CARROLLTON BANCORP
Business
PART II ITEM 5: MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders        PART II
Market for Registrant's Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A: CONTROLS AND PROCEDURES ITEM 9B: OTHER INFORMATION PART III ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS OF THE REGISTRANT ITEM 11: EXECUTIVE COMPENSATION ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  EXHIBIT INDEX        EX-10.12 2 a2167997zex-10_12.htm EXHIBIT 10.12       QuickLinks  -- Click here to rapidly navigate through this document  Exhibit 10.12   TURF VILLAGE OFFICES, LLC.    STANDARD LEASE AGREEMENT               TABLE OF CONTENTS         1.   DEFINITIONS   1   2.   DEMISE OF PREMISES   3   3.   IMPROVEMENTS   3   4.   RENT   4   5.   LATE PAYMENTS   4   6.   SECURITY DEPOSIT   4   7.   RENEWAL   4   8.   UTILITIES   4   9.   TAXES   5   10.   COMMON AREAS AND EXPENSES   5   11.   RESTRICTIONS ON USE; COMPLIANCE WITH LAW   6   12.   SERVICES, REPAIRS, AND MAINTENANCE BY TENANT   6   13.   REPAIRS BY LANDLORD   7   14.   PLACEMENT OF HEAVY EQUIPMENT   7   15.   FORCE MAJEURE   7   16.   SURRENDER OF PREMISES   7   17.   ABANDONING PREMISES OR PERSONAL PROPERTY   8   18.   QUIET ENJOYMENT   8   19.   IMDEMNIFICATION AND WAIVER OF CLAIM   8   20.   INSURANCE   8   21.   EFFECT ON INSURANCE   10   22.   TOTAL OR PARTIAL DESTRUCTION OF PREMISES   10   23.   TOTAL OR PARTIAL DESTRUCTION OF BUILDING   11   24.   ALTERATIONS   11   25.   MECHANICS' LIENS   11   26.   BREACH OR DEFAULT   12   27.   EFFECT OF BREACH   12   28.   LANDLORD'S LIEN   14   29.   ACCESS BY LANDLORD   14   30.   INTENTIONALLY DELETED   14   31.   ASSIGNMENT AND SUBLETTING   14   32.   CONDEMNATION   15   33.   EXECUTION OF ESTOPPEL CERTIFICATE   15   34.   SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE   16   35.   SIGNS AND ADVERTISING   16   36.   RULES AND REGULATIONS   17   37.   ACCORD AND SATISFACTION   17   38.   NO PARTNERSHIP   17   39.   HOLDING OVER   17   40.   EARLY TERMINATION   17   41.   RECORDATION   17   42.   WAIVERS   17   43.   REMEDIES FOR LANDLORD   17   44.   TABLE OF CONTENTS; CAPTIONS   17   45.   NOTICES   18   46.   APPLICABLE LAW   18   47.   SUCCESSORS AND ASSIGNS   18   48.   WAIVER OF TRIAL BY JURY   18   49.   RIGHTS OF AND CLAIMS AGAINST LANDLORD   18   50.   CALCULATION OF TIME   18   51.   ACCESS   19                      52.   SEVERABILITY   19   53.   COUNTERPARTS   19   54.   TOTAL AGREEMENT   19   55.   TIME OF THE ESSENCE   19   56.   COMMERCIAL PURPOSE   19        LIST OF EXHIBITS         Exhibit A   Description of the Premises   Exhibit B   Rules and Regulations        LIST OF SCHEDULES         Schedule 1   Landlord's Work   Schedule 2   Tenant's Work   Schedule 3   Parking   Schedule 4   Signage                STANDARD LEASE AGREEMENT              THIS STANDARD LEASE AGREEMENT (this "Lease") is made as of the          day of January, 2004 by and between TURF VILLAGE OFFICES, LLC, a Maryland limited liability company (hereinafter referred to as "Landlord"), and CARROLLTON MORTGAGE SERVICES, INC. (hereinafter referred to as "Tenant").      Recitals              Tenant desires to lease the Premises (hereinafter defined), within the Building (hereinafter defined) for the purposes set forth in Section 11, and Landlord and Tenant desire to enter into this Lease which defines their respective rights, duties, and liabilities relating to the Building and the Premises.          NOW, THEREFORE, WITNESSETH in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:          1.    DEFINITIONS.    For purposes of this Lease, Landlord and Tenant hereby agree that the following terms shall have the indicated meanings:           a.    Additional Rent:    all sums of money or charges required to be paid by Tenant under this Lease other than Annual Rent, whether or not such sums or charges are designated "Additional Rent."          b.    Annual Rent:    the amounts set forth below during the Original Term, and the amount set forth in Section 7 during any Renewal Term.      TERM        ANNUAL RENT   MONTHLY RENT   From 01/15/2004 to 03/14/2004   (13.25 ) $ 5,693.08   $ 2,846.54   From 03/15/2004 to 01/14/2005   (13.64 ) $ 29,303.20   $ 2,930.32   From 01/15/2005 to 01/14/2006   (14.05 ) $ 36,220.80   $ 3,018.40   From 01/15/2006 to 01/14/2007   (14.47 ) $ 37,303.56   $ 3,108.63             c.    Assignment:    any assignment, transfer, mortgage, or encumbrance, whether voluntarily, involuntarily, or by operation of law, of Tenant's interest in this Lease, any sublease by Tenant, any license by Tenant of space in the Premises, or any concession agreement by Tenant with respect to all or part of the Premises, any agreement by Tenant giving any other person the right to use all or part of the Premises, or such other events determined to be Assignments pursuant to Section 31.          d.    Base Year Operating Expenses:    The total amount of Operating Expenses for the calendar year January 1, 2004 to December 31, 2004.          e.    Base Year Taxes:    The total amount of Taxes for the fiscal year July 1, 2004 to June 30, 2005.          f.    Building:    the 32,000 square foot office building located on the Property and known as 2300 York Road, Timonium, Maryland 21093.          g.    Commencement Date:    the date Landlord tenders possession to the Tenant, anticipated to occur on or about January 15, 2004, except that if such date is hereafter advanced to postponed pursuant to any provision of this Lease, or by written agreement of the parties hereto, the date to which it is advanced or postponed.          h.    Common Areas:    those portions of the Property which Landlord may from time to time designate for Tenant's non-exclusive use.   1                i.    Hazardous Material:    any hazardous or toxic substance, material, or waste including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172. 101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials, and wastes that are or become regulated under any applicable federal, state, or local law, ordinance, or regulation including, but not limited to, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund"), the Clean Air Act, and the Clean Water Act.          j.    Landlord:    Turf Village Offices, LLC, a Maryland limited liability company.          k.    Landlord's Address:    10233 South Dolfield Road, P.O. Box 369, Owings Mills, Maryland 21117, Attn: Ms. Sharon Dowell.          l.    Monthly Installment of Annual Rent:    an amount equal to one-twelfth (1/12th) of the Annual Rent.          m.    Mortgage:    any mortgage, deed of trust, ground lease or security agreement affecting the Property or, any part thereof, at any time.          n.    Mortgagee:    the beneficiary of any Mortgage.          o.    Normal Business Hours:    the hours from 8 a.m. to 6 p.m. Monday through Friday, and 9 a.m. to 1 p.m. on Saturday, except legal holidays observed by the United States federal government.          p.    Notices:    all notices, requests, demands, or other communications which may be or are required or permitted to be served or given under this Lease.          q.    Operating Expenses:    Commencing with Year Two of reasonable expenses incurred by Landlord in connection with the operation of the Property. By way of example, but without limitation, operating expenses shall include any and all of the following: casualty and liability insurance; management fees; common area maintenance and repairs, trash removal; snow removal, grounds maintenance, cleaning of common areas, security services, water and sewer charges and/or fees, and any and all other expenses or charges of any nature whatsoever, whether or not herein mentioned, which would be included in Operating Expenses in accordance with sound accounting and management principles generally accepted with respect to the operation of first class office buildings.          r.    Operating Expense Escrow Payment:    Commencing with Year 2 one-twelfth (1/12th) of Landlord's estimate of Tenant's Percentage of the increase in the Operating Expenses over the Base Year Operating Expenses.          s.    Original Term:    a period of three (3) years commencing on the Commencement Date. Should the Commencement Date fall other than on the fifteenth day of a month, the Term shall be equal to the number of years set forth herein plus the portion of the month remaining from the Commencement Date until the last day of the month.          t.    Premises:    Suites 114, 115 and 116 on the first floor of the Building, consisting of approximately Two Thousand Five Hundred Seventy-eight (2,578) rentable square feet, which is the space to be leased by Tenant hereunder and outlined on Exhibit A, attached hereto and incorporated by reference herein.          u.    Property:    all that tract or parcel of land owned by Landlord consisting of approximately 1.545 acres more or less being known as Lot 2 as shown on the Plat entitled "Timonium Heights"   2        as recorded among the Land Records of Baltimore County, Maryland in Plat Book SM 57, folio 135.          v.    Renewal Term:    a period of one (1) year commencing upon the expiration of the Original Term or any other Renewal Term. The Renewal Terms are referred to as the "First Renewal Term," the "Second Renewal Term," and "Third Renewal".          w.    Rent:    all Annual Rent, Monthly Installments of Annual Rent, and Additional Rent payable by Tenant to Landlord under this Lease.          x.    Security Deposit:    None.          y.    Taxes:    all taxes, assessments, and governmental charges of any kind and nature whatsoever levied or assessed against the Property.          z.    Tax Escrow Payment:    Commencing with Year two and any renewals thereafter one-twelfth (1/12) of Landlord's estimate of Tenant's percentage of the increases in the Taxes over Base Year Taxes.          aa.    Tenant:    Carrollton Mortgage Services, Inc. Robert Altieri. President          bb.    Tenant's Address:    344 N. Charles Street, Baltimore, Maryland 21201.          cc.    Tenant's Percentage:    Commencing with Year 2 and all renewals thereafter; Eight and 12/100ths percent (8.12%), the percentage equivalent to a fraction having as its numerator the number of square feet in the Premises (inclusive of a Twelve percent (12%) core factor) and as its denominator the number of square feet of rentable floor space in the Building (i.e. 31,751 square feet).          dd.    Term:    the Original Term and any Renewal Term as to which Tenant exercises an option.           When used herein, the singular shall apply to the plural, the plural the singular, and the use of any gender shall apply to all genders.          2.    DEMISE OF PREMISES.    Landlord leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term, Rent, and upon the terms, covenants, and conditions set forth herein.          3.    IMPROVEMENTS.              a.     Landlord agrees to perform or cause to be performed within a reasonable period of time all that work set forth on  Schedule 1 to be attached hereto and made a part hereof at the price indicated therein unless Landlord has agreed to permit Tenant to perform or cause to be performed said work. No improvements other than those on Schedule 1 will be performed or permitted without Landlord's prior written consent.          b.     Any work Landlord authorizes pursuant to Schedule 2 attached hereto and made a part hereof shall be performed at Tenant's expense. During Tenant's performance of such work, Tenant shall at its expense, remove from the Property all trash which it may accumulate. During such period of work, Tenant shall not unreasonably interfere with Landlord's construction activities and shall maintain workmen's compensation, liability and builder's risk insurance in amounts satisfactory to Landlord. All work done by Tenant shall be done in accordance with all applicable building codes, statutes, regulations, laws, ordinances of federal, state, county and municipal authorities and with any direction or order made pursuant to law by any public official or agency. All improvements (as distinguished from trade fixtures) shall be the property of Landlord and may not be removed without its consent.   3                c.     By opening the Premises for business, Tenant shall be deemed to have: (i) accepted the Premises, (ii) acknowledged that the Premises are ready for occupancy hereunder, and (iii) agreed that the obligations of the Landlord pursuant to the attached Schedule 1 have been fully performed.           4.    RENT.    Tenant shall pay Monthly Installments of Annual Rent in advance on the first day of each month for the Term of this Lease, without deduction, set-off, recoupment, counterclaim, or demand, at Landlord's Address or at such other place as shall be designated in writing by Landlord. If the Term shall commence or end on a day other than the first day of a month, the Monthly Installments of Annual Rent for any such partial month of the Term shall be prorated on a per diem basis. Upon the execution of this Lease, Tenant shall pay an amount equal to one (1) Monthly Installment of Annual Rent          5.    LATE PAYMENTS.    In the event that any Monthly Installment of Annual Rent or Additional Rent shall be past due for more than ten (10) days, Tenant shall pay to Landlord as Additional Rent a late charge equal to the greater of (a) five percent (5%) of the unpaid Rent, or (b) the interest on the unpaid Rent from the date when due until payment at the rate of fifteen percent (15%) per annum, or, if less, the highest rate permitted by law. The late charge imposed under this Section is not a penalty and has been agreed to by Landlord and Tenant as necessary to compensate Landlord for its additional costs associated with late payment.          6.    SECURITY DEPOSIT.    None.          7.    RENEWAL.    Upon the expiration of the Original Term, Tenant shall have an option to extend this Lease for a Renewal Term of one (1) year, provided that Tenant gives Landlord at least ninety (90) days prior written notice of its unconditional and irrevocable exercise of each such option and provided further Tenant is not then and has not been in default hereunder. In the event that Tenant exercises its option as to any Renewal Term, all provisions of this Lease shall apply during each Renewal Term except that the Annual Rent and Monthly Installments of Annual Rent which shall be as follows:     TERM    ANNUAL RENT   MONTHLY RENT    RENEWAL OPTION 1:                   From 01/15/07 to 01/14/08   $ 38,422.80   $ 3,201.90    RENEWAL OPTION 2:                   From 01/15/08 to 01/14/09     39,575.40     3,297.95    RENEWAL OPTION 3:                   From 01/15/09 to 01/14/10     40,762.56     3,396.88            8.    UTILITIES AND SERVICES.    From and after the Commencement Date, to the extent utilities are separately metered for the Premises, Tenant shall make arrangements with each utility company and public body to provide, in Tenant's name, electricity for heat, air conditioning and lighting and telephone, necessary for Tenant's use of the Premises. Tenant shall pay directly to the companies furnishing utility service the cost of all service connection fees and the cost of all utilities consumed throughout the Term. In the event that Tenant fails to pay in a timely manner any sum required under this Section, Landlord shall have the right, but not the obligation, to pay any such sum. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand therefore. To the extent any utilities are not separately metered for the Premises, Landlord shall furnish such utility services to Tenant, and in such event, the cost of provision of such services shall be charged to Tenant as Additional Rent. The amount charged for such utility service shall be determined by Landlord, which determination shall be  4       conclusive and binding on Tenant. Any additional Rent owing by Tenant to Landlord for utilities shall be due and payable within five (5) days after demand therefore.          9.    TAXES.             a.     Tenant shall be liable for all taxes levied against personal property, trade fixtures, and tenant improvements placed by Tenant in the Premises. If any such taxes based on the personal property or trade fixtures placed by Tenant in the Premises are levied against Landlord or Landlord's property, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.          b.     Landlord shall pay all Taxes currently assessed against the Building and the Property. Tenant agrees to pay to Landlord as Additional Rent Tenant's Percentage of all increases in taxes in excess of base year taxes commencing with Year Two. Landlord is authorized to deposit those funds in a non-interest-bearing account (in which account other monies of Landlord may be co-mingled provided Landlord maintains accurate books and records with respect thereto). Tenant authorizes Landlord to use the funds paid to Landlord under this Section to pay the Taxes levied or assessed against the Property. Each Tax Escrow Payment shall be Additional Rent and shall be due and payable at the same time and in the same manner as the time and manner of the payment of Annual Rent as provided herein. The Tax Escrow Payment account of Tenant shall be reconciled annually. If the Tenant's total Tax Escrow Payments are less than Tenant's Percentage of the increase in Taxes over the Base Year Taxes, Tenant shall pay the difference to Landlord upon demand; if the total Tax Escrow Payments of Tenant are more than Tenant's Percentage of the increase in Taxes over the Base Year Taxes, Landlord shall retain such excess and credit it to Tenant's Tax Escrow Payment obligation. If Tenant should fail to pay any Taxes required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Taxes. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand thereof. Excess escrow payments should be credited to any rent due.          c.     If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, levies, or charges levied, assessed, or imposed on real estate and the improvements thereon, there shall be levied, assessed, or imposed on Landlord a capital levy or other tax directly on the rents received there from and/or a franchise tax assessment, levy, or charge measured by or based, in whole or in part, upon such rents or the Building, then such taxes, assessments, levies, or charges that are in lieu of the present method of taxation shall be deemed to be included within the term "Taxes" for the purposes hereof.          d.     Any payment to be made pursuant to this Section with respect to the real estate tax year in which this Lease terminates shall bear the same ratio to the payment which would be required to be made for the full year as that part of such tax year covered by the Term of the Lease bears to a full tax year.          10.    COMMON AREAS AND EXPENSES.             In addition to the use of the Premises, Tenant, its employees, and business invitees shall have the right to use the Common Areas in common with Landlord and other tenants of the Building, their employees, and business visitors. Tenant shall not obstruct the Common Areas or use them for any purpose other than their customary or intended purposes. All Common Areas shall be subject to the exclusive control of Landlord. Landlord shall operate, manage, equip, police, light, and maintain the Common Areas, all in such manner as Landlord, in its sole discretion, may, from time to time determine, and Landlord shall have the sole right and exclusive authority to employ and discharge all personnel with respect thereto. Landlord hereby expressly reserves the right to maintain security for the Common Areas; to use and to allow others to use the Common Areas for any purpose; to change the size, area, level, location, and arrangement of the Common Areas; to close temporarily all or any  5       portion of the Common Areas for the purpose of making repairs, changes, or alterations thereto or performing necessary maintenance in connection with any emergency or for any other purpose whatsoever, whether such purpose is similar or dissimilar to the foregoing.          Commencing Year Two: Tenant agrees to pay Landlord as Additional Rent Tenant's Percentage of all Operating Expenses in excess of Base Year Operating Expenses attributable to the Property. During each month of the Term, Tenant shall pay to Landlord the Operating Expense Escrow Payment. Landlord is authorized to deposit those funds in a non-interest-bearing account (in which account other monies of Landlord may be comingled provided Landlord maintains accurate books and records with respect thereto). Tenant authorizes Landlord to use the funds paid to Landlord to pay the Operating Expenses. Each Operating Expense Escrow Payment shall be Additional Rent and shall be due and payable at the same time and in the same manner as the time and manner of the payment of Annual Rent as provided herein. The Operating Expense Escrow Account of Tenant shall be reconciled annually and a statement documenting the Operating Expenses for such year shall be provided to Tenant upon request. If the Tenant's total Operating Expense Escrow Payments are less than Tenant's Percentage of the increase in Operating Expenses over Base Year Operating Expenses, Tenant shall pay the difference to Landlord upon demand; if the total Operating Expense Escrow Payments of Tenant are more than Tenant's Percentage of the increase in Operating Expenses over Base Year Operating Expenses, Landlord shall retain such excess and credit it to Tenant's Operating Expense Payments.          11.    COMPLIANCE WITH LAW RESTRICTIONS ON USE.              a.     Tenant shall not use or permit the Premises, or any part thereof, to be used for any purposes other than general offices. Furthermore, no use of the Premises shall be made or permitted to be made that shall result in: (i) waste of the Premises or any part thereof, (ii) a public or private nuisance that may disturb the quiet enjoyment of Landlord or other tenants of the Property; (iii) improper, unlawful, or objectionable use; or (iv) noises or vibrations that may disturb the Landlord or other tenants. Tenant shall comply at its own expense with all restrictive covenants and governmental regulations and statutes affecting the Premises either now or in the future          b.     Tenant shall at all times during the Term comply with all laws, ordinances, and regulations of federal, state, and local authorities pertaining to Tenant's use of the Premises and with the recorded covenants, conditions, and restrictions, regardless of when they become effective, including, without limitation, all applicable federal, state, and local laws, ordinances, or regulations pertaining to air and water quality, Hazardous Material, waste disposal, air emissions, and other environmental matters, all zoning and other land use matters, utility availability, and with any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with respect to the use or occupation of the Premises.           12.    SERVICES, REPAIRS, AND MAINTENANCE BY TENANT.    Tenant shall at all times and at its own expense keep and maintain the Premises in good order and repair, and in a neat, safe, clean, and orderly condition, including, but not limited to, regular janitorial and cleaning of the Premises, repairs and replacements to the plumbing and electrical apparatus therein, the HVAC system serving the Premises. Tenant, at its own expense, will maintain a service contract with a state licensed HVAC contractor to maintain the HVAC equipment in good and operable order during the Term of the Lease. Tenant shall not overload the electrical wiring serving the Premises or within the Premises. Tenant will repair promptly at its own expense by or under the direction of Landlord any damage (whether structural or nonstructural) to the Premises or the Building caused by any construction or alterations performed by Tenant or by bringing into the Premises or on the Property any property for Tenant's use, or by the installation or removal of such property, regardless of fault or by whom such damage shall be caused, unless solely by the gross negligence of Landlord.  6              13.    REPAIRS BY LANDLORD.    Except as otherwise provided herein, Landlord shall maintain the central heating and air conditioning system of the Building and the electrical wiring serving the Premises where within the Premises and shall make all structural repairs, including, but not limited to structural columns and floors (excluding floor coverings such as carpet and floor tile) of the Premises, the roof of the Building, and the exterior walls of the Building, provided Tenant gives Landlord written notice specifying the need for and nature of such repairs; provided, however, if Landlord is required to make any repairs to such portions of the Premises or Building by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's contractors or subcontractors or its or their agents or employees, or by reason of any unusual use of the Premises by Tenant (whether or not such use is a permitted use hereunder), Landlord may collect the reasonable cost of such repairs, as Additional Rent, upon demand. Except as provided herein, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption, or injury to business arising from the making of any repairs or changes which Landlord is required or permitted by this Lease to make, or by any other tenant's lease or required by law to make in or to any portion of the Premises, Building, or Common Areas.          14.    PLACEMENT OF HEAVY EQUIPMENT.    Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry or which may be allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, computers, or other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant's expense.          15.    FORCE MAJEURE.    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 not be affected, impaired, or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable 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 or otherwise hindered from doing so by reason of any outside cause whatsoever. Similarly, Landlord shall not be liable for any interference with any services supplied to Tenant by others except if due to gross negligence or willful misconduct of Landlord. Nothing contained in this Section shall be deemed to impose any obligation on Landlord not expressly imposed by other provisions of this Lease.          16.    SURRENDER OF PREMISES.    At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Premises in broom clean condition and good order and repair and otherwise in the same condition as the Premises was upon the commencement of this Lease, except ordinary wear and tear.  7                 17.    ABANDONING PREMISES OR PERSONAL PROPERTY.    Tenant shall not vacate or abandon the Premises at any time during the Term of this Lease.          18.    QUIET ENJOYMENT.    Landlord warrants that Tenant shall be granted peaceable and quiet enjoyment of the Premises free from any eviction or interference by Landlord if Tenant pays the Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein.          19.    INDEMNIFICATION AND WAIVER OF CLAIM              a.     Tenant will defend and will indemnify Landlord and save Landlord harmless from and against any and all claims, actions, damages, liability, and expense (including, but not limited to, reasonable attorneys' fees) in connection with the loss of life, bodily injury, or damage to property or business arising from, related to, or in connection with the occupancy or use by Tenant or any assignee, subtenant, concessionaire, or licensee of the Premises or any part of Landlord's personal property or the Building or occasioned wholly or in part by any act or omission of Tenant or any assignee, subtenant, concessionaire, or licensee or its or their contractors, subcontractors, or its or their agents or employees or other persons on the Premises. Tenant shall also pay all reasonable costs, expenses, and attorneys' fees that may be expended or incurred by Landlord in enforcing the covenants and agreements of this Lease. The provisions of this Section shall survive the termination or earlier expiration of this Lease. Landlord shall not be liable for, and Tenant, in consideration of Landlord's execution of this Lease, hereby releases all claims against Landlord for loss or damage that may be occasioned by or through the acts or omissions of other tenants, their contractors and subcontractors and their agents, invitees, or employees, or for loss of life, bodily injury, or damage to property or business sustained by Tenant or any person claiming through Tenant or on the Premises resulting from any fire, accident, occurrence, or any other condition in or upon the Property or any part thereof. The foregoing waiver and release is intended by Landlord and Tenant to be absolute, unconditional, and without exception and to supersede any specific repair obligation imposed upon Landlord hereunder; provided that such waiver and release shall not apply to the gross negligence or willful misconduct of Landlord.          b.     Notwithstanding anything to the contrary herein contained, Landlord and Tenant do mutually each release and discharge the other, and all persons against whom their insurance company or companies would have a right or claim by virtue of subrogation, of and from all suits, claims, and demands whatsoever, for loss or damage to the property of the other, even if caused by or occurring through or as a result of any negligent act or omission of the party released hereby or its contractors, subcontractors, agents, or employees, so long as and to the extent that such loss or damage is covered by insurance benefiting the party suffering such loss or damage or was required to be so covered under this Lease. Each party further agrees that each will cause its policies of insurance for fire and extended coverage to be so written as to include a waiver of subrogation. It is hereby stipulated that this insurance shall not be invalidated should the insured or any of them waive in writing prior to a loss any or all right of recovery against any person or entity for loss occurring to the property described herein. If the inclusion of such a clause occasions additional cost for the policyholder, the other party shall be given notice of such additional cost and the opportunity to pay it within thirty (30) days, in which case the policyholder shall require the insurance company to include the clause. If either party shall elect to be a self-insurer of its property to the extent permitted by this Lease, such waiver of subrogation shall be applicable thereto to the same extent as if any loss or damage were covered by insurance.           20.    INSURANCE.              a.     Tenant will keep in force with companies licensed to do business in the State of Maryland and which have a rating of A or better and a financial size rating of X or larger from Best's Key Rating Guide and Supplemental Service, Property, Casualty (or comparable insurance rating   8       service), at Tenant's expense at all times during the Term of this Lease and during such other times as Tenant occupies the Premises or any part thereof:           (1)   Commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires, or licensees of Tenant in the Premises with minimum combined single limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. Such liability insurance shall, in addition, extend, through contractual liability insurance, to any liability of Tenant arising out of the indemnities provided in Section 19 and shall be subject to the waiver of subrogation specified therein. Such liability insurance shall also include broad form endorsement coverage, including personal injury coverage. If the nature of Tenant's operation is such as to place any or all of its employees under the coverage of applicable workers' compensation or similar statutes, Tenant shall also keep in force, at its own expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits.          (2)   Fire insurance with standard broad form extended coverage and full replacement cost endorsements covering (A) all of Tenant's contents, furniture, furnishings, machinery, such equipment as is not affixed to the Premises, trade fixtures, and signs, and (B) Tenant's interest in all of the improvements and betterments installed in the Premises by Tenant.          (3)   Such other types of insurance and such additional amounts of insurance as, in Landlord's judgment, are necessitated by good business practice.           b.     On or before the Commencement Date, Tenant will deposit with Landlord copies of policies of insurance required by the provisions of this Section together with satisfactory evidence of the payment of the required premium or premiums thereof. Failure to deposit such policies shall not relieve Tenant of its obligation to obtain and keep in force insurance coverage required by this Lease. The insurance required hereby may be maintained by means of a policy or policies of blanket insurance so long as the provisions of this Lease are fully satisfied and the required amounts are specifically allocated to the Premises without possibility of diminution because of occurrences on other properties.          c.     All policies of insurance required to be carried by Tenant by this Section hereof shall provide that the policies shall not be subject to cancellation, termination, or change except after thirty (30) days' prior written notice to Landlord, and all such policies shall name Landlord as an additional insured as its interest may appear.          d.     If Tenant shall not comply with its covenants made in this Section, Landlord, in addition to Landlord's other remedies hereunder, may (but shall not be obligated to) cause insurance as aforesaid to be issued, and in such event Tenant agrees to pay the premium for such insurance as Additional Rent promptly upon Landlord's demand therefor.          e.     Landlord will keep in force with companies licensed to do business in the State of Maryland at Landlord's expense at all times during the term of this Lease:           (1)   Commercial general liability insurance written on an occurrence basis with respect to the Building, the Common Areas of the Building, and the Property with minimum combined single limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. Such liability insurance shall, in addition, extend to any liability of Landlord arising out of the indemnities and be subject to the waiver of subrogation provided in Section 19. Such liability insurance shall also include broad form endorsement coverage, including personal injury coverage. If the nature of Landlord's operation is such as to place any or all of its employees under the coverage of local workers' compensation or    9        similar statutes, Landlord shall also keep in force, at its own expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits.          (2)   All-risk casualty insurance with replacement cost endorsement and without deductible, covering the Property, the Building, and the Premises, including all leasehold improvements therein in an amount equal to the full replacement value thereof, exclusive of land. All proceeds of insurance shall be used to restore the Premises, the Building, and the Property to the condition in which they were prior to the occurrence of the loss.           f.      If for any reason including, but not limited to, the abandonment of the Premises, Tenant's failure to pay any insurance premium, or Tenant's failure to occupy the Premises as herein permitted, Tenant fails to provide and keep in force any or all of the insurance policies set forth in this Section, then in such event Tenant shall indemnify and hold Landlord harmless against any and all claims, actions, damages, liability, and expense (including, but not limited to, reasonable attorneys' fees) which would have been covered by such insurance.           21.    EFFECT ON INSURANCE.    Tenant will not do, omit to do, or suffer to be done or keep or suffer to be kept anything in, upon, or about the Property which will violate the provisions of Landlord's policies insuring the Premises and the Building against loss or damage by fire or other hazards (including, but not limited to, public liability), which will adversely affect Landlord's fire or liability insurance premium rating or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done, or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or about the Property shall cause the premium rate of fire or other insurance on the Premises or the Property in companies acceptable to Landlord to be increased beyond the established rate from time to time fixed by the appropriate underwriters with regard to the use of the Premises for the purposes permitted under this Lease or to the Property for the use or uses being made thereof, Tenant will pay the amount of such increase as Additional Rent upon Landlord's demand and will thereafter pay the amount of such increase, as the same may vary from time to time, with respect to every premium relating to coverage of the Premises and the Property during a period falling within the Term of this Lease until such increase is eliminated.          22.    TOTAL OR PARTIAL DESTRUCTION OF PREMISES.              a.     If the Premises or the hallways, stairways or other approaches thereto are damaged by fire or other casualty but the Premises is not thereby rendered untenantable in whole or in part, Landlord, at its own expense, subject to the limitations set forth in this Lease, shall cause such damage to be repaired, and the Annual Rent and Additional Rent shall not be abated. If by reason of any damage or destruction to the Premises or the approaches, the Premises shall be rendered untenantable in whole or in part, (i) Landlord, at its option, at its own expense, subject to the limitations set forth in this Lease, may cause the damage to be repaired, and the Annual Rent and Additional Rent shall be abated proportionately as to the portion of the Premises rendered untenantable while it is untenantable, or (ii) Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days from and after the occurrence of such damage or destruction, to terminate this Lease, and the Annual Rent and Additional Rent shall be adjusted as of such date of termination. In no event shall Landlord be obligated to expend for any repairs or reconstruction pursuant to this Section an amount in excess of the insurance proceeds, if any, recovered by it and allocable to the damage to the Premises after deducting therefrom Landlord's reasonable expenses in obtaining such proceeds and any amounts required to be paid to Landlord's Mortgagee. The provisions hereof are subject to the terms of Section 23.          b.     Notwithstanding anything set forth herein to the contrary, Tenant shall be responsible for all repairs and replacements of damage and/or destruction of the Premises necessitated by burglary or attempted burglary, or any other illegal or forcible entry into the Premises.   10                c.     Tenant covenants that it will give written notice to Landlord of any accident or damage, whether such accident or damage is caused by insured or uninsured casualty, occurring in, on, or about the Premises within one (1) business day after Tenant has or should have had knowledge of the occurrence of such accident or damage. If Tenant breaches its covenant set forth hereunder, Landlord, in addition-to all other rights and remedies under this Lease, at law or in equity shall, at its option, be relieved of any of its obligations under this Section.          d.     If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 22a, Landlord determines that in its reasonable judgment that the repairs and restoration cannot be substantially completed within 180 days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Section, then landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord.           23.    TOTAL OR PARTIAL DESTRUCTION OF BUILDING.              a.     In the event that twenty-five percent (25%) or more of the rentable floor area of the Building shall be damaged or destroyed by fire or other cause, notwithstanding that the Premises may be unaffected by such fire or other cause, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days after said occurrence, to terminate this Lease. Upon the giving of such notice, the Term of this Lease shall expire, the Annual Rent and Additional Rent to be adjusted as of the date of termination, and Tenant shall vacate the Premises and surrender the same to Landlord.          b.     If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 23a, Landlord determines that in its reasonable judgment that the repairs and restoration cannot be substantially completed within 180 days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Section, then landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord.           24.    ALTERATIONS.    Tenant agrees that it will not make any alterations (whether structural or otherwise), improvements, additions, repairs, or changes to the interior or exterior of the Premises during the Term of this Lease without in each instance obtaining Landlord's prior written consent. Together with each request for such consent, Tenant shall present to Landlord reasonably detailed plans and specifications for such proposed, alterations, improvements, additions, repairs, or changes; provided, however, approval of such plans and specifications by Landlord shall not constitute any assumption of any responsibility by landlord for their accuracy or sufficiency, and Tenant shall be solely responsible for such items. Any alterations, improvements, additions, repairs, or changes made by Tenant shall, unless Landlord gives notice to Tenant to remove the same, remain upon the Premises at the expiration or earlier termination of the Term of this Lease and shall become the property of Landlord immediately upon installation thereof.          25.    MECHANICS' LIENS.    Tenant shall not do or suffer to be done any act, matter or thing whereby Landlord's or Tenant's interest in the Premises, or any part thereof, may be encumbered by any mechanics' lien. Tenant shall discharge or stay the enforcement by bond or otherwise, within ten (10) days after the date of filing, any mechanics' liens filed against Tenant's interest in the Premises, or any part thereof, purporting to be for labor or material furnished or to be furnished to Tenant. Landlord may, at its option, 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  11       by Landlord. Any monies expended by Landlord shall be deemed Additional Rent. Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and no mechanics' or other lien for labor or materials shall attach to or affect the reversionary or other estate or interest of Landlord in and to the Premises or the Building.          26.    BREACH OR DEFAULT.    Tenant shall have breached this Lease and shall be considered in default hereunder if (a) Tenant fails to pay Annual Rent or Additional Rent within 10 days of the date payment is due after 10 days written notice from Landlord; (b) Tenant files a petition in bankruptcy or insolvency or for reorganization under any bankruptcy or insolvency law or act, or makes an assignment for the benefit of creditors; (c) involuntary proceedings are instituted against Tenant under any bankruptcy or insolvency law or act; (d) Tenant fails to perform or comply with any of the covenants or conditions of this Lease or the rules and regulations now or hereinafter established for the Premises, Building, or Property within ten (10) days written notice thereof; or (e) the Premises shall be deserted or vacated.          27.    EFFECT OF BREACH.              a.     In the event of a breach of this Lease as set forth in Section 26, Landlord shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) to re-enter the Premises, using force if necessary, to dispossess Tenant and all other occupants from the Premises and to remove any or all of Tenant's property at the Premises, (ii) to store Tenant's property in a public warehouse or elsewhere at the cost, risk, and expense of Tenant, without Landlord's being deemed guilty of trespass or becoming liable for any loss or damage which may occur on Tenant's property, and (iii) upon ten (10) days' written notice to Tenant, which the parties agree is commercially reasonable, to sell at public or private sale any or all of said property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all sums due hereunder), with the proceeds of sale to be applied: first, to the reasonable costs and expenses of retaking, removal, storage, preparing for sale, and sale of the property (including reasonable attorney's fees); and second, to the payment of any sums due hereunder to Landlord (including Rent, charges, and damages, both theretofore and thereafter accruing); and, third, any surplus to Tenant.          b.     Further, upon the occurrence of any such breach, Landlord, in addition to any other remedies it may have at law, in equity, or under any other provision of this Lease, shall have the right to terminate this Lease, as well as all right, title, and interest of Tenant hereunder, by giving to Tenant not less than five (5) days' advance written notice of Landlord's election to cancel and to terminate this Lease. Upon the expiration of the time fixed in the notice of termination, this Lease and the balance of the Term then remaining, as well as all of the right, title, and interest of Tenant under this Lease, shall expire in the same manner and with the same force and effect (except for the Tenant's liability as hereinafter set forth) as if the expiration of the time fixed in the notice of termination was the date upon which the Term would normally have expired. Tenant shall then immediately quit and surrender the Premises and each and every part thereof to Landlord, and Landlord may enter upon the Premises, by force, summary proceedings, or otherwise. In any of such events, Landlord shall be entitled to the benefit of all provisions of the ordinances and public local laws of the city or county where the Property is located and of the Public General Laws of the State of Maryland dealing with the speedy recovery of lands and tenements held over by tenants or proceedings in forcible entry and detainer. Upon any entry or re-entry by Landlord, with or without legal process, Landlord shall also have the right (but not the obligation) to relet all or any part of the Premises, from time to time, at the risk and expense of Tenant. No re-entry by Landlord with or without a declaration of termination shall be deemed to be an acceptance or a surrender of this Lease or as a release of the Tenant's liability for damages under the provisions of this Section.   12                c.     Tenant further agrees (i) notwithstanding re-entry by Landlord with or without termination pursuant to the provisions of Section 27a, (ii) if this Lease is otherwise terminated by reason of Tenant's default, or (iii) if Landlord retakes possession with or without process of law and/or re-enters with or without a declaration of termination, or (iv) if Landlord, following any of the foregoing events, elects to let or relet the Premises (whether once or more than once during the remainder of the Term, and upon such conditions as are satisfactory to Landlord) that Tenant shall, nevertheless, in each instance, remain liable for the performance of any covenant of this Lease then in default and for all Rent and all other charges and damages which may be due or sustained before and after the date of default, together with the cost of seizure and repossession of the Premises and reasonable attorneys' fees incurred by Landlord as a result of the breach of this Lease. In any event the tenant's customer's right to privacy will not be violated by Landlord.          d.     In any of the events described in the preceding Subsection, Tenant agrees that it will remain liable to Landlord for liquidated damages and shall pay at the sole election of Landlord either:           (1)   on demand an amount of money equal to the net present value of the amount of Rent which would have become payable during the unexpired portion of the Term hereof remaining at the time of re-entry, repossession, or termination presuming the Additional Rent to be the same as was payable for the year immediately preceding such termination discounted at the rate equal to the then Prime Rate announced by Mercantile Safe-Deposit and Trust Company in Baltimore, Maryland or any successor bank; or          (2)   sums equal to the Annual Rent and Additional Rent (as above presumed) payable hereunder which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Premises, payable monthly, in advance, but otherwise upon the terms therefor specified herein following such termination or such re-entry and until the expiration date, provided, however, that if Landlord shall relet the Premises or any portion or portions thereof during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting expenses incurred or paid by Landlord in terminating the Lease or in re-entering the Premises and in securing possession thereof, as well as the expenses of reletting, including altering and preparing the Premises or any portion or portions thereof for new tenants, brokers' commissions, advertising expenses, reasonable attorneys' fees, and all other expenses properly chargeable against the Premises and the rental therefrom; it being understood that any such reletting may be for a period shorter or longer than the remaining term of this Lease, but in no event shall Tenant be entitled to-receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this Subsection to a credit in respect of any net rents from a reletting, except to the extent that such net rents are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment shall be made of the rent received from such reletting and of the expenses of reletting, and Landlord shall have the right to grant rent concessions to attract one or more new tenants and to permit the term of any new lease covering part or all of the Premises to be for a shorter or longer period than provided for herein.   In the event Landlord elects to collect damages from Tenant under this Lease at any time subsequent to such election and upon ten (10) days prior written notice to Tenant, Landlord may elect to collect a lump sum under Section 27.d(1) above, crediting Tenant with amounts theretofore received by Landlord as damages. Landlord shall have no obligation to relet part or all of the Premises subsequent to termination of the Lease and upon Tenant's default.   13               e.     Suit or suits for the recovery of such deficiency or damages or for a sum equal to any Monthly Installment or Installments of Annual Rent and Additional Rent and other charges payable hereunder may be brought by Landlord from time to time, at Landlord's election. Nothing herein contained shall be deemed to require Landlord to await the date when this Lease or the Term would have normally expired had there been no such default by Tenant or no such termination by Landlord, nor shall Landlord be barred by any claim involving a statute of limitations or other defense should Landlord delay in filing suit.          f.      Nothing in this Section shall limit or prejudice the right of Landlord to prove and to obtain, as liquidated damages by reason of a termination arising out of the provisions of this Section, an amount equal to the maximum allowed by any statute or rule of law in effect as of the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of liquidated damages computed under this Section.          g.     Notwithstanding anything to the contrary contained in this Section, in the event of a breach of this Lease by Tenant, Landlord agrees to use commercially reasonable efforts to mitigate its damages.           28.    LANDLORD'S LIEN.    To secure the payment of all Rent due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby grants to Landlord an express first and prior contract lien and security interest on all property (including fixtures, equipment, chattels and merchandise) which may be placed in the Premises, and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in Rent due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest are given in addition to the Landlord's statutory lien and shall be cumulative thereto or alternative thereto as elected by Landlord at any time. Tenant agrees, upon request, to execute one (1) or more financing statements evidencing Landlord's lien as provided in this Section. The landlord recognizes the sensitive nature of files that may be stored on site. Landlord guarantees the tenant's customers rights to privacy will not be violated.          29.    ACCESS BY LANDLORD.              a.     Landlord and its contractors and subcontractors, and its or their agents and employees may at all reasonable times during the Term of this Lease enter to inspect the Premises and/or may show the Premises and Property to others, provided that such entrance is with prior notice to Tenant. In the event of notice of termination of this Lease or during the last six (6) months of the Term, unless Tenant has theretofore properly exercised any remaining option to extend this lease, Landlord shall have the right from the date of such notice to display "For Rent" signs, and Landlord and/or Landlord's agents may show the Premises and all parts thereof to prospective tenants during Normal Business Hours.          b.     Landlord also reserves the right, after notice of intention to so enter (except that in the event of an emergency, no notice shall be required), to enter the Premises at any time and from time to time to make such repairs, additions, or alterations or remedy any contamination as it may deem necessary for the safety, improvements, preservation, or condition thereof, or of the Property, but Landlord assumes no obligation to do so, and the performance thereof by Landlord shall not constitute a waiver of Tenant's default in failing to perform the same.           30.    INTENTIONALLY DELETED.             31.    ASSIGNMENT AND SUBLETTING.              a.     Tenant shall not make or permit an Assignment of this Lease or any interest of Tenant herein, in whole or in part, by operation of law or otherwise, without first obtaining in each and   14       every instance the prior written consent of Landlord, which consent may be withheld in the sole and absolute subjective discretion of Landlord.          b.     Any consent by Landlord to an Assignment shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent Assignment, including, but not limited to, a subsequent Assignment by any trustee, receiver, liquidator, or personal representative of Tenant. In the event Tenant executes an agreement to effect an Assignment, such agreement shall provide (i) that the subtenant or other occupier of space shall take subject to this Lease, (ii) that the occupier shall also fulfill all obligations of Tenant under this lease as they pertain to the portion of the Premises set forth in the Assignment, and (iii) that with respect to such portion of the Premises, the occupier shall be deemed to be the Tenant under this Lease.          c.     If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the Premises be sublet or used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in any manner.           32.    CONDEMNATION.    If more than twenty-five percent (25%) of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain, condemnation, or expropriation or in the event of a conveyance in lieu thereof, then this Lease shall terminate as of the date on which possession of the Premises is required to be surrendered to the condemning authority, and Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term of this Lease.          If twenty-five percent (25%) or more of the Building shall be so taken or conveyed, then in such events notwithstanding the fact that the Premises in whole or in part is not so taken or conveyed, Landlord shall have the right and power, at its option to be exercised by written notice to Tenant, to terminate this Lease effective either the date title vests in the condemning authority or the date Landlord is required to deliver possession of the part so taken or conveyed. In any event, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired Term of this Lease.          In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such condemnation, and Landlord is to receive the full amount of such award. Tenant hereby expressly waives any right or claim to any part thereof and assigns to Landlord any such right or claim to which Tenant might become entitled.          Notwithstanding the foregoing, Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant under law in Tenant's own right for or on account of, and limited solely to, any cost which Tenant might incur in removing Tenant's furniture, fixtures, leasehold improvements, and equipment.          33.    EXECUTION OF ESTOPPEL CERTIFICATE.    At any time, and from time to time, upon the written request of Landlord or any Mortgagee, Tenant, within ten (10) days of the date of such written request, agrees to execute and deliver to Landlord and/or such Mortgagee, without charge and in a form satisfactory to Landlord and/or such Mortgagee, a written statement: (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the Term of this Lease; (c) certifying that Tenant is in occupancy of the Premises and that the Lease is in full force and effect and has not been modified, assigned, subleased, supplemented, or amended except by such writings as shall be stated; (d) certifying that all conditions and agreements under this Lease to be satisfied or performed by either  15       Landlord or Tenant have been satisfied and performed except as shall be stated; (e) certifying that Landlord is not in default under the Lease and there are no defenses, set-offs, recoupments, or counterclaims against the enforcement of this Lease by Landlord, or stating the defaults, defenses, set-offs, recoupments and/or counterclaims claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by Tenant and the date to which such Rent has been paid; (g) reciting the amount of the Security Deposit; and (h) containing any other information which Landlord or the Mortgagee shall reasonably require.          The failure of Tenant to execute, acknowledge, and deliver to Landlord and/or any Mortgagee a statement in accordance with the provisions of this Section within the period set forth herein shall constitute an acknowledgment by Tenant which may be relied upon by any person holding or intending to acquire any interest whatsoever in the Premises or the Building, that this Lease has not been assigned, amended, changed, or modified, is in full force and effect, and that the Annual Rent and Additional Rent have been duly and fully paid not beyond the 11 respective due dates immediately preceding the date of the request for such statement. Such failure shall also constitute as to any persons entitled to rely on such statements a waiver of any defaults by Landlord or defenses, setoffs, recoupments, or counterclaims against the enforcement of this Lease by Landlord which may exist prior to the date of the written request.          34.    SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.              a.     Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser.          b.     Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it.          c.     In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable.          d.     If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.           35.    SIGNS AND ADVERTISING.    Tenant shall not inscribe, paint, affix, or display any sign, notice, or advertisement on any of the windows, doors, walls, or any part of the outside or inside of the Premises and the remainder of the Property without the prior written consent of Landlord. Also note Schedule 4.  16              36.    RULES AND REGULATIONS.    Tenant agrees to be bound by the rules and regulations set forth on Exhibit B attached hereto and incorporated by reference herein. Landlord reserves the right from time to time to adopt and promulgate rules and regulations applicable to the Premises, the Building, and to the Property, and to supplement such rules and regulations, and Tenant agrees to be bound thereby. A breach of any of such rules and regulations, whether now existing or hereinafter adopted, shall be deemed a breach of this Lease. Landlord shall not be liable to Tenant or responsible for any costs or damages for failure to enforce the rules and regulations uniformly.          37.    ACCORD AND SATISFACTION.    No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Annual Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Annual Rent or Additional Rent due and payable, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease, at law or in equity.          38.    NO PARTNERSHIP.    Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant. This Lease establishes a relationship solely of landlord and tenant.          39.    HOLDING OVER.    Should Tenant hold over in possession of the Premises after the expiration of this Lease, Tenant shall be deemed to be occupying the Premises from month to month, subject to such occupancy's being terminated by either party upon at least thirty (30) days' written notice, at double the Annual Rent and Additional Rent in effect at the expiration of this Lease, all calculated from time to time as though this Lease had continued, and otherwise subject to all of the other terms, covenants, and conditions of this Lease insofar as the same may be applicable to a month-to-month tenancy. In addition, Tenant shall pay as Additional Rent to Landlord for all damages sustained by reason of Tenant's retention of possession. Nothing in this Section excludes Landlord's rights of re-entry or any other right hereunder.          40.    EARLY TERMINATION.    Tenant has the option to terminate after Year One and anytime thereafter providing at least ninety (90) days written notice is received by Landlord notifying Landlord of Tenants intent to terminate.          41.    RECORDATION.    Tenant shall not record this Lease without the written consent of Landlord. Upon Landlord's request or with Landlord's written consent, the parties agree to execute a short form of this Lease for recording purposes containing such terms as Landlord believes appropriate or desirable. The expense of recordation shall be borne by the party requesting such recordation.          42.    WAIVERS.    The failure of Landlord to insist for a period of time on strict performance of any one or more of the terms, covenants, or conditions hereof shall not be deemed a waiver of the rights or remedies that Landlord may have, and shall not be deemed a waiver of any subsequent breach or default in any term, covenant, or condition hereof. No waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Landlord.          43.    REMEDIES FOR LANDLORD.    Any and all remedies available to Landlord for the enforcement of the provisions of this Lease are cumulative and not exclusive, and Landlord shall be entitled to pursue either the rights enumerated in this Lease or remedies authorized by law, or both. Tenant shall be liable for any reasonable costs or expenses incurred by Landlord in enforcing any terms of this Lease, or in pursuing any legal action for the enforcement of Landlord's rights, including court costs and reasonable attorneys' fees.          44.    TABLE OF CONTENTS; CAPTIONS.    The Table of Contents and the captions appearing in this Lease are inserted only as a matter of convenience and do not define, limit, construe, or describe the scope or intent of the Sections of this Lease nor in any way affect this Lease.  17               45.    NOTICES.    Any and all Notices permitted or required to be given hereunder shall be in writing and shall be deemed duly given two (2) days after the time such notice shall be deposited into the United States mail, if delivery is by postage paid registered or certified mail, return receipted mail, the next business day if sent by Federal Express or other reputable overnight carrier service, or upon receipt when personally delivered. Any Notice in any other manner shall be deemed given when actually received. Such Notice shall be sent to the respective party at the address given in this Lease or to any other address that the respective party may designate by Notice delivered pursuant hereto.          