landlordin Landlord’s sole judgment considers advisable and necessary for the purposeof reletting the Premises; and the making of such alterations, repairs,replacements or decorations shall not operate or be construed to release Tenantfrom liability hereunder.  Unlessotherwise required by law, Landlord shall in no event be liable in any waywhatsoever for failure to relet the Premises, or, in the event that thePremises are relet, for failure to collect the rent thereof under suchreletting nor shall the refusal or failure of Landlord to relet the LeasedPremises or any part or parts thereof release or affect Tenant’s liability fordamages.  Notwithstanding anythingcontained herein to the contrary, in the event that this Lease is terminatedpursuant to the provisions of this Lease, Landlord may recover from Tenant alldamages it may sustain by reason of Tenant’s default, including the cost ofrecovering the Leased Premises and attorneys’ fees, and, upon so electing andin lieu of the damages that might otherwise be recoverable under this

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Section or Section 28.3,Landlord shall be entitled to recover from Tenant, as and for Landlord’sdamages, an amount equal to the total Minimum Rent and projected additionalrent and charges for the entire remaining term of the Lease agreement of theparties.  Said amount shall be due andpayable in full upon the Tenant’s breach of this Lease agreement.  Tenant specifically acknowledges that Landlordshall have no obligation to mitigate the damages provided for in the foregoingportion of this paragraph, by reletting the premises or otherwise.  Landlord and Tenant specifically acknowledge thatthis remedy is a provision for liquidated damages and is not a penalty, thatthe damages which Landlord is likely to suffer should Tenant breach this Leaseagreement are impossible to calculate at the time this agreement is executed,and the parties have specifically negotiated this portion of the agreement.  If, for any reason, it is determined thatLandlord cannot collect the damages provided for in the immediately foregoingportion of this paragraph then Landlord shall be entitled to recover from Tenant,as and for Landlord’s damages, an amount equal to the difference between theMinimum Rent and additional rent reserved under this Lease for the period whichotherwise would have constituted the balance of the Lease Term and the thenpresent rental value of the Leased Premises for such period, without discountto present worth, all of which shall immediately be due and payable by Tenantto Landlord.

Section 28.3           Other Legal Remedies.   Eachright and remedy of Landlord provided for in this Lease shall be cumulative andshall be in addition to every other right and remedy provided for in this Leaseor now or hereafter existing at law or in equity or by statute or otherwise,and the exercise or beginning of the exercise by Landlord of any one or more ofthe rights or remedies provided for in this Lease or now or hereafter existingat law or in equity or by statute or otherwise shall not preclude thesimultaneous or later exercise by Landlord of any or all other rights orremedies provided for in this Lease or now or hereafter existing at law or inequity or by statute or otherwise.  Further,nothing herein contained shall be construed as limiting or precluding therecovery by Landlord against Tenant of any sums or damages to which, inaddition to or in lieu of the damages particularly provided for in Section 28.2and otherwise herein, Landlord may lawfully be entitled at the time when suchdamages are to be proved, by reason of any default hereunder on the part of theTenant.

Section 28.4           Waiver of Trial by Jury andCounterclaim.   Landlord and Tenant hereby waive trial by juryin any action, proceeding or counterclaim brought by either against the otherupon any matters whatsoever arising out of or in any way connected with this Lease,Tenant’s use or occupancy of the Premises, or any claim of injury or damage.  It is further mutually agreed that in theevent Landlord commences any summary proceedings for nonpayment of Minimum Rentor additional rent, Tenant will not interpose any counterclaim or offset of whatevernature or description in any such proceeding. It is specifically agreed that in the event that Landlord commences any judicialproceeding against Tenant, including a proceeding for nonpayment of MinimumRent or additional rent, Tenant will not interpose any defense, counterclaim oroffset of whatever nature or description.  Nor will Tenant raise any defense of waiver orchallenge the jurisdiction of the Court hearing any proceeding on the basis ofthe receipt by Landlord of any rent at any time including receipt subsequent toreceipt of notice of

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termination, terminationor claimed termination of the Lease by the Landlord and prior to commencementof judicial proceedings.  The partiesspecifically agree that receipt of rent shall under no circumstances give riseto a month to month tenancy.

