ex10-15.htm


    EXHIBIT
      10.15

    


    


    LEASE
      AGREEMENT

    


    


     

    COLUMBIA
      100/ CORPORATE CENTER

    LEASE
      AGREEMENT
(Office)

    


    


    THIS
      LEASE AGREEMENT (hereinafter called the "Lease"), made this 3rd day of
      October, 2007, by and between COLUMBIA 100, LLC
      (hereinafter called "Landlord"), and Bay National
      Bank,  (hereinafter called "Tenant").

     

    


    WITNESSETH:  That
      in consideration of the rents, covenants and agreements contained herein,
      Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the
      Premises containing approximately 3,211 square feet which Premises are outlined
      on Exhibit "A", attached hereto and made a part hereof, (hereinafter called
      the
      "Premises"), for the term, upon the rentals, and subject to the terms and
      conditions hereinafter set forth.  The Premises are located within the
      Building (the “Building”) known as 8820 Columbia 100 Parkway, Columbia, MD
      21045.

     

    SECTION
      1.  DEFINED TERMS

    


    As
      used
      herein the following capitalized terms have the meaning indicated:

     

    
      	
              A.

            	
              BUILDING:

            	 	
              Columbia
                100 Corporate Center

              8820
                Columbia 100 Parkway

              Columbia,
                MD 21045

            
	 	 	 	 
	
              B.

            	
              PARTIES:

            	
              a:
                LANDLORD

                  ADDRESS:

            	
               

              COLUMBIA
                100, LLC

              8820
                Columbia 100 Parkway, Suite 400

              Columbia,
                Maryland 21045

              (410)
                884-1960

            
	 	 	
              b:
                TENANT

                  ADDRESS:

            	
              Bay
                National Bank

              8820
                Columbia 100 Parkway, Suite 301

              Columbia,
                MD 21045

               

            
	 	 	 
	
              C.

            	
              TENANT’S
                FLOOR AREA (Square Feet):

            	
              3,211
                of leasable floor area.  Tenant's Floor Area has been calculated
                by multiplying the usable square footage of the Premises by 113%
                (the
                "Common Area Factor")

               

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	 	 
	
              D.

            	
              TERM:

            	 	
               5
                Years

            
	 	 	 	 
	
              E.

            	
              RENEWALS:

            	 	
               Two
                (2) Options for Five (5) Years

            
	 	 	 
	
              F:

            	
              PERMITTED
                USE:

            	
              General
                Office

            
	 	 	 
	
              G:

            	
              ANNUAL
                BASIC RENT:

            	
              $25.35
                Per Square Foot of the Premises, Per Annum

            
	 	 	 	 
	
              H:

            	
              ESCALATION:

            	 	
              3%
                Annually Over Previous Year’s Rent

            
	 	 	 	 
	
              I:

            	
              SECURITY
                DEPOSIT:

            	 	
              $6,783.24
                (One Month’s Basic Rent)

            
	 	 	 	 
	
              J:

            	
              TRADE
                NAME:

            	 	
              Bay
                National Bank

            
	 	 	 	 
	
              K:

            	
              PRE-PAID
                RENT:

            	 	
              $6,783.24

            
	 	 	 	 
	
              L:

            	
              BROKER:

            	 	
              MacKenzie
                Commercial Real Estate Services

            
	 	 	 	 


    

    


    
      	
               

            	
              LIST
                OF EXHIBITS

            


    

     

    
      A.           Lease
        Outline Drawing

      B.           Landlord’s
        Workletter

      C.           Commencement
        Date Agreement

      D.           Rules
        and Regulations

      E.           Hazardous
        Substances

    

    
 

    SECTION
      2.   PREMISES SPECIFICATIONS; LANDLORD’S
      WORK

     

    (a)           Landlord
      shall deliver the Premises to Tenant with the work described on the attached
      Exhibit B (hereinafter, “Landlord’s Work”) substantially complete, meaning
      subject to punchlist items only.  Landlord shall diligently attempt to
      complete Landlord’s Work within 120 days of Landlord’s execution of the Lease.
      Landlord shall complete punchlist items within thirty (30) days of the
      Commencement Date.

     

    (b)           Landlord
      may in its discretion, allow Tenant reasonable access to the Premises (normal
      business hours only) prior to the Commencement Date to allow Tenant to ready
      the
      Premises for its occupancy, provided that such entry shall be at the sole risk
      of Tenant and such access shall not interfere in any manner with Landlord’s
      Work. Tenant shall be liable to Landlord for Tenant's negligence or that of
      its
      agents and all work performed by Tenant or its agents shall be prior approved
      by
      and coordinated with Landlord and shall be performed in accordance with any
      required permits, applicable building codes/regulations (local, state, federal)
      and applicable law. 

     

     

    
      
        
        

      

      
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    (c)           Except
      for latent defects which would not reasonably have been revealed by an
      inspection of the Premises made for the purpose of discovering the same when
      the
      Landlord delivers possession of the Premises to Tenant, by its assumption of
      possession of the Premises the Tenant shall for all purposes hereof (but
      expressly subject to Landlord’s obligation to complete punchlist items) be
      deemed to have accepted the same and to acknowledge it to be in the condition
      provided for hereunder.

     

    (d)           Any
      work or improvements to be made in the Premises in addition to Landlord's Work
      shall be done at Tenant's sole cost and shall be subject to the provisions
      of
      Section 12(b) below.

     

    SECTION
      3.   TERM

     

    (a)  The
      term of this Lease (the “Term”) shall commence on the fifth (5th) day following
      the day on which Landlord's Work shall have been substantially completed, or
      the
      commencement of the Tenant's business at said Premises, whichever is the first
      to occur (the “Commencement Date”) and shall continue for the period of time
      specified in Section 1.D., plus the part of the month, if any, from the date
      of
      the commencement of the term to the first day of the first full calendar month
      of the term (the “Term”).  Each of the parties hereto agrees, upon the
      request of either made on or after the commencement of the Term, to promptly
      execute, acknowledge and deliver an instrument in the form attached hereto
      as
“Exhibit C” setting forth the dates of commencement and the end of the
      Term.

     

    SECTION
      4.   USE OF PREMISES

     

    Tenant
      shall, continuously during the Term, occupy and use the Premises for office
      purposes, and for no other purpose. No retail sales or unlicensed personal
      services are permitted. Personal services are hereinafter defined as services
      involving personal touching of the human body, unless personally conducted
      by a
      licensed medical doctor.

     

    SECTION
      5.   RENT

    


    (a)  Tenant
      covenants and agrees to pay to Landlord, as basic rental for the Premises,
      the
      Annual Basic Rent set forth in Section 1.G.  The Annual Basic Rent
      shall be payable in advance on the first day of each calendar month during
      the
      Term without notice and without any set-off or deduction whatsoever. The Annual
      Basic Rent shall increase at the rate of 3% annually over the previous year’s
      rent.  If the Term shall commence on a date other than the first day
      of a month, the Annual Basic Rent for the period from the date of commencement
      of the term to the first day of the first full calendar month of the term shall
      be prorated and shall be payable on the first day of the
      Term.  Landlord hereby acknowledges receipt from Tenant of the Prepaid
      Rent representing payment of the Annual Basis Rent for the first month of the
      Term.  If Tenant shall default in any of its obligations to be
      performed prior to the Commencement Date, Landlord may retain the Prepaid Rent
      and apply it to any damages incurred by Landlord.

    


    (b)  The
      first “rental year” of this Lease shall commence on the Commencement Date and
      shall end at the close of the twelfth full calendar month of the Term;
      thereafter, each rental year shall consists of periods of twelve full calendar
      months commencing with each anniversary of the first full calendar month of
      the
      Term or, at the end of the Term, the portion of such twelve full calendar months
      included in the Term.

     

     

    
      
        
        

      

      
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    (c)  Any
      and all other sums that may become payable by Tenant under this Lease including
      Tenant’s Share of Operating Costs, Tenant’s Share of Insurance and Tenant’s
      Share of Taxes shall be considered additional rent due hereunder (the
“Additional Rent”) (the Annual Basic Rent and the Additional Rent are herein
      collectively referred to as the “Rent”).

    


    (d)  Landlord
      shall be entitled to receive, and Tenant shall be obligated to pay, as
      additional rent hereunder upon demand, interest at the rate of eighteen percent
      (18%) per annum or the highest legal rate, whichever shall be less, upon any
      Annual Basic Rent or any Additional Rent which is not paid within five (5)
      business days of the date such Rent is due, such interest to begin to accrue
      on
      the date such Rent is due and to continue until the full amount of the Rent
      is
      paid.

    


    SECTION
      6. QUIET ENJOYMENT

    


    (a)  Landlord
      hereby covenants and agrees that so long as Tenant complies with all the terms,
      covenants and provisions of this Lease, Tenant shall have the peaceful and
      quiet
      use of the Premises without let or hindrance on the part of Landlord and
      Landlord shall warrant and defend Tenant in such peaceful and quiet use and
      possession against the claims of all persons claiming by, through or under
      Landlord.