46.    APPLICABLE LAW.    This Lease shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to principles relating to conflicts of law.          47.    SUCCESSORS AND ASSIGNS.    All rights, obligations, and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the permitted successors, and assigns of the said parties; and if Tenant shall consist of more than one person or entity, they shall all be bound jointly and severally by the terms, covenants, and conditions herein.          48.    WAIVER OF TRIAL BY JURY.    Landlord and Tenant hereby waive trial by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any and every matter, directly or indirectly, arising out of or with respect to this Lease.          49.    RIGHTS OF AND CLAIMS AGAINST LANDLORD.              a.     Notwithstanding anything to the contrary contained herein, Tenant waives all rights to bring a counterclaim in any action brought by Landlord for the non-payment of Rent or any other summary proceeding thereon.          b.     All obligations of Landlord hereunder shall be construed as covenants, not conditions.          c.     Landlord may transfer all or part of its interest in the Premises and this Lease without the consent of Tenant, at any time and from time to time. If Landlord transfers its estate in the Premises, or if Landlord further leases the Premises subject to this Lease, then Landlord shall be relieved of all obligations of Landlord thereafter arising expressed in this Lease or implied by law. Landlord and its successors shall be relieved of their obligation to refund the Security Deposit and other similar funds to Tenant which they have received from Tenant or a predecessor Landlord to the extent they transfer such amounts to their respective transferees.          d.     If Tenant obtains a money judgment against Landlord or its successors or assigns under any provisions of, or with respect to this Lease or on account of any matter, condition, or circumstance arising out of the relationship of the parties under this Lease, Tenant's occupancy of the Premises, or Landlord's ownership of the Premises, Tenant shall be entitled to have execution upon such judgment only upon Landlord's estate in the Property and not out of any other assets of Landlord, any of its partners, or its successors or assigns; and Landlord shall be entitled to have any such judgment so qualified as to constitute a lien only on Landlord's estate, subject to any liens antedating such judgment; provided, however, that this sentence shall be inapplicable to the extent that the judgment against Landlord is covered by insurance.          e.     At any time when there is an outstanding Mortgage covering Landlord's interest in the Premises, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the Mortgagee shall have received written notice of such default and a reasonable time to cure such default after Landlord's period to cure shall have elapsed.           50.    CALCULATION OF TIME.    In computing any period of time prescribed or allowed by any provision of this Lease, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday, or a legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all Notices and  18      other periods expire as of 5:00 p.m. (local time in Maryland) on the last day of the Notice or other period.          51.    ACCESS.    Landlord shall provide Tenant with access to the Premises twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year.          52.    SEVERABILITY.    If the application of any term or provision of this Lease, whether in whole or in part, be held invalid or unenforceable in general or in any instance, the remainder of this Lease shall not be affected by such holding and shall be fully valid and enforceable.          53.    COUNTERPARTS.    This Lease may be executed in multiple counterparts or in duplicate, and when so executed by all parties shall constitute one agreement.          54.    TOTAL AGREEMENT.    This Lease contains the entire agreement between the parties and cannot be changed or modified except by a written instrument subsequently executed by the parties hereto.          55.    TIME OF THE ESSENCE.    Time is of the essence in all provisions of this Lease to be performed by or on behalf of Tenant.          56.    COMMERCIAL PURPOSE.    The parties stipulate that the Premises is being leased exclusively for business, commercial, manufacturing, mercantile, or industrial purposes within the meaning of Section 8-110(a) of the Real Property Article of the Annotated Code of Maryland, and that the provisions of Section 8-110(b) of such Article (or any future statute) pertaining to the redemption of reversionary interests under leases shall be inapplicable to this Lease.          IN WITNESS WHEREOF, Landlord and Tenant have caused this Standard Lease Agreement to be executed, under seal, as of the date and year first above written.     ATTEST / WITNESS:   LANDLORD: TURF VILLAGE OFFIC, LLC.          /s/  SHARON DOWELL          By:  /s/  S. JOHN BLUMENTHAL                    Name: S. JOHN BLUMENTHAL             Title: PRESIDENT          ATTEST/WITNESS:    TENANT: CARROLLTON MORTGAGE SERVICES, INC.             By /s/  ROBERT ALTIERI         (SEAL )                      Name: ROBERT ALTIERI             Title: PRESIDENT          19          EXHIBIT A         Description of the Premises-ATTACHED          EXHIBIT B         Rules and Regulations              1.     Tenant shall not obstruct or permit its agents, employees, customers, contractors, visitors, or licensees to obstruct, in any way, the Common Areas including without limitation the sidewalks, entry passages, corridors, halls, stairways, or elevators of the Building, or use the above specified areas in any way other than as a means of passage to and from the Premises; bring in, store, use any materials on the Property which could cause a fire or an explosion or produce any fumes or vapor; make or permit any improper or disturbing noises; throw substances of any kind out of windows or doors, or down passages or in the halls or passageways; or place anything upon the window sills. Any trash or rubbish created by moving Tenant into the Premises, or any heavy or excessive waste materials resulting from Tenant's occupancy and use of the Premises, shall be removed from the Premises by Tenant at Tenant's sole cost and expense.          2.     Plumbing facilities shall not be used for any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes, newspapers, or other substances of any kind shall be thrown into them. Waste and excessive or unusual use of electricity or water is prohibited.          3.     No contract of any kind with any supplier of towels, water, ice, toilet articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing, cleaning of electrical fixtures, removal of waste papers, rubbish or garbage, or other like service shall be entered into by Tenant, nor shall any vending machine of any kind be installed in the Building without the prior written consent of the Landlord.          4.     No additional lock or locks shall be installed by Tenant on any door or doors installed by Landlord without prior written consent of Landlord. Two keys will be furnished to Tenant, and any additional keys required shall be secured from Landlord and paid for by Tenant. Tenant shall not have extra keys made without notice to Landlord and receipt of Landlord's consent. Tenant shall not change any locks. All keys to doors and washrooms shall be returned to Landlord at the termination of the tenancy, and, in the event of loss of any keys furnished, Tenant shall pay Landlord the cost thereof.          5.     Landlord shall not be responsible to Tenant for any loss of property from the Premises however occurring, or for any damage done to the effects of Tenant by Landlord or its contractors or subcontractors or its or their agents or employees, or by any other person or any other cause.          6.     No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the Property.          7.     Tenant shall not conduct, or permit any other person to conduct, any auction upon the Premises; manufacture or store goods, ware, or merchandise upon the Premises, without the prior written approval of Landlord, except the storage of usual supplies and inventory to be used by Tenant in the conduct of its business; permit the Premises to be used for gambling; make any unusual noises on the Property; permit to be played any radio, television, musical instrument or recorded music in such a loud manner as to disturb or annoy other tenants or other occupants of the Property; or permit any unusual odors to be produced upon the Premises.          8.     No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, curtains, blinds, and shades must be of a quality, type, design, and color approved by Landlord and attached in a manner approved by Landlord and be kept at a level designated by Landlord.              9.     Canvassing, soliciting, and peddling on the Property are prohibited, and Tenant shall cooperate to prevent the same.          10.   There shall not be used in the Premises or in the Building, either by Tenant or by others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and side guards, and no hand trucks will be allowed in the elevators without the consent of Landlord.          11.   Tenant, before closing and leaving the premises at the end of business hours each day, shall ensure that all windows are closed and all entrance doors locked and shall turn off all lights and all standard electrical office equipment.          12.   Landlord shall have the right to prohibit any advertising by Tenant which in Landlord's opinion tends to impair the reputation of the building or its desirability as a building for offices and commercial use, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.          13.   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 of the name of the building for all purposes, except that Tenant shall use the name as its business address and for no other purposes;          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; and          f.      the right to grant anyone the right to conduct any particular business or undertaking in the   Building.          14.   Moving in and out of the Building must be coordinated with Landlord at least twenty-four (24) hours in advance of the move-in or move-out date. In the discretion of Landlord, moving may be required to be done under its supervision. No furniture will be moved in the elevator without the permission of Landlord until necessary pads have been installed. Tenant shall use the elevator for moving only during such time as Landlord or its agents may determine.          15.   Landlord shall have the right to close and securely lock the Building other than during Normal Business Hours and during such other times as Landlord may deem advisable for the security of the Building and its tenants. Landlord shall give Tenant twenty-four (24) hours' notice before so closing and securely locking the Building, except in an emergency, and Landlord shall make a reasonable effort to assure access to the Premises by Tenant.          16.   Landlord shall not be responsible for lost or stolen personal property, equipment, money or jewelry from Premises or public rooms whether or not such loss occurs when the Building or the Premises are locked against entry.      SCHEDULE 1         Landlord's Work              Landlord to perform all construction and electrical installation as outlined in EXHIBIT B Preliminary Space Plan; including paint and carpet with standard commercial grade products.          SCHEDULE 2         Tenant's Work              Tenant to perform or have performed 100% of all data systems and communication install including removal of old data wiring.          Tenant is responsible for any changes to existing preliminary space plan "EXHIBIT A" as Landlord deems as excessive cost.      SCHEDULE 3         Parking              Tenant shall have full access to parking at the Building; provided, however, that such parking spaces are undesignated and unreserved.      SCHEDULE 4         Signage              Tenant has access to outside lighted sign box located above door to Ste 116. Tenant is responsible for all costs associated with changing out the blank front and maintaining signage.             QuickLinks TABLE OF CONTENTS LIST OF EXHIBITS LIST OF SCHEDULES  STANDARD LEASE AGREEMENT Recitals  EXHIBIT A Description of the Premises-ATTACHED EXHIBIT B Rules and Regulations SCHEDULE 1 Landlord's Work SCHEDULE 2 Tenant's Work SCHEDULE 3 Parking SCHEDULE 4 Signage        EX-10.13 3 a2167997zex-10_13.htm EXHIBIT 10.13       QuickLinks  -- Click here to rapidly navigate through this document  Exhibit 10.13   TURF VILLAGE OFFICES, LLC.    STANDARD LEASE AGREEMENT               TABLE OF CONTENTS         1.   DEFINITIONS   1   2.   DEMISE OF PREMISES   3   3.   IMPROVEMENTS   3   4.   RENT   4   5.   LATE PAYMENTS   4   6.   SECURITY DEPOSIT   4   7.   RENEWAL   4   8.   UTILITIES   4   9.   TAXES   5   10.   COMMON AREAS AND EXPENSES   5   11.   RESTRICTIONS ON USE; COMPLIANCE WITH LAW   6   12.   SERVICES, REPAIRS, AND MAINTENANCE BY TENANT   7   13.   REPAIRS BY LANDLORD   7   14.   PLACEMENT OF HEAVY EQUIPMENT   7   15.   FORCE MAJEURE   7   16.   SURRENDER OF PREMISES   7   17.   ABANDONING PREMISES OR PERSONAL PROPERTY   8   18.   QUIET ENJOYMENT   8   19.   IMDEMNIFICATION AND WAIVER OF CLAIM   8   20.   INSURANCE   8   21.   EFFECT ON INSURANCE   10   22.   TOTAL OR PARTIAL DESTRUCTION OF PREMISES   10   23.   TOTAL OR PARTIAL DESTRUCTION OF BUILDING   11   24.   ALTERATIONS   11   25.   MECHANICS' LIENS   11   26.   BREACH OR DEFAULT   12   27.   EFFECT OF BREACH   12   28.   LANDLORD'S LIEN   14   29.   ACCESS BY LANDLORD   14   30.   INTENTIONALLY DELETED   14   31.   ASSIGNMENT AND SUBLETTING   14   32.   CONDEMNATION   15   33.   EXECUTION OF ESTOPPEL CERTIFICATE   15   34.   SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE   16   35.   SIGNS AND ADVERTISING   15   36.   RULES AND REGULATIONS   16   37.   ACCORD AND SATISFACTION   16   38.   NO PARTNERSHIP   17   39.   HOLDING OVER   17   40.   INTENTIONALLY DELETED   17   41.   RECORDATION   17   42.   WAIVERS   17   43.   REMEDIES FOR LANDLORD   17   44.   TABLE OF CONTENTS; CAPTIONS   17   45.   NOTICES   17   46.   APPLICABLE LAW   17   47.   SUCCESSORS AND ASSIGNS   17   48.   WAIVER OF TRIAL BY JURY   18   49.   RIGHTS OF AND CLAIMS AGAINST LANDLORD   18   50.   CALCULATION OF TIME   18   51.   ACCESS   18                      52.   SEVERABILITY   18   53.   COUNTERPARTS   19   54.   TOTAL AGREEMENT   19   55.   TIME OF THE ESSENCE   19   56.   COMMERCIAL PURPOSE   19        LIST OF EXHIBITS         Exhibit A   Description of the Premises   Exhibit B   Rules and Regulations        LIST OF SCHEDULES         Schedule 1   Landlord's Work   Schedule 2   Tenant's Work   Schedule 3   Parking                STANDARD LEASE AGREEMENT              THIS STANDARD LEASE AGREEMENT (this "Lease") is made as of the 17th day of June, 2004 by and between TURF VILLAGE OFFICES, LLC, a Maryland limited liability company (hereinafter referred to as "Landlord"), and CARROLLTON MORTGAGE SERVICES, INC. (hereinafter referred to as "Tenant").      Recitals              Tenant desires to lease the Premises (hereinafter defined), within the Building (hereinafter defined) for the purposes set forth in Section 11, and Landlord and Tenant desire to enter into this Lease which defines their respective rights, duties, and liabilities relating to the Building and the Premises.          NOW, THEREFORE, WITNESSETH in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:          1.    DEFINITIONS.    For purposes of this Lease, Landlord and Tenant hereby agree that the following terms shall have the indicated meanings:           a.    Additional Rent:    all sums of money or charges required to be paid by Tenant under this Lease other than Annual Rent, whether or not such sums or charges are designated "Additional Rent."          b.    Annual Rent:    the amounts set forth below during the Original Term, and the amount set forth in Section 7 during any Renewal Term.      TERM    ANNUAL RENT   MONTHLY RENT   From 07/15/2004 to 03/14/2005   $ 14,663.00   $ 1,221.92             c.    Assignment:    any assignment, transfer, mortgage, or encumbrance, whether voluntarily, involuntarily, or by operation of law, of Tenant's interest in this Lease, any sublease by Tenant, any license by Tenant of space in the Premises, or any concession agreement by Tenant with respect to all or part of the Premises, any agreement by Tenant giving any other person the right to use all or part of the Premises, or such other events determined to be Assignments pursuant to Section 30.          d.    Base Year Operating Expenses:    The total amount of Operating Expenses for the calendar year January 1, 2004 to December 31, 2004.          e.    Base Year Taxes:    The total amount of Taxes for the fiscal year July 1, 2003 to June 30, 2004.          f.    Building:    the 32,000 square foot office building located on the Property and known as 2300 York Road, Timonium, Maryland 21093.          g.    Commencement Date:    the date Landlord tenders possession to the Tenant, anticipated to occur on or about June 21, 2004, except that if such date is hereafter advanced to postponed pursuant to any provision of this Lease, or by written agreement of the parties hereto, the date to which it is advanced or postponed.          h.    Common Areas:    those portions of the Property which Landlord may from time to time designate for Tenant's non-exclusive use.          i.    Hazardous Material:    any hazardous or toxic substance, material, or waste including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172. 101) or by the Environmental Protection   1        Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials, and wastes that are or become regulated under any applicable federal, state, or local law, ordinance, or regulation including, but not limited to, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund"), the Clean Air Act, and the Clean Water Act.          j.    Landlord:    Turf Village Offices, LLC, a Maryland limited liability company.          k.    Landlord's Address:    10233 South Dolfield Road, P.O. box 369, Owings Mills, Maryland 21117, Attn: Ms. Sharon Dowell.          l.    Monthly Installment of Annual Rent:    an amount equal to one-twelfth (1/12th) of the Annual Rent.          m.    Mortgage:    any mortgage, deed of trust, ground lease or security agreement affecting the Property or, any part thereof, at any time.          n.    Mortgagee:    the beneficiary of any Mortgage.          o.    Normal Business Hours:    the hours from 8 a.m. to 6 p.m. Monday through Friday, and 9 a.m. to 1 p.m. on Saturday, except legal holidays observed by the United States federal government.          p.    Notices:    all notices, requests, demands, or other communications which may be or are required or permitted to be served or given under this Lease.          q.    Operating Expenses:    Commencing with Option 1 Renewal, Option 2 Renewal and Option 3 Renewal reasonable expenses incurred by Landlord in connection with the operation of the Property. By way of example, but without limitation, operating expenses shall include any and all of the following: casualty and liability insurance; management fees; common area maintenance and repairs, trash removal; snow removal, grounds maintenance, cleaning of common areas, security services, water and sewer charges and/or fees, and any and all other expenses or charges of any nature whatsoever, whether or not herein mentioned, which would be included in Operating Expenses in accordance with sound accounting and management principles generally accepted with respect to the operation of first class office buildings in the Baltimore Metropolitan area.          r.    Operating Expense Escrow Payment:    Commencing with Option 1 Renewal, Option 2 Renewal and Option 3 Renewal one-twelfth (1/12th) of Landlord's estimate of Tenant's Percentage of the increase in the Operating Expenses over the Base Year Operating Expenses.          s.    Original Term:    a period of eight (8) months commencing on the Commencement Date. Should the Commencement Date fall other than on the fifteenth day of a month, the Term shall be equal to the number of years set forth herein plus the portion of the month remaining from the Commencement Date until the last day of the month.          t.    Premises:    Suite 211 on the second floor of the Building, consisting of approximately One Thousand Seventy Five (1,075) rentable square feet, which is the space to be leased by Tenant hereunder and outlined on Exhibit A, attached hereto and incorporated by reference herein.          u.    Property:    all that tract or parcel of land owned by Landlord consisting of approximately 1.545 acres more or less being known as Lot 2 as shown on the Plat entitled "Timonium Heights" as recorded among the Land Records of Baltimore County, Maryland in Plat Book SM 57, folio 135.   2                v.    Renewal Term:    a period of one (1) year commencing upon the expiration of the Original Term or any other Renewal Term. The Renewal Terms are referred to as the "First Renewal Term," the "Second Renewal Term," and "Third Renewal".          w.    Rent:    all Annual Rent, Monthly Installments of Annual Rent, and Additional Rent payable by Tenant to Landlord under this Lease.          x.    Security Deposit:    None.          y.    Taxes:    all taxes, assessments, and governmental charges of any kind and nature whatsoever levied or assessed against the Property.          z.    Tax Escrow Payment:    Commencing with First Renewal Term, Second Renewal Term and Third Renewal Term one-twelfth (1/12) of Landlord's estimate of Tenant's percentage of the increases in the Taxes over Base Year Taxes.          aa.    Tenant:    Carrollton Mortgage Services, Inc. Robert Altieri. President          bb.    Tenant's Address:    344 N. Charles Street, Baltimore, Maryland 21201.          cc.    Tenant's Percentage:    Commencing with Renewal option 1, Renewal Option 2 and Renewal Option 3; Three and 38/100ths percent (3.38%), the percentage equivalent to a fraction having as its numerator the number of square feet in the Premises (inclusive of a Twelve percent (12%) core factor) and as its denominator the number of square feet of rentable floor space in the Building (i.e. 31,751 square feet).          dd.    Term:    the Original Term and any Renewal Term as to which Tenant exercises an option.           When used herein, the singular shall apply to the plural, the plural the singular, and the use of any gender shall apply to all genders.          2.    DEMISE OF PREMISES.    Landlord leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term, Rent, and upon the terms, covenants, and conditions set forth herein.          3.    IMPROVEMENTS.              a.     Landlord agrees to perform or cause to be performed within a reasonable period of time all that work set forth on Schedule 1  to be attached hereto and made a part hereof at the price indicated therein unless Landlord has agreed to permit Tenant to perform or cause to be performed said work. No improvements other than those on Schedule 1 will be performed or permitted without Landlord's prior written consent.          b.     Any work Landlord authorizes pursuant to Schedule 2 attached hereto and made a part hereof shall be performed at Tenant's expense. During Tenant's performance of such work, Tenant shall at its expense, remove from the Property all trash which it may accumulate. During such period of work, Tenant shall not unreasonably interfere with Landlord's construction activities and shall maintain workmen's compensation, liability and builder's risk insurance in amounts satisfactory to Landlord. All work done by Tenant shall be done in accordance with all applicable building codes, statutes, regulations, laws, ordinances of federal, state, county and municipal authorities and with any direction or order made pursuant to law by any public official or agency. All improvements (as distinguished from trade fixtures) shall be the property of Landlord and may not be removed without its consent.          c.     By opening the Premises for business, Tenant shall be deemed to have: (i) accepted the Premises, (ii) acknowledged that the Premises are ready for occupancy hereunder, and (iii) agreed that the obligations of the Landlord pursuant to the attached Schedule 1 have been fully performed.   3                 4.    RENT.    Tenant shall pay Monthly Installments of Annual Rent in advance on the first day of each month for the Term of this Lease, without deduction, set-off, recoupment, counterclaim, or demand, at Landlord's Address or at such other place as shall be designated in writing by Landlord. If the Term shall commence or end on a day other than the first day of a month, the Monthly Installments of Annual Rent for any such partial month of the Term shall be prorated on a per diem basis. Upon the execution of this Lease, Tenant shall pay an amount equal to one (1) Monthly Installment of Annual Rent          5.    LATE PAYMENTS.    In the event that any Monthly Installment of Annual Rent or Additional Rent shall be past due for more than ten (10) days, Tenant shall pay to Landlord as Additional Rent a late charge equal to the greater of (a) five percent (5%) of the unpaid Rent, or (b) the interest on the unpaid Rent from the date when due until payment at the rate of fifteen percent (15%) per annum, or, if less, the highest rate permitted by law. The late charge imposed under this Section is not a penalty and has been agreed to by Landlord and Tenant as necessary to compensate Landlord for its additional costs associated with late payment.          6.    SECURITY DEPOSIT.    N/A          7.    RENEWAL.    Upon the expiration of the Original Term, Tenant shall have an option to extend this Lease for a Renewal Term of one (1) year, provided that Tenant gives Landlord at least ninety (90) days prior written notice of its unconditional and irrevocable exercise of each such option and provided further Tenant is not then and has not been in default hereunder. In the event that Tenant exercises its option as to any Renewal Term, all provisions of this Lease shall apply during each Renewal Term except that the Annual Rent and Monthly Installments of Annual Rent which shall be as follows:  RENEWAL OPTION 1:     TERM    ANNUAL RENT   MONTHLY RENT   From 03/15/05 to 03/14/06   $ 15,103.00   $ 1,258.58    RENEWAL OPTION 2:     From 03/15/06 to 03/14/07   15,556.00   1,296.34    RENEWAL OPTION 3:     From 03/15/07 to 03/14/08   16,022.70   1,335.23            8.    UTILITIES AND SERVICES.    From and after the Commencement Date, to the extent utilities are separately metered for the Premises, Tenant shall make arrangements with each utility company and public body to provide, in Tenant's name, electricity for heat, air conditioning and lighting and telephone, necessary for Tenant's use of the Premises. Tenant shall pay directly to the companies furnishing utility service the cost of all service connection fees and the cost of all utilities consumed throughout the Term. In the event that Tenant fails to pay in a timely manner any sum required under this Section, Landlord shall have the right, but not the obligation, to pay any such sum. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand therefore. To the extent any utilities are not separately metered for the Premises, Landlord shall furnish such utility services to Tenant, and in such event, the cost of provision of such services shall be charged to Tenant as Additional Rent. The amount charged for such utility service shall be determined by Landlord, which determination shall be conclusive and binding on Tenant. Any additional Rent owing by Tenant to Landlord for utilities shall be due and payable within five (5) days after demand therefore.  4               9.    TAXES.              a.     Tenant shall be liable for all taxes levied against personal property, trade fixtures, and tenant improvements placed by Tenant in the Premises. If any such taxes based on the personal property or trade fixtures placed by Tenant in the Premises are levied against Landlord or Landlord's property, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.          b.     Landlord shall pay all Taxes currently assessed against the Building and the Property. Tenant agrees to pay to Landlord as Additional Rent Tenant's Percentage of all increases in taxes in excess of base year taxes commencing with Renewal Option 1, Renewal Option 2 and Renewal Option 3. Landlord is authorized to deposit those funds in a non-interest-bearing account (in which account other monies of Landlord may be comingled provided Landlord maintains accurate books and records with respect thereto). Tenant authorizes Landlord to use the funds paid to Landlord under this Section to pay the Taxes levied or assessed against the Property. Each Tax Escrow Payment shall be Additional Rent and shall be due and payable at the same time and in the same manner as the time and manner of the payment of Annual Rent as provided herein. The Tax Escrow Payment account of Tenant shall be reconciled annually. If the Tenant's total Tax Escrow Payments are less than Tenant's Percentage of the increase in Taxes over the Base Year Taxes, Tenant shall pay the difference to Landlord upon demand; if the total Tax Escrow Payments of Tenant are more than Tenant's Percentage of the increase in Taxes over the Base Year Taxes, Landlord shall retain such excess and credit it to Tenant's Tax Escrow Payment obligation. If Tenant should fail to pay any Taxes required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Taxes. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand thereof.          c.     If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, levies, or charges levied, assessed, or imposed on real estate and the improvements thereon, there shall be levied, assessed, or imposed on Landlord a capital levy or other tax directly on the rents received there from and/or a franchise tax assessment, levy, or charge measured by or based, in whole or in part, upon such rents or the Building, then such taxes, assessments, levies, or charges that are in lieu of the present method of taxation shall be deemed to be included within the term "Taxes" for the purposes hereof.          d.     Any payment to be made pursuant to this Section with respect to the real estate tax year in which this Lease terminates shall bear the same ratio to the payment which would be required to be made for the full year as that part of such tax year covered by the Term of the Lease bears to a full tax year.           10.    COMMON AREAS AND EXPENSES.    In addition to the use of the Premises, Tenant, its employees, and business invitees shall have the right to use the Common Areas in common with Landlord and other tenants of the Building, their employees, and business visitors. Tenant shall not obstruct the Common Areas or use them for any purpose other than their customary or intended purposes. All Common Areas shall be subject to the exclusive control of Landlord. Landlord shall operate, manage, equip, police, light, and maintain the Common Areas, all in such manner as Landlord, in its sole discretion, may, from time to time determine, and Landlord shall have the sole right and exclusive authority to employ and discharge all personnel with respect thereto. Landlord hereby expressly reserves the right to maintain security for the Common Areas; to use and to allow others to use the Common Areas for any purpose; to change the size, area, level, location, and arrangement of the Common Areas; to close temporarily all or any portion of the Common Areas for the purpose of making repairs, changes, or alterations thereto or performing necessary maintenance in  5      connection with any emergency or for any other purpose whatsoever, whether such purpose is similar or dissimilar to the foregoing.          