Exhibit 10.15

Exhibit 10.15

    Office
      Building Lease

    


    



    THIS
      AGREEMENT OF LEASE, made this 19th
      day of
July,
      2006,
      by and
      between

    Riderwood
      Associates Limited Partnership,
      Owner,
      acting through its Agent The
      Greenland Corporation,
      

    a
      Maryland corporation, (Owner and Agent are hereinafter collectively referred
      to
      as “Landlord”) and

    Bay
      National Bank, a Maryland Corporation

    
      
        

      

    

    (hereinafter
      referred to as “Tenant”), witnesseth that the parties hereby agree as
      follows:

    


    1. Premises.
      Landlord is the owner of The Exchange Office Building (hereinafter referred
      to
      as the “Building”), an office building located at 1122 Kenilworth Drive, Towson,
      Maryland. Landlord does hereby lease unto Tenant, and Tenant does hereby rent
      from Landlord, that portion of the Building on the First
      floor
      containing an agreed amount of 4,317
      square
      feet of gross leasable area (hereinafter referred to as the “Leased Premises”)
      described on the schedule attached hereto as “Exhibit A”, and made a part
      hereof.

     

    2. Term.
      This
      Lease shall be for a term (the “Lease Term”) of five
      years
      and two months, to commence on October
      1, 2006
      and
      terminate at midnight on November
      30, 2011,
      unless
      otherwise terminated in accordance with the provisions hereof. Subject to the
      provisions of Paragraph 34 below, Tenant’s liability for rent shall begin two
      months following said commencement date.

     

    3. Security
      Deposit.
      Tenant
      has this day paid to Landlord the sum of $8,500
      to be
      held by Landlord as security for the performance by Tenant of all obligations
      imposed on Tenant hereunder.

     

    If
      Tenant
      shall perform all such obligations, said sum shall be refunded to Tenant,
      without interest after the Lease Term has ended and the Tenant has fully
      performed its obligations hereunder. If Tenant shall default in any such
      obligation, Landlord shall be entitled to apply such sum, protanto, toward
      Landlord’s damages. 

     

    4. Use.
      Landlord and Tenant expressly agree that the Leased Premises may be used or
      occupied by Tenant solely as an office for general
      business use and
      for
      no other purpose whatsoever. Occupancy by Tenant shall be limited to one person
      for each 175 square feet of gross leasable area of the Leased Premises.


     

    5.1 Basic
      Annual Rent.
      Tenant
      shall pay to Landlord during the Lease Term “Basic Annual Rent” of $101,449.50,
      payable
      in equal monthly installments of $8,454.13,
      subject
      to an increase at the end of each Lease Year by an amount equal to three percent
      (3%) of the Basic Annual Rent for the Lease Year just ending. The monthly
      installments shall be increased accordingly.

     

    “Lease
      Year” shall mean each twelve month calendar period beginning on the commencement
      date of Tenant’s liability for rent under this Lease and each anniversary
      thereof. Monthly payments of Basic Annual Rent shall be paid, without any
      deductions or set-offs, and without demand and in advance on the first day
      of
      each and every month in each year during the Lease Term; except that the first
      full month’s rent shall be due and payable on a date specified in a written
      notice from the Landlord to the Tenant which date shall be not more than 60
      days
      prior to the date specified in Paragraph 2 above for the commencement of the
      Lease Term. If the Lease Term shall commence on a day other than the first
      day
      of a month, Tenant shall pay a pro rated amount (on a per diem basis) of one
      month’s rent for the first calendar month and last calendar month of the Lease
      Term.

     

    5.2
        Definitions.
      For
      purposes hereof, the following definitions shall apply:

    
      (a) “Base
        Year Taxes” shall be an agreed figure of $1.11*
        per
        square foot of gross leasable area.

    

    (b) “Base
      Year Expenses” shall be an agreed figure of $6.75*
      per
      square foot of gross leasable area.

    (c)
      “Building Expenses” shall be all those expenses (computed on a calendar year
      basis) paid or incurred by Landlord in connection with the owning, maintaining,
      operating, replacing and repairing of the Real Property or any part thereof,
      in
      a manner deemed reasonable and appropriate by Landlord and shall include,
      without limitation, the following:

    1. Electricity,
      water, sewer and other fuel and utilities.

    2. Cleaning,
      janitorial service, and trash removal.

    3. Maintenance,
      repair and replacement of the Real Property or any part thereof including,
      but
      not limited to, all parts of the Building, and the landscaping, grounds and
      paved areas, including the removal of snow, ice and debris therefrom and the
      policing and regulating traffic with respect thereto.

    4. All
      insurance.

    5. Personal
      property taxes on, and depreciating of, all personal property used in connection
      with the Real Property.

    6. Repainting
      and redecorating.

    7. Management
      fees, wages, salaries, compensation and subcontract expenses of all persons,
      including contractors, engaged in the maintenance, operation, administration,
      protection, replacement or repair of the Real Property.

    8. Administration
      costs, including, but not limited to, legal, accounting and other professional
      fees, and office and bookkeeping expenses.

    9. Supplies,
      equipment, uniforms and sundries, payroll taxes and other personnel
      costs.

    10. All
      other
      expenses which would be considered an expense of owning, maintaining, operating
      or repairing the Real Property under sound accounting principles.

    11. All
      assessments of a lot owners association applicable to the Property.

    (d) “Taxes”
      shall mean all real estate taxes, assessments, metropolitan charges, sewer
      rents, and valorem charges, water rates, rents and charges, front foot benefit
      charges, and all other government impositions in the nature of any of the
      foregoing. If at any time during the Lease Term the method of taxation
      prevailing at the commencement of the term shall be altered so as to cause
      the
      whole or any part of the items listed in the first sentence of this subparagraph
      (d) to be levied, assessed or imposed, wholly or partly as a capital levy,
      or
      otherwise, on the rents received from the Building, wholly or partly in lieu
      of
      imposition of, or the increase of, taxes in the nature of real estate taxes
      issued against the Real Property, then the charge to the Landlord resulting
      from
      such altered method of taxation shall be deemed to be within the definition
      of
“Taxes.”

    (e) “Real
      Property” shall mean the Building, the entire lot upon which the Building is
      situated and all fixtures, equipment and other improvements and personal
      property in, upon, above, or under said lot and/or Building, and includes
      adjacent sidewalks, streets, utilities, and other improvements, as well as
      adjacent lawns, landscaping and wooded areas.

     

    5.3 Adjustments
      for Taxes.
      In the
      event that the Taxes levied or assessed against the Real Property for any tax
      year which is wholly or partly within the Lease Term divided by the square
      feet
      of gross leasable area of the Building are greater than the Base Year Taxes,
      Tenant shall pay to Landlord, as additional rent during the rental year in
      which
      such tax increase takes place and during each rental year thereafter (subject
      to
      further adjustment in the event of other increases in Taxes), the amount of
      such
      increase times the square feet of gross leasable area of the Leased Premises.
      For the purpose of 

     

    

      *
        The
        Base Year Taxes and Base Year Expenses in Paragraph 5.2 of this Lease will
        be
        adjusted to the actual Taxes for the tax year beginning July 1, 2006 and
        ending
        June 30, 2007 and the actual Building Expenses for the expense year beginning
        January 1, 2006 and ending December 31, 2006 as soon as those numbers are
        available. Note that for the purpose of calculating the Building Expenses
        under
        this paragraph for the expense year beginning January 1, 2006 and ending
        December 31, 2006, the Building Expenses will include the amount budgeted
        for
        electricity during this period rather than the amount actually spent for
        electricity.

       

      

        
          	
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    calculating
      the adjustment for taxes, it is agreed that the Building contains 89,292 square
      feet of gross leasable area. Any additional rent due Landlord under this Section
      5.3 shall be due and payable at the time the taxes are due and payable. Landlord
      shall submit a written statement to Tenant showing the amount due. For Tenant’s
      obligations for such additional rent at the beginning or end of the Lease,
      see
      Section 5.4(c).

    As
      of the
      date of this Lease, the tax year is a fiscal year commencing July 1. If the
      appropriate authorities shall hereafter change the tax year to a calendar year,
      or to a fiscal year commencing on a date other than July 1, appropriate
      adjustments shall be made in the computation of any additional rent due
      hereunder.

    All
      reasonable expenses incurred by Landlord (including attorneys’ appraisers’ and
      consultants’ fees and other costs) in contesting any increase in Taxes or any
      increase in the assessment of the Real Property shall be included as an item
      of
      Taxes for the purpose of computing additional rent due hereunder.