    


    SECTION
      7. SUBORDINATION, ESTOPPEL

    


    (a)
      Tenant's rights under this Lease are, however, and shall always be subordinate
      to the operation and effect of any ground lease or mortgage,  deed
      of  trust  or similar security instrument thereinafter
      collectively called "Security Instrument" now or hereafter placed upon the
      land
      or buildings of which the Premises are a part,  or any part
      thereof,  by Landlord or any renewal, modification, consolidation,
      replacement or extension of any such Security Instrument, unless such secured
      party elects to have Tenant's interest hereunder superior to the lien of such
      Security Instrument; this clause shall be self-operative and no
      further  instrument  of  subordination  shall  be  required.    In
      confirmation of such subordination, Tenant shall execute promptly any
      certificate that Landlord may request.    Tenant hereby
      institutes and appoints Landlord as Tenant's attorney-in-fact to execute any
      such certificate or certificates for and on behalf of Tenant.

    


    (b)
      Tenant agrees, at any time, and from time to time, upon not less than ten (10)
      business days prior written request by Landlord, to execute, acknowledge and
      deliver to Landlord a statement in writing certifying (i) the commencement
      and
      termination dates of the term of this Lease, (ii) that this Lease is unmodified
      and in full force and effect (or, if there have been modifications, that this
      Lease is in full force and effect as modified and stating the modifications),
      (iii) that Landlord has performed all of its obligations under the Lease and
      is
      not in breach of its obligations under the Lease, and (vi) the dates to which
      rent and other charges have been paid, it being intended that any such statement
      delivered pursuant to this provision may be relied upon by any prospective
      lender or purchaser of Landlord’s interest or holder of a Security Instrument or
      assignee of any Security Interest upon Landlord's estate in the Premises. Tenant
      requests a non-disturbance agreement from the Landlord.

     

     

    
      
        
        

      

      
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    SECTION
      8.   COMMON AREAS

    


    (a)  Landlord
      hereby grants to Tenant and Tenant’s employees, agents and invitees the
      nonexclusive right to use the interior and exterior common areas of the
      Building, including without limitation, halls, elevators, lobbies, entryways,
      restrooms, sidewalks, driveways, loading areas, parking areas and such other
      facilities as Landlord may, from time to time, make available for the common
      use
      of occupants of the Building (collectively the “Common
      Areas”).  Landlord shall have full and exclusive control, management
      and direction of the Common Areas.  Landlord shall further have the
      right to police the same and from time to time to change the location, layout
      and arrangement thereof; to restrict parking by tenants, their agents and
      employees; to designate employee parking areas; to construct surface,
      subterranean or elevated parking areas and facilities; to close temporarily
      all
      or any portion of the parking areas or facilities; to discourage non-customer
      parking; and to do and perform such other acts in and such areas
      as,  in the use of good business judgment, Landlord shall determine to
      be advisable in order to improve or make more convenient the use thereof by
      tenants, their agents, employees and invitees.  It is furthermore
      understood and agreed that Landlord may from time to time reduce any parking
      areas, driveways and footways or any other exterior Common Areas by erecting
      thereon buildings or other structures or improvements of any kind, including,
      but not limited to extensions to the Building.

     

    (b)  Tenant
      agrees to require its officers, employees and agents to park their automobiles
      only in such areas within the Building parking lot which is designated by
      Landlord for non-exclusive Tenant parking.  In the event Tenant or
      Tenant's officers, employees or agents park in an area other than such
      designated employee parking area, Landlord shall have the right to tow away
      such
      automobile and to charge Tenant with the towing, storage and all other costs
      incurred, payable within five (5) days after submission of a written statement
      by Landlord to Tenant setting forth such costs.

     

    (c)  Landlord
      covenants and agrees that it provide reasonable illumination for the exterior
      Common Areas, and that it will keep the Common Areas in reasonable condition
      and
      repair.

     

    (d)  Notwithstanding
      anything contained herein Landlord shall have no obligation to provide any
      security personnel or system to control the use of the Common Areas or the
      Premises and Tenant shall use same at Tenant’s sole risk.

     

    SECTION
      9.   ASSIGNMENT AND SUBLETTING

    


    (a)  Tenant
      covenants and agrees not to assign this Lease in whole or in part, nor to
      sublease all or any part of the Premises nor permit other persons to occupy
      the
      Premises or any part thereof, nor to grant any license or concession for all
      or
      any part of the Premises, without the prior written consent of Landlord, such
      consent not unreasonably to be withheld or delayed provided the proposed
      assignee or sublessee has the financial resources to perform its obligations
      under this Lease, but which consent may be conditioned upon the agreement of
      the
      assignee not to violate any restriction which binds Landlord under any other
      lease for space within the Building. Any consent by Landlord to an assignment
      or
      subletting of this Lease shall not constitute a waiver of the necessity of
      such
      consent as to any subsequent assignment or subletting.  An assignment
      for the benefit of Tenant's creditors or otherwise by operation of law shall
      not
      be effective to transfer or assign Tenant's interest under this Lease unless
      Landlord shall have first consented thereto in writing.

     

     

    
      
        
        

      

      
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    (b)  In
      the event Tenant desires to assign this Lease or to sublease all or any
      substantial portion of the Premises, Landlord shall have the right and option
      to
      terminate this Lease, which right or option shall be exercisable by written
      notice from Landlord to Tenant within thirty (30) days from the date Tenant
      gives Landlord written notice of its desire to assign or sublease.
      Notwithstanding the foregoing, Landlord shall not have the right to terminate
      this Lease in the event that Tenant wishes to assign this Lease in connection
      with a sale of all or substantially all of the assets of Tenant, provided that
      the proposed assigned agrees (i) that it will continue to operate the business
      conducted by Tenant in the Premises in substantially the same manner as that
      conducted by Tenant and (ii) that it will be bound by and comply with all of
      the
      provisions of this Lease; and further provided that the net assets of the
      assignee shall be equal to or greater than the net assets of the Tenant at
      the
      time of assignment.  In the event of any assignment or sublease
      hereunder Tenant shall not be released of its obligations under the
      Lease.

     

    SECTION
      10.   REPAIRS

     

    (a)  Landlord,
      at Landlord’s
      cost covenants and agrees to keep and maintain the roof and other exterior
      portions of the Building and Premises and the building systems which service
      the
      Premises in repair, provided that Tenant shall give Landlord notice of the
      necessity for such repairs, and provided that the damage thereto shall not
      have
      been caused by Tenant, its agents, employees, invitees or customers, in which
      event all repairs shall be at Tenant’s cost. Except as expressly set forth in
      this subparagraph, Landlord shall be under no liability for repair or
      maintenance of the Premises, or any part thereof.  

    


    (b)  Tenant
      covenants and agrees to keep the Premises, together with any equipment installed
      by Tenant in the Premises and equipment used by, or in connection with, the
      Premises, in good order and repair and to surrender the Premises at the
      expiration of the term broom clean and in as good condition as when received,
      ordinary wear and tear and damage by casualty or the elements
      excepted.

    


    SECTION
      11.   ELEVATORS, HEAT, ELECTRIC, CLEANING

    


    As
      long
      as Tenant is not in default under any of the covenants of this Lease, Landlord
      shall, if and insofar as facilities permit: (a) furnish heat or air conditioning
      to the Premises, when and as required on business days from 8:00 A.M. to 6:30
      P.M. Monday through Friday and from 8:00 A.M. to 1:00 P.M. Saturdays (herein
      called "normal business hours"); b) electricity for normal office use, and
      (c)
      at Landlord's expense, provide evening janitorial and waste removal services
      to
      the Premises, provided the same are kept in order by
      Tenant.  Notwithstanding the foregoing, if at any time during the Term
      and any extension or renewal thereof, Landlord shall, after reasonable
      investigation, determine that the electrical use of Tenant, trash and similar
      waste generated by Tenant and/or emanating from the Premises is in excess of
      that of other standard office tenants within the Building leasing a premises
      of
      the same or similar size to that of the Premises, Landlord shall bill Tenant
      and
      Tenant shall pay to Landlord as additional Rent hereunder within thirty (30)
      days of the date of Landlord's invoice for the same, those costs and expenses
      of
      electricity, trash and similar waste generated by Tenant and/or emanating from
      the Premises.  Landlord shall have no responsibility to provide any
      services under (a) above except during normal business hours unless arrangements
      for after-hours services have been made pursuant to terms and conditions
      acceptable to Landlord and embodied in a separate written agreement between
      Landlord and Tenant.  Landlord reserves the right to stop service of
      the heating, air conditioning, elevator (if any), plumbing and electric systems,
      when necessary, by reason of accident, or emergency, or for repairs,
      alterations, replacements, or improvements, which in the judgment of Landlord
      are desirable or necessary to be made, until said repairs, alterations,
      replacements, or improvements shall have been completed; additionally Landlord
      may terminate such services/utilities upon Tenant’s non-payment of
      rent.  Landlord shall have no responsibility or liability for failure
      to supply heat, air conditioning, elevator (if any), plumbing, cleaning, and
      electric service, during said period or when prevented from so doing by laws,
      orders, or regulations of any Federal, State, County or Municipal authority
      or
      by strikes, accidents or by any other cause whatsoever beyond Landlord's
      control.  Landlord's obligations to supply heat and air conditioning
      are subject to applicable laws and regulations as to energy conservation and
      other such restrictions.  In the event that Tenant should require
      supplemental heat or air conditioning service for the Premises, any
      maintenance/utility cost required for such supplemental service shall be
      performed by Landlord but the cost of such maintenance shall be paid by Tenant
      as additional rent.