Commencing with Renewal Option 1, Renewal Option 2 and Renewal Option 3: Tenant agrees to pay Landlord as Additional Rent Tenant's Percentage of all Operating Expenses in excess of Base Year Operating Expenses attributable to the Property. During each month of the Term, Tenant shall pay to Landlord the Operating Expense Escrow Payment. Landlord is authorized to deposit those funds in a non-interest-bearing account (in which account other monies of Landlord may be co-mingled provided Landlord maintains accurate books and records with respect thereto). Tenant authorizes Landlord to use the funds paid to Landlord to pay the Operating Expenses. Each Operating Expense Escrow Payment shall be Additional Rent and shall be due and payable at the same time and in the same manner as the time and manner of the payment of Annual Rent as provided herein. The Operating Expense Escrow Account of Tenant shall be reconciled annually and a statement documenting the Operating Expenses for such year shall be provided to Tenant upon request. If the Tenant's total Operating Expense Escrow Payments are less than Tenant's Percentage of the increase in Operating Expenses over Base Year Operating Expenses, Tenant shall pay the difference to Landlord upon demand; if the total Operating Expense Escrow Payments of Tenant are more than Tenant's Percentage of the increase in Operating Expenses over Base Year Operating Expenses, Landlord shall retain such excess and credit it to Tenant's Operating Expense Payments.          11.    COMPLIANCE WITH LAW RESTRICTIONS ON USE.              a.     Tenant shall not use or permit the Premises, or any part thereof, to be used for any purposes other than general offices. Furthermore, no use of the Premises shall be made or permitted to be made that shall result in: (i) waste of the Premises or any part thereof, (ii) a public or private nuisance that may disturb the quiet enjoyment of Landlord or other tenants of the Property; (iii) improper, unlawful, or objectionable use; or (iv) noises or vibrations that may disturb the Landlord or other tenants. Tenant shall comply at its own expense with all restrictive covenants and governmental regulations and statutes affecting the Premises either now or in the future          b.     Tenant shall at all times during the Term comply with all laws, ordinances, and regulations of federal, state, and local authorities pertaining to Tenant's use of the Premises and with the recorded covenants, conditions, and restrictions, regardless of when they become effective, including, without limitation, all applicable federal, state, and local laws, ordinances, or regulations pertaining to air and water quality, Hazardous Material, waste disposal, air emissions, and other environmental matters, all zoning and other land use matters, utility availability, and with any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with respect to the use or occupation of the Premises.           12.    SERVICES, REPAIRS, AND MAINTENANCE BY TENANT.    Tenant shall at all times and at its own expense keep and maintain the Premises in good order and repair, and in a neat, safe, clean, and orderly condition, including, but not limited to, regular janitorial and cleaning of the Premises, repairs and replacements to the plumbing and electrical apparatus therein, the HVAC system serving the Premises. Tenant, at its own expense, will maintain a service contract with a state licensed HVAC contractor to maintain the HVAC equipment in good and operable order during the Term of the Lease. Tenant shall not overload the electrical wiring serving the Premises or within the Premises. Tenant will repair promptly at its own expense by or under the direction of Landlord any damage (whether structural or nonstructural) to the Premises or the Building caused by any construction or alterations performed by Tenant or by bringing into the Premises or on the Property any property for Tenant's use, or by the installation or removal of such property, regardless of fault or by whom such damage shall be caused, unless solely by the gross negligence of Landlord.  6              13.    REPAIRS BY LANDLORD.    Except as otherwise provided herein, Landlord shall maintain the central heating and air conditioning system of the Building and the electrical wiring serving the Premises where within the Premises and shall make all structural repairs, including, but not limited to structural columns and floors (excluding floor coverings such as carpet and floor tile) of the Premises, the roof of the Building, and the exterior walls of the Building, provided Tenant gives Landlord written notice specifying the need for and nature of such repairs; provided, however, if Landlord is required to make any repairs to such portions of the Premises or Building by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's contractors or subcontractors or its or their agents or employees, or by reason of any unusual use of the Premises by Tenant (whether or not such use is a permitted use hereunder), Landlord may collect the reasonable cost of such repairs, as Additional Rent, upon demand. Except as provided herein, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption, or injury to business arising from the making of any repairs or changes which Landlord is required or permitted by this Lease to make, or by any other tenant's lease or required by law to make in or to any portion of the Premises, Building, or Common Areas.          14.    PLACEMENT OF HEAVY EQUIPMENT.    Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry or which may be allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, computers, or other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant's expense.          15.    FORCE MAJEURE.    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 not be affected, impaired, or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable 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 or otherwise hindered from doing so by reason of any outside cause whatsoever. Similarly, Landlord shall not be liable for any interference with any services supplied to Tenant by others except if due to gross negligence or willful misconduct of Landlord. Nothing contained in this Section shall be deemed to impose any obligation on Landlord not expressly imposed by other provisions of this Lease.          16.    SURRENDER OF PREMISES.    At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Premises in broom clean condition and good order and repair and otherwise in the same condition as the Premises was upon the commencement of this Lease, except ordinary wear and tear.  7                 17.    ABANDONING PREMISES OR PERSONAL PROPERTY.    Tenant shall not vacate or abandon the Premises at any time during the Term of this Lease.          18.    QUIET ENJOYMENT.    Landlord warrants that Tenant shall be granted peaceable and quiet enjoyment of the Premises free from any eviction or interference by Landlord if Tenant pays the Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein.          19.    INDEMNIFICATION AND WAIVER OF CLAIM             a.     Tenant will defend and will indemnify Landlord and save Landlord harmless from and against any and all claims, actions, damages, liability, and expense (including, but not limited to, reasonable attorneys' fees) in connection with the loss of life, bodily injury, or damage to property or business arising from, related to, or in connection with the occupancy or use by Tenant or any assignee, subtenant, concessionaire, or licensee of the Premises or any part of Landlord's personal property or the Building or occasioned wholly or in part by any act or omission of Tenant or any assignee, subtenant, concessionaire, or licensee or its or their contractors, subcontractors, or its or their agents or employees or other persons on the Premises. Tenant shall also pay all reasonable costs, expenses, and attorneys' fees that may be expended or incurred by Landlord in enforcing the covenants and agreements of this Lease. The provisions of this Section shall survive the termination or earlier expiration of this Lease. Landlord shall not be liable for, and Tenant, in consideration of Landlord's execution of this Lease, hereby releases all claims against Landlord for loss or damage that may be occasioned by or through the acts or omissions of other tenants, their contractors and subcontractors and their agents, invitees, or employees, or for loss of life, bodily injury, or damage to property or business sustained by Tenant or any person claiming through Tenant or on the Premises resulting from any fire, accident, occurrence, or any other condition in or upon the Property or any part thereof. The foregoing waiver and release is intended by Landlord and Tenant to be absolute, unconditional, and without exception and to supersede any specific repair obligation imposed upon Landlord hereunder; provided that such waiver and release shall not apply to the gross negligence or willful misconduct of Landlord.          b.     Notwithstanding anything to the contrary herein contained, Landlord and Tenant do mutually each release and discharge the other, and all persons against whom their insurance company or companies would have a right or claim by virtue of subrogation, of and from all suits, claims, and demands whatsoever, for loss or damage to the property of the other, even if caused by or occurring through or as a result of any negligent act or omission of the party released hereby or its contractors, subcontractors, agents, or employees, so long as and to the extent that such loss or damage is covered by insurance benefiting the party suffering such loss or damage or was required to be so covered under this Lease. Each party further agrees that each will cause its policies of insurance for fire and extended coverage to be so written as to include a waiver of subrogation. It is hereby stipulated that this insurance shall not be invalidated should the insured or any of them waive in writing prior to a loss any or all right of recovery against any person or entity for loss occurring to the property described herein. If the inclusion of such a clause occasions additional cost for the policyholder, the other party shall be given notice of such additional cost and the opportunity to pay it within thirty (30) days, in which case the policyholder shall require the insurance company to include the clause. If either party shall elect to be a self-insurer of its property to the extent permitted by this Lease, such waiver of subrogation shall be applicable thereto to the same extent as if any loss or damage were covered by insurance.          20.    INSURANCE.             a.     Tenant will keep in force with companies licensed to do business in the State of Maryland and which have a rating of A or better and a financial size rating of X or larger from Best's Key Rating Guide and Supplemental Service, Property, Casualty (or comparable insurance rating service), at  8      Tenant's expense at all times during the Term of this Lease and during such other times as Tenant occupies the Premises or any part thereof:            (1)   Commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires, or licensees of Tenant in the Premises with minimum combined single limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. Such liability insurance shall, in addition, extend, through contractual liability insurance, to any liability of Tenant arising out of the indemnities provided in Section 19 and shall be subject to the waiver of subrogation specified therein. Such liability insurance shall also include broad form endorsement coverage, including personal injury coverage. If the nature of Tenant's operation is such as to place any or all of its employees under the coverage of applicable workers' compensation or similar statutes, Tenant shall also keep in force, at its own expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits.          (2)   Fire insurance with standard broad form extended coverage and full replacement cost endorsements covering (A) all of Tenant's contents, furniture, furnishings, machinery, such equipment as is not affixed to the Premises, trade fixtures, and signs, and (B) Tenant's interest in all of the improvements and betterments installed in the Premises by Tenant.          (3)   Such other types of insurance and such additional amounts of insurance as, in Landlord's judgment, are necessitated by good business practice.            b.     On or before the Commencement Date, Tenant will deposit with Landlord copies of policies of insurance required by the provisions of this Section together with satisfactory evidence of the payment of the required premium or premiums thereof. Failure to deposit such policies shall not relieve Tenant of its obligation to obtain and keep in force insurance coverage required by this Lease. The insurance required hereby may be maintained by means of a policy or policies of blanket insurance so long as the provisions of this Lease are fully satisfied and the required amounts are specifically allocated to the Premises without possibility of diminution because of occurrences on other properties.          c.     All policies of insurance required to be carried by Tenant by this Section hereof shall provide that the policies shall not be subject to cancellation, termination, or change except after thirty (30) days' prior written notice to Landlord, and all such policies shall name Landlord as an additional insured as its interest may appear.          d.     If Tenant shall not comply with its covenants made in this Section, Landlord, in addition to Landlord's other remedies hereunder, may (but shall not be obligated to) cause insurance as aforesaid to be issued, and in such event Tenant agrees to pay the premium for such insurance as Additional Rent promptly upon Landlord's demand therefor.          e.     Landlord will keep in force with companies licensed to do business in the State of Maryland at Landlord's expense at all times during the term of this Lease:            (1)   Commercial general liability insurance written on an occurrence basis with respect to the Building, the Common Areas of the Building, and the Property with minimum combined single limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. Such liability insurance shall, in addition, extend to any liability of Landlord arising out of the indemnities and be subject to the waiver of subrogation provided in Section 19. Such liability insurance shall also include broad form endorsement coverage, including personal injury coverage. If the nature of Landlord's operation is such as to place any or all of its employees under the coverage of local workers' compensation or similar statutes, Landlord shall also keep in force, at its own expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits.    9                (2)   All-risk casualty insurance with replacement cost endorsement and without deductible, covering the Property, the Building, and the Premises, including all leasehold improvements therein in an amount equal to the full replacement value thereof, exclusive of land. All proceeds of insurance shall be used to restore the Premises, the Building, and the Property to the condition in which they were prior to the occurrence of the loss.            f.      If for any reason including, but not limited to, the abandonment of the Premises, Tenant's failure to pay any insurance premium, or Tenant's failure to occupy the Premises as herein permitted, Tenant fails to provide and keep in force any or all of the insurance policies set forth in this Section, then in such event Tenant shall indemnify and hold Landlord harmless against any and all claims, actions, damages, liability, and expense (including, but not limited to, reasonable attorneys' fees) which would have been covered by such insurance.          21.    EFFECT ON INSURANCE.    Tenant will not do, omit to do, or suffer to be done or keep or suffer to be kept anything in, upon, or about the Property which will violate the provisions of Landlord's policies insuring the Premises and the Building against loss or damage by fire or other hazards (including, but not limited to, public liability), which will adversely affect Landlord's fire or liability insurance premium rating or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done, or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or about the Property shall cause the premium rate of fire or other insurance on the Premises or the Property in companies acceptable to Landlord to be increased beyond the established rate from time to time fixed by the appropriate underwriters with regard to the use of the Premises for the purposes permitted under this Lease or to the Property for the use or uses being made thereof, Tenant will pay the amount of such increase as Additional Rent upon Landlord's demand and will thereafter pay the amount of such increase, as the same may vary from time to time, with respect to every premium relating to coverage of the Premises and the Property during a period falling within the Term of this Lease until such increase is eliminated.          22.    TOTAL OR PARTIAL DESTRUCTION OF PREMISES.             a.     If the Premises or the hallways, stairways or other approaches thereto are damaged by fire or other casualty but the Premises is not thereby rendered untenantable in whole or in part, Landlord, at its own expense, subject to the limitations set forth in this Lease, shall cause such damage to be repaired, and the Annual Rent and Additional Rent shall not be abated. If by reason of any damage or destruction to the Premises or the approaches, the Premises shall be rendered untenantable in whole or in part, (i) Landlord, at its option, at its own expense, subject to the limitations set forth in this Lease, may cause the damage to be repaired, and the Annual Rent and Additional Rent shall be abated proportionately as to the portion of the Premises rendered untenantable while it is untenantable, or (ii) Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days from and after the occurrence of such damage or destruction, to terminate this Lease, and the Annual Rent and Additional Rent shall be adjusted as of such date of termination. In no event shall Landlord be obligated to expend for any repairs or reconstruction pursuant to this Section an amount in excess of the insurance proceeds, if any, recovered by it and allocable to the damage to the Premises after deducting therefrom Landlord's reasonable expenses in obtaining such proceeds and any amounts required to be paid to Landlord's Mortgagee. The provisions hereof are subject to the terms of Section 23.          b.     Notwithstanding anything set forth herein to the contrary, Tenant shall be responsible for all repairs and replacements of damage and/or destruction of the Premises necessitated by burglary or attempted burglary, or any other illegal or forcible entry into the Premises.          c.     Tenant covenants that it will give written notice to Landlord of any accident or damage, whether such accident or damage is caused by insured or uninsured casualty, occurring in, on, or about the Premises within one (1) business day after Tenant has or should have had knowledge of the  10       occurrence of such accident or damage. If Tenant breaches its covenant set forth hereunder, Landlord, in addition to all other rights and remedies under this Lease, at law or in equity shall, at its option, be relieved of any of its obligations under this Section.          d.     If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 22a, Landlord determines that in its reasonable judgment that the repairs and restoration cannot be substantially completed within 180 days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Section, then landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord.          23.    TOTAL OR PARTIAL DESTRUCTION OF BUILDING.             a.     In the event that twenty-five percent (25%) or more of the rentable floor area of the Building shall be damaged or destroyed by fire or other cause, notwithstanding that the Premises may be unaffected by such fire or other cause, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days after said occurrence, to terminate this Lease. Upon the giving of such notice, the Term of this Lease shall expire, the Annual Rent and Additional Rent to be adjusted as of the date of termination, and Tenant shall vacate the Premises and surrender the same to Landlord.          b.     If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 24a, Landlord determines that in its reasonable judgment that the repairs and restoration cannot be substantially completed within 180 days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Section, then landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10'th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord.          24.    ALTERATIONS.    Tenant agrees that it will not make any alterations (whether structural or otherwise), improvements, additions, repairs, or changes to the interior or exterior of the Premises during the Term of this Lease without in each instance obtaining Landlord's prior written consent. Together with each request for such consent, Tenant shall present to Landlord reasonably detailed plans and specifications for such proposed alterations, improvements, additions, repairs, or changes; provided, however, approval of such plans and specifications by Landlord shall not constitute any assumption of any responsibility by landlord for their accuracy or sufficiency, and Tenant shall be solely responsible for such items. Any alterations, improvements, additions, repairs, or changes made by Tenant shall, unless Landlord gives notice to Tenant to remove the same, remain upon the Premises at the expiration or earlier termination of the Term of this Lease and shall become the property of Landlord immediately upon installation thereof.          25.    MECHANICS' LIENS.    Tenant shall not do or suffer to be done any act, matter or thing whereby Landlord's or Tenant's interest in the Premises, or any part thereof, may be encumbered by any mechanics' lien. Tenant shall discharge or stay the enforcement by bond or otherwise, within ten (10) days after the date of filing, any mechanics' liens filed against Tenant's interest in the Premises, or any part thereof, purporting to be for labor or material furnished or to be furnished to Tenant. Landlord may, at its option, 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 shall be deemed Additional Rent. Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and no  11       mechanics' or other lien for labor or materials shall attach to or affect the reversionary or other estate or interest of Landlord in and to the Premises or the Building.          26.    BREACH OR DEFAULT.    Tenant shall have breached this Lease and shall be considered in default hereunder if (a) Tenant fails to pay Annual Rent or Additional Rent within 10 days of the date payment is due after 10 days written notice from Landlord; (b) Tenant files a petition in bankruptcy or insolvency or for reorganization under any bankruptcy or insolvency law or act, or makes an assignment for the benefit of creditors; (c) involuntary proceedings are instituted against Tenant under any bankruptcy or insolvency law or act; (d) Tenant fails to perform or comply with any of the covenants or conditions of this Lease or the rules and regulations now or hereinafter established for the Premises, Building, or Property within ten (10) days written notice thereof; or (e) the Premises shall be deserted or vacated.          27.    EFFECT OF BREACH.             a.     In the event of a breach of this Lease as set forth in Section 26, Landlord shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) to re-enter the Premises, using force if necessary, to dispossess Tenant and all other occupants from the Premises and to remove any or all of Tenant's property at the Premises, (ii) to store Tenant's property in a public warehouse or elsewhere at the cost, risk, and expense of Tenant, without Landlord's being deemed guilty of trespass or becoming liable for any loss or damage which may occur on Tenant's property, and (iii) upon ten (10) days' written notice to Tenant, which the parties agree is commercially reasonable, to sell at public or private sale any or all of said property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all sums due hereunder), with the proceeds of sale to be applied: first, to the reasonable costs and expenses of retaking, removal, storage, preparing for sale, and sale of the property (including reasonable attorney's fees); and second, to the payment of any sums due hereunder to Landlord (including Rent, charges, and damages, both theretofore and thereafter accruing); and, third, any surplus to Tenant.          b.     Further, upon the occurrence of any such breach, Landlord, in addition to any other remedies it may have at law, in equity, or under any other provision of this Lease, shall have the right to terminate this Lease, as well as all right, title, and interest of Tenant hereunder, by giving to Tenant not less than five (5) days' advance written notice of Landlord's election to cancel and to terminate this Lease. Upon the expiration of the time fixed in the notice of termination, this Lease and the balance of the Term then remaining, as well as all of the right, title, and interest of Tenant under this Lease, shall expire in the same manner and with the same force and effect (except for the Tenant's liability as hereinafter set forth) as if the expiration of the time fixed in the notice of termination was the date upon which the Term would normally have expired. Tenant shall then immediately quit and surrender the Premises and each and every part thereof to Landlord, and Landlord may enter upon the Premises, by force, summary proceedings, or otherwise. In any of such events, Landlord shall be entitled to the benefit of all provisions of the ordinances and public local laws of the city or county where the Property is located and of the Public General Laws of the State of Maryland dealing with the speedy recovery of lands and tenements held over by tenants or proceedings in forcible entry and detainer. Upon any entry or re-entry by Landlord, with or without legal process, Landlord shall also have the right (but not the obligation) to relet all or any part of the Premises, from time to time, at the risk and expense of Tenant. No re-entry by Landlord with or without a declaration of termination shall be deemed to be an acceptance or a surrender of this Lease or as a release of the Tenant's liability for damages under the provisions of this Section.          c.     Tenant further agrees (i) notwithstanding re-entry by Landlord with or without termination pursuant to the provisions of Section 27a, r (ii) if this Lease is otherwise terminated by reason of Tenant's default, or (iii) if Landlord retakes possession with or without process of law and/or re-enters  12       with or without a declaration of termination, or (iv) if Landlord, following any of the foregoing events, elects to let or relet the Premises (whether once or more than once during the remainder of the Term, and upon such conditions as are satisfactory to Landlord) that Tenant shall, nevertheless, in each instance, remain liable for the performance of any covenant of this Lease then in default and for all Rent and all other charges and damages which may be due or sustained before and after the date of default, together with the cost of seizure and repossession of the Premises and reasonable attorneys' fees incurred by Landlord as a result of the breach of this Lease.          d.     In any of the events described in the preceding Subsection, Tenant agrees that it will remain liable to Landlord for liquidated damages and shall pay at the sole election of Landlord either:            (1)   on demand an amount of money equal to the net present value of the amount of Rent which would have become payable during the unexpired portion of the Term hereof remaining at the time of re-entry, repossession, or termination presuming the Additional Rent to be the same as was payable for the year immediately preceding such termination discounted at the rate equal to the then Prime Rate announced by Mercantile SafeDeposit and Trust Company in Baltimore, Maryland or any successor bank; or          (2)   sums equal to the Annual Rent and Additional Rent (as above presumed) payable hereunder which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Premises, payable monthly, in advance, but otherwise upon the terms therefor specified herein following such termination or such re-entry and until the expiration date, provided, however, that if Landlord shall relet the Premises or any portion or portions thereof during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting expenses incurred or paid by Landlord in terminating the Lease or in re-entering the Premises and in securing possession thereof, as well as the expenses of reletting, including altering and preparing the Premises or any portion or portions thereof for new tenants, brokers' commissions, advertising expenses, reasonable attorneys' fees, and all other expenses properly chargeable against the Premises and the rental therefrom; it being understood that any such reletting may be for a period shorter or longer than the remaining term of this Lease, but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this Subsection to a credit in respect of any net rents from a reletting, except to the extent that such net rents are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment shall be made of the rent received from such reletting and of the expenses of reletting, and Landlord shall have the right to grant rent concessions to attract one or more new tenants and to permit the term of any new lease covering part or all of the Premises to be for a shorter or longer period than provided for herein.    In the event Landlord elects to collect damages from Tenant under this Lease at any time subsequent to such election and upon ten (10) days prior written notice to Tenant, Landlord may elect to collect a lump sum under Section 27.d(1) above, crediting Tenant with amounts theretofore received by Landlord as damages. Landlord shall have no obligation to relet part or all of the Premises subsequent to termination of the Lease and upon Tenant's default.          e.     Suit or suits for the recovery of such deficiency or damages or for a sum equal to any Monthly Installment or Installments of Annual Rent and Additional Rent and other charges payable hereunder may be brought by Landlord from time to time, at Landlord's election. Nothing herein contained shall be deemed to require Landlord to await the date when this Lease or the Term would have normally expired had there been no such default by Tenant or no such termination by Landlord, nor shall  13       Landlord be barred by any claim involving a statute of limitations or other defense should Landlord delay in filing suit.          f.      Nothing in this Section shall limit or prejudice the right of Landlord to prove and to obtain, as liquidated damages by reason of a termination arising out of the provisions of this Section, an amount equal to the maximum allowed by any statute or rule of law in effect as of the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of liquidated damages computed under this Section.          g.     Notwithstanding anything to the contrary contained in this Section, in the event of a breach of this Lease by Tenant, Landlord agrees to use commercially reasonable efforts to mitigate its damages.          28.    LANDLORD'S LIEN.    To secure the payment of all Rent due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby grants to Landlord an express first and prior contract lien and security interest on all property (including fixtures, equipment, chattels and merchandise) which may be placed in the Premises, and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in Rent due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest are given in addition to the Landlord's statutory lien and shall be cumulative thereto or alternative thereto as elected by Landlord at any time. Tenant agrees, upon request, to execute one (1) or more financing statements evidencing Landlord's lien as provided in this Section.          