Section 28.5           Holding Over.   If Tenant remains in possession of the LeasedPremises after the expiration of the term of this Lease, Tenant, at Landlord’selection, may be deemed to be occupying the Leased Premises as a tenant frommonth-to-month, at a monthly rental equal to 150% of the sum of (i) the monthlyinstallment of Minimum Rent payable during the last month of the Lease Term,plus (ii) 1/12 of one hundred and twenty-five (125%) percent of Common Chargesand Real Estate Taxes payable during the last year of the term.  Such tenancy shall be subject to all of theother terms, provisions, conditions and obligations of this Lease insofar asthey may be applicable to a month-to-month tenancy.

Section 28.6           Waiver of Redemption.   To the extent permitted by law, Tenanthereby expressly waives any and all rights of redemption granted by or underany present or future laws in the event of Tenant being evicted or dispossessedfor any cause, or in the event of Landlord obtaining possession of the LeasedPremises, by reason of the violation by Tenant of any of the covenants orconditions of this Lease.

Section 28.7           Late Payments.   Inaddition to any other remedies available to Landlord hereunder, Tenant shallpay to Landlord a bookkeeping and processing charge equal to the greater of (i)5% of any delinquent payment of Minimum Rent or additional rent or (ii) OneHundred Dollars ($100), when any such Minimum Rent or additional rent is paidmore than ten (10) days after the due date thereof.  Such payment shall be for the purpose ofdefraying the extra expense involved in processing, collecting and/or handlingdelinquent payments and shall be payable by Tenant to Landlord upon demand.  Tenant also shall pay interest, at the annualrate of 15% or the highest rate allowed by law, whichever is less, on paymentswhich are delinquent by more than ten (10) days and shall pay all attorneys’fees incurred by Landlord in the collection of past due rents with interest atthe aforesaid rate.

ARTICLE 29.   LIMITED LIABILITY OF LANDLORD

Section 29.1           Damage to Leased Premises.   TheLandlord and the Landlord’s agents and employees shall not be liable for, andTenant waives, any and all claims for damages to person and property orotherwise sustained by Tenant or Tenant’s agents, employees, assigns,licensees, concessionaires, invitees or any person claiming through saidparties resulting from any accident or occurrence in or upon the LeasedPremises, or any part of the Shopping Center.  Said waiver shall include, but not be limitedto, claims for damage to person or property resulting from any equipment orappurtenance out of repair, defective electrical, heating, air conditioning,plumbing, sewer, water system or installations or from the operation of saidequipment or installation, or damage by fire, steam, broken glass, ice, water,snow, gas entering the Leased Premises or for the acts, omissions or negligenceof trespassers or other occupants of the Shopping Center.

Section 29.2           Definition of Landlord.   The term “Landlord” as used in this Leasemeans only the owner or the

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mortgagee in possession,for the time being, of the building in which the Leased Premises are located sothat, in the event of any sale of such building, Landlord shall be and herebyis entirely freed and relieved of all obligations of Landlord hereunder arisingafter the date of transfer and it shall be deemed without further agreementbetween the parties and such purchaser that the purchaser has assumed andagreed to observe and perform all obligations of Landlord hereunder arisingafter the date of transfer.

Section 29.3           Non-recourse to Landlord.   It is specifically understood and agreed thatneither Landlord, nor any partner of Landlord, shall have any personal liabilitywith respect to any of the terms, covenants, conditions or provisions of this Lease. In the event of a breach or default byLandlord of any of its obligations under this Lease, Tenant shall look solelyto the equity of the Landlord in the Shopping Center for the satisfaction ofany claims which it may have against Landlord.

