Exhibit 10.23 GROUND LEASE  BETWEEN  TARRAGON, INC.  LANDLORD  AND  CARROLLTON BANK  TENANT


EXHIBITS  EXHIBIT A
  
  Center Site PlanEXHIBIT A-l
  
  Premises Site PlanEXHIBIT A-2
  
  Legal Description of
  PremisesEXHIBIT B
  
  Construction
  RequirementsEXHIBIT B-l
  
  Description of
  Landlords Work and Tenants WorkEXHIBIT B-2
  
  Signage CriteriaEXHIBIT C
  
  Form of
  Subordination and Non-Disturbance AgreementExhibit D
  
  Rule and
  Regulations


GROUND LEASE  THIS
GROUND LEASE(Lease)by and between TARRAGON, INC., a Maryland corporation (Landlord);and Carrollton Bank, a Maryland corporation,
(Tenant).  WITNESSETH: That
in consideration of the mutual covenants and agreements herein contained,
Landlord and Tenant, intending legally to be bound, hereby covenant and agree
as set forth below.  1.Basic Lease Provisions and Definitions. 
This Section 1is an
integral part of this Lease and all of the terms hereof are incorporated into
this Lease in all respects. In addition to the other provisions which are elsewhere
defined in this Lease, the following, whenever used in this Lease, shall have
the meanings set forth in this Section, and only such meanings, unless such
meanings are expressly contradicted, limited or expanded elsewhere herein:  (a)DATE OF LEASE: 8/13, 2007.  (b)THE CENTER:  ; as shown on Exhibit A  (c)LANDLORDS MAILING ADDRESS:  General Notices:  Attn: Gregory
Kamenetz 2903 N. Charles
Street Baltimore, MD
21218  For payments of
rent:  Attn: Gregory
Kamenetz 2903 N. Charles
Street Baltimore, MD
21218  With a copy of
general notices to:  Gregory Kamenetz 1989 Mahre Drive Park City, UT
84098  (d)TENANTS MAILING ADDRESS:  Attn:
Robert Altieri, President 344
N. Charles Street Baltimore,
MD 21201  With
a Copy to: William C. Rogers, Jr., Esq.


Rogers, Moore &
Rogers, LLP 6 S. Calvert
Street Baltimore, MD
21202  (e)TENANTS TRADE NAME (Section 17):
Carrollton Bank  (f)PREMISES (Section 2): as shown onExhibit A-l.  (g)     LAND AREA
OF THE PREMISES: Approximately 42,000 square feet + of land area; as
shown on Exhibit A.  (h)     LEASE
TERM (Section 3):  Term:
Twenty (20) years plus four (4) five (5) year options. Rent
Commencement Date: (see Section 3). Termination
Date: (see Section 3).  (i)FIXED RENT (Section 4): See Section 4.  (j)      SECURITY
DEPOSIT (Section 5):   Deleted.  (k)     GROSS
LEASABLE AREA OF THE CENTER (Section 2): See Section 2(e).  (l)      PERMITTED
USE (Section 17): Tenant intends to use and occupy the Premises for the purpose
of operating a financial services center and all other uses associated with
such a business.. In no event shall Tenant be precluded from using the Premises
for all banking, residential mortgage lending and related regulatorily approved
financial services permissible for banks and bank-affiliated companies
(Financial Services). Tenant may use the Premises for any use permitted in Section 17(a) hereof.  (m)TAX CHARGE (Section 12): See Section 12.  (n)     COMMON
AREA CHARGE (Section 14): See Section 14.  (o)     EXHIBITS:
The Exhibits and Schedules attached to this Lease are hereby
incorporated in and made a part hereof.  EXHIBIT A
  
  Center Site PlanEXHIBIT A-l
  
  Premises Site PlanEXHIBIT A-2
  
  Legal DescriptionEXHIBIT B
  
  Construction
  RequirementsEXHIBIT B-1
  
  Description of
  Landlords Work and Tenants WorkEXHIBIT B-2
  
  Signage CriteriaEXHIBIT C
  
  Form of Subordination
  and Non-Disturbance AgreementEXHIBIT D
  
  Rules and
  Regulations  2


2.Premises.  (a)Landlord hereby demises and lets unto Tenant and
Tenant hereby leases and takes from Landlord the premises (the Premises)constituting a part
of the Center development identified in Section 1(b)(Center)and more particularly shown on Exhibit A-1and legally described
in the legal description for the Premises attached hereto as Exhibit A-2together with all
rights, privileges, easements and appurtenances thereto, subject to the terms
and conditions herein contained. Within thirty (30) days after the Tenant opens
for business, the Tenant shall provide the Landlord with an as-built survey of
all the land and improvements inside of the perimeter/curb line and/or outside
loading area line of the Premises as approximately shown on Exhibit A-1,including, without
limitation, all landscaping, lights, loading facilities, paved parking areas
and drive-aisles within the Premises. Tenant shall use commercially reasonable
efforts to retain Morris & Ritchie Associates, Inc. to complete
the survey. The Landlord shall have the right to review and approve the survey.
Once the parties have reached agreement on the survey in the areas for Exhibits
A-1 and A-2, the parties shall execute an amendment to this Lease substituting
a new legal description and site plan for those attached hereto as Exhibit A-1and Exhibit A-2.Landlord has
approved the Tenants Improvements as set forth in exhibit B and B-l.  (b)The locations and boundaries of the
Premises and the Common Areas (as hereinafter defined) are shown on Exhibit Aand Exhibit A-1.Subject to the
provisions of Section 2(f)hereof,
Landlord reserves the right, outside of the Premises, to increase, reduce or
change the number, size, height, layout or locations of the buildings and/or
any of the Common Areas now or at any time hereafter forming a part of the
Center, in any manner whatsoever as Landlord may in its discretion, from time
to time deem proper; provided, however, that Landlord shall not, without
Tenants prior written consent, make any change that materially and adversely
affects the ingress and egress to the Premises from Belair Roador reduce the visibility
of Tenants building and signage in any way (except that Landlord may construct
other improvements in the approximate location shown on Exhibit Awithout first receiving
Tenants written consent), which consent shall not be unreasonably withheld,
conditioned or delayed. Landlord also reserves the right (i) to change the
name of the Center at any time after notice to Tenant; and (ii) to
construct or reconstruct the Center at various times in various sections or
phases, provided such does not impair Tenants ability to conduct its business
in the ordinary course and does not obstruct the visibility of Tenants
signage.  (c)Tenant shall also have a non-exclusive
right in common with other tenants in the Center, their customers, employees
and invitees to use all Common Areas located within the Center. All Common
Areas shall be subject to the exclusive control and management of Landlord.
Landlord hereby expressly reserves the right, from time to time (i) to
construct, maintain and operate lighting and other facilities, equipment and
signs on all of the Common Areas; (ii) to police the Common Areas; (iii) to
change the area, level, location and configuration of the parking areas and
other facilities outside of the Premises, provided that Tenants customers
shall have ample parking convenient to the Premises; (iv) to restrict
parking by tenants and other occupants of the Center outside of the Premises;
and (v) to establish, modify and enforce reasonable rules and
regulations with respect to the Common Areas and the use to be made thereof.
Landlord shall, in a manner which Landlord shall determine to be reasonable,
operate, manage, equip, decorate, light and maintain the Common Areas and keep
same in good condition and repair, free of trash, ice and snow, and Landlord
shall have the sole right and exclusive authority to employ and discharge all
personnel with respect thereto.  The term  3


CommonAreasas used in this Lease shall mean all
areas, space, facilities, equipment, signs and special services furnished in
the Center and designated by Landlord for the general use or benefit, in
common, of occupants of the Center, including Tenant, its officers, agents,
employees and customers, which facilities may include, but are not limited to,
the parking areas, sidewalks, walkways, service areas, roadways, loading
platforms, drainage facilities, retention ponds, utilities serving more than
one tenant in the Center; plumbing systems, ramps, landscaped area, and other
similar facilities available from time to time. The Common Areas shall also
include: (i) the entrances and exits from the Center installed, and (ii) the
common utility easements serving the Center. Tenants rights and obligations
with respect to the Common Areas, shall
at all times be subject to easements and restrictions of record, including but
not limited to the Declaration of Restrictions, Covenants, Easements and
Maintenance and Cost Sharing Agreement (hereinafter the Reciprocal Easement Agreement)
dated.  (d)For purposes of this Lease, the term Premisesincludes the improvements to be
constructed by Tenant pursuant to Exhibits
Band B-l(excluding
Tenants trade fixtures and equipment installed therein) and all alterations,
repairs, replacements and modifications thereto. Tenant hereby grants a
non-exclusive right in common with Landlord and other tenants in the Center,
their customers, employees and invitees to use all Common Areas located within
the Premises, except Tenant may post signs designating 21 parking spaces (2
handicap and 19 regular) as highlighted in yellow on attached Exhibit A-l
as limited for the use of Tenants personnel or customers only.  (e)For purposes of this Lease, the term Gross Leasable Area of the Centershall
be deemed to mean the total usable land area in square feet of those portions
of the Center (as existing or as the same may at any time hereafter be
designated, enlarged or reduced) which are exclusively appropriated for use by
lessees or tenants of the Center whether constructed, leased or vacant. On the
date of this Lease the Gross Leasable Area of the Center (including the
Premises) is estimated to be (when constructed) approximately 11,919 square
feet. For purposes of this Lease other than Taxes (as hereinafter defined), the
term Tenants Proportionate Shareor
Proportionate Shareshall be
deemed to mean a fraction, the numerator of which shall be the gross square
footage of the Improvements (as defined in Exhibit Bhereto) on the Premises and the denominator of which shall be the Gross
Leasable Area of the Center. This shall be stated as 19.4716%.  This number cannot be increased by action of
the Landlord or other tenants, but can be reduced, based on any change by
Landlord or other tenants of the Center. This number can be increased based on
Tenants actions.  (f)Landlord herewith grants Tenant, its
successors and assigns a nonexclusive easement appurtenant to the Premises over
the Common Areas of the Center for the construction, installation, use and
maintenance of any utility lines necessary to serve the Premises, provided such
will not adversely affect traffic flow or access to the balance of the Center.
If any governmental agency requires dedication of the above described utility
easements, Landlord and Tenant agree to join in such dedication. After
completion of any construction or maintenance by Tenant, which shall be
accomplished as expeditiously as possible, Tenant covenants to repair or
replace all concrete, asphalt and landscaping to the condition existing prior
to excavation by Tenant except as modified by the work performed by Tenant.
Landlord agrees to maintain in good condition and repair any utility lines not
dedicated to a public authority which serve the Center and the Premises; provided,
however, that Tenant shall be solely responsible for the cleaning and repair of
any sewer lines of which it has exclusive use of between the Premises and  4


