Exhibit 10.21  LEASE  This Lease is made as of the 27 day of April,2006, by and between
ARBUTUS SHOPPING CENTER LIMITED PARTNERSHIP, with an office c/o AmCap,
Incorporated, 1281 E. Main Street, Stamford, CT 06902 (Landlord) and
CARROLLTON BANK, a commercial banking institution organized and existing under
the laws of the state of Maryland, having an address at 344 North Charles
Street, Suite 300, Baltimore, MD 21201 (Tenant).  ARTICLE 1.   FUNDAMENTAL LEASE
PROVISIONS  Section 1.1Fundamental Lease Provisions.The fundamental provisions of this Lease (the Fundamental Lease
Provisions) are as follows:  Shopping Center:The premises (including land and buildings thereon and
any extensions thereof or additions thereto) generally known as the Arbutus Shopping
Center on Maiden Choice Lane in Arbutus, Maryland.  Tenants Trade
Name:CARROLLTON BANK  Leased Premises:Those premises located in the Shopping Center,
currently consisting of the Ground Leased Premises together with Tenants
improvements constructed thereon as well as the In-Line Leased Premises
(collectively, the Leased Premises) crosshatched on Exhibit A attached
hereto and made part hereof.  Square Footage:Approximately 8,436 square feet total  Permitted Use:Said Leased Premises are leased only for the conduct
and operation of a commercial bank with drive-through facilities, and for no
other uses or purposes.  Lease Commencement
Date:   May 1, 2006  Rent Commencement
Date:   May 1, 2006  Lease Term:The Lease Commencement Date through the Lease
Termination Date.  Extension Option:Four (4) five-year periods (see Addendum)  Lease Termination Date:April 30, 2011  Lease Year:The first Lease Year shall commence on the Lease
Commencement Date and shall end on April 30, 2007, and each succeeding Lease
Year shall run concurrently with each succeeding period of twelve (12) months
of the term of the Lease.


Minimum Rent:
  
  Monthly Installment5/1/06-4/30/07:
  
  $
  210,900.00
  
  $
  17,575.005/1/07-4/30/08:
  
  $
  217,227.00
  
  $
  18,102.255/1/08-4/30/09:
  
  $
  223,743.81
  
  $
  18,645.325/1/09-4/30/10:
  
  $
  230,456.12
  
  $
  19,204.685/1/10-4/30/11:
  
  $
  237,369.81
  
  $
  19,780.82  Percentage Rent Rate:
  
  NoneSecurity Deposit:
  
  NonePromotion Charge Rate:
  
  None
  Broker:   AmCap, Inc.  Section 1.2Effect of Reference to Fundamental Lease
Provisions.  Each reference in this Lease to any of the
Fundamental Lease Provisions shall be construed to incorporate all of the terms
provided under each such Fundamental Lease Provision.  ARTICLE 2.   PREMISES AND TERM  Section 2.1Lease of Leased Premises. 
Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Leased Premises which shall include a non-exclusive license to
use the common areas of the Shopping Center (the Leased Premises).  Section 2.2Term.  The term of
this Lease shall be the Lease Term.  ARTICLE 3.   RENT  Section 3.1Minimum Rent. 
Tenant shall pay to Landlord the Minimum Rent due for each Lease Year,
without notice, demand, setoff or deduction, in equal monthly installments, in
advance, on the first day of each and every month of the Lease Term commencing
on the Rent Commencement Date. If the Lease Term shall commence on a date other
than the first day of the month, or expire on a date other than the last day of
the month, the Minimum Rent shall be prorated for such fraction of a month
based on the actual number of days in such month.  Section 3.2Additional Rent.  All payments
and charges of any nature whatsoever due from Tenant under the terms of this
Lease, including, without limitation, all payments to be made pursuant to
Articles 3, 4, 5 and 6 hereof, shall be considered to be additional rent due
hereunder.  ARTICLE 4.   NET LEASE  Section 4.1Net Lease.  This is
intended to be a net lease, so that all Minimum Rent and additional rent
provided for herein shall be received by Landlord free and clear of any
offsetting costs or expenses relating to the Shopping Center, whether capital
in nature or not, except as set forth in Section 4.2.  Accordingly, Tenant shall be responsible for
and obligated to pay Tenants Share of all costs and expenses incurred by or  2


on behalf of
Landlord in connection with the ownership and operation of the Shopping Center,
excluding only those costs set forth in Section 4.2.  Section 4.2Landlords Costs. 
Tenant shall not be responsible for certain income taxes expressly
excluded from Tenants responsibility in Section 5.2, the cost of
construction of new building areas, the cost of initial improvements to
premises leased to tenants of the Shopping Center other than Tenant, leasing
commissions, ground rent and debt service payable under any Mortgage (as
hereinafter defined).  ARTICLE 5.   REAL ESTATE TAXES  Section 5.1Tenants Payments. 
Tenant shall pay to Landlord, as additional rent, Tenants Share (as
defined in Section 6.1) of all Real Estate Taxes (as defined below).  Section 5.2Definition of Real Estate Taxes. 
Real Estate Taxes shall mean all real estate taxes, assessments, water
and sewer rents (except water meter charges and sewage charges based on usage)
and other governmental impositions and charges of every kind and nature
whatsoever, extraordinary as well as ordinary, general and special, foreseen
and unforeseen, including those for public improvements or otherwise, which
shall or may, during the Lease Term, be assessed against, levied or imposed
upon, become a lien upon, or become due and payable in connection with the
ownership, use, occupancy or possession of the Shopping Center or any part
thereof and any expenditure incurred by Landlord in the contest or protest of
any Real Estate Tax or assessed valuation, when incurred.  Real Estate Taxes shall not include any
inheritance, estate, succession, transfer, gift, franchise, corporation, or
income or profit tax that is or may be imposed upon Landlord; provided,
however, that if, at any time after the date hereof, the methods of taxation
shall be altered so that, in lieu of, or as a substitute for, or in addition
to, the whole or any part of the taxes now levied, assessed or imposed on real
estate as such, there shall be levied, assessed or imposed (i) a tax on
the rents received from such real estate, or (ii) a license fee measured
by the rents receivable by Landlord from the Shopping Center or any portion
thereof, or (iii) a tax, license fee or other charge imposed upon Landlord
which is otherwise measured by or based in whole or in part upon the Shopping
Center or any portion thereof, or (iv) if an income or franchise tax is
imposed upon Landlord in addition to the taxes now levied, assessed or imposed
on real estate, then the same shall be included in the computation of Real
Estate Taxes, provided the Shopping Center is the only property of Landlord
subject to such tax or fee.  Section 5.3Estimated Tax Payments. 
On each date that an installment of Minimum Rent is due, Tenant shall
pay to Landlord an amount equal to 1/12 of Tenants Share of the estimated Real
Estate Taxes (as determined by Landlord) next due for the Shopping Center (or such
other fraction as Landlord determines to be needed) to assure that prior to the
due date of Real Estate Taxes due for the Shopping Center Landlord shall have
received from Tenant funds sufficient to pay Tenants Share in full.  Landlord shall provide Tenant with a copy of
each tax bill for the Shopping Center and a statement setting forth the amount
due from Tenant as Tenants Share.  If
the amount due from Tenant exceeds the amount of the estimated payments collected
from Tenant, Tenant shall pay the difference to  3


Landlord within ten (10) days
of the receipt of such statement. If the amount of estimated payments exceeds
the amount due, Landlord shall credit such difference to the next installment
or installments of estimated payments due under this Section.  If the Lease Term shall commence or expire on
a date other than the fiscal year end for any such tax, Tenants Share for such
fraction of a fiscal year shall be prorated.  Section 5.4Right to Contest Real Estate Taxes. Landlord shall be under no duty or
obligation whatsoever to protest or contest any assessed valuation or Real
Estate Tax assessed against the Shopping Center or the Leased Premises.  If Landlord shall elect to contest any
assessed valuation or Real Estate Tax, no such contest by Landlord shall give
Tenant the right to withhold or reduce any payment or estimated payment of Real
Estate Taxes due under this Lease.  If
Landlord shall receive a refund of Real Estate Taxes for which Tenant has paid
Tenants Tax Payment, Tenant shall receive its prorata share thereof after
deducting all costs, fees and expenses incurred by Landlord in connection with
obtaining such refund, and not previously charged to Tenant.  Tenant shall have no right whatsoever to
protest or contest any assessed valuation or Real Estate Tax assessed against
the Shopping Center or the Leased Premises.  ARTICLE 6.   COMMON CHARGES  Section 6.1Tenants Payments. 
Tenant shall pay to Landlord as additional rent the fraction represented
by the Square Footage of the Leased Premises (8,436 square feet on the Rent
Commencement Date) divided by the total first floor leasable square footage in
the Shopping Center (91,434 square feet as of the Rent Commencement Date) as
determined by Landlord from time to time (Tenants Share) of all Common
Charges (as defined below).  Section 6.2Definition of Common Charges. 
Common Charges shall mean all costs and expenses incurred by Landlord
or Landlords employees, agents or contractors, either pursuant to this Lease
or otherwise, arising from or in connection with or as a result of the
operating, equipping, policing, protecting, lighting, providing sanitation,
sewer and other services, insuring, maintaining, repairing and replacing the
Common Areas (as hereinafter defined), all buildings and improvements within
the Shopping Center and all other areas and facilities of the Shopping
Center.  Common Charges shall include,
but shall not be limited to:  (i) the
maintenance, repair and replacement of all roofs, exterior walls and other
structural and exterior portions of the Shopping Center, curbs, gutters,
sidewalks, pylons and signs, drainage and irrigation ditches, conduits and
pipes, utility systems (permanent and temporary), sewage disposal or treatment
systems, public toilets and sound systems whether within or without the
Shopping Center; (ii) the removal of trash, snow and ice; (iii) landscaping;
(iv) supplies; (v) licensing, permits, service and usage charges; (vi) obtaining
and maintaining the insurance policies described in Section 10.3 of this
Lease and the cost of any insured event deductible amounts under such policies;
(vii) the settlement or disposition of any claims against Landlord to the
extent the same are not covered by insurance; (viii) all capital
expenditures together with reserves for capital improvements required by the
holder of any Mortgage; (ix) the repaving, restriping, regrading and
general maintenance of parking areas;  4