ARTICLE 30.   RIGHT TO CURE DEFAULTS

Section 30.1           Landlord’s Rights.   If Tenant shall fail to comply fully withany of its obligations under this Lease (including, without limitation, itsobligations to make repairs, maintain various policies of insurance, complywith all laws, ordinances and regulations and pay all bills for utilities),then Landlord shall have the right, at its option and in addition to any otherremedies it has under this Lease and without hereby waiving such default, tocure such breach at Tenant’s expense without notice in the case of emergencyand in any other case if such default continues after five (5) days writtennotice by Landlord.  Tenant agrees toreimburse Landlord (as additional rent) for all costs and expenses incurred asa result thereof together with interest thereon at the rate set forth inSection 28.7 promptly upon demand.

ARTICLE 31.   SIGNS

Section 31.1           Installation.   Tenantshall not, without Landlord’s prior consent, place or install any sign on theroof or on any exterior wall of the Leased Premises (including, withoutlimitation, both the interior and exterior surfaces of windows and doors)except that Tenant may install and maintain at its own cost and expense,including payments for permits, a storefront sign, provided same is approved byLandlord as to dimensions, content, material, location and design, whichapproval shall not be unreasonably withheld.  Tenant agrees that, if required by Landlord,all signs shall be union made and shall not be installed on the Leased Premisesor the building in which the Leased Premises are located until all approvalsand permits from all governmental agencies having jurisdiction are firstobtained and copies thereof delivered to Landlord together with evidence ofpayment for any fees pertaining to Tenant’s signs.  Notwithstanding the foregoing, Landlord’sconsent shall not be required for a banking regulation signage on the LeasedPremises.

Section 31.2           General Provisions.   Tenantshall procure appropriate workmen’s compensation and liability insurancepolicies covering the installation and maintenance of any signs, and all suchpolicies or certificates of such policies shall be delivered to Landlord priorto the

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commencement of any workand shall provide that such policies are not cancelable, except upon ten (10)days’ written notice to Landlord.  In theevent Landlord shall deem it necessary to remove such sign or signs in order topaint or make any repairs, alterations or improvements in and upon the LeasedPremises, or the building in which same is situated, or any part thereof,Landlord shall have the right to do so, provided the same be removed andreplaced at Landlord’s expense, whenever such repairs, alterations orimprovements shall have been completed.

ARTICLE 32.   MISCELLANEOUS PROVISIONS

Section 32.1           Right to Relocate.    (intentionally deleted)

Section 32.2           Right to Change Payments Due.   (intentionally deleted)

Section 32.3           Easement for Pipes.   Tenants shall permit Landlord or itsdesignees to erect, use, maintain and repair pipes, cables, conduits, plumbing,vents and wires, in, to and through the Leased Premises, as and to the extentthat Landlord may now or hereafter deem it to be necessary or appropriate forthe proper operation and management of the Shopping Center.  All such work shall be done, so far aspracticable in the sole determination of Landlord, in such manner as to avoidunreasonable interference with Tenant’s use of the Leased Premises and willcoordinate any access with respect to Tenant’s security and privacyrequirements.