     

     

    
      
        
        

      

      
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    SECTION
      12. TENANT'S OPERATIONS; RULES AND REGULATIONS

    


    (a)  Tenant
      covenants and agrees that it will use, maintain and occupy the Premises, in
      a
      careful, safe and proper manner consistent with the operation of a first class
      office building.  Tenant shall comply, and shall cause its agents,
      employees, invitees and customers to comply in all respects with the Rules
      and
      Regulations attached as Exhibit D, which Rules and Regulations are expressly
      incorporated into this Lease.

    


    (b)  Tenant
      covenants and agrees not to make any alterations, additions or improvements
      to
      the Premises except in accordance with plans and specifications prepared by
      Tenant and approved in writing by Landlord before any such Alterations are
      made
      (“Alterations”).  Tenant agrees that any Alterations made by it shall
      remain upon the Premises in the absence of any agreement to the
      contrary;  provided,  however, that Landlord shall have the
      right, by notice given to Tenant at the time it approves such Alterations,
      to
      require the restoration of the Premises to their original condition, in which
      event Tenant agrees to comply with such requirement prior to the expiration
      or
      other termination of this Lease.  Tenant further agrees that it will
      not cut or drill into or secure any fixtures, apparatus or equipment of any
      kind
      in or to any part of the Premises without first obtaining Landlord's written
      consent, which consent shall not unreasonably be withheld, delayed or
      conditioned.  All Alterations made by Tenant shall immediately become
      the property of Landlord and shall not (except as provided above) be removed
      by
      Tenant at the conclusion of the Lease term.  Tenant shall not be
      required to obtain Landlord’s approval with regard to merely cosmetic changes
      within the Premises.

    


    (c)  Tenant
      covenants and agrees not to place or suffer to be placed, or maintain, any
      sign
      billboard, marquee, awning, decoration, placard, lettering, advertising matter
      or other thing of any kind, whether permanent or temporary, on the exterior
      of
      the Premises or on the glass of any window or door of the Premises, without
      first obtaining Landlord's written approval thereof. Tenant further agrees
      to
      maintain any sign, billboard, marquee, awning, decoration, placard, lettering
      or
      advertising matter or other thing of any kind as may be approved by Landlord
      in
      good condition and repair at all times. Landlord may, in addition to any other
      remedies available under this Lease, remedy any breach of the covenants of
      Tenant in this subparagraph (c) by entering the Premises and removing any sign
      or other matter violating any of the Premises and removing any sign or other
      matter violating any of the foregoing covenants, without notice to Tenant and
      without any liability to Tenant whatsoever.

     

     

    
      
        
        

      

      
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    (d)  Tenant
      covenants and agrees to execute and comply with all laws, rules, orders,
      directions and requirements of all governmental departments, bodies, bureaus,
      agencies and officers, and with all rules, directions, requirements and
      recommendations of the local board of fire underwriters and the fire insurance
      rating organizations having jurisdiction over the area in which the Premises
      are
      situated, in any way pertaining to the Premises or the use and occupancy
      thereof.   In the event Tenant shall fail or neglect to comply
      with any of the aforesaid laws, rules, orders, directions, requirements or
      recommendations, Landlord or its agents may enter the Premises and take all
      such
      action and do all such work in or to the Premises which may be necessary in
      order to cause compliance with such laws, and Tenant covenants and agrees to
      reimburse Landlord in taking such action and performing such work. Tenant
      further covenants and agrees not to do or suffer to be done, or keep or suffer
      to be kept anything in, upon or about the Premises which will contravene
      Landlord's policies insuring against loss or damage by fire or other hazards,
      including, but not limited to, public liability or which will prevent Landlord
      from procuring such policies in companies reasonably acceptable to Landlord;
      and
      if anything done, omitted or to be done or suffered to be done by Tenant, or
      kept, or suffered by Tenant to be kept, in, upon or about the Premises shall
      cause the rate of fire or other insurance on the Premises, or other property
      of
      Landlord, in companies reasonably acceptable to Landlord, to be increased beyond
      the minimum rate from time to time applicable to the Premises (it being
      understood and agreed that such "minimum rate" means the rate charged by such
      insurance company for similar buildings which include  tenants
      conducting business substantially similar to Tenant's business), or any
      adjoining stores or to other property of Landlord for the use or uses made
      thereof, Tenant will pay the amount of such increases promptly upon Landlord's
      demand. Notwithstanding the foregoing, Tenant shall have no obligation under
      this paragraph to make any structural alterations or repairs to the Premises,
      or
      to comply with any requirements affecting the Building in general.

    


    (e)  Tenant
      covenants and agrees that if any mechanics' or materialmen's lien or other
      lien
      shall be filed against the Premises, or any other part of the Building, by
      reason of or arising out of any labor or material furnished or alleged to have
      been furnished, to or for the Premises or any occupant thereof, Tenant shall
      in
      any such events, cause the same to be canceled and discharged of record by
      bond
      or otherwise as allowed by law, at Tenant's expense, within five (5) days after
      the filing thereof; and Tenant will pay any damages and satisfy and discharge
      any judgment entered thereon and save Landlord harmless from any claim or damage
      resulting therefrom.   If at any time Tenant does not comply with
      the covenants made in this subparagraph, Landlord may, at its option, after
      giving Tenant three (3) days prior written notice of its intention to do so,
      cause such lien to be canceled and discharged of record by bond or otherwise
      as
      allowed by law, and Tenant shall pay all costs thereof, including reasonable
      attorney's fees, as additional rent, payable with the next ensuing installment
      of minimum rent.

    


    (f)
      Tenant shall comply with the rules and regulations attached hereto as an exhibit
      and such other amendments and additions thereto which Landlord may deem
      necessary or desirable.

     

     

    
      
        
        

      

      
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    SECTION
      13.  ROOF AND WALLS

    


    Landlord
      shall have the exclusive right to use all or any part of the roof and walls
      of
      the Premises for any purpose; to erect additional structures over all or any
      part of the Premises; and to erect and maintain in connection with the
      construction thereof, temporary scaffolds and other aids to construction on
      the
      exterior of the Premises, provided that access to the interior of the Premises
      shall not be denied and that there shall be no encroachment upon the
      Premises.  Except for an emergency, Landlord shall not materially
      impede access to the Premises, or materially reduce the amount of parking
      available for use by Tenant’s customers.

     

    SECTION
      14.  PUBLIC LIABILITY; TENANT’S INSURANCE

    


    (a)  Tenant
      covenants and agrees to indemnify Landlord and save it harmless from and against
      any and all claims, actions, damages, liability and expenses in connection
      with
      loss of life, personal injury or damage to property rising from or out of
      Tenant's occupancy or use of the Premises or the Common Area or any part
      thereof, or any other part of Landlord's property, or occasioned wholly or
      in
      part by any act or omission of Tenant's, its agents, contractors or
      employees.

     

    (b)  Tenant
      will keep in force at its own expense during the term of this Lease, public
      liability insurance with respect to the Premises in companies reasonably
      acceptable to Landlord and in a policy or policies, the form of which is or
      are
      satisfactory to Landlord, covering both Landlord and Tenant, with minimum
      limitations of One Million Dollars ($1,000,000.00) on account of bodily injury
      to or death of one person and Two Million Dollars ($2,000,000.00) on account
      of
      bodily injury to or death of more than one person as the result of any one
      accident or disaster, and property damage insurance with minimum limitations
      of
      One Hundred Thousand Dollars ($100,000.00); Tenant will deposit the policy
      or
      policies of such insurance or certificate thereof with Landlord on or before
      the
      commencement of the term of the Lease. If, at any time, Tenant does not comply
      with the covenants made in this subparagraph, Landlord may, at its option,
      cause
      insurance as aforesaid to be issued, and in such event, Tenant agrees to pay
      the
      premiums for such insurance promptly upon Landlord's demand.

     

    SECTION
      15. TENANT’S SHARE OF TAXES, OPERATING COSTS AND INSURANCE

    


    (a)  As
      used herein, the following terms have the following meanings:

     

    (i)  "Taxes"
      means all taxes, assessments (special or otherwise), water or sewer service
      charges and other governmental levies and charges of any and every kind, nature
      and type whatsoever, ordinary and extraordinary, foreseen and unforeseen, and
      substitutes therefor on the Building and the lot on which the Building is
      located, including the levy, assessment or imposition of any tax on real estate
      as such not now levied, assessed or imposed.  Taxes shall also include
      the cost, including appraisers and reasonable attorney's fee of any negotiation,
      contest or appeal pursued by Landlord in any effort to reduce taxes or
      assessments on which any tax or other imposition provided for in this paragraph
      is based. Taxes shall be allocated between the office and retail portions of
      the
      Property on a leasable square footage basis.