     

    5.4 Adjustment
      for Expenses.
      (a) In the event that the Building Expenses for any calendar year which is
      wholly or partly within the Lease Term divided by the square feet of gross
      leasable area of the Building are greater than the Base Year Expenses, Tenant
      shall pay to Landlord, as additional rent, the amount of such difference times
      the square feet of gross leasable area of the Leased Premises. For purposes
      of
      calculating the adjustment for expenses, it is agreed that the Building contains
      89,292 square feet of gross leasable area. Such additional rent shall be
      computed on a year-to-year basis. Any such additional rent shall be due within
      thirty (30) days after the Landlord has submitted a written statement to Tenant
      showing the amount due, together with a statement showing in reasonable detail
      the breakdown of Building Expenses for the calendar year on which the statement
      is based. Landlord may, in its discretion, make a reasonable estimate of such
      additional rent with respect to any calendar year, and require Tenant to pay
      each month during such year 1/12 of such amount, at the time of payment of
      monthly installments of basic rent. In such event, Tenant shall pay, or Landlord
      shall refund, any underpayment or overpayment of such additional rent within
      thirty (30) days of Landlord’s written statement of actual Building Expenses for
      the calendar year. Tenant shall have the right to examine Landlord’s records
      with respect to any such increases in rent; provided, however, that unless
      Tenant shall have given Landlord written notice of exception to any such
      statement within thirty (30) days after delivery thereof, the same shall be
      conclusive and binding on Tenant.

    (b) Prior
      to
      calculating the Adjustment for Expenses, the Building Expenses for any calendar
      year shall be adjusted so as to eliminate any savings arising from vacant space.
      In addition, if Landlord shall reduce or eliminate the payment of any wages
      or
      other labor costs, costs of supplies, costs of utilities, costs of energy,
      costs
      of subcontract services, or any other Building Expenses as a result of the
      installation of labor saving devices or through installation of new capital
      improvements or by any other means, then in computing the additional rent
      payable under §5.4(a) the corresponding item or items of such wages or other
      costs saved, shall be deducted from the Base Year Expenses; for example, if
      any
      manually operated machine is converted to automatic operation, as the employment
      of each machine operator is terminated, the wages and other costs applicable
      to
      such operator shall be deducted from the Base Year Expenses. Or, if new capital
      equipment is installed during the Lease Term resulting in utility cost savings,
      the twelve month savings in cost resulting from such installation, as reasonably
      computed by Landlord, will be deducted from the Base Year Expenses.

    (c) Tenant’s
      obligation to pay any additional rent accruing during the Lease Term pursuant
      to
      Section 5.3 and 5.4 hereof shall apply pro rata to the proportionate part of
      a
      tax year, as to Taxes, and calendar year, as to Building Expenses, in which
      this
      Lease begins or ends, for the portion of each such year during which this Lease
      is in effect. Such obligation to make payments of such additional rent shall
      survive the expiration or sooner termination of the Lease Term, whether or
      not
      this Lease is superseded by a subsequent lease of the Leased Premises or if
      any
      other space or Tenant leaves the building; any such superseding lease shall
      not
      serve to supersede Tenant’s obligation for any such additional rent unless it
      makes express references thereto and recites that such additional rent is abated
      in consideration of the superseding lease.

     

    5.5 Payments.
      All
      payments or installments of any rent (including additional rent) hereunder
      and
      all sums whatsoever due under this Lease, shall be paid to Landlord at the
      address designated by Landlord, and if not paid when due, shall be subject
      to a
      late charge equal to 5% of the amount of the late payment for each late payment
      and shall bear interest at the rate of 18% per annum (but not more than the
      maximum allowable legal rate applicable to Tenant) until paid. If an attorney
      is
      employed to enforce Landlord’s rights under this Lease, Tenant shall pay all
      fees and expenses of such attorney. Time is of the essence in this
      Lease.

     

    6. Requirements
      of Law.
      Tenant,
      at its sole cost and expense, shall comply promptly with all statutes, laws,
      ordinances, orders, regulations and requirements of the Federal, State and
      Local
      governments and any and all of their Departments and Bureaus, and of the Board
      of Fire Underwriters applicable to Tenant’s use of the Leased Premises, for the
      correction, prevention and abatement of nuisances or violations in, upon or
      connected with the Leased Premises during the Lease Term and for the prevention
      of fires; provided, however, that Landlord shall have the right, at the expense
      of the Tenant, to make all structural changes and correct all structural defects
      in the Building necessary to comply with requirements of law applicable to
      the
      Tenant’s use of the Leased Premises, and make all repairs, changes and
      alterations required by Tenant’s use of the Leased Premises and the Tenant,
      promptly upon the written request of the Landlord, shall deposit with the
      Landlord, prior to the commencement of such work, the cost thereof as estimated
      by the Landlord.

     

    7. Certificate
      of Occupancy.
      Tenant
      will not use or occupy the Leased Premises in violation of any certificate
      of
      occupancy, permit or other governmental consent issued for the Building. If
      any
      governmental authority, after the commencement of the Lease Term, shall contend
      or declare that the Leased Premises are being used for a purpose which is in
      violation of such certificate of occupancy, permit, or consent, then Tenant
      shall, upon five (5) days notice from Landlord, immediately discontinue such
      use
      of the Leased Premises. If thereafter the governmental authority asserting
      such
      violation threatens, commences or continues criminal or civil proceedings
      against Landlord for Tenant’s failure to discontinue such use, in addition to
      any and all rights, privileges and remedies given to Landlord under this Lease
      for default therein, Landlord shall have the right to terminate this Lease
      forthwith. Tenant shall indemnify and hold Landlord harmless of and from any
      and
      all liability for any such violation or violations.

     

    8. Contest-Statue,
      Ordinance, Etc.
      Tenant
      may, after notice to Landlord, by appropriate proceedings conducted promptly
      at
      Tenant’s own expense in Tenant’s name and whenever necessary in Landlord’s name,
      contest in good faith the validity or enforcement of any such statute,
      ordinance, law, order, regulation or requirement and may similarly contest
      any
      assertion of violation of any certificate of occupancy, permit or any consent
      issued for the Building. Tenant may, pending such contest, defer compliance
      therewith if, in the opinion of counsel for Landlord, such deferral will not
      subject either the Landlord or the Leased Premises or the Real Property (or
      any
      part thereof) to any penalty, fine or forfeiture, and if Tenant shall post
      a
      bond with corporate surety approved by Landlord sufficient, in Landlord’s
      opinion, fully to indemnify Landlord from loss.

     

    9. Tenant’s
      Improvements.
      Tenant
      shall not make any alterations, decorations, installations, additions or
      improvements to the Leased Premises, including but not limited to, the
      installation of any fixtures, amenities, equipment, appliances, or other
      apparatus, without Landlord’s prior written consent, which consent shall not be
      unreasonably withheld or delayed and
      then
      only by contractors or mechanics 

     

     

    
      

        
          	
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    employed
      or approved by Landlord. All such work, alterations, decorations, installations,
      additions or improvements shall be done at Tenant’s sole expense and at such
      times and in such manner as Landlord may from time to time designate. All
      alterations, decorations, installations, additions or improvements made by
      either of the parties hereto upon the Leased Premises, except movable office
      furniture put in at the expense of Tenant, shall be the property of Landlord
      and
      shall remain upon and be surrendered with the Leased Premises at the termination
      of this Lease without molestation or injury, or, if the Landlord shall so
      request, be removed prior to the termination of the Lease at the Tenant’s
      expense and the Leased Premises restored to their condition at the commencement
      of the term of this Lease.
      Tenant
      acknowledges that part of the Leased Premises is visible from the public areas
      of the Building and/or from the entries to the Building (“Visible Space”).
      Tenant agrees that its use, furnishing, decorating, and displays in the Visible
      Space shall be subject to the advance written approval of Landlord, which
      approval shall not be unreasonably withheld or delayed. In addition, Tenant
      agrees to maintain the appearance of the Visible Space in a professional and
      attractive manner at all times. Landlord shall have the right to take such
      actions as it deems necessary in its opinion to assure that the views of the
      Visible Space will not degrade the appearance of the Building.

     

    10. Condition
      of Premises.
      Tenant
      will, during the Lease Term, keep the Leased Premises and the improvements
      and
      appurtenances therein in good repair, order and condition, and at the expiration
      of the Lease Term, or at the sooner termination of this Lease as herein
      provided, deliver up the same in the same good repair, order and condition
      as at
      the beginning of the tenancy, reasonable wear and tear excepted, and Tenant
      shall remove all of its property therefrom prior to such termination. Tenant
      will pay for all damage to the Building, its fixtures and appurtenances, as
      well
      as all damages sustained by other tenants or occupants of the Building due
      to
      any waste, misuse or neglect of the Leased Premises, its fixtures and
      appurtenances, by Tenant, its employees or any other person or persons upon
      the
      Leased Premises by Tenant’s permission. Tenant shall not place a load upon any
      floor of the Leased Premises exceeding the floor load per square foot area
      which
      such floor was designed to carry and which may be allowed by law. Landlord
      reserves the right to prescribe the weight and position of all safes, telephone
      switchboards, if any, which in the opinion of Landlord may be required under
      the
      circumstances, such reinforcing to be at Tenant’s expense. Business machines and
      mechanical equipment, if approved by Landlord in a separate written agreement
      between Landlord and Tenant, shall be placed and maintained by Tenant, or at
      Tenant’s expense, in settings sufficient in Landlord’s judgment to absorb and
      prevent vibration, noise, or annoyance and Tenant shall, at its expense, take
      such steps as Landlord may direct to remedy any such condition. There shall
      be
      no allowance to Tenant for a diminution of rental value, no abatement of rent,
      and no liability on the part of Landlord by reason of inconvenience, annoyance
      or injury to business arising from Landlord, Tenant or others making any
      repairs, alterations, additions or improvements in or to any portion of the
      Real
      Property or Leased Premises, or in or to fixtures, appurtenances or equipment
      thereof, and no liability upon Landlord for failure of Landlord or others to
      make any repairs, alterations, additions or improvements in or to any portion
      of
      the Building or of Leased Premises, or in or to the fixtures, appurtenances
      or
      equipment thereof, and the foregoing shall not be construed to mean that
      Landlord has any such obligations.