Section 32.4           Environmental Matters.  (a) Tenant agrees that it shall comply withall local, state and federal laws, rules and regulations dealing with the manufacture,generation, use, storage, treatment, transportation, disposal, release orremoval of hazardous substances, materials, pollutants, contaminants, wastes,including but not limited to, the Comprehensive Environmental Response,Compensation and Liability Act (“CERCLA”), 42 U.S.C. 9601 etseq.,the Federal Water Pollution Control Act, 33 U.S.C. 1231, etseq.,the Emergency Planning and Community Right to Know Act, 33 U.S.C. 11000 etseq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C.6901 etseq. and the Clean Air Act, 42 U.S.C. 7401 etseq.,as such laws may be amended or modified, whether such laws are presently inexistence or promulgated during the Lease Term and all rules and regulationspromulgated hereunder (“Environmental Laws”). Without limiting the foregoing, Tenant agrees that it will (i) givewritten notice to Landlord at least seven (7) days in advance of anymanufacture, generation, use, storage, treatment, transportation, disposal,release or removal of Hazardous Substances from or on the Leased Premises,  (ii) give written notice to Landlord withintwo (2) days of receipt of any notice of violation, claim, suit, orinvestigation relating to Hazardous Substances, (iii) immediately notify Landlord of any Hazardous Substance spill,release or discharge at or affecting the Leased Premises and immediately cleanup any such spill, release or discharge in compliance with all applicableEnvironmental Laws, (iv) not use or employ the property, facilities, equipmentor services of the Shopping Center to manufacture, generate, use, store, treator dispose of or release Hazardous Substances, whether or not they weregenerated or produced on the Leased Premises, and (v) defend, indemnify andhold harmless Landlord against any and all claims (including reasonableattorney and expert fees and

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cleanup costs), damage,liability and costs which Landlord may suffer, incur or pay resulting from orarising out of any manufacture, generation, use, storage, treatment,transportation, disposal, release or threat of release of Hazardous Substancesfrom or on the Leased Premises or the Shopping Center (x) as a result of Tenant’sactions or actions of Tenant’s agents, employees, guests or invitees or (y)arising during or attributable to all periods of Tenant’s possession of theLeased Premises.  “Hazardous Substances”means and includes all toxic or hazardous substances, materials, chemicals,contaminants, pollutants, and wastes, of whatever kind or nature, regulatedunder, defined in, or listed in any Environmental Laws.  Hazardous Substances include, withoutlimitation, asbestos, PCBs, CFCs, petroleum and lead-based paint.

(b)  If Tenant fails to fully comply with theterms of this Section, Landlord may, at its option, perform any or all of Tenant’sobligations thereunder and all costs and expenses incurred by Landlord(including reasonable attorney and expert fees and clean up costs) inconnection therewith shall be deemed to be additional rent payable by Tenant ondemand therefor.

(c)  Landlord agrees that it shall comply with alllocal, state and federal laws, rules and regulations dealing with HazardousSubstances which apply to the Leased Premises, whether such laws are presentlyin existence or promulgated during the Lease Term, relating to environmentalconditions existing or arising prior to the commencement of the Lease Term, exceptfor any and all laws or matters relating to the presence of asbestos orasbestos containing materials (hereafter“ACM”) at the Leased Premises.

(d)  Except for any and all laws or mattersrelating to ACM at the Leased Premises, Landlord agrees that it shall defend,indemnify and hold harmless Tenant against any and all claims, damage,liability and costs which Tenant may suffer, incur or pay resulting from or arisingout of any handling, storage, treatment, transportation, disposal, release orthreat of release of Hazardous Substances from or on the Leased Premises as aresult of (i) Landlord’s actions, or (ii) conditions existing at the LeasedPremises prior to the commencement of the Lease Term.

(e)  With respect to ACM, Tenant accepts theLeased Premises “as is” and understands that ACM may be present in theinsulation, ceiling tiles or otherwise in the Leased Premises.  Tenant agrees (i) not to conduct or permitactivities at the Leased Premises which would result in the disturbance of ACMor the release of asbestos fibers into the air, (ii) to comply with all local,state and federal laws, rules and regulations governing to the disturbance,monitoring, removal, encapsulation, repair, transportation and disposal of ACMapplicable to the Leased Premises or Tenant’s employees, guests and invitees,and (iii) defend, indemnify and hold harmless Landlord against any and allclaims, damage, liability and costs which Landlord may suffer, incur or payresulting from or arising out of any matters related to ACM, including but nolimited to, fines, penalties, personal injury lawsuits, or wrongful deathactions.

(f)  The terms of this Section shall survive theexpiration or termination of this Lease.