(x)  compliance
with all rules, regulations and orders of governmental authorities pertaining
to the Shopping Center, including those pertaining to traffic control,
engineering and environmental issues, air pollution control and the cost of
monitoring air quality; (xi) (intentionally deleted); (xiii) licensing and
permit fees and taxes; (xiv) audit fees and expenses and other costs and
expenses of enforcing the rules and regulations established by Landlord
for the Shopping Center; (xv) the cost, lease payment or depreciation of any
equipment used in the operation or maintenance of the Shopping Center; (xvi)
total compensation and benefits (including premiums for workers compensation
or any other insurance or other retirement or employee benefits, and including
all costs incurred in providing such benefits) paid to or on behalf of
employees involved in the performance of the work specified in this Section or
employees otherwise providing services to tenants or customers of the Shopping
Center whether on or off site; (xvii) the maintenance, repair and operation of
any mall or enclosed common area; (xviii) the costs of performance of all of
Landlords obligations pursuant to this Lease or as contemplated herein except
those costs set forth in Section 4.2; (xix) other costs and expenses
incurred in connection with the operation and management of the Shopping
Center; plus (xx) an amount equal to fifteen percent (15%) of all of the
foregoing costs and expenses to compensate Landlord for administrative and
overhead expenses. Common Charges shall include costs and expenses for
services, equipment or materials furnished by Landlord or its affiliates,
including management fees, provided the same are furnished at rates similar to
those generally paid.  Section 6.3Estimated Payments. 
On each date that an installment of Minimum Rent is due, Tenant shall
pay to Landlord an amount equal to 1/12 of the estimated Common Charges (as
determined by Landlord) for the calendar year in which such payment is
made.  On or before March 1 of each
year, Landlord shall provide Tenant with a statement setting forth Tenants
Share for the preceding calendar year and the amount of estimated Common
Charges paid by Tenant during such year. 
If the amount due from Tenant exceeds the amount of the estimated
payments, Tenant shall pay the difference to Landlord within ten (10) days
of the receipt of such statement.  If the
amount of estimated payments exceeds the amount due, Landlord shall credit such
difference to the next installment or installments of estimated payments due
under this Section.  Landlords failure
to provide such statement by the date provided under this Section shall in
no way excuse Tenant from its obligation to pay Tenants Share of the Common
Charges or constitute a waiver of Landlords right to bill and collect Tenants
Share of Common Charges from Tenant in accordance with this Section.  If the term of the Lease shall commence on a
day other than January 1 or expire on a day other than December 31,
Common Charges due from Tenant for such fraction of a calendar year shall be
prorated. During any year, Landlord, from time to time, may revise its estimate
of the Common Charges which will be due for that year and the monthly payments
to be made by Tenant on account thereof.  ARTICLE 7.   USE OF PREMISES  Section 7.1Permitted Use. 
The Leased Premises shall be occupied and used by Tenant solely for the
Permitted Use and for no other use or purpose.  5


Section 7.2Operation of the Leased Premises. 
Tenant shall use, occupy and operate the entire Leased Premises
continuously and without interruption during the Lease Term, shall not abandon
or vacate the Leased Premises, shall not permit, license, or suffer the
occupancy of any other party in the Leased Premises and shall:  a.Keep the Leased Premises open for
business continuously and without interruption at least from 9:00 a.m. to 5:00 p.m.
Monday through Friday and 9:00 a.m. to 12:00 p.m. Saturday, or such
other hours as Landlord may reasonably designate, unless prohibited by
applicable laws or regulations;  b.Operate its business as a financial
institution in a manner as will enhance the Shopping Center;  c.(intentionally deleted);  d.Erect no displays outside the Leased
Premises or in any way obstruct the Common Areas;  e.Load or unload all supplies, fixtures,
equipment and furniture and cause the collection of rubbish only through the
rear service door or doors of the Leased Premises;  f.Keep the Leased Premises in a safe, clean
and proper manner; and not permit any rubbish or refuse of any nature to
accumulate in the Common Areas;  g.Keep the Leased Premises free from
vermin;  h.Prevent the Leased Premises from being
used in any way which will injure the reputation of the same or of the Shopping
Center or from being used in any way which may be a nuisance, annoyance,
inconvenience or damage to the other tenants or occupants of the Shopping
Center, including, without limitation, noise by the playing of any musical
instrument or radio or television or the use of a microphone, loud speaker,
electrical equipment or other equipment which may be heard outside the Leased
Premises;  i.Not violate the exclusive covenants of
any other tenant in the Shopping Center; and  j.Abide by all rules and regulations
established by Landlord, from time to time, with respect to the Common Areas,
the Shopping Center, and the operation of the Leased Premises.  Section 7.3Radius Restriction. 
(intentionally deleted).  Section 7.4Compliance with Laws.  Tenant
shall not use or occupy or suffer or permit the Leased Premises or any part
thereof to be used or occupied for any purpose contrary to law or the rules or
regulations of any public authority or the requirements of any insurance
underwriters or rating bureaus or in any manner so as to increase the cost of
insurance over and above the normal cost of such insurance for the Permitted
Use for the type and location of the building of which the Leased Premises are
a part.  Tenant shall promptly obtain all
permits and licenses required by and otherwise comply with all present and
future laws (including Environmental Laws as defined in Section 32.4),
regulations or rules of any local, county, state,  6


federal and other
governmental authority and any bureau or department thereof, and of the
National Board of Fire Underwriters or any other body exercising a similar
function which may be applicable to the Leased Premises or Shopping Center,
including the maintenance, service, repair, replacement and disposal of any
structure, equipment or system thereon. 
If Tenant shall install any electrical equipment that overloads the
lines in the Leased Premises, or handle any Hazardous Substances (as defined in
Section 32.4), Tenant shall, at Landlords option, immediately terminate
the use of such electrical equipment or Hazardous Substances or, at Tenants
expense, make such changes as Landlord may request to prevent such overload or
hazard or otherwise and as may be necessary to comply with the requirements of
any insurance underwriters and governmental authorities having jurisdiction.  ARTICLE 8.   ALTERATIONS  Section 8.1Landlords Consent Required. 
Tenant shall not make or permit to be made any alterations, improvements
or additions of any kind or nature (excluding interior repainting, recarpeting
or other normal interior decorative changes) to the Leased Premises or any part
thereof except by and with the prior written consent of Landlord.  Plans and specifications for all desired
work, [including Tenants Construction associated with Tenants downsizing],
shall be submitted by Tenant to Landlord for Landlords approval prior to the
commencement of any work.  The actual
out-of-pocket cost of Landlords review shall be paid by Tenant within ten (10) days
of receipt of Landlords statement therefor. Landlords approval of the plans,
specifications and/or working drawings for Tenants alterations or improvements
shall create no responsibility or liability on the part of Landlord for their
completeness, design sufficiency, or compliance with all laws, rules and
regulations of governmental agencies or authorities.  Section 8.2Compliance with Law, Ownership and
Indemnification.  All alterations, improvements and additions
to the Leased Premises shall be made in compliance with all applicable laws
(including Environmental Laws) and governmental requirements and when made or
installed shall be deemed to have attached to the real property and to have
become the property of Landlord and shall remain for the benefit of Landlord at
the end of the Lease Term, or other expiration of this Lease, in as good order
and condition as they were when installed, reasonable wear and tear excepted;
provided, however, that if, prior to the termination of this Lease, or within
fifteen (15) days thereafter, Landlord so directs, Tenant shall promptly and in
compliance with all applicable laws (including Environmental Laws), remove, and
if necessary dispose of, the additions, improvements, fixtures and installations
which were placed in the Leased Premises by Tenant including Tenants vault and
which are designated in such notice, and repair any damage occasioned by such
removal, and, in default thereof, Landlord may effect such removals and repairs
at Tenants expense.  In the event Tenant
undertakes any alterations, improvements or additions as herein provided,
Tenant shall indemnify and save Landlord harmless from and against all costs,
expenses, liens, claims or damages (including attorneys fees) to either
persons or property arising out of or resulting from the undertaking or making
of such alterations, additions and improvements, including without limitation
any costs or expenses to comply with The Americans With Disabilities Act and
the Regulations  7


thereunder, and Tenant
shall provide Landlord with evidence of workmens compensation insurance and
such other insurance as Landlord may reasonably request.  ARTICLE 9.   REPAIRS AND MAINTENANCE  Section 9.1Landlords Obligations.  (a) In-Line
Leased Premises:  Landlord shall keep and
maintain the structural portions of the Leased Premises and the exterior area,
including, but not limited to, the roof, foundation and exterior walls of the
Leased Premises, except with respect to any damage thereto caused by any
alterations or installations by Tenant or any act or negligence of Tenant, its
employees, agents, invitees, licensees, subtenants, assignees or contractors or
otherwise arising out of Tenants use or occupancy of the Leased Premises, in
which event such damage shall be promptly repaired by Tenant.  Except as otherwise herein provided, Landlord
shall not be responsible for maintenance, repairs or improvement of any kind in
or upon the Leased Premises.  (b)Ground Leased Premises:  Landlord shall not be responsible for
maintenance, repairs or improvements of any kind in or upon the Ground Leased
Premises or improvements thereon.  Section 9.2Tenants Obligations.  (a) 
In-Line Leased Premises:  Tenant accepts
the Leased Premises as is. Landlord has made no representation, warranty or
other assurance with respect to the Leased Premises or the Shopping Center.
Tenant shall keep and maintain the Leased Premises and every part thereof
(excluding only the structural elements and the roof unless repair of same
arises out of Tenants use or occupancy of the Leased Premises or negligence as
described in Section 9.1) in good order, condition and repair, in
compliance with Environmental Laws, as defined in Section 32.4, including,
without limitation, the exterior and interior portions of all doors, door
checks, security gates, windows and glass, all utility, plumbing and sewage
facilities within the Leased Premises or under the floor slab thereof,
fixtures, heating and air-conditioning equipment, exterior mechanical
equipment, exterior utility facilities and exterior electrical equipment
serving the Leased Premises and interior walls, floors and ceilings, and
including compliance with applicable building and fire codes relative to fire
extinguishers, sprinkler systems and other preservative measures.  Tenant shall conduct all such maintenance,
service, repair, replacement and disposal activities, including those with
respect to any structure, equipment or system, in compliance with applicable
laws, including Environmental Laws.  As
part of its HVAC maintenance obligation, Tenant shall enter into an annual
contract with an HVAC repair firm, fully licensed to repair HVAC units in the
state in which the Shopping Center is located and approved by Landlord, which
firm shall (a) regularly service the HVAC unit(s) on the Leased
Premises on no less than a quarterly basis, changing belts, filters and other
parts as required; (b) perform emergency and extraordinary repairs on the
HVAC unit(s); and (c) keep a detailed record of all services performed on
the Leased Premises and prepare a yearly service report to be furnished to the
Tenant at the end of each calendar year. Tenant shall furnish to Landlord, at
the end of each calendar year, a copy of the HVAC maintenance contract and
report described above, and proof that the annual premium for the maintenance
contract has been paid.  Nothing stated
herein shall  8


limit Tenants obligation to maintain the HVAC unit(s) in good
condition and repair throughout the term of this Lease.  If Tenant fails or refuses to comply with its
obligations in this Section 9.2, Landlord may (but shall not be required
to) make or complete such repairs and Tenant shall pay the cost thereof to
Landlord upon demand.  (b)Ground Leased
Premises:  Tenant shall keep and maintain
its parking area, drive-through lanes and all other portions of the Leased
Premises including all improvements constructed thereon and every part
thereof  in good order, condition and
repair (normal wear and tear excepted), in compliance with Environmental
Laws, as defined in Section 32.4, including, without limitation, the roof
and structural portions of the building, sidewalks and passageways, exterior
and interior portions of all doors, door checks, security gates, windows and
glass, all utility, plumbing and sewage facilities within the Leased Premises
or under the floor slab thereof, fixtures, heating and air-conditioning
equipment, exterior mechanical equipment, exterior utility facilities and
exterior electrical equipment serving the Leased Premises and interior walls,
floors and ceilings, and including compliance with applicable building and fire
codes relative to fire extinguishers, sprinkler systems and other preservative
measures.  Tenant shall conduct all such
maintenance, service, repair, replacement and disposal activities, including
those with respect to any structure, equipment or system, in compliance with
applicable laws, including Environmental Laws.  ARTICLE 10.  INSURANCE  Section 10.1Tenants
Obligation.  During the
Lease Term, Tenant, at its own expense, shall maintain the following:  (a)a commercial general liability insurance policy
relating to the Leased Premises providing for coverage of at least Two Million
Dollars ($2,000,000) with respect to injury or death and property damage
combined;  (b)(i)   In-Line Leased Premises:  special form property insurance, including
theft and, if applicable, boiler and machinery coverage, written at replacement
cost value in an adequate amount to avoid coinsurance and a replacement cost
endorsement insuring Tenants furnishings, equipment and all items of personal
property of Tenant and including property of Tenants customers located in the
Leased Premises;  (ii)   Ground Leased Premises and the improvements
thereon:  all risk property insurance
(with extended coverage and such other coverage as Landlord may reasonably
designate) insuring the improvements constructed by Tenant upon the Leased
Premises and all fixtures and equipment, including personal property, thereon
to ninety percent (90%) of their actual replacement value without deduction for
physical depreciation, having a deductible of not more than $10,000;  (c)workers compensation coverage as required by law;  (d)with respect to alterations, improvements and the
like required or permitted to be made by Tenant hereunder, contingent liability
and builders risk insurance, in amounts reasonably satisfactory to Landlord;  9