     

    11. Conduct
      on Premises.
      Tenants
      shall not do, or permit anything to be done in the Leased Premises or on the
      Real Property, or bring or keep anything therein which will, in any way,
      increase the rate of fire insurance on the Building, or invalidate or conflict
      with the fire insurance policies on the Building, fixtures or on property kept
      therein, or obstruct or interfere with the rights of the Landlord or the other
      tenants, or in any other way injure or annoy Landlord or the other tenants,
      or
      subject Landlord to any liability for injury to persons or damage to property,
      or interfere with the good order of the Building, or conflict with the laws,
      rules or regulations of any Federal, State or Municipal authority, or the
      Maryland Fire Underwriters Rating Bureau. The Tenant agrees to save harmless
      the
      Landlord from any liability arising from injury to person or damage to property
      in, on or about the Leased Premises whether occasioned by any act or omission
      of
      Tenant, or Tenant’s customers, employees, visitors, or invitees. Tenant agrees
      that any increase of fire insurance premiums on the Building or contents caused
      by the occupancy of Tenant and any expense or cost incurred in consequent of
      negligence or carelessness or the willful action of Tenant, Tenant’s employees,
      agents, servants or invitees shall, as they accrue, be added to the rent
      heretofore reserved and be paid as a part thereof; and Landlord shall have
      all
      the rights and remedies for the collection of same as are conferred upon the
      Landlord for the collection of rent provided to be paid pursuant to the terms
      of
      this Lease.

     

    12. Insurance.
      Tenant
      hereby agrees to keep in full force and effect a policy of public liability
      and
      property damage insurance, naming Landlord as an additional insured, with
      respect to the Leased Premises and the business of Tenant in, or within, from
      or
      connected with the Leased Premises, pursuant to which the limits of public
      liability shall be such amount as Landlord shall require but not less than
      $500,000 per person and $1,000,000 per occurrence, and in which the limit of
      liability for damage to property shall be not less than $50,000. The policy
      shall contain a clause that the insurer will not cancel or change the insurance
      without first giving Landlord thirty (30) days prior written notice. The
      insurance shall be carried with an insurance company approved by Landlord,
      and a
      certificate of insurance shall be delivered to Landlord at the inception of
      each
      policy and renewal thereof.

     

    13. Rules
      and Regulations.
      Tenant
      agrees to be bound by the rules and regulations set forth on the schedule
      attached hereto as “Exhibit B,” and made a part hereof. Landlord shall have the
      right, from time to time, to issue additional or amended rules and regulations
      regarding the use of the Building. When so issued the same shall be considered
      a
      part of this Lease and Tenant covenants that said additional or amended rules
      and regulations shall likewise be faithfully observed by Tenant, the employees
      of Tenant and all persons invited by Tenant into the Building. Landlord shall
      not be liable to Tenant for the violation of any of the said rules and
      regulations, or the breach of any covenant or condition in any lease, by any
      other tenant in the Building.

     

    14. Mechanics’
      Liens.
      Tenant
      shall not do or suffer to be done any act, matter or thing whereby Tenant’s
      interest in the Leased Premises, or any part thereof, may be encumbered by
      any
      mechanics’ lien. Tenant shall discharge, within ten (10) days after the date of
      filing, any mechanics’ liens filed against Tenant’s interest in the Leased
      Premises, or any part thereof, purporting to be for labor or material furnished
      or to be furnished to Tenant. Landlord may, at its option (but without being
      obliged to do so), discharge any such mechanics’ lien not discharged by Tenant
      within such ten (10) day period, and Tenant, upon demand, shall reimburse
      Landlord for any such expense incurred by Landlord. Any monies expended by
      Landlord, as aforesaid, shall be deemed additional rent, collectible as such
      by
      Landlord. Landlord shall not be liable for any labor or material furnished
      or to
      be furnished to Tenant upon credit, and no mechanics’ or other lien for labor or
      material shall attach to or effect the reversionary or other estate or interest
      of Landlord in and to the Leased Premises, or the Real Property.

     

    15. Tenant’s
      Failure to Repair.
      In the
      event that Tenant fails, after fifteen (15) days written notice from Landlord,
      to keep the Leased Premises in a good state of condition and repair, or if
      such
      repairs require more than fifteen (15) days to complete, to commence and to
      diligently continue to make such repairs,
      or to do
      any act or make any payment required under this Lease or otherwise fails to
      comply herewith, Landlord may, at its option (but without being obliged to
      do
      so), enter upon the Leased Premises at all reasonable hours to make such
      repairs, or do any act or make any payment or compliance which Tenant has failed
      to do, and 

     

    
      

        
          	
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    upon
      demand, Tenant shall reimburse Landlord for any such expense incurred by
      Landlord. Any monies expended by Landlord, as aforesaid, shall be deemed
      additional rent, collectible as such by Landlord. All rights given to Landlord
      in this section shall be in addition to any other right or remedy of Landlord
      herein contained.

     

    16. Property-Loss,
      Damage.
      Landlord shall not be liable for any damage to property placed in the custody
      of
      its employees, nor for the loss of any property by theft or otherwise. Landlord
      shall not be liable for damage or injury to person or property unless notice
      in
      writing of any defect (which Landlord has under the terms of this Lease the
      duty
      to correct) alleged to have caused such damage or injury shall have been given
      a
      sufficient time before the occurrence of such damage or injury reasonably to
      have enabled Landlord to correct such defect, and even then only if such damage
      or injury is due to Landlord’s negligence; nor shall Landlord or its agent be
      liable for interference with the light, air, or other incorporeal hereditaments,
      nor shall Landlord be liable for any latent defect in the Building or its
      equipment. Tenant shall reimburse Landlord as additional rent for all expenses,
      damages or fines incurred or suffered by Landlord by reason of any breach,
      violation or nonperformance by Tenant, or Tenant’s employees, agents or
      visitors, of any covenant or provision of this Lease, or by reason of damage
      or
      injury to persons or property caused by moving property of or for Tenant in
      and/or out of the Building, or by the installation or removal of furniture
      or
      other property of or for Tenant, or by reason of or arising out of the occupancy
      or use by Tenant of the Leased Premises or of the Real Property, or any part
      of
      either thereof, or from any other cause due to the carelessness, negligence
      or
      improper conduct of Tenant or Tenant’s contractors, servants, employees, agents
      or invitees. Tenant shall not move any safe, heavy machines, heavy equipment,
      freight, bulky matter or fixtures into or out of the Building without Landlord’s
      prior written consent. If such safe, machines, equipment, freight, bulky matter
      or fixtures require special handling, Tenant agrees to employ only persons
      holding a proper license to do said work, and that all work in connection
      therewith shall comply with any applicable Federal, State, County or other
      governing laws, rules or regulations. Notwithstanding said consent of Landlord,
      Tenant shall indemnify Landlord for and hold Landlord harmless and free from
      damages or injuries sustained by person or property and for any damages or
      monies paid out by Landlord in settlement of any claims or judgments, as well
      as
      for all expenses and attorney’s fees, incurred in connection therewith and all
      costs incurred in repairing any damage to the Building or
      appurtenances. Nothing
      herein shall be deemed to indemnify Landlord against, or exculpate Landlord
      from, its negligence or willful misconduct.