the public lines
in the bed of Belair Road necessitated by Tenants misuse of the sewer lines
located in the Center. Tenants use, maintenance or repair of any utilities
servicing the Premises shall at all times be subject to the provisions of the
Reciprocal Easement Agreement.  3.Landlords Work.  On or about
August 1, 2007, Landlord shall provide the Leased Premises with the majority
of Landlords Work completed and in adequate condition for Tenant to commence
the construction of its building improvements. Tenant acknowledges that several
items as part of Landlords Work, such as the sidewalks, curbing, and
landscaping, will be completed by Landlord simultaneously as Tenant is
completing its improvements. In no event shall the Lease Term begin until such
time that Landlords Work shall be substantially completed.  Landlords Work includes:  (a)Completing the construction of the finished pad site
for Tenants building in good workmanlike manner in the dimensions and location
shown on Exhibit A.  (b)Stubbing all appropriately sized utilities for Tenants
intended use to within five feet of Tenants building, including public
sanitary sewer, water, electric, telephone, and cable.  (c)Completion of the required sidewalks and curbing on
the Premises.  (d)Grading and compacting of soil to within 5% of ASTM
Standards for soil conditions and compaction as certified by a licensed
engineer.  (e)Base paving of parking lot and the required access
areas to the Premises.  (f)Final surface paving (including painting and
installation of signage) to be promptly completed after completion of Tenants
building.  4.Term.  (a)Tenant shall have and hold the Premises for a
Preliminary Term (commencing after delivery of the Pad site to Tenant through
commencement of the Lease Term) and the Lease Term, unless sooner terminated or
extended as hereinafter provided. The Preliminary Term of the Lease will begin
upon lease execution and will continue until the date immediately prior to the
date of commencement of the Lease Term. The Lease
Termshall run for a period of twenty (20) years and shall commence
on the date (the Rent Commencement Date)which
is the earlier of (i) one hundred eighty (180) days following the Pad
Delivery Date (as defined in Section 15) or (ii) the date Tenant
commences operations from the Premises. In the event the Rent Commencement Date
is on a day other than the first day of a calendar month, then the Lease Term
shall continue in full force and effect for the period from the Rent
Commencement Date to the first day of the calendar month next succeeding plus
the period of the term set forth in Section 3.When
such Rent Commencement Date is determined, Landlord shall deliver to Tenant a
notice which confirms the commencement and expiration dates of the Lease Term.
As used in this Lease, the term Lease Yearshall
mean the twelve (12) full calendar months following the Rent Commencement Date
and each successive twelve (12) month period thereafter.  5


(b)Provided Tenant is not then in default
under the terms of this Lease, beyond any applicable grace period for curing
the same, Tenant shall have the option to extend the term of this Lease for
four (4) additional periods of five (5) years (herein referred to
individually as Extended Termand
collectively as the Extended Terms)upon
all of the same terms, covenants and conditions of this Lease. In order to
exercise one of the foregoing options, Tenant must notify Landlord of such
exercise at least nine (9) months, but in no event earlier than two (2) years,
prior to the expiration of the Lease Term or the then exercised Extended Term
as the case may be. It is the intention of the parties hereto to provide for a
maximum Lease Term expiring forty (40) years after the Rent Commencement Date,
should Tenant exercise all of its options for Extended Terms, but nothing
herein shall require the Tenant to exercise such options.  5.Fixed Rent. Tenant covenants and agrees to pay to Landlord,
without previous demand therefor and without any setoffs or deductions
whatsoever, the Fixed Rent as set forth hereinbelow, payable in equal monthly
installments, in advance, on or before the first day of each and every calendar
month throughout the Lease Term and the Extended Terms. In the event the Rent
Commencement Date is other than the first day of a calendar month, the Fixed
Rent (as well as all Additional Rent and charges reserved hereunder) for the
portion of the then current calendar month shall be prorated on the basis of a
thirty (30) day month and shall be paid immediately on the Rent Commencement
Date.  Lease
  Years
  
  Annual Fixed Rent
  
  Monthly Payment of Fixed
  RentLease
  Years 1  5
  
  $
  155,000.00
  
  $
  12,916.67Lease
  Years 6  10
  
  $
  178,250.00
  
  $
  14,854.17Lease
  Years 11  15
  
  $
  204,987.50
  
  $
  17,082.29Lease
  Years 16  20
  
  $
  235,735.62
  
  $
  19,644.63First
  Extended Term
  
  $
  271,095.96
  
  $
  22,591.33Second
  Extended Term
  
  $
  311,760.35
  
  $
  25,980.03Third
  Extended Term
  
  $
  358,524.00
  
  $
  29,877.00Fourth
  Extended Term
  
  $
  412,303.06
  
  $
  34,358.58  The first
installment of Fixed Rent due hereunder shall be paid to Landlord upon
execution of this Lease and shall be returned to Tenant if Tenant terminates
the Lease under Section 6 below.  6.Due Diligence Period. Tenant shall have a ninety (90) day
Inspection Period from the date of execution of this Lease in which to
inspect and investigate the Premises and perform soil and other tests thereon;
review the laws applicable to the Premises and the development thereof and the
availability and probability of Tenants receipt of all necessary governmental
approvals; obtain surveys and other similar materials; obtain site plan
permits; obtain any title insurance commitment therefor; review the
availability of utilities and drainage facilities and easements therefor;
review the impact of the Laws and/or conditions of the site on the economic or
other  6


feasibility of
constructing and operating the Tenants Improvements on the Premises; review
the access to the Premises and matters such as curb cuts, crossovers, traffic
signalization and the like; review any environmental conditions of the
Premises; and review any other matters relating to Tenants anticipated use of
the Premises and the Tenants Improvements and/or the value, cost, utility or
feasibility thereof. Tenant may terminate this Lease by written notice given to
Landlord on or before 5:00 p.m. of the last day of the Inspection Period
if Tenant is, for any reason, dissatisfied with the results of the
aforementioned inspections, investigations, tests, reviews, applications, or
other matters, in which event the parties shall have no further rights or
liabilities hereunder. Absent such notice being delivered in a timely manner,
this Lease shall be and remain in full force and affect.  7.Additional Rent. In addition to the Fixed Rent, all
other payments to be made by Tenant hereunder to Landlord shall be deemed Additional Rentand, unless otherwise
provided, shall be due and payable within twenty (20) days after receipt by
Tenant of such itemized bill setting forth the amount due and the computation
of Tenants Proportionate Share, if applicable. Landlord shall have the same
rights and remedies upon Tenants failure to pay any Additional Rent as for the
non-payment of the Fixed Rent.  8.Past Due Rents.  (a)If Tenant shall (i) fail to pay any
Fixed Rent within ten (10) days after the same is due and payable, (ii) fail
to pay any Additional Rent or other charges within the time frame they are due,
then Tenant shall also pay to Landlord a late payment fee equal to five percent
(5%) of the laterent.  (b)In the event that any payment made by
Tenant is returned to Landlord for insufficient funds, Tenant shall pay to
Landlord a processing fee of Seventy-Five Dollars ($75.00) per returned
payment, in addition to all other sums due and owing under this Lease.  (c)None of the provisions of this Section 8shall be construed to extend
the date for payment of any payments of Fixed Rent or Additional Rent hereunder
or to limit Landlord in the exercise of its rights and remedies under this
Lease.  (d)All payments and all statements required
to be tendered by Tenant to Landlord shall be delivered to Landlord or
Landlords designee at the Landlords mailing address set forth in Section1(c) hereof,
or at such other place as Landlord may from time to time designate inwriting.  (e)If Tenant shall fail to make any required
payment after expiration of all grace periods and any applicable notice and
cure period, such unpaid amounts shall bear interest from the date of the
expiration of the notice and cure period at the rate of 7.00% per annum or the
highest rate permitted by applicable law whichever is less.  (f)All Fixed Rent and Additional Rent due
hereunder shall be deemed rent.  9.Leasehold Mortgages.  9.1.Landlord hereby consents to the execution
and delivery by Tenant of one or more Deeds of Trust from time to time
(including indemnity deeds of trust) on Tenants leasehold  7


interest only (the
Leasehold Mortgage,the
holder thereof is herein referred to as a Leasehold
Mortgagee);and agrees that such execution and
delivery will not constitute a default by Tenant under the Lease. The foregoing
consent shall not be deemed to be a consent by Landlord to any encumbrance of
the Property by the Tenant.  9.2.With respect to any Leasehold Mortgagee
or other person providing financing as to which Landlord shall have been given
notice, the following shall apply notwithstanding any other provision of this
Lease to the contrary:  (a)No voluntary cancellation, termination,
surrender or modification of this Lease shall be effective as to any Leasehold
Mortgagee unless notice is given to such Leasehold Mortgagee at least thirty
(30) days prior to such action.  (b)Landlord, upon providing Tenant any
notice of intent to terminate this Lease after a default shall, at the same
time, for such notice to be effective and enforceable, endeavor to provide a
copy of such notice to the Leasehold Mortgagee; Tenant shall provide the
Leasehold Mortgagee with acopy of any such notice of intent
to terminate after a default upon receipt from Landlord. From and after such
notice has been given to the Leasehold Mortgagee, the Leasehold Mortgagee shall
have the same period, after the giving of such notice upon it, for remedying
any default which is the subject matter of such notice of intent to terminate,
or causing the same to be remedied, as is given Tenant after the giving of such
notice to Tenant, to remedy or cause to be remedied the defaults, which are the
subject matter of such notice specified in any such notice of intent to
terminate. Landlord shall accept such performance by or at the instigation of
the Leasehold Mortgagee as if the same had been done by Tenant. Tenant
authorizes the Leasehold Mortgagee to take any such action at the Leasehold
Mortgagees option and Landlord and Tenant do hereby authorize entry upon the
Premises by the Leasehold Mortgagee for such purpose.  (c)No Leasehold Mortgagee shall become
liable under the agreements, terms, covenants or conditions of this Lease
unless and until it becomes the owner of the leasehold estate. In the event
that the Leasehold Mortgagee becomes the owner of the leasehold estate, any
assignment of the entire interest in this Lease by the Leasehold Mortgagee as
owner of the leasehold estate shall be subject to Section 22of this Lease.  (d)In no event shall Landlord be required to
subject or subordinate its fee title to the Premises to secure any Leasehold
Mortgage entered into by Tenant or other loan or financial obligations incurred
by Tenant and Tenant shall have no authority, express or implied, to create or
place any mortgage or deed of trust of any kind or nature whatsoever upon
Landlords fee title in the Premises.  (e)Nothing herein contained shall require
any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder.  10.Recapture.Deleted.  8


11.Utilities.  (a)Subject to the Landlords obligations
under Exhibit B-1and
Landlords Work under Paragraph 3 hereof, Tenant shall install and use the
utilities serving the Premises in accordance with the criteria set forth herein
and the rules and regulations of the public or private utility company or
the governmental agency supplying the same. Landlord shall not be liable for damages
or otherwise for any interruption in the supply of any utility to the Premises,
if caused by a party other than Landlord, its agents, contractors, or
employees, nor shall any such interruption constitute any ground for an
abatement of any of the rents reserved hereunder except in the event of the
grossly negligent acts by Landlord or Landlords agents, contractor or employees.  (b)Tenant shall make application for, obtain
directly, be solely responsible for and promptly pay directly to the public or
private utility company or governmental agency, whichever is supplying the
same, as and when the same become due and payable, all charges for water and
sewer (if separately metered), electricity, gas, telephone, and any other
utility used or consumed in the Premises, including, without limitation, all
connection fees.  (c)In the event Landlord elects or is
required to supply the utilities used or consumed in the Premises, Tenant
agrees to purchase from and pay Landlord for the same, as Additional Rent, at
the rates which the applicable public or private utility company charges
Landlord for furnishing such utilities (reduced by any commissions, fees,
discounts, or similar consideration received by Landlord or its agents or
assignees), plus applicable sales taxes thereon. Landlord shall have the right
to enter onto the Premises for the purpose of reading any submeter for utilities
supplied by Landlord. Landlord reserves the right to discontinue the furnishing
of any such utilities provided such utilities are provided by such other
private or public utility company. Landlord reserves the right to supply any
utility service to the Premises provided Tenant shall not be required to pay
more for such service than it would pay if acquired directly from the utility
company. If Landlord elects to supply utilities or to discontinue supplying
utilities, Landlord shall (i) supply such utilities without interruption
during the change of providers; (ii) install all meters for the utilities
it provides and remove any meters which are no longer needed.  12.Taxes.  (a)As used herein, the term Tax Chargeshall mean Tenants
Proportionate Share of all real estate taxes and assessments and other real
property (including improvements thereon) related governmental levies and
charges of any kind and nature excluding, however, all estate, inheritance,
capital stock, succession, gift, transfer (unless related to recording of this
Lease), franchise, excess profits, gross receipts and income taxes of Landlord
which may be imposed against the land area of the Center, and against the
buildings and all other improvements located on the Center during the Lease
Term (collectively, Taxes).
Tenant shall pay to Landlord, as Additional Rent, the Tax Charge within 30 days
of being billed same by Landlord, based on the actual tax bill. Tenants Tax
Charge shall be based on the taxes being paid before a penalty is incurred or a
discount lost. As used herein, the term Taxes shall
also mean and include all costs and fees (including reasonable attorneys fees
and/or the reasonable fees of any tax consultant retained by Landlord) incurred
by Landlord in reasonably contesting such taxes, levies and charges.  9


