GROUND
LEASE


BETWEEN


TARRAGON,
INC.


"LANDLORD"


AND


CARROLLTON
BANK


"TENANT"





































EXHIBITS




EXHIBIT
      A
            Center
      Site PlanEXHIBIT
      A-I
            Premises
      Site PlanEXHIBIT
      A-2
            Legal
      Description of PremisesEXHIBIT
      B
            Construction
      RequirementsEXHIBIT
      B-1
            Description
      of Landlord's Work and Tenant's WorkEXHIBIT
      B-2
            Signage
      CriteriaEXHIBIT
      C
            Form
      of Subordination and Non-Disturbance AgreementExhibit
      D
            Rule
      and Regulations
























GROUND
LEASE




THIS
GROUND LEASE ("Lease") by and between TARRAGON, INC., a Maryland corporation
("Landlord"); and Carrollton Bank, a Maryland corporation,
("Tenant").




WITNESSETH:
That in consideration of the mutual covenants and agreements herein contained,
Landlord and Tenant, intending legally to be bound, hereby covenant and agree as
set forth below.




1. Basic Lease Provisions and
Definitions.This Section 1 is an integral part of this Lease and all of
the terms hereof are incorporated into this Lease in all respects. In addition
to the other provisions which are elsewhere defined in this Lease, the
following, whenever used in this Lease, shall have the meanings set forth in
this Section, and only such meanings, unless such meanings are expressly
contradicted, limited or expanded elsewhere herein:




Date of
Lease:  8/13/2007




(a)  THE
CENTER:




; as
shown on Exhibit
A




(b)
            LANDLORD'S
      MAILING ADDRESS:
              
              General
      Notices:




Attn:
Gregory Kamenetz


2903 N.
Charles Street


Baltimore.
MD 21218




For
payments of rent:




Attn:
Gregory Kamenetz


2903 N.
Charles Street


Baltimore,
MD 21218




With a
copy of general notices to:




Gregory
Kamenetz


1989
Mahre Drive


Park
City, UT 84098




(c)
            TENANT'S
      MAILING ADDRESS:




Attn:
Robert Altieri, President


344 N.
Charles Street


Baltimore.
MD 21201




With a
Copy to: William C. Rogers, Jr., Esq.











Rogers,
Moore & Rogers, LLP 6


S.
Calvert Street


Baltimore,
MD 21202




(e)  
TENANT'S TRADE NAME (Section 17): Carrollton Bank




(f) 
 PREMISES (Section 2): as shown on Exhibit
A-1.




(g)  
LAND AREA OF THE PREMISES: Approximately 42,000 square feet + of land area; as
shown on Exhibit
A.




(h)   LEASE
TERM (Section 3):




Term:
Twenty (20) years plus four (4) five (5) year options.


Rent
Commencement Date: (see Section 3).


Termination
Date: (see Section 3).




(i) 
 FIXED RENT (Section 4): See Section 4.




(j) 
 SECURITY DEPOSIT (Section 5):.
Deleted.




(k) 
 GROSS LEASABLE AREA OF THE CENTER (Section 2): See Section
2(e).




PERMITTED
USE (Section 17): Tenant intends to use and occupy the Premises for the purpose
of operating a financial services center and all other uses associated with such
a business.. In no event shall Tenant be precluded from using the Premises for
all banking, residential mortgage lending and related regulatorily approved
financial services permissible for banks and bank-affiliated companies
("Financial Services"). Tenant may use the Premises for any use permitted in
Section 17(a) hereof.




(m)  
TAX CHARGE (Section 12): See Section 12.




(n)  
COMMON AREA CHARGE (Section 14): See Section 14.




(o) 
 EXHIBITS: The Exhibitsand Schedulesattached to
this Lease are hereby incorporated in and made a part hereof.




EXHIBIT
      A
              Center
      Site PlanEXHIBIT
      A-I
              Premises
      Site PlanEXHIBIT
      A-2
              Legal
      Description of PremisesEXHIBIT
      B
              Construction
      RequirementsEXHIBIT
      B-1
              Description
      of Landlord's Work and Tenant's WorkEXHIBIT
      B-2
              Signage
      CriteriaEXHIBIT
      C
              Form
      of Subordination and Non-Disturbance AgreementExhibit
      D
              Rule
      and Regulations
  Permises.








2











(a)  Landlord
hereby demises and lets unto Tenant and Tenant hereby leases and takes from
Landlord the premises (the "Premises") constituting a part of the Center
development identified in Section 1(b) ("Center") and more particularly shown on
Exhibit A-1and
legally described in the legal description for the Premises attached hereto as
Exhibit A-2together with all rights, privileges, easements and appurtenances
thereto, subject to the terms and conditions herein contained. Within thirty
(30) days after the Tenant opens for business, the Tenant shall provide the
Landlord with an as-built survey of all the land and improvements inside of the
perimeter/curb line and/or outside loading area line of the Premises as
approximately shown on Exhibit A-1,including, without limitation, all landscaping, lights. loading
facilities, paved parking areas and drive-aisles within the Premises. Tenant
shall use commercially reasonable efforts to retain Morris & Ritchie
Associates, Inc. to complete the survey. The Landlord shall have the right to
review and approve the survey. Once the parties have reached agreement on the
survey in the areas for Exhibits A-1 and A-2, the parties shall execute an
amendment to this Lease substituting a new legal description and site plan for
those attached hereto as Exhibit
A-1and Exhibit A-2.Landlord
has approved the Tenants Improvements as set forth in exhibit B and
B-1.




(b)  The
locations and boundaries of the Premises and the Common Areas (as hereinafter
defined) are shown on Exhibit Aand Exhibit A-1.Subject
to the provisions of Section 2(f) hereof, Landlord reserves the right, outside
of the Premises, to increase, reduce or change the number, size, height, layout
or locations of the buildings and/or any of the Common Areas now or at any time
hereafter forming a part of the Center, in any manner whatsoever as Landlord may
in its discretion, from time to time deem proper; provided, however, that
Landlord shall not, without Tenant's prior written consent, make any change that
materially and adversely affects the ingress and egress to the Premises
from  Belau-
Roador reduce the visibility of Tenant's building and signage
in any way (except that Landlord may construct other improvements in the
approximate location shown on Exhibit Awithout
first receiving Tenant's written consent), which consent shall not be
unreasonably withheld, conditioned or delayed. Landlord also reserves the right
(i) to change the name of the Center at any time after notice to Tenant; and
(ii) to construct or reconstruct the Center at various times in various sections
or phases, provided such does not impair Tenant's ability to conduct its
business in the ordinary course and does not obstruct the visibility of Tenant's
signage.




(c)  Tenant
shall also have a non-exclusive right in common with other tenants in the
Center, their customers, employees and invitees to use all Common Areas located
within the Center. All Common Areas shall be subject to the exclusive control
and management of Landlord. Landlord hereby expressly reserves the right, from
time to time (i) to construct, maintain and operate lighting and other
facilities, equipment and signs on all of the Common Areas; (ii) to police the
Common Areas; (iii) to change the area, level, location and configuration of the
parking areas and other facilities outside of the Premises, provided that
Tenant's customers shall have ample parking convenient to the Premises; (iv) to
restrict parking by tenants and other occupants of the Center outside of the
Premises: and (v) to establish, modify and enforce reasonable rules and
regulations with respect to the Common Areas and the use to be made thereof.
Landlord shall, in a manner which Landlord shall determine to be reasonable,
operate, manage, equip, decorate, light and maintain the Common Areas and keep
same in good condition and repair, free of trash, ice and snow, and Landlord
shall have the sole right and exclusive authority to employ and discharge all
personnel with respect thereto. The term




3
















"Common
Areas" as used in this Lease shall mean all areas, space, facilities. equipment,
signs and special services furnished in the Center and designated by Landlord
for the general use or benefit, in common, of occupants of the Center, including
Tenant, its officers, agents, employees and customers, which facilities may
include, but are not limited to, the parking areas, sidewalks, walkways, service
areas, roadways, loading platforms, drainage facilities, retention ponds,
utilities serving more than one tenant in the Center; plumbing systems, ramps,
landscaped area, and other similar facilities available from time to time. The
Common Areas shall also include:




(i) the
entrances and exits from the Center installed, and (ii) the common utility
easements serving the Center. Tenant's rights and obligations with respect to
the Common Areas. shall
atall times be subject to easements
and restrictions of record, including but not limited to theDeclaration of Restrictions,
Covenants, Easements and Maintenance and Cost SharingAgreement (hereinafter the
"Reciprocal Easement Agreement") dated






(d)  For
purposes of this Lease, the term "Premises" includes the improvements to be
constructed by Tenant pursuant to Exhibits Band B-1(excluding
Tenant's trade fixtures and equipment installed therein) and all alterations,
repairs, replacements and modifications thereto. Tenant hereby grants a
non-exclusive right in common with Landlord and other tenants in the Center,
their customers, employees and invitees to use all Common Areas located within
the Premises, except Tenant may post signs designating 21 parking spaces (2
handicap and 19 regular) as highlighted in yellow on attached Exhibit A-1 as
limited for the use of Tenant's personnel or customers only.




(e)  For
purposes of this Lease, the term "Gross Leasable Area of the Center" shall be
deemed to mean the total usable land area in square feet of those portions of
the Center (as existing or as the same may at any time hereafter be designated,
enlarged or reduced) which are exclusively appropriated for use by lessees or
tenants of the Center whether constructed, leased or vacant. On the date of this
Lease the Gross Leasable Area of the Center (including the Premises) is
estimated to be (when constructed) approximately, 11,919 square feet. For
purposes of this Lease other than Taxes (as hereinafter defined), the term
"Tenant's Proportionate Share" or "Proportionate Share" shall be deemed to mean
a fraction, the numerator of which shall be the ,gross  square footage
of the Improvements (as defined in Exhibit B hereto) on the Premises and the
denominator of which shall be the Gross Leasable Area of the Center. This shall
be stated as 19.4716%,. This number cannot be increased by action of the
Landlord or other tenants, but can be reduced, based on any change by Landlord
or other tenants of the Center. This number can be increased based on Tenant's
actions.




(f)
Landlord herewith grants Tenant, its successors and assigns a nonexclusive
easement appurtenant to the Premises over the Common Areas of the Center for the
construction, installation, use and maintenance of any utility lines necessary
to serve the Premises, provided such will not adversely affect traffic flow or
access to the balance of the Center. If any governmental agency requires
dedication of the above described utility easements, Landlord and Tenant agree
to join in such dedication. After completion of any construction or maintenance
by Tenant, which shall be accomplished as expeditiously as possible, Tenant
covenants to repair or replace all concrete, asphalt and landscaping to the
condition existing prior to excavation by Tenant except as modified by the work
performed by Tenant. Landlord agrees to maintain in good condition and repair
any utility lines not dedicated to a public authority which serve the Center and
the Premises; provided, however, that Tenant shall be solely responsible for the
cleaning and repair of any sewer lines of which it has exclusive use of between
the Premises and




4
















the
public lines in the bed of Belair Road necessitated by Tenant's misuse of the
sewer lines located in the Center. Tenant's use, maintenance or repair of any
utilities servicing the Premises shall at all times be subject to the provisions
of the Reciprocal Easement Agreement.




3.         Landlord's
Work.




On or
about August 1, 2007, Landlord shall provide the Leased Premises with the majority of
Landlord's Work completed and in adequate condition for Tenant to commence the
construction of its building improvements. Tenant acknowledges that several
items as part of Landlord's Work, such as the sidewalks, curbing, and
landscaping, will be completed by  Landlord simultaneously as Tenant
is completing its improvements. In no event shall the Lease  Term
begin until such  time that Landlord's Work shall
be  substantially completed.