(e)(intentionally deleted)  (f)plate glass insurance covering the glass in the
Leased Premises for which Tenant shall be entitled to self-insure;  (g)flood insurance if applicable; and  (h)such other insurance covering such other insurable
risks as Landlord deems reasonably necessary.  Section 10.2Requirements of Policy.  The insurance policies required by Section 10.1
shall be issued by a company and in a form satisfactory to Landlord and may not
be cancelable without thirty (30) days written notice to Landlord.  Tenant shall deliver to Landlord the original
of such policy, or a certificate evidencing such policy, prior to the
commencement of the Lease Term and, thereafter, at least thirty (30) days prior
to the expiration of each policy.  Each
policy or certificate shall be accompanied by proof of payment of such policy.
Provided Landlord has furnished Tenant with names and addresses of the same,
each policy required under this Article shall name Landlord, Landlords
agents, the holder of any Mortgage and any other party with an interest in the
Shopping Center as an insured as their interests may appear.  Any required insurance may be effected by a
policy of blanket insurance covering additional items or locations provided
however that (i) the coverage afforded Landlord and any other parties in
interest will not be reduced or diminished by reason of the use of such blanket
policy of insurance; (ii) any such policy shall specify therein (or Tenant
shall furnish Landlord with a written statement from the insurer under such
policy specifying) the amount of the insurance allocated to the Leased
Premises; and (iii) all other requirements set forth herein are otherwise
satisfied.  Section 10.3Shopping Center
Insurance.  Landlord
shall maintain, if available at standard rates, such availability to be
determined solely by Landlord, the following:  (a)fire insurance
(with extended coverage and such other coverage as Landlord may choose)
insuring the Shopping Center and all fixtures and improvements thereon to their
full insurable value;  (b)rent insurance
covering the risks described in paragraph (a) above in an amount equal to
all Minimum Rent, Percentage Rent (as estimated by Landlord) and additional
rent due under all leases relating to the Shopping Center for a period of at
least one year;  (c)comprehensive
general public liability insurance against any claims upon Landlord arising
from the ownership, operation or control of the Shopping Center with respect to
bodily injury, death, property damage or other risks of similar nature with
combined limits as Landlord deems appropriate, but in no event less than Five
Million Dollars ($5,000,000); and  (d)any such insurance coverage, in addition to or in
substitution for the coverage set forth above, as the holder of any Mortgage
may require or as Landlord may otherwise determine.  10


Section 10.4Policy Limits. 
The coverage limits of all insurance policies referred to in this Lease,
in the discretion of Landlord or the holder of any Mortgage, may be increased
at any time during the Lease Term.  Section 10.5Waiver of Subrogation. 
Landlord and Tenant hereby mutually waive any rights they may have
against each other to recover for loss or damage to property arising from a
casualty insured against hereunder or which is required to be insured against
hereunder.  In addition, all insurance
policies carried by Landlord or Tenant covering the Leased Premises shall
expressly waive any right on the part of the insurer against the other party
for damage to or destruction of the Leased Premises resulting from the acts,
omissions or negligence of the other party.  ARTICLE 11.   TENANTS ASSOCIATION AND
PROMOTION (intentionally deleted)  ARTICLE 12.   COMMON AREAS  Section 12.1Definition.  Common
Areas shall mean all sidewalks, parking lots, driveways, landscaped areas,
loading areas, service areas, pedestrian malls and other areas at the Shopping
Center which may, from time to time, be provided by Landlord for general use.  Section 12.2Tenants Use. 
Landlord hereby grants to Tenant during the Lease Term a nonexclusive
license to use the Common Areas.  The
Common Areas shall be subject to the exclusive control and management of
Landlord and to such rules and regulations as Landlord may, from time to
time, establish, and Landlord reserves the right to make such changes,
additions, deletions, alterations or improvements in and to such Common Areas,
as Landlord deems desirable, provided that there shall be no permanent and
material obstruction of Tenants right of ingress to or egress from the Leased
Premises.  Section 12.3Maintenance. 
Landlord shall maintain the Common Areas in good repair, reasonably
clear of debris and lighted and open during business hours.  Section 12.4Kiosks.  Landlord
reserves the right to construct and sublease non-financial kiosks and sales
areas on any portion of the enclosed mall, if any, or other parts of the Common
Area of the Shopping Center.  ARTICLE 13.   DAMAGE OR DESTRUCTION  Section 13.1Landlords Obligation. 
If all or any part of the Shopping Center is damaged or destroyed by
fire or other casualty insured under the hazard policy maintained by Landlord,
Landlord shall, to the extent that insurance proceeds are available therefor,
and except as otherwise provided herein, repair or rebuild the structural
portions of the Shopping Center with reasonable diligence.  Landlord shall have no obligation to repair
or rebuild any property belonging to Tenant.  Section 13.2Abatement.  If, as a
result of the damage or destruction referred to in Section 13.1, there is
a substantial interference with the operation of Tenants business which
requires Tenant to cease doing business at the In-Line Leased Premises, then
the Minimum Rent and additional rent  11


payable hereunder shall
abate in accordance with the square footage of In-Line Leased Premises so
affected.  However, if Tenant has not
been able to reopen for business after six (6) months from the date of the
damage or destruction, Tenant may, upon thirty (30) days written notice,
cancel this Lease and have no further obligations to Landlord hereunder.  Section 13.3Tenants Obligations.  (a) 
Unless this Lease is terminated as provided below, Tenant, upon any damage or
destruction to the In-Line Leased Premises, and subject to Landlords
requirement to rebuild as set forth in Section 13.1, promptly shall
repair, rebuild and redecorate such Leased Premises in a manner at least equal
in quality to that existing prior to such damage or destruction.  (b)  Unless
this Lease is terminated as provided below, Tenant, upon any damage or
destruction to the Ground Leased Premises or the improvements thereon,  promptly shall rebuild, repair, rebuild and
redecorate such Leased Premises in a manner at least equal in quality to that
existing prior to such damage or destruction. 
There shall no be abatement of Minimum Rent or additional rent while
Tenant rebuilds or repairs the improvements on the Ground Leased Premises  Section 13.4Termination. 
Notwithstanding anything which may be contained in this Article 13
to the contrary, Landlord, at its option, may terminate this Lease on thirty
(30) days written notice to Tenant given within ninety (90) days after the
occurrence of any damage or destruction to the Shopping Center or any portion
thereof if (i) such damage or destruction resulted from a risk not covered
by Landlords insurance or covered in a manner which fails to yield proceeds in
an amount equal to Landlords estimated cost of repair, or (ii) the
portion of the Leased Premises which Landlord is required to repair is damaged
and the estimated cost to repair such damage is more than twenty-five (25%)
percent of the replacement cost of the Leased Premises, or (iii) the
Shopping Center is damaged and the cost to repair such damage is more than
twenty-five (25%) percent of the replacement cost of the entire Shopping
Center.  ARTICLE 14.   EMINENT DOMAIN  Section 14.1Condemnation of Entire Leased Premises. If all or substantially all of the
In-Line Leased Premises or the Ground Leased Premises shall be taken by
condemnation or by transfer in lieu thereof, then this Lease shall terminate as
of the date title is vested in the condemning authority.  Section 14.2Partial Condemnation of the Leased
Premises.  If less than all or substantially all of the
Leased Premises is taken by condemnation or private purchase in lieu thereof,
then, if the remainder of the Leased Premises not so taken is determined by
Landlord to be unusable for the purposes for which such Premises were leased,
either Landlord or Tenant may terminate this Lease upon thirty (30) days
written notice to the other, which notice must be given within thirty (30) days
after such taking.  Section 14.3Condemnation of Shopping Center. 
If proceedings are commenced to take any portion of the Shopping Center
by condemnation or by private transfer in lieu thereof, and Landlord, in its
sole discretion, elects to discontinue the  12


operation of the Shopping
Center or the portion thereof in which the Leased Premises are located as a
shopping center, then Landlord may terminate this Lease upon thirty (30) days
notice to Tenant.  Section 14.4Rentals Upon Condemnation. 
If this Lease is terminated pursuant to any provision of this Article,
then the Minimum Rent and all additional rent and charges payable hereunder
shall be prorated as of the date of such termination.  If, upon partial condemnation as provided in Section 14.2,
this Lease is not terminated, the Minimum Rent, additional rent and all other
charges shall be equitably adjusted.  Tenant
shall continue to make all payments of Minimum Rent and additional rent, as
heretofore provided, until the adjusted rent is agreed upon, whereupon Landlord
and Tenant shall settle any excess rent or shortfall.  Section 14.5Proceeds of Condemnation.  Landlord shall be entitled to the entire
proceeds of any and all awards made as a result of any condemnation affecting
the Shopping Center and the proceeds of any private purchase or transfer in
lieu of such condemnation.  Tenant shall
not be entitled to any award or proceeds as a result of any value attributable
to Tenants interest in this Lease or the unexpired portion of the Lease
Term.  However, in the event that the
condemning authority shall entertain such claim, Tenant shall have the right to
prosecute a claim directly against the condemning authority for its trade
fixtures and relocation costs, provided that no such claim shall diminish or
otherwise adversely affect Landlords claims and the claims of any mortgagees,
ground lessors or owners of any interest in the Shopping Center.  ARTICLE 15.   ASSIGNMENT AND SUBLETTING  Section 15.1Consent Required. 
Tenant shall not, voluntarily, involuntarily or by operation of law,
assign, pledge or encumber this Lease or any interest of Tenant herein, in whole
or in part, or sublet the whole or any part of the Leased Premises, or permit
any other persons to occupy the Leased Premises, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed.  Notwithstanding
the foregoing, Tenant may assign this Lease and the right to occupy the Leased
Premises to any entity controlling, controlled by or under common control with
Tenant or into which Tenant may be merged, without the prior written consent of
Landlord. The acceptance of rent from any person other than Tenant shall not be
deemed to be a waiver of any of the provisions of this Lease or to be a consent
to the assignment of this Lease or subletting of the Leased Premises.  The consent of Landlord in any instance to an
assignment or subletting shall not be deemed to be a consent, or a waiver of
the requirement for the Tenant to obtain consent, to any subsequent assignment
or subletting.  Section 15.2Corporation or Other Entity. 
Tenant may, at any time, without the consent of the Landlord, assign or
otherwise transfer this Lease or any portion thereof to a parent, subsidiary,
or affiliate corporation or entity; or any corporation or entity resulting from
the consolidation or merger of Tenant into or with any other entity; or to any
person, firm or corporation acquiring a majority of Tenants issued or
outstanding capital stock or a substantial part of the Tenants physical
assets; provided, however, that in the event of any  13