(b)Tenants Proportionate Share with regard
to Taxes attributable to land shall be computed and determined as a fraction,
the numerator of which shall be the total square footage of the land area of
the Premises (42,000 square feet) and the denominator of which shall be the
total square footage of the land area of the Center (95.693 square feet, as the
same may exist from time to time. Tenants Proportionate Share with regard to
Taxes attributable to land is 43.89%. Tenants Proportionate Share with regard
to Taxes attributable to Improvements (as defined in Exhibit B)
shall be computed and determined as a fraction, the numerator of which shall be
a gross square footage of the Improvements located on the Premises (2.882
square feet), and the denominator of which shall be the Gross Leaseable Area of
all the Center (14.882 square feet, including Tenants Improvements) as the
same may exist from time to time. Tenants Proportionate Share with regard to
Taxes attributable to the Improvements is 19.3656%. Notwithstanding the
foregoing, if the Improvements on the Premises are assessed by the applicable
taxing authority separately from the improvements located on the balance of the
Center, Tenant shall pay Taxes on such Improvements in accordance with such
separate assessment and, in addition, shall pay its Proportionate Share of
Taxes on the land portion of the tax bill for the Center.  (c)In the event the taxing authorities
include in such Taxes the value of any machinery, equipment, fixtures,
inventory or other personal property or assets of Tenant, Tenant agrees to pay,
before delinquency, the entire amount of the taxes attributable to such items
in addition to, but not in duplication of, the Taxes referred to above.  (d)If at any time during the Lease Term, a
tax or excise on rents or other tax, however described (except any estate,
inheritance, capital stock, succession, gift, transfer [unless related to
recording of this Lease], franchise, gross receipts, income or excess profits
taxes imposed upon Landlord) is levied or assessed against Landlord by any
lawful taxing authority on account of Landlords interest in this Lease or the
rents reserved hereunder, as a substitute in whole or in part, or in addition
to, the Taxes hereinbefore described, Tenant agrees to pay Landlord, as
Additional Rent, the amount of such tax, excise on rents or other tax. In the
event any such tax or excise on rents or other tax, however described, is
levied or assessed directly against Tenant by any lawful taxing authority on
account of Tenants interest in this Lease or the leasehold estate hereby
created or the rents to be paid by Tenant hereunder, then Tenant shall be
responsible therefor and agrees to pay the same before delinquency and provide
evidence thereof to Landlord.  (e)Tenant shall pay, before delinquency, all
taxes assessed against any personal property of any kind owned or used by
Tenant in or about the Premises and provide evidence thereof to Landlord.  (f)With respect to any Taxes for which
Tenant is responsible hereunder, Landlord shall provide Tenant a copy of an
official tax bill with the calculation of Tenants Tax Charge..  (g)Landlord shall pay, before delinquency, all
taxes assessed against the Center.  13.Landlords Insurance  (a)If insurance premiums for the Center are
increased due to Tenants conduct or the nature of Tenants business conducted
on the Premises, upon proof of same, Tenant shall pay the full cost of such
increase upon demand by Landlord.  10


(b)Tenant shall pay to Landlord Tenants
Proportionate Share of the cost of all insurance carried by Landlord covering
the Common Areas of the Center, including, without limitation (i) public
liability, personal and bodily injury and property damage liability and
automobile coverage, (ii) fire and extended coverage, vandalism and
malicious mischief and all broad form coverages covering the improvements in
the Center, other than any buildings in the Center, and (iii) sign
insurance, all in limits maintained by similar first class Centers in this
regional area. Tenants initial Proportionate Share of Landlords insurance is
currently estimated to be thirty three cents ($.33) per square foot of the
Tenants Building.  14.Maintenance of Common Areas.  (a)Landlord shall keep, or cause to be kept,
the Common Areas clean, reasonably free of ice and snow, in good condition and
repair; all in a manner consistent with the practices of first-class retail
Centers. In consideration of Landlords undertaking the operation and
maintenance of the Common Areas, Tenant covenants and agrees to pay to
Landlord, subject to adjustment as hereinafter provided, a monthly sum equal to
one-twelfth (1/12) of Landlords reasonable estimate of Tenants Proportionate
Share of the annual costs and expenses of operating, maintaining and cleaning
the Common Areas within those portions of the Center being so operated,
maintained and cleaned by or on behalf of Landlord for the then current year;
such monthly payment to be Additional Rent payable in advance at the same time
and place as the Fixed Rent. If Tenants Proportionate Share of such Common
Area Charges is more than Tenants payments so made, Tenant shall, within
thirty (30) days thereafter and as Additional Rent, pay to Landlord the
difference as the balance of its share of the Common Area Charges and, on the
other hand, if Tenants Proportionate Share is less than Tenants payments so
made, Landlord shall refund such excess to Tenant within thirty (30) days
thereafter. Tenants Common Area Charges shall not increase, year to year, by
more than 5% from the Charges for the prior year. Landlord shall use reasonable
business efforts to keep down the costs of the Common Areas maintenance.
Landlord shall promptly remove all snow and ice from the Premises so as to not
interfere with Tenants business.  (b)The Common
Area Chargesshall include, by way of example and not by
limitation, all normal and customary costs and expenses of (i) operating,
maintaining, repairing, landscaping, seasonally decorating, cleaning, removing
trash, sweeping, striping, and removing snow, ice and debris from said Common
Areas, provided that in no event shall Common Area Charges include the paving,
landscaping, striping and lighting of the Common Areas conducted as part of
Landlords initial construction of the Center, provided that any resurfacing or
parking lot overlay shall not be deemed a replacement hereunder, (ii) lighting,
maintenance, repair and replacement of any Center identification and
directional signage, (iii) water, sewer and electricity charges for Common
Area usage, (iv) sales, service and/or other use taxes on materials,
equipment, supplies and services and license and permit fees required for the
operation and maintenance of the Common Areas, (v) maintenance and repair
of storm water management systems serving the Center, including retention or
detention ponds, and other utility systems and maintenance and repair of
security systems and services and fire protection equipment and sprinkler
alarms and (vi) an administrative fee of ten percent (10%) of the Common
Area Charges for Landlords administration and operation of the Common Areas.  11


(c)Landlord shall cause the Premises and the
Common Areas to be lighted during the period from 1/2 hour before sunset til
10pm. Landlord shall keep all signage illuminated 24 hours every day, unless
prohibited by applicable law or regulation.  (d)Tenant shall provide, at its sole cost, a
trash container (dumpster) which the Landlord or governmental agencies may
require. Such trash container shall be located in a dumpsterarea shown
on Exhibit A,and
Tenant shall keep the dumpster in a sanitary condition andshall empty it at
least two (2) times per week, or more frequently if reasonably necessary
to eliminate odors. Additionally, notwithstanding the foregoing provisions of Section 14(a) above
to thecontrary, Tenant, and not Landlord, shall be solely
responsible for maintaining, repairing, andreplacing thescreening solely
around Tenants trash container, if same is on the Premises, and shall be solely responsible for
maintaining, repairing, and replacing all sidewalk landscaping and lighting (but not light fixtures)
located on the Premises. Tenant shall not permit undue accumulations of garbage, trash, rubbish, or other refuse, shall
remove the same at its own expense, and
shall keep such refuse in proper rodent-proof containers within the
Premises until called for to be removed.
All garbage, trash, and other refuse which is kept in such rodent-proof containers shall be bagged and
securely tied before being placed in the trash container described above. Tenant shall use reasonable
efforts to keep the area around the trash container located outside of the fenced enclosure trash
and litter free and reasonably stain free (which may require power-washing by Tenant) between the times that
Tenant cleans the Common Areas; and shall keep the area around the trash container located inside the fenced
enclosure and between the trash container
enclosure area and the Premises trash and litter free on a daily basis.  15.Landlords Pad Work. Landlord shall deliver to Tenant, and
Tenant agrees to accept from the Landlord,
possession of the Premises upon substantial completion of the portion of Landlords pad work which pertains to
the Premises as described in the Description of Landlords and Tenants Work attached hereto and
made a part hereof as Exhibit B-1(Landlords
Pad Work), which shall be the date on which Landlord
notifies Tenant in writing that such Landlords
Work with respect to the Premises is substantially complete as described
in Exhibit B-1hereof,
withthe
exception of such work Landlord cannot complete until Tenant performs necessaryportions
of its work (the Pad Delivery Date).  16.Tenants Improvements and Installations.  (a)In addition to Tenants Work as provided
in Exhibits Band B-1,Tenant shall fullyconstruct
Tenants Building and fully equip the Premises with all trade fixtures and equipment,lighting
fixtures, furniture, furnishings, floor coverings and any other fixtures and equipmentnecessary
for the proper operation of Tenants business as well as any signage permittedby
this Lease, all of which shall be in good condition and in working order.  (b)Excluding all improvements directly
related to Tenant conducting business in the ordinary course (however, in no
event shall the Tenant remove any items from the Premises if such removal shall
cause damage to the Premises or its improvements), all betterments and
improvements in or upon the Premises including, without limitation, all
carpeting, floor coverings, attached shelving, lighting fixtures, wall covering,
other fixtures and heating, ventilation and air conditioning equipment, shall,
at the option of Landlord, become the property of Landlord and shall remain
upon and be surrendered with the Premises as a part thereof at the expiration
or earlier termination of the Lease Term; provided, however, that Tenants
personal property, furniture, furnishings, and trade fixtures shall remain the
property of Tenant and shall  12