Landlord's
Work includes:




(a)  Completing
the construction of the, finishedpad site for
Tenant's building in good
workmanlike manner in the dimensions and location shown on Exhibit
A.




(b)  Stubbing
all appropriately sized utilities for Tenant's intended use to within five feet
of Tenant's building, including public sanitary sewer, water, electric,
telephone, and cable.




(c)  Completion
of the required sidewalks and curbing on the Premises.




(d)  Grading
and compacting of soil to within 5% of ASTM Standards for soil conditions and
compaction as certified by a licensed engineer.




(e)  Base
paving of parking lot and the required access areas to the
Premises.




(f)  Final
surface paving (including painting and installation of signage) to be promptly
completed after completion of Tenant's building.




4.         Term.




(a)
Tenant shall have and hold the Premises for a Preliminary Term (commencing after
delivery of the Pad site to Tenant through commencement of the Lease Term) and
the Lease Term, unless sooner terminated or extended as hereinafter provided.
The Preliminary Term of the Lease will begin upon lease execution and will
continue until the date immediately prior to the date of commencement of the
Lease Term. The "Lease Term" shall run for a period of twenty (20) years and
shall commence on the date (the "Rent Commencement Date") which is the earlier
of (i) one hundred eighty (180) days following the Pad Delivery Date (as defined
in Section 15) or (ii) the date Tenant commences operations from the Premises.
In the event the Rent Commencement Date is on a day other than the first day of
a calendar month, then the Lease Term shall continue in full force and effect
for the period from the Rent Commencement Date to the first day of the calendar
month next succeeding plus the period of the term set forth in Section 3. When
such Rent Commencement Date is determined, Landlord shall deliver to Tenant a
notice which confirms the commencement and expiration dates of the Lease Term.
As used in this Lease, the term "Lease Year" shall mean the twelve (12) full
calendar months following the Rent Commencement Date and each successive twelve
(12) month period thereafter.




5
















(b)
Provided Tenant is not then in default under the terms of this Lease, beyond any
applicable grace period for curing the same, Tenant shall have the option to
extend the term of this Lease for four (4) additional periods of five (5) years
(herein referred to individually as "Extended Term" and collectively as the
"Extended Terms") upon all of the same terms, covenants and conditions of this
Lease. In order to exercise one of the foregoing options, Tenant must notify
Landlord of such exercise at least nine (9) months, but in no event earlier than
two (2) years, prior to the expiration of the Lease Term or the then exercised
Extended Term as the case may be, It is the intention of the parties hereto to
provide for a maximum Lease Term expiring forty (40) years after the Rent
Commencement Date, should Tenant exercise all of its options for Extended Terms,
but nothing herein shall require the Tenant to exercise such
options,




5.  Fixed Rent.Tenant
covenants and agrees to pay to Landlord, without previous demand therefore and
without any setoffs or deductions whatsoever, the Fixed Rent as set forth
hereinbelow, payable in equal monthly installments, in advance, on or before the
first day of each and every calendar month throughout the Lease Term and the
Extended Terms. In the event the Rent Commencement Date is other than the first
day of a calendar month, the Fixed Rent (as well as all Additional Rent and
charges reserved hereunder) for the portion of the then current calendar month
shall be prorated on the basis of a thirty (30) day month and shall be paid
immediately on the Rent Commencement Date.




Lease
      Years
            
            Annual
      Fixed Rent
            
            
            Monthly
      Payment of Fixed
              RentLease
      Years I — 5
            
            $
            155,000.00
            
            
            $
            12,916,67Lease
      Years 6 — 10
            
            $
            178,250.00
            
            
            $
            14
      854.17Lease
      Years 11 — 15
            
            $
            204,987.50
            
            
            $
            17,082.29Lease
      Years 16 — 20
            
            $
            235.735.62
            
            
            $
            19,644,63First
      Extended Term
            
            $
            27I,095.96
            
            
            $
            22.591.33Second
      Extended Term
            
            $
            311,760.35
            
            
            $
            25,980.03Third
      Extended Term
            
            $
            358.524.00
            
            
            $
            29,877.00Fourth
      Extended Term
            
            $
            412,303.06
            
            
            $
            34,358.58









The first
installment of Fixed Rent due hereunder shall be paid to Landlord upon execution
of this Lease and shall be returned to Tenant if Tenant terminates the Lease
under Section 6 below,




6.  Due Diligence Period,Tenant shall have a ninety (90) day "Inspection Period" from the date of
execution of this Lease in which to inspect and investigate the Premises and
perform soil and other tests thereon; review the laws applicable to the Premises
and the development thereof and the availability and probability of Tenant's
receipt of all necessary governmental approvals; obtain surveys and other
similar materials; obtain site plan permits; obtain any title insurance
commitment therefor; review the availability of utilities and drainage
facilities and easements therefor; review the impact of the Laws and/or
conditions of the site on the economic or other




6
















feasibility
of constructing and operating the Tenant's improvements on the Premises; review
the access to the Premises and matters such as curb cuts, crossovers, traffic
signalization and the like; review any environmental conditions of the Premises:
and review any other matters relative to Tenant's anticipated use of the
Premises and the Tenant's Improvements and/or the value, cost, utility or
feasibility thereof. Tenant may terminate this Lease by written notice given to
Landlord on or before 5:00 p.m. of the last day of the Inspection Period if
Tenant is, for any reason, dissatisfied with the results of the aforementioned
inspections, investigations, tests, reviews, applications, or other matters, in
which event the parties shall have no further rights or liabilities hereunder,
Absent such notice being delivered in a timely manner. this Lease shall he and
remain in full force and affect.




7,
Additional Rent.In addition to the Fixed Rent, all other payments to be made by Tenant
hereunder to Landlord shall be deemed "Additional Rent" and, unless otherwise
provided, shall be due and payable within twenty (20) days after receipt by
Tenant of such itemized bill setting forth the amount due and the computation of
Tenant's Proportionate Share, if applicable, Landlord shall have the same rights
and remedies upon Tenant's failure to pay any Additional Rent as for the
non-payment of the Fixed Rent.




8,          Past Due
Rents.




(a) If
Tenant shall (i) fail to pay any Fixed Rent within ten (10) days after the same
is due and payable. (ii) fail to pay any Additional Rent or other charges within
the time frame they are due, then Tenant shall also pay to Landlord a late
payment fee equal to five percent (5%) of the late
rent,




(b) In
the event that any payment made by Tenant is returned to Landlord for
insufficient funds, Tenant shall pay to Landlord a processing fee of
Seventy-Five Dollars ($75.00) per returned payment. in addition to all other
sums due and owing under this Lease,




(c)  None of
the provisions of this Section 8 shall be construed to extend the date for
payment of any payments of Fixed Rent or Additional Rent hereunder or to limit
Landlord in the exercise of its rights and remedies under this
Lease.




(d)  All
payments and all statements required to be tendered by Tenant to Landlord shall
be delivered to Landlord or Landlord's designee at the Landlord's mailing
address set forth in Section 1(c) hereof, or at such other place as Landlord may
from time to time designate in writing.




(e)  If Tenant
shall fail to make any required payment after expiration of all grace periods
and any applicable notice and cure period, such unpaid amounts shall bear
interest fromthe date of
the expiration of the notice and cure period at the rate of 7.00% per annum or
the highest rate permitted by applicable law whichever is less,




(f)  All Fixed
Rent and Additional Rent due hereunder shall be deemed "rent,"




9,             Leasehold
Mortgages,




9.1,          Landlord
hereby consents to the execution and delivery by Tenant of one or more Deeds of Trust from
time to time (including indemnity deeds of trust) on Tenant's
leasehold




7
















interest
only (the "Leasehold Mortgage", the holder thereof is herein referred to as a
"Leasehold Mortgagee"); and agrees that such execution and delivery will not
constitute a default by Tenant under the Lease. The foregoing consent shall not
be deemed to be a consent by Landlord to any encumbrance of the Property by the
Tenant,




9.2.    With
respect to any Leasehold Mortgagee or other person providing financing as to
which Landlord shall have been given notice, the following shall apply
notwithstanding any other provision of this Lease to the contrary:




(a) No
voluntary cancellation, termination, surrender or modification of this Lease
shall be effective as to any Leasehold Mortgagee unless notice is given to such
Leasehold Mortgagee at least thirty (30) days prior to such action,




(b). Landlord,
upon providing Tenant any notice of intent to terminate this Lease after a
default shall, at the same time, for such notice to be effective and
enforceable, endeavor to provide a copy of such notice to the Leasehold
Mortgagee; Tenant shall provide the Leasehold Mortgagee with a copy of any such
notice of intent to terminate after a default upon receipt from Landlord, From
and after such notice has been given to the Leasehold Mortgagee, the Leasehold
Mortgagee shall have the same period. after the giving of such notice upon it,
for remedying any default which is the subject matter of such notice of intent
to terminate, or causing the same to be remedied, as is given Tenant after the
giving of such notice to Tenant, to remedy or cause to be remedied the defaults,
which are the subject matter of such notice specified in any such notice of
intent to terminate, Landlord shall accept such performance by or at the
instigation of the Leasehold Mortgagee as if the same had been done by Tenant.
Tenant authorizes the Leasehold Mortgagee to take any such action at the
Leasehold Mortgagee's option and Landlord and Tenant do hereby authorize entry
upon the Premises by the Leasehold Mortgagee for such purpose.




(c)  No
Leasehold Mortgagee shall become liable under the agreements, terms, covenants
or conditions of this Lease unless and until it becomes the owner of the
leasehold estate, In the event that the Leasehold Mortgagee becomes the owner of
the leasehold estate, any assignment of the entire interest in this Lease by the
Leasehold Mortgagee as owner of the leasehold estate shall be subject to Section
22 of this Lease.




(d)  In no
event shall Landlord be required to subject or subordinate its fee title to the
Premises to secure any Leasehold Mortgage entered into by Tenant or other loan
or financial obligations incurred by Tenant and Tenant shall have no authority,
express or implied, to create or place any mortgage or deed of trust of any kind
or nature whatsoever upon Landlord's fee title in the Premises,




(e)  Nothing
herein contained shall require any Leasehold Mortgagee or its nominee to cure
any default by Tenant hereunder.




10,          Recapture,                  Deleted,




8


















11.          Utilities.




(a)  Subject
to the Landlord's obligations under Exhibit B-Iand
Landlord's Work under Paragraph 3 hereof, Tenant shall install and use the
utilities serving the Premises in accordance with the criteria set forth herein
and the rules and regulations of the public or private utility company or the
governmental agency supplying the same. Landlord shall not be liable for damages
or otherwise for any interruption in the supply of any utility to the Premises,
if caused by a party other than Landlord, its agents, contractors, or employees,
nor shall any such interruption constitute any ground for an abatement of any of
the rents reserved hereunder except in the event of the grossly negligent acts
by landlord or Landlord's agents, contractor or employees,,,




(b)  Tenant
shall make application for, obtain directly, be solely responsible for and
promptly pay directly to the public or private utility company or governmental
agency, whichever is supplying the same, as and when the same become due and
payable, all charges For water and sewer (if separately metered), electricity,
gas, telephone, and any other utility used or consumed in the Premises,
including, without limitation, all connection fees.