     

    17. Destruction-Fire
      or Other Casualty.
      In the
      case of partial damage to the Leased Premises by fire or other casualty, Tenant
      shall give immediate notice thereof to Landlord, who shall thereupon cause
      damage to all property owned by Landlord to be repaired with reasonable speed
      at
      expense of Landlord, due allowance being made for reasonable delay which may
      arise by reason of adjustment of loss under insurance policies on the part
      of
      Landlord and/or Tenant, and for reasonable delay on account of “labor troubles”
or any other cause beyond Landlord’s control, and this Lease shall remain in
      full force and effect, except that to the extent that the Leased Premises are
      rendered untenantable the rent shall proportionately abate, provided the damage
      above mentioned occurred without the fault or neglect of Tenant, Tenant’s
      servants, employees, agents, or visitors. But if such damage is due to the
      fault
      or neglect of Tenant, or Tenant’s servants, employees, agents or invitees, the
      damage shall be repaired by Landlord at Tenant’s expense and there shall be no
      apportionment or abatement of rent. In the event the damage shall be so
      extensive to the whole Building as to render it uneconomical, in Landlord’s
      opinion, to restore it for office building use and Landlord shall decide not
      to
      repair or rebuild the Building, this Lease, at the option of Landlord, shall
      be
      terminated upon written notice to Tenant and the rent shall, in such event,
      be
      paid to or adjusted as of the date of such damage, and the terms of this Lease
      shall expire by lapse of time and conditional limitation upon the third day
      after such notice is mailed, and Tenant shall thereupon
      vacate
      the Leased Premises and surrender the same to Landlord, but no such termination
      shall release Tenant from any liability to Landlord arising from such damage
      or
      from any breach of the obligations imposed on Tenant hereunder, or from any
      obligations accrued hereunder prior to such termination.

     

    18. Eminent
      Domain.
      If the
      whole or any material part of the Leased Premises shall be acquired or condemned
      by Eminent Domain for any public or quasi-public use or purpose, then and in
      that event the term of this Lease shall cease and terminate from the date of
      title vesting in such proceedings. In the event all or any portion of the Real
      Property shall
      be
      acquired or condemned by Eminent Domain, Tenant shall have no claim against
      Landlord or against the total award for the value of any unexpired portion
      of
      the Lease Term or otherwise. However, Tenant shall be entitled to any award
      which may be made to it, provided that such award does not diminish or reduce
      the amount of the award which would otherwise be payable to the Landlord,
      successor to Landlord, or the holder of any mortgage or other security interest
      on all or any part of the Real Property. If the Lease shall cease and terminate
      the rent shall be adjusted as of
      the date
      of any such termination of this Lease.

     

    19. Assignment.
      Tenant
      covenants and agrees that the Leased Premises shall be used and occupied by
      Tenant only, for the purpose above mentioned, in a careful, safe and proper
      manner. Tenant, for itself, its heirs, distributees, executors, administrators,
      legal representatives, successors and assigns, expressly covenants that it
      shall
      not assign, mortgage or encumber this Lease, nor underlet, or use or permit
      the
      Leased Premises or any part thereof to be used by others. Any attempted
      assignment or sublease shall be of no legal force and effect and any payment
      made by any such assignee and any sub-rent payable by any such subtenant shall
      belong to the Landlord and shall be payable as additional rent under this Lease.
      The right of the Landlord to such payments and sub-rents shall be in addition
      to
      any other rights or remedies the Landlord may have against the Tenant arising
      from the Tenant’s breach of its obligations under this Lease. The acceptance of
      an assignee, undertenant or occupant as tenant, shall not constitute a release
      of Tenant from the further observance and performance by Tenant of the covenants
      herein contained, and any assignee of the Tenant shall, by its acceptance of
      such assignment be deemed to have covenanted and agreed with the Landlord to
      be
      jointly and severally personally liable with the Tenant for the performance
      by
      the Tenant of the covenants herein contained to the same extent as if such
      assignee were an original party to this Lease. Any levy or sale in execution
      or
      any assignment or sale in bankruptcy, or insolvency, or the appointment of
      a
      Receiver by a State or Federal Court shall be deemed an assignment with the
      meaning of this Section 19.
      Tenant
      shall have the right to assign or sublet to its parent, subsidiary or affiliated
      companies, provided that the premises are used in accordance with paragraph
      4 of
      the Lease and that Tenant shall remain liable for all obligations. See
      Rider
      19.


     

    20. Insolvency.
      In the
      event that at the time of the execution of this Lease, or at any time thereafter
      until the termination thereof, a petition in bankruptcy shall be filed by or
      against Tenant or Tenant shall be adjudicated as bankrupt or insolvent, or
      a
      receiver or trustee shall be appointed of all or of a portion of Tenant’s
      property, or Tenant shall make an assignment for the benefit of creditors,
      or
      Tenant voluntarily or involuntarily takes advantage of any debtor relief
      proceedings under present or future law, or if Tenant’s effects shall be levied
      upon or attached upon process against Tenant then, and in any of said events,
      this Lease, at the option of Landlord, may be canceled and terminated, within
      fifteen (15) days after the happening of any one or more of such events comes
      to
      the attention of Landlord, by giving notice in writing to Tenant by registered
      mail addressed to Tenant at the address herein set forth. In such event, neither
      Tenant nor any person claiming through or under Tenant or by virtue of any
      statute or 

     

     

    
      

        
          	
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    order
      of
      any court shall be entitled to possession or to remain in possession of the
      Leased Premises, but Tenant or any such person or persons shall forthwith quit
      and surrender possession thereof, and Landlord, in addition to any other rights
      or remedies which it may have by reason of any provisions of this Lease, or
      any
      statute or rule of law, may retain as liquidated damages any rent, security,
      deposit or money received by it from Tenant or from others in behalf of
      Tenant.

     

    21. Default.
      Tenant
      covenants that if any one or more of the rents hereby stipulated to be paid
      shall at any time during the continuancy of any tenancy created, or to arise
      in
      pursuance of this Lease, be more than five (5) days in arrears, or if Tenant
      shall default in performing or otherwise breach any of the covenants, conditions
      and agreements herein contained, other than the provision requiring the payment
      of rent, or if Tenant shall fail to move into or take possession of the Leased
      Premises within thirty (30) days after commencement of the Lease Term, then
      the
      Tenant’s right to the further possession of the Leased Premises shall terminate
      and the said Landlord shall become and be entitled to immediate possession
      of
      the Leased Premises, provided Landlord shall so elect, but not otherwise.
      Landlord shall thereupon immediately have the full right of re-entry upon Leased
      Premises, by force or otherwise, if permitted by the applicable law now or
      then
      in force, and that without formal notice or demand, and without liability of
      any
      kind; and also the right, but not the obligation, to re-let the Leased Premises
      for any unexpired balance of the Lease Term, and collect the rent therefor.
      In
      the event of such re-letting by Landlord, the re-letting shall be for such
      duration (which may extend beyond the unexpired balance of the Lease Term)
      and
      on such other terms, conditions and rental as Landlord may deem proper, and
      the
      proceeds that may be collected from the same, less the expense of re-letting
      (including reasonable leasing costs, fees and commissions and reasonable costs
      of renovating the Leased Premises), shall be applied upon the Tenant’s rental
      obligation as set forth in this Lease for the unexpired portion of the Lease
      Term. Tenant shall be liable for any balance that may be due under this Lease,
      although Tenant shall have no further right of possession of the Leased
      Premises. Such re-entry by the Landlord and any such re-letting shall not
      operate as a termination of this Lease unless Landlord shall so elect, nor
      as a
      waiver or postponement of any right of Landlord against Tenant. Landlord shall
      have the further right, in the event of the Tenant’s default as aforesaid, and
      irrespective of whether the Landlord shall have elected to terminate the
      Tenant’s right to the further possession of the Leased Premises, to declare the
      entire rent for the unexpired portion of the Lease Term to be immediately due
      and payable and to collect the same by any manner not inconsistent with
      applicable law. Mention in this Lease of any particular remedy shall not
      preclude Landlord from any other remedy, in law or in equity. To the extent
      permitted by law, Tenant hereby consents to summary proceedings in connection
      with the Landlord’s re-entry of the Leased Premises, and expressly waives any
      and all rights of redemption, granted by or under any present or future laws
      in
      the event of Tenant being evicted or dispossessed for any cause, or in the
      event
      of Landlord obtaining possession of the Leased Premises, by reason of the
      violation by Tenant of any of the covenants and conditions of this Lease, or
      otherwise.

     

    22. Elevators,
      Heat, Cleaning.
      Subject
      to the provisions of Section 5.4 hereof, as long as Tenant is not in default
      under any of the covenants of this Lease, Landlord shall, if and insofar as
      existing facilities permit: (a) provide necessary elevator service on business
      days from 8:00 A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to 1:00 P.M.
      (herein called “normal business hours”); (b) furnish heat or air conditioning to
      the Leased Premises, when and as required during normal business hours; (c)
      cause the Leased Premises to be kept clean, provided the same are kept in order
      by Tenant. Landlord shall have no responsibility to provide any services under
      (a) or (b) above except during normal business hours. After hours services
      shall
      be provided at the expense of the Tenant and shall be made pursuant to terms
      and
      conditions acceptable to Landlord and embodied in a separate written agreement
      between Landlord and Tenant. Additional janitorial service beyond that required
      for normal office use shall likewise be at the expense of the Tenant and
      pursuant to terms, conditions and costs established by the Landlord in its
      sole
      discretion. Landlord reserves the right to stop service of the heating, air
      conditioning, elevator, 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. Landlord shall have no responsibility or liability for failure
      to supply heat, air conditioning, elevator, plumbing, cleaning, and electric
      service, during said period or when prevented from so doing by laws, order,
      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.