be removed prior to
expiration of the Lease Term. Any trade fixtures, equipment and other personal
property (exclusive of lighting, electrical, heating and air conditioning)
placed in or upon the Premises by Tenant shall remain Tenants property with
the right to remove the same at any time during the Term of this Lease,
provided that Tenant shall repair any damage to the Premises caused by such
removal. Landlord, if requested by Tenant, agrees to execute such documentation
waiving its rights to Tenants personalty and to all rights of levy for distraint
for rent against same as shall be required by any lender of Tenant; provided
any damage caused by, or resulting from, the removal of any trade fixtures,
equipment or other personal property shall be promptly repaired by Tenant or
the party entitled to remove same. Tenant shall remove such trade fixtures,
equipment and personal property from the Premises on or before ten (10) days
after the expiration or earlier termination of the Lease and shall repair any
damage to the Premises caused by such removal. Any of Tenants trade fixtures
remaining on the Premises after the expiration of such period shall be deemed
abandoned by Tenant or its subtenants or licensees and shall become the
property of Landlord without payment therefor.  (c)Technology/Satellite Dish: Tenant shall
be allowed to install, maintain, repair, and replace satellite dish(es) and
other technology apparatus on the roof of the building, the north or west walls
of the building, in a completely screened location on the ground, or in such
other location as approved by Landlord, such approval not to be unreasonably
withheld, conditioned, or delayed.  (d)Tenant shall pay to Landlord the sum of
ninety five thousand dollars ($95,000.00) as partial payment on the site costs
incurred by Landlord for the Center. Such payment shall be made to Landlord
upon substantial completion of Landlords Work and delivery of possession of the
Premises to Tenant.  17.Use of Premises.  (a)Tenants use of the Premises, inclusive
of any subletting or assignment, shall be for any lawful use consistent with a
neighborhood shopping center within the Baltimore-Washington Metropolitan Area,
but shall specifically exclude the following: (1) any exclusives granted
to tenants within the Center by Landlord or any then current uses within the
Center at the time of assignment or subletting; (2) any nude or semi-nude
dancing, bar, tavern, or lounge; (3) sale or rental of adult or x-rated
videos and related products; and (4) the display, sale, or treatment of
any drug paraphernalia services or patient related facilities. Prior to Tenant operating
for business in the Premises, Tenant shall obtain a certificate of occupancy/nonresidential
use permit from a proper governmental authority approving Tenants use of
Premises.  (b)Tenant shall keep and maintain the
interior and the exterior of the Premises and the adjacent parking areas in a
clean, safe, sightly, orderly, and sanitary condition.  (c)So long as Tenant is operating from the
Premises for Financial Services, Tenant shall have the exclusive right to each
of the following: (1) operate a Financial Services business, (2) have
automated teller machines, and (3) have Financial Services drive thrus in
the Center.  13


18.Operation of Business.  (a)Tenant agrees (i) to conduct
Tenants business in the Premises in a reputable manner; (ii) to keep and
maintain the Premises and Tenants personal property and trade fixtures in a
neat, clean, sanitary and safe condition; (iii) to apply for, secure,
maintain and comply with all licenses or permits which may be required; (iv) neither
to solicit business nor to distribute advertising matter in the parking areas
or other Common Areas (which restriction shall apply to all Leases of any part
of the Center). Notwithstanding the foregoing, so long as Tenant continues to
pay all rent due hereunder in a timely manner, Tenant shall have the right to
cease operating its business from the Premises and such cessation shall not be
a default under this Lease.  (b)Tenant and its servants, employees,
agents, sublessees, licensees and concessionaires shall observe faithfully and
comply with the reasonable rules and regulations for the Center attached
hereto as Exhibit D(Rules and
Regulations)as
Landlord may from time to time adopt; provided Tenant has received prior notice
of same. Such Rules and Regulations shall be enforced non-discriminatorily
and shall not materially limit or affect any of Landlords covenants and
obligations hereunder.  19.Laws, Waste or Nuisance  (a)Tenant agrees to comply with all present
and future Federal, state and local laws, ordinances, orders and regulations
affecting the Premises or the use thereof  (b)Tenant hereby agrees that Tenant, its
employees, agents, contractors or invitees shall not, at any time, cause or
permit Hazardous Material (as hereinafter defined) to be brought, stored,
manufactured, processed, treated, distributed, used or disposed of in, about or
from the Premises without the prior written consent of Landlord, which consent
shall be granted or withheld at Landlords discretion. Tenant shall submit with
its request for such consent an itemized list of (i) all Hazardous
Material which will be brought, stored, manufactured, processed, treated,
distributed, used or disposed of in, on or from the Premises; (ii) the
location in the Premises where such Hazardous Material will be stored: (iii) any
special storage requirements (i.e., temperature); and (iv) the purpose or
purposes for which the Hazardous Material is necessary. Tenant shall promptly
submit a revised list in the event that the information contained in the prior
list shall change. Tenant shall use, keep and store all Hazardous Material in a
safe and careful manner that complies with (1) all applicable laws and
ordinances regulating any individual Hazardous Material or Hazardous Materials
generally; (2) all instructions and guidelines given by the manufacturer
of any individual Hazardous Material; and (3) all requirements of
Landlords insurance carriers. As used herein, the term Hazardous Materialshall include
petroleum products, underground storage tanks and/or any hazardous, toxic or
dangerous waste, substance or material defined as such in (or for the purposes
of the Comprehensive Environmental Response, Compensation and Liability Act,
any state Superfundor Superlienlaw), or any other ordinance,
code, rule, regulation, order or decree regulating, relating to or imposing
liability or standards of conduct covering such Hazardous Material as may now
or at any time hereafter be in effect. The foregoing shall not be deemed to
prohibit or restrict the use of cleaning products or other products normally
utilized in the operation of Tenants business provided such are utilized in
accordance with all applicable laws. No underground storage tanks shall be
installed on the Premises.  (c)Tenant further agrees not to suffer,
permit or commit any waste, nor to allow, suffer or permit any objectionable
odors, vapors, steam, water, vibrations, noises or other undesirable effects to
emanate from the Premises, or otherwise to allow, suffer or permit the  14


Premises or any
use thereof to constitute a nuisance or to interfere with the safety, comfort
or enjoyment of the Center by Landlord or any other occupants of the Center or
their customers, invitees or any others lawfully in or upon the Center.  20.Competition. Deleted  21.Signage. In addition to its pylon signage, if permitted by
appropriate governmental authorities and provided same does not violate any
recorded restrictions on the Center nor reduce the total signage permitted for
the Center, Tenant, at its sole cost and expense, shall be entitled to erect
maximum building and monumental pylon signage on the Premises in compliance
with the sign criteria attached hereto as Exhibit B-2(the Sign Criteria).Tenant
agrees to maintain any such sign, awning, canopy, decoration, lettering,
advertising matter or other thing in good condition and repair at all times.  Tenant shall have
the right, at Tenants expenses, to install its standard sign panel on Land
lords pylon and the right to change any such signage consistent with any name change
of Tenants name or logo, from time to time, including exterior signs on the
Premises. Tenant shall have the right to display grand opening and promotional
banners.  22.Assignment and Subletting.  Except as provided
below, Tenant shall not assign the Lease or sublet the Premises without the
prior written consent of the Landlord, such consent not to be unreasonably
withheld, conditioned, or delayed. Upon Landlords consent to an assignment,
Tenant shall be released from all further obligations under the Lease. Tenant
shall have the absolute right to assign or sublet the Premises, without
Landlords consent, provided Tenant remains liable under the terms of the
Lease. The following shall not be considered an assignment and no consent shall
be required from Landlord: (i) a change in ownership of Tenant as a result
of a merger, consolidation, reorganization, or joint venture; (ii) the
sale of Tenants assets as a going concern only as it relates to the business
conducted on the Premises (a Branch Sale); (iii) a transfer of the Lease
to any entity if a regulatory agency having jurisdiction over Tenants business
requires that Tenant must divest itself of certain deposits and branch banking
facilities (a Divestiture); (iv) the sale, exchange, issuance or other
transfer of Tenants stock on a national exchange or between Tenants parent
company, if any, and any subsidiary, affiliate, related entity, or other entity
that controls, is controlled by, or is under common control with Tenant or to
any entity resulting from merger or consolidation with Tenant; (v) the
assignment of this Lease or sublease of all or any portion of the Premises to
Tenants parent entity, a wholly-owned subsidiary of Tenant or any other
related entity of Tenant, or to any entity which acquires Tenant through
merger, consolidation or other corporate action, or to any entity which
purchases all or any portion of the assets of Tenant; (vi) the sale or
transfer of at least ten (10) locations (including the Premises and this
Lease) in a bulk sale to one transferee; (vii) the sublet of less than
fifty percent (50%)of the Rentable
Square Feet of the Premises, in the aggregate, to one (1) or more parties;
or (viii) a collateral assignment of Tenants interest in this Lease to a
lender as security for any indebtedness of Tenant to the lender.  Tenant shall be
permitted to assign or sublet the Premises to any Permitted Use.  15


23.Repairs and Alterations.  (a)Subject to the provisions of Sections28
and29,
Landlord shall not be required to make any repairs or improvements of any kind
to the Premises unless caused by the negligence of it or its agents,
contractors, or employees. Landlord shall repair all defects in construction of
the Pad, parking lot, and common areas for a period of 10 years after
commencement of the Lease.  (b)Except as provided above, Tenant agrees,
at Tenants sole cost and expense, to keep and maintain the Premises and each
and every part thereof and improvements thereon in good order and condition and
to make all repairs and replacements thereto, and to the fixtures and equipment
therein and the appurtenances thereto, including, without limitation, the windows
and window frames, doors and door frames, entrances, store fronts, signs,
showcases, if any, floor coverings, interior walls, and the electrical,
heating, ventilating, air conditioning and plumbing systems, equipment,
fixtures and facilities within the Premises. Tenant shall keep the Premises and
all improvements thereon and all signs in a first class and attractive
condition throughout the entire term of the Lease.  (c)Following the initial construction of the
Tenants Work with respect to the Premises, Tenant shall have the right to make
alterations and improvements to the Premises from time to time; provided that
any alterations or improvements thereto of a material structural nature or
which substantially alter in any manner the exterior appearance thereof shall
be made by Tenant only in accordance with plans and specifications first
approved in writing by Landlord. The exterior elevations and exterior design
and treatment of any alterations or improvements must be architecturally
harmonious with the exterior design and treatment of the improvements
constructed on the balance of the Center. Tenant may not enlarge or expand the
building constructed initially on the Premises by Tenant without first
obtaining the prior written consent of Landlord, which consent may be granted
or withheld in Landlords reasonable discretion and will not be unreasonably
delayed or conditioned. Tenant covenants and agrees that it shall take no
action that shall require, in accordance with applicable governmental regulation,
more parking spaces to be provided for the Premises than are required based
upon the building initially constructed and the contemplated use thereof.
Notwithstanding anything herein to the contrary, in no event shall Landlords
consent to the above be considered approval by any applicable governmental
authority. No approved alteration or improvements hereunder shall be initiated
by the Tenant until all required permits and approvals from all applicable
governmental authorities have been obtained and copies of said permits and
approvals received by the Landlord together with a copy of a builders risk
policy naming Landlord as an additional insured.  24.Failure to Repair or Perform Covenants. If Tenant shall fail to make repairs or
to perform its other obligations in accordance with the provisions of this
Lease, or if Landlord is required to make any repairs by reason of any act,
omission, or negligence of Tenant, Landlord shall have the right, at its
option, to make such repairs or to perform such obligations on behalf of and
for the account of Tenant and to enter upon the Premises for such purposes, and
Tenant agrees to pay the cost and expense thereof as Additional Rent hereunder.  25.Covenant Against Liens. Tenant shall do all things reasonably necessary to
prevent the filing of any mechanics or other liens against the Premises by
reason of any work, labor, services or materials performed or supplied or
claimed to have been performed or supplied to Tenant, or anyone holding the
Premises, or any part thereof, through or under Tenant. Without limiting the
generality of the foregoing, Tenant agrees that the Center shall not be subject
to  16