(c)  In the
event Landlord elects or is required to supply the utilities used or consumed in
the Premises, Tenant agrees to purchase from and pay Landlord for the same, as
Additional Rent, at the rates which the applicable public or private utility
company charges Landlord For furnishing such utilities (reduced by any
commissions, fees, discounts, or similar consideration received by Landlord or
its agents or assignees), plus applicable sales taxes thereon. Landlord shall
have the right to enter onto the Premises for the purpose of reading any
submeter forutilities supplied by Landlord; Landlord reserves the right to
discontinue the furnishing of any such utilities provided such utilities are
provided by such other private or public utility company. Landlord reserves the
right to supply any utility service to the Premises provided Tenant shall not be
required to pay more for such service than it would pay if acquired directly
from the utility company, If Landlord elects to supply utilities or to
discontinue supplying utilities. Landlord shall (i) supply such utilities
without interruption during the change of providers; (ii) install all meters for
the utilities it provides and remove any meters which are no longer
needed.




12,          Taxes.




(a) As
used herein, the term "Tax Charge" shall mean Tenant's Proportionate Share of
all real estate taxes and assessments and other real property (including
improvements thereon) related governmental levies and charges of any kind and
nature excluding, however, all estate, inheritance, capital stock, succession,
gift, transfer (unless related to recording of this Lease), franchise, excess
profits. gross receipts and income taxes of Landlord which may be imposed
against the land area of the Center, and against the buildings and all other
improvements located on the Center during the Lease Term (collectively,
"Taxes"), Tenant shall pay to Landlord, as Additional Rent, the Tax Charge
within 30 days of being billed same by Landlord, based on the actual tax bill,
Tenant's Tax Charge shall be based on the taxes being paid before a penalty is
incurred or a discount lost. As used herein, the term "Taxes" shall also mean
and include all costs and fees (including reasonable attorneys' fees and/or the
reasonable fees of any tax consultant retained by Landlord) incurred by Landlord
in reasonably contesting such taxes, levies and charges.




9
















(b)  Tenant's
Proportionate Share with regard to Taxes attributable to land shall be computed
and determined as a fraction, the numerator of which shall be the total square
footage of the land area of the Premises (42,000square feet)
and the denominator of which shall be the total square footage of the land area
of the Center (95,693 square feet. as the same may exist from time to time.
Tenant's Proportionate Share with regard to
Taxes attributable to land is 43.89%, Tenant's Proportionate Share with regard
to Taxes attributable to Improvements (as defined in Exhibit B) shall be
computed and determined as a fraction, the numerator of which shall be a gross
square footage of the Improvements located on the Premises
(2,882  square feet), and the denominator of which shall be the Gross
Leaseable Area of all the Center (14,882 square feet including Tenant's
Improvements) as the same may exist from time to time. Tenant's Proportionate
Share with regard to Taxes attributable to the Improvements is 19.3656%.
Notwithstanding the foregoing, if the Improvements on the Premises are assessed
by the applicable taxing authority separately from the improvements located on
the balance of the Center, Tenant shall pay Taxes on such Improvements in
accordance with such separate assessment and, in addition, shall pay its
Proportionate Share of Taxes on the land portion of the tax bill for the
Center.




(c)  In the
event the taxing authorities include in such Taxes the value of any machinery,
equipment, fixtures, inventory or other personal property or assets of Tenant,
Tenant agrees to pay. before delinquency, the entire amount of the taxes
attributable to such items in addition to, but not in duplication of, the Taxes
referred to above,




(d)  If at any
time during the Lease Term, a tax or excise on rents or other tax, however
described (except any estate, inheritance, capital stock, succession, gift,
transfer [unless related to recording of this Lease], franchise, gross receipts,
income or excess profits taxes imposed upon Landlord) is levied or assessed
against Landlord by any lawful taxing authority on account of Landlord's
interest in this Lease or the rents reserved hereunder, as a substitute in whole
or in part, or in addition to, the Taxes hereinbefore described, Tenant agrees
to pay Landlord, as Additional Rent, the amount of such tax, excise on rents or
other tax, In the event any such tax or excise on rents or other tax, however
described, is levied or assessed directly against Tenant by any lawful taxing
authority on account of Tenant's interest in this Lease or the leasehold estate
hereby created or the rents to be paid by Tenant hereunder, then Tenant shall be
responsible therefor and agrees to pay the same before delinquency and provide
evidence thereof to Landlord.




(e)  Tenant
shall pay, before delinquency, all taxes assessed against any personal property
of any kind owned or used by Tenant in or about the Premises and provide
evidence thereof to Landlord,




(f)  With
respect to any Taxes for which Tenant is responsible hereunder, Landlord shall
provide Tenant a copy of an official tax bill with the calculation of Tenant's
Tax Charge..




(g)  Landlord
shall pay, before delinquency, all taxes assessed against the
Center,




13.         Landlord's
Insurance




(a) If
insurance premiums for the Center are increased due to Tenant's conduct or the
nature of Tenant's business conducted on the Premises, upon proof of same,
Tenant shall pay the full cost of such increase upon demand by
Landlord,




10
















(b)
Tenant shall pay to Landlord Tenant's Proportionate Share of the cost of all
insurance carried by Landlord covering. the Common
Areas of the Center, including, without
limitation (i) public liability, personal and bodily injury and property damage
liability and automobile coverage, (ii) fire and extended coverage, vandalism
and malicious mischief and all broad form coverages covering the improvements in
the Center, other than any buildings in the Center, and (iii) sign insurance,
all in limits maintained by similar first class Centers in this regional area.
Tenant's initial Proportionate Share of Landlord's insurance is currently
estimated to be thirty
three cents($.33)per square foot of the Tenant's Building.




14,          Maintenance of Common
Areas.




(a)  Landlord
shall keep, or cause to he kept, the Common Areas clean, reasonably free of ice
and snow, in good condition and repair; all in a manner consistent with the
practices of first-class retail Centers, In consideration of Landlord's
undertaking the operation and maintenance of the Common Areas, Tenant covenants
and agrees to pay to Landlord, subject to adjustment as hereinafter provided, a
monthly sum equal to one-twelfth (1/12) of Landlord's reasonable estimate of
Tenant's Proportionate Share of the annual costs and expenses of operating,
maintaining and cleaning the Common Areas within those portions of the Center
being so operated, maintained and cleaned by or on behalf of Landlord for the
then current year; such monthly payment to be Additional Rent payable in advance
at the same time and place as the Fixed Rent, If Tenant's Proportionate Share of
such Common Area Charges is more than Tenant's payments so made, Tenant shall,
within thirty (30) days thereafter and as Additional Rent, pay to Landlord the
difference as the balance of its share of the Common Area Charges and, on the
other hand, if Tenant's Proportionate Share is less than Tenant's payments so
made, Landlord shall refund such excess to Tenant within thirty (30) days
thereafter. Tenant's Common Area Charges shall not increase, year to year, by
more than 5% from the Charges for the prior year, Landlord shall use reasonable
business efforts to keep down the costs of the Common Areas maintenance,
Landlord shall promptly remove all snow and ice from the Premises so as to not
interfere with Tenant's business,




(b)  The
"Common Area Charges- shall include, by way of example and not by limitation,
all normal and customary costs and expenses of (i) operating, maintaining,
repairing, landscaping, seasonally decorating, cleaning, removing trash,
sweeping, striping, and removing snow, ice and debris from said Common Areas,
provided that in no event shall Common Area Charges include the paving,
landscaping, striping and lighting of the Common Areas conducted as part of
Landlord's initial construction of the Center, provided that any resurfacing or
parking lot overlay shall not be deemed a replacement hereunder, (ii)
maintenance, repair and replacement of any Center identification and directional
signage, (iii) water, sewer and electricity charges for Common Area usage, (iv)
sales. service and/or other use taxes on materials, equipment, supplies and
services and license and permit fees required for the operation and maintenance
of the Common Areas, (v) maintenance and repair of storm water management
systems serving the Center, including retention or detention ponds. and other
utility systems and maintenance and repair of security systems and services and
Fire protection equipment and sprinkler alarms and (vi) an administrative fee of
ten percent (10%) of the Common Area Charges for Landlord's administration and
operation of the Common Areas.




11
















(c)  Landlord
shall cause the Premises and the Common Areas to be lighted during the period
from 1/2 hour before sunset till 10pm, Landlord shall keep all signage
illuminated 24 hours every day, unless prohibited by applicable law or
regulation,




(d)  Tenant
shall provide, at its sole cost, a trash container (dumpster) which the Landlord
or governmental agencies may require, Such trash container shall be located in a
dumpster area shown on Exhibit A,and Tenant
shall keep the dumpster in a sanitary condition and shall empty it at least two
(2) times per week, or more frequently if reasonably necessary to eliminate
odors. Additionally, notwithstanding the foregoing provisions of Section 14(a)
above to the contrary, Tenant, and not Landlord, shall be solely responsible for
maintaining, repairing, and replacing the screening solely around Tenant's trash
container, if same is on the Premises, and shall be solely responsible for
maintaining, repairing, and replacing all sidewalk landscaping and lighting (but
not light fixtures) located on the Premises, Tenant shall not permit undue
accumulations of garbage, trash, rubbish, or other refuse, shall remove the same
at its own expense, and shall keep such refuse in proper rodent-proof containers
within the Premises until called' for to be removed. All garbage, trash, and
other refuse which is kept in such rodent-proof containers shall be bagged and
securely tied before being placed in the trash container described above. Tenant
shall use reasonable efforts to keep the area around the trash container located
outside of the fenced enclosure trash and litter free and reasonably stain free
(which may require power-washing by Tenant) between the times that Tenant cleans
the Common Areas; and shall keep the area around the trash container located
inside the fenced enclosure and between the trash container enclosure area and
the Premises trash and litter free on a daily basis,




15.  Landlord's Pad Work.Landlord shall deliver to Tenant, and Tenant agrees to accept from the
Landlord, possession of the Premises upon substantial completion of the portion
of Landlord's pad work which pertains to the Premises as described in the
Description of Landlord's and Tenant's Work attached hereto and made a part
hereof as Exhibit B-1("Landlord's Pad Work"), which shall be the date on which Landlord
notifies Tenant in writing that such Landlord's Work with respect to the
Premises is substantially complete as described in ExhibitB-1 hereof,
with the exception of such work Landlord cannot complete until Tenant performs
necessary portions of its work (the "Pad Delivery Date").




16.  Tenant's Improvements and
Installations.




(a)  In
addition to Tenant's Work as provided in Exhibits Band B-1,Tenant shall
fully construct Tenant's Building and fully equip the Premises with all trade
fixtures and equipment, lighting fixtures, furniture, furnishings, floor
coverings and any other fixtures and equipment necessary for the proper
operation of Tenant's business as well as any signage permitted by this Lease,
all of which shall be in good condition and in working order,




(b)  Excluding
all improvements directly related to Tenant conducting business in the ordinary
course (however, in no event shall the Tenant remove any items from the Premises
if such removal shall cause damage to the Premises or its improvements), all
betterments and improvements in or upon the Premises including, without
limitation, all carpeting, floor coverings, attached shelving, lighting
fixtures, wall covering, other fixtures and heating, ventilation and air
conditioning equipment, shall, at the option of Landlord, become the property of
Landlord and shall remain upon and be surrendered with the Premises as a part
thereof at the expiration or earlier termination of the Lease Term; provided,
however, that Tenant's personal property, furniture, furnishings, and trade
fixtures shall remain the property of Tenant and shall




12
















be
removed prior to expiration of the Lease Term, Any trade fixtures. equipment and
other personal property (exclusive of lighting, electrical, heating and air
conditioning) placed in or upon the Premises by Tenant shall remain Tenant's
property with the right to remove the same at any time during the Term of this
Lease, provided that Tenant shall repair any damage to the Premises caused by
such removal. Landlord, if requested by Tenant, agrees to
execute such documentation waiving its rights to Tenant's personality and to all
rights of levy for distraint for rent against same as shall be required by any
lender of Tenant; provided any damage caused by, or resulting from, the removal
of any trade fixtures, equipment or other personal property shall be promptly
repaired by Tenant or the party entitled to remove same, Tenant shall remove
such trade fixtures, equipment and personal property from the Premises on or
before ten (10) days after the expiration or earlier termination of the Lease
and shall repair any damage to the Premises caused by such removal. Any of
Tenant's trade fixtures remaining on the Premises after the expiration of such
period shall be deemed abandoned by Tenant or its subtenants or licensees and
shall become the property of Landlord without payment therefor.