     

    23. Electric
      Current.
      Subject
      to provisions of Section 5.4 hereof, Landlord will furnish Tenant throughout
      the
      Lease Term a reasonable amount of electric current at 110 volts for lighting
      purposes and for small items of office equipment such as dictating machines,
      typewriters, and copying machines. Landlord shall be under no obligation to
      furnish electric power at any hours other than normal business hours, or for
      the
      operation of any other electrical equipment or appliance, unless arrangements
      for such after-hours operations, or for the installation of such electrical
      equipment or appliance, shall have been made pursuant to terms and conditions
      acceptable to Landlord and embodied in a separate written agreement between
      Landlord and Tenant. In the event the Tenant uses electrical services, in excess
      of that required for normal office use or during periods other than normal
      business hours or both, then such excess services shall be supplied at the
      expense of Tenant, pursuant to terms, conditions and costs established by the
      Landlord in its sole discretion.

     

    24. Fees
      and Expenses.
      If
      Tenant shall default in the observance or performance or any term of covenant
      on
      Tenant’s part to be observed or performed under or by virtue of any of the terms
      or provisions in this Lease, Landlord may immediately, or at any time thereafter
      and without notice, perform the same for the account of Tenant, and if Landlord
      makes any expenditures or incurs any obligations for the payment of money in
      connection therewith including, but not limited to, attorney’s fees in
      instituting, prosecuting or defending any action or proceeding, such sums paid
      or obligations incurred with interest and costs shall be deemed to be additional
      rent hereunder and shall be paid by Tenant to Landlord within five (5) days
      of
      rendition of any bill or statement to Tenant therefor.

     

    25. Several
      Liability.
      If the
      Tenant shall be one or more individuals, corporations or other entities, whether
      or not operating as a partnership or joint venture, then each such individual,
      corporation, entity, joint venturer or partner shall be deemed to be both
      jointly and severally liable for the payment of the entire rent and other
      payments specified herein.

     

    26. Acceptance
      of Leased Premises.
      Tenant
      shall examine the Leased Premises prior to taking possession thereof, and shall
      represent in writing to Landlord prior to taking possession if in any respect
      the Leased Premises are not in good order and repair, Tenant shall not occupy
      the Leased Premises before the Leased Premises comply with all requirements
      of
      Tenant and all obligations of Landlord with respect to the condition, order
      and
      repair thereof. Tenant’s occupancy of the Leased Premises shall constitute
      acceptance thereof as complying with all requirements of Tenant and obligations
      of Landlord with respect to the condition, order and repair
      thereof.

     

    27. Inability
      to Perform.
      This
      Lease and the obligation of Tenant to pay rent hereunder and perform all of
      the
      other covenants and agreements hereunder on the part of Tenant to be performed
      shall in no way be affected, impaired or excused because Landlord is unable
      to
      fulfill any of its obligations 

     

     

    
      

        
          	
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    under
      this Lease or to supply, or is delayed in supplying, any service to be supplied
      by it under the terms of this Lease or is unable to make, or is delayed in
      making any repairs, additions, alterations, or decorations or is unable to
      supply, or is delayed in supplying, any equipment or fixtures if Landlord is
      prevented or delayed from so doing by reason of any outside cause whatsoever
      including, but not limited to, injunction, court order or decree, strikes or
      labor troubles, governmental preemption in connection with a National Emergency,
      or by reason of any rule, order or regulation of any department or subdivision
      of any government agency or by reason of the conditions of supply and demand
      which have been or are affected by war or other emergency. Similarly, Landlord
      shall not be liable for any interference with any services supplied to Tenant
      by
      others if such interference is caused by any of the reasons listed in this
      Section 27. Nothing contained in this Section 27 shall be deemed to impose
      any
      obligation on Landlord not expressly imposed by other sections of this
      Lease.

     

    28. No
      Waivers.
      The
      failure of Landlord to insist, in any one or more instances, upon a strict
      performance of any of the covenants of this Lease, or to exercise any option
      herein contained, shall not be construed as a waiver, or a relinquishment for
      the future, of such covenant or option, but the same shall continue and remain
      in full force and effect. The receipt by Landlord of rent, with knowledge of
      the
      breach of any covenant hereof, shall not be deemed a waiver of such breach,
      and
      no waiver by Landlord of any provision hereof shall be deemed to have been
      made
      unless expressed in writing and signed by Landlord.

     

    29. Access
      to Premises and Change in Services.
      Landlord shall have the right, without abatement of rent, to enter the Leased
      Premises on reasonable notice to Tenant, except for emergencies, to examine
      the
      same, or to make such repairs and alterations as Landlord shall deem necessary
      for the safety and preservation of the Building, and also to exhibit the Leased
      Premises to be let. If, during the last month of the term, Tenant shall have
      removed all or substantially all of Tenant’s property therefrom, Landlord may
      immediately enter and alter, renovate and redecorate the Leased Premises,
      without elimination or abatement of rent, or incurring liability to Tenant
      for
      any compensation, and such acts shall have no effect upon this Lease. Nothing
      herein contained, however, shall be deemed or construed to impose upon Landlord
      any obligation, responsibility or liability whatsoever, for the care,
      supervision or repair, of the Building or any part thereof, other than as herein
      elsewhere expressly provided. Landlord shall also have the right at any time,
      without the same constituting an actual or constructive eviction and without
      incurring any liability of Tenant therefor, to change the arrangement and/or
      location of entrances or passageways, doors and doorways, and corridors, stairs,
      or any other public parts of the Building, and to change the name by which
      the
      Building is commonly known and/or its mailing address.

    


    30. Estoppel
      Certificates.
      Tenant
      agrees at any time and from time to time upon not less than ten (10) days’ prior
      notice by Landlord or the holder of any mortgage or security interest in all
      or
      any part of the Real Property to execute, acknowledge and deliver to Landlord
      or
      such holder, as the case may be, a statement in writing in such form as Landlord
      or the holder of any mortgage or security interest in all or any part of the
      Real Property may require, certifying among other things (i) whether the Tenant
      is in possession of the Leased Premises and conducting business with the public
      therefrom and specifying the date of the commencement of such possession, (ii)
      whether all required contributions by Landlord to Tenant, or by Tenant to
      Landlord, as the case may be, on account of improvements to the Leased Premises
      have been made, (iii) the amount of any security deposit paid by Tenant, (iv)
      the actual date of commencement and termination of the Lease Term, (v) that
      this
      Lease is unmodified and in full force (or if there have been modifications,
      that
      the same is in full force and effect as modified and stating the modifications)
      and the dates to which the rent and other charges have been paid in advance,
      if
      any, and stating whether or not to the best knowledge of the signer of such
      certificate Landlord is in default in performance of any covenant, agreement
      or
      condition contained in the Lease and, if so, specifying each such default of
      which the signer may have knowledge, it being intended that any such statement
      delivered hereunder may be relied upon by third parties not a party to this
      Lease.

     

    31. Subordination.
      Tenant
      accepts this Lease, and the tenancy created hereunder, subject and subordinate
      to any first mortgage or other first security interest now or hereafter a lien
      upon or affecting the Real Property or any part thereof. Tenant shall, at any
      time hereafter, on request, execute any instruments or leases or other documents
      that may be required by any holder of a first mortgage or other first security
      interest or by Landlord for the purpose of subjecting or subordinating this
      Lease and the tenancy created hereunder to the lien of any such first mortgage
      or first security interest, and the failure of Tenant to execute any such
      instruments, releases or documents shall constitute a default
      hereunder. See
      Rider
      31.


     

    Tenant
      acknowledges the right of the holder of any first mortgage or other first
      security interest in all or any part of the Real Property to subordinate its
      first mortgage or other first security interest either in whole or in part
      to
      this Lease. Tenant agrees at any time and from time to time, upon not less
      than
      five (5) days notice to execute, acknowledge and deliver to such holder the
      Tenant’s agreement to such a subordination in such form as such holder may
      require. Without limiting the generality of the foregoing, the form of
      subordination of the first mortgage or other first security interest may provide
      that it does not affect, is not applicable to, and expressly excludes the
      following: (i) the prior right, claim and lien of the first mortgage or first
      security interest in, to and upon any award or other compensation heretofore
      or
      hereafter to be made for any taking by eminent domain of any part of the Real
      Property, and to the right of disposition thereof in accordance with the
      provisions of the first mortgage or first security interest; (ii) the prior
      right, claim and lien of the first mortgage or first security interest in,
      to
      and upon any proceeds payable under all policies of fire and rent insurance
      upon
      the Real Property, or any part thereof, and as to the right of disposition
      thereof in accordance with the terms, of the first mortgage or first security
      interest; and (iii) any lien, right, power or interest, if any, which may have
      arisen or intervened in the period between the recording of the first mortgage
      of first security interest and the execution of this Lease, or any lien or
      judgment which may arise at any time under the terms of this Lease.