29.    ACCESS BY LANDLORD.             a.     Landlord and its contractors and subcontractors, and its or their agents and employees may at all reasonable times during the Term of this Lease enter to inspect the Premises and/or may show the Premises and Property to others, provided that such entrance is with prior notice to Tenant. In the event of notice of termination of this Lease or during the last six (6) months of the Term, unless Tenant has theretofore properly exercised any remaining option to extend this lease, Landlord shall have the right from the date of such notice to display "For Rent" signs, and Landlord and/or Landlord's agents may show the Premises and all parts thereof to prospective tenants during Normal Business Hours.          b.     Landlord also reserves the right, after notice of intention to so enter (except that in the event of an emergency, no notice shall be required), to enter the Premises at any time and from time to time to make such repairs, additions, or alterations or remedy any contamination as it may deem necessary for the safety, improvements, preservation, or condition thereof, or of the Property, but Landlord assumes no obligation to do so, and the performance thereof by Landlord shall not constitute a waiver of Tenant's default in failing to perform the same.          30.    INTENTIONALLY DELETED.             31.    ASSIGNMENT AND SUBLETTING.             a.     Tenant shall not make or permit an Assignment of this Lease or any interest of Tenant herein, in whole or in part, by operation of law or otherwise, without first obtaining in each and every instance the prior written consent of Landlord, which consent may be withheld in the sole and absolute subjective discretion of Landlord.          b.     Any consent by Landlord to an Assignment shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent Assignment, including, but not limited to, a subsequent Assignment by any trustee, receiver, liquidator, or personal representative of Tenant. In the event Tenant executes an agreement to effect an Assignment, such agreement shall provide (i) that the subtenant or other occupier of space shall take  14       subject to this Lease, (ii) that the occupier shall also fulfill all obligations of Tenant under this lease as they pertain to the portion of the Premises set forth in the Assignment, and (iii) that with respect to such portion of the Premises, the occupier shall be deemed to be the Tenant under this Lease.          c.     If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the Premises be sublet or used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in any manner.          32.    CONDEMNATION.    If more than twenty-five percent (25%) of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain, condemnation, or expropriation or in the event of a conveyance in lieu thereof, then this Lease shall terminate as of the date on which possession of the Premises is required to be surrendered to the condemning authority, and Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term of this Lease.          If twenty-five percent (25%) or more of the Building shall be so taken or conveyed, then in such events notwithstanding the fact that the Premises in whole or in part is not so taken or conveyed, Landlord shall have the right and power, at its option to be exercised by written notice to Tenant, to terminate this Lease effective either the date title vests in the condemning authority or the date Landlord is required to deliver possession of the part so taken or conveyed. In any event, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired Term of this Lease.          In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such condemnation, and Landlord is to receive the full amount of such award. Tenant hereby expressly waives any right or claim to any part thereof and assigns to Landlord any such right or claim to which Tenant might become entitled.          Notwithstanding the foregoing, Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant under law in Tenant's own right for or on account of, and limited solely to, any cost which Tenant might incur in removing Tenant's furniture, fixtures, leasehold improvements, and equipment.          33.    EXECUTION OF ESTOPPEL CERTIFICATE.    At any time, and from time to time, upon the written request of Landlord or any Mortgagee, Tenant, within ten (10) days of the date of such written request, agrees to execute and deliver to Landlord and/or such Mortgagee, without charge and in a form satisfactory to Landlord and/or such Mortgagee, a written statement: (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the Term of this Lease; (c) certifying that Tenant is in occupancy of the Premises and that the Lease is in full force and effect and has not been modified, assigned, subleased, supplemented, or amended except by such writings as shall be stated; (d) certifying that all conditions and agreements under this Lease to be satisfied or performed by either Landlord or Tenant have been satisfied and performed except as shall be stated; (e) certifying that Landlord is not in default under the Lease and there are no defenses, set-offs, recoupments, or counterclaims against the enforcement of this Lease by Landlord, or stating the defaults, defenses, set-offs, recoupments and/or counterclaims claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by Tenant and the date to which such Rent has been paid; (g) reciting the amount of the Security Deposit; and (h) containing any other information which Landlord or the Mortgagee shall reasonably require.  15               The failure of Tenant to execute, acknowledge, and deliver to Landlord and/or any Mortgagee a statement in accordance with the provisions of this Section within the period set forth herein shall constitute an acknowledgment by Tenant which may be relied upon by any person holding or intending to acquire any interest whatsoever in the Premises or the Building, that this Lease has not been assigned, amended, changed, or modified, is in full force and effect, and that the Annual Rent and Additional Rent have been duly and fully paid not beyond the respective due dates immediately preceding the date of the request for such statement. Such failure shall also constitute as to any persons entitled to rely on such statements a waiver of any defaults by Landlord or defenses, setoffs, recoupments, or counterclaims against the enforcement of this Lease by Landlord which may exist prior to the date of the written request.          34.    SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.             a.     Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser.          b.     Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it.          c.     In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable.          d.     If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.          35.    SIGNS AND ADVERTISING.    Tenant shall not inscribe, paint, affix, or display any sign, notice, or advertisement on any of the windows, doors, walls, or any part of the outside or inside of the Premises and the remainder of the Property without the prior written consent of Landlord.          36.    RULES AND REGULATIONS.    Tenant agrees to be bound by the rules and regulations set forth on Exhibit C attached hereto and incorporated by reference herein. Landlord reserves the right from time to time to adopt and promulgate rules and regulations applicable to the Premises, the Building, and to the Property, and to supplement such rules and regulations, and Tenant agrees to be bound thereby. A breach of any of such rules and regulations, whether now existing or hereinafter adopted, shall be deemed a breach of this Lease. Landlord shall not be liable to Tenant or responsible for any costs or damages for failure to enforce the rules and regulations uniformly.          37.    ACCORD AND SATISFACTION.    No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Annual Rent or Additional Rent herein stipulated shall be deemed to be  16       other than on account of the earliest stipulated Annual Rent or Additional Rent due and payable, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease, at law or in equity.          38.    NO PARTNERSHIP.    Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant. This Lease establishes a relationship solely of landlord and tenant.          39.    HOLDING OVER.    Should Tenant hold over in possession of the Premises after the expiration of this Lease, Tenant shall be deemed to be occupying the Premises from month to month, subject to such occupancy's being terminated by either party upon at least thirty (30) days' written notice, at double the Annual Rent and Additional Rent in effect at the expiration of this Lease, all calculated from time to time as though this Lease had continued, and otherwise subject to all of the other terms, covenants, and conditions of this Lease insofar as the same may be applicable to a month-to-month tenancy. In addition, Tenant shall pay as Additional Rent to Landlord for all damages sustained by reason of Tenant's retention of possession. Nothing in this Section excludes Landlord's rights of re-entry or any other right hereunder.          40.    INTENTIONALLY DELETED.             41.    RECORDATION.    Tenant shall not record this Lease without the written consent of Landlord. Upon Landlord's request or with Landlord's written consent, the parties agree to execute a short form of this Lease for recording purposes containing such terms as Landlord believes appropriate or desirable. The expense of recordation shall be borne by the party requesting such recordation.          42.    WAIVERS.    The failure of Landlord to insist for a period of time on strict performance of any one or more of the terms, covenants, or conditions hereof shall not be deemed a waiver of the rights or remedies that Landlord may have, and shall not be deemed a waiver of any subsequent breach or default in any term, covenant, or condition hereof. No waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Landlord.          43.    REMEDIES FOR LANDLORD.    Any and all remedies available to Landlord for the enforcement of the provisions of this Lease are cumulative and not exclusive, and Landlord shall be entitled to pursue either the rights enumerated in this Lease or remedies authorized by law, or both. Tenant shall be liable for any reasonable costs or expenses incurred by Landlord in enforcing any terms of this Lease, or in pursuing any legal action for the enforcement of Landlord's rights, including court costs and reasonable attorneys' fees.          44.    TABLE OF CONTENTS; CAPTIONS.    The Table of Contents and the captions appearing in this Lease are inserted only as a matter of convenience and do not define, limit, construe, or describe the scope or intent of the Sections of this Lease nor in any way affect this Lease.          45.    NOTICES.    Any and all Notices permitted or required to be given hereunder shall be in writing and shall be deemed duly given two (2) days after the time such notice shall be deposited into the United States mail, if delivery is by postage paid registered or certified mail, return receipted mail, the next business day if sent by Federal Express or other reputable overnight carrier service, or upon receipt when personally delivered. Any Notice in any other manner shall be deemed given when actually received. Such Notice shall be sent to the respective party at the address given in this Lease or to any other address that the respective party may designate by Notice delivered pursuant hereto.          46.    APPLICABLE LAW.    This Lease shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to principles relating to conflicts of law.  17               47.    SUCCESSORS AND ASSIGNS.    All rights, obligations, and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the permitted successors, and assigns of the said parties; and if Tenant shall consist of more than one person or entity, they shall all be bound jointly and severally by the terms, covenants, and conditions herein.          48.    WAIVER OF TRIAL BY JURY.    Landlord and Tenant hereby waive trial by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any and every matter, directly or indirectly, arising out of or with respect to this Lease.          49.    RIGHTS OF AND CLAIMS AGAINST LANDLORD.             a.     Notwithstanding anything to the contrary contained herein, Tenant waives all rights to bring a counterclaim in any action brought by Landlord for the non-payment of Rent or any other summary proceeding thereon.          b.     All obligations of Landlord hereunder shall be construed as covenants, not conditions.          c.     Landlord may transfer all or part of its interest in the Premises and this Lease without the consent of Tenant, at any time and from time to time. If Landlord transfers its estate in the Premises, or if Landlord further leases the Premises subject to this Lease, then Landlord shall be relieved of all obligations of Landlord thereafter arising expressed in this Lease or implied by law. Landlord and its successors shall be relieved of their obligation to refund the Security Deposit and other similar funds to Tenant which they have received from Tenant or a predecessor Landlord to the extent they transfer such amounts to their respective transferees.          d.     If Tenant obtains a money judgment against Landlord or its successors or assigns under any provisions of, or with respect to this Lease or on account of any matter, condition, or circumstance arising out of the relationship of the parties under this Lease, Tenant's occupancy of the Premises, or Landlord's ownership of the Premises, Tenant shall be entitled to have execution upon such judgment only upon Landlord's estate in the Property and not out of any other assets of Landlord, any of its partners, or its successors or assigns; and Landlord shall be entitled to have any such judgment so qualified as to constitute a lien only on Landlord's estate, subject to any liens antedating such judgment; provided, however, that this sentence shall be inapplicable to the extent that the judgment against Landlord is covered by insurance.          e.     At any time when there is an outstanding Mortgage covering Landlord's interest in the Premises, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the Mortgagee shall have received written notice of such default and a reasonable time to cure such default after Landlord's period to cure shall have elapsed.          50.    CALCULATION OF TIME.    In computing any period of time prescribed or allowed by any provision of this Lease, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday, or a legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all Notices and other periods expire as of 5:00 p.m. (local time in Maryland) on the last day of the Notice or other period.          51.    ACCESS.    Landlord shall provide Tenant with access to the Premises twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year.          52.    SEVERABILITY.    If the application of any term or provision of this Lease, whether in whole or in part, be held invalid or unenforceable in general or in any instance, the remainder of this Lease shall not be affected by such holding and shall be fully valid and enforceable.  18               53.    COUNTERPARTS.    This Lease may be executed in multiple counterparts or in duplicate, and when so executed by all parties shall constitute one agreement.          54.    TOTAL AGREEMENT.    This Lease contains the entire agreement between the parties and cannot be changed or modified except by a written instrument subsequently executed by the parties hereto.          55.    TIME OF THE ESSENCE.    Time is of the essence in all provisions of this Lease to be performed by or on behalf of Tenant.          56.    COMMERCIAL PURPOSE.    The parties stipulate that the Premises is being leased exclusively for business, commercial, manufacturing, mercantile, or industrial purposes within the meaning of Section 8-110(a) of the Real Property Article of the Annotated Code of Maryland, and that the provisions of Section 8-110(b) of such Article (or any future statute) pertaining to the redemption of reversionary interests under leases shall be inapplicable to this Lease.          IN WITNESS WHEREOF, Landlord and Tenant have caused this Standard Lease Agreement to be executed, under seal, as of the date and year first above written.         LANDLORD: TURF VILLAGE OFFICES, LLC.                                     By:                         Name:   S. JOHN BLUMENTHAL                      Title:   PRESIDENT                                ATTEST/WITNESS:   TENANT:         CARROLLTON MORTGAGE SERVICES, INC.                                 [ILLEGIBLE]   By:   /s/  ROBERT ALTIERI       (SEAL)                   Name:   ROBERT ALTIERI                      Title:   PRESIDENT                   19          EXHIBIT A     Description of the Premises     EXHIBIT B     Rules and Regulations              1.     Tenant shall not obstruct or permit its agents, employees, customers, contractors, visitors, or licensees to obstruct, in any way, the Common Areas including without limitation the sidewalks, entry passages, corridors, halls, stairways, or elevators of the Building, or use the above specified areas in any way other than as a means of passage to and from the Premises; bring in, store, use any materials on the Property which could cause a fire or an explosion or produce any fumes or vapor; make or permit any improper or disturbing noises; throw substances of any kind out of windows or doors, or down passages or in the halls or passageways; or place anything upon the window sills. Any trash or rubbish created by moving Tenant into the Premises, or any heavy or excessive waste materials resulting from Tenant's occupancy and use of the Premises, shall be removed from the Premises by Tenant at Tenant's sole cost and expense.          2.     Plumbing facilities shall not be used for any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes, newspapers, or other substances of any kind shall be thrown into them. Waste and excessive or unusual use of electricity or water is prohibited.          3.     No contract of any kind with any supplier of towels, water, ice, toilet articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing, cleaning of electrical fixtures, removal of waste papers, rubbish or garbage, or other like service shall be entered into by Tenant, nor shall any vending machine of any kind be installed in the Building without the prior written consent of the Landlord.          4.     No additional lock or locks shall be installed by Tenant on any door or doors installed by Landlord without prior written consent of Landlord. Two keys will be furnished to Tenant, and any additional keys required shall be secured from Landlord and paid for by Tenant. Tenant shall not have extra keys made without notice to Landlord and receipt of Landlord's consent. Tenant shall not change any locks. All keys to doors and washrooms shall be returned to Landlord at the termination of the tenancy, and, in the event of loss of any keys furnished, Tenant shall pay Landlord the cost thereof.          5.     Landlord shall not be responsible to Tenant for any loss of property from the Premises however occurring, or for any damage done to the effects of Tenant by Landlord or its contractors or subcontractors or its or their agents or employees, or by any other person or any other cause.          6.     No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the Property.          7.     Tenant shall not conduct, or permit any other person to conduct, any auction upon the Premises; manufacture or store goods, ware, or merchandise upon the Premises, without the prior written approval of Landlord, except the storage of usual supplies and inventory to be used by Tenant in the conduct of its business; permit the Premises to be used for gambling; make any unusual noises on the Property; permit to be played any radio, television, musical instrument or recorded music in such a loud manner as to disturb or annoy other tenants or other occupants of the Property; or permit any unusual odors to be produced upon the Premises.          8.     No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, curtains, blinds, and shades must be of a quality, type, design, and color approved by Landlord and attached in a manner approved by Landlord and be kept at a level designated by Landlord.              9.     Canvassing, soliciting, and peddling on the Property are prohibited, and Tenant shall cooperate to prevent the same.          10.   There shall not be used in the Premises or in the Building, either by Tenant or by others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and side guards, and no hand trucks will be allowed in the elevators without the consent of Landlord.          11.   Tenant, before closing and leaving the premises at the end of business hours each day, shall ensure that all windows are closed and all entrance doors locked and shall turn off all lights and all standard electrical office equipment.          12.   Landlord shall have the right to prohibit any advertising by Tenant which in Landlord's opinion tends to impair the reputation of the building or its desirability as a building for offices and commercial use, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.          13.   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 of the name of the building for all purposes, except that Tenant shall use the name as its business address and for no other purposes;          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; and          f.      the right to grant anyone the right to conduct any particular business or undertaking in the Building.           14.   Moving in and out of the Building must be coordinated with Landlord at least twenty-four (24) hours in advance of the move-in or move-out date. In the discretion of Landlord, moving may be required to be done under its supervision. No furniture will be moved in the elevator without the permission of Landlord until necessary pads have been installed. Tenant shall use the elevator for moving only during such time as Landlord or its agents may determine.          15.   Landlord shall have the right to close and securely lock the Building other than during Normal Business Hours and during such other times as Landlord may deem advisable for the security of the Building and its tenants. Landlord shall give Tenant twenty-four (24) hours' notice before so closing and securely locking the Building, except in an emergency, and Landlord shall make a reasonable effort to assure access to the Premises by Tenant.          16.   Landlord shall not be responsible for lost or stolen personal property, equipment, money or jewelry from Premises or public rooms whether or not such loss occurs when the Building or the Premises are locked against entry.      SCHEDULE 1     Landlord's Work              Landlord to remove sink and plumbing and repair wall.          Landlord to carpet entire space with Standard grade commercial carpet.         SCHEDULE 2     Tenant's Work              N/A      SCHEDULE 3     Parking              Tenant shall have full access to parking at the Building; provided, however, that such parking spaces are undesignated and unreserved.       QuickLinks TABLE OF CONTENTS LIST OF EXHIBITS LIST OF SCHEDULES  STANDARD LEASE AGREEMENT Recitals  EXHIBIT A Description of the Premises EXHIBIT B Rules and Regulations SCHEDULE 1 Landlord's Work SCHEDULE 2 Tenant's Work SCHEDULE 3 Parking        EX-10.14 4 a2167997zex-10_14.htm EXHIBIT 10.14       QuickLinks  -- Click here to rapidly navigate through this document     Exhibit 10.14       COMMERCIAL LEASE OF HOUSE UNFURNISHED              BY THIS AGREEMENT made and entered into on June 11, 2004, between Mario J. Orlando and Matthew J. Salafia, herein referred to as Lessor, and Carrollton Mortgage Services, herein referred to as Lessee, Lessor leases to Lessee the premises situated at 8905 Harford Road, Baltimore County, State of Maryland, and more particularly described as follows:  8905 Harford Road, Baltimore, MD 21234, "CALIFORNIA ORCHARDS", together with all appurtenances, for a term of  2 years to commerce on July 1, 2004, and to end on June 1, 2005, at 12:00 o'clock P. M.          1.    Rent.    Lessee agrees to pay, without demand, to Lessor as rent for the the demised premises the sum of  Fifteen Hundred Dollars ($1500.00)  per month in advance on the 1stday of each calendar month beginning July 1, 2004, at such as Lessor may designate.          2.    Security Deposit.    On execution of this lease, Lessee deposits with Lessor Fifteen Hundred Dollars ($1500.00), receipt of which is acknowledged by Lessor, as security for the faithful performance by Lessee of the terms hereof, to be returned to Lessee, without interest, on the full and faithful performance by him of the provisions hereof.          3.    Quiet Enjoyment.    Lessor covenants that on paying the rent and performing the covenants herein contained, Lessee shall peacefully and quietly have, hold, and enjoy the demised premises for the agreed term.          4.    Use of Premises.    The demised premises shall be used and occupied by Lessee exclusively as a private single office space for the purposes of carrying on a business, trade or profession. Lessee shall comply with all the sanitary laws, ordinances, rules, and orders of appropriate governmental authorities affecting the cleanliness, occupancy, and preservation of the demised premises, and the sidewalks connected thereto, during the term of this lease.          5.    Number of Occupants.    Lessee agrees that the demised premises shall be occupied by no more than the number of persons allowed by law at any given time.          6.    Condition of Premises.    Lessee stipulates that he has examined the demised premises, including the grounds and all buildings and improvements, and that they are, at the time of this lease, in good order, repair, and a safe, clean, and tenantable condition.          7.    Assignment and Subletting.    Without the prior written consent of Lessor, Lessee shall not assign this lease, or sublet or grant any concession or license to use the premises or any part thereof. A consent by Lessor to one assignment, subletting, concession, or license shall not be deemed to be a consent to any subsequent assignments, subletting, concession, or licensed. An assignment, subletting, concession, or license without the prior written consent of Lessor, or an assignment or subletting by operation of law, shall be void and shall, at Lessor's option, terminate this lease.          8.    Alterations and Improvements.    Lessee shall make no alterations to the building on the demised premises or construct any building or make other improvements on the demised premises without prior written consent of Lessor. All alterations, changes, and improvements built, constructed, or placed on the demised by Lessee, with the exception of fixtures removable with out damage to the premises and movable personal property, shall, unless otherwise provided by written agreement between Lessor and Lessee, be the property of Lessor and remain on the demised premises at the expiration or sooner termination of this lease.          9.    Damage to Premises.    If the demised premises, or any part thereof, shall be partially damaged by fire or other casualty not due to Lessee's negligence or willful act or that of his employee, family, agent, or visitor, the premises shall be promptly repaired by Lessor and there shall be an abatement of  1       rent corresponding with the time during which, and the extent to which, the leased premises may have been untenantable; but, if the leased premises should be damaged other than by Lessee's negligence or willful act or that of his employee, family, agent, or visitor to the extent that Lessor shall decide not to rebuild or repair, the term of this lease shall end and the rent shall be prorated up to the time of damage.          10.    Dangerous Materials.    Lessee shall not keep or have on the leased premises any article or thing of a dangerous, inflammable, or explosive character that might unreasonably increase the danger of fire on the leased premises or that might be considered hazardous or extra hazardous by any responsible insurance company.          11.    Utilities.    Lessee shall be responsible for arranging for and paying for all utilities services.          12.    Maintenance and Repair.    Lessee will, at his sole expense, keep and maintain the leased premises and appurtenances in good and sanitary condition and repair during the term of this lease and any renewal thereof. In particular, Lessee shall keep the fixtures in the house or on or about the leased premises in good order and repair; keep the furnace clean; keep the electric bills in order; keep the walks free from dirt and debris; and, at his sole expenses, shall make all required repairs to the plumbing, range, heating apparatus, and electric and gas fixtures whenever damage thereto shall have resulted from Lessee's misuse, waste, or neglect or that of his employee, family, agent, or visitor. Major maintenance and repair of the leased premises, not due to Lessee's misuse, waste, or neglect or that of his employees, family, agent, or visitor, shall be the responsibility of Lessor of his assigns.          13.    Animals.    Lessee shall keep no domestic or other animals on or about the leased premises without the written consent of Lessor.          14.    Right of Inspection.    Lessor and his agent shall have the right at all reasonable times during the term of this lease and any renewal thereof to enter the demised premises for the purpose of inspecting the premises and all building and improvements thereon.          15.    Display of Signs.    During the last 60 days of this lease, Lessor or his agent shall have the privilege of displaying the usual "For Sale" or "For Rent" or "Vacancy" signs on the demised premises and of showing the property to prospective purchasers or tenants.          16.    Subordination of Lease.    This lease and Lessee's leasehold interest hereunder are and shall be subject, subordinate, and inferior to any liens or encumbrances now or hereafter placed on the demised premises by Lessor, all advances made under any such liens or encumbrances, the interest payable on any such liens or encumbrances, and any and all renewals or extensions of such liens or encumbrances.          17.    Holdover by Lessee.    Should Lessee remain in possession of the demises premises with the consent of Lessor after the natural expiration of this lease, a new month-to-month tenancy shall be created between Lessor and Lessee which shall be subject to all terms and conditions hereof but shall be terminated on 30 days' written notice served by either Lessor or Lessee on the other party.          18.    Surrender of Premises.    At the expiration of the lease term, Lessee shall quit and surrender the premises hereby demised in as good state and condition as they were at the commencement of this lease, reasonable use and wear thereof and damages by the elements excepted.          19.    Default.    If any default is made in the payment of rent, or any part thereof, at the times hereinbefore specified, or if any default is made in the performance of or compliance with any other term or condition hereof, the lease, at the option of Lessor, shall terminate and be forfeited, and Lessor may re-enter the premises and remove all persons therefrom. Lessee shall be given written notice of any default or breach, and termination and forfeiture of the lease shall not result if, within 15 days of receipt of such notice, Lessee has corrected the default or breach or has taken action reasonably likely to effect such correction within a reasonable time.  2              20.    Abandonment.    