(c)  Technology/Satellite
Dish: Tenant shall be allowed to install, maintain, repair, and replace
satellite dish(es) and other technology apparatus on the roof of the building,
the north or west walls of the building, in a completely screened location on
the ground, or in such other location as approved by Landlord, such approval not
to be unreasonably withheld, conditioned, or delayed,




(d)  Tenant
shall pay to Landlord the sum of ninety five thousand dollars ($95,000.00) as
partial payment on the site costs incurred by Landlord for the Center. Such
payment shall be made to Landlord upon substantial completion of Landlord's Work
and delivery of possession of the Premises to Tenant.




17,         Use of
Premises.




(a)  Tenant's
use of the Premises, inclusive of any subletting or assignment, shall be for any
lawful use consistent with a neighborhood shopping center within the
Baltimore-Washington Metropolitan Area, but shall specifically exclude the
following: (1) any exclusives granted to tenants within the Center by Landlord
or any then current uses within the Center at the time of assignment or
subletting; (2) any nude or semi-nude dancing, bar, tavern, or lounge; (3) sale
or rental of "adult" or "x-rated videos" and related products; and (4) the
display, sale, or treatment of any drug paraphernalia services or patient
related facilities, Prior to Tenant operating for business in the Premises,
Tenant shall obtain a certificate of occupancy/nonresidential use permit from a
proper governmental authority approving Tenant's use of Premises.




(b)  Tenant
shall keep and maintain the interior and the exterior of the Premises and the
adjacent parking areas in a clean, safe, sightly, orderly, and sanitary
condition,




(c)  So long
as Tenant is operating from the Premises for Financial Services, Tenant shall
have the exclusive right to each of the following: (1) operate a Financial
Services business, (2) have automated teller machines, and (3) have Financial
Services drive thrus in the Center,




18.         Operation of
Business,




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(a)  Tenant
agrees (i) to conduct Tenant's business in the Premises in a reputable manner;
(ii) to keep and maintain the Premises and Tenant's personal property and trade
fixtures in a neat, clean, sanitary and safe condition; (iii) to apply for,
secure, maintain and comply with all licenses or permits which may be required;
(iv) neither to solicit business nor to distribute advertising matter in the
parking areas or other Common Areas (which restriction shall apply to all Leases
of any part of the Center), Notwithstanding the foregoing, so long as Tenant
continues to pay all rent due hereunder ina timely manner, Tenant
shall have the right to cease operating its business from the Premises and such
cessation shall not be a default under this Lease,




(b)  Tenant
and its servants, employees, agents, sublessees, licensees and concessionaires
shall observe faithfully and comply with the reasonable rules and regulations
for the Center attached hereto as Exhibit D("Rules and
Regulations") as Landlord may from time to time adopt; provided Tenant has
received prior notice of same. Such Rules and Regulations shall be enforced
non-discriminatorily and shall not materially limit or affect any of Landlord's
covenants and obligations hereunder.




19,          Laws, Waste or
Nuisance




(a)  Tenant
agrees to comply with all present and future Federal, state and local laws,
ordinances, orders and regulations affecting the Premises or the use
thereof




(b)  Tenant
hereby agrees that Tenant, its employees, agents, contractors or invitees shall
not, at any time, cause or permit Hazardous Material (as hereinafter defined) to
be brought, stored, manufactured, processed, treated, distributed, used or
disposed of in, about or from the Premises without the prior written consent of
Landlord, which consent shall be granted or withheld at Landlord's discretion,
Tenant shall submit with its request for such consent an itemized list of (i)
all Hazardous Material which will be brought, stored, manufactured, processed,
treated, distributed, used or disposed of in, on or from the Premises; (ii) the
location in the Premises where such Hazardous Material will be stored: (iii) any
special storage requirements (i,e., temperature); and (iv) the purpose or
purposes for which the Hazardous Material is necessary. Tenant shall promptly
submit a revised list in the event that the information contained in the prior
list shall change. Tenant shall use, keep and store all Hazardous Material in a
safe and careful manner that complies with (1) all applicable laws and
ordinances regulating any individual Hazardous Material or Hazardous Materials
generally; (2) all instructions and guidelines given by the manufacturer of any
individual Hazardous Material; and (3) all requirements of Landlord's insurance
carriers. As used herein, the term "Hazardous Material" shall include petroleum
products. underground storage tanks and/or any hazardous, toxic or dangerous
waste, substance or material defined as such in (or for the purposes of the
Comprehensive Environmental Response, Compensation and Liability Act, any state
"Superfund" or "Superlien" law), or any other ordinance, code, rule, regulation,
order or decree regulating, relating to or imposing liability or standards of
conduct covering such Hazardous Material as may now or at any time hereafter be
in effect, The foregoing shall not be deemed to prohibit or restrict the use of
cleaning products or other products normally utilized in the operation of
Tenant's business provided such are utilized in accordance with all applicable
laws. No underground storage tanks shall be installed on the
Premises,




(c)  Tenant
further agrees not to suffer, permit or commit any waste, nor to allow, suffer
or permit any objectionable odors, vapors, steam, water, vibrations, noises or
other undesirable effects to emanate from the Premises, or otherwise to allow,
suffer or permit the




14
















Premises
or any use thereof to constitute a nuisance or to interfere with the safety.
comfort or enjoyment of the Center by Landlord or any other occupants of the
Center or their customers, invitees or any others lawfully in or upon the
Center,




20.  Competition.Deleted




21.  Signage,In addition
to its pylon signage, if permitted by appropriate governmental authorities and
provided same does not violate any recorded restrictions on the Center nor
reduce the total signage permitted for the Center, Tenant, at its sole cost and
expense, shall be entitled to erect maximum building and monumental pylon
signage on the Premises in compliance with the sign criteria attached hereto as
Exhibit B-2(the "Sign Criteria"). Tenant agrees to maintain any such sign, awning,
canopy, decoration. lettering, advertising matter or other thing in good
condition and repair at all times.




Tenant
shall have the right, at Tenant's expenses, to install its standard sign panel
on Land lord's pylon and the right to change any such signage consistent with
any name change of Tenant's name or logo, from time to time, including exterior
signs on the Premises. Tenant shall have the right to display grand opening and
promotional banners,




22.  Assignment and
Subletting,




Except as
provided below, Tenant shall not assign the Lease or sublet the Premises without
the prior written consent of the Landlord, such consent not to be unreasonably
withheld, conditioned, or delayed, Upon Landlord's consent to an assignment,
Tenant shall be released from all further obligations under the Lease. Tenant
shall have the absolute right to assign or sublet the Premises,without Landlord's consent, provided Tenant remains liable under the
terms of the Lease. The following shall not be considered an assignment and no
consent shall be required from Landlord: (i) a change in ownership of Tenant as
a result of a merger, consolidation, reorganization, or joint venture; (ii) the
sale of Tenant's assets as a going concern only as it relates to the business
conducted on the Premises (a "Branch Sale"); (iii) a transfer of the Lease to
any entity if a regulatory agency having jurisdiction over Tenant's business
requires that Tenant must divest itself of certain deposits and branch banking
facilities (a "Divestiture"); (iv) the sale, exchange, issuance or other
transfer of Tenant's stock on a national exchange or between Tenant's parent
company, if any, and any subsidiary, affiliate, related entity, or other entity
that controls, is controlled by, or is under common control with Tenant or to
any entity resulting from merger or consolidation with Tenant; (v) the
assignment of this Lease or sublease of all or any portion of the Premises to
Tenant's parent entity, a wholly-owned subsidiary of Tenant or any other related
entity of Tenant, or to any entity which acquires Tenant through merger,
consolidation or other corporate action, or to any entity which purchases all or
any portion of the assets of Tenant; (vi) the sale or transfer of at least ten
(10) locations (including the Premises and this Lease) in a bulk sale to one
transferee; (vii) the sublet of less than fifty percent (50%)of the Rentable Square Feet of the Premises, in the aggregate, to one (1)
or more parties; or (viii) a collateral assignment of Tenant's interest in this
Lease to a lender as security for any indebtedness of Tenant to the
lender.




Tenant
shall be permitted to assign or sublet the Premises to any Permitted
Use,




23.  Repairs and
Alterations.




15
















(a)  Subject
to the provisions of Sections 28 and 29. Landlord shall not be required to make
any repairs or improvements of any kind to the Premises unless caused by the
negligence of it or its agents, contractors, or employees, Landlord shall repair
all defects in construction of the Pad, parking lot, and common areas for a
period of 10 years after commencement of the Lease,




(b)  Except as
provided above, Tenant agrees, at Tenant's sole cost and expense, to keep and
maintain the Premises and each and every part thereof and improvements thereon
in good order and condition and to make all repairs and replacements thereto,
and to the fixtures and equipment therein and the appurtenances thereto,
including, without limitation, the windows and window frames, doors and door
frames, entrances, store fronts, signs, showcases, if any, floor coverings,
interior walls, and the electrical, heating, ventilating, air conditioning and
plumbing systems, equipment, fixtures and facilities within the Premises, Tenant
shall keep the Premises and all improvements thereon and all signs in a first
class and attractive condition throughout the entire term of the
Lease.




(c)  Following
the initial construction of the Tenant's Work with respect to the Premises,
Tenant shall have the right to make alterations and improvements to the Premises
from time to time; provided that any alterations or improvements thereto of a
material structural nature or which substantially alter in any manner the
exterior appearance thereof shall be made by Tenant only in accordance with
plans and specifications first approved in writing by Landlord. The exterior
elevations and exterior design and treatment of any alterations or improvements
must be architecturally harmonious with the exterior design and treatment of the
improvements constructed on the balance of the Center. Tenant may not enlarge or
expand the building constructed initially on the Premises by Tenant without
first obtaining the prior written consent of Landlord, which consent may be
granted or withheld in Landlord's reasonable discretion and will not be
unreasonably delayed or conditioned, Tenant covenants and agrees that it shall
take no action that shall require, in accordance with applicable governmental
regulation, more parking spaces to be provided for the Premises than are
required based upon the building initially constructed and the contemplated use
thereof, Notwithstanding anything herein to the contrary, in no event shall
Landlord's consent to the above be considered approval by any applicable
governmental authority, No approved alteration or improvements hereunder shall
be initiated by the Tenant until all required permits and approvals from all
applicable governmental authorities have been obtained and copies of said
permits and approvals received by the Landlord together with a copy of a
builder's risk policy naming Landlord as an additional insured,




24.  Failure to Repair or Perform
Covenants.If Tenant shall fail to make repairs or to perform its other
obligations in accordance with the provisions of this Lease, or if Landlord is
required to make any repairs by reason of any act, omission, or negligence of
Tenant, Landlord shall have the right, at its option, to make such repairs or to
perform such obligations on behalf of and for the account of Tenant and to enter
upon the Premises for such purposes, and Tenant agrees to pay the cost and
expense thereof as Additional Rent hereunder.