such assignment or
transfer, the assignee shall assume in writing the performance and observance
of all the terms and conditions of this Lease.  Section 15.3Creditors.  An assignment
for the benefit of creditors or by operation of law shall not be effective to
transfer any rights to any assignee without the prior written consent of
Landlord.  Section 15.4Permitted Assignment. 
Any subletting or assignment consented to by Landlord pursuant to this Article 15
shall be subject to and conditioned upon the following:  (i) at the time of any proposed
subletting or assignment, Tenant shall not be in default under any of the
terms, provisions or conditions of this Lease; (ii) the sublessee or
assignee shall occupy only the Leased Premises and conduct its business in
accordance with the Permitted Use; (iii) if the rents, charges or other
sums required to be paid by any such sublessee or assignee exceed the rents,
charges or other sums reserved hereunder, then Tenant shall pay to Landlord
monthly the entire amount of such excess, which shall be deemed additional
rent; (iv) prior to occupancy, Tenant and its assignee or sublessee shall
execute, acknowledge and deliver to Landlord a fully executed counterpart of a
written assignment of lease or sublease, as the case may be, by the terms of
which:  (x) in case of an
assignment, Tenant will assign to the assignee Tenants entire interest in this
Lease, together with all prepaid rents and security deposited hereunder, and
the assignee will accept said assignment and assume and agree to perform,
directly for the benefit of Landlord, all of the terms, covenants and
conditions of this Lease on the Tenants part to be performed; or (y) in
case of a subletting, the sublease in all respects will be subject and subordinate
to all of the terms, covenants and conditions of this Lease and the sublessee
thereunder will agree to be bound by and to perform all of the terms, covenants
and conditions of this Lease on the Tenants part to be performed; (v) in
the event of an assignment of this Lease or subletting of all or part of the
Leased Premises, Tenant shall, at its expense, comply with all requirements of
The Americans With Disabilities Act relating to the assignee or sublessee, as
the case may be, and its business; (vi) notwithstanding any such
assignment or subletting under the terms of this paragraph, Tenant will not be
released or discharged from any liability whatsoever under this Lease including
the liability for payment of Minimum Rent, additional rent and any other sums
reserved hereunder and will continue to be liable for all obligations of Tenant
set forth herein with the same force and effect as though no assignment or
sublease had been made and Tenant shall confirm same to Landlord; (vi) Tenant
shall pay to Landlord Landlords administrative costs, overhead and attorneys
fees in connection with such assignment or subletting, which costs, overhead
and fees are now estimated at Five Hundred Dollars ($500); and (viii) such
other conditions as Landlord may impose.  ARTICLE 16.   UTILITIES  Section 16.1Tenants Obligations. 
Tenant agrees to pay promptly, as and when the same become due and
payable, all water rents, rates and charges, all sewer rents and all charges
for electricity, gas, heat, steam, hot and chilled water and other utilities
supplied to the Leased Premises (whether prior to or during the Lease Term or
subsequent thereto if relating to  14


Tenants use of
the Leased Premises).  If any such
utilities are not separately metered or assessed or are only partially
separately metered or assessed and are used in common with other tenants of the
Shopping Center, Tenant will pay to Landlord, in addition to Tenants payments
of the separately metered charges, Tenants pro rata share of the cost of
utilities used in common with other tenants, based on the leasable square
footage of floor space leased to each tenant using such common facilities, or
such other basis as Landlord may reasonably determine.  Section 16.2Meters.  If Landlord
shall so desire, Landlord shall install utility meters at the Leased Premises.
The costs incurred in the installation and maintenance of such meters shall be
paid by Tenant.  Further, Tenant shall
pay all charges for consumption directly to the proper public or private
utility company or government unit, promptly when due.  ARTICLE 17.   ESTOPPEL
CERTIFICATE, ATTORNMENT AND
SUBORDINATION  Section 17.1Estoppel.  Tenant
agrees, at any time and from time to time, as requested by Landlord or any
Lender (as hereinafter defined), upon not less than fifteen (15) days prior
notice, to execute and deliver without cost or expense to the Landlord or such
Lender an estoppel certificate certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as modified and stating the modifications), certifying
the dates to which all fixed or minimum rent and any additional rent have been
paid, and stating whether or not, to the best knowledge of Tenant, Landlord is
in default in the performance of any of its obligations under this Lease, and,
if so, specifying each such default of which Tenant may have knowledge, it
being intended that any such statement delivered pursuant thereto may be relied
upon by any other person with whom Landlord or such Lender may be dealing.  Upon Tenants failure to timely deliver any
estoppel, at provided such failure continues after five (5) days written
notice, Tenant shall, in addition to any other remedy of Landlord, pay to
Landlord the amount of One Hundred Dollars ($100) per day for each day the same
remains undelivered.  Section 17.2Notice to Lender and Right to Cure. Once Tenant has received written notice
identifying the name and address of any lender (a Lender) holding a mortgage
or deed of trust (a Mortgage) on the property of which these premises form a
part (the Property), Tenant agrees to notify such Lender by certified mail,
return receipt requested, with postage prepaid, of any default on the part of
Landlord under this Lease, and Tenant further agrees that, notwithstanding any
provisions of this Lease, no cancellation or termination of this Lease and no
abatement or reduction of the rent payable hereunder shall be effective unless
the Lender has received notice of the same and have failed within thirty (30)
days after the time when it shall have become entitled under the Mortgage to
remedy the same, to commence to cure such default and thereafter diligently
prosecute such cure to completion, provided that such period may be extended,
if the Lender needs to obtain possession of the Property to cure such default,
to allow the Lender to obtain possession of the Property provided the Lender
commences judicial or nonjudicial proceedings to obtain possession within such
period and thereafter diligently prosecutes such efforts and cure to
completion.  It is  15


understood that
the Lender shall have the right, but not the obligation, to cure any default on
the part of Landlord.  Tenant agrees that
if a Lender shall succeed to the interest of Landlord under this Lease, neither
the Lender nor its successors or assigns shall be:  liable for any prior act or omission of
Landlord; subject to any claims, offsets, credits or defenses which Tenant
might have against any prior landlord (including Landlord); or bound by any
assignment (except as otherwise expressly permitted hereunder), surrender,
release, waiver, amendment or modification of the Lease made without such
Lenders prior written consent; or obligated to make any payment to Tenant or
liable for refund of all or any part of any security deposit or other prepaid
charge to Tenant held by Landlord for any purpose unless the Lender shall have
come into exclusive possession of such deposit or charge.  In addition, if a Lender shall succeed to the
interest of Landlord under this Lease, the Lender shall have no obligation, nor
incur any liability, beyond its then equity interest, if any, in the Property.  In the event that
a Lender (or any person or entity to whom the Mortgage may subsequently be
assigned) notifies Tenant of a default under the Mortgage and demands that
Tenant pay its rent and all other sums due under this Lease to the Lender,
Tenant shall honor such demand without inquiry and pay its rent and all other
sums due under this Lease directly to the Lender or as otherwise required
pursuant to such notice and shall not thereby incur any obligation or liability
to Landlord.  Section 17.3Subordination and Attornment. 
Tenant agrees and acknowledges that this Lease is subordinate to the
lien of any Mortgage, but that, at the Lenders election, this Lease may be
made prior to the lien of any Mortgage, and in the event a Lender succeeds to
the interests of Landlord under this Lease, then, at the Lenders election (a) Tenant
shall be bound to the Lender under all of the terms, covenants and conditions
of this Lease for the remaining balance of the term hereof, with the same force
and effect as if the Lender were the lessor hereunder, and Tenant does hereby
agree to attorn to the Lender as its lessor without requiring the execution of
any further instruments immediately upon the Lender succeeding to the interests
of Landlord under this Lease; provided, however, that Tenant agrees to execute
and deliver to the Lender any instrument reasonably requested by it to evidence
such attornment; and (b) subject to the observance and performance by
Tenant of all the terms, covenants and conditions of this Lease on the part of
Tenant to be observed and performed, the Lender shall recognize the leasehold
estate of Tenant under all of the terms and conditions of this Lease for the
remaining balance of the term with the same force and effect as if the Lender were
the lessor under the Lease.  Section 17.4Execution.  Tenant, upon
request of Landlord or any party in interest, shall execute promptly such
instruments or certificates as may be required to carry out the intent and
effectuate the above provisions of this Article. Tenant hereby irrevocably
appoints Landlord as attorney-in-fact for Tenant with full power and authority
to execute and deliver in the name of Tenant any such instruments or
certificates.  Section 17.5Recording.  This Lease
shall not be recorded without the prior consent of Landlord.  Upon the  16


request of Landlord,
Tenant shall execute a short form or other memorandum of this Lease which may,
in Landlords sole discretion, be recorded.  ARTICLE 18.   INDEMNIFICATION  Section 18.1Tenants Indemnification of Landlord. Tenant shall protect, indemnify, save
and keep harmless Landlord against and from all claims, loss, liability, cost,
damage or expense (including reasonable attorneys fees) in connection with any
accident, personal injury or death, property damage occurring in, on or at the
Leased Premises, or arising, directly or indirectly, out of or from Tenants
occupancy or use of the Leased Premises or the Shopping Center, the use of the
utilities and fuel located therein or thereunder, any breach of this Lease, the
business conducted in the Leased Premises or, without limiting the foregoing,
as a result of any act or omission of Tenant, its employees, agents, invitees,
subtenants, licensees, assignees or contractors. Tenant shall protect and save
and keep Landlord harmless and indemnified against and from any penalty, damage
or charges imposed for any violations of any law or ordinance.  Tenant shall also protect, indemnify, save
and keep harmless Landlord against and from any and all claims, loss,
liability, cost, damage, liens or expense (including attorneys fees) arising
out of any failure of Tenant or its employees, agents, contractors or
representatives in any respect to comply with and perform all the requirements
and provisions of this Lease.  Section 18.2Landlords Indemnification of Tenant. Landlord shall protect, indemnify, save
and keep harmless Tenant against and from all claims, loss, liability, cost,
damage or expense (including reasonable attorneys fees) in connection with any
accident, personal injury or death, property damage occurring in, on or at the
Common Areas, as a result of any act or omission of Landlord, its employees,
agents, contractors or representatives.  ARTICLE 19.   MECHANICS LIEN OR CLAIMS  Section 19.1Mechanics Liens. 
Tenant shall not permit to be created or to remain undischarged any
lien, encumbrance or charge arising from or out of any work of any contractor,
mechanic, laborer or materialman, which shall be or become a lien or
encumbrance or charge upon the Leased Premises or the Shopping Center or the
income therefrom, and Tenant shall not suffer any other matter or thing whereby
the estate, right and interest of Landlord in the Leased Premises or in the
Shopping Center might be impaired.  If
any lien or notice of lien on account of an alleged debt of Tenant shall be
filed against the Leased Premises or the Shopping Center, Tenant shall, within
ten (10) days after notice of the filing thereof, cause the same to be
discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. If Tenant shall fail to cause such lien or notice of
lien to be discharged within the period provided, then Landlord, in addition to
any other rights or remedies, may, but shall not be obligated to, discharge the
same by either paying the amounts claimed to be due or by procuring the
discharge of such lien by deposit or by bonding proceedings.  In any such event, Landlord shall be
entitled, if Landlord so elects, to defend any prosecution of an action for
foreclosure of such lien by the lienor and to pay the amount of the judgment in
favor of the  17