     

    (ii)
      "Operating Costs" means all costs and expenses of every kind and nature incurred
      in  connection with the management, operation, maintenance, repair,
      redecorating or refurbishing of the Common Areas of the Building, including,
      but
      not limited to, costs and expenses incurred by Landlord in gardening,
      landscaping, store drainage and other utility systems, fire protection and
      security services, if any, traffic control equipment, repairs, parking lot
      striping, lighting, sanitary control, removal of snow, trash, rubbish, garbage
      and other refuse, depreciation on or rentals of machinery and equipment used
      in
      such maintenance, the cost of personnel, if any, to implement such services,
      the
      cost of general administration and supervision of the Common Areas, any
      assessments or charges against the Building under any reciprocal easement
      agreement, and all other costs which under generally accepted accounting
      principles would be expenses chargeable to the ownership and operation of the
      Common Areas of the Building.  Any of the foregoing costs which are
      capital expenditures will be amortized in accordance with generally accepted
      accounting principals. The foregoing Operating Costs shall be allocated on
      a
      leasable square footage basis.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      cost
      of the following services which are provided to the office tenants of the
      Building shall also be included in Operating Costs and allocated
      accordingly:

     

    (x)           Electricity,
      steam, fuel or other utilities used in lighting, heating, ventilating and air
      conditioning the office portions of the Building including the elevator
      lobby;

     

    (y)           Window
      cleaning and janitorial service including all equipment and supplies for the
      office portions of the Building and the elevator lobby;

     

    (z)           Maintenance
      of mechanical, electrical and heating, ventilating and air conditioning for
      the
      office portions of the Building and elevator lobby.

     

     (iii)  "Insurance"
      means the total premium cost of all insurance carried by Landlord with respect
      to the Building, including but not limited to, those risks covered under
      so-called extended coverage endorsements or difference in risk endorsements,
      as
      well as loss of rent insurance following a fire or other insurable casualty
      covered by such policy or policies and public liability and property damage
      insurance. Insurance shall be allocated between the office and retail portions
      of the Building on a leasable square footage basis.

     

    (iv)  “Tenant’s
      Percentage Share” shall be the percentage derived by dividing the Tenant’s Floor
      Area by the total leasable square footage of the Building.

     

    (b)
      Throughout the Term Tenant shall pay to Landlord, as Additional Rent the
      following:

     

    (i)           Tenant's
      Proportionate Share of any increase of the Operating Expenses (as defined
      hereinafter) over the base year operating expenses (for purposes of this lease,
      the base year shall be the calendar year 2008) (other than specific costs which
      are separately billed to and paid by specific tenants), which shall include
      the
      cost of utilities consumed within the Building and within each separately leased
      Premises and all costs and expense for the maintenance, repair, reserve for
      replacement and operation of the Building, the common areas and facilities
      and
      all systems and services provided therein, including, without limitation, the
      cost of insurance, supplies, salaries, fees, service contracts, janitorial,
      utilities, landscaping, painting and decorating, professional services, trash
      removal, fire protection, elevators, management fees and the cost of any other
      items which, under generally accepted accounting principles consistently applied
      from year to year, are chargeable to operating expenses (collectively "Operating
      Costs"), all as more fully set forth in Paragraph 15(a)(ii) hereof.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
 

    (ii)           Tenant's
      Proportionate Share of any increase of Taxes for real property over the base
      tax
      year (for purposes of this lease, the base tax year will be the calendar year
      2008.  “Taxes” consist of any of the following: front foot benefit,
      Metropolitan District and other similar taxes or public or private assessments
      (whether regular or special), including Columbia Park and Recreation Association
      taxes, and including any tax, levy or other charge on this Lease or the
      Landlord, or rents received from Columbia 100/Corporate Center, wholly or
      partially in lieu of or in addition to said taxes (collectively
      "Taxes).

    


    (iii)
      Tenant's Proportionate Share of
      any increase of the Insurance (as defined in Paragraph 15(a)(iii)) over the
      base
      year Insurance expense (for purposes of this lease, the base year shall be
      the
      calendar year 2008)

    


     (c)  Landlord
      may notify Tenant from time to time of the amount which Landlord estimates
      will
      be the amount payable by Tenant in accordance with paragraph (b) hereof for
      Tenant’s Percentage Share of Operating Costs, Tenant’s Percentage Share of
      Insurance and Tenant’s Percentage Share of Taxes, and Tenant shall pay such
      amount to Landlord in equal monthly installments in advance on or before the
      first day of each month during the Term.  Within a reasonable period
      of time following the end of each fiscal year, Landlord shall submit to Tenant
      a
      statement showing the calculation of Tenant’s Percentage Share of Operating
      Costs, Tenant’s Percentage Share of Insurance and Tenant’s Percentage Share of
      Taxes to be paid by Tenant with respect to such year, the amount thereof
      theretofore paid by Tenant, and the amount of the resulting balance due thereon,
      or overpayment thereof, as the case may be.  Each such statement shall
      be final and conclusive between the parties hereto, their successor and assigns,
      as to the matters therein set forth if no objection is raised with respect
      thereto within ninety (90) days after submission of each such
      statement.

     

    SECTION
      16.  TRADE FIXTURES

    


    All
      trade
      fixtures installed by Tenant in the Premises, other than improvements made
      by
      Tenant to the Premises,  shall remain the property of Tenant and shall
      be removable at the expiration of the term of this Lease or other termination
      thereof, provided Tenant shall not at such time be in default under any covenant
      or agreement contained in this Lease; otherwise, such property shall not be
      removable and Landlord shall have a lien on said fixtures to secure itself
      against loss and damage resulting from said default or defaults by
      Tenant.

    


    SECTION
      17.  ACCESS

    


    Either
      immediately in an emergency, or otherwise upon reasonable prior notice to
      Tenant, Landlord, its agents, employees and contractors shall have the right
      to
      enter the Premises and all parts thereof at all reasonable times, to inspect
      same, to enforce or carry out the provisions of this Lease, and to show the
      same
      to lenders, prospective tenants and purchasers.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      18.  TERMINATION OF TERM; HOLDOVER

    


    (a)  The
      parties hereto covenant and agree that this Lease and the tenancy hereby created
      shall cease and determine at the end of the original term hereof without the
      necessity of any notice from either Landlord or Tenant to terminate the same,
      and Tenant hereby waives notice to remove the same, and agrees that Landlord
      shall be entitled to the benefit of all provisions of law respecting the summary
      recovery of possession of Premises from a Tenant holding over to the same extent
      as if statutory notice were given.  If Tenant shall fail to vacate the
      Premises at the end of the Term, Tenant shall be deemed a “Tenant Holding Over”
and shall pay rent equal to twice the Annual Basic Rent payable during the
      last
      Rental Year of the Term and shall be responsible for all losses or damages
      incurred by Landlord as the result of such holdover.

    


    SECTION
      19.  CASUALTY

    


    (a)           If
      the Premises or the Building shall be damaged by fire, the elements or other
      casualty, and the cost of repairing such damage shall equal thirty percent
      (30%)
      or more of the fair replacement value of the Premises (excluding contents)
      immediately prior to such damage (a "Major Casualty"), Landlord shall have
      the
      right to terminate this Lease by giving Tenant written notice of its election
      to
      do so within ninety (90) days after the date on which the damage occurs,
      whereupon this Lease shall terminate as of the date on which the damage occurs,
      and the Basic Rent and Additional Rent shall be adjusted as of said
      date.  Tenant shall have the equivalent right to terminate the Lease
      in the event of a Major Casualty, provided however, that Tenant's notice
      electing to terminate must be given within thirty (30) days of the date of
      the
      Major Casualty; but if no such notice is given by either Tenant or Landlord
      in
      accordance with the foregoing, this Lease shall continue, and the Landlord
      shall
      cause the Premises or Building, as the case may be, to be repaired or restored
      with reasonable diligence but only to the extent of insurance proceeds paid
      to
      it.  Except in the event of termination of this Lease, as aforesaid,
      until such restoration is completed, the Basic Rent and Additional Rent shall
      be
      abated to the extent of the fair rental value of such portion, if any, of the
      Premises as shall be rendered unfit for occupancy in consequence of such damage,
      for the period of time of such unfitness for occupancy.

     

    (b)           Notwithstanding
      the right granted to Tenant in the preceding paragraph to terminate the Lease
      in
      the event of a Major Casualty, if the Tenant exercises that right, then, for
      fifteen (15) days from receipt by Landlord of notice of such election, Landlord
      shall have the right to notify the Tenant that it intends to restore the
      Premises, or Building, as the case may be, at which point Tenant's right of
      termination shall thereby be extinguished.  Landlord's notice of its
      election to restore shall state that the Landlord undertakes to restore the
      Premises without regard to the extent of insurance proceeds, but with the
      restoration not extending to perils to be insured by Tenant pursuant to Section
      12.  The notice must also state that the Landlord agrees to
      substantially complete the restoration within six months of the date of
      notice.