     

    32. Attornment.
      Tenant
      agrees that upon any termination of Landlord’s interest in the Leased Premises,
      Tenant will, upon request, attorn to the person or organization then holding
      title to the reversion of the Leased Premises (the “Successor”) and to all
      subsequent Successors, and will pay to the Successor all of the rents and other
      monies required to be paid by the Tenant hereunder and perform all of the other
      terms, covenants, conditions and obligations in this Lease
      contained.

     

    33. Notices.
      All
      notices, demands and requests required under this Lease shall be in writing.
      All
      such notices, demands and requests shall be deemed to have been properly given
      if sent by United States registered or certified mail, postage prepaid,
      addressed (i) if to the Landlord at The Greenland Corporation, 1122 Kenilworth
      Drive, Suite 401, Towson, MD 21204 or (ii) if to Tenant at the Leased
      Premises.

    Any
      party
      may designate a change of address by written notice to the above parties, given
      at least 10 days before such change of address is to become
      effective.

    Notices,
      demands and requests which shall be served by registered or certified mail
      in
      the manner aforesaid shall be deemed sufficiently served or given for all
      purposes hereunder at the time such notice, demand or request shall be mailed
      by
      United States mail as aforesaid in any Post Office or Branch Post Office
      regularly maintained by the United States Postal Service.

     

    34. Possession.
      If the
      Landlord is unable to give the Tenant possession of the Leased Premises on
      the
      date specified in paragraph 2 above for the commencement of the Lease


     

     

    
      

        
          	
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    Term,
      by
      reason of the fact that the Building has not been sufficiently completed to
      make
      the Leased Premises ready for occupancy, or the improvements to the Leased
      Premises specified in Paragraph 43 below have not been sufficiently completed,
      or a prior tenant has held over beyond the term of its lease, or for any other
      reason, this Lease shall remain in full force and effect and the Landlord shall
      not be subject to any liability for failure to give possession on that date.
      However, except in the case of a delay due to the Tenant, no rent shall be
      payable during any such period of inability to give possession and the date
      for
      the commencement of the Lease Term (the “Commencement Date”), instead of being
      the date specified in paragraph 2 above, shall be and become the date which
      is
      the earlier of (a) the date the Leased Premises are occupied by the Tenant
      or
      (b) 15 days following the date the Landlord shall mail or deliver to the Tenant
      a certificate stating that the Leased Premises are ready for occupancy. In
      the
      event the Commencement Date is postponed pursuant to this Paragraph 34 the
      date
      for the termination of the Lease Term (the “Termination Date”) specified in
      paragraph 2 above shall also be postponed for a like number of days, it being
      understood that the term of this Lease shall be for the number of years
      specified in paragraph 2 above. In the event of any dispute as to when the
      Leased Premises are ready for occupancy the decision of the Landlord’s
      representatives shall be final. In the event that for any reason the Leased
      Premises are not ready for occupancy within sixty (60) days from the date for
      the commencement of the Lease Term specified in paragraph 2 above, then the
      Landlord and the Tenant shall each have the right to terminate this Lease upon
      written notice to the other party unless the failure to have the Leased Premises
      ready for occupancy is by reason of the Tenant’s failure to comply with the
      terms of this Lease in which event the Lease shall remain in full force and
      effect unless the Landlord shall elect to terminate the same. The Landlord’s
      right to elect to terminate this Lease pursuant to the last clause of the
      preceding sentence shall be in addition to any other rights or remedies the
      Landlord may have against the Tenant arising from the Tenant’s breach of its
      obligations under this Lease. In the event this Lease shall terminate pursuant
      to the election of the Landlord or the Tenant, the Tenant shall promptly
      reimburse the Landlord for the cost of all improvements installed in the Leased
      Premises at the Landlord’s expense pursuant to the provisions of paragraph 43
      below.

     

    If
      permission is given to Tenant to enter into the possession of the Leased
      Premises prior to the date for the commencement of the Lease Term specified
      in
      paragraph 2 above, Tenant covenants and agrees that such occupancy shall be
      deemed to be under all the terms, covenants, conditions and provisions of this
      Lease, including the payment of rent, and the termination date shall remain
      the
      same date specified in paragraph 2 above.

     

    35. Vacation
      of Premises.
      Tenant
      shall vacate the premises at the end of the term of this Lease or any extension
      or renewal thereof. If Tenant fails to vacate at such time, there shall be
      payable to Landlord an amount equal to 11⁄2 times the monthly rent stated in
      paragraph 5 for each month or part of a month that Tenant holds over, plus
      all
      other payments provided for herein, and the payment and acceptance of such
      payments shall not constitute an extension or renewal of this Lease. In event
      of
      any such holdover, Landlord shall also be entitled to all remedies provided
      by
      law for the speedy eviction of tenants, and to the payment of all attorneys’
fees and expenses incurred in connection therewith.

    36. Partners’
      Liability.
      It is
      understood that the Owner is a Maryland partnership. All obligations of the
      Owner hereunder are limited to the net assets of the Owner from time to time.
      No
      General or Limited Partner of the Owner, or of any successor partnership,
      whether now or hereafter a partner, shall have any personal responsibility
      for
      the obligations of Landlord hereunder. The Tenant acknowledges that The
      Greenland Corporation is acting only as Agent for the Owner and that The
      Greenland Corporation shall have no liability to perform any of the obligations
      imposed upon the Landlord by the terms of this Lease.

     

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

     

    38. Captions.
      All
      headings anywhere contained in this Lease are intended for convenience of
      reference only and are not to be deemed or taken as a summary of the provisions
      to which they pertain or as a construction thereof.

     

    39. Brokers.
      Tenant
      represents that Tenant has dealt directly with, and only with, Colliers
      Pinkard and Mac Kenzie Commercial Real Estate Services, LLC as broker in
      connection with this Lease, and that insofar as Tenant knows, no other broker
      negotiated this Lease or is entitled to any commissions in connection with
      it.

     

    40. Recordation.
      Tenant
      covenants that it will not record this Lease or offer this Lease for
      recordation. If at any time Landlord or any mortgagee of Landlord’s interest in
      the Leased Premises shall require the recordation of this Lease, such
      recordation shall be at Landlord’s expense. If at any time Tenant shall require
      the recordation of this Lease, such recordation shall be at Tenant’s expense. If
      the recordation of this Lease shall be required by any valid governmental order,
      or if any governmental authority having jurisdiction in the matter shall assess
      and be entitled to collect transfer taxes or documentary stamp taxes, or both
      transfer taxes and documentary stamp taxes on this Lease, Tenant will execute
      such acknowledgments as may be necessary to effect such recordation, and pay,
      upon request of Landlord, all recording fees, transfer taxes and documentary
      stamp taxes payable on, or in connection with this Lease or such
      recordation.

     

    41.
       Intentionally
      deleted

     

    42. Successors
      and Assigns.
      The
      covenants, conditions and agreements contained in this Lease shall bind and
      inure to the benefit of Landlord and Tenant, and their respective heirs,
      distributees, executors, administrators, successors and, except as otherwise
      provided in this Lease, their assigns. In the event the Landlord or any
      successor Landlord shall convey the Real Property, the Landlord shall, upon
      such
      conveyance, be released from all further liabilities and obligations of the
      Landlord under this Lease and such further liabilities shall thereupon become
      binding upon the new owner of the Real Property.

     

    43. Improvements
      to Leased Premises.
      Tenant
      agrees to accept the Leased Premises in the condition existing on the date
      of
      this Lease. Any improvements or modifications to the Leased Premises shall
      be
      subject to the approval of the Landlord, shall be designed in accordance with
      Landlord’s then existing standard specifications and policies, shall be
      installed by the Landlord and shall be the property of the Landlord. All costs
      of such improvements and/or modifications shall be paid by the Tenant. Tenant
      will furnish to Landlord its final requirements and full payment for the
      estimated cost of same not later than sixty (60) days prior to the date
      specified in Paragraph 2 above for the commencement of the Lease Term. Within
      5
      days after Landlord’s submission of final drawings and conditions, Tenant shall
      approve same in writing. Notwithstanding anything in this Lease to the contrary,
      should the Tenant request changes to the improvements or modifications to the
      Leased Premises after its submission of its final requirements or should the
      Tenant fail to comply with any requirement by the date stated or within the
      time
      specified, any delay in completing the improvements and/or modifications shall
      not in any manner affect the date for the commencement of the Lease Term or
      Tenant’s liability for the payment of rent beginning on such date.

     

    In
      the
      event Tenant’s plans specify any non-building standard improvements the
      inquiring, pricing, delivering and/or installing of, which precludes Landlord
      from completing the Leased Premises for Tenant’s occupancy by what would
      otherwise be the date for the commencement of the Lease Term, or any work to
      be
      performed by Tenant’s contractors’ delay Tenant’s occupancy by what would
      otherwise be the date for the commencement of the Lease 

     

    
      

        
          	
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    Term,
      Tenant shall nevertheless remain liable for the payment of rent from such date.
      Landlord shall insure that all improvements installed by Landlord in the Leased
      Premises comply with governing statutes, laws and ordinances, etc. See Rider
      43.