If at any time during the term of this lease Lessee abandons the demised premises or any part thereof, Lessor may, at his option, enter the demised premises by any means without being liable for any prosecution therefore, and without becoming liable to Lessee for damages or for any payment of any kind whatever, and may, at is discretion, as agent for Lessee, relet the demises premises, or any part thereof, for the whole or any part of then unexpired term, and, may receive and collect all rent payable by virtue of such reletting, and at Lessor's option, hold Lessee liable for any difference between the rent that would have been payable under this lease during the balance of the unexpired term, if this lease had continued in force, and the net rent for such period realized by Lessor by means of such reletting. If Lessor's right to re-entry is exercised following abandonment of the premises by Lessee, then Lessor may consider any personal property belonging to Lessee and left on the premises to also have been abandoned, in which case Lessor may dispose of all such personal in any manner Lessor shall deem proper and is hereby relieved of all liability for doing so.          21.    Tenant Personal Property and Liability Insurance.    All Tenant's personal property in said premises shall be and remain at his sole risk, and the Landlord shall not be liable for any damage to, or loss of such personal property arising from any acts of negligence of any other persons, nor from the leaking of the roof, or from the bursting, leaking or overflowing of water, sewer or steam pipes, or from heating or plumbing fixtures, or from the handling of electric wires or fixtures, or from any other cause whatsoever, nor shall the Landlord be liable for any injury to the person or the tenant or other persons in or about the premises, the Tenant expressly agreeing to save the Landlord harmless in all such cases and to carry Public Liability Insurance in a company and in an amount not less than the following limits: Bodily Injury—$1,000,000.00 per occurrence; Property Damage—$1,000,000.00 per occurrence. Tenant shall also carry "Fire Legal Liability" Insurance in an amount not less than the following limits: $75,000.00 per occurrence.          22.    Binding Effect.    The covenants and conditions herein contained shall apply to and bind the heirs, legal representatives, and assigns of the parties hereto, and all covenants are to be construed as conditions of this lease.          IN WITNESS WHEREOF, the parties have executed this lease on the day and year first above written.             /s/  MARIO J. ORLANDO       Mario J. Orlando—Lessor   Carrollton Mortgage Services    /s/  MATTHEW J. SALAFIA       Matthew J. Salafia—Lessor    By: [ILLEGIBLE]            This contract shall continue to be in force month to month from the end date. It shall continue until either party notifies the Lessee or Lessor with 30 days written notification by certified mail. Any request shall be sent to 8905 Hartford Road, Parkville, MD 21234 Attn: Mario J. Orlando.  3      Suite 213-216   TURF VILLAGE OFFICES, LLC.    STANDARD LEASE AGREEMENT               TABLE OF CONTENTS         1.   DEFINITIONS   1   2.   DEMISE OF PREMISES   3   3.   IMPROVEMENTS   3   4.   RENT   3   5.   LATE PAYMENTS   4   6.   SECURITY DEPOSIT   4   7.   RENEWAL   4   8.   UTILITIES   4   9.   TAXES   4   10.   COMMON AREAS AND EXPENSES   5   11.   RESTRICTIONS ON USE; COMPLIANCE WITH LAW   6   12.   SERVICES, REPAIRS, AND MAINTENANCE BY TENANT   6   13.   REPAIRS BY LANDLORD   6   14.   PLACEMENT OF HEAVY EQUIPMENT   7   15.   FORCE MAJEURE   7   16.   SURRENDER OF PREMISES   7   17.   ABANDONING PREMISES OR PERSONAL PROPERTY   7   18.   QUIET ENJOYMENT   7   19.   IMDEMNIFICATION AND WAIVER OF CLAIM   7   20.   INSURANCE   8   21.   EFFECT ON INSURANCE   10   22.   TOTAL OR PARTIAL DESTRUCTION OF PREMISES   10   23.   TOTAL OR PARTIAL DESTRUCTION OF BUILDING   11   24.   ALTERATIONS   11   25.   MECHANICS' LIENS   11   26.   BREACH OR DEFAULT   11   27.   EFFECT OF BREACH   12   28.   LANDLORD'S LIEN   14   29.   ACCESS BY LANDLORD   14   30.   INTENTIONALLY DELETED   14   31.   ASSIGNMENT AND SUBLETTING   14   32.   CONDEMNATION   15   33.   EXECUTION OF ESTOPPEL CERTIFICATE   15   34.   SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE   16   35.   SIGNS AND ADVERTISING   16   36.   RULES AND REGULATIONS   16   37.   ACCORD AND SATISFACTION   16   38.   NO PARTNERSHIP   17   39.   HOLDING OVER   17   40.   INTENTIONALLY DELETED   17   41.   RECORDATION   17   42.   WAIVERS   17   43.   REMEDIES FOR LANDLORD   17   44.   TABLE OF CONTENTS; CAPTIONS   17   45.   NOTICES   17   46.   APPLICABLE LAW   17   47.   SUCCESSORS AND ASSIGNS   17   48.   WAIVER OF TRIAL BY JURY   18   49.   RIGHTS OF AND CLAIMS AGAINST LANDLORD   18   50.   CALCULATION OF TIME   18   51.   ACCESS   18                      52.   SEVERABILITY   18   53.   COUNTERPARTS   18   54.   TOTAL AGREEMENT   18   55.   TIME OF THE ESSENCE   19   56.   COMMERCIAL PURPOSE   19        LIST OF EXHIBITS         Exhibit A   Description of the Premises   Exhibit B   Rules and Regulations        LIST OF SCHEDULES         Schedule 1   Landlord's Work   Schedule 2   Tenant's Work   Schedule 3   Parking                STANDARD LEASE AGREEMENT              THIS STANDARD LEASE AGREEMENT (this "Lease") is made as of the          day of December, 2004 by and between TURF VILLAGE OFFICES, LLC, a Maryland limited liability company (hereinafter referred to as "Landlord"), and CARROLLTON MORTGAGE SERVICES, INC. (hereinafter referred to as "Tenant").      Recitals              Tenant desires to lease the Premises (hereinafter defined), within the Building (hereinafter defined) for the purposes set forth in Section 11, and Landlord and Tenant desire to enter into this Lease which defines their respective rights, duties, and liabilities relating to the Building and the Premises.          NOW, THEREFORE, WITNESSETH in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:          1.    DEFINITIONS.    For purposes of this Lease, Landlord and Tenant hereby agree that the following terms shall have the indicated meanings:           a.    Additional Rent:    all sums of money or charges required to be paid by Tenant under this Lease other than Annual Rent, whether or not such sums or charges are designated "Additional Rent."          b.    Annual Rent:    the amounts set forth below during the Original Term, and the amount set forth in Section 7 during any Renewal Term.      TERM    ANNUAL RENT   MONTHLY RENT   From 02/15/2005 to 02/14/2006   $ 58,200.00   $ 4,850.00             c.    Assignment:    any assignment, transfer, mortgage, or encumbrance, whether voluntarily, involuntarily, or by operation of law, of Tenant's interest in this Lease, any sublease by Tenant, any license by Tenant of space in the Premises, or any concession agreement by Tenant with respect to all or part of the Premises, any agreement by Tenant giving any other person the right to use all or part of the Premises, or such other events determined to be Assignments.          d.    Base Year Operating Expenses:    The total amount of Operating Expenses for the calendar year January 1, 2005 to December 31, 2005.          e.    Base Year Taxes:    The total amount of Taxes for the fiscal year July 1, 2005 to June 30, 2006.          f.    Building:    the 32,000 square foot office building located on the Property and known as 2300 York Road, Timonium, Maryland 21093.          g.    Commencement Date:    the date Landlord tenders possession to the Tenant, anticipated to occur on or about February 15, 2005, except that if such date is hereafter advanced or postponed pursuant to any provision of this Lease, or by written agreement of the parties hereto, the date to which it is advanced or postponed.          h.    Common Areas:    those portions of the Property which Landlord may from time to time designate for Tenant's non-exclusive use.          i.    Hazardous Material:    any hazardous or toxic substance, material, or waste including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172. 101) or by the Environmental Protection   1        Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials, and wastes that are or become regulated under any applicable federal, state, or local law, ordinance, or regulation including, but not limited to, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund"), the Clean Air Act, and the Clean Water Act.          j.    Landlord:    Turf Village Offices, LLC, a Maryland limited liability company.          k.    Landlord's Address:    10233 South Dolfield Road, P.O. box 369, Owings Mills, Maryland 21117, Attn: Ms. Sharon Dowell.          1.    Monthly Installment of Annual Rent:    an amount equal to one-twelfth (1/12th) of the Annual Rent.          m.    Mortgage:    any mortgage, deed of trust, ground lease or security agreement affecting the Property or, any part thereof, at any time.          n.    Mortgagee:    the beneficiary of any Mortgage.          o.    Normal Business Hours:    the hours from 8 a.m. to 6 p.m. Monday through Friday, and 9 a.m. to 1 p.m. on Saturday, except legal holidays observed by the United States federal government.          p.    Notices:    all notices, requests, demands, or other communications which may be or are required or permitted to be served or given under this Lease.          q.    Operating Expenses:    On lease commencement date reasonable expenses incurred by Landlord in connection with the operation of the Property. By way of example, but without limitation, operating expenses shall include any and all of the following: casualty and liability insurance; management fees; common area maintenance and repairs, trash removal; snow removal, grounds maintenance, cleaning of common areas, security services, water and sewer charges and/or fees, and any and all other expenses or charges of any nature whatsoever, whether or not herein mentioned, which would be included in Operating Expenses in accordance with sound accounting and management principles generally accepted with respect to the operation of first class office buildings.          r.    Operating Expense Escrow Payment:    Commencing with lease commencement date and at landlord's discretion one-twelfth (1/12th) of Landlord's estimate of Tenant's Percentage of the increase in the Operating Expenses over the Base Year Operating Expenses.          s.    Original Term:    a period of one (1) year commencing on the Commencement Date. Should the Commencement Date fall other than on the fifteenth day of a month, the Term shall be equal to the number of years set forth herein plus the portion of the month remaining from the Commencement Date until the last day of the month.          t.    Premises:    Suites 213, 214, 215 and 216 on the second floor of the Building, consisting of approximately Four Thousand One Hundred Forty (4,140) rentable square feet, which is the space to be leased by Tenant hereunder and outlined on Exhibit A, attached hereto and incorporated by reference herein.          u.    Property:    all that tract or parcel of land owned by Landlord consisting of approximately 1.545 acres more or less being known as Lot 2 as shown on the Plat entitled "Timonium Heights" as recorded among the Land Records of Baltimore County, Maryland in Plat Book SM 57, folio 135.   2                v.    Renewal Term:    a period of one (1) year commencing upon the expiration of the Original Term or any other Renewal Term. The Renewal Terms are referred to as the "First Renewal Term," the "Second Renewal Term," and "Third Renewal".          w.    Rent:    all Annual Rent, Monthly Installments of Annual Rent, and Additional Rent payable by Tenant to Landlord under this Lease.          x.    Security Deposit:    none.          y.    Taxes:    all taxes, assessments, and governmental charges of any kind and nature whatsoever levied or assessed against the Property.          z.    Tax Escrow Payment:    At Lease Commencement and at Landlord's discretion one-twelfth (1/12) of Landlord's estimate of Tenant's percentage of the increases in the Taxes over Base Year Taxes.          aa.    Tenant:    Carrollton Mortgage Services, Inc. Robert Altieri. President          bb.    Tenant's Address:    344 N. Charles Street, Baltimore, Maryland 21201.          cc.    Tenant's Percentage:    Commencing on lease commencement date; Nine and 25/100ths percent (13.04%), the percentage equivalent to a fraction having as its numerator the number of square feet in the Premises (inclusive of a Twelve percent (12%) core factor) and as its denominator the number of square feet of rentable floor space in the Building (i.e. 31,751 square feet).          dd.    Term:    the Original Term and any Renewal Term as to which Tenant exercises an option.           When used herein, the singular shall apply to the plural, the plural the singular, and the use of any gender shall apply to all genders.          2.    DEMISE OF PREMISES.    Landlord leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term, Rent, and upon the terms, covenants, and conditions set forth herein.          3.    IMPROVEMENTS.             a.     Landlord agrees to perform or cause to be performed within a reasonable period of time all that work set forth on  Schedule 1 to be attached hereto and made a part hereof at the price indicated therein unless Landlord has agreed to permit Tenant to perform or cause to be performed said work. No improvements other than those on Schedule 1 will be performed or permitted without Landlord's prior written consent.          b.     Any work Landlord authorizes pursuant to Schedule 2 attached hereto and made a part hereof shall be performed at Tenant's expense. During Tenant's performance of such work, Tenant shall at its expense, remove from the Property all trash which it may accumulate. During such period of work, Tenant shall not unreasonably interfere with Landlord's construction activities and shall maintain workmen's compensation, liability and builder's risk insurance in amounts satisfactory to Landlord. All work done by Tenant shall be done in accordance with all applicable building codes, statutes, regulations, laws, ordinances of federal, state, county and municipal authorities and with any direction or order made pursuant to law by any public official or agency. All improvements (as distinguished from trade fixtures) shall be the property of Landlord and may not be removed without its consent.          c.     By opening the Premises for business, Tenant shall be deemed to have: (i) accepted the Premises, (ii) acknowledged that the Premises are ready for occupancy hereunder, and (iii) agreed that the obligations of the Landlord pursuant to the attached Schedule 1 have been fully performed.          4.    RENT.    Tenant shall pay Monthly Installments of Annual Rent in advance on the first day of each month for the Term of this Lease, without deduction, set-off, recoupment, counterclaim, or  3       demand, at Landlord's Address or at such other place as shall be designated in writing by Landlord. If the Term shall commence or end on a day other than the first day of a month, the Monthly Installments of Annual Rent for any such partial month of the Term shall be prorated on a per diem basis. Upon the execution of this Lease, Tenant shall pay an amount equal to one (1) Monthly Installment of Annual Rent          5.    LATE PAYMENTS.    In the event that any Monthly Installment of Annual Rent or Additional Rent shall be past due for more than ten (10) days, Tenant shall pay to Landlord as Additional Rent a late charge equal to the greater of (a) five percent (5%) of the unpaid Rent, or (b) the interest on the unpaid Rent from the date when due until payment at the rate of fifteen percent (15%) per annum, or, if less, the highest rate permitted by law. The late charge imposed under this Section is not a penalty and has been agreed to by Landlord and Tenant as necessary to compensate Landlord for its additional costs associated with late payment.          6.    SECURITY DEPOSIT.    Landlord has elected to waive any Tenant security deposit with Landlord.          7.    RENEWAL.    Upon the expiration of the Original Term, Tenant shall have an option to extend this Lease for a Renewal Term of one (1) year, provided that Tenant gives Landlord at least ninety (90) days prior written notice of its unconditional and irrevocable exercise of each such option and provided further Tenant is not then and has not been in default hereunder. In the event that Tenant exercises its option as to any Renewal Term, all provisions of this Lease shall apply during each Renewal Term except that the Annual Rent and Monthly Installments of Annual Rent which shall be as follows:     TERM    ANNUAL RENT   MONTHLY RENT   RENEWAL OPTION 1:                 From 02/15/06 to 02/14/07   $ 59,946.00   $ 4,995.50   RENEWAL OPTION 2:                 From 02/15/07 to 02/14/08     61,744.32     5,145.36   RENEWAL OPTION 3:                 From 02/15/08 to 02/14/09     63,596.76     5,299.73            8.    UTILITIES AND SERVICES.    From and after the Commencement Date, to the extent utilities are separately metered for the Premises, Tenant shall make arrangements with each utility company and public body to provide, in Tenant's name, electricity for heat, air conditioning and lighting and telephone, necessary for Tenant's use of the Premises. Tenant shall pay directly to the companies furnishing utility service the cost of all service connection fees and the cost of all utilities consumed throughout the Term. In the event that Tenant fails to pay in a timely manner any sum required under this Section, Landlord shall have the right, but not the obligation, to pay any such sum. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand therefore. To the extent any utilities are not separately metered for the Premises, Landlord shall furnish such utility services to Tenant, and in such event, the cost of provision of such services shall be charged to Tenant as Additional Rent. The amount charged for such utility service shall be determined by Landlord, which determination shall be conclusive and binding on Tenant. Any additional Rent owing by Tenant to Landlord for utilities shall be due and payable within five (5) days after demand therefore.          9.    TAXES.             a.     Tenant shall be liable for all taxes levied against personal property, trade fixtures, and tenant improvements placed by Tenant in the Premises. If any such taxes based on the personal property or trade fixtures placed by Tenant in the Premises are levied against Landlord or Landlord's property,  4      Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.          b.     Landlord shall pay all Taxes currently assessed against the Building and the Property. Tenant agrees to pay to Landlord as Additional Rent Tenant's Percentage of all increases in taxes in excess of base year taxes commencing with lease commencement date. Landlord is authorized to deposit those funds in a non-interest-bearing account (in which account other monies of Landlord may be co-mingled provided Landlord maintains accurate books and records with respect thereto). Tenant authorizes Landlord to use the funds paid to Landlord under this Section to pay the Taxes levied or assessed against the Property. Each Tax Escrow Payment shall be Additional Rent and shall be due and payable at the same time and in the same manner as the time and manner of the payment of Annual Rent as provided herein. The Tax Escrow Payment account of Tenant shall be reconciled annually. If the Tenant's total Tax Escrow Payments are less than Tenant's Percentage of the increase in Taxes over the Base Year Taxes, Tenant shall pay the difference to Landlord upon demand; if the total Tax Escrow Payments of Tenant are more than Tenant's Percentage of the increase in Taxes over the Base Year Taxes, Landlord shall retain such excess and credit it to Tenant's Tax Escrow Payment obligation. If Tenant should fail to pay any Taxes required to be paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if it so elects, pay such Taxes. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand thereof. All excess escrow payment should be applied to any rent due.          c.     If at any time during the Term of this Lease, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, levies, or charges levied, assessed, or imposed on real estate and the improvements thereon, there shall be levied, assessed, or imposed on Landlord a capital levy or other tax directly on the rents received there from and/or a franchise tax assessment, levy, or charge measured by or based, in whole or in part, upon such rents or the Building, then such taxes, assessments, levies, or charges that are in lieu of the present method of taxation shall be deemed to be included within the term "Taxes" for the purposes hereof.          d.     Any payment to be made pursuant to this Section with respect to the real estate tax year in which this Lease terminates shall bear the same ratio to the payment which would be required to be made for the full year as that part of such tax year covered by the Term of the Lease bears to a full tax year.          10.    COMMON AREAS AND EXPENSES.    In addition to the use of the Premises, Tenant, its employees, and business invitees shall have the right to use the Common Areas in common with Landlord and other tenants of the Building, their employees, and business visitors. Tenant shall not obstruct the Common Areas or use them for any purpose other than their customary or intended purposes. All Common Areas shall be subject to the exclusive control of Landlord. Landlord shall operate, manage, equip, police, light, and maintain the Common Areas, all in such manner as Landlord, in its sole discretion, may, from time to time determine, and Landlord shall have the sole right and exclusive authority to employ and discharge all personnel with respect thereto. Landlord hereby expressly reserves the right to maintain security for the Common Areas; to use and to allow others to use the Common Areas for any purpose; to change the size, area, level, location, and arrangement of the Common Areas; to close temporarily all or any portion of the Common Areas for the purpose of making repairs, changes, or alterations thereto or performing necessary maintenance in connection with any emergency or for any other purpose whatsoever, whether such purpose is similar or dissimilar to the foregoing.          Commencing with lease commencement date: Tenant agrees to pay Landlord as Additional Rent Tenant's Percentage of all Operating Expenses in excess of Base Year Operating Expenses attributable to the Property. During each month of the Term, Tenant shall pay to Landlord the Operating Expense Escrow Payment. Landlord is authorized to deposit those funds in a non-interest-bearing account (in  5       which account other monies of Landlord may be co-mingled provided Landlord maintains accurate books and records with respect thereto). Tenant authorizes Landlord to use the funds paid to Landlord to pay the Operating Expenses. Each Operating Expense Escrow Payment shall be Additional Rent and shall be due and payable at the same time and in the same manner as the time and manner of the payment of Annual Rent as provided herein. The Operating Expense Escrow Account of Tenant shall be reconciled annually and a statement documenting the Operating Expenses for such year shall be provided to Tenant upon request. If the Tenant's total Operating Expense Escrow Payments are less than Tenant's Percentage of the increase in Operating Expenses over Base Year Operating Expenses, Tenant shall pay the difference to Landlord upon demand; if the total Operating Expense Escrow Payments of Tenant are more than Tenant's Percentage of the increase in Operating Expenses over Base Year Operating Expenses, Landlord shall retain such excess and credit it to Tenant's Operating Expense Payments.          11.    COMPLIANCE WITH LAW RESTRICTIONS ON USE.             a.     Tenant shall not use or permit the Premises, or any part thereof, to be used for any purposes other than general offices. Furthermore, no use of the Premises shall be made or permitted to be made that shall result in: (i) waste of the Premises or any part thereof, (ii) a public or private nuisance that may disturb the quiet enjoyment of Landlord or other tenants of the Property; (iii) improper, unlawful, or objectionable use; or (iv) noises or vibrations that may disturb the Landlord or other tenants. Tenant shall comply at its own expense with all restrictive covenants and governmental regulations and statutes affecting the Premises either now or in the future          b.     Tenant shall at all times during the Term comply with all laws, ordinances, and regulations of federal, state, and local authorities pertaining to Tenant's use of the Premises and with the recorded covenants, conditions, and restrictions, regardless of when they become effective, including, without limitation, all applicable federal, state, and local laws, ordinances, or regulations pertaining to air and water quality, Hazardous Material, waste disposal, air emissions, and other environmental matters, all zoning and other land use matters, utility availability, and with any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with respect to the use or occupation of the Premises.          12.    SERVICES, REPAIRS, AND MAINTENANCE BY TENANT.    Tenant shall at all times and at its own expense keep and maintain the Premises in good order and repair, and in a neat, safe, clean, and orderly condition, including, but not limited to, regular janitorial and cleaning of the Premises, repairs and replacements to the plumbing and electrical apparatus therein, the HVAC system serving the Premises. Tenant, at its own expense, will maintain a service contract with a state licensed HVAC contractor to maintain the HVAC equipment in good and operable order during the Term of the Lease. Tenant shall not overload the electrical wiring serving the Premises or within the Premises. Tenant will repair promptly at its own expense by or under the direction of Landlord any damage (whether structural or nonstructural) to the Premises or the Building caused by any construction or alterations performed by Tenant or by bringing into the Premises or on the Property any property for Tenant's use, or by the installation or removal of such property, regardless of fault or by whom such damage shall be caused, unless solely by the gross negligence of Landlord.          13.    REPAIRS BY LANDLORD.    Except as otherwise provided herein, Landlord shall maintain the central heating and air conditioning system of the Building and the electrical wiring serving the Premises where within the Premises and shall make all structural repairs, including, but not limited to structural columns and floors (excluding floor coverings such as carpet and floor tile) of the Premises, the roof of the Building, and the exterior walls of the Building, provided Tenant gives Landlord written notice specifying the need for and nature of such repairs; provided, however, if Landlord is required to make any repairs to such portions of the Premises or Building by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's contractors or subcontractors or its or their agents or employees, or by reason of any unusual use of the Premises by Tenant (whether or not such use is a  6       permitted use hereunder), Landlord may collect the reasonable cost of such repairs, as Additional Rent, upon demand. Except as provided herein, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption, or injury to business arising from the making of any repairs or changes which Landlord is required or permitted by this Lease to make, or by any other tenant's lease or required by law to make in or to any portion of the Premises, Building, or Common Areas.          14.    PLACEMENT OF HEAVY EQUIPMENT.    Tenant shall not place a load upon any floor of the Premises exceeding the floor load of 80psf. foot area and dead load of 3,000psi which such floor was designed to carry or which may be allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, computers, or other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant's expense.          15.    FORCE MAJEURE.    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 not be affected, impaired, or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable 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 or otherwise hindered from doing so by reason of any outside cause whatsoever. Similarly, Landlord shall not be liable for any interference with any services supplied to Tenant by others except if due to gross negligence or willful misconduct of Landlord. Nothing contained in this Section shall be deemed to impose any obligation on Landlord not expressly imposed by other provisions of this Lease.          16.    SURRENDER OF PREMISES.    At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Premises in broom clean condition and good order and repair and otherwise in the same condition as the Premises was upon the commencement of this Lease, except ordinary wear and tear.          17.    ABANDONING PREMISES OR PERSONAL PROPERTY.    Tenant shall not vacate or abandon the Premises at any time during the Term of this Lease.          18.    QUIET ENJOYMENT.    Landlord warrants that Tenant shall be granted peaceable and quiet enjoyment of the Premises free from any eviction or interference by Landlord if Tenant pays the Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein.          19.    INDEMNIFICATION AND WAIVER OF CLAIM             a.     Tenant will defend and will indemnify Landlord and save Landlord harmless from and against any and all claims, actions, damages, liability, and expense (including, but not limited to, reasonable attorneys' fees) in connection with the loss of life, bodily injury, or damage to property or business arising from, related to, or in connection with the occupancy or use by Tenant or any assignee, subtenant, concessionaire, or licensee of the Premises or any part of Landlord's personal property or the Building or occasioned wholly or in part by any act or omission of Tenant or any assignee, subtenant, concessionaire, or licensee or its or their contractors, subcontractors, or its or their agents or employees or other persons on the Premises. Tenant shall also pay all reasonable costs, expenses, and attorneys' fees that may be expended or incurred by Landlord in enforcing the covenants and agreements of this Lease. The provisions of this Section shall survive the termination or earlier expiration of this Lease. Landlord shall not be liable for, and Tenant, in consideration of Landlord's execution of this Lease, hereby releases all claims against Landlord for loss or damage that may be occasioned by or through the acts or omissions of other tenants, their contractors and subcontractors and their agents, invitees, or employees, or for loss of life, bodily injury, or damage to property or business sustained by Tenant or any person claiming through Tenant or on the Premises resulting from  7      any fire, accident, occurrence, or any other condition in or upon the Property or any part thereof. The foregoing waiver and release is intended by Landlord and Tenant to be absolute, unconditional, and without exception and to supersede any specific repair obligation imposed upon Landlord hereunder; provided that such waiver and release shall not apply to the gross negligence or willful misconduct of Landlord.          b.     