25.  Covenant Against Liens,Tenant shall do all things reasonably necessary to prevent the filing of
any mechanics' or other liens against the Premises by reason of any work, labor,
services or materials performed or supplied or claimed to have been performed or
supplied to Tenant, or anyone holding the Premises, or any part thereof, through
or under Tenant, Without limiting the generality of the foregoing, Tenant agrees
that the Center shall not be subject to




16
















attachment
and Tenant shall include in all contracts and subcontracts for work to be
performed on Tenant's behalf at the Premises provisions whereby such contractor
or subcontractor acknowledges that Landlord has no liability under such
contracts and subcontracts and that such contractor or subcontractor waives any
right it may have to file a lien against or attach the Center, If any such lien
shall at any time be filed, Tenant shall either cause the same to be vacated and
canceled of record by bonding or otherwise within twenty (20) days after the
filing thereof or, if Tenant in good faith determines that such lien should be
contested, Tenant shall furnish such security as may be necessary as determined
by Landlord to release the same as a lien against the real property, If Tenant
fails to procure a release of such lien as prescribed in this Section, Landlord
shall have the right, but not the obligation, to procure a release of the lien
and charge the expense incurred in so doing (including the amount of the lien)
and reasonable attorney's fees to Tenant as Additional Rent,




26,          Indemnity,




(a)  Tenant
hereby agrees to defend, pay, indemnify and save free and harmless Landlord from
and against any and all claims, demands, fines, suits, actions, proceedings,
orders, decrees and judgments of any kind or nature by or in favor of anyone
whomsoever and from and against any and all costs and expenses, including
attorneys' fees, resulting from or in connection with loss of life, bodily or
personal injury or property damage arising, directly or indirectly out of or
from or on account of any occurrence in, upon, at or from the Center caused by
the negligence or willful misconduct of Tenant, its agents, employees or
contractors, in, upon, at or from the Premises, any Common Areas or the
Center,




(b)  Landlord
hereby agrees to defend, pay, indemnify and save free and harmless Tenant from
and against any and all claims, demands, fines, suits, actions, proceedings,
orders, decrees and judgments of any kind or nature by or in favor of anyone
whomsoever and from and against any and all costs and expenses, including
attorneys' fees, resulting from or in connection with loss of life, bodily or
personal injury or property damage arising, directly or indirectly out of or
from or on account of any occurrence in, upon, at or from the Center caused by
the negligence or willful misconduct of Landlord, its agents, employees or
contractors, in, upon, at or from the Premises, any Common Areas or the
Center,




(c)  In
addition, if Tenant breaches any of the provisions of this Lease regarding
Hazardous Material, or if the presence of Hazardous Material on the Premises
results in contamination of or damage to the Premises or the Center by Hazardous
Material, then Tenant shall indemnify, defend and hold Landlord harmless from
and against any and all claims, judgments, damages, penalties, fines, costs,
liabilities or losses which arise during or after the Lease Term as a result of
such contamination, including, without limitation, any out of pocket expenses or
costs or diminution in value losses.




(d)  Except as
may be set forth in this Lease, neither party shall be responsible or liable at
any time to the other party, or to those claiming by, through or under the other
party, for any loss of life, bodily or personal injury, or damage to property or
business, or for business interruption, that may be occasioned by or through the
acts, omissions or negligence of any other persons, or any other lessees or
occupants of any portion of the Center.




(e)  Neither
party shall be responsible or liable at any time for loss of life, or injury or
damage to any person or to any property or business of the other party, or those
claiming by,




17
















through or
under the other party, caused by or resulting from the bursting, breaking,
leaking, running, seeping, overflowing or backing up of water, steam, gas,
sewage, snow or ice in any part of the Premises or caused by or resulting from
acts of God or the elements, or resulting from any defect in the occupancy,
construction, operation or use of the Premises unless caused by such party's,
its agents', employees', or contractors' negligence or intentional
misconduct,




Except to
the extent set forth in Section 26(a), Tenant expressly acknowledges that all of
the foregoing provisions of this Section shall apply and become effective from
and after the Pad Delivery Date,




27,         Insurance and Waiver of
Claims,




(a)  Tenant
agrees to secure and keep in force from and after the date Landlord shall
deliver possession of the Premises to Tenant and throughout the Lease Term, at
Tenant's own cost and expense: (i) Commercial General Liability Insurance on a
per occurrence basis with a limit of liability in an amount of One Million
Dollars ($1,000,000) per occurrence and Five Million Dollars ($5,000,000.00) in
the aggregate, which insurance shall specifically insure the contractual
obligations of Tenant set forth anywhere in this Lease, (ii) Special Form
Property Insurance in an amount adequate to cover the full replacement value of
all Tenant's improvements in the Premises so as not to be a co-insurer in the
event of fire or other casualty; (iii) Plate Glass insurance covering all plate
glass in the Premises; (iv) business interruption insurance in an amount equal
to twelve (12) months rent of Tenant at the Premises which insurance shall be
issued on an "all risks" basis (or its equivalent); and (v) worker's
compensation insurance in statutorily prescribed limits; and (vi) product
liability insurance for merchandise offered for sale or lease from the Premises,
including (if this Lease covers Premises in which food and/or beverages are sold
and/or consumed) liquor liability coverage (if applicable to Tenant's business)
and coverage for liability arising out of the consumption of food and/or
alcoholic beverages on or obtained at the Premises, of not less than Three
Million Dollars ($3,000,000) per occurrence and in the aggregate, which amount
shall be increased every ten (10) years by $500,000 per occurrence and in the
aggregate, All insurance to be procured by Tenant shall be issued in the names
and for the benefit of Tenant and Landlord and their respective designees (and
in the case of Landlord and its designees, as additional insureds), All policies
required under this Section shall contain the following endorsements that such
insurance may not be canceled or amended with respect to Landlord except upon
thirty (30) days prior written notice from the insurance company to Landlord,
sent by certified or registered mail. Tenant agrees to deliver to Landlord
certified copies of all policies of insurance to be procured by Tenant within
ten (10) days of the inception of such policies and, at least thirty (30) days
prior to the expiration of any such policy. Except with regard to proceeds
payable for loss or damage to trade fixtures or personal property, the portion
of the proceeds under the policy or policies of insurance required under this
Section 27 above, which represent Tenant's improvements shall be expressly made
payable in the case of loss or damage to Landlord and Tenant
jointly.




(b)  Each
party waives all rights to recover against the other party, its officers,
directors, shareholders, partners, members, joint ventures, employees or agents,
for any loss or damage to the waiving party's property arising out of the acts
or omissions of the released party or its agents or employees if such loss or
damage would generally be covered by a special form property damage insurance
policy (such waiver to apply even if the damaged party does not maintain such
insurance coverage), Neither Landlord nor Tenant shall be liable to each other
or any insurance company (by way of subrogation or otherwise) that insured any
such losses,




18
















damages
or expenses. Each party shall use reasonable efforts to cause their respective
insurers to issue appropriate waiver of subrogation rights endorsements to all
policies of insurance carried in connection with the Premises or the Center or
the contents of either of them, and if obtained then each party shall deliver to
the other party (within a reasonable period of time after a written request for
the same) adequate written proof (for example, a policy and certificate of
insurance with attached endorsement) of the issuance of the
foregoing.




28.Destruction,




If
Tenant's building is damaged by fire or other casualty Tenant shall immediately
commence and diligently pursue to completion the repair and restoration of the
building to the condition thereof immediately prior to such damage or
destruction including but not limited to all of the Tenant's work, All insurance
proceeds for such damage shall be paid out on a monthly basis to Tenant as work
progresses on the restoration using AIA draw forms submitted by Tenant's
contractor and architect, In the event of any such casualty, this Lease shall
remain in full force and effect and the parties waive the provisions of any law
to the contrary. Tenant shall not be entitled to and hereby waives all claims
against Landlord for any compensation, abatement or damage for loss of use of
the whole or any part of the Premises and/or for any inconvenience or annoyance
occasioned by any such damage, destruction, repair or restoration (except for
damage caused by the negligence and willful malfeasance of Landlord, its agents,
employees, or contractors), Any such repair or restoration of the Premises by
Tenant shall be performed in accordance with Exhibits B and B-1 herein, In the
event the improvements should be damaged or destroyed by fire, flood, tornado or
by the elements or through any casualty or otherwise to the extent that it is,
in the reasonable opinion of Landlord or Tenant, untenantable or incapable of
use for the normal conduct of Tenant's business, and such damage or destruction
occurs within the last twenty-four (24) months of the Term or any extension or
renewal period, Landlord and/or Tenant shall have the option, exercisable within
thirty (30) days following such damage or destruction, of terminating this Lease
effective upon giving written notice to the other party; provided, however that
if Landlord exercising its termination right Tenant may vitiate such termination
by exercising it's next option to extend the Term of this Lease, if any. In such
event, Landlord's termination shall be null and void and this Lease shall
continue in full force and effect, In the event of such termination, Landlord
shall be entitled to the proceeds of all insurance applicable to the
improvements but not the contents and Tenant and it's insurance companies shall
promptly pay over same to Landlord,




29.Condemnation.




(a)  If a
substantial portion of the Premises shall be acquired or taken by eminent domain
for any public or quasi-public use or purpose or by private purchase in lieu
thereof, or if a taking substantially impairs reasonable ingress/egress to
Premises, then Tenant shall have the right to terminate this Lease and the term
hereof shall automatically cease and terminate as of the date of title vesting
in such proceedings. For purposes of this provision, "a substantial portion of
the Premises" shall be deemed to have been taken if such taking in the
reasonable judgment of Tenant shall render the Premises and that portion of the
Common Areas not so taken unsuitable for the purposes for which the Premises
were leased,




(b)  If any
part of the Premises shall be so taken and this Lease shall not be terminated,
as aforesaid, if the conduct of business in the ordinary course are in
compliance with the law, then this Lease and all of the terms and provisions
thereof shall continue in full force




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and
effect, except that the Fixed Rent shall be reduced in the same proportion that
the total square footage of the Premises taken bears to the original total
square footage of the Premises. Tenant shall, upon receipt of the award in
condemnation, make all necessary repairs or alterations to restore the portion
of the Premises remaining to as near its former condition as the circumstances
will permit, and Landlord shall, upon receipt of the award in condemnation, make
all necessary repairs or alterations to restore the Common Areas to as near
their former condition as the circumstances permit; provided, however,
Landlord's obligations to restore shall be limited to the extent of the
condemnation proceeds received by Landlord therefor. Landlord shall make
available to Tenant for restoration of the Premises such portion of any award
payable to Landlord on account of loss or damage to the improvements, For
purposes of this provision, "a substantial portion of the Premises" shall be
deemed to have been taken if such taking in the reasonable judgment of Tenant
renders that portion not so taken unsuitable for the purposes for which the
Premises were leased,




(c)  Subject
to Section 29(d) below, if this Lease is terminated as a result of any
condemnation, all damages or compensation awarded or paid for any such taking,
whether for the whole or a part of the Premises shall be allocated between
Landlord and Tenant based on such payment being amortized on a straight line
basis over the 40 year lease term hereof with Landlord receiving the portion
amortized and Tenant receiving the balance, For example, after the first Lease
Year, Tenant would receive 39/40ths of the award and at the end of the Term and
all renewals thereof, Landlord would receive the entire award.