     

    (c)           If
      the Premises shall be damaged by fire, the elements or other casualty, and
      the
      cost of repairing such damage shall be less than thirty percent (30%) of the
      fair replacement value of the Premises (excluding contents) immediately prior
      to
      such damage, the Lease shall continue in full force and effect, provided that
      until restoration is completed, the Basic Rent and Additional Rent shall be
      abated to the extent of the fair rental value of such portion, if any, of the
      Premises as shall be rendered unfit for occupancy in consequence of such damage,
      for the period of time of such unfitness for occupancy. If Landlord fails to
      restore the Premises within six (6) months of the date of such damage, Tenant
      shall have the right for thirty (30) days after the expiration of such six
      (6)
      month period, as its sole and exclusive remedy to terminate this Lease,
      effective as of the date of giving of such notice.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    (d)  Notwithstanding
      the foregoing, if any part of the Building is damaged, but the Premises shall
      not be rendered untenantable, Tenant shall have no right to terminate this
      Lease.

     

    SECTION
      20.  EMINENT DOMAIN

    


    If
      the
      whole or any part of the Premises shall be taken under the power of eminent
      domain, then this Lease shall terminate as to the part so taken on the day
      when
      Tenant is required to yield possession thereof, and Landlord shall make such
      repairs and alterations as may be necessary in order to restore the part not
      taken to useful condition; and the Annual Basic Rent shall be reduced
      proportionately.  If the amount of the Premises so taken is such as to
      substantially impair the usefulness of said Premises for the purposes for which
      the same are hereby leased, then either party shall have the option to terminate
      this Lease by written notice given within thirty (30) days after the date when
      Tenant is required to yield possession. The compensation awarded for such
      taking, both as to Landlord’s reversionary interest and Tenant’s interest under
      this Lease, shall belong to and be the property of the Landlord; provided,
      however, that the Landlord shall not be entitled to any portion of the award
      made to Tenant for the cost of removal of its fixtures.

     

    SECTION
      21.  ADDITIONAL RENT

    


    Whenever
      under the term of this Lease any sum of money is required to be paid by Tenant
      in addition to the rental herein reserved, whether such payment is to be made
      to
      Landlord or to any other party, and said additional amount which Tenant is
      to
      pay is not designated as “additional rent”, or provision is not made for the
      collection of said amount as “additional rent”, then said amount shall
      nevertheless, at Landlord's option, if not paid when due, be deemed “additional
      rent”, and shall be collectible as such with the first installment of minimum
      rent thereafter falling due hereunder.

     

    SECTION
      22.  DEFAULT

    


    (a)           Tenant
      covenants and agrees to pay the Annual Basic Rent and Additional Rent, at the
      times and in the manner hereinabove set forth.

     

    (b)           If
      Tenant shall fail to pay any installment of Annual Basic Rent or Additional
      Rent
      or other sums provided for when due, or fails to perform any of its other
      obligations under this Lease and such failure is not cured within ten (10)
      business days of written notice by Landlord of such default, or an event
      described in subsection (c) below occurs (any of such events being referred
      to
      as a “Default”), then in any of said events, Landlord may, at its option,
      re-enter and resume possession of the Premises, and/or declare this Lease,
      and
      the tenancy hereby created, terminated, and thereupon remove all persons and
      property from the Premises, in a manner prescribed by law.  In the
      event of a Default, Landlord shall be entitled to the benefit of any public
      general or public local laws, now or hereafter enacted, relating to the speedy
      recovery of possession of lands and tenements held over by tenants in Howard
      County; and notwithstanding such reentry and/or termination, or in the event
      Landlord does not reenter under this subsection (b) or subsection (c), Tenant
      shall remain liable for any rent and other amounts due or accrued to Landlord
      including damages and the expenses incurred hereinafter described, caused to
      Landlord prior and subsequent thereto, and Tenant shall further be liable to
      pay
      to Landlord the amount of the Annual Basic Rent and Additional Rent (as
      estimated by Landlord) reserved under this Lease for the unexpired Term of
      this
      Lease, less such amounts as Landlord may from time to time actually receive
      from
      others to whom the Premises or parts thereof may be rented from time to time
      (in
      Landlord’s sole discretion), from which amounts Landlord shall first be entitled
      to deduct all expense incurred in recovering possession of and in re-letting
      the
      Premises, including improvements thereto, including, but not by way of
      limitation, attorney fees (determined by attorney time spent multiplied times
      standard hourly rates and which may be deemed additional rent), brokerage fees
      and the costs of cleaning and repairing the Premises, but Tenant shall not
      be
      entitled to any excess of such amounts received from others over the liability
      of Tenant hereunder; provided further Landlord shall be entitled, at its option,
      to relief by injunction, or otherwise, in a Court of Equity against continuance
      of any violation of a covenant or agreement of this Lease.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    (c)           (i)
      If Tenant shall admit in writing its inability to pay its debts, or shall make
      a
      general assignment for the benefit of creditors, or (ii) if Tenant shall
      commence any case, proceeding or other action seeking reorganization,
      arrangement, adjustment, liquidation, dissolution or composition of it or its
      debts under any law relating to bankruptcy, insolvency, reorganization or relief
      of debtors, or seeking appointment of a receiver, trustee, custodian or other
      similar official for it or for all or any substantial part of its property,
      or
      (iii) if Tenant shall take any corporate action to authorize any of the actions
      set forth in subparagraphs (i) or (ii) above, or (iv) if any case, proceeding
      or
      other action against Tenant shall be commenced seeking to have an order for
      relief entered against it as debtor, or seeking reorganization, arrangement,
      adjustment, liquidation, dissolution or composition of it or its debts under
      any
      law relating to bankruptcy, insolvency, reorganization or relief of debtors,
      or
      seeking appointment of a receiver, trustee, custodian or other similar official
      for it or for all or any substantial part of its property, and such case,
      proceeding or other action (a) results in the entry of an order for relief
      against it which is not fully stayed within seven (7) days after the entry
      thereof, or (b) remains undismissed for a period of seven (7) days, or (v)
      if
      any execution, attachment or mechanics' lien against Tenant or the Premises
      be
      unsatisfied or unsecured by adequate corporate surety bond or cash security)
      for
      more than fifteen (15) days, Landlord, may at its option, immediately upon
      the
      happening of any of such events, terminate this Lease and/or reenter and resume
      possession of the Premises, retaining all rights permitted under subsection
      (b)
      and (c) hereof against Tenant, and its receiver, trustee, custodian or similar
      official.

     

    (d)  In
      the event of a Default, Landlord may elect, in its sole discretion, to re-let
      the Premises but shall have no obligation to do so or to otherwise mitigate
      its
      damages.

     

    SECTION
      23.  LANDLORD’S CURE OF TENANT DEFAULT

    


    Tenant
      will perform its covenants expressed in this Lease to the reasonable
      satisfaction of the Landlord; Tenant will, within ten (10) business days of
      receipt of written notice specifying action desired by Landlord pursuant to
      any
      of Tenant's covenants, comply with such notice; and, in addition to Landlord's
      immediate remedies for Tenant's Default, if compliance to Landlord's reasonable
      satisfaction has not occurred within such ten days after delivery of such notice
      (except in emergency, Landlord need not give any notice), then Landlord may,
      at
      its option, without prejudice to Landlord’s remedies under Section 20, perform
      such action required of Tenant by the notice, and for such purpose Landlord,
      its
      agents, servants, and employees, may enter upon the Premises, Tenant waiving
      any
      claim to loss or damage from such action, and agreeing to pay Landlord promptly
      upon demand any expense it incurs.  Any money paid or expense incurred
      by Landlord, including any appropriate overhead cost shall be considered
      Additional Rent, payable together with the next monthly installment of rent
      falling due after Landlord's demand for payment.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      24.  REMEDIES CUMULATIVE

    


    No
      mention in the Lease of any specific right or remedy shall preclude Landlord
      from exercising any other right or from having any other remedy or from
      maintaining any action to which it may otherwise be entitled either at law
      or in
      equity; and the failure of Landlord to insist in any one or more instances
      upon
      a strict performance of any covenant of Tenant under this Lease or to exercise
      any option or right herein contained shall be construed as a waiver or
      relinquishment for the future or such covenant, right or option, but the same
      shall remain in full force and effect unless the contrary is expressly waived
      in
      writing by Landlord.

    


    SECTION
      25.  INJURY FROM LEAKAGE, ETC.

    


    Landlord
      shall not be liable for any injury or damage to persons or property resulting
      from falling plaster, steam, gas, electricity, water, rain or snow which may
      leak or issue from any part of the Premises or from pipes, appliances or
      plumbing, or from sewers or the street or subsurface, or from any other place,
      by dampness or other cause of whatsoever nature, unless due to the negligence
      or
      willful misconduct of Landlord, its agents, or employees.