attachment and Tenant
shall include in all contracts and subcontracts for work to be performed on
Tenants behalf at the Premises provisions whereby such contractor or
subcontractor acknowledges that Landlord has no liability under such contracts
and subcontracts and that such contractor or subcontractor waives any right it
may have to file a lien against or attach the Center. If any such lien shall at
any time be filed, Tenant shall either cause the same to be vacated and
canceled of record by bonding or otherwise within twenty (20) days after the
filing thereof or, if Tenant in good faith determines that such lien should be
contested, Tenant shall furnish such security as may be necessary as determined
by Landlord to release the same as a lien against the real property. If Tenant
fails to procure a release of such lien as prescribed in this Section, Landlord
shall have the right, but not the obligation, to procure a release of the lien
and charge the expense incurred in so doing (including the amount of the lien)
and reasonable attorneys fees to Tenant as Additional Rent.  26.Indemnity.  (a)Tenant hereby agrees to defend, pay, indemnify and
save free and harmless Landlord from and against any and all claims, demands,
fines, suits, actions, proceedings, orders, decrees and judgments of any kind
or nature by or in favor of anyone whomsoever and from and against any and all
costs and expenses, including attorneys fees, resulting from or in connection
with loss of life, bodily or personal injury or property damage arising,
directly or indirectly out of or from or on account of any occurrence in, upon,
at or from the Center caused by the negligence or willful misconduct of Tenant,
its agents, employees or contractors, in, upon, at or from the Premises, any
Common Areas or the Center.  (b)Landlord hereby agrees to defend, pay, indemnify and
save free and harmless Tenant from and against any and all claims, demands,
fines, suits, actions, proceedings, orders, decrees and judgments of any kind
or nature by or in favor of anyone whomsoever and from and against any and all
costs and expenses, including attorneys fees, resulting from or in connection
with loss of life, bodily or personal injury or property damage arising,
directly or indirectly out of or from or on account of any occurrence in, upon,
at or from the Center caused by the negligence or willful misconduct of
Landlord, its agents, employees or contractors, in, upon, at or from the
Premises, any Common Areas or the Center.  (c)In addition, if Tenant breaches any of the provisions
of this Lease regarding Hazardous Material, or if the presence of Hazardous
Material on the Premises results in contamination of or damage to the Premises
or the Center by Hazardous Material, then Tenant shall indemnify, defend and
hold Landlord harmless from and against any and all claims, judgments, damages,
penalties, fines, costs, liabilities or losses which arise during or after the
Lease Term as a result of such contamination, including, without limitation,
any out of pocket expenses or costs or diminution in value losses.  (d)Except as may be set forth in this Lease, neither
party shall be responsible or liable at any time to the other party, or to
those claiming by, through or under the other party, for any loss of life,
bodily or personal injury, or damage to property or business, or for business
interruption, that may be occasioned by or through the acts, omissions or
negligence of any other persons, or any other lessees or occupants of any
portion of the Center.  (e)Neither party shall be responsible or liable at any
time for loss of life, or injury or damage to any person or to any property or
business of the other party, or those claiming by,  17


through or under the
other party, caused by or resulting from the bursting, breaking, leaking,
running, seeping, overflowing or backing up of water, steam, gas, sewage, snow
or ice in any part of the Premises or caused by or resulting from acts of God
or the elements, or resulting from any defect in the occupancy, construction,
operation or use of the Premises unless caused by such partys, its agents,
employees, or contractors negligence or intentional misconduct.  (f)Except to the extent set forth in Section 26(a),
Tenant expressly acknowledges that all of the foregoing provisions of this Section shall
apply and become effective from and after the Pad Delivery Date.  27.Insurance and Waiver of Claims.  (a)Tenant agrees to secure and keep in force from and
after the date Landlord shall deliver possession of the Premises to Tenant and
throughout the Lease Term, at Tenants own cost and expense: (i) Commercial
General Liability Insurance on a per occurrence basis with a limit of liability
in an amount of One Million Dollars ($1,000,000) per occurrence and Five
Million Dollars ($5,000,000.00) in the aggregate, which insurance shall
specifically insure the contractual obligations of Tenant set forth anywhere in
this Lease, (ii) Special Form Property Insurance in an amount
adequate to cover the full replacement value of all Tenants improvements in
the Premises so as not to be a co-insurer in the event of fire or other
casualty; (iii) Plate Glass insurance covering all plate glass in the
Premises; (iv) business interruption insurance in an amount equal to
twelve (12) months rent of Tenant at the Premises which insurance shall be
issued on an all risks basis (or its equivalent); and (v) workers
compensation insurance in statutorily prescribed limits; and (vi) product
liability insurance for merchandise offered for sale or lease from the Premises,
including (if this Lease covers Premises in which food and/or beverages are
sold and/or consumed) liquor liability coverage (if applicable to Tenants
business) and coverage for liability arising out of the consumption of food
and/or alcoholic beverages on or obtained at the Premises, of not less than
Three Million Dollars ($3,000,000) per occurrence and in the aggregate, which
amount shall be increased every ten (10) years by $500,000 per occurrence
and in the aggregate. All insurance to be procured by Tenant shall be issued in
the names and for the benefit of Tenant and Landlord and their respective
designees (and in the case of Landlord and its designees, as additional
insureds). All policies required under this Section shall contain the
following endorsements that such insurance may not be canceled or amended with
respect to Landlord except upon thirty (30) days prior written notice from the
insurance company to Landlord, sent by certified or registered mail. Tenant
agrees to deliver to Landlord certified copies of all policies of insurance to
be procured by Tenant within ten (10) days of the inception of such
policies and, at least thirty (30) days prior to the expiration of any such
policy. Except with regard to proceeds payable for loss or damage to trade
fixtures or personal property, the portion of the proceeds under the policy or
policies of insurance required under this Section 27
above, which represent Tenants improvements shall be expressly made payable in
the case of loss or damage to Landlord and Tenant jointly.  (b)Each party waives all rights to recover against the
other party, its officers, directors, shareholders, partners, members, joint
ventures, employees or agents, for any loss or damage to the waiving partys
property arising out of the acts or omissions of the released party or its
agents or employees if such loss or damage would generally be covered by a
special form property damage insurance policy (such waiver to apply even if the
damaged party does not maintain such insurance coverage). Neither Landlord nor
Tenant shall be liable to each other or any insurance company (by way of
subrogation or otherwise) that insured any such losses,  18


damages or expenses. Each
party shall use reasonable efforts to cause their respective insurers to issue
appropriate waiver of subrogation rights endorsements to all policies of
insurance carried in connection with the Premises or the Center or the contents
of either of them, and if obtained then each party shall deliver to the other
party (within a reasonable period of time after a written request for the same)
adequate written proof (for example, a policy and certificate of insurance with
attached endorsement) of the issuance of the foregoing.  28.Destruction.  If Tenants building is
damaged by fire or other casualty Tenant shall immediately commence and
diligently pursue to completion the repair and restoration of the building to
the condition thereof immediately prior to such damage or destruction including
but not limited to all of the Tenants work. All insurance proceeds for such
damage shall be paid out on a monthly basis to Tenant as work progresses on the
restoration using AIA draw forms submitted by Tenants contractor and
architect. In the event of any such casualty, this Lease shall remain in full
force and effect and the parties waive the provisions of any law to the
contrary. Tenant shall not be entitled to and hereby waives all claims against
Landlord for any compensation, abatement or damage for loss of use of the whole
or any part of the Premises and/or for any inconvenience or annoyance
occasioned by any such damage, destruction, repair or restoration (except for
damage caused by the negligence and willful malfeasance of Landlord, its
agents, employees, or contractors). Any such repair or restoration of the
Premises by Tenant shall be performed in accordance with Exhibits B and B-l
herein. In the event the improvements should be damaged or destroyed by fire,
flood, tornado or by the elements or through any casualty or otherwise to the
extent that it is, in the reasonable opinion of Landlord or Tenant,
untenantable or incapable of use for the normal conduct of Tenants business,
and such damage or destruction occurs within the last twenty-four (24) months
of the Term or any extension or renewal period, Landlord and/or Tenant shall
have the option, exercisable within thirty (30) days following such damage or
destruction, of terminating this Lease effective upon giving written notice to
the other party; provided, however that if Landlord exercising its termination
right Tenant may vitiate such termination by exercising its next option to
extend the Term of this Lease, if any. In such event, Landlords termination
shall be null and void and this Lease shall continue in full force and effect.
In the event of such termination, Landlord shall be entitled to the proceeds of
all insurance applicable to the improvements but not the contents and Tenant
and its insurance companies shall promptly pay over same to Landlord.  29.Condemnation.  (a)If a substantial portion of the Premises shall be
acquired or taken by eminent domain for any public or quasi-public use or
purpose or by private purchase in lieu thereof, or if a taking substantially
impairs reasonable ingress/egress to Premises, then Tenant shall have the right
to terminate this Lease and the term hereof shall automatically cease and
terminate as of the date of title vesting in such proceedings. For purposes of
this provision, a substantial portion of the Premises shall be deemed to have
been taken if such taking in the reasonable judgment of Tenant shall render the
Premises and that portion of the Common Areas not so taken unsuitable for the
purposes for which the Premises were leased.  (b)If any part of the Premises shall be so taken and this
Lease shall not be terminated, as aforesaid, if the conduct of business in the
ordinary course are in compliance with the law, then this Lease and all of the
terms and provisions thereof shall continue in full force  19


and effect, except
that the Fixed Rent shall be reduced in the same proportion that the total
square footage of the Premises taken bears to the original total square footage
of the Premises. Tenant shall, upon receipt of the award in condemnation, make
all necessary repairs or alterations to restore the portion of the Premises
remaining to as near its former condition as the circumstances will permit, and
Landlord shall, upon receipt of the award in condemnation, make all necessary
repairs or alterations to restore the Common Areas to as near their former
condition as the circumstances permit; provided, however, Landlords
obligations to restore shall be limited to the extent of the condemnation
proceeds received by Landlord therefor. Landlord shall make available to Tenant
for restoration of the Premises such portion of any award payable to Landlord
on account of loss or damage to the improvements. For purposes of this
provision, a substantial portion of the Premises shall be deemed to have been
taken if such taking in the reasonable judgment of Tenant renders that portion
not so taken unsuitable for the purposes for which the Premises were leased.  (c)Subject to Section 29(d)below,
if this Lease is terminated as a result of any condemnation, all damages or
compensation awarded or paid for any such taking, whether for the whole or a
part of the Premises shall be allocated between Landlord and Tenant based on
such payment being amortized on a straight line basis over the 40 year lease
term hereof with Landlord receiving the portion amortized and Tenant receiving
the balance. For example, after the first Lease Year, Tenant would receive
39/40ths of the award and at the end of the Term and all renewals thereof,
Landlord would receive the entire award.  (d)Nothing herein shall affect Tenants rights (i) to
any award or portion thereof, whether made to Landlord or Tenant, for any
leasehold improvements, or furniture, fixtures and equipment, paid for by
Tenant, and (ii) to any award made separately to Tenant for moving
expenses, attorneys and appraisers fees and other costs, expenses and
allowances, herein collectively referred to as Tenants Award.  30.Default/Remedies/Bankruptcy.  (a)The following enumerated events shall constitute an
event of default (an Event of Default)by
Tenant: (i) if this Lease is assigned unless in compliance with Section 22
or the Premises are sublet except as herein provided; or (ii) if Tenant
shall fail (A) to pay, when due, after expiration of any applicable grace
period, any rent or other charge payable hereunder and such failure continues
for five (5) business days after written notice shall have been received
by Tenant provided however that no written notice shall be required for more
than two (2) such failures in any twelve (12) month period; or (B) to
correct any default or to perform any of the other terms, covenants and
conditions hereof for more than thirty (30) days after written notice shall
have been given to Tenant specifying the nature of such default provided that
if any such default cannot be cured or corrected within such thirty (30) days,
then such additional time as may be reasonably necessary if Tenant has
commenced within such thirty (30) days and is diligently pursuing the remedies
or steps necessary to cure or correct such default; or (iii) the filing
by, on behalf of, or against Tenant of any petition or pleading by an
appropriate government entity to declare Tenant insolvent or unable to pay its
debts or meet its obligations under the laws of the United States or any state,
or if a receiver of the property of Tenant is appointed or upon the levy of
execution or other taking of property, assets or the leasehold interest of
Tenant by process of law or otherwise in satisfaction of any judgment, debt, or
claim against Tenant and such is not removed, stayed, bonded off, or dismissed
within, sixty (60) days.  20