(d)  Nothing
herein shall affect Tenant's rights (i) to any award or portion thereof, whether
made to Landlord or Tenant, for any leasehold improvements, or furniture,
fixtures and equipment, paid for by Tenant, and (ii) to any award made
separately to Tenant for moving expenses, attorneys' and appraisers' fees and
other costs, expenses and allowances, herein collectively referred to as
"Tenant's Award",




30,          Default/Remedies/Bankruptcy,




(a) The
following enumerated events shall constitute an event of default (an "Event of
Default") by Tenant: (i) if this Lease is assigned unless in compliance with
Section 22 or the Premises are sublet except as herein provided; or (ii) if
Tenant shall fail (A) to pay, when due, after expiration of any applicable grace
period, any rent or other charge payable hereunder and such failure continues
for five (5) business days after written notice shall have been received by
Tenant provided however that no written notice shall be required for more than
two (2) such failures in any twelve (12) month period; or (B) to correct any
default or to perform any of the other terms, covenants and conditions hereof
for more than thirty (30) days after written notice shall have been given to
Tenant specifying the nature of such default provided that if any such default
cannot be cured or corrected within such thirty (30) days, then such additional
time as may be reasonably necessary if Tenant has commenced within such thirty
(30) days and is diligently pursuing the remedies or steps necessary to cure or
correct such default; or (iii) the filing by, on behalf of, or against Tenant of
any petition or pleading by an appropriate government entity to declare Tenant
insolvent or unable to pay its debts or meet its obligations under the laws of
the United States or any state, or if a receiver of the property of Tenant is
appointed or upon the levy of execution or other taking of property, assets or
the leasehold interest of Tenant by process of law or otherwise in satisfaction
of any judgment, debt, or claim against Tenant and such is not removed, stayed,
bonded off, or dismissed within, sixty (60) days,




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(b)          Upon
the occurrence of an Event of Default, Landlord shall have the following rights
and remedies and, at Landlord's option, may take the following
action:




(i)  Landlord
shall have the immediate right to re-enter the
Premises, upon obtaining a court order authorizing it to do so, and to
dispossess Tenant and all other occupants therefrom and remove and dispose of
all property therein or, at Landlord's election, to store such property in a
public warehouse or elsewhere at the cost and for the account of Tenant, all
without service of any notice of intention to re-enter and with or without
reason to legal process (which Tenant hereby expressly waives) and without
Landlord being deemed guilty of trespass or becoming liable for any loss or
damage which may be occasioned thereby,




Landlord
shall not remove Tenant from the Premises until Tenant has been afforded
opportunity to notify all customers of the branch closing, as required by
applicable law and FDIC (or such other entities with jurisdiction over Tenant)
regulation, Tenant shall have the right to remove all financial and customer
records in whatever form, including all computers, from the
Premises.




(ii)  Landlord
shall have the right to terminate this Lease by giving Tenant a written five (5)
business days' notice of such cancellation provided that Tenant's default is not
cured within five (5) business days of receipt of notice,




(iii)  If by
reason of the occurrence of any such Event of Default, the term of this Lease
shall end before the date therefor originally fixed herein, or Landlord shall
re-enter the Premises, or Tenant shall be ejected, dispossessed or removed
therefrom in any manner, Landlord may relet the Premises either in the name of
Landlord or as agent for Tenant, for a term which, at Landlord's option, may be
less than or exceed the period of the remainder of the term hereof. Landlord
shall receive the rents from such reletting and shall apply the same, first, to
the payment of any indebtedness other than rent due hereunder from Tenant to
Landlord; second, to the payment of such expenses as Landlord may have incurred
in connection with re-entering, reletting, altering, repairing, redecorating or
otherwise preparing the Premises for reletting, including brokerage and
reasonable attorneys' fees; and the residue, if any, to the fulfillment of the
terms, covenants and conditions of Tenant hereunder and Tenant hereby waives all
claims to the surplus, if any. Tenant agrees to be liable for and to pay
Landlord any deficiency between the Fixed Rent, Additional Rent and other
charges reserved herein and the net avails of reletting. Landlord shall mitigate
damages by using reasonable efforts to relet the Premises on reasonable terms,
provided, however, that Landlord shall in no event be liable in any way
whatsoever for its inability to relet the Premises or, in the event of such
reletting, for failure to collect the rents reserved thereunder. Landlord is
hereby authorized and empowered to make such repairs, alterations, decorations,
subdivisions or other preparations for the reletting of the Premises as Landlord
shall deem fit, advisable and necessary, without in any way releasing Tenant
from any liability hereunder, as aforesaid,




(iv)  Subject
to any approved leasehold financing, Landlord shall have a valid and subsisting
lien for the payment of all rents, charges and other sums to be paid by Tenant
and reserved hereunder (including all costs and expenses incurred by Landlord in
recovering possession of the Premises and the reletting thereof as provided
under this Section) upon Tenant's goods, wares, equipment, signs, fixtures,
furniture and other personal property situated in the Premises (except financial
and customer information in whatever form, including computers), and such
property shall not be removed therefrom without the consent of
Landlord




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until the
arrearages in rent as well as any and all other sums of money then due to
Landlord hereunder shall have first been paid and discharged, Upon the
occurrence of an Event of Default by Tenant, Landlord may, in addition to any
other remedies provided herein or by law, enter upon the Premises and take
possession of any and all goods, wares, equipment, signs, fixtures, furniture
and other personal property of Tenant situated in the Premises without liability
for trespass or conversion, and sell the same with or without notice at public
or private sale, with or without having such property at the sale, at which
Landlord or its assigns may purchase, and apply proceeds thereof less any and
all expenses connected with the taking of possession and the sale of the
property, as a credit against any sums due by Tenant to Landlord. Any surplus
shall be paid to Tenant unless such default is continuing and sums due to
Landlord are likely to continue to be incurred, The lien herein granted to
Landlord shall be in addition to any Landlord's lien that may now or at any time
hereafter be provided by law but shall be subject and subordinate to the lien of
any mortgage of Tenant,




(v)  Landlord
may declare the entire balance of the rent for the remainder of the Lease Term
to be due' and payable, for which Tenant will immediately pay Landlord the
difference between the rent and other charges reserved hereunder for a period
which would have constituted the remainder of the Lease Term and the then
present rental value of the Premises for such period, both discounted at the
rate of eight percent (8%) per annum to present worth. In determining the then
present rental value of the Premises, the rent realized by any reletting, if
such reletting is accomplished by Landlord within a reasonable time, shall be
deemed prima facie to be the rental value, Landlord may collect such amount in
any manner not inconsistent with applicable law.




(vi)  No such
re-entry or taking possession of the Premises by Landlord shall be construed as
an election on its part to terminate this Lease unless written notice of such
intention is given to Tenant,




(vii)  The
rights and remedies herein reserved by or granted to Landlord are distinct,
separate and cumulative, and the exercise of any one of them shall not be deemed
to preclude, waive or prejudice Landlord's right to exercise any or all
others,




(viii)  In the
event either party is in default in the performance of any term, covenant,
agreement or condition contained in this Lease, or if Landlord brings suit for
the possession of the Premises, the defaulting party shall reimburse the
non-defaulting party for all costs and expenses, including without limitation,
court costs and reasonable attorneys' fees incurred by it in protecting its
interests.




(ix)  Tenant
agrees that the venue and/or jurisdiction for any legal actions brought by
Landlord pursuant to this Section shall be in the county or city in which the
Center is located,




(c) If
Landlord shall not be permitted to terminate this Lease as hereinabove provided
because of the provisions of Title 11 of the United States Code relating to
Bankruptcy, as amended ("Bankruptcy Code"), then Tenant, as a
debtor-in-possession, or any trustee for Tenant agrees promptly, within no more
than thirty (30) days upon request by Landlord to the Bankruptcy Court, to
assume or reject this Lease and Tenant on behalf of itself, and any trustee
agrees not to seek or request more than one (1) extension or adjournment of any
application to assume or reject this Lease by Landlord with such Court, In such
event, Tenant or any trustee




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for
Tenant may only assume this Lease if (i) it cures or provides adequate assurance
that the trustees will promptly cure any default hereunder; (ii) compensates or
provides adequate assurance that Tenant will promptly compensate Landlord for
any actual pecuniary loss to Landlord resulting from Tenant's defaults; and
(iii) provides adequate assurance of performance during the Lease Term of all of
the terms, covenants, and provisions of this Lease to be performed by Tenant, In
no event after the assumption of this Lease shall any then existing default
remain uncured for a period in excess of sixty (60) days, Adequate assurance of
performance of this Lease, as set forth above, shall include, without
limitation, adequate assurance (i) of the source of rent reserved hereunder; and
(ii) the assumption of this Lease will not breach any provision hereunder, In
the event of a filing of a petition under the Bankruptcy Code, Landlord shall
have no obligation to provide Tenant with any services or utilities as herein
required unless Tenant shall have paid and be current in all payments of Fixed
Rent and Additional Rent, including, without limitation, all Common Area
Charges, utilities costs or other charges therefor. It is understood and agreed
that this is a lease of real property in a Center as such lease is described in
Section 365(b)(3) of the Bankruptcy Code.




(d) A
failure by Landlord to perform or observe any of the obligations on Landlord's
part to be performed or observed pursuant to this Lease, if such failure
continues for thirty (30) days after receipt of written notice thereof is sent
by Tenant to Landlord informing Landlord of such failure, shall constitute a
default under this Lease; provided, however, that if the failure set forth in
Tenant's notice is such that it requires more than thirty (30) days to correct,
Landlord shall not be deemed to be in default hereunder if Landlord commences
curing the failure within thirty (30) days after written notice is sent by
Tenant to Landlord informing Landlord of such failure and thereafter diligently
prosecutes the cure.




31.  Landlord's Access to
Premises,Landlord and its agents shall have the right to place, replace,
maintain and repair all utility equipment of any kind in, upon, above or under
the Premises as may be necessary for the servicing of the Premises and/or other
portions of the Center provided such is not within building confines on the
Premises or will not adversely affect Tenant's business operations on the
Premises.




32.  Subordination/Attornment/Estopoel
Certificates,




(a)
Tenant agrees to give any mortgagee or any holder of a note of which Tenant has
actual knowledge secured by a deed of trust ("Mortgagee")of
the Center, by registered or certified mail, or receipted overnight mail, given
at the same time Tenant gives notice to Landlord, a copy of any notice of
default served upon Landlord by Tenant, provided that prior to such notice
Tenant has been notified in writing of the address of such Mortgagee. Tenant
further agrees that if Landlord shall have failed to cure such default within
thirty (30) days after such notice to Landlord (or if such default cannot be
cured or corrected within that time, then such additional time as may be
reasonably necessary if Landlord has commenced within such thirty (30) days and
is diligently pursuing the remedies or steps necessary to cure or correct such
default), then the Mortgagee shall have an additional thirty (30) days within
which to cure or correct such default (or if such default cannot be cured or
corrected within that time, then such additional time as may be necessary if
such Mortgagee has commenced within such thirty (30) days and is diligently
pursuing the remedies or steps necessary to cure or correct such default,
including, without limitation, commencement of foreclosure proceedings if
necessary to effect such a cure), provided such additional time to cure shall
not exceed 30 days beyond the original 30 day period, Until the time allowed as
aforesaid for the Mortgagee to cure such default has




23
















expired
without cure, Tenant waives any right at law or in equity to terminate this
Lease on account of Landlord's default,




(b)  Landlord
and Tenant agree that this Lease shall be subject and subordinate at all times
to all ground and underlying leases, the lien of any first mortgages or deeds of
trust in any amounts and to any lien resulting from any other method of
financing or refinancing, and all advances thereon, which may now or hereafter
be placed by Landlord against or affect any or all of the land and/or the
Premises and/or any or all of the buildings and improvements now or at any time
hereafter constituting a part of the Center, and to all renewals, modifications,
consolidations, participations, replacements and extensions thereof, provided
that such subordination shall be contingent on Tenant receiving a Subordination
and Non-Disturbance Agreement in the form attached hereto as Exhibit C,which
Agreement Tenant agrees to execute within ten (10) business days after request
therefor by Landlord, Notwithstanding anything herein to the contrary, in the
event any Mortgagee or ground or underlying lessor requests that this Lease be
made superior, rather than subordinate, to the lien of any such mortgage or deed
of trust or to any such ground or underlying lease, Tenant agrees to execute and
deliver, within ten (10) business days following Landlord's written request
therefor and without charge, any and all documents reasonably necessary to
effectuate such priority.