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Section 32.5           Force Majeure.   Theprovisions of this Section shall be applicable if there shall occur during theLease Term, or prior to the Lease Commencement Date, any (i) strike, lockout orlabor dispute; (ii) the inability to obtain labor or materials, or reasonablesubstitutes therefor; (iii) Acts of God, adverse weather conditions,governmental restrictions, regulations or controls, enemy or hostilegovernmental actions, civil commotion, fire or other casualty or otherconditions similar to those enumerated in this item (iii) beyond the reasonablecontrol of the party obligated to perform; or (iv) delays due to the act oromission of the other party.  If Landlordor Tenant shall, as the result of any of the above described events, failpunctually to perform any obligation on its part to be performed under this Lease,then such failure shall be excused and not be a breach of this Lease by theparty in question, but only to the extent occasioned by such event.  If any right or option of either party to takeany action under or with respect to this Lease is conditioned upon the samebeing exercised within any prescribed period of time and such named date shallbe deemed to be extended or delayed, as the case may be, for a period equal tothe period of the delay occasioned by any above described event.  Notwithstanding anything herein contained,however, (a) the provisions of this Section shall not be applicable to Tenant’sobligation to pay Minimum Rent or additional rent or any other charge requiredto be paid by Tenant hereunder, and (b) with respect to any other obligation ofTenant pursuant to this Lease, only the events described in item (iii) of thefirst sentence of this Section shall be deemed to excuse performance for thepurpose of this Section.

Section 32.6           Time of the Essence.   Timeshall be of the essence as to each and every obligation of Tenant hereunder.

Section 32.7           Landlord’s Consent.   WheneverLandlord’s consent or approval is required pursuant to the terms of this Lease,Landlord may grant or withhold such consent or approval, or may grant suchconsent or approval upon such terms and conditions as Landlord may deemadvisable, in Landlord’s sole and absolute discretion.  Any such consent or approval must beexpressly given in writing signed by Landlord in order to be binding uponLandlord.

Section 32.8           Landlord’s Costs.   Anyreference contained in this Lease to “costs incurred by Landlord” or “expensesincurred by Landlord” or similar reference shall be deemed to include all costsand expenses incurred by Landlord, Landlord’s agents and employees and, withrespect to any activities carried out by Landlord, Landlord’s agents, andemployees, shall further include an amount equal to the value of the time spentengaged in such activities, as if the same were accomplished by an independentparty.

Section 32.9           Partial Payments.   Nopayment by Tenant or receipt by Landlord of a lesser amount of Minimum Rent oradditional rent than that provided herein shall be deemed to be other than onaccount of the earliest stipulated rent, nor shall any endorsement or statementon any check or any letter accompanying any check or payment as rent be deemedan accord and satisfaction, and Landlord may accept such check or paymentwithout prejudice to Landlord’s right to recover the balance of such rent orpursue any other remedy provided herein.

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Section 32.10         Attorney’s Fees.   Should itbe necessary for Landlord to employ legal counsel to enforce any of theprovisions of this Lease, Tenant agrees to pay all reasonable attorneys’ feesand other costs and expenses including court costs incurred.  In the event of any action or proceedingbrought by either party against the other under this Lease, the prevailingparty shall be entitled to recover all reasonable attorneys’ fees and othercosts and expenses incurred in connection with such action or proceeding,including the cost of appeal, if any.

Section 32.11         No Waiver.   One or morewaivers of any covenant or condition by Landlord shall not be construed as awaiver of a subsequent breach of the same or any other covenant or condition,and the consent of approval by Landlord to or of any act by Tenant requiringLandlord’s consent or approval shall not be construed to waive or renderunnecessary Landlord’s consent or approval to or of any subsequent similar actby Tenant.

Section 32.12         Titles of Articles.   Thetitles of the Articles throughout this Lease are for convenience and referenceonly, and the words contained therein shall in no way be held to explain,modify, amplify or aid in the interpretation, construction or meaning of theprovisions of this instrument.