    


    SECTION
      26.  RECORDING

    


    In
      the
      event Landlord elects to record this Lease or a Memorandum of this Lease, Tenant
      agrees to execute said Memorandum of Lease, if Landlord so requests, and
      Landlord will pay all recording charges, including revenue stamps and any
      transfer tax assessed at the time of this Lease or such Memorandum is recorded.
      In the event Tenant elects to record this Lease or a Memorandum of this Lease,
      Landlord agrees to execute said Memorandum of Lease, if Tenant so requests,
      and
      Tenant shall be solely responsible for the cost of all recording charges,
      including revenue stamps and any transfer tax assessed at the time of this
      Lease
      or such Memorandum is recorded.

    


    SECTION
      27.  TAXES ON LEASE OR TENANT’S PERSONAL
      PROPERTY

    


    Tenant
      shall be responsible and shall pay any taxes or assessments levied or assessed
      during the term of this Lease against any leasehold interest of Tenant or
      personal property or trade fixtures of Tenant of any kind, owned by Tenant
      or
      placed in, upon or about the Premises by Tenant.

    


    SECTION
      28.  SUCCESSORS AND ASSIGNS; LIMITATION OF
      LIABILITY

    


    Except
      as
      herein provided, this Lease and the covenants and conditions herein contained
      shall inure to the benefit of and be binding upon Landlord, its permitted
      successors and assigns, and shall be binding upon Tenant, its successors and
      assigns, and shall inure to the benefit of Tenant and only such assignees of
      Tenant to whom an assignment by Tenant has been consented to in writing by
      Landlord. In the event more than one person, firm or corporation is named herein
      as Tenant,  the liability of all parties named herein as Tenant shall
      be joint and several.

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    In
      the
      event Landlord’s interest under this Lease is transferred or assigned and
      written notice thereof is given to Tenant, the Landlord herein named, or any
      subsequent assignee or transferee of Landlord’s interest under this Lease who
      gives such notice to Tenant, shall automatically be relieved and released from
      and after the date of such transfer or  conveyance  from all
      liability hereunder except with respect to liability to refund or return to
      Tenant any security deposit deposited by Tenant with
      Landlord.  Further, the liability of Landlord, its successors and
      assigns, under this Lease shall at all times be limited solely to Landlord’s
      interest in the Building and in the event the owner of Landlord’s interest in
      this Lease is at any time a partnership, joint venture or unincorporated
      association,  Tenant agrees that the members or partners of such
      partnership, joint venture or unincorporated association shall not be personally
      or individually liable or responsible for the performance of any of Landlord’s
      obligations hereunder.

     

    SECTION
      29.  ENTIRE AGREEMENT

    


    This
      Lease contains the entire agreement between the parties hereto; and any
      agreement hereafter or heretofore made shall not operate to change, modify,
      terminate or discharge this Lease in whole or in part unless such agreement
      is
      in writing and signed by each of the parties hereto.  Landlord has
      made no representations, warranties, inducements, or promises with respect
      to
      the Building or the Premises, except as herein expressly set
      forth.  Tenant hereby expressly acknowledges that neither Landlord nor
      Landlord's employees or agents have made any representations, warranties,
      inducements, or promises with respect to the Building or the Premises, except
      as
      herein expressly set forth.

    


    SECTION
      30.  SECURITY DEPOSIT

    


    Upon
      signing this lease agreement, Tenant hereby agrees to pay to Landlord the
      Security Deposit set forth in Section 1.I. which Landlord shall hold as security
      for the performance by Tenant's of its obligations under this
      Lease.   Landlord shall have the right, but not the obligation,
      to apply said security deposit or any portion thereof to cure or remedy any
      default by Tenant hereunder, including default in payment of rent. Said sum,
      if
      not sooner applied, shall be returned to Tenant, without interest, upon
      termination of this Lease or upon termination of the last renewal option and
      Tenant exercises said option.  Landlord shall be entitled to commingle
      said security deposit with its own funds.

    


    SECTION
      31.  NOTICES

    


    Any
      notice required or permitted to be made by either party under the term of this
      Lease shall be given in writing and shall be forwarded by certified mail,
      postage prepaid, return receipt requested and shall be addressed (a) if to
      Tenant, to the Leased Premises or to such other address as the Tenant shall
      designate by written notice and (b) if to Landlord at:

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (a)  

            	
              with
                copies to:

            


    

    Bay
      National Bank

    2328
      West Joppa Road

    Lutherville,
      MD 21093

    


    COLUMBIA
      100, LLC

    8820
      Columbia 100 Parkway, Suite 400

    Columbia,
      MD 21045

    P:
      (410) 884-1960

    F:
      (410) 884-1457

    


    With
      copies to:

    


    COLUMBIA
      100, LLC

    PO
      Box 516

    751
      Frederick Street

    Hanover,
      PA 17331

    P:
      (717) 632-5300

    F:
      (717) 632-6695

    


    Steven
      Tiedemann

    JPB
      Enterprises, Inc.

    8820
      Columbia 100 Parkway, Suite 400

    Columbia,
      MD 21045

    P:
      (410) 884-1960

    F:
      (410)
      884-1457

    


    or
      at
      such other address as Landlord may designate by written
      notice.  Notices shall be deemed to have been given when said
      certified mail is deposited in any United States Post Office.

    


    SECTION
      32.  ATTORNEY’S FEES

    


    In
      the
      event of a breach by Tenant of any of the covenants or provisions hereof, and
      irrespective of whether Landlord declares a Default or exercises its remedies
      in
      connection therewith, Landlord shall have the right to bring a legal action
      against Tenant in connection therewith, to obtain an injunction of such breach
      therein, and the right to invoke any other remedies allowed at law or at equity
      as if re-entry, summary proceedings, or other remedies were not herein provided
      for; and in the event of such breach by Tenant, Landlord shall be entitled
      to
      recover from Tenant, payable as Additional Rent hereunder, any and all
      reasonable expenses as Landlord may incur in connection with its efforts to
      secure such injunctive relief or other remedy at law or in equity, including,
      but not limited to, court costs and attorneys' fees.

    


    SECTION
      33.  NON-WAIVER

    


    No
      agreement to accept a surrender of the Premises prior to the expiration of
      the
      Lease term shall be valid unless in writing and signed by an authorized
      representative of Landlord. The delivery of keys by or on behalf of Tenant
      for
      any part of the Premises to any employee or partner of Landlord or Landlord's
      agent or any employee of such agent shall not operate as a termination of this
      Lease or as a surrender of the Premises.  The failure of Landlord to
      seek redress for violation of, or to insist on the strict performance of, any
      covenant of this Lease of any of the rules and regulations in effect from time
      to time, whether by express waiver or otherwise, shall not present a subsequent
      action, which would have originally constituted a violation, from having all
      the
      force and effect of any original violation.  The receipt by Landlord
      of rent with knowledge of the breach of any covenant of this Lease shall not
      be
      deemed a waiver of such breach.  The failure of Landlord to enforce
      any of the rules and regulations against Tenant or any other Tenant in the
      Building shall not be deemed a waiver of any such rule or
      regulation.  No payment by Tenant or receipt by Landlord of a lesser
      amount than the rent herein stipulated shall be deemed to be other than on
      account of the stipulated rent nor shall any endorsement or statement on any
      check or any letter accompanying any check or payment of rent be deemed a
      settlement of a legal dispute or any accord and satisfaction and Landlord may
      accept such check or payment without prejudice to Landlord's right to this
      Lease
      provided.  Landlord's consent to, or approval of, any act by Tenant
      requiring Landlord's consent  or
      approval  shall  not be deemed to waive or render
      unnecessary Landlord's consent to or approval of any subsequent similar act
      by
      Tenant.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SECTION
      34.  CAPTIONS

    


    The
      captions of this Lease are for convenience only and are not a part of this
      Lease.

    


    SECTION
      35.  WAIVER

    


    Landlord
      and Tenant hereby expressly waive trial by jury in any action, proceeding or
      counterclaim, brought by either of them against the other, or any matter
      whatsoever arising out of, or in any way connected with,  this
      Lease,  their relationship as Landlord and Tenant, Tenant's use and
      occupancy of the demised Premises, and/or claim of injury or
      damage.

    


    SECTION
      36.  BROKER'S COMMISSION

    


    Tenant
      and Landlord warrant that they have dealt with no broker in connection with
      this
      Lease, except the person or entity identified in Section 1.L., and agree to
      indemnify and safe the other harmless from all claims, actions, damage, costs
      and expenses and liability whatsoever, including reasonable attorneys' fees,
      that may arise from any breach of this warranty.  Landlord will be
      responsible for the payment of commission (s) and agree to make payment (s)
      to
      Broker in accordance with its Letter of Agreement.