(c)  Tenant
agrees that in the event of a sale, transfer or assignment of Landlord's
interest in the Center or any part thereof, including the Premises, or in the
event any proceedings are brought for the foreclosure or exercise of any power
of sale under any mortgage, deed of trust or other method of financing or
refinancing made by Landlord covering the Center or any part thereof, including
the Premises, or in the event of a cancellation or termination of any ground or
underlying lease covering the Center or any part thereof, including the
Premises, to attorn to and to recognize such transferee, purchaser, ground or
underlying lessor or mortgagee as the lessor under this Lease, provided that
such new landlord assumes all responsibilities and liabilities of Landlord
hereunder. On a voluntary sale or transfer of the Center, Landlord shall provide
Tenant with written notice of such sale or transfer prior to Tenant's attornment
to the new landlord.




(d)  Within
ten (10) business days after request therefor by Landlord or Tenant, the party
of whom requested agrees to execute and deliver a certificate, in a form
reasonably acceptable to the other, addressed to any proposed Mortgagee, any
purchaser of the Premises and/or Landlord or Tenant, certifying to matters
requested, including, without limitation, the following: (i) that Tenant is in
full and complete possession of the Premises, such possession having been
delivered by Landlord or its predecessor and accepted by Tenant; (ii) that any
improvements required to be furnished by Landlord or Tenant as the case may be
by the terms of this Lease have been completed in all respects to the certifying
party's knowledge; (iii) that this Lease is in full force and effect and has not
been amended, modified, supplemented or superseded except as specifically noted;
(iv) that to the certifying party's knowledge, there is no existing default on
the part of either party in the performance of any covenant, agreement or
condition contained in this Lease to be performed by either party; (v) that
Tenant or Landlord, as the case may be, does not have any actual or pending
claim against Landlord or Tenant, as the case may be; (vi) that no rents or
other charges have been prepaid by Tenant; and (vii) that the addressee of said
certificate may rely on the representations therein made; and certifying as to
the dates of commencement and termination of the Lease Term, the date on which
rents commenced to accrue under this Lease, and the date through which rents and
other charges hereunder have been paid,




24











33.  Quiet Enjoyment,Tenant, upon
paying the rents herein reserved and performing and observing all of the other
terms. covenants and conditions of this Lease on the Tenant's part to be
performed and observed hereunder, shall peaceably and quietly have, hold and
enjoy the Premises during the Lease Term, subject, to the terms of this Lease
and to any mortgages, ground or underlying leases, agreements and encumbrances
to which this Lease is or may be subordinated, without hindrance or molestation
by Landlord or anyone claiming by, through or on behalf of Landlord, Landlord
shall not be responsible to Tenant and Tenant shall have no claim against
Landlord should Tenant's use and occupancy of the Premises for the purposes and
during the times set forth herein be prohibited: impaired,
limited or restricted in any way by reason of any law, ordinance or regulation
or any governmental authority or by reason of any act of any legal or
governmental or other public authority. Except in cases of bona fide
emergencies, if Landlord has a right to enter 'Tenant's building, it will do so
only during regular business hours and only after at least one business day
notice in writing to Tenant,




34.  Force Majeure,Either
party shall be excused for any period or periods of delay in the performance of
any of such party's obligations hereunder (other than the payment of rent
hereunder) when delayed, hindered or prevented from so doing by any cause or
causes beyond such party's control, which causes shall include, without
limitation, all labor disputes, riots, civil commotion or insurrection, war or
war-like operations, invasion, rebellion, military or usurped power: sabotage,
acts or threats of terrorism, governmental restrictions, regulations or controls
(including delays attributable to the actions and requirement of federal, state
and local environmental protection agencies respecting water pollution and/or
air pollution, storm drainage, sanitary sewer disposal, energy shortages and/or
like matters), inability to obtain any materials or services, fire or other
casualties, or acts of God. The foregoing are individually and collectively
referred to as a "Force Majeure", Lack of available funds shall not be deemed a
Force Majeure,




35.  Tenant's
Office,if
Tenant is unable to use its building as a financial center for any reason,
including, for example, destruction of all or part of it, Tenant may operate its
financial services business out of a trailer located on the Premises for a
period not to exceed 12 months (subject to Paragraph 34 above) until Tenant is
able to resume the use of the building for its financial services
business,




36.  Surrender of Premises,Upon the expiration or sooner termination of the Lease Term, Tenant
agrees, (without the necessity of notice if upon expiration,but
with notice if upon the sooner termination), to quit and surrender the Premises,
broom clean, in good condition and repair, reasonable wear and tear excepted,
together with all keys and combinations to locks, safes and vaults and all
improvements. alterations, additions, fixtures and equipment at any time made or
installed in, upon or to the interior or exterior of the Premises, except
personal property and all trade fixtures, all of which shall thereupon become
the property of Landlord without any claim by Tenant therefor, but the surrender
of such property to Landlord shall not be deemed to be a payment of rent or in
lieu of any rent reserved hereunder. Before surrendering the Premises, Tenant
shall remove all of 'Tenant's said personal properly and trade fixtures and any
vault installed by Tenant, If the Premises be not surrendered as and when
aforesaid, Tenant shall indemnify Landlord against all loss or liability
resulting from the delay by Tenant in so surrendering the same, including,
without limitation: any claims
made by any succeeding occupant founded on such delay. Tenant's obligations
under this Section shall survive the expiration or sooner termination of the
Lease Term.




25
















37.  Holding Over,In the
event Tenant remains in possession of the Premises after the expiration of the
Lease Term (or any renewal thereof) without the execution of a new lease or
other written agreement, such holding over shall, in the absence of a written
agreement to the contrary, be deemed to have created and be construed to be a
tenancy from month-to-month terminable on thirty (30) days' written notice by
either party to the other, at a monthly rental equal to 150% of the sum of (i)
the monthly installment of Fixed Rent payable during the last month of the lease
Term; (ii) one-twelfth (1/12th) of the Tax Charge payable for the last Lease
Year of the Lease Term; and (iii) the Common Area Charge payable for such month,
subject to all the other conditions, provisions and obligations of this Lease
insofar as the same are applicable to a month-to-month tenancy, In addition,
Tenant further agrees that if it fails to so surrender the Premises Tenant (i)
will be liable to Landlord for any and all damages which Landlord shall suffer
by reason thereof including consequential damages, and (ii) will indemnify
Landlord against all claims and demands made by any succeeding tenants against
Landlord, founded upon delay by Landlord in delivering possession of the
Premises to such succeeding tenant,




38.  Relationship of Parties.Nothing contained in this Lease shall be deemed to constitute or be
construed to create the relationship of principal and agent, partnership, joint
ventures or any other relationship between the parties hereto, other than the
relationship of landlord and tenant.




39.  No Waiver.The
failure of Landlord to insist upon the strict performance of any provisions of
this Lease, or the failure of Landlord to exercise any right, option or remedy
hereby reserved shall not be construed as a waiver for the future of any such
provision, right, option or remedy or as a waiver of a subsequent breach
thereof. No provision of this Lease shall be deemed to have been waived unless
such waiver shall be in writing signed by Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the rents and/or other charges
hereby reserved shall be deemed to be other than on account of the earliest
rents and/or charges then unpaid, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment by Tenant be deemed an
accord and satisfaction and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rents and/or other
charges due or Landlord may pursue any other remedy in this Lease provided, and
no waiver by Landlord in favor of any other lessee or occupant of the Center
shall constitute a waiver in favor of Tenant.




40.  Notices,Every
notice, demand, request or other communication which may be or is required to be
given under this Lease or by law shall be sent by Federal Express or other
overnight or express mail delivery service and shall be addressed: (i) if to
Landlord, to Landlord's Mailing Address; and (ii) if to the Tenant, to Tenant's
Mailing Address, each with copies delivered in the same form as applicable, as
stated above. Either party may designate, by written notice to the other party,
any other address for such purposes, Notice shall be deemed provided on the date
received or upon the date delivery is refused,




41.  Partial Invalidity,If any provision of this Lease or the application thereof to any person
or circumstance shall to any extent be held invalid, then the remainder of this
Lease or the application of such provision to persons or circumstances other
than those as to which it is held invalid shall not be affected thereby, and
each provision of this Lease shall be valid and enforced to the fullest extent
permitted by law,




26
















42.  Broker,Tenant
covenants, warrants and represents to Landlord that other than MacKenzie
Commercial Real Estate Services, LLC (the "Broker"), there was no broker
involved in consummating this Lease and that no conversations or prior
negotiations were had by Landlord or Tenant, as the case may be, with any other
broker concerning the renting of the Premises, Landlord covenants and agrees to
pay any and all fees, expenses and commissions due to Broker in accordance with
separate agreements between Landlord and Broker. Landlord and Tenant agree to
indemnify and hold the other harmless against and from all liabilities,
including attorneys' fees, arising from any claims for brokerage commissions or
finders fees resulting from any conversations or negotiations had by Landlord or
Tenant, as applicable, with any other broker or any other person,




43.  Management Agents.Tenant acknowledges that Landlord may manage the Center through agents
and agrees that Landlord's agents shall be entitled to the same rights of access
to the Premises as Landlord and shall benefit from all covenants of Tenant with
regard to indemnification, insurance and limitations of liability under the
terms and conditions of this Lease to the same extent as Landlord,




44.  Provisions Binding.Except as otherwise expressly provided in this Lease, all covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the benefit of the parties hereto and to Landlord's heirs, legal
representatives, successors and assigns and shall be binding upon Tenant's heirs
and legal representatives, and inure to those successors and assigns of Tenant
as may be permitted hereunder. Each provision of this Lease to be performed by
Tenant and Landlord shall be construed to be both a covenant and a condition,
and if there shall be more than one Tenant, they shall all be bound jointly and
severally by the provisions of this Lease,




45.  Entire Agreement,This Lease, including the Exhibits, Riders and/or Addenda, if any,
attached hereto, sets forth the entire agreement between the parties and shall
not be modified except by an instrument in writing executed by Landlord and
Tenant, The submission of this document for examination does not constitute an
offer to lease or a reservation of an option for the Premises, and becomes
effective only upon execution and delivery thereof by Landlord and
Tenant,




46.  Survival of Obligations,The provisions of this Lease with respect to any obligation of Tenant to
pay any sum owing in order to perform any act after the expiration or other
termination of this Lease shall survive the expiration or other termination of
this Lease.




47.  Jury Trial,TENANT
AND LANDLORD BOTH WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING IN ANY
ACTION OR PROCEEDING BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS, UNDER OR
CONNECTED WITH THIS LEASE, OR ANY OF ITS PROVISIONS,




48.  Representations.Tenant acknowledges that neither Landlord nor Landlord's agents,
employees or contractors have made any representations or promises with respect
to the Premises, the Center or this Lease except as expressly set forth
herein,




49.  Landlord
Default/Remedies,


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(a) The
failure of Landlord to comply with any term or provision of this Lease shall be
an event of default hereunder, provided, however, that Tenant shall not have the
right to pursue any remedies hereunder until the expiration , without cure, of
30 days after written notice to Landlord specifying the
event of default,




Upon an
event of default, after the expiration without cure of the 30 day notice and
cure period. Tenant may pursue all available legal and equitable remedies
available to it, including, for example, seeking monetary damages, and/or curing
the default at Landlord's expense, Tenant may terminate the Lease or withhold
all or part of the rent after obtaining a court order to that
effect.