lienor with interest,
costs and allowances.  Any amount paid by
Landlord and all costs and expenses, including attorneys fees, incurred by
Landlord in connection therewith, together with interest thereon, at the rate
set forth in Section 28.7, from the respective dates of Landlords making
of the payment or incurring of the cost and expense, shall be paid by Tenant to
Landlord on demand.  Notwithstanding the
foregoing, not less than five (5) days prior to the commencement of any
work to be performed by or on behalf of Tenant at the Leased Premises, Tenant
shall notify Landlord of the proposed work and the names and addresses of the
persons supplying labor and materials for the proposed work so that Landlord
may avail itself of the provisions of any laws regarding the protection of
Landlords interest in the Leased Premises and the Shopping Center from
mechanics liens.  During the progression
of any such work on the Leased Premises, Landlord and its representatives shall
have the right, upon at least 24 hours verbal notice, to go upon and inspect
the Leased Premises at all reasonable times, and shall have the right to post
and keep posted thereon notices regarding mechanics liens or to take any
further reasonable action which Landlord may deem to be proper for the
protection of Landlords interest in the Leased Premises and the Shopping
Center.  ARTICLE 20.   ACCESS TO LEASED PREMISES  Section 20.1Landlords Access. 
Tenant shall permit Landlord and Landlords agents or designees to
inspect or examine the Leased premises at any time upon reasonable notice and
shall permit Landlord access to the Leased Premises upon reasonable notice for
the purpose of making such repairs, alterations, improvements or additions in
the Leased Premises or to any portion of the Shopping Center that Landlord may
deem desirable or necessary or which Tenant has covenanted in this Lease to do
and has failed to do.  Such access shall
not be construed as an eviction of Tenant in whole or in part and the rent
payable hereunder shall in no manner abate while such repairs, alterations,
improvements or additions are being made by reason of loss or interruption of
the business of Tenant because of the performance of such work.  Landlord shall use commercially reasonable
efforts not to cause disruption to Tenants business during such access and
will coordinate any access with respect to Tenants security and privacy
requirements.  ARTICLE 21.   SURRENDER OF LEASED
PREMISES  Section 21.1Surrender by Tenant. 
Tenant shall deliver and surrender to Landlord possession of the Leased
Premises upon expiration of this Lease, or its earlier termination as herein
provided, broom clean and in as good condition and repair as the same shall be
at the commencement of the Lease Term.  Section 21.2Removal of Property. 
Tenant shall remove all property of Tenant and all alterations,
additions and improvements as to which Landlord shall have made the election
provided in Section 8.2, shall repair all damage to the Leased Premises
caused by such removal and restore the Leased Premises to the condition in
which they were prior to the installation of the articles so removed.  Except for Tenants obligation to remove its
vault, any property not so removed at the expiration of the Lease Term and as
to which Landlord shall have not made such election shall be deemed to have
been abandoned by Tenant  18


and to be
Landlords property and may be retained or disposed of by Landlord, as Landlord
shall desire.  Tenants obligation to
observe or perform this covenant shall survive the expiration or termination of
this Lease.  ARTICLE 22.   SECURITY AGREEMENT (intentionally deleted)  ARTICLE 23.   QUIET ENJOYMENT  Section 23.1Landlords Covenant.  Landlord
agrees that if Tenant pays the Minimum Rent, additional rent and all other
charges provided in this Lease, if any, and shall perform all of the covenants
and agreements contained herein to be performed on Tenants part, Tenant shall
have the peaceable and quiet enjoyment and possession of the Leased Premises
during the Lease Term, without any manner of hindrance from Landlord or any
persons lawfully claiming through Landlord, except as to such portion of the
Leased Premises as shall be taken under the power of eminent domain and
otherwise subject to the terms and provisions of this Lease, including without
limitation the terms and provisions of any Mortgage.  ARTICLE 24.   NOTICES  Section 24.1How Given.  Any notice,
consent, approval, waiver or other communication which Landlord or Tenant may
be required or permitted to give to the other under the terms of this Lease
shall be in writing and shall be deemed to be delivered upon receipt or
refusal, if delivered by hand or by personal or overnight delivery service,
with receipts for delivery, or upon deposit if mailed by certified or
registered mail, return receipt requested, addressed if to Tenant, at the
address of Tenant set forth in the preamble hereto, and if to Landlord, at the
address of Landlord set forth in the preamble hereto, or to such other address
as either party shall have designated by notice to the other with a copy of all
notices or other communications delivered or sent to Landlord delivered or sent
to Richard Crystal, Esq., Brown Raysman Millstein Felder &
Steiner LLP, 900 Third Avenue, New York, NY 10022.  ARTICLE 25.   BROKERAGE  Section 25.1Broker.  Tenant
covenants, warrants and represents to Landlord that there was no broker, finder
or other agent, other than Broker, instrumental in consummating this Lease and
that no conversation or prior negotiations were had by Tenant with any other
broker, finder or agent concerning the renting of the Leased Premises.  Tenant agrees to protect, defend, indemnify,
save and keep Landlord harmless against and from all liabilities, claims,
losses, costs, damages and expenses, including attorneys fees, arising out of
or from any claims for brokerage commissions or finders fees resulting from
any conversation or negotiations had by Tenant with any other broker or any
other person.  ARTICLE 26.   SECURITY DEPOSIT (intentionally deleted)  19


ARTICLE
27.   TENANTS ADDITIONAL AGREEMENTS  Section 27.1Affirmative Obligations.  Tenant agrees, at its own cost and expense,
to:  (1)Light Display Windows:  keep the display windows and signs, if any,
in or on the Leased Premises electrically lighted from dusk until 10:00 p.m.
on all days during which the majority of stores in the Shopping Center are open
for business and during such other periods as Landlord may reasonably
designate;  (2)Keep Premises Clean:  keep the Leased Premises (including, without
limitation, exterior and interior portions of all windows, doors and all other
glass) in a neat and clean condition;  (3)Storing Merchandise:  (intentionally deleted);  (4)Non-selling Space:  (intentionally deleted)  (5)Keep Premises Attractive:  maintain the Leased Premises and Tenants
personal property therein as an attractive shopping area in accordance with the
general character of the Shopping Center and to that end Tenant shall repaint the interior of the Leased Premises and
clean and replace carpeting or other floor covering on a regular basis;  (6)Labor Regulations:  take no action which would violate Landlords
union contracts, if any, affecting the Shopping Center, nor create any work
stoppage, picketing, labor disruption or dispute, or any interference with the
business of the Landlord or any tenant or occupant in the Shopping Center or
with the rights and privileges of any customer or other persons lawfully in and
upon the Shopping Center, nor cause any impairment or reduction of the good
will of the Shopping Center;  (7)Pay Taxes:  pay before delinquency any and all taxes,
assessments and public charges levied, assessed or imposed upon Tenants
business or upon Tenants fixtures, furnishings or equipment in the Leased
Premises;  (8)Pay License Fees:  pay when and as due all license fees, permit
fees and charges of a similar nature for the conduct by Tenant or any
concessionaire of any business or undertaking authorized hereunder and
conducted in the Leased Premises;  (9)Shopping Center Name:  (intentionally deleted);  (10)Cleaning Program:  participate in any window cleaning and
exterminating program that may be established by Landlord for any businesses in
the Shopping Center;  (11)Tenants Fixtures:  operate its business in the Leased Premises
with adequate equipment which when initially installed, shall, be like-new,
functional, sufficient and of first-class workmanship;  (12)Garbage:  handle and dispose of all rubbish, garbage
and waste from Tenants operations in accordance with regulations established
by Landlord and not permit the accumulation (unless in concealed metal
containers to be located  20


at
the rear of the Leased Premises) or burning of any rubbish or garbage in, on or
about any part of the Shopping Center.  Section 27.2Negative Obligations.  Tenant agrees that it shall not at any time
without first obtaining Landlords consent:  (1)Not Change Exterior Architecture:  change (whether by alteration, replacement,
rebuilding or otherwise) the exterior color or architectural treatment of the
Leased Premises or of the building in which the same are located, or any part
thereof;  (2)Not Use Sidewalks or Common Areas:  use, or permit to be used, the sidewalk or
mall corridor adjacent to, or any other space outside, the Leased Premises for
display, sale or any other similar activity;  (3)NotUse Roof:  use, or permit to be used, for the storage of
equipment other than the accommodation of air conditioning equipment, or for any
other purpose whatsoever, the roof areas of the Leased Premises or the Shopping
Center; allow any air conditioning service representative or any other person
access to the roof without prior notice to Landlord;  (4)NoLoud Speaker:  use, or permit to be used, any advertising
medium, loud speaker, sound amplifier, or radio or television broadcast which
may be heard outside the Leased Premises or which does not comply with the
general policies or rules and regulations then in effect;  (5)Not Misuse Plumbing Facilities:  use the plumbing facilities for any purpose
other than that for which they were constructed, or dispose of any garbage or
other foreign substance therein, whether through the utilization of so-called
disposal or similar units, or otherwise;  (6)No Liens:  subject any fixtures, furnishings or
equipment in or on the Leased Premises which are affixed to the realty to any
mortgages, liens, conditional sales agreements, security interests,
encumbrances or the like;  (7)Not Damage the Premises:  perform any act or carry on any practice
which may damage, mar or deface the Leased Premises or any other portion of the
Shopping Center;  (8)No Vending Machines:  except as expressly identified herein and
permitted hereby, operate on the Premises or in any part of the Shopping Center
any coin or token operated vending machine or similar device (including,
without limitation, amusement devices and machines for the sale of beverages,
foods, candy, cigarettes or other merchandise or commodities);  (9)No Awnings: install any awnings in or
on the Leased Premises which are visible to public view outside the Leased
Premises;  (10)Window Cleaning and Janitorial Services:  permit window cleaning or other exterior
maintenance and janitorial services in and for the Leased Premises to be
performed, except by such persons as shall be approved by Landlord and except during
hours designated for such purposes by Landlord;  21