(b)Upon the occurrence of an Event of Default, Landlord
shall have the following rights and remedies and, at Landlords option, may
take the following action:  (i)Landlord shall have the immediate right to re-enter
the Premises, upon obtaining a court order authorizing it to do so, and to dispossess
Tenant and all other occupants therefrom and remove and dispose of all property
therein or, at Landlords election, to store such property in a public
warehouse or elsewhere at the cost and for the account of Tenant, all without
service of any notice of intention to re-enter and with or without reason to
legal process (which Tenant hereby expressly waives) and without Landlord being
deemed guilty of trespass or becoming liable for any loss or damage which may
be occasioned thereby.  Landlord shall not
remove Tenant from the Premises until Tenant has been afforded opportunity to
notify all customers of the branch closing, as required by applicable law and
FDIC (or such other entities with jurisdiction over Tenant) regulation. Tenant
shall have the right to remove all financial and customer records in whatever
form, including all computers, from the Premises.  (ii)Landlord shall have the right to
terminate this Lease by giving Tenant a written five (5) business days
notice of such cancellation provided that Tenants default is not cured within
five (5) business days of receipt of notice.  (iii)If by reason of the occurrence of any such Event of
Default, the term of this Lease shall end before the date therefor originally
fixed herein, or Landlord shall re-enter the Premises, or Tenant shall be
ejected, dispossessed or removed therefrom in any manner. Landlord may relet
the Premises either in the name of Landlord or as agent for Tenant, for a term
which, at Landlords option, may be less than or exceed the period of the
remainder of the term hereof. Landlord shall receive the rents from such
reletting and shall apply the same, first, to the payment of any indebtedness
other than rent due hereunder from Tenant to Landlord; second, to the payment
of such expenses as Landlord may have incurred in connection with re-entering,
reletting, altering, repairing, redecorating or otherwise preparing the
Premises for reletting, including brokerage and reasonable attorneys fees; and
the residue, if any, to the fulfillment of the terms, covenants and conditions
of Tenant hereunder and Tenant hereby waives all claims to the surplus, if any.
Tenant agrees to be liable for and to pay Landlord any deficiency between the
Fixed Rent, Additional Rent and other charges reserved herein and the net
avails of reletting. Landlord shall mitigate damages by using reasonable
efforts to relet the Premises on reasonable terms, provided, however, that
Landlord shall in no event be liable in any way whatsoever for its inability to
relet the Premises or, in the event of such reletting, for failure to collect
the rents reserved thereunder. Landlord is hereby authorized and empowered to
make such repairs, alterations, decorations, subdivisions or other preparations
for the reletting of the Premises as Landlord shall deem fit, advisable and
necessary, without in any way releasing Tenant from any liability hereunder, as
aforesaid.  (iv)Subject to any approved leasehold financing, Landlord
shall have a valid and subsisting lien for the payment of all rents, charges
and other sums to be paid by Tenant and reserved hereunder (including all costs
and expenses incurred by Landlord in recovering possession of the Premises and
the reletting thereof as provided under this Section) upon Tenants goods,
wares, equipment, signs, fixtures, furniture and other personal property
situated in the Premises (except financial and customer information in whatever
form, including computers), and such property shall not be removed therefrom
without the consent of Landlord  21


until the
arrearages in rent as well as any and all other sums of money then due to
Landlord hereunder shall have first been paid and discharged. Upon the
occurrence of an Event of Default by Tenant, Landlord may, in addition to any
other remedies provided herein or by law, enter upon the Premises and take
possession of any and all goods, wares, equipment, signs, fixtures, furniture
and other personal property of Tenant situated in the Premises without
liability for trespass or conversion, and sell the same with or without notice
at public or private sale, with or without having such property at the sale, at
which Landlord or its assigns may purchase, and apply proceeds thereof less any
and all expenses connected with the taking of possession and the sale of the
property, as a credit against any sums due by Tenant to Landlord. Any surplus
shall be paid to Tenant unless such default is continuing and sums due to
Landlord are likely to continue to be incurred. The lien herein granted to
Landlord shall be in addition to any Landlords lien that may now or at any
time hereafter be provided by law but shall be subject and subordinate to the
lien of any mortgage of Tenant.  (v)Landlord may declare the entire balance of the rent
for the remainder of the Lease Term to be due and payable, for which Tenant
will immediately pay Landlord the difference between the rent and other charges
reserved hereunder for a period which would have constituted the remainder of
the Lease Term and the then present rental value of the Premises for such
period, both discounted at the rate of eight percent (8%) per annum to present
worth. In determining the then present rental value of the Premises, the rent
realized by any reletting, if such reletting is accomplished by Landlord within
a reasonable time, shall be deemed prima facie to be the rental value, Landlord
may collect such amount in any manner not inconsistent with applicable law.  (vi)No such re-entry or taking possession of the Premises
by Landlord shall be construed as an election on its part to terminate this
Lease unless written notice of such intention is given to Tenant.  (vii)The rights and remedies herein reserved by or granted
to Landlord are distinct, separate and cumulative, and the exercise of any one
of them shall not be deemed to preclude, waive or prejudice Landlords right to
exercise any or all others.  (viii)In the event either party is in default in the
performance of any term, covenant, agreement or condition contained in this
Lease, or if Landlord brings suit for the possession of the Premises, the
defaulting party shall reimburse the non-defaulting party for all costs and
expenses, including without limitation, court costs and reasonable attorneys fees
incurred by it in protecting its interests.  (ix)Tenant agrees that the venue and/or jurisdiction for
any legal actions brought by Landlord pursuant to this Section shall be in
the county or city in which the Center is located.  (c)If Landlord shall not be permitted to terminate this
Lease as hereinabove provided because of the provisions of Title 11 of the
United States Code relating to Bankruptcy, as amended (Bankruptcy Code),then Tenant, as a
debtor-in-possession, or any trustee for Tenant agrees promptly, within no more
than thirty (30) days upon request by Landlord to the Bankruptcy Court, to
assume or reject this Lease and Tenant on behalf of itself, and any trustee
agrees not to seek or request more than one (1) extension or adjournment
of any application to assume or reject this Lease by Landlord with such Court. In
such event, Tenant or any trustee  22


for Tenant may
only assume this Lease if (i) it cures or provides adequate assurance that
the trustees will promptly cure any default hereunder; (ii) compensates or
provides adequate assurance that Tenant will promptly compensate Landlord for
any actual pecuniary loss to Landlord resulting from Tenants defaults; and (iii) provides
adequate assurance of performance during the Lease Term of all of the terms,
covenants, and provisions of this Lease to be performed by Tenant. In no event
after the assumption of this Lease shall any then existing default remain
uncured for a period in excess of sixty (60) days. Adequate assurance of
performance of this Lease, as set forth above, shall include, without
limitation, adequate assurance (i) of the source of rent reserved
hereunder; and (ii) the assumption of this Lease will not breach any
provision hereunder. In the event of a filing of a petition under the
Bankruptcy Code, Landlord shall have no obligation to provide Tenant with any
services or utilities as herein required unless Tenant shall have paid and be
current in all payments of Fixed Rent and Additional Rent, including, without
limitation, all Common Area Charges, utilities costs or other charges therefor.
It is understood and agreed that this is a lease of real property in a Center
as such lease is described in Section 365(b)(3) of the Bankruptcy Code.  (d)A failure by Landlord to perform or observe any of the
obligations on Landlords part to be performed or observed pursuant to this
Lease, if such failure continues for thirty (30) days after receipt of written
notice thereof is sent by Tenant to Landlord informing Landlord of such
failure, shall constitute a default under this Lease; provided, however, that
if the failure set forth in Tenants notice is such that it requires more than
thirty (30) days to correct, Landlord shall not be deemed to be in default
hereunder if Landlord commences curing the failure within thirty (30) days
after written notice is sent by Tenant to Landlord informing Landlord of such
failure and thereafter diligently prosecutes the cure.  31.Landlords Access to Premises. Landlord and its agents shall have the
right to place, replace, maintain and repair all utility equipment of any kind
in, upon, above or under the Premises as may be necessary for the servicing of
the Premises and/or other portions of the Center provided such is not within
building confines on the Premises or will not adversely affect Tenants
business operations on the Premises.  32.Subordination/Attornment/Estoppel
Certificates.  (a)Tenant agrees to give any mortgagee or any holder of a
note of which Tenant has actual knowledge secured by a deed of trust (Mortgagee) of the Center, by registered or certified mail,
or receipted overnight mail, given at the same time Tenant gives notice to
Landlord, a copy of any notice of default served upon Landlord by Tenant,
provided that prior to such notice Tenant has been notified in writing of the
address of such Mortgagee. Tenant further agrees that if Landlord shall have
failed to cure such default within thirty (30) days after such notice to
Landlord (or if such default cannot be cured or corrected within that time,
then such additional time as may be reasonably necessary if Landlord has
commenced within such thirty (30) days and is diligently pursuing the remedies
or steps necessary to cure or correct such default), then the Mortgagee shall
have an additional thirty (30) days within which to cure or correct such
default (or if such default cannot be cured or corrected within that time, then
such additional time as may be necessary if such Mortgagee has commenced within
such thirty (30) days and is diligently pursuing the remedies or steps
necessary to cure or correct such default, including, without limitation,
commencement of foreclosure proceedings if necessary to effect such a cure),
provided such additional time to cure shall not exceed 30 days beyond the
original 30 day period. Until the time allowed as aforesaid for the Mortgagee
to cure such default has  23