     

    44. Modification.
      It is
      understood and agreed that the terms of this Lease shall be modified, if so
      required, for the purpose of complying with or fulfilling the requirements
      of
      any party secured under any mortgage or deed of trust or ground lease now or
      hereafter of record with respect to the Real Property or any part thereof
      provided that such modification shall not be in substantial derogation or
      diminution of any of the rights of the Tenant hereto, nor substantially increase
      any of the obligations or liabilities of the Tenant. Failure of Tenant to
      execute any such modification within fifteen (15) days after written request
      will constitute a material default hereunder.

     

    45. Hazardous
      Materials.
      Tenant
      shall not (either with or without negligence) cause or permit the escape,
      disposal or release of any biologically or chemically active or other hazardous
      substances, or materials. Tenant shall not allow the storage or use of such
      substances or materials in any manner not sanctioned by law or by the highest
      standards prevailing in the industry for the storage and use of such substances
      or materials, nor allow to be brought into the Project any such materials or
      substances except to use in the ordinary course of Tenant’s business, and then
      only after written notice is given to Landlord of the identity of such
      substances or materials. Without limitation, hazardous substances and materials
      shall include those described in the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
      et
      seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
      6901 et seq., any applicable state or local laws and the regulations adopted
      under these acts. If any lender or governmental agency shall ever require
      testing to ascertain whether or not there has been any release of hazardous
      materials, then the reasonable costs thereof shall be reimbursed by Tenant
      to
      Landlord upon demand as additional charges if such requirement applies to the
      Premises. In addition, Tenant shall execute affidavits, representations and
      the
      like from time to time at Landlord’s request concerning Tenant’s best knowledge
      and belief regarding the presence of hazardous substances or materials on the
      Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere
      provided in this lease from any release of hazardous materials on the Premises
      occurring while Tenant is in possession, or elsewhere if caused by Tenant or
      persons acting under Tenant. The within covenants shall survive the expiration
      or earlier termination of the lease term. See Rider 46 & Rider
      47.

     

    


    IN
      WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this
      Lease as of the day and year first above written.

    


    

      
        	
                WITNESS:

              	
                THE
                  GREENLAND CORPORATION

              
	 	
                As
                  Agent for Riderwood Associates Limited
                  Partnership

              


      

    

    


    
      	
              /s/Cynthia
                J. Weeks

            	
              By:
                /s/Michael
                Saxon

            	
              (SEAL)

            
	 	
              Landlord

            	 
	 	 	 
	 	 	 
	
              ATTEST
                OR WITNESS FOR TENANT: 

            	
              Bay
                National Bank

            	 
	 	 	 
	 	 	 
	
              /s/Kristina
                Johnson

            	
              By:
                /s/Mark A. Semanie

            	
              (SEAL)

            
	 	
              Tenant

            	 


    

     

     

    
      

        
          	
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    RIDER
      19

    


    


    The
      Landlord will not unreasonably withhold its consent to an assignment of this
      Lease or an underlease of all or any portion of the Leased Premises. In the
      event of any dispute between the Landlord and Tenant as to whether or not the
      Landlord has unreasonably withheld its consent to any assignment or
      underletting, the Tenant’s sole remedy shall be to seek specific performance,
      and the issue of whether or not the Landlord shall be required to give consent
      shall be promptly submitted to binding arbitration by the then President of
      the
      Baltimore-Washington Chapter of the National Association of Industrial and
      Office Parks or an arbitrator appointed by him. Should the Landlord give its
      consent to any assignment or underlease or should such consent be required
      by
      the decision of the arbitrator, to the extent any rentals or other payments
      payable by the assignee or the underlessee are in excess of the rental payable
      under this Lease for the portion of the Leased Premises so assigned or underlet,
      one-half of such excess shall be paid to the Landlord as additional rent under
      this Lease. In no event shall the Landlord be required to give its consent
      to
      any assignment or underlease which provides for rental or other payments for
      use, occupancy or utilization of the Leased Premises or any portion thereof
      based in whole or in part on the net income or profit derived by any person
      from
      the property so underleased, used, occupied or utilized, and any such purported
      assignment or underlease shall be absolutely void and ineffective as a
      conveyance of any right or interest in the possession, use, occupancy or
      utilization of the Leased Premises or any part thereof. In the event the consent
      of the holder of any mortgage or other security interest on all or any part
      of
      the Real Property shall be required to any assignment of this Lease or to any
      underlease, then in no event shall the Landlord be required to give its consent
      if the holder of any such mortgage or other security interest shall fail or
      refuse to give its consent thereto. The Tenant agrees to reimburse the Landlord
      for all costs incurred by the Landlord relating to the subleasing including,
      but
      not limited to, charges of The Greenland Corporation for management services,
      legal fees and architectural and engineering fees.

    


    


    


    Initials:

    


    
      	 	 
	
              /s/MS__________________

            	
              _/s/MAS_______________________

            
	
              Landlord

            	
              Tenant
                

            


    

    


     

     

    
      

        
          	
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                    Building Lease - Rider 19

                   

                


        

      

       

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    RIDER
      31

    


    


    Non-Disturbance.
      This Lease shall include a Lease Subordination, Non-Disturbance and Attornment
      Agreement subject to the approval of the Holder of any first mortgage or other
      security interest on all or any part of the Real Property and on such forms
      as
      such Holder may require.

    


    


    Initials:

    


    
      	 	 
	
              /s/MS__________________

            	
              _/s/MAS_______________________

            
	
              Landlord

            	
              Tenant

            


    

    


     

     

    
       

      
        

          
            	
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                      Building Lease - Rider 31

                     

                  


          

        

         

      

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    RIDER
      43

    


    


    Prior
      to
      October 1, 2006, assuming all plans and specifications for the Leased Premises
      are agreed to by both parties in a timely manner and assuming all finishes
      are
      available in a timely manner, Landlord will make improvements to the Leased
      Premises in accordance with Exhibit C attached hereto or improvements similar
      thereto. Said improvements shall be installed in accordance with Landlord’s
      standard materials, specifications and policies for tenant improvements and
      shall not include the furniture and office equipment shown on Exhibit “C”, any
      telephone wiring or equipment, or any data wiring or equipment. Landlord
      reserves the right to make changes to the work if Landlord deems necessary
      as
      the result of existing field conditions, requirements of any governmental
      agencies, or sound engineering practices.

    


    Landlord
      will advance $51,804.00
      to pay
      for the cost of these improvements and Tenant will reimburse Landlord with
      monthly payments of $1,075.37
      from
December
      1, 2006,
      through
November
      30, 2011.
      The
      $1,075.37
      per
      month reimbursement is included
      in the
      $8,454.13
      monthly
      rent set forth in Paragraph 5.1 of the Lease and is not
      in
      addition thereto. 

    


    Except
      as
      modified by this rider, Paragraph 43 of the Lease remains unmodified and in
      full
      force and effect.

    


    


    


    INITIALS:

    


    
      	 	 
	
              /s/MS__________________

            	
              _/s/MAS_______________________

            
	
              Landlord

            	
              Tenant

            


    

    


     

     

    
       

      
        

          
            	
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                      Building Lease - Rider 43

                     

                  


          

        

         

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    RIDER
      46

    


    


    Renewal.
      Tenant shall have the right to renew this Lease for one additional term of
      five
      years. Written notice of the Tenant’s election to renew this Lease must be given
      at least 6 months, but not more than 9 months, prior to the termination date
      of
      the original Lease Term. The renewal term shall be subject to all of the
      covenants and agreements of this Lease except for this option to renew and
      except that the Basic Annual Rent payable for the first Lease Year of the
      renewal term shall be equal to the greater of (i) Twelve times the Basic Annual
      Rent payable during the last
      month of
      the first
      Lease
      Year of the original
      term of
      this Lease (in which case the amount of the Base Year Taxes and Base Year
      Expenses throughout the renewal term shall remain as specified in paragraph
      5.2
      of this Lease and the Basic Annual Rent shall be subject to an increase at
      the
      end of each Lease Year by the percentage increase specified in paragraph 5.1
      of
      this Lease) or (ii) the Basic Annual Rent at which similar space within the
      Building is or would be offered for lease to a renewing tenant for a similar
      term on the date the Tenant’s written notice of its election to renew is
      received by the Landlord (in which case the Base Year Taxes, Base Year Expenses
      and annual increase in Basic Annual Rent shall all be the same as is or would
      be
      offered to that renewing tenant.)

    


    Upon
      the request of the tenant, the Landlord shall repaint the painted surfaces
      in
      the suite and shampoo the carpet in the suite, all at a time convenient to
      the
      tenant any time after the notice of the Tenant’s election to renew this Lease
      has been received by Landlord.