(11)Freight Handling Equipment: 
use any fork-lift truck, tow truck or any other powered machine for
handling freight in the interior delivery system, if any, except the truck
passageway portion thereof, or in the Leased Premises;  (12)Not Exceed Floor Loads: 
place a load on any floor in the interior delivery system, if any, or in
the Leased Premises exceeding the floor load per square foot which such floor
was designed to carry, or install, operate or maintain therein any heavy item
of equipment except in such manner as to achieve a proper distribution of the
weight;  (13)Not Exceed Electrical Load: 
install, operate or maintain in the Leased Premises any electrical
equipment which has not been approved by Landlord, in light of the overall
system and requirements therefor in the Shopping Center;  (14)Not Permit Odors, Noise, etc.: 
suffer, allow or permit any offensive or obnoxious vibration, noise,
odor or other undesirable effect to emanate from the Leased Premises, or any
machine or other installation therein, or otherwise suffer, allow or permit the
same to constitute a nuisance or otherwise interfere with the safety, comfort
or convenience of Landlord or any of the other occupants of the Shopping Center
or their customers, agents or invitees or any others;  (15)Not Invalidate Insurance: 
use or occupy the Leased Premises or any part of the Shopping Center or
do or permit anything to be done thereon in any manner which shall make it more
difficult for Landlord or Tenant to obtain at standard rates any insurance
required hereunder or desired, or which will invalidate or increase the cost to
Landlord of any existing insurance, or which will cause structural injury to
any building or Common Area, or which would constitute a public or private
nuisance or which would violate any present or future laws, regulations,
ordinances or requirements (ordinary or extraordinary, foreseen or unforeseen)
of the federal, state or municipal governments, of any department,
subdivisions, bureaus or offices thereof, or of any other governmental public
or quasi-public authorities now existing or hereafter created having
jurisdiction in the Leased Premises or the Shopping Center;  (16)Not Injure Reputation: 
use or occupy the Leased Premises for any purpose which may injure the
reputation of the Leased Premises or the Shopping Center or of the neighborhood
in which the same are located or impair the value of the Leased Premises or the
Shopping Center; Tenant agrees that Landlord shall have the right to prohibit
the continued use by Tenant of any unethical or unfair method of business
operation, advertising or interior display, if, in Landlords opinion, the
continued use thereof would impair the reputation of the Shopping Center as a
desirable place to shop or otherwise be out of harmony with the general
character thereof, and upon notice from Landlord, Tenant shall forthwith
refrain from or discontinue such activities;  (17)No Solicitation: 
solicit business or distribute advertising or promotional matter in the
Common Areas; and  22


(18)Employee Parking:  allow or permit any employee to park in any
area other than as specifically designated by Landlord for employee parking.  ARTICLE
28.   DEFAULT  Section 28.1Default of Tenant.  Tenant shall be in default under the terms of
this Lease if:  (i)Tenant shall fail to pay when due the Minimum Rent
or any additional rent or other charges due hereunder provided Tenant shall
have five (5) days to cure such default upon written notice from Landlord;
or  (ii)Tenant shall fail to observe or perform any of the
terms, covenants or conditions of this Lease other than those set forth in
Subsection 28.1(i) , and such failure shall continue after ten (10) days
notice thereof by Landlord, or, if the default is of such a nature that it
cannot be cured within ten (10) days, if Tenant shall not have commenced
the curing of such default within such ten-day period and thereafter proceed
diligently to cure the default; or  (iii)Tenant or any guarantor of this Lease (a
Guarantor) shall file a voluntary petition in bankruptcy or apply for
reorganization or make an assignment for the benefit of creditors, or if any
receiver or trustee is appointed for any of Tenants (or any Guarantors)
property or business or any petition in bankruptcy is filed against Tenant (or
any Guarantor), and such receiver, trustee or petition is not discharged within
sixty (60) days; or  (iv)any final judgment against Tenant (or any
Guarantors) is not satisfied within sixty (60) days or any execution or
attachment is issued against Tenant (or any Guarantor) or Tenants (or any
Guarantors) property and remains unsatisfied or undischarged for ten (10) days;
or  (v)Tenant shall vacate or abandon the Leased Premises.  Section 28.2Remedies of Landlord.  Upon any default by Tenant as described in Section 28.1,
Landlord shall have the immediate right to re-enter the Leased Premises by
summary proceedings, force or otherwise and the right to change locks and to
dispossess all persons therefrom and to 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 resort 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. Upon any default of Tenant as described in Section 28.1,
Landlord shall also have the right, at its option, in addition to and not in
limitation of any other right or remedy if the Lease Term shall not have
commenced, to cancel this Lease by notice to Tenant, or, if the Lease Term
shall have commenced, to serve upon Tenant a written notice that this Lease and
the Lease Term will terminate on a date specified therein, which date shall be
not less than three (3) days after the serving of such notice, and, upon
the date so specified, this Lease and the Lease Term shall terminate and expire
as fully and completely as if such date  23


were the day herein definitely fixed for the expiration of this Lease
and the Lease Term, and thereupon Landlord shall have the immediate right of
re-entry and Tenant shall surrender the Leased Premises, but Tenant shall
remain liable as provided below.  If
Tenant shall be served with a demand for the payment of past due rent, any
payments tendered thereafter to cure any default by Tenant shall be made only
be cashiers or certified check.  In the
event of any default, re-entry or termination or dispossess, by summary
proceedings or otherwise, (i) all Minimum Rent and additional rent due at
the time of such default, re-entry, termination or dispossess shall be paid in
full; and (ii) Tenant shall pay to Landlord all expenses, including court
costs and attorneys fees and disbursements incurred by Landlord in recovering
possession of the Leased Premises; and (iii) Landlord may relet the Leased
Premises or any part or parts thereof, either in the name of Landlord or Tenant
or otherwise, as Landlord may determine, for a term which at Landlords option
may be less than or exceed the period which would otherwise have constituted
the balance of the Lease Term, and may grant concessions or free rent; and (iv) Tenant
or the legal representative of Tenant also shall pay Landlord, as liquidated
damages for the failure of Tenant to observe and perform Tenants covenants
herein contained, for each month of the period which would otherwise have
constituted the balance of the Lease Term, the amount by which (x) the sum
of (a) the Minimum Rent and all additional rent which would have been due,
plus (y) the net amount, if any, of the rents collected on account of the
lease or leases of the Leased Premises. 
Any such liquidated damages shall be paid in monthly installments by
Tenant on the day specified in this Lease for the collection of Minimum Rent,
any suit brought to collect the amount of the deficiency for any month shall
not prejudice in any way the rights of Landlord to collect the deficiency for
any subsequent month by a similar proceeding, or, at Landlords option, and if
permitted by law, Tenant shall pay such deficiency on either of the accelerated
bases as hereinafter set forth.  In computing
such liquidated damages there shall be added to such deficiency all expenses
that Landlord may incur in connection with reletting, such as attorneys fees
and disbursements, brokerage and expenses of placing and keeping the Leased
Premises in good order or of preparing the same for reletting as hereinafter
provided and Landlords costs of performing its covenants under the new lease
of the Leased Premises to the extent that the same are greater than Landlords
duties hereunder.  Landlord, at Landlords
option, may make such alterations, repairs, replacements or decorations in the
Premises as Landlord in Landlords sole judgment considers advisable and
necessary for the purpose of reletting the Premises; and the making of such
alterations, repairs, replacements or decorations shall not operate or be
construed to release Tenant from liability hereunder.  Unless otherwise required by law, Landlord
shall in no event be liable in any way whatsoever for failure to relet the
Premises, or, in the event that the Premises are relet, for failure to collect
the rent thereof under such reletting nor shall the refusal or failure of
Landlord to relet the Leased Premises or any part or parts thereof release or
affect Tenants liability for damages. 
Notwithstanding anything contained herein to the contrary, in the event
that this Lease is terminated pursuant to the provisions of this Lease,
Landlord may recover from Tenant all damages it may sustain by reason of
Tenants default, including the cost of recovering the Leased Premises and
attorneys fees, and, upon so electing and in lieu of the damages that might
otherwise be recoverable under this  24


Section or
Section 28.3, Landlord shall be entitled to recover from Tenant, as and
for Landlords damages, an amount equal to the total Minimum Rent and projected
additional rent and charges for the entire remaining term of the Lease
agreement of the parties.  Said amount
shall be due and payable in full upon the Tenants breach of this Lease
agreement.  Tenant specifically
acknowledges that Landlord shall have no obligation to mitigate the damages
provided for in the foregoing portion of this paragraph, by reletting the
premises or otherwise.  Landlord and
Tenant specifically acknowledge that this remedy is a provision for liquidated
damages and is not a penalty, that the damages which Landlord is likely to
suffer should Tenant breach this Lease agreement are impossible to calculate at
the time this agreement is executed, and the parties have specifically
negotiated this portion of the agreement. 
If, for any reason, it is determined that Landlord cannot collect the
damages provided for in the immediately foregoing portion of this paragraph
then Landlord shall be entitled to recover from Tenant, as and for Landlords
damages, an amount equal to the difference between the Minimum Rent and
additional rent reserved under this Lease for the period which otherwise would
have constituted the balance of the Lease Term and the then present rental
value of the Leased Premises for such period, without discount to present
worth, all of which shall immediately be due and payable by Tenant to Landlord.  Section 28.3Other Legal Remedies.  Each right and remedy of Landlord provided
for in this Lease shall be cumulative and shall be in addition to every other
right and remedy provided for in this Lease or now or hereafter existing at law
or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by Landlord of any one or more of the rights or remedies provided for
in this Lease or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by Landlord of
any or all other rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise.  Further, nothing herein contained shall be
construed as limiting or precluding the recovery by Landlord against Tenant of
any sums or damages to which, in addition to or in lieu of the damages
particularly provided for in Section 28.2 and otherwise herein, Landlord
may lawfully be entitled at the time when such damages are to be proved, by
reason of any default hereunder on the part of the Tenant.  Section 28.4Waiver of Trial by Jury and Counterclaim.  Landlord and Tenant hereby waive trial by
jury in any action, proceeding or counterclaim brought by either against the
other upon any matters whatsoever arising out of or in any way connected with
this Lease, Tenants use or occupancy of the Premises, or any claim of injury
or damage.  It is further mutually agreed
that in the event Landlord commences any summary proceedings for nonpayment of
Minimum Rent or additional rent, Tenant will not interpose any counterclaim or
offset of whatever nature or description in any such proceeding.  It is specifically agreed that in the event
that Landlord commences any judicial proceeding against Tenant, including a
proceeding for nonpayment of Minimum Rent or additional rent, Tenant will not
interpose any defense, counterclaim or offset of whatever nature or
description.  Nor will Tenant raise any
defense of waiver or challenge the jurisdiction of the Court hearing any
proceeding on the basis of the receipt by Landlord of any rent at any time
including receipt subsequent to receipt of notice of  25