    


    SECTION
      37.  HAZARDOUS WASTE

    


    (a)
      Except as set forth in Paragraph (e) hereof, Tenant represents and warrants
      that
      it will not use, store or place upon the Premises, nor permit the use, storage
      or placement upon the Premises, of any materials which, under federal, state
      or
      local law, statute, ordinance or regulation, or court of administrative order
      or
      decree, or private agreement (hereinafter called “Environmental Requirements”),
      require special handling in collection, storage, treatment or disposal,
      including but not limited to, any asbestos, PCB transformers, or other toxic,
      hazardous or contaminated substances (hereinafter collectively called “Hazardous
      Substances”).  Tenant hereby indemnifies and saves Landlord harmless
      from all liabilities and claims arising from the use, storage or placement
      of
      any Hazardous Substances upon the Premises or elsewhere within the Building
      or
      property of Landlord  (if brought or placed thereon by Tenant, its
      agents, employees, contractors or invitees); and Tenant shall (i) within fifteen
      (15) days after written notice thereof, take or cause to be taken, at its sole
      expense, such actions as may be necessary to comply with all Environmental
      Requirements and (ii) within fifteen (15) days after written demand therefore,
      reimburse Landlord for any amounts expended by Landlord to comply with any
      Environmental Requirements with respect to the Premises or with respect to
      any
      other portions of the Building or property as the result of the placement or
      storage of Hazardous Substances by Tenant, its agents, employees, contractors
      or
      invitees, or in connection with any judicial or administrative investigation
      or
      proceeding relating thereto, including, without limitation, reasonable
      attorneys' fees, fines or other penalty payments.  The indemnification
      set forth herein shall forever survive the expiration or earlier termination
      of
      this Lease.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    (b)  If   Tenant   has   violated   any   Environmental
      Requirements as finally determined by any governmental agency, body, or court,
      or if Landlord obtains and delivers to Tenant an report prepared by an engineer
      or other party engaged in the business of testing and determining the existence
      of Hazardous Substances, which report demonstrates that there are Hazardous
      Substances used, stored or placed upon the Premises, then Landlord shall have
      the right and option, after fifteen (15) days’ prior written notice to Tenant,
      to terminate this Lease by written notice thereof to Tenant, in which event
      Landlord shall retain all rights and remedies provided for herein.  If
      Landlord shall obtain and deliver to Tenant a report as set forth in this
      Section 37(b), then Tenant shall have fifteen (15) days within which to cure
      the
      problems noted in said report, at the end of which fifteen (15) day period
      Landlord's option to terminate as set forth herein shall commence.

     

    (c)  Assuming
      that Tenant is not otherwise in default under this Lease, Tenant shall have
      those number of days granted to it by any governmental agency, body or court
      within which to cure any alleged violation of environmental
      requirements   Upon the expiration of such time period, Landlord
      shall have the right, but not the duty, to take any and all steps or actions
      necessary to clean or otherwise cure the environmental hazard alleged to exist
      by said governmental agency, body, or Court.  If Landlord exercises
      said option, Tenant shall pay Landlord the cost of all such actions taken
      pursuant to this provision.

     

    (d)  Tenant
      hereby grants Landlord, and Landlord's agents and employees (including but
      not
      limited to, any engineers or other parties engaged in the testing of Hazardous
      Substances) the right to enter upon the Premises upon five (5) days' prior
      written notice, except in a bona fide emergency, for the purpose of determining
      whether Tenant, its agents, employees contractors or invitees, has violated
      any
      of the provisions of this Section.

     

    (e)  Tenant
      represents and warrants that, as of the date of this Lease, it currently uses,
      employs, stores, or intends to use, employ or store on the Premises those
      substances listed in Exhibit E to this Lease (hereinafter collectively called
      "Tenant Substances").  Without representing that the Tenant Substances
      are or are not Hazardous Substances, as that term is used herein, Tenant
      warrants and represents that it shall use, employ, store or otherwise handle
      or
      deal with said Tenant substances in accordance with all applicable Environmental
      Requirements.  Landlord agrees that Tenant is authorized to store on
      the Premises those substances listed in “Exhibit E” and that such storage, of
      permitted under applicable Environmental Requirements, will not constitute
      an
      event of default under the terms and conditions of this Lease.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    (f)  Landlord
      hereby represents and warrants that as of the date hereof, the Premises are
      free
      and clear of any and all Hazardous Materials and are in compliance with all
      Environmental Requirements.

     

    (g)  For
      purposes of Paragraphs (a) and (b) of this Section 37, the term “Tenant" also
      refers to Tenant’s agents, employees, contractors, or invitees.

     

    SECTION
      38.  RENEWAL OPTIONS

    


    If
      Tenant
      is not then in default under this lease or any of the provisions hereof, Tenant
      may extend the term of this Lease two (2) additional successive periods of
      five
      (5) years, by notifying Landlord in writing of its intention to do so at least
      one hundred eighty (180) days prior to the expiration of the then current
      term.  Each such renewal term shall be under the same terms and
      conditions as are herein set forth except that (i) the Annual Basic Rent for
      each year of the renewal term shall increase by three percent (3%) over the
      prior year’s rent and (ii) Landlord shall have no obligation to do any work in
      the Premises or pay Tenant any improvement allowance.  There will be
      no additional right to renew or extend this Lease except as provided
      hereinafter.

    


    SECTION
      39.  CONFIDENTIALITY

    


    Intentionally
      left blank.

    


    SECTION
      40. RELOCATION

    


    Landlord
      reserves the right at any time
      prior to the Commencement Date or during the Lease Term upon ninety (90) days
      prior notice to relocate Tenant provided: (1) that Tenant approves the location
      and size of the new premises and (2) Landlord pays all reasonable moving costs
      incurred by Tenant in connection with such move.  If Landlord
      exercises this right, the written notice to Tenant shall include a drawing
      showing the size and location of the new premises.  If Tenant approves
      the new location, the parties shall execute an amendment to this Lease which
      will specify the change in the premises, but this Lease shall in no other
      respect be amended and the rent payable hereunder shall not abate except for
      any
      period involved in actually moving of Tenant, during which period Tenant does
      not have use of the demised premises for the ordinary conduct of its
      business.  If Tenant does not send Landlord written notice of its
      disapproval of the proposed relocation within said ninety (90) day period,
      Tenant shall be conclusively presumed to have approved the same.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Lease under their
      respective seals the day and year first about written.

     

    


    WITNESS/ATTEST:                                                           LANDLORD:

    COLUMBIA
      100, LLC

    


    


    /s/Michael
      Ellis                                                                 BY:  
 /s/Michael J. Kalinock

          Michael
      J. Kalinock, Authorized Agent

    


    


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    


    WITNESS/ATTEST:                                                                                  TENANT:

    


    /s/Lacey
      O’Neil                                        
                           BY:
/s/ Mark A. Semanie____(SEAL)

    


    PRINT
      NAME: Mark A.
      Semanie

    


    


    


    


    STATE
      OF    Maryland  :

    COUNTY
      OF
Howard  :

    


    On
      this
      the 3rd day of  October , 2007, before me,  Cecile
      Zaycer, personally appeared, Michael J. Kalinock, known to me (or
      satisfactorily proven) to be the person whose name is subscribed to the within
      instrument and acknowledged that executed the same for the purposes therein
      contained.

    


    In
      witness whereof, I hereunto set my hand and official seal.

    


    


                                            /s/Cecile
      L.
      Zaycer

    Notary
      Public

    


    My
      Commission Expires:    9/17/2011

    


    


    


    STATE
      OF    Maryland  :

    COUNTY
      OF
Baltimore  :

    


    On
      this
      the 1st day of October, 2007, before me, Patricia F. Faust, personally appeared,
      Mark A. Semanie, known to me (or satisfactorily proven) to be the person whose
      name is subscribed to the within instrument and acknowledged that executed
      the
      same for the purposes therein contained.

    


    In
      witness whereof, I hereunto set my hand and official seal.

    


    


                                                   
      /s/Patricia F. Faust

    Notary
      Public

    


    My
      Commission Expires:
      9/5/2010

    


    


    


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
 

    


    EXHIBIT
      A

    FLOOR
      PLAN


    


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    LANDLORD’S
      WORKLETTER

    


    Landlord
      shall build out Tenant’s space consistent with the floor plan illustrated in
      Exhibit A, subject to the following:

    


    

     

    
 

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    


    EXHIBIT
      C

    COMMENCEMENT
      DATE AGREEMENT

    


    THIS
      AGREEMENT made and entered into this __________ day of __________, 2007 by
      and
      between COLUMBIA 100, LLC (hereinafter called "Landlord") and Bay National
      Bank
      (hereinafter called "Tenant").

     

    WHEREAS,
      Landlord and Tenant entered into a Lease ("Lease") dated
      __________,  2007,  pursuant  to  which  Landlord
      demised and leased to Tenant, and the latter rented from the former certain
      Premises within the Columbia 100 Corporate Center, as more particularly
      described in the Lease and Floor Plan attached thereto as Exhibit
      A.