50.  Governing Law.This
Lease shall be governed by the laws of the State of Maryland,




51.  Notice,Any notice,
demand, request, or other communication which Landlord or Tenant shall be
required to give hereunder shall be in writing, shall be effective and deemed to
be received the following business day when sent by overnight mail or the third
business day after deposit in first class, certified United States mail, postage
prepaid, return receipt requested, and shall be addressed to the addressee (with
copies as therein set forth) in Paragraph 1 of this Lease or such other
addresses as the parties shall provide each other in writing,




52.  Time is
of the Essence. Time
is of the essence for all obligations under this Lease,




53.  Waiver of Liability.Anything contained in this Lease to the contrary notwithstanding, Tenant
agrees that
Tenant shall look solely to the estate and property of the Landlord, its
successors and assigns, in the land and buildings comprising the Center for the
collection of any judgment (or
other judicial process) requiring the payment of money by Landlord in the event
of any default or breach by Landlord with respect to any of the terms and
provisions of this Lease to be observed and/or performed by Landlord, subject,
however, to the prior rights of any ground or underlying lessors or any
Mortgagee, and no other assets of Landlord shall be subject to levy, execution
or other judicial process for the satisfaction of Tenant's claim, In the event
Landlord, after completion of Landlord's Work, conveys or transfers its interest
in the Center or in this Lease or makes a lease of the entire Center, except as
collateral security for a loan, upon such conveyance, transfer or lease,
Landlord (and in the case of any subsequent conveyances, transfers or leases the
then grantor, lessor or transferor) shall be entirely released and relieved from
all liability with respect to the performance of any covenants and obligations
on the part of Landlord to be performed hereunder from and after the date of
such conveyance, transfer or lease; it being intended hereby that the covenants
and obligations on the part of Landlord to be performed hereunder, subject as
aforesaid, shall be binding on Landlord, its successors and assigns only during
and in respect of their respective periods of ownership of an interest in the
Center or in this Lease,




54.  Party Entities,If
either party is a corporation, limited liability company or other statutory
entity, the persons executing this Lease on behalf of such party hereby
covenant, represent and warrant that such party is a duly incorporated, or
organized entity (or a duly qualified foreign entity) and is authorized to do
business in the state in which the Center is located; and that the person or
persons executing this Lease on behalf of such party is an officer. member or
other duly authorized person, authorized to sign and execute this Lease on
behalf of said party, Upon request of either party to the other party, the other
party shall deliver to such party




28













documentation
satisfactory to the requesting party evidencing the other party's compliance
with the provisions of this Section,




55.  Independent Obligations.Tenant shall not for any reason withhold or reduce Tenant's required
payments of Fixed Rent or Additional Rent provided in this Lease, it being
agreed that the obligations of Landlord hereunder are independent of Tenant's
obligations except as may be otherwise expressly provided.




56.  Cooperation,Landlord
and Tenant shall fully cooperate with each other throughout the Term of this
Lease to secure and maintain proper zoning, building and other permits and
compliance with all applicable laws, and Landlord and Tenant shall execute all
such petitions, requests and the like as shall be reasonably necessary for such
purposes.




(SIGNATURES
COMMENCE ON NEXT PAGE.]






29
















Lease,




IN
WITNESS WHEREOF, the panics hereto have respectively signed and sealed
this




LANDLORD:




TARRAGON,
INC.




By: /s/ Gregory Scott
Kamenetz


Gregory
Scott Kamenetz




President




CARROLLTON
BANK




By: /s/ Robert A.
Altieri


Robert A.
Altieri


President
and Chief Executive Officer






30





EXHIBIT A-33










CENTER
SITE PLAN





EXHIBIT
A-34










PREMISES
SITE PLAN









EXHIBIT
A-36










LEGAL
DESCRIPTION OF THE PREMISES





EXHIBIT
A-36





EXHIBIT
B




CONSTRUCTION AND DESIGN
REQUIREMENTS




General
Conditions


a.
            All
      Tenant Improvements are subject to the Landlord's approval. Tenant should
      discuss specific thoughts about their design concept and raise any
      questions about the document with the Landlord's representative before
      beginning preliminary design work.




b.
            Each
      Tenant is required to retain an architect registered in the State of
      Maryland to prepare construction documents, The Tenant shall notify the
      Landlord's representative of the name, address, and telephone number of
      the architect or designer who will be preparing
  plans.




c.
            It
      is imperative that all the requirements outlined in the Landlord's design
      and construction criteria be strictly adhered to by the Tenant, Failure to
      do so will only result in unnecessary and costly delays in the approval of
      drawings.




d.
            The
      Landlord's approval of design submittals does not constitute an
      investigation and/or verification of conditions existing for the proposed
      installations and/or construction, It is the responsibility of the Tenant
      to verify, field inspect, and to plan the work accordingly to ensure that
      nothing restricts or prohibits proposed materials or
      installation.




e.
            At
      any time the exterior of the Tenant's building is to be altered, the
      proposed design must be submitted to Landlord's representative for
      approval,




f.
            Each
      tenant is required to retain a civil engineer registered in the state of
      Maryland to prepare civil drawings and to coordinate and obtain any
      necessary Public Works Agreement(s) (PWA) or Modified Public Works
      Agreement(s) (MPWA) as required by the state of Maryland or the local
      governing authorities, The Tenant's civil drawings shall be coordinated
      with the existing conditions. All work to be done per the tenant civil
      drawings shall be at Tenant's
expense,




g.
            Any
      damage beyond the Leased Premises to the existing site, as a result of
      Tenant's work, shall be returned to "pre-exiting" condition at Tenant's
      expense. If Tenant does not make the necessary repairs within a reasonable
      amount of time or if the repairs are not accepted by Landlord, Landlord
      shall make such repairs at Tenant's
expense,




h.
            Tenant
      shall coordinate all utility connections with respective utility
      companies,




i.
            Tenant
      shall pay any and all costs in connection with Tenant's construction,
      including any and all sewer and water capacity fees relating solely to the
      connection of the Leased Premises to the public water and sewer
      lines.
















1.         TENANT'S
PLANS




For each
submittal phase the Tenant shall provide one (1) set of blueprints and one (1)
set of reproducible sepia prints, All drawings and specifications must be
clearly identified with project name, Tenant store name, and Tenant store
address and revision date.




Prior to
starting construction, the Tenant shall provide completed working drawings and
specifications, in a site plan, preliminary and then final submission for the
construction of the leased premises in order to receive Landlord's written
approval,











EXHIBIT
B-1




DESCRIPTION OF LANDLORD'S
AND TENANT'S WORK




Landlord's Work:With respect to the Premises, Landlord will deliver the Premises to
      Tenant in a graded and compacted condition to accommodate Tenant's
      improvements. The Premises shall be certified by a licensed engineer to be
      within 5% of ASTM Standards with reference to soil conditions and
      compaction. All appropriately sized public utilities, inclusive of public
      sanitary sewer, water, and electric, shall be stubbed to within 5' of
      Tenant's building as located within the Leased Premises. All offsite work
      shall be at the sole expense of
Landlord,




Tenant's
Work:




A.
            Prior
      to submittal to governmental authorities, Tenant shall obtain approval of
      all site and building designs from Landlord. In no event shall any
      improvement on the Premises exceed governmental height restrictions,
      Tenant shall obtain all permits necessary for the construction and
      operation of its bank on the Premises, including, without limitation, any
      site plan approvals, grading permits and building permits, Tenant shall
      perform all work other than Landlord's Work necessary to complete the
      construction of the contemplated Improvements on the Premises including
      without limitation the construction of Tenant's building; foundations;
      including curb and gutter, dumpster pad, and screening; sidewalks
      (including brick pavers on concrete sub-slabs); irrigation and
      landscaping; signage; lighting and all other on-site improvements within
      the Premises and bringing to Tenant's building all utility lines from the
      points to where Landlord has brought same, payment of all connection fees,
      fixture charges, utility availability fees, meter fees, water and sewer
      capacity fees, taxes and permit fees payable with respect thereto,
      Building materials, design and signage shall meet the required prior
      approvals of the County and the Landlord, Tenant shall install siltation
      controls as required by applicable governmental authorities prior to
      commencement of and during construction, Tenant shall install a water
      submeter within the Building that shall have an easily accessible remote
      readout, Tenant shall conduct its construction activities so as to keep
      roads and thoroughfares clean and free of debris otherwise Landlord, after
      notice to Tenant, may clean such roads and thoroughfares for Tenant's
      account,




B.
            Tenant
      shall not permit its contractor(s) to commence any work until all required
      insurance has been obtained and certificates of insurance have been
      delivered to the Landlord, Tenant shall secure, pay for and maintain, or
      cause its contractors to secure, pay for and maintain, during the
      continuance of construction and fixturing work within the Premises, the
      following insurance and in the minimum amounts as set forth
      below:




(i)  Worker's
Compensation in statutory limits, including employers liability for Five Hundred
Thousand Dollar ($500,000.00) limit and Broad Form All States
Endorsement;




(ii)  Comprehensive
General Liability of One Million Dollars ($1,000,000,00) per occurrence and Two
Million Dollars ($2,000,000) in the aggregate, to include a "Broad Form
Comprehensive General Liability" endorsement, including such items as Personal
Injury Liability (with employer exclusion deleted), Independent Contractors,
Blanket Contractual Liability, Broad Form Property Damage Liability, employers
as additional insured and Products/Completed Operations, Products/Completed
Operations Insurance Coverage shall be maintained for a period of at least two
(2) years following completion
















of the
Work; (iii) Comprehensive Business Automobile Liability insurance, indicating
coverage for "any auto" for a One Million Dollar ($1,000,000,00) per occurrence,
with the contractual liability exclusion deleted; and (iv) Umbrella Liability
Policy on a Following Form Basis or broader for at least a limit of liability of
One Million Dollars ($1.000,000.00) per occurrence and Two Million Dollars
($2,000,000) in the aggregate, or greater. Certificates of insurance acceptable
to Landlord shall be filed with Landlord prior to commencement of the Tenant's
Work, Tenant's contractor(s) shall not cause any policy of insurance to be
canceled nor permit any insurance coverage to lapse, All insurance policies
shall be endorsed to include a clause to the effect that the policy shall not be
canceled or reduced, restricted or limited until thirty (30) days after the
Landlord and any mortgagees have received written notice. All liability
insurance policies obtained in the name of the contractor shall name Landlord
and any mortgagees as additional named insureds and shall contain a
cross-liability clause,




C,
      Tenant's contractor(s) shall obtain and maintain in effect until final
      completion, Completed Value Builder's Risk Insurance (for broad "All Risk"
      perils) in form and content acceptable to Landlord covering all Tenant's
      Work in an amount equal to one hundred percent (100%) of the full
      replacement cost thereof, including all materials, temporary offices,
      protective fences, bridges or temporary structures, miscellaneous
      materials and supplies incident to Tenant's Work, while on or within one
      hundred (100) feet of the site. The policy shall cover materials,
      supplies, etc. for which the named insured is liable without any special
      sub-limit. Such insurance shall contain endorsements covering contingent
      liability from operation of building laws, increased cost of construction
      and differences in conditions. Such policy shall be for the mutual benefit
      of, and name as additional named insureds thereunder, Landlord and any
      mortgagees, Such policy shall be written as primary and non-contributing
      with respect to any overlapping policies carried by Landlord and shall
      include a waiver by the insurer of any right of subrogation against
      Landlord and its respective partners, officers, employees, successors and
      assigns and against Landlord's
contractors.