termination, termination or claimed termination of the Lease by the
Landlord and prior to commencement of judicial proceedings. The parties specifically
agree that receipt of rent shall under no circumstances give rise to a month to
month tenancy.  Section 28.5Holding Over.  If Tenant remains in possession of the Leased
Premises after the expiration of the term of this Lease, Tenant, at Landlords
election, may be deemed to be occupying the Leased Premises as a tenant from
month-to-month, at a monthly rental equal to 150% of the sum of (i) the
monthly installment of Minimum Rent payable during the last month of the Lease
Term, plus (ii) 1/12 of one hundred and twenty-five (125%) percent of
Common Charges and Real Estate Taxes payable during the last year of the
term.  Such tenancy shall be subject to
all of the other terms, provisions, conditions and obligations of this Lease
insofar as they may be applicable to a month-to-month tenancy.  Section 28.6Waiver of Redemption.  To the extent permitted by law, Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause, or in the event of Landlord obtaining possession of the Leased
Premises, by reason of the violation by Tenant of any of the covenants or
conditions of this Lease.  Section 28.7Late Payments.  In addition to any other remedies available
to Landlord hereunder, Tenant shall pay to Landlord a bookkeeping and
processing charge equal to the greater of (i) 5% of any delinquent payment
of Minimum Rent or additional rent or (ii) One Hundred Dollars ($100),
when any such Minimum Rent or additional rent is paid more than ten (10) days
after the due date thereof.  Such payment
shall be for the purpose of defraying the extra expense involved in processing,
collecting and/or handling delinquent payments and shall be payable by Tenant to
Landlord upon demand.  Tenant also shall
pay interest, at the annual rate of 15% or the highest rate allowed by law,
whichever is less, on payments which are delinquent by more than ten (10) days
and shall pay all attorneys fees incurred by Landlord in the collection of
past due rents with interest at the aforesaid rate.  ARTICLE
29.   LIMITED LIABILITY OF LANDLORD  Section 29.1Damage to Leased Premises.  The Landlord and the Landlords agents and
employees shall not be liable for, and Tenant waives, any and all claims for
damages to person and property or otherwise sustained by Tenant or Tenants
agents, employees, assigns, licensees, concessionaires, invitees or any person
claiming through said parties resulting from any accident or occurrence in or upon
the Leased Premises, or any part of the Shopping Center.  Said waiver shall include, but not be limited
to, claims for damage to person or property resulting from any equipment or
appurtenance out of repair, defective electrical, heating, air conditioning,
plumbing, sewer, water system or installations or from the operation of said
equipment or installation, or damage by fire, steam, broken glass, ice, water,
snow, gas entering the Leased Premises or for the acts, omissions or negligence
of trespassers or other occupants of the Shopping Center.  Section 29.2Definition of Landlord.  The term Landlord as used in this Lease
means only the owner or the  26


mortgagee in possession, for the time being, of the building in which
the Leased Premises are located so that, in the event of any sale of such
building, Landlord shall be and hereby is entirely freed and relieved of all
obligations of Landlord hereunder arising after the date of transfer and it
shall be deemed without further agreement between the parties and such
purchaser that the purchaser has assumed and agreed to observe and perform all
obligations of Landlord hereunder arising after the date of transfer.  Section 29.3Non-recourse to Landlord.  It is specifically understood and agreed that
neither Landlord, nor any partner of Landlord, shall have any personal
liability with respect to any of the terms, covenants, conditions or provisions
of this Lease.  In the event of a breach
or default by Landlord of any of its obligations under this Lease, Tenant shall
look solely to the equity of the Landlord in the Shopping Center for the
satisfaction of any claims which it may have against Landlord.  ARTICLE
30.   RIGHT TO CURE DEFAULTS  Section 30.1Landlords Rights. If Tenant shall fail to
comply fully with any of its obligations under this Lease (including, without
limitation, its obligations to make repairs, maintain various policies of
insurance, comply with all laws, ordinances and regulations and pay all bills
for utilities), then Landlord shall have the right, at its option and in
addition to any other remedies it has under this Lease and without hereby
waiving such default, to cure such breach at Tenants expense without notice in
the case of emergency and in any other case if such default continues after
five (5) days written notice by Landlord. 
Tenant agrees to reimburse Landlord (as additional rent) for all costs
and expenses incurred as a result thereof together with interest thereon at the
rate set forth in Section 28.7 promptly upon demand.  ARTICLE
31.   SIGNS  Section 31.1Installation.  Tenant shall not, without Landlords prior
consent, place or install any sign on the roof or on any exterior wall of the
Leased Premises (including, without limitation, both the interior and exterior
surfaces of windows and doors) except that Tenant may install and maintain, at
its own cost and expense, including payments for permits, a storefront sign,
provided same is approved by Landlord as to dimensions, content, material,
location and design, which approval shall not be unreasonably withheld.  Tenant agrees that, if required by Landlord,
all signs shall be union made and shall not be installed on the Leased Premises
or the building in which the Leased Premises are located until all approvals
and permits from all governmental agencies having jurisdiction are first
obtained and copies thereof delivered to Landlord together with evidence of
payment for any fees pertaining to Tenants signs.  Notwithstanding the foregoing, Landlords
consent shall not be required for a banking regulation signage on the Leased
Premises.  Section 31.2General Provisions.  Tenant shall procure appropriate workmens
compensation and liability insurance policies covering the installation and
maintenance of any signs, and all such policies or certificates of such
policies shall be delivered to Landlord prior to the  27


commencement of any work and shall provide that such policies are not
cancelable, except upon ten (10) days written notice to Landlord.  In the event Landlord shall deem it necessary
to remove such sign or signs in order to paint or make any repairs, alterations
or improvements in and upon the Leased Premises, or the building in which same
is situated, or any part thereof, Landlord shall have the right to do so,
provided the same be removed and replaced at Landlords expense, whenever such
repairs, alterations or improvements shall have been completed.  ARTICLE
32.   MISCELLANEOUS PROVISIONS  Section 32.1Right to Relocate.  (intentionally deleted)  Section 32.2Right to Change Payments Due.
(intentionally deleted)  Section 32.3Easement for Pipes.  Tenant shall permit Landlord or its designees
to erect, use, maintain and repair pipes, cables, conduits, plumbing, vents and
wires, in, to and through the Leased Premises, as and to the extent that
Landlord may now or hereafter deem it to be necessary or appropriate for the
proper operation and management of the Shopping Center.  All such work shall be done, so far as
practicable in the sole determination of Landlord, in such manner as to avoid
unreasonable interference with Tenants use of the Leased Premises and will
coordinate any access with respect to Tenants security and privacy
requirements .  Section 32.4Environmental Matters.  (a) Tenant agrees that it shall comply
with all local, state and federal laws, rules and regulations dealing with
the manufacture, generation, use, storage, treatment, transportation, disposal,
release or removal of hazardous substances, materials, pollutants,
contaminants, wastes, including but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C.
9601 et seq., the Federal Water Pollution Control Act, 33
U.S.C. 1231, et seq., the Emergency Planning and Community
Right to Know Act, 33 U.S.C. 11000 et seq., the Resource
Conservation and Recovery Act (RCRA), 42 U.S.C. 6901 et seq.,
and the Clean Air Act, 42 U.S.C. 7401 et seq., as such laws
may be amended or modified, whether such laws are presently in existence or
promulgated during the Lease Term and all rules and regulations
promulgated hereunder (Environmental Laws). 
Without limiting the foregoing, Tenant agrees that it will (i) give
written notice to Landlord at least seven (7) days in advance of any
manufacture, generation, use, storage, treatment, transportation, disposal,
release or removal of Hazardous Substances from or on the Leased Premises, (ii) give
written notice to Landlord within two (2) days of receipt of any notice of
violation, claim, suit or investigation relating to Hazardous Substances, (iii) immediately
notify Landlord of any Hazardous Substance spill, release or discharge at or
affecting the Leased Premises and immediately clean up any such spill, release
or discharge in compliance with all applicable Environmental Laws, (iv) not
use or employ the property, facilities, equipment or services of the Shopping
Center to manufacture, generate, use, store, treat or dispose of or release
Hazardous Substances, whether or not they were generated or produced on the
Leased Premises, and (v) defend, indemnify and hold harmless Landlord
against any and all claims (including reasonable attorney and expert fees and  28


cleanup
costs), damage, liability and costs which Landlord may suffer, incur or pay
resulting from or arising out of any manufacture, generation, use, storage,
treatment, transportation, disposal, release or threat of release of Hazardous
Substances from or on the Leased Premises or the Shopping Center (x) as a
result of Tenants actions or actions of Tenants agents, employees, guests or
invitees or (y) arising during or attributable to all periods of Tenants
possession of the Leased Premises. 
Hazardous Substances means and includes all toxic or hazardous
substances, materials, chemicals, contaminants, pollutants, and wastes, of
whatever kind or nature, regulated under, defined in, or listed in any
Environmental Laws.  Hazardous Substances
include, without limitation, asbestos, PCBs, CFCs, petroleum and lead-based
paint.  (b)If Tenant fails to fully comply with the terms of
this Section, Landlord may, at its option, perform any or all of Tenants
obligations thereunder and all costs and expenses incurred by Landlord
(including reasonable attorney and expert fees and cleanup costs) in connection
therewith shall be deemed to be additional rent payable by Tenant on demand
therefor.  (c)Landlord agrees that it shall comply with all local,
state and federal laws, rules and regulations dealing with Hazardous
Substances which apply to the Leased Premises, whether such laws are presently
in existence or promulgated during the Lease Term, relating to environmental
conditions existing or arising prior to the commencement of the Lease Term, except
for any and all laws or matters relating to the presence of asbestos or
asbestos containing materials (hereafter ACM) at the Leased Premises.  (d)Except for any and all laws or matters relating to
ACM at the Leased Premises, Landlord agrees that it shall defend, indemnify and
hold harmless Tenant against any and all claims, damage, liability and costs
which Tenant may suffer, incur or pay resulting from or arising out of any
handling, storage, treatment, transportation, disposal, release or threat of
release of Hazardous Substances from or on the Leased Premises as a result of (i) Landlords
actions, or (ii) conditions existing at the Leased Premises prior to the
commencement of the Lease Term.  (e)With respect to ACM, Tenant accepts the Leased
Premises as is and understands that ACM may be present in the insulation,
ceiling tiles or otherwise in the Leased Premises. Tenant agrees (i) not
to conduct or permit activities at the Leased Premises which would result in
the disturbance of ACM or the release of asbestos fibers into the air, (ii) to
comply with all local, state and federal laws, rules and regulations
governing to the disturbance, monitoring, removal, encapsulation, repair,
transportation and disposal of ACM applicable to the Leased Premises or
Tenants employees, guests and invitees, and (iii) defend, indemnify and
hold harmless Landlord against any and all claims, damage, liability and costs
which Landlord may suffer, incur or pay resulting from or arising out of any
matters related to ACM, including but no limited to, fines, penalties, personal
injury lawsuits, or wrongful death actions.  (f)The terms of this Section shall survive the
expiration or termination of this Lease.  29