Notwithstanding anything to the contrary herein contained, Landlord and Tenant do mutually each release and discharge the other, and all persons against whom their insurance company or companies would have a right or claim by virtue of subrogation, of and from all suits, claims, and demands whatsoever, for loss or damage to the property of the other, even if caused by or occurring through or as a result of any negligent act or omission of the party released hereby or its contractors, subcontractors, agents, or employees, so long as and to the extent that such loss or damage is covered by insurance benefiting the party suffering such loss or damage or was required to be so covered under this Lease. Each party further agrees that each will cause its policies of insurance for fire and extended coverage to be so written as to include a waiver of subrogation. It is hereby stipulated that this insurance shall not be invalidated should the insured or any of them waive in writing prior to a loss any or all right of recovery against any person or entity for loss occurring to the property described herein. If the inclusion of such a clause occasions additional cost for the policyholder, the other party shall be given notice of such additional cost and the opportunity to pay it within thirty (30) days, in which case the policyholder shall require the insurance company to include the clause. If either party shall elect to be a self-insurer of its property to the extent permitted by this Lease, such waiver of subrogation shall be applicable thereto to the same extent as if any loss or damage were covered by insurance.          20.    INSURANCE.             a.     Tenant will keep in force with companies licensed to do business in the State of Maryland and which have a rating of A or better and a financial size rating of X or larger from Best's Key Rating Guide and Supplemental Service, Property, Casualty (or comparable insurance rating service), at Tenant's expense at all times during the Term of this Lease and during such other times as Tenant occupies the Premises or any part thereof:           (1)   Commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires, or licensees of Tenant in the Premises with minimum combined single limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. Such liability insurance shall, in addition, extend, through contractual liability insurance, to any liability of Tenant arising out of the indemnities provided in Section 19 and shall be subject to the waiver of subrogation specified therein. Such liability insurance shall also include broad form endorsement coverage, including personal injury coverage. If the nature of Tenant's operation is such as to place any or all of its employees under the coverage of applicable workers' compensation or similar statutes, Tenant shall also keep in force, at its own expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits.          (2)   Fire insurance with standard broad form extended coverage and full replacement cost endorsements covering (A) all of Tenant's contents, furniture, furnishings, machinery, such equipment as is not affixed to the Premises, trade fixtures, and signs, and (B) Tenant's interest in all of the improvements and betterments installed in the Premises by Tenant.          (3)   Such other types of insurance and such additional amounts of insurance as, in Landlord's judgment, are necessitated by good business practice.           b.     On or before the Commencement Date, Tenant will deposit with Landlord copies of policies of insurance required by the provisions of this Section together with satisfactory evidence of the payment of the required premium or premiums thereof. Failure to deposit such policies shall not relieve Tenant of its obligation to obtain and keep in force insurance coverage required by this Lease.  8      The insurance required hereby may be maintained by means of a policy or policies of blanket insurance so long as the provisions of this Lease are fully satisfied and the required amounts are specifically allocated to the Premises without possibility of diminution because of occurrences on other properties.          c.     All policies of insurance required to be carried by Tenant by this Section hereof shall provide that the policies shall not be subject to cancellation, termination, or change except after thirty (30) days' prior written notice to Landlord, and all such policies shall name Landlord as an additional insured as its interest may appear.          d.     If Tenant shall not comply with its covenants made in this Section, Landlord, in addition to Landlord's other remedies hereunder, may (but shall not be obligated to) cause insurance as aforesaid to be issued, and in such event Tenant agrees to pay the premium for such insurance as Additional Rent promptly upon Landlord's demand therefor.          e.     Landlord will keep in force with companies licensed to do business in the State of Maryland at Landlord's expense at all times during the term of this Lease:           (1)   Commercial general liability insurance written on an occurrence basis with respect to the Building, the Common Areas of the Building, and the Property with minimum combined single limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. Such liability insurance shall, in addition, extend to any liability of Landlord arising out of the indemnities and be subject to the waiver of subrogation provided in Section 19. Such liability insurance shall also include broad form endorsement coverage, including personal injury coverage. If the nature of Landlord's operation is such as to place any or all of its employees under the coverage of local workers' compensation or similar statutes, Landlord shall also keep in force, at its own expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits.          (2)   All-risk casualty insurance with replacement cost endorsement and without deductible, covering the Property, the Building, and the Premises, including all leasehold improvements therein in an amount equal to the full replacement value thereof, exclusive of land. All proceeds of insurance shall be used to restore the Premises, the Building, and the Property to the condition in which they were prior to the occurrence of the loss.           f.      If for any reason including, but not limited to, the abandonment of the Premises, Tenant's failure to pay any insurance premium, or Tenant's failure to occupy the Premises as herein permitted, Tenant fails to provide and keep in force any or all of the insurance policies set forth in this Section, then in such event Tenant shall indemnify and hold Landlord harmless against any and all claims, actions, damages, liability, and expense (including, but not limited to, reasonable attorneys' fees) which would have been covered by such insurance.  9                 21.    EFFECT ON INSURANCE.    Tenant will not do, omit to do, or suffer to be done or keep or suffer to be kept anything in, upon, or about the Property which will violate the provisions of Landlord's policies insuring the Premises and the Building against loss or damage by fire or other hazards (including, but not limited to, public liability), which will adversely affect Landlord's fire or liability insurance premium rating or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done, or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or about the Property shall cause the premium rate of fire or other insurance on the Premises or the Property in companies acceptable to Landlord to be increased beyond the established rate from time to time fixed by the appropriate underwriters with regard to the use of the Premises for the purposes permitted under this Lease or to the Property for the use or uses being made thereof, Tenant will pay the amount of such increase as Additional Rent upon Landlord's demand and will thereafter pay the amount of such increase, as the same may vary from time to time, with respect to every premium relating to coverage of the Premises and the Property during a period falling within the Term of this Lease until such increase is eliminated.          22.    TOTAL OR PARTIAL DESTRUCTION OF PREMISES.              a.     If the Premises or the hallways, stairways or other approaches thereto are damaged by fire or other casualty but the Premises is not thereby rendered untenantable in whole or in part, Landlord, at its own expense, subject to the limitations set forth in this Lease, shall cause such damage to be repaired, and the Annual Rent and Additional Rent shall not be abated. If by reason of any damage or destruction to the Premises or the approaches, the Premises shall be rendered untenantable in whole or in part, (i) Landlord, at its option, at its own expense, subject to the limitations set forth in this Lease, may cause the damage to be repaired, and the Annual Rent and Additional Rent shall be abated proportionately as to the portion of the Premises rendered untenantable while it is untenantable, or (ii) Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days from and after the occurrence of such damage or destruction, to terminate this Lease, and the Annual Rent and Additional Rent shall be adjusted as of such date of termination. In no event shall Landlord be obligated to expend for any repairs or reconstruction pursuant to this Section an amount in excess of the insurance proceeds, if any, recovered by it and allocable to the damage to the Premises after deducting therefrom Landlord's reasonable expenses in obtaining such proceeds and any amounts required to be paid to Landlord's Mortgagee. The provisions hereof are subject to the terms of Section 23.          b.     Notwithstanding anything set forth herein to the contrary, Tenant shall be responsible for all repairs and replacements of damage and/or destruction of the Premises necessitated by burglary or attempted burglary, or any other illegal or forcible entry into the Premises.          c.     Tenant covenants that it will give written notice to Landlord of any accident or damage, whether such accident or damage is caused by insured or uninsured casualty, occurring in, on, or about the Premises within one (1) business day after Tenant has or should have had knowledge of the occurrence of such accident or damage. If Tenant breaches its covenant set forth hereunder, Landlord, in addition to all other rights and remedies under this Lease, at law or in equity shall, at its option, be relieved of any of its obligations under this Section.          d.     If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 22a, Landlord determines that in its reasonable judgment that the repairs and restoration cannot be substantially completed within 180 days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Section, then landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth   10        (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord.           23.    TOTAL OR PARTIAL DESTRUCTION OF BUILDING.              a.     In the event that twenty-five percent (25%) or more of the rentable floor area of the Building shall be damaged or destroyed by fire or other cause, notwithstanding that the Premises may be unaffected by such fire or other cause, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days after said occurrence, to terminate this Lease. Upon the giving of such notice, the Term of this Lease shall expire, the Annual Rent and Additional Rent to be adjusted as of the date of termination, and Tenant shall vacate the Premises and surrender the same to Landlord.          b.     If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 23, Landlord determines that in its reasonable judgment that the repairs and restoration cannot be substantially completed within 180 days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Section, then landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord.           24.    ALTERATIONS.    Tenant agrees that it will not make any alterations (whether structural or otherwise), improvements, additions, repairs, or changes to the interior or exterior of the Premises during the Term of this Lease without in each instance obtaining Landlord's prior written consent. Together with each request for such consent, Tenant shall present to Landlord reasonably detailed plans and specifications for such proposed alterations, improvements, additions, repairs, or changes; provided, however, approval of such plans and specifications by Landlord shall not constitute any assumption of any responsibility by landlord for their accuracy or sufficiency, and Tenant shall be solely responsible for such items. Any alterations, improvements, additions, repairs, or changes made by Tenant shall, unless Landlord gives notice to Tenant to remove the same, remain upon the Premises at the expiration or earlier termination of the Term of this Lease and shall become the property of Landlord immediately upon installation thereof.          25.    MECHANICS' LIENS.    Tenant shall not do or suffer to be done any act, matter or thing whereby Landlord's or Tenant's interest in the Premises, or any part thereof, may be encumbered by any mechanics' lien. Tenant shall discharge or stay the enforcement by bond or otherwise, within ten (10) days after the date of filing, any mechanics' liens filed against Tenant's interest in the Premises, or any part thereof, purporting to be for labor or material furnished or to be furnished to Tenant. Landlord may, at its option, 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 shall be deemed Additional Rent. Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and no mechanics' or other lien for labor or materials shall attach to or affect the reversionary or other estate or interest of Landlord in and to the Premises or the Building.          26.    BREACH OR DEFAULT.    Tenant shall have breached this Lease and shall be considered in default hereunder if (a) Tenant fails to pay Annual Rent or Additional Rent within 10 days of the date payment is due after 10 days written notice from Landlord; (b) Tenant files a petition in bankruptcy or insolvency or for reorganization under any bankruptcy or insolvency law or act, or makes an assignment for the benefit of creditors; (c) involuntary proceedings are instituted against Tenant under any bankruptcy or insolvency law or act; (d) Tenant fails to perform or comply with any of the covenants or conditions of this Lease or the rules and regulations now or hereinafter established for the Premises,  11       Building, or Property within ten (10) days written notice thereof; or (e) the Premises shall be deserted or vacated.          27.    EFFECT OF BREACH.              a.     In the event of a breach of this Lease as set forth in Section 26, Landlord shall have the option to do any of the following in addition to and not in limitation of any other remedy permitted by law or by this Lease: (i) to re-enter the Premises, using force if necessary, to dispossess Tenant and all other occupants from the Premises and to remove any or all of Tenant's property at the Premises, (ii) to store Tenant's property in a public warehouse or elsewhere at the cost, risk, and expense of Tenant, without Landlord's being deemed guilty of trespass or becoming liable for any loss or damage which may occur on Tenant's property, and (iii) upon ten (10) days' written notice to Tenant, which the parties agree is commercially reasonable, to sell at public or private sale any or all of said property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all sums due hereunder), with the proceeds of sale to be applied: first, to the reasonable costs and expenses of retaking, removal, storage, preparing for sale, and sale of the property (including reasonable attorney's fees); and second, to the payment of any sums due hereunder to Landlord (including Rent, charges, and damages, both theretofore and thereafter accruing); and, third, any surplus to Tenant.          b.     Further, upon the occurrence of any such breach, Landlord, in addition to any other remedies it may have at law, in equity, or under any other provision of this Lease, shall have the right to terminate this Lease, as well as all right, title, and interest of Tenant hereunder, by giving to Tenant not less than five (5) days' advance written notice of Landlord's election to cancel and to terminate this Lease. Upon the expiration of the time fixed in the notice of termination, this Lease and the balance of the Term then remaining, as well as all of the right, title, and interest of Tenant under this Lease, shall expire in the same manner and with the same force and effect (except for the Tenant's liability as hereinafter set forth) as if the expiration of the time fixed in the notice of termination was the date upon which the Term would normally have expired. Tenant shall then immediately quit and surrender the Premises and each and every part thereof to Landlord, and Landlord may enter upon the Premises, by force, summary proceedings, or otherwise. In any of such events, Landlord shall be entitled to the benefit of all provisions of the ordinances and public local laws of the city or county where the Property is located and of the Public General Laws of the State of Maryland dealing with the speedy recovery of lands and tenements held over by tenants or proceedings in forcible entry and detainer. Upon any entry or re-entry by Landlord, with or without legal process, Landlord shall also have the right (but not the obligation) to relet all or any part of the Premises, from time to time, at the risk and expense of Tenant. No re-entry by Landlord with or without a declaration of termination shall be deemed to be an acceptance or a surrender of this Lease or as a release of the Tenant's liability for damages under the provisions of this Section.          c.     Tenant further agrees (i) notwithstanding re-entry by Landlord with or without termination pursuant to the provisions of Section 27a, r (ii) if this Lease is otherwise terminated by reason of Tenant's default, or (iii) if Landlord retakes possession with or without process of law and/or re-enters with or without a declaration of termination, or (iv) if Landlord, following any of the foregoing events, elects to let or relet the Premises (whether once or more than once during the remainder of the Term, and upon such conditions as are satisfactory to Landlord) that Tenant shall, nevertheless, in each instance, remain liable for the performance of any covenant of this Lease then in default and for all Rent and all other charges and damages which may be due or sustained before and after the date of default, together with the cost of seizure and repossession of the Premises and reasonable attorneys' fees incurred by Landlord as a result of the breach of this Lease. In any event, the Tenant's customers right to privacy will not be violated by Landlord.   12                d.     In any of the events described in the preceding Subsection, Tenant agrees that it will remain liable to Landlord for liquidated damages and shall pay at the sole election of Landlord either:           (1)   on demand an amount of money equal to the net present value of the amount of Rent which would have become payable during the unexpired portion of the Term hereof remaining at the time of re-entry, repossession, or termination presuming the Additional Rent to be the same as was payable for the year immediately preceding such termination discounted at the rate equal to the then Prime Rate announced by Mercantile Safe-Deposit and Trust Company in Baltimore, Maryland or any successor bank; or          (2)   sums equal to the Annual Rent and Additional Rent (as above presumed) payable hereunder which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Premises, payable monthly, in advance, but otherwise upon the terms therefor specified herein following such termination or such re-entry and until the expiration date, provided, however, that if Landlord shall relet the Premises or any portion or portions thereof during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting expenses incurred or paid by Landlord in terminating the Lease or in re-entering the Premises and in securing possession thereof, as well as the expenses of reletting, including altering and preparing the Premises or any portion or portions thereof for new tenants, brokers' commissions, advertising expenses, reasonable attorneys' fees, and all other expenses properly chargeable against the Premises and the rental therefrom; it being understood that any such reletting may be for a period shorter or longer than the remaining term of this Lease, but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this Subsection to a credit in respect of any net rents from a reletting, except to the extent that such net rents are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment shall be made of the rent received from such reletting and of the expenses of reletting, and Landlord shall have the right to grant rent concessions to attract one or more new tenants and to permit the term of any new lease covering part or all of the Premises to be for a shorter or longer period than provided for herein.            In the event Landlord elects to collect damages from Tenant under this Lease at any time subsequent to such election and upon ten (10) days prior written notice to Tenant, Landlord may elect to collect a lump sum under Section 27.d(1) above, crediting Tenant with amounts theretofore received by Landlord as damages. Landlord shall have no obligation to relet part or all of the Premises subsequent to termination of the Lease and upon Tenant's default.           e.     Suit or suits for the recovery of such deficiency or damages or for a sum equal to any Monthly Installment or Installments of Annual Rent and Additional Rent and other charges payable hereunder may be brought by Landlord from time to time, at Landlord's election. Nothing herein contained shall be deemed to require Landlord to await the date when this Lease or the Term would have normally expired had there been no such default by Tenant or no such termination by Landlord, nor shall Landlord be barred by any claim involving a statute of limitations or other defense should Landlord delay in filing suit.          f.      Nothing in this Section shall limit or prejudice the right of Landlord to prove and to obtain, as liquidated damages by reason of a termination arising out of the provisions of this Section, an amount equal to the maximum allowed by any statute or rule of law in effect as of the time when, and governing the proceedings in which, such damages are to be proved, whether or   13        not such amount be greater, equal to, or less than the amount of liquidated damages computed under this Section.          g.     Notwithstanding anything to the contrary contained in this Section, in the event of a breach of this Lease by Tenant, Landlord agrees to use commercially reasonable efforts to mitigate its damages.           28.    LANDLORD'S LIEN.    To secure the payment of all Rent due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby grants to Landlord an express first and prior contract lien and security interest on all property (including fixtures, equipment, chattels and merchandise) which may be placed in the Premises, and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in Rent due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest are given in addition to the Landlord's statutory lien and shall be cumulative thereto or alternative thereto as elected by Landlord at any time. Tenant agrees, upon request, to execute one (1) or more financing statements evidencing Landlord's lien as provided in this Section. The Landlord recognizes the sensitive nature of files that may be stored on site. The Landlord guarantees that the Tenants customers' rights to privacy will not be violated and Tenant has authority to remove all sensitive documentation from premises.          29.    ACCESS BY LANDLORD.              a.     Landlord and its contractors and subcontractors, and its or their agents and employees may at all reasonable times during the Term of this Lease enter to inspect the Premises and/or may show the Premises and Property to others, provided that such entrance is with prior notice to Tenant. In the event of notice of termination of this Lease or during the last six (6) months of the Term, unless Tenant has theretofore properly exercised any remaining option to extend this lease, Landlord shall have the right from the date of such notice to display "For Rent" signs, and Landlord and/or Landlord's agents may show the Premises and all parts thereof to prospective tenants during Normal Business Hours.          b.     Landlord also reserves the right, after notice of intention to so enter (except that in the event of an emergency, no notice shall be required), to enter the Premises at any time and from time to time to make such repairs, additions, or alterations or remedy any contamination as it may deem necessary for the safety, improvements, preservation, or condition thereof, or of the Property, but Landlord assumes no obligation to do so, and the performance thereof by Landlord shall not constitute a waiver of Tenant's default in failing to perform the same.           30.    INTENTIONALLY DELETED.             31.    ASSIGNMENT AND SUBLETTING.              a.     Tenant shall not make or permit an Assignment of this Lease or any interest of Tenant herein, in whole or in part, by operation of law or otherwise, without first obtaining in each and every instance the prior written consent of Landlord, which consent may be withheld in the sole and absolute subjective discretion of Landlord.          b.     Any consent by Landlord to an Assignment shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent Assignment, including, but not limited to, a subsequent Assignment by any trustee, receiver, liquidator, or personal representative of Tenant. In the event Tenant executes an agreement to effect an Assignment, such agreement shall provide (i) that the subtenant or other occupier of space shall take subject to this Lease, (ii) that the occupier shall also fulfill all obligations of Tenant under this lease as they pertain to the portion of the Premises set forth in   14        the Assignment, and (iii) that with respect to such portion of the Premises, the occupier shall be deemed to be the Tenant under this Lease.          c.     If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the Premises be sublet or used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in any manner.           32.    CONDEMNATION.    If more than twenty-five percent (25%) of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain, condemnation, or expropriation or in the event of a conveyance in lieu thereof, then this Lease shall terminate as of the date on which possession of the Premises is required to be surrendered to the condemning authority, and Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term of this Lease.          If twenty-five percent (25%) or more of the Building shall be so taken or conveyed, then in such events notwithstanding the fact that the Premises in whole or in part is not so taken or conveyed, Landlord shall have the right and power, at its option to be exercised by written notice to Tenant, to terminate this Lease effective either the date title vests in the condemning authority or the date Landlord is required to deliver possession of the part so taken or conveyed. In any event, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired Term of this Lease.          In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such condemnation, and Landlord is to receive the full amount of such award. Tenant hereby expressly waives any right or claim to any part thereof and assigns to Landlord any such right or claim to which Tenant might become entitled.          Notwithstanding the foregoing, Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant under law in Tenant's own right for or on account of, and limited solely to, any cost which Tenant might incur in removing Tenant's furniture, fixtures, leasehold improvements, and equipment.          33.    EXECUTION OF ESTOPPEL CERTIFICATE.    At any time, and from time to time, upon the written request of Landlord or any Mortgagee, Tenant, within ten (10) days of the date of such written request, agrees to execute and deliver to Landlord and/or such Mortgagee, without charge and in a form Landlord and/or such Mortgagee, a written statement: (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the Term of this Lease; (c) certifying that Tenant is in occupancy of the Premises and that the Lease is in full force and effect and has not been modified, assigned, subleased, supplemented, or amended except by such writings as shall be stated; (d) certifying that all conditions and agreements under this Lease to be satisfied or performed by either Landlord or Tenant have been satisfied and performed except as shall be stated; (e) certifying that Landlord is not in default under the Lease and there are no defenses, set-offs, recoupments, or counterclaims against the enforcement of this Lease by Landlord, or stating the defaults, defenses, set-offs, recoupments and/or counterclaims claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by Tenant and the date to which such Rent has been paid; (g) reciting the amount of the Security Deposit; and (h) containing any other information which Landlord or the Mortgagee shall reasonably require.          The failure of Tenant to execute, acknowledge, and deliver to Landlord and/or any Mortgagee a statement in accordance with the provisions of this Section within the period set forth herein shall constitute an acknowledgment by Tenant which may be relied upon by any person holding or intending  15       to acquire any interest whatsoever in the Premises or the Building, that this Lease has not been assigned, amended, changed, or modified, is in full force and effect, and that the Annual Rent and Additional Rent have been duly and fully paid not beyond the respective due dates immediately preceding the date of the request for such statement. Such failure shall also constitute as to any persons entitled to rely on such statements a waiver of any defaults by Landlord or defenses, setoffs, recoupments, or counterclaims against the enforcement of this Lease by Landlord which may exist prior to the date of the written request.          34.    SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.              a.     Tenant agrees that (i) this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any Mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof; and (ii) that if any of Landlord's Mortgagees or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser.          b.     Tenant agrees that none of Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall either: (i) be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date; or (ii) be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it.          c.     In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Section within the time period set forth herein, Tenant does hereby make, constitute, and appoint Landlord or such Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable.          d.     If Tenant pays Annual Rent and Additional Rent provided herein, and otherwise fully performs the terms, covenants, and conditions imposed herein, Tenant's agreement to subordinate and attorn as provided in this Section shall subject Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser, as the case may be, recognizing this Lease and Tenant's rights hereunder.           35.    SIGNS AND ADVERTISING.    Tenant shall not inscribe, paint, affix, or display any sign, notice, or advertisement on any of the windows, doors, walls, or any part of the outside or inside of the Premises and the remainder of the Property without the prior written consent of Landlord.          36.    RULES AND REGULATIONS.    Tenant agrees to be bound by the rules and regulations set forth on  Exhibit B attached hereto and incorporated by reference herein. Landlord reserves the right from time to time to adopt and promulgate rules and regulations applicable to the Premises, the Building, and to the Property, and to supplement such rules and regulations, and Tenant agrees to be bound thereby. A breach of any of such rules and regulations, whether now existing or hereinafter adopted, shall be deemed a breach of this Lease. Landlord shall not be liable to Tenant or responsible for any costs or damages for failure to enforce the rules and regulations uniformly.          37.    ACCORD AND SATISFACTION.    