Section 32.13         Invalidity of Particular Provisions.   Ifany term or provision of this Lease or the application thereof to any person orcircumstance shall to any extent be invalid or unenforceable, the remainder ofthis Lease, or the application of such term of provision to persons orcircumstances other than those as to which it is held invalid or unenforceable,shall not be affected thereby, and each term and provision of this Lease shallbe valid and be enforced to the fullest extent permitted by law.

Section 32.14         Successors and Assigns.   Exceptas herein otherwise expressly provided, the terms and provisions hereof shallbe binding upon and shall inure to the benefit of the heirs, executors,administrators, successors and permitted assigns, respectively, of Landlord andTenant.  Each term and each provision ofthis Lease to be performed by Tenant shall be construed to be both anindependent covenant and a condition. The reference contained to successors and assigns of Tenant is notintended to constitute a consent to assignment by Tenant, but has referenceonly to those instances in which Landlord may have given written consent to aparticular assignment.

Section 32.15         Guarantors.   (intentionallydeleted)

Section 32.16         Relationship of Parities.   Nothingcontained in this Lease shall be deemed or construed by the parties hereto orby any third party to create the relationship of principal and agent or ofpartnership or of joint venture or of any association whatsoever betweenLandlord and Tenant, it being expressly understood and agreed that neither thecomputation of rent nor any other provisions contained in this Lease nor anyact or acts of the parties hereto shall be deemed to create any relationshipbetween Landlord and Tenant other than the relationship of landlord and tenant.

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Section 32.17         Multiple Tenants.   If thisLease is executed by more than one party, it is specifically agreed that theLandlord may enforce the provisions hereof with respect to one or more of suchparties without seeking to enforce the same as to all or any other suchparties, and each of the tenants hereby waives any requirement of joinder ofall or any other of the parties hereto in any suit or proceeding to enforce theprovisions hereof.  The liabilityhereunder of all parties hereto shall be joint and several.

Section 32.18         Complete Agreement.   Thiswriting contains the entire agreement between the parties hereto, and no agent,representative, salesperson or officer of Landlord hereto has authority to makeor has made any statement, agreement or representation, either oral or written,in connection herewith, modifying, adding or changing the terms and conditionsherein set forth.  No amendment ormodification of this Lease shall be binding unless such amendment ormodification is in writing and signed by the party against whom such amendmentor modification is being enforced. Tenant further agrees that this Lease shall have no force or validityuntil and unless it is returned to Tenant duly executed by Landlord.

Section 32.19         Corporate or Other Authority.   Ifthe Tenant is a corporation or other entity, each individual executing thisLease on behalf of said entity represents and warrants that he is dulyauthorized to execute and deliver this Lease on behalf of said entity inaccordance with the Charter, By-Laws or other governing documents of saidentity and that this Lease is a valid and binding obligation of Tenant and anyGuarantor of this Lease, enforceable in accordance with its terms.

Section 32.20         Governing Law.   This Leaseshall be governed by and construed in accordance with the laws of the State inwhich the Shopping Center is located.

Section 32.21         Exhibits.   The followingExhibits are attached to this Lease and are made a part of this Lease by thisreference:

Exhibit A - LeasedPremises

Addendum - ExtensionOption

Landlord andTenant have duly executed this Lease.
| Landlord: | ARBUTUS SHOPPING CENTER |
|-----------|-------------------------|
|      | LIMITED PARTNERSHIP     |
|      |                    |   |
|      | by: KSB Realty, L.L.C.  |
|      | its: General Partner    |
|      |                    |   |
| Date:     | 4/28/06                 |   | By: | /s/ Ricki Singer |
|      | its                     | member |
|      |                    |   |
| Tenant:   | CARROLLTON BANK         |
|      |                    |   |
| Date:     |                    |   | By: | /s/ Robert A. Altieri |
|      | its                     |   |

 

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LANDLORD

STATE OF                                                            )

                                                                                )

COUNTY OF                                                         )