Section 32.5           Force
Majeure.  The provisions of this Section shall
be applicable if there shall occur during the Lease Term, or prior to the Lease
Commencement Date, any (i) strike, lockout or labor dispute; (ii) the
inability to obtain labor or materials, or reasonable substitutes therefor; (iii) Acts
of God, adverse weather conditions, governmental restrictions, regulations or
controls, enemy or hostile governmental action, civil commotion, fire or other
casualty or other conditions similar to those enumerated in this item (iii) beyond
the reasonable control of the party obligated to perform; or (iv) delays
due to the act or omission of the other party. If Landlord or Tenant shall, as
the result of any of the above described events, fail punctually to perform any
obligation on its part to be performed under this Lease, then such failure
shall be excused and not be a breach of this Lease by the party in question,
but only to the extent occasioned by such event. If any right or option of
either party to take any action under or with respect to this Lease is
conditioned upon the same being exercised within any prescribed period of time
or at or before a named date, then such prescribed period of time and such
named date shall be deemed to be extended or delayed, as the case may be, for a
period equal to the period of the delay occasioned by any above described
event.  Notwithstanding anything herein
contained, however, (a) the provisions of this Section shall not be
applicable to Tenants obligation to pay Minimum Rent or additional rent or any
other charge required to be paid by Tenant hereunder, and (b) with respect
to any other obligation of Tenant pursuant to this Lease, only the events
described in item (iii) of the first sentence of this Section shall
be deemed to excuse performance for the purposes of this Section.  Section 32.6           Time
of the Essence.  Time shall be of the
essence as to each and every obligation of Tenant hereunder.  Section 32.7           Landlords
Consent.  Whenever Landlords consent
or approval is required pursuant to the terms of this Lease, Landlord may grant
or withhold such consent or approval, or may grant such consent or approval
upon such terms and conditions as Landlord may deem advisable, in Landlords
sole and absolute discretion.  Any such
consent or approval must be expressly given in writing signed by Landlord in
order to be binding upon Landlord.  Section 32.8           Landlords
Costs.  Any reference contained in
this Lease to costs incurred by Landlord or expenses incurred by Landlord
or similar reference shall be deemed to include all costs and expenses incurred
by Landlord, Landlords agents and employees and, with respect to any
activities carried out by Landlord, Landlords agents and employees, shall
further include an amount equal to the value of the time spent engaged in such
activities, as if the same were accomplished by an independent party.  Section 32.9           Partial
Payments.  No payment by Tenant or
receipt by Landlord of a lesser amount of Minimum Rent or additional rent than
that provided herein shall be deemed to be other than on account of the
earliest stipulated rent, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlords right to recover the balance of such rent or pursue any other
remedy provided herein.  30


Section 32.10         Attorneys
Fees.  Should it be necessary for
Landlord to employ legal counsel to enforce any of the provisions of this
Lease, Tenant agrees to pay all reasonable attorneys fees and other costs and
expenses including court costs incurred. 
In the event of any action or proceeding brought by either party against
the other under this Lease, the prevailing party shall be entitled to recover
all reasonable attorneys fees and other costs and expenses incurred in
connection with such action or proceeding, including the cost of appeal, if
any.  Section 32.11         No
Waiver.  One or more waivers of any
covenant or condition by Landlord shall not be construed as a waiver of a
subsequent breach of the same or any other covenant or condition, and the
consent or approval by Landlord to or of any act by Tenant requiring Landlords
consent or approval shall not be construed to waive or render unnecessary
Landlords consent or approval to or of any subsequent similar act by Tenant.  Section 32.12         Titles
of Articles.  The titles of the
Articles throughout this Lease are for convenience and reference only, and the
words contained therein shall in no way be held to explain, modify, amplify or
aid in the interpretation, construction or meaning of the provisions of this
instrument.  Section 32.13         Invalidity
of Particular Provisions. If any term or provision of this Lease or the
application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such term of provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.  Section 32.14         Successors
and Assigns.  Except as herein
otherwise expressly provided, the terms and provisions hereof shall be binding
upon and shall inure to the benefit of the heirs, executors, administrators,
successors and permitted assigns, respectively, of Landlord and Tenant.  Each term and each provision of this Lease to
be performed by Tenant shall be construed to be both an independent covenant
and a condition. The reference contained to successors and assigns of Tenant is
not intended to constitute a consent to assignment by Tenant, but has reference
only to those instances in which Landlord may have given written consent to a
particular assignment.  Section 32.15         Guarantors.  (intentionally deleted)  Section 32.16         Relationship
of Parties.  Nothing contained in
this Lease shall be deemed or construed by the parties hereto or by any third
party to create the relationship of principal and agent or of partnership or of
joint venture or of any association whatsoever between Landlord and Tenant, it
being expressly understood and agreed that neither the computation of rent nor
any other provisions contained in this Lease nor any act or acts of the parties
hereto shall be deemed to create any relationship between Landlord and Tenant
other than the relationship of landlord and tenant.  31


Section 32.17         Multiple Tenants.  If this Lease is executed by more than one
party, it is specifically agreed that the Landlord may enforce the provisions
hereof with respect to one or more of such parties without seeking to enforce
the same as to all or any other such parties, and each of the tenants hereby
waives any requirement of joinder of all or any other of the parties hereto in
any suit or proceeding to enforce the provisions hereof.  The liability hereunder of all parties hereto
shall be joint and several.  Section 32.18         Complete Agreement.  This writing contains the entire agreement
between the parties hereto, and no agent, representative, salesperson or
officer of Landlord hereto has authority to make or has made any statement,
agreement or representation, either oral or written, in connection herewith,
modifying, adding or changing the terms and conditions herein set forth.  No amendment or modification of this Lease shall
be binding unless such amendment or modification is in writing and signed by
the party against whom such amendment or modification is being enforced.  Tenant further agrees that this Lease shall
have no force or validity until and unless it is returned to Tenant duly
executed by Landlord.  Section 32.19         Corporate or Other Authority.  If the Tenant is a corporation or other
entity, each individual executing this Lease on behalf of said entity
represents and warrants that he is duly authorized to execute and deliver this
Lease on behalf of said entity in accordance with the Charter, By-Laws or other
governing documents of said entity and that this Lease is a valid and binding
obligation of Tenant and any Guarantor of this Lease, enforceable in accordance
with its terms.  Section 32.20         Governing Law. This Lease shall
be governed by and construed in accordance with the laws of the State in which
the Shopping Center is located.  Section 32.21         Exhibits.  The following Exhibits are attached to this
Lease and are made a part of this Lease by this reference:  Exhibit A
  
  -
  
  Leased PremisesAddendum
  
  -
  
  Extension Option  Landlord and
Tenant have duly executed this Lease.  Landlord:
  
  ARBUTUS SHOPPING CENTER
  LIMITED PARTNERSHIPby:
  KSB Realty, L.L.C.its:
  General PartnerDate:
  4/28/06
  
  By:
  /s/ Ricky Singerits
  memberTenant:
  
  
  CARROLLTON BANKDate:
  
  
  By:
  /s/ Robert A. Altieri  32


its  33


LANDLORD  STATE OF
  ))COUNTY
  OF
  )  On the
          day of
            ,
20   , before me personally came
                                  ,
to me known, who, being by me dully sworn, did depose and say that he is a
Member of KSB Realty, L.L.C. and that he executed the foregoing instrument with
authority on behalf of said L.L.C.  NOTARY PUBLIC   TENANT (Corporate)  STATE OF
  MARYLAND
  ))COUNTY
  OF BALTIMORE
  )  On the 27thday of April, 2006, before me                 personally
came Robert Altieri, to me known, who,                 being
by me duly sworn, did depose and say that he is the                 of
                      ,
a                               
corporation and that he executed the foregoing instrument on behalf of said
corporation.   /s/ C. BarrettNOTARY PUBLIC  34


EXHIBIT A  Leased Premises


ADDENDUM TO LEASE BETWEEN ARBUTUS SHOPPING CENTER LIMITED PARTNERSHIP AND CARROLLTON BANK  1)  Extension
Option(s).  (a)  Tenant shall
have the right, at its option, to extend the term of this Lease for the
Extension Period(s) upon the same terms, covenants and conditions herein
set forth; provided, however, that the Minimum Rent for the first Lease Year of
each Extension Period shall be increased to the greater of (i) the market
rate then being charged for similar space in the Shopping Center or (ii) the
Minimum Rent for the preceding Lease Year increased by three percent (3%).  Thereafter, the Minimum Rent for each
successive Lease Year during each Extension Period shall be an amount equal to
the Minimum Rent for the last preceding Lease Year, increased by three percent
(3%) per annum.  In order to exercise the Extension Option, Tenant shall be required to
give written notice of its intention to extend at least six (6) months but
not more than nine (9) months prior to the Lease Termination Date, or
expiration of the then current Extension Period, as the case may be.  Failure to deliver timely notice as required
above shall cause the Extension Option, and all remaining Extension Options, to
lapse and be of no further force and effect. 
Further, if Tenant shall be in default of the terms of this Lease,
Tenant shall not have the right to exercise the Extension Option and if Tenant
shall default hereunder after such right has been exercised but within the six (6) month
period preceding the Extension Period such election shall, at Landlords option,
be null and void.  (b)  In the event that
Tenant shall dispute Landlords determination of the market rate of rent being
charged for similar space pursuant to the paragraph above, Tenant shall give
notice to Landlord within ten (10) days of Tenants receipt of such
Landlords determination, and the market rate shall be determined as
follows:  The market rate shall be
determined by a single arbitrator appointed in accordance with the American
Arbitration Association Real Estate Valuation Arbitration Proceeding
Rules.  Such arbitrator shall be
impartial and shall have not less than ten (10) years experience in the
County where the Shopping Center is located, in a calling related to the
leasing of commercial space in premises comparable to the Shopping Center.  Within fifteen (15) days following the
appointment of such arbitrator each party shall submit a report setting forth
its determination of the market rate of the Leased Premises for the applicable
term, together with such other information as such party shall deem
relevant.  The arbitrator shall, within
thirty (30) days following such hearing and submission of evidence render his
decision by selecting the determination of market rate then being charged for
similar space in the Shopping Center.  It
is expressly understood that such arbitrator shall have no power or authority
to select any market rate other than the market rate submitted by Landlord or
Tenant, and the decision of such arbitrator shall be final and binding upon the
Landlord and Tenant.  Prior to the
determination of the arbitrator, Tenant shall pay Minimum Rent in an amount
equal to the Landlords determination of market rate submitted to Tenant
pursuant to this Section, and following the arbitrators final determination,
the amount of any overpayment or underpayment shall be adjusted between the
parties on demand.  The cost of
arbitration shall be borne by


the party whose determination of Market Rate is not selected by the
arbitrator.


Columbia Office
  6750 Alexander Bell Drive, Suite 110
  Columbia, Maryland 21046
  410-872-0400 Fax: 410-953-0360  October 31,
2007  Mr. Victor
W. Zubar Vice
President Carrollton
Bank 1589
Sulphur Spring Road, Suite 101 Baltimore,
Maryland 21227  RE:    Lease for Carrollton
Bank branch, Bel Air Road, Honeygo Crossing  Dear
Vic:  As
requested, I enclose a copy of the Lease for the above mentioned Carrollton Bank
branch location.  Please
feel free to contact me if you have any questions.  Sincerely,/s/Christopher C. BennettChristopher
  C. Bennett  A
MacKenzie Company  Baltimore
  Lutherville
  Bel
  Air
  
  Columbia
  Annapolis
  Maple
  Lawn  www.mackenziecommercial.com