expired without
cure, Tenant waives any right at law or in equity to terminate this Lease on
account of Landlords default.  (b)Landlord and Tenant agree that this Lease
shall be subject and subordinate at all times to all ground and underlying
leases, the lien of any first mortgages or deeds of trust in any amounts and to
any lien resulting from any other method of financing or refinancing, and all
advances thereon, which may now or hereafter be placed by Landlord against or
affect any or all of the land and/or the Premises and/or any or all of the
buildings and improvements now or at any time hereafter constituting a part of
the Center, and to all renewals, modifications, consolidations, participations,
replacements and extensions thereof, provided that such subordination shall be
contingent on Tenant receiving a Subordination and Non-Disturbance Agreement in
the form attached hereto as Exhibit C,which Agreement Tenant agrees to execute within ten (10) business days
after request therefor by Landlord. Notwithstanding anything herein to the
contrary, in the event any Mortgagee or ground or underlying lessor requests
that this Lease be made superior, rather than subordinate, to the lien of any
such mortgage or deed of trust or to any such ground or underlying lease,
Tenant agrees to execute and deliver, within ten (10) business days
following Landlords written request therefor and without charge, any and all
documents reasonably necessary to effectuate such priority.  (c)Tenant agrees that in the event of a
sale, transfer or assignment of Landlords interest in the Center or any part
thereof, including the Premises, or in the event any proceedings are brought
for the foreclosure or exercise of any power of sale under any mortgage, deed
of trust or other method of financing or refinancing made by Landlord covering
the Center or any part thereof, including the Premises, or in the event of a
cancellation or termination of any ground or underlying lease covering the
Center or any part thereof, including the Premises, to attorn to and to
recognize such transferee, purchaser, ground or underlying lessor or mortgagee
as the lessor under this Lease, provided that such new landlord assumes all
responsibilities and liabilities of Landlord hereunder. On a voluntary sale or
transfer of the Center, Landlord shall provide Tenant with written notice of
such sale or transfer prior to Tenants attornment to the new landlord.  (d)Within ten (10) business days after
request therefor by Landlord or Tenant, the party of whom requested agrees to
execute and deliver a certificate, in a form reasonably acceptable to the
other, addressed to any proposed Mortgagee, any purchaser of the Premises
and/or Landlord or Tenant, certifying to matters requested, including, without
limitation, the following: (i) that Tenant is in full and complete possession
of the Premises, such possession having been delivered by Landlord or its
predecessor and accepted by Tenant; (ii) that any improvements required to
be furnished by Landlord or Tenant as the case may be by the terms of this
Lease have been completed in all respects to the certifying partys knowledge; (iii) that
this Lease is in full force and effect and has not been amended, modified,
supplemented or superseded except as specifically noted; (iv) that to the
certifying partys knowledge, there is no existing default on the part of
either party in the performance of any covenant, agreement or condition
contained in this Lease to be performed by either party; (v) that Tenant
or Landlord, as the case may be, does not have any actual or pending claim against
Landlord or Tenant, as the case may be; (vi) that no rents or other
charges have been prepaid by Tenant; and (vii) that the addressee of said
certificate may rely on the representations therein made; and certifying as to
the dates of commencement and termination of the Lease Term, the date on which
rents commenced to accrue under this Lease, and the date through which rents
and other charges hereunder have been paid.  24


33.Quiet Enjoyment. Tenant, upon paying the rents herein reserved and
performing and observing all of the other terms, covenants and conditions of
this Lease on the Tenants part to be performed and observed hereunder, shall
peaceably and quietly have, hold and enjoy the Premises during the Lease Term,
subject, to the terms of this Lease and to any mortgages, ground or underlying
leases, agreements and encumbrances to which this Lease is or may be
subordinated, without hindrance or molestation by Landlord or anyone claiming
by, through or on behalf of Landlord. Landlord shall not be responsible to
Tenant and Tenant shall have no claim against Landlord should Tenants use and
occupancy of the Premises for the purposes and during the times set forth
herein be prohibited, impaired, limited or restricted in any way by reason of
any law, ordinance or regulation or any governmental authority or by reason of
any act of any legal or governmental or other public authority. Except in cases
of bona fide emergencies, if Landlord has a right to enter Tenants building,
it will do so only during regular business hours and only after at least one
business day notice in writing to Tenant.  34.Force Majeure. Either party shall be excused for any period or
periods of delay in the performance of any of such partys obligations
hereunder (other than the payment of rent hereunder) when delayed, hindered or
prevented from so doing by any cause or causes beyond such partys control,
which causes shall include, without limitation, all labor disputes, riots, civil
commotion or insurrection, war or war-like operations, invasion, rebellion,
military or usurped power, sabotage, acts or threats of terrorism, governmental
restrictions, regulations or controls (including delays attributable to the
actions and requirement of federal, state and local environmental protection
agencies respecting water pollution and/or air pollution, storm drainage,
sanitary sewer disposal, energy shortages and/or like matters), inability to
obtain any materials or services, fire or other casualties, or acts of God. The
foregoing are individually and collectively referred to as a Force Majeure. Lack of available funds shall not be deemed
a Force Majeure.  35.Tenants Office. If Tenant is unable to use its building as a
financial center for any reason, including, for example, destruction of all or
part of it, Tenant may operate its financial services business out of a trailer
located on the Premises for a period not to exceed 12 months (subject to
Paragraph 34 above) until Tenant is able to resume the use of the building for
its financial services business.  36.Surrender of Premises. Upon the expiration or sooner termination of the
Lease Term, Tenant agrees, (without the necessity of notice if upon expiration,
but with notice if upon the sooner termination), to quit and surrender the
Premises, broomclean, in good condition and repair, reasonable wear and tear
excepted, together with all keys and combinations to locks, safes and vaults
and all improvements, alterations, additions, fixtures and equipment at any
time made or installed in, upon or to the interior or exterior of the Premises,
except personal property and all trade fixtures, all of which shall thereupon
become the property of Landlord without any claim by Tenant therefor, but the
surrender of such property to Landlord shall not be deemed to be a payment of
rent or in lieu of any rent reserved hereunder. Before surrendering the
Premises, Tenant shall remove all of Tenants said personal property and trade
fixtures and any vault installed by Tenant. If the Premises be not surrendered
as and when aforesaid, Tenant shall indemnify Landlord against all loss or
liability resulting from the delay by Tenant in so surrendering the same,
including, without limitation, any claims made by any succeeding occupant
founded on such delay. Tenants obligations under this Section shall
survive the expiration or sooner termination of the Lease Term.  25


37.Holding Over. In the event Tenant remains in possession of the
Premises after the expiration of the Lease Term (or any renewal thereof)
without the execution of a new lease or other written agreement, such holding
over shall, in the absence of a written agreement to the contrary, be deemed to
have created and be construed to be a tenancy from month-to-month terminable on
thirty (30) days written notice by either party to the other, at a monthly
rental equal to 150% of the sum of (i) the monthly installment of Fixed
Rent payable during the last month of the lease Term; (ii) one-twelfth
(1/12th) of the Tax Charge payable for the last Lease Year of the Lease Term;
and (iii) the Common Area Charge payable for such month, subject to all
the other conditions, provisions and obligations of this Lease insofar as the
same are applicable to a month-to-month tenancy. In addition, Tenant further
agrees that if it fails to so surrender the Premises Tenant (i) will be
liable to Landlord for any and all damages which Landlord shall suffer by
reason thereof including consequential damages, and (ii) will indemnify
Landlord against all claims and demands made by any succeeding tenants against
Landlord, founded upon delay by Landlord in delivering possession of the
Premises to such succeeding tenant.  38.Relationship of Parties. Nothing contained in this Lease shall be deemed to
constitute or be construed to create the relationship of principal and agent,
partnership, joint ventures or any other relationship between the parties
hereto, other than the relationship of landlord and tenant.  39.No Waiver. The failure of Landlord to insist upon the strict
performance of any provisions of this Lease, or the failure of Landlord to
exercise any right, option or remedy hereby reserved shall not be construed as
a waiver for the future of any such provision, right, option or remedy or as a
waiver of a subsequent breach thereof. No provision of this Lease shall be
deemed to have been waived unless such waiver shall be in writing signed by
Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the rents and/or other charges hereby reserved shall be deemed to be other than
on account of the earliest rents and/or charges then unpaid, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment by Tenant be deemed an accord and satisfaction and Landlord may accept
such check or payment without prejudice to Landlords right to recover the
balance of such rents and/or other charges due or Landlord may pursue any other
remedy in this Lease provided, and no waiver by Landlord in favor of any other
lessee or occupant of the Center shall constitute a waiver in favor of Tenant.  40.Notices. Every notice, demand, request or other communication
which may be or is required to be given under this Lease or by law shall be
sent by Federal Express or other overnight or express mail delivery service and
shall be addressed: (i) if to Landlord, to Landlords Mailing Address; and
(ii) if to the Tenant, to Tenants Mailing Address, each with copies
delivered in the same form as applicable, as stated above. Either party may
designate, by written notice to the other party, any other address for such
purposes. Notice shall be deemed provided on the date received or upon the date
delivery is refused.  41.Partial Invalidity. If any provision of this Lease or the application
thereof to any person or circumstance shall to any extent be held invalid, then
the remainder of this Lease or the application of such provision to persons or
circumstances other than those as to which it is held invalid shall not be
affected thereby, and each provision of this Lease shall be valid and enforced
to the fullest extent permitted by law.  26


42.Broker. Tenant covenants, warrants and represents to
Landlord that other than MacKenzie Commercial Real Estate Services, LLC (the Broker), there was no broker involved in consummating this
Lease and that no conversations or prior negotiations were had by Landlord or
Tenant, as the case may be, with any other broker concerning the renting of the
Premises. Landlord covenants and agrees to pay any and all fees, expenses and
commissions due to Broker in accordance with separate agreements between
Landlord and Broker. Landlord and Tenant agree to indemnify and hold the other
harmless against and from all liabilities, including attorneys fees, arising
from any claims for brokerage commissions or finders fees resulting from any
conversations or negotiations had by Landlord or Tenant, as applicable, with
any other broker or any other person.  43.Management Agents.Tenant acknowledges that Landlord may manage the
Center through agents and agrees that Landlords agents shall be entitled to the
same rights of access to the Premises as Landlord and shall benefit from all
covenants of Tenant with regard to indemnification, insurance and limitations
of liability under the terms and conditions of this Lease to the same extent as
Landlord.  44.Provisions Binding. Except as otherwise expressly provided in this
Lease, all covenants, conditions and provisions of this Lease shall be binding
upon and shall inure to the benefit of the parties hereto and to Landlords
heirs, legal representatives, successors and assigns and shall be binding upon
Tenants heirs and legal representatives, and inure to those successors and
assigns of Tenant as may be permitted hereunder. Each provision of this Lease
to be performed by Tenant and Landlord shall be construed to be both a covenant
and a condition, and if there shall be more than one Tenant, they shall all be
bound jointly and severally by the provisions of this Lease.  45.Entire Agreement. This Lease, including the Exhibits, Riders and/or
Addenda, if any, attached hereto, sets forth the entire agreement between the
parties and shall not be modified except by an instrument in writing executed
by Landlord and Tenant. The submission of this document for examination does
not constitute an offer to lease or a reservation of an option for the
Premises, and becomes effective only upon execution and delivery thereof by
Landlord and Tenant.  46.Survival of Obligations. The provisions of this Lease with respect to any
obligation of Tenant to pay any sum owing in order to perform any act after the
expiration or other termination of this Lease shall survive the expiration or
other termination of this Lease.  47.Jury Trial. TENANT AND LANDLORD BOTH WAIVE A TRIAL BY JURY OF
ANY OR ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES
HERETO OR THEIR SUCCESSORS. UNDER OR CONNECTED WITH THIS LEASE, OR ANY OF ITS
PROVISIONS.  48.Representations. Tenant acknowledges that neither Landlord nor
Landlords agents, employees or contractors have made any representations or promises
with respect to the Premises, the Center or this Lease except as expressly set
forth herein.  27