On the            day of              , 20   , before me personally came                      ,  to me known, who, being by me dully sworn,did depose and say that he is a Member of KSB Realty, L.L.C. and that    he executed the foregoing instrument withauthority on behalf of said L.L.C.
|        |          |   |
|--------|---------------|--------|
|   | NOTARY PUBLIC |

TENANT (Corporate)

STATE OF Maryland    )

                                       )

COUNTY OF Baltimore)

On the 27th day ofApril, 2006, before me personally came Robert Altieri, to me known, who, beingby me duly sworn, did depose and say that he is the                         of             ,      a                    corporation and that    heexecuted the    foregoing instrument on behalf of saidcorporation.

MY COMMISSION EXPIRES JAN. 1, 2007
|        | [ILLEGIBLE]   |   |
|--------|---------------|--------|
|   | NOTARY PUBLIC |

 

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EXHIBIT A

Leased Premises

(ARBUTUS SHOPPINGCENTER ARBUTUS, MARYLAND IMAGE)

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ADDENDUM TO LEASE

BETWEEN

ARBUTUS SHOPPING CENTERLIMITED PARTNERSHIP

AND

CARROLLTON BANK

1)  Extension Option(s).  (a) Tenant shall have the right, at its option, to extend the term of thisLease for the Extension Period(s) upon the same terms, covenants and conditionsherein set forth; provided, however, that the Minimum Rent for the first LeaseYear of each Extension Period shall be increased to the greater of (i) themarket rate then being charged for similar space in the Shopping Center or (ii)the Minimum Rent for the preceding Lease Year increased by three percent(3%).  Thereafter, the Minimum Rent foreach successive Lease Year during each Extension Period shall be an amountequal to the Minimum Rent for the last preceding Lease Year, increased by threepercent (3%) per annum.

In order to exercise theExtension Option, Tenant shall be required to give written notice of itsintention to extend at least six (6) months but not more than nine (9) monthsprior to the Lease Termination Date, or expiration of the then currentExtension Period, as the case may be. Failure to deliver timely notice as required above shall cause theExtension Option, and all remaining Extension Options, to lapse and be of nofurther force and effect.  Further, ifTenant shall be in default of the terms of this Lease, Tenant shall not havethe right to exercise the Extension Option and if Tenant shall defaulthereunder after such right has been exercised but within the six (6) monthperiod preceding the Extension Period such election shall, at Landlord’soption, be null and void.

(b)  In the event that Tenant shall disputeLandlord’s determination of the market rate of rent being charged for similarspace pursuant to the paragraph above, Tenant shall give notice to Landlordwithin ten (10) days of Tenant’s receipt of such Landlord’s determination, andthe market rate shall be determined as follows: The market rate shall be determined by a single arbitrator appointed inaccordance with the American Arbitration Association Real Estate ValuationArbitration Proceeding Rules.  Sucharbitrator shall be impartial and shall have not less than ten (10) year’sexperience in the County where the Shopping Center is located, in a callingrelated to the leasing of commercial space in premises comparable to theShopping Center.  Within fifteen (15)days following the appointment of such arbitrator each party shall submit areport setting forth its determination of the market rate of the LeasedPremises for the applicable term, together with such other information as suchparty shall deem relevant.  Thearbitrator shall, within thirty (30) days following such hearing and submissionof evidence render his decision by selecting the determination of market ratethen being charged for similar space in the Shopping Center.  It is expressly understood that sucharbitrator shall have no power or authority to select any market rate otherthan the market rate submitted by Landlord or Tenant, and the decision of sucharbitrator shall be final and binding upon the Landlord and Tenant.  Prior to the determination of the arbitrator,Tenant shall pay Minimum Rent in an amount equal to the Landlord’sdetermination of market rate submitted to Tenant pursuant to this Section, andfollowing the arbitrator’s final determination, the amount of any overpaymentor underpayment shall be adjusted between the parties on demand.  The cost of arbitration shall be borne by theparty whose determination of Market Rate is not selected by the arbitrator.

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