    


    


    INITIALS:

    


    
      	 	 
	
              /s/MS__________________

            	
              _/s/MAS_______________________

            
	
              Landlord

            	
              Tenant

            


    

    


    


     

     

    
       

      
        

          
            	
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    RIDER
      47

    


    


    Right
      of First Refusal for Added Space:
      After
      the next leasing thereof to third parties, should any of the leasable area
      on
      the south wing of the first floor become available for lease, and should the
      Tenant in Possession be unwilling to lease the same, Landlord shall notify
      Tenant and Tenant shall have the right to add such space (“Added Space”), in its
      entirety only, to this Lease under all the terms and conditions of this Lease
      except that the Basic Annual Rent for the Added Space shall be equal to the
      Basic Annual Rent that space within the Building similar to the Added Space
      is
      being or would be offered for lease on the date of the Landlord’s notice to
      Tenant of the availability of the Added Space. For purposes of this paragraph,
      a
      Tenant in Possession shall be any tenant under an existing lease for the Added
      Space, or any assignee or underlessee thereof. Landlord shall notify Tenant
      of
      the availability of the Added Space prior to the later of (i) 30 days after
      the
      time the landlord is notified that the Tenant in Possession does not want to
      the
      continue its possession or (ii) 4 months prior to the termination of the
      possession of the Tenant in Possession. The Tenant’s right to lease the Added
      Space shall expire unless the Tenant gives written notice to the Landlord
      exercising its right within 15 days of the date of the Landlord’s notice to the
      Tenant of the availability of the Added Space.

    


    


    Initials:

    


    
      	 	 
	
              /s/MS__________________

            	
              _/s/MAS_______________________

            
	
              Landlord

            	
              Tenant
                

            


    

    


     

     

    
       

      
        

          
            	
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                      Building Lease - Rider 47

                     

                  


          

        

         

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    EXHIBIT
      “A”

     

    


     

    


     

    The
      Exchange Office Building

     

    First
      Floor

     

    4,317
      Square Feet Gross Leasable Area

     

    3,834
      Square Feet Net Usable Area

     

    


     

    

     

     

    
       

      
        

          
            	
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                      Building Lease - Exhibit A

                     

                  


          

        

         

      



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      “B”

     

    RULES
      AND REGULATIONS

     

    November
      1, 1990

     


    1. Parking
      and the access drives thereto are provided solely as an accommodation to tenants
      on a non-exclusive basis. The use of the parking areas and drives shall be
      at
      the vehicle owner’s sole risk. Tenant (a) will observe all parking and traffic
      regulations promulgated from time to time by the Landlord, (b) will park only
      properly tagged and functioning motor vehicles in the parking areas and will
      not
      permit or maintain any commercial vehicles, trucks, trailers, campers or boats
      in or about the Real Property, and (c) will not permit the use of the parking
      areas for the washing, storage or repair of any motor vehicle. Landlord shall
      have the right to have any non-complying vehicle towed away and stored at
      Tenant’s risk and expense. Tenant does hereby further irrevocably constitute and
      appoint Landlord as its attorney in fact to remove any vehicle parked in
      violation of said rules and regulations, and to store the same at the expense
      of
      the Tenant in such place or places as Landlord, as its sole discretion, may
      deem
      proper.

     

    2. Tenants
      may not place any objects on the exterior of the building, the grounds or in
      the
      common use areas of the building. Tenants may not place any object on the Leased
      Premises which can be seen from the grounds or the common use areas. Tenant
      may
      not remove the standard building venetian blinds or visually obstruct same
      as
      seen from the outside of the Building.

     

    3. The
      sidewalks, ramps, lobbies, passages, elevators and stairways shall not be
      obstructed by the Tenant or used by the Tenant for any purpose other than
      ingress and egress from and to the Tenant’s Leased Premises. The Landlord shall
      in all cases retain the right to control or prevent access thereto by any person
      whose presence, in the Landlord’s judgment, would be prejudicial to the safety,
      peace, character or reputation of the Real Property or of any tenant
      thereof.

     

    4. No
      bicycles, motor scooters or any other type of vehicle shall be brought into
      the
      Building.

     

    5. All
      deliveries of furniture, equipment and supplies shall be made under the
      direction and control of the Landlord and shall be approved in advance by the
      Landlord. All such deliveries shall be made via routes and in accordance with
      elevator regulations established by Landlord. Tenant shall protect the Building
      and the elevator during the movement of all such furniture, equipment and
      supplies and shall pay the reasonable cost of repairing such damages to
      same.

     

    6. Tenant
      will not make any changes, modifications or alterations to the Leased Premises
      without the written permission of the Landlord. Tenant will make no changes
      or
      tie-ins to the Building’s mechanical, electrical or phone systems without the
      approval of the Landlord as to type of equipment, manner of tie-in and
      contractor performing the work.

     

    7. Tenant
      shall use the building equipment only for the uses intended. Tenant agrees
      not
      to misuse or overload the building equipment.

     

    8. Tenant
      shall not enter the mechanical, electrical, telephone, janitor or maintenance
      rooms or interfere with any mechanical, electrical or maintenance
      equipment.

     

    9. Tenant
      shall not place any signs or advertising or notices anywhere on the Real
      Property. Landlord shall have the right to prohibit any advertising by Tenant
      which in Landlord’s opinion tends to impair the reputation of the Real Property
      or its desirability. Upon written notice from Landlord, Tenant shall refrain
      from or discontinue such advertising.

     

    10. Tenant
      shall not do anything which will interfere with the rights of other tenants
      or
      in any way injure or annoy them or those having business with them.

     

    11. Tenant
      agrees not to change the locks on the doors to the Leased Premises or to install
      additional locks, chains or other fasteners. Upon termination of the tenancy,
      all keys to the Leased Premises will be returned to the Landlord.

     

    12. Tenant
      agrees not to use, install and/or operate equipment or machinery which produces
      music, sound vibration or other noise which is audible beyond the Leased
      Premises.

     

    13. Tenant
      agrees not to possess, store or test materials which could cause fire or
      explosion or produce fumes, vapor or odors.

     

    14. Landlord
      shall not be responsible to Tenant for any loss of property from the Leased
      Premises or for any damage done to the effects of Tenant by any of its
      employees, by janitors, or by any other person or any other cause.

     

    15. Tenant
      will not permit any vending machines or other food services on the Leased
      Premises.

     

    16. No
      birds,
      fish or other animals may be brought on to the Real Property at any
      time.

     

    17. Canvassing,
      soliciting, and peddling on the Real Property are prohibited, and Tenant shall
      cooperate to prevent the same.

     

    18. The
      use
      of any room within the Building as sleeping quarters is absolutely
      prohibited.

     

     

    
       

      
        

          
            	
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                      Building Lease - Exhibit B

                     

                  


          

        

         

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    19. Landlord
      may from time to time promulgate rules with respect to the security of the
      Building. Tenant agrees (a) to observe these rules and regulations and (b)
      to
      make certain that the Building is secure when entering or leaving the Building
      at times other than “normal business hours.” At the end of each business day,
      the Tenant shall see that the doors to the Leased Premises are securely locked
      and that all lights and all standard office equipment within the Leased Premises
      are turned off.

     

    20. 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:

     

      
       (a) The
      exclusive right to use 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 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 anyone the right to conduct any particular business or undertaking
      in
      the Building.

     

    21. Tenant
      agrees to keep the Leased Premises in a neat, good and sanitary condition and
      to
      place garbage, trash, rubbish and all other disposables only where Landlord
      directs.

     

    22. To
      the
      extent the Tenant has the right to use private open space areas, roadways and
      other common facilities adjacent to or near the Property, Tenant will so use
      only as intended and will abide by any rules and regulations pertaining to
      the
      use thereof, which may be in effect from time to time.

     

    23. Failure
      of the Landlord to insist upon a strict compliance with any of these rules
      and
      regulations or to exercise any option herein contained shall not be construed
      as
      a waiver of such rule, regulation or option and all such rules, regulations
      and
      options shall remain in full force and effect. Nothing in these Rules and
      Regulations shall give any Tenant any right or claim against the Landlord or
      any
      other person if the Landlord does not enforce any of them against any other
      tenant or person (whether or not the Landlord has the right to enforce them
      against such tenant or person), and no such non-enforcement with respect to
      any
      tenant shall constitute a waiver of the right to enforce them as to the Tenant
      or any other tenant or person.

    
 

     

    As
      used in all of the above Rules and Regulations, the term
“Tenant”

     

    shall
      include the employees, guests and invitees of the Tenant.

     

     

    
       

      
        

          
            	
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                      Building Lease - Exhibit B

                     

                  


          

        

         

      



     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     


    EXHIBIT
      “C”

     

    


     

    


     

    The
      Exchange Office Building

     

    Suite
      100

     

    


     

    


    

    


     

    


     

    


    
       

      
        

          
            	
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                    Office
                      Building Lease - Exhibit C