49.Landlord Default/Remedies.  (a) The failure of Landlord to comply with any
term or provision of this Lease shall be an event of default hereunder,
provided, however, that Tenant shall not have the right to pursue any remedies
hereunder until the expiration, without cure, of 30 days after written notice
to Landlord specifying the event of default.  Upon an event of default, after the expiration without
cure of the 30 day notice and cure period, Tenant may pursue all available
legal and equitable remedies available to it, including, for example, seeking
monetary damages, and/or curing the default at Landlords expense. Tenant may
terminate the Lease or withhold all or part of the rent after obtaining a court
order to that effect.  50.Governing Law. This Lease shall be governed by the laws of the
State of Maryland.  51.Notice. Any notice, demand, request, or other communication
which Landlord or Tenant shall be required to give hereunder shall be in
writing, shall be effective and deemed to be received the following business
day when sent by overnight mail or the third business day after deposit in first
class, certified United States mail, postage prepaid, return receipt requested,
and shall be addressed to the addressee (with copies as therein set forth) in
Paragraph 1 of this Lease or such other addresses as the parties shall provide
each other in writing.  52.Time is of the Essence. Time is of the essence for
all obligations under this Lease.  53.Waiver of Liability. Anything contained in this Lease to the contrary
notwithstanding, Tenant agrees that Tenant shall look solely to the estate and
property of the Landlord, its successors and assigns, in the land and buildings
comprising the Center for the collection of any judgment (or other judicial
process) requiring the payment of money by Landlord in the event of any default
or breach by Landlord with respect to any of the terms and provisions of this
Lease to be observed and/or performed by Landlord, subject, however, to the
prior rights of any ground or underlying lessors or any Mortgagee, and no other
assets of Landlord shall be subject to levy, execution or other judicial
process for the satisfaction of Tenants claim. In the event Landlord, after
completion of Landlords Work, conveys or transfers its interest in the Center
or in this Lease or makes a lease of the entire Center, except as collateral security
for a loan, upon such conveyance, transfer or lease, Landlord (and in the case
of any subsequent conveyances, transfers or leases the then grantor, lessor or
transferor) shall be entirely released and relieved from all liability with
respect to the performance of any covenants and obligations on the part of
Landlord to be performed hereunder from and after the date of such conveyance,
transfer or lease; it being intended hereby that the covenants and obligations
on the part of Landlord to be performed hereunder, subject as aforesaid, shall
be binding on Landlord, its successors and assigns only during and in respect
of their respective periods of ownership of an interest in the Center or in
this Lease.  54.Party Entities. If either party is a corporation, limited liability
company or other statutory entity, the persons executing this Lease on behalf
of such party hereby covenant, represent and warrant that such party is a duly
incorporated, or organized entity (or a duly qualified foreign entity) and is
authorized to do business in the state in which the Center is located; and that
the person or persons executing this Lease on behalf of such party is an
officer, member or other duly authorized person, authorized to sign and execute
this Lease on behalf of said party. Upon request of either party to the other
party, the other party shall deliver to such party  28


documentation
satisfactory to the requesting party evidencing the other partys compliance with
the provisions of this Section.  55.Independent Obligations. Tenant shall not for any reason withhold or reduce
Tenants required payments of Fixed Rent or Additional Rent provided in this
Lease, it being agreed that the obligations of Landlord hereunder are
independent of Tenants obligations except as may be otherwise expressly
provided.  56.Cooperation. Landlord and Tenant shall fully cooperate with each
other throughout the Term of this Lease to secure and maintain proper zoning,
building and other permits and compliance with all applicable laws, and
Landlord and Tenant shall execute all such petitions, requests and the like as
shall be reasonably necessary for such purposes.  [SIGNATURES COMMENCE ON NEXT PAGE.]  29


IN
WITNESS WHEREOF,the
parties hereto have respectively signed and sealed this Lease.   LANDLORD:TARRAGON,
  INCBy:
  /s/ Gregory Scott Kamenetz,
  PresidentGREGORY SCOTT KAMENETZ,
  PresidentTENANT:CARROLLTON BANKBy:
  /s/ Robert A. AltieriName:
  ROBERT A. ALTIERITitle:
  President  30


EXHIBIT A  CENTER SITE PLAN


EXHIBIT A-1  PREMISES SITE PLAN





EXHIBIT A-2  LEGAL DESCRIPTION OF THE PREMISES


EXHIBIT B  CONSTRUCTION AND DESIGN REQUIREMENTS  GeneralConditions  a.All Tenant Improvements are subject to
the Landlords approval. Tenant should discuss specific thoughts about their
design concept and raise any questions about the document with the Landlords
representative before beginning preliminary design work.  b.Each Tenant is required to retain an
architect registered in the State of Maryland to prepare construction
documents. The Tenant shall notify the Landlords representative of the name,
address, and telephone number of the architect or designer who will be
preparing plans.  c.It is imperative that all the
requirements outlined in the Landlords design and construction criteria be
strictly adhered to by the Tenant. Failure to do so will only result in
unnecessary and costly delays in the approval of drawings.  d.The Landlords approval of design
submittals does not constitute an investigation and/or verification of
conditions existing for the proposed installations and/or construction. It is
the responsibility of the Tenant to verify, field inspect, and to plan the work
accordingly to ensure that nothing restricts or prohibits proposed materials or
installation.  e.At any time the exterior of the Tenants
building is to be altered, the proposed design must be submitted to Landlords
representative for approval.  f.Each tenant is required to retain a civil
engineer registered in the state of Maryland to prepare civil drawings and to
coordinate and obtain any necessary Public Works Agreement(s) (PWA) or
Modified Public Works Agreement(s) (MPWA) as required by the state of
Maryland or the local governing authorities. The Tenants civil drawings shall be
coordinated with the existing conditions. All work to be done per the tenant
civil drawings shall be at Tenants expense.  g.Any damage beyond the Leased Premises to
the existing site, as a result of Tenants work, shall be returned to
pre-exiting condition at Tenants expense. If Tenant does not make the
necessary repairs within a reasonable amount of time or if the repairs are not
accepted by Landlord, Landlord shall make such repairs at Tenants expense.  h.Tenant shall coordinate all utility connections
with respective utility companies.  i.Tenant shall pay any and all costs in
connection with Tenants construction, including any and all sewer and water
capacity fees relating solely to the connection of the Leased Premises to the
public water and sewer lines.


1.TENANTS PLANS  For
each submittal phase the Tenant shall provide one (1) set of blueprints
and one (1) set of reproducible sepia prints. All drawings and
specifications must be clearly identified with project name, Tenant store name,
and Tenant store address and revision date.  Prior
to starting construction, the Tenant shall provide completed working drawings
and specifications, in a site plan, preliminary and then final submission for
the construction of the leased premises in order to receive Landlords written
approval.  2


EXHIBIT B-l  DESCRIPTION OF LANDLORDS AND
TENANTS WORK  Landlords Work: With respect to the Premises, Landlord will deliver
the Premises to Tenant in a graded and compacted condition to accommodate
Tenants improvements. The Premises shall be certified by a licensed engineer
to be within 5% of ASTM Standards with reference to soil conditions and
compaction. All appropriately sized public utilities, inclusive of public
sanitary sewer, water, and electric, shall be stubbed to within 5 of Tenants
building as located within the Leased Premises. All offsite work shall be at
the sole expense of Landlord.  Tenants Work:  A.Prior to submittal to governmental
authorities, Tenant shall obtain approval of all site and building designs from
Landlord. In no event shall any improvement on the Premises exceed governmental
height restrictions. Tenant shall obtain all permits necessary for the construction
and operation of its bank on the Premises, including, without limitation, any site
plan approvals, grading permits and building permits. Tenant shall perform all
work other than Landlords Work necessary to complete the construction of the
contemplated Improvements on the Premises including without limitation the
construction of Tenants building; foundations; including curb and gutter,
dumpster pad, and screening; sidewalks (including brick pavers on concrete
sub-slabs); irrigation and landscaping; signage; lighting and all other on-site
improvements within the Premises and bringing to Tenants building all utility
lines from the points to where Landlord has brought same, payment of all
connection fees, fixture charges, utility availability fees, meter fees, water
and sewer capacity fees, taxes and permit fees payable with respect thereto.
Building materials, design and signage shall meet the required prior approvals
of the County and the Landlord. Tenant shall install siltation controls as
required by applicable governmental authorities prior to commencement of and
during construction. Tenant shall install a water submeter within the Building
that shall have an easily accessible remote readout. Tenant shall conduct its
construction activities so as to keep roads and thoroughfares clean and free of
debris otherwise Landlord, after notice to Tenant, may clean such roads and
thoroughfares for Tenants account.  B.Tenant shall not permit its contractor(s) to
commence any work until all required insurance has been obtained and certificates
of insurance have been delivered to the Landlord. Tenant shall secure, pay for
and maintain, or cause its contractors to secure, pay for and maintain, during
the continuance of construction and fixturing work within the Premises, the
following insurance and in the minimum amounts as set forth below: (i) Workers
Compensation in statutory limits, including employers liability for Five Hundred
Thousand Dollar ($500,000.00) limit and Broad Form All States Endorsement;
(ii) Comprehensive General Liability of One Million Dollars
($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) in the
aggregate, to include a Broad Form Comprehensive General Liability
endorsement, including such items as Personal Injury Liability (with employer
exclusion deleted), Independent Contractors, Blanket Contractual Liability,
Broad Form Property Damage Liability, employers as additional insured and
Products/Completed Operations. Products/Completed Operations Insurance Coverage
shall be maintained for a period of at least two (2) years following
completion


of
the Work; (iii) Comprehensive Business Automobile Liability insurance,
indicating coverage for any auto for a One Million Dollar ($1,000,000.00) per
occurrence, with the contractual liability exclusion deleted; and (iv) Umbrella
Liability Policy on a Following Form Basis or broader for at least a limit
of liability of One Million Dollars ($1,000,000.00) per occurrence and Two
Million Dollars ($2,000,000) in the aggregate, or greater. Certificates of insurance
acceptable to Landlord shall be filed with Landlord prior to commencement of
the Tenants Work. Tenants contractor(s) shall not cause any policy of
insurance to be canceled nor permit any insurance coverage to lapse. All
insurance policies shall be endorsed to include a clause to the effect that the
policy shall not be canceled or reduced, restricted or limited until thirty
(30) days after the Landlord and any mortgagees have received written notice.
All liability insurance policies obtained in the name of the contractor shall
name Landlord and any mortgagees as additional named insureds and shall contain
a cross-liability clause.  C.Tenants contractor(s) shall obtain
and maintain in effect until final completion, Completed Value Builders Risk
Insurance (for broad All Risk perils) in form and content acceptable to
Landlord covering all Tenants Work in an amount equal to one hundred percent
(100%) of the full replacement cost thereof, including all materials, temporary
offices, protective fences, bridges or temporary structures, miscellaneous
materials and supplies incident to Tenants Work, while on or within one
hundred (100) feet of the site. The policy shall cover materials, supplies,
etc. for which the named insured is liable without any special sub-limit. Such
insurance shall contain endorsements covering contingent liability from
operation of building laws, increased cost of construction and differences in
conditions. Such policy shall be for the mutual benefit of, and name as
additional named insureds thereunder, Landlord and any mortgagees. Such policy
shall be written as primary and non-contributing with respect to any
overlapping policies carried by Landlord and shall include a waiver by the
insurer of any right of subrogation against Landlord and its respective
partners, officers, employees, successors and assigns and against Landlords
contractors.  2