     

    AND
      WHEREAS, pursuant to the provisions of this Lease, the parties agreed to execute
      an Agreement in recordable form setting forth the exact commencement and
      termination dates of the Lease term when said dates were
      ascertained.

     

    NOW,
      THEREFORE, THIS AGREEMENT WITNESSETH, that pursuant to the provisions of the
      Lease relating to the commencement of the Lease term,  Landlord and
      Tenant,  for themselves,  their heirs, successors and
      assigns, intending to be legally bound hereby agree and stipulate as
      follows:

     

    1.  The
      Lease term commenced on the __________ day of __________, 2007 and the
      lease term will terminate unless sooner terminated or extended as in said Lease
      provided on the __________ day of  __________,
      __________.

     

    2.  This  Agreement  is  solely  intended  to  constitute  a
      confirmation  by  the  parties  hereto  of  the  commencement  and
      termination dates of the Lease term as provided in the  Lease, and is
      not intended to amend or otherwise modify the Lease except as herein expressly
      set forth.  The parties hereto acknowledge that the Lease is in full
      force and effect.

     

    IN
      WITNESS WHEREOF,  the parties hereto have executed this Lease under
      their respective seals the day and year first about written.

     

    WITNESS/ATTEST:                                                                                             LANDLORD:

    


                
      COLUMBIA 100, LLC

    


    


    ___________________________                       
                 By:_____________________________

                          
                             ,
      Authorized Agent

    


    WITNESS/ATTEST:                                                                                             TENANT:

    


    


    ___________________________                       
                 By:_____________________________

     

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    


    EXHIBIT
      D

    RULES
      AND REGULATIONS

    


    1.  Tenant
      shall not obstruct
      or permit its agents, clerks or servants to obstruct, in any way, the sidewalks,
      entry passages, corridors, halls, stairways or elevators of the Building, or
      use
      the same in any other way than as a means of passage to and from the offices
      of
      Tenant; bring in, store, test or use any material in the Building which could
      cause a fire or an explosion or produce any fumes or vapor; make or permit
      any
      improper noises in the Building, smoke in the elevators; throw substances of
      any
      kind out of the window sills; or clean the windows.

    


    2.  Water
      closets and urinals
      shall not be used for any purpose other than those for which they were
      constructed; and no sweepings, rubbish, ashes, newspaper or any other substances
      of any kind shall be thrown into them.  Waste and excessive or unusual
      use of electricity or water is prohibited.

    


    3.  Tenant
      shall not: (i)
      obstruct the windows, doors, partitions and lights that reflect or admit light
      into the halls or other places in the Building, or (ii) inscribe, paint, affix,
      or otherwise display signs, advertisements or notices in, on, upon or behind
      any
      windows or on any door, partition or other part of the interior or exterior
      of
      the Building/Property without the prior written consent of
      Landlord.

    


    4.  No
      contract of any kind
      with any supplier of towels, toilet articles, waxing, rug shampooing, Venetian
      blind washing, furniture polishing, lamp servicing, cleaning of electrical
      fixtures, removal of waste paper, rubbish or garbage, or other like service
      shall be entered into by Tenant, nor shall any vending machine of any kind
      be
      installed in the Building, without the prior written consent of
      Landlord.

    


    5.  When
      electric wiring of
      any kind is introduced, it must be connected as directed by Landlord, and no
      stringing or cutting of wires will be allowed, except with the prior written
      consent of Landlord, and shall be done only by contractors approved by
      Landlord.  The number and location of telephones, telegraph
      instruments, electric appliances, call boxes, etc., shall be subject to similar
      floor covering so that the same shall be in direct contact with the floor of
      the
      Premises; and if linoleum or other similar floor covering is desired to be
      used,
      an interlining of builder's deadening felt shall be first affixed to the floor
      by a paste or other material, the use of cement or other similar adhesive
      material being expressly prohibited.

    


    6.  No
      additional lock or
      locks shall be placed by Tenant on any door in the Building, without prior
      written consent of Landlord.  Two keys will be furnished Tenant by
      Landlord; two additional keys will be supplied to Tenant by Landlord, upon
      request, without charge; any additional keys requested by Tenant shall be paid
      for by Tenant. In the event Tenant requires additional keys, Landlord will
      charge Tenant the actual amount of replicating the keys, plus ten percent for
      administrative costs.  Tenant, its agents and employees, shall not
      have any duplicate keys made and shall not change any locks.  All keys
      to doors and washrooms shall be returned to Landlord at the termination of
      the
      tenancy, and in the event of any loss of any keys furnished, Tenant shall pay
      Landlord the cost thereof.

    


    7.  Tenant
      shall not employ
      any person or persons other than Landlord's janitors for the purpose of cleaning
      the Premises, without prior written consent of Landlord.  Landlord
      shall not be responsible to Tenant for any loss of property from the Premises
      however occurring, or for any damage done to the effects of Tenant by such
      janitors or any of its employees, or by any other person or any other
      cause.

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    
 

    8.  No
      bicycles, vehicles or
      animals of any kind shall be brought into or kept in or about the
      Premises.

    


    9.  Tenant
      shall not conduct,
      or permit any other person to conduct, any auction upon the Premises;
      manufacture or store goods, wares or merchandise upon the Premises, without
      the
      prior written approval of Landlord, except the storage of usual supplies and
      inventory to be used by Tenant in the conduct of its business; permit the
      Premises to be used for gambling; make any unusual noises in the
      Building/Premises; permit to be played any musical instrument in the Premises;
      permit to be played any radio, television, re-corded or wired music in such
      a
      loud manner as to disturb or annoy other tenants; or permit any unusual odors
      to
      be produced upon the Premises.  Tenant shall not occupy or permit any
      portion of the Premises to be occupied as an office for a public stenographer
      or
      typewriter, or for the storage, manufacture, or sale of intoxicating beverages,
      narcotics, tobacco in any form, or as a barber or manicure shop.

    


    10.  No
      awnings or other
      projections shall be attached to the outside walls of the
      Building/Premises.  No curtains, blinds, shades or screens shall be
      attached to or hung in, or used in connection with, any window or door of the
      Premises, without the prior written consent of the Landlord.  Such
      curtains, blinds and shades must be of a quality, type, design, and color,
      and
      attached in a manner approved by Landlord.

    


    11.  Canvassing,
      soliciting
      and peddling in the Building/Premises are prohibited, and Tenant shall cooperate
      to prevent the same.

    


    12.  There
      shall not be used
      in the Premises or in the Building, either by Tenant or by others in the
      delivery or receipt of merchandise, any hand trucks except those equipped with
      rubber tires and side guards, and no hand trucks will be allowed in passenger
      elevators.

    


    13.  Tenant,
      before closing
      and leaving the Premises, shall ensure that all windows are closed and all
      entrance doors locked.

    


    14.  Landlord
      shall have the
      right to prohibit any advertising by Tenant which in Landlord's opinion tends
      to
      impair the reputation of the Building/Property or its desirability as a building
      for offices, and upon written notice from Landlord, Tenant shall refrain from
      or
      discontinue such advertising.

    


    15.  Landlord
      shall have the
      right to prohibit any aroma, noise or music emanating from the Premises which
      in
      Landlord’s opinion tends to impair the right to quiet enjoyment by other
      Tenant’s in the Building/Property, and upon written notice from Landlord, Tenant
      shall refrain from or discontinue such noise or music.

    


    16.  Landlord
      hereby reserves
      to itself any and all rights not granted to Tenant hereunder, including, but
      not
      limited to, the following rights which are reserved to Landlord for its purposes
      in operating the Building:

     

     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (a)

            	
              the
                exclusive right to the use of the name of the Building for all purposes,
                except that Tenant may use the name as its business address and for
                no
                other purpose;

            


    

    


    
      	
               

            	
              (b)

            	
              the
                right to change the name or address of the Building/Property, without
                incurring any liability to Tenant for so
                doing;

            


    

    


    
      	
               

            	
              (c)

            	
              the
                right to install and maintain a sign or signs on the exterior of
                the
                Building;

            


    

    


    
      	
               

            	
              (d)

            	
              the
                exclusive right to use or dispose of the use of the roof of the
                Building;

            


    

    


    
      	
               

            	
              (e)

            	
              the
                right to limit the space on the directory of the Building to be allotted
                to Tenant;

            


    

    


    
      	
               

            	
              (f)

            	
              the
                right to grant to anyone the right to conduct any particular business
                or
                undertaking in the
                Building/Property.

            


    

    


    17.  Tenant
      shall list all
      articles to be taken from the building (other than those taken out in the usual
      course of business of Tenant) on Tenant's letterhead, or a blank which will
      be
      furnished by Landlord.  Such list shall be presented at the office of
      the Building for approval before such articles are taken from the Building
      or
      accepted by an elevator operator.

    


    18.  As
      used herein the term
      "Premises" shall mean and refer to the "Leased Premises" as defined in Exhibit
      A
      of the Lease.

     

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      E

    HAZARDOUS
      SUBSTANCES

    


    (Intentionally
      Left Blank)

    


     

     

     

     

     

     

     

     

     

     

     

    28