No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Annual Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Annual Rent or Additional Rent due and payable, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without  16       prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease, at law or in equity.          38.    NO PARTNERSHIP.    Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant. This Lease establishes a relationship solely of landlord and tenant.          39.    HOLDING OVER.    Should Tenant hold over in possession of the Premises after the expiration of this Lease, Tenant shall be deemed to be occupying the Premises from month to month, subject to such occupancy's being terminated by either party upon at least thirty (30) days' written notice, at double the Annual Rent and Additional Rent in effect at the expiration of this Lease, all calculated from time to time as though this Lease had continued, and otherwise subject to all of the other terms, covenants, and conditions of this Lease insofar as the same may be applicable to a month-to-month tenancy. In addition, Tenant shall pay as Additional Rent to Landlord for all damages sustained by reason of Tenant's retention of possession. Nothing in this Section excludes Landlord's rights of re-entry or any other right hereunder.          40.    INTENTIONALLY DELETED.             41.    RECORDATION.    Tenant shall not record this Lease without the written consent of Landlord. Upon Landlord's request or with Landlord's written consent, the parties agree to execute a short form of this Lease for recording purposes containing such terms as Landlord believes appropriate or desirable. The expense of recordation shall be borne by the party requesting such recordation.          42.    WAIVERS.    The failure of Landlord to insist for a period of time on strict performance of any one or more of the terms, covenants, or conditions hereof shall not be deemed a waiver of the rights or remedies that Landlord may have, and shall not be deemed a waiver of any subsequent breach or default in any term, covenant, or condition hereof. No waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Landlord.          43.    REMEDIES FOR LANDLORD.    Any and all remedies available to Landlord for the enforcement of the provisions of this Lease are cumulative and not exclusive, and Landlord shall be entitled to pursue either the rights enumerated in this Lease or remedies authorized by law, or both. Tenant shall be liable for any reasonable costs or expenses incurred by Landlord in enforcing any terms of this Lease, or in pursuing any legal action for the enforcement of Landlord's rights, including court costs and reasonable attorneys', fees.          44.    TABLE OF CONTENTS; CAPTIONS.    The Table of Contents and the captions appearing in this Lease are inserted only as a matter of convenience and do not define, limit, construe, or describe the scope or intent of the Sections of this Lease nor in any way affect this Lease.          45.    NOTICES.    Any and all Notices permitted or required to be given hereunder shall be in writing and shall be deemed duly given two (2) days after the time such notice shall be deposited into the United States mail, if delivery is by postage paid registered or certified mail, return receipted mail, the next business day if sent by Federal Express or other reputable overnight carrier service, or upon receipt when personally delivered. Any Notice in any other manner shall be deemed given when actually received. Such Notice shall be sent to the respective party at the address given in this Lease or to any other address that the respective party may designate by Notice delivered pursuant hereto.          46.    APPLICABLE LAW.    This Lease shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to principles relating to conflicts of law.          47.    SUCCESSORS AND ASSIGNS.    All rights, obligations, and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the permitted successors, and assigns of the said parties; and if Tenant shall consist of more than one person or entity, they shall all be bound jointly and severally by the terms, covenants, and conditions herein.  17               48.    WAIVER OF TRIAL BY JURY.    Landlord and Tenant hereby waive trial by jury in any action or proceeding or counterclaim brought by either party hereto against the other party on any and every matter, directly or indirectly, arising out of or with respect to this Lease.          49.    RIGHTS OF AND CLAIMS AGAINST LANDLORD.              a.     Notwithstanding anything to the contrary contained herein, Tenant waives all rights to bring a counterclaim in any action brought by Landlord for the non-payment of Rent or any other summary proceeding thereon.          b.     All obligations of Landlord hereunder shall be construed as covenants, not conditions.          c.     Landlord may transfer all or part of its interest in the Premises and this Lease without the consent of Tenant, at any time and from time to time. If Landlord transfers its estate in the Premises, or if Landlord further leases the Premises subject to this Lease, then Landlord shall be relieved of all obligations of Landlord thereafter arising expressed in this Lease or implied by law. Landlord and its successors shall be relieved of their obligation to refund the Security Deposit and other similar funds to Tenant which they have received from Tenant or a predecessor Landlord to the extent they transfer such amounts to their respective transferees.          d.     If Tenant obtains a money judgment against Landlord or its successors or assigns under any provisions of, or with respect to this Lease or on account of any matter, condition, or circumstance arising out of the relationship of the parties under this Lease, Tenant's occupancy of the Premises, or Landlord's ownership of the Premises, Tenant shall be entitled to have execution upon such judgment only upon Landlord's estate in the Property and not out of any other assets of Landlord, any of its partners, or its successors or assigns; and Landlord shall be entitled to have any such judgment so qualified as to constitute a lien only on Landlord's estate, subject to any liens antedating such judgment; provided, however, that this sentence shall be inapplicable to the extent that the judgment against Landlord is covered by insurance.          e.     At any time when there is an outstanding Mortgage covering Landlord's interest in the Premises, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the Mortgagee shall have received written notice of such default and a reasonable time to cure such default after Landlord's period to cure shall have elapsed.           50.    CALCULATION OF TIME.    In computing any period of time prescribed or allowed by any provision of this Lease, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday, or a legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all Notices and other periods expire as of 5:00 p.m. (local time in Maryland) on the last day of the Notice or other period.          51.    ACCESS.    Landlord shall provide Tenant with access to the Premises twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year.          52.    SEVERABILITY.    If the application of any term or provision of this Lease, whether in whole or in part, be held invalid or unenforceable in general or in any instance, the remainder of this Lease shall not be affected by such holding and shall be fully valid and enforceable.          53.    COUNTERPARTS.    This Lease may be executed in multiple counterparts or in duplicate, and when so executed by all parties shall constitute one agreement.          54.    TOTAL AGREEMENT.    This Lease contains the entire agreement between the parties and cannot be changed or modified except by a written instrument subsequently executed by the parties hereto.  18               55.    TIME OF THE ESSENCE.    Time is of the essence in all provisions of this Lease to be performed by or on behalf of Tenant.          56.    COMMERCIAL PURPOSE.    The parties stipulate that the Premises is being leased exclusively for business, commercial, manufacturing, mercantile, or industrial purposes within the meaning of Section 8-110(a) of the Real Property Article of the Annotated Code of Maryland, and that the provisions of Section 8-110(b) of such Article (or any future statute) pertaining to the redemption of reversionary interests under leases shall be inapplicable to this Lease.          IN WITNESS WHEREOF, Landlord and Tenant have caused this Standard Lease Agreement to be executed, under seal, as of the date and year first above written.     ATTEST/WITNESS:   LANDLORD: TURF VILLAGE OFFICES, LLC.    /s/  SHAWN DOWELL          By:  /s/  S. JOHN BLUMENTHAL                 Name: S. JOHN BLUMENTHAL           Title: PRESIDENT    ATTEST/WITNESS:    TENANT: CARROLLTON MORTGAGE SERVICES, INC.        /s/  KIM JOHN          By:  /s/  ROBERT ALTIERI      (SEAL)           Name: ROBERT ALTIERI           Title: PRESIDENT    19          EXHIBIT A     Description of the Premises: Attached     EXHIBIT B     Rules and Regulations              1.     Tenant shall not obstruct or permit its agents, employees, customers, contractors, visitors, or licensees to obstruct, in any way, the Common Areas including without limitation the sidewalks, entry passages, corridors, halls, stairways, or elevators of the Building, or use the above specified areas in any way other than as a means of passage to and from the Premises; bring in, store, use any materials on the Property which could cause a fire or an explosion or produce any fumes or vapor; make or permit any improper or disturbing noises; throw substances of any kind out of windows or doors, or down passages or in the halls or passageways; or place anything upon the window sills. Any trash or rubbish created by moving Tenant into the Premises, or any heavy or excessive waste materials resulting from Tenant's occupancy and use of the Premises, shall be removed from the Premises by Tenant at Tenant's sole cost and expense.          2.     Plumbing facilities shall not be used for any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes, newspapers, or other substances of any kind shall be thrown into them. Waste and excessive or unusual use of electricity or water is prohibited.          3.     No contract of any kind with any supplier of towels, water, ice, toilet articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing, cleaning of electrical fixtures, removal of waste papers, rubbish or garbage, or other like service shall be entered into by Tenant, nor shall any vending machine of any kind be installed in the Building without the prior written consent of the Landlord.          4.     No additional lock or locks shall be installed by Tenant on any door or doors installed by Landlord without prior written consent of Landlord. Two keys will be furnished to Tenant, and any additional keys required shall be secured from Landlord and paid for by Tenant. Tenant shall not have extra keys made without notice to Landlord and receipt of Landlord's consent. Tenant shall not change any locks. All keys to doors and washrooms shall be returned to Landlord at the termination of the tenancy, and, in the event of loss of any keys furnished, Tenant shall pay Landlord the cost thereof.          5.     Landlord shall not be responsible to Tenant for any loss of property from the Premises however occurring, or for any damage done to the effects of Tenant by Landlord or its contractors or subcontractors or its or their agents or employees, or by any other person or any other cause.          6.     No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the Property.          7.     Tenant shall not conduct, or permit any other person to conduct, any auction upon the Premises; manufacture or store goods, ware, or merchandise upon the Premises, without the prior written approval of Landlord, except the storage of usual supplies and inventory to be used by Tenant in the conduct of its business; permit the Premises to be used for gambling; make any unusual noises on the Property; permit to be played any radio, television, musical instrument or recorded music in such a loud manner as to disturb or annoy other tenants or other occupants of the Property; or permit any unusual odors to be produced upon the Premises.          8.     No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, curtains, blinds, and shades must be of a quality, type, design, and color approved by Landlord and attached in a manner approved by Landlord and be kept at a level designated by Landlord.          9.     Canvassing, soliciting, and peddling on the Property are prohibited, and Tenant shall. cooperate to prevent the same.              10.   There shall not be used in the Premises or in the Building, either by Tenant or by others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and side guards, and no hand trucks will be allowed in the elevators without the consent of Landlord.          11.   Tenant, before closing and leaving the premises at the end of business hours each day, shall ensure that all windows are closed and all entrance doors locked and shall turn off all lights and all standard electrical office equipment.          12.   Landlord shall have the right to prohibit any advertising by Tenant which in Landlord's opinion tends to impair the reputation of the building or its desirability as a building for offices and commercial use, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.          13.   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 of the name of the building for all purposes, except that Tenant shall use the name as its business address and for no other purposes;          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; and          f.      the right to grant anyone the right to conduct any particular business or undertaking in the Building.           14.   Moving in and out of the Building must be coordinated with Landlord at least twenty-four (24) hours in advance of the move-in or move-out date. In the discretion of Landlord, moving may be required to be done under its supervision. No furniture will be moved in the elevator without the permission of Landlord until necessary pads have been installed. Tenant shall use the elevator for moving only during such time as Landlord or its agents may determine.          15.   Landlord shall have the right to close and securely lock the Building other than during Normal Business Hours and during such other times as Landlord may deem advisable for the security of the Building and its tenants. Landlord shall give Tenant twenty-four (24) hours' notice before so closing and securely locking the Building, except in an emergency, and Landlord shall make a reasonable effort to assure access to the Premises by Tenant.          16.   Landlord shall not be responsible for lost or stolen personal property, equipment, money or jewelry from Premises or public rooms whether or not such loss occurs when the Building or the Premises are locked against entry.      SCHEDULE I     Landlord's Work       Landlord to build out 1,200 sq ft area currently designated as Suite 216 per Exhibit A. at 100% Landlord's cost; noting measurements are approximate only. Any changes from Exhibit A deemed major by Landlord and altered by Tenant during construction will be performed by Landlord at Tenant's cost with prior approval by both Tenant and Landlord.  Sink access to be provided by Landlord in existing suite 215 kitchenette area at 100% Landlord's cost.  100% area of approximately 4,140 rsf designated as Suites 2.13, 2.14, 2.15 2.16 and 116 to be carpeted and painted at Landlord's cost.             SCHEDULE 2     Tenant's Work        Tenant is 100% solely responsible for all furniture and equipment move and will reasonable perform all furniture and equipment move in a timely manner as Landlord requests to facilitate the on-going construction and will make a best effort not to delay the final construction efforts.        SCHEDULE 3     Parking              Tenant shall have full access to parking at the Building; provided, however, that such parking spaces are undesignated and unreserved.          QuickLinks COMMERCIAL LEASE OF HOUSE UNFURNISHED  TABLE OF CONTENTS LIST OF EXHIBITS LIST OF SCHEDULES  STANDARD LEASE AGREEMENT Recitals  EXHIBIT A Description of the Premises: Attached EXHIBIT B Rules and Regulations SCHEDULE I Landlord's Work SCHEDULE 2 Tenant's Work SCHEDULE 3 Parking        EX-10.15 5 a2167997zex-10_15.htm EXHIBTI 10.15       QuickLinks  -- Click here to rapidly navigate through this document     Exhibit 10.15       COMMERCIAL LEASE              This Lease is entered into on this Eighteenth day of February, 2005, by and between Broadway 205 Associates LLP, a Maryland Limited Partnership hereinafter called "Landlord", and Carrollton Mortgage Services, Inc. a subsidiary of Carrollton Bank, a Maryland Limited Liability Company, hereinafter referred to as `Tenant".          In consideration of the mutual covenants contained herein and other valuable consideration received, and with the intent to be legally bound, Landlord and Tenant agree as follows:    1.PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the following premises, 1st floor known as 208 Hickory Ave. (see attached Exhibit A) ("Premises"), containing approximately 1534 ± square feet as described on Exhibit A hereto attached. Tenant shall also have the right to use the common areas that may be provided by Landlord for the common use of all tenants, employees and guests. 2.TERM. The term of this Lease will be for Five (5) Year(s) and, commencing on April 1, 2005 and terminating at midnight Five (5) year(s) thereafter, unless sooner terminated according to the provision hereof. If Tenant is not in default or breach of any provision of this Lease, Tenant shall have the right and option to renew this Lease for One (1) additional period(s) of Five (5) Year(s) each, under the same terms and conditions of the Lease and at a rent as described below in Paragraph 3, by giving the Landlord One Hundred Eighty (180) days prior written notice of Tenant's intent to renew prior to the end of the initial lease term and first renewal period. 3.BASE RENT. Tenant agrees to pay to Landlord, without any deduction or set off and commencing at the beginning of the first month of the Initial Lease Year, the Base Rent as follows: Year 1 @ $16.00 square foot, $2,045.34 per month, Triple Net, payable in advance, on the first day of each month during the term of this Lease. Commencing with the second year and throughout the term, including the renewal option option, the base rent shall be increased by Three Percent (3%) per year. Storage Area lease space of two—eighty square feet area (See Exhibit B) the Tenant agrees to pay to Landlord, without any deduction or set off and commencing at the beginning of the first month of the Initial Lease Year, the Base Rent as follows: Year 1 $1,920.00 per year, Triple Net, payable in advance, on the first day of each lease year during the term of this Lease. Commencing with the second year and throughout the term, including the renewal option, the base rent shall be increased by Three Percent (3%) per year. Commencing at the beginning of the Initial Lease Term, the Tenant shall also pay, as Additional Rent, its prorated share of Landlord's Real Estate Taxes, Property Insurance Premiums and Common Area Maintenance Charges, which are estimated to be $2.00 per square foot or $45.67 per month, during the First Lease Year and which shall be adjusted annually, thereafter, based on actual costs (See Paragraphs 7, 9 & 11). Rent shall be paid/mailed to 22 West Allegheny Ave Suite 301, Towson, Maryland 21204, or at such other address as Landlord may specify in writing to Tenant. Time is of the essence in this Lease. 4.UTILITIES & SERVICES. Tenant shall pay for all utilities and janitorial services to the Premises. Landlord shall pay for common area electric service (public service) that is part of Common Area Maintenance charges. Landlord shall not be liable for any loss or expense incurred by Tenant by reason of the interruption or failure of any utility or service if due to any cause beyond Landlord's control.   1          5.LATE CHARGES. If Tenant fails to pay any installment of rent or any other amount due hereunder within five (5) days of the date the same is due, Tenant shall pay Landlord a late payment charge equal to $100.00. 6.USE. The Premises shall be used by Tenant solely as a Mortgage Services Operations and for activities incidental thereto. Tenant may not use the Premises for any other purpose without obtaining the prior written consent of Landlord. 7.LANDLORD'S TAX OBLIGATION. Landlord shall pay and discharge when due all real estate taxes, ordinary and special assessments and other governmental charges levied on or which would become a lien upon the land or building in which Premises is located (See Paragraph 3—Additional Rent). 8.PERSONAL PROPERTY TAXES. Tenant shall pay and discharge when due all taxes, assessments and other governmental charge, if any, levied on or attributable to personal property or improvements of Tenant located upon the Premises, or Tenant's use of the Premises 9.LANDLORD'S LIABILITY AND CASUALTY INSURANCE. During the term of this Lease and any extension or renewal, Landlord shall maintain general liability insurance and fire and extended casualty insurance coverage's on this building in which the Premises are located (See Paragraph 3—Additional Rent). If Tenant's occupancy or use causes an increase in Landlord's standard insurance premiums, Tenant shall reimburse Landlord for any such increase. 10.TENANT'S LIABILITY INSURANCE. During the term of this Lease and any extension or renewal, Tenant shall maintain, at its sole expense, public liability and property damage insurance with respect to the Premises with such company as may be acceptable to Landlord. Such policy shall be written to protect the Tenant and the Landlord in amounts of at least Five Hundred Thousand Dollars ($500,000.00) for injury to one person and One Million Dollars ($1,000,000.00) for injury to more than on person, and in amounts of Fifty Thousand Dollars ($50,000.00) for damage to property. Such policy shall name Landlord and Tenant as the insured's, as their interests may appear, and shall provide that the insurer may not change or cancel such insurance without giving 21 days prior written notice to Landlord. Tenant shall furnish Landlord with a copy of such policy or a certificate of insurance upon Landlord's request. 11.MAINTENANCE AND CONDITION. (a) Landlord shall maintain and repair the following: roof, foundation, structural elements, common areas, building electrical/mechanical systems (including sprinkler system), parking areas, lawn care, and exterior lighting/electrical components of the Building (See Paragraph 3—Additional Rent). However, if Tenant shall be the cause of any damage or repairs to the Building or Premises, through its negligence or willful misconduct, and for which the Landlord is responsible, Tenant shall, at sole cost and expense, pay for any such damage or repairs. Tenant shall maintain and repair the following: the interior of the Premises, including but not limited to the Tenant's carpet, phone system, electrical system, HVAC systems and furniture/fixtures/equipment. Tenant shall dispose of its trash and garbage in the common area of the Building, designated by the Landlord.     (b) Tenant acknowledges that it has examined the Premises and that they are in good condition and repair. Tenant shall keep the same clean, safe and in as good order and repair as they were at the commencement of this Lease, ordinary wear and tear expected. Tenant shall use all fixtures, appliances, and facilities in a reasonable manner. Tenant shall dispose of all garbage in designated disposal facilities. Tenant will pay for all damage to the Premises and repairs required due to any act or negligence of Tenant. Landlord and Tenant each agree to maintain and repair the Premises in compliance with all laws, ordinances and regulations    2        applicable to them. Tenant agrees to promptly give notice to Landlord of any required repairs or unsafe conditions and Landlord will be afforded a reasonable period of time to complete the same.    12.TENANT'S IMPROVEMENTS. Tenant shall not paint or deface the Premises, or make any alteration, additions or improvements without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Unless otherwise agreed to in writing, all alterations, additions and improvements shall become the property of Landlord and shall remain on the Premises at the expiration or termination of this Lease. Landlord agrees to construct the following tenant improvement: See Paragraph 39, LANDLORD'S WORK. 13.DISCHARGE OF LIENS. Tenant agrees to promptly pay its contractors and suppliers for all work performed and materials furnished to the Premises, if any. In the event any mechanic's or similar lien is filed on the Premises or building in which the Premises are located which is claimed to arise from Tenant's actions, Tenant shall, at its sole expense, discharge or bond against such lien within ten (10) days notice from Landlord. 14.DELIVERY OF POSSESSION. If Landlord is unable, through no fault on its part, to deliver possession of the Premises on the commencement date, this Lease will continue in effect, but rent and other amounts will be prorated according to when possession is given to Tenant. The term of this Lease will not be extended by any such delay. If Landlord is unable to deliver possession within 30 days of the commencement date, either Landlord or Tenant may terminate this Lease and all payments made will be returned to Tenant and all obligations of the parties will cease. Landlord will not be liable for any damages for such delay or failure to deliver. 15.QUIET ENJOYMENT. By paying the rent and observing all the agreements, terms and conditions herein, Tenant shall peaceably and quietly have, hold and enjoy the Premises during the term of this Lease and any extension or renewal, subject to the provision hereof 16.ACCESS. Landlord and its agents may enter the Premises at all reasonable times and upon reasonable notice to Tenant to conduct inspections, make necessary or desired repairs or improvements, or to show the same to prospective tenants, buyers or lenders. Landlord may also enter the Premises when the same appear to be abandoned and of the purpose of placing signs offering the Premises for sale or rent. In an emergency, and as permitted by law, Landlord may enter the Premises without prior notice to Tenant, provided, however, that Landlord shall notify Tenant within 24 hours, in writing, of its entry, such notice to include the date, time and reason for entry. 17.COMPLIANCE WITH LAW. Tenant, at its sole expense, shall comply with all present and future laws, ordinances, regulations and requirements of any federal, state or local authority relating to Tenant's use of the Premises. Tenant shall not make or permit any waste on the Premises, or any nuisance or use, which might interfere with the enjoyment of other, tenants or persons in the general area of the Premises. Tenant shall not commit or permit any act or use of the Premises which may increase the fire hazard or the cost of fire or other insurance on the building in which the Premises is located, or cause the cancellation of such insurance. Tenant shall pay any additional insurance premiums resulting from Tenant's use of the Premises. Tenant shall obtain, at its sole expense, any licenses or permits which may be required for Tenant's use of the Premises. 18.ASSIGNMENT AND SUBLETTING. Tenant shall not assign, transfer or encumber this Lease, nor sublet all or any portion of the Premises, nor permit the occupation by others, without on each occasion obtaining the prior written consent of Landlord, which consent shall   3        not be unreasonable withheld. Consent of Landlord on any occasion shall not be deemed a waiver of the necessity for consent on any other occasion. Notwithstanding any assignment or subletting, Tenant shall remain primarily liable for the payment of rent and the performance of all covenants, terms and conditions of this Lease. Any attempt to assign or sublet without Landlord's consent shall be void and shall entitle Landlord, at its option, to terminate this Lease, and said termination shall not release Tenant of its obligations hereunder.    19.FIRE AND CASUALTY. This Lease will terminate upon a total destruction of the Premises or building containing the Premises due to fire or other casualty and rent will be apportioned as of such date. In the event the Premises or the building containing the Premises are damaged by fire or other casualty so as to render the Premises unsuitable for the use for which the same are leased, rent will be abated until Landlord shall have restored the same to substantially their former condition. Provided, however, that if Landlord elects not to repair such damage, or if such repairs shall not have been completed within 90 days, either party may terminate this Lease and rent will be apportioned as of the date of termination. 20.CONDEMNATION. If the entire building in which the Premises are located is acquired or condemned by the power of eminent domain by any public or other authority, then this Lease will terminate upon the date such taking becomes effective. Rent and other payments will be apportioned as of such date. If any part of the premises or building containing the Premises is so acquired or condemned so as to render the Premises unsuitable for the use for which the same are leased, then this Lease may be terminated by either party upon thirty (30) days written notice to the other. Rent and other payments will be apportioned between the parties as of date of termination. If this Lease is not so terminated, then rent and other payments will be abated according to the nature and extent of the area taken. All damages awarded for such taking shall belong to and be the exclusive property of Landlord. Tenant agrees to sign such further instruments of assignment as Landlord may reasonably request to accomplish the foregoing. Provided, however, that any damages awarded for moving expenses or Tenant's fixtures, improvements or equipment shall belong to Tenant. 21.LOSS OR DAMAGE. Unless caused by the negligence of Landlord, Landlord will not be liable for any loss, damage or theft of any property of Tenant or others kept or stored in or about the Premises. Tenant acknowledges that it is Tenant's responsibility to insure its own property and improvements. 22.INDEMNIFICATION. (a) Tenant and Landlord shall indemnify and hold each other harmless from any and all claims, loss, damages, liens, expenses, including reasonable attorney's fees, and liabilities of whatever natures, arising out of or relating to (i) any default by either party in the performance or observance of any covenant, term or condition of this Lease and (ii) loss or damage to any property or injury or death to Tenant's or Landlord's employees, agents contractors, or visitors occurring on or about the Premises or Building due to any cause other than Tenant's or Landlord's negligence. Tenant's and Landlord's indemnifications are limited to their respective insurance policies as defined in paragraphs 9 and 10 herein. 23.DEFAULT. Tenant shall be in default of this lease upon the occurrence of any of the following events:   (a)failure to pay any installment of rent or any other amount required herein which shall continue for five days after the same is due; (b)failure to perform or observe any other covenant, term of condition of this Lease which shall not be corrected within 15 days after written notice from Landlord, or for such longer period as may be reasonably necessary to correct such default; (c)abandonment or cessation of business operations at the Premises by Tenant;    4         (d)any misrepresentation or omission of or on behalf of Tenant made to Landlord in connection with this Lease; (e)the taking of the leasehold created hereby on execution or by other process of law; (f)insolvency or failure of Tenant or any guarantor to generally pay its debts as they become due; (g)assignment for the benefit of creditors of, or appointment of a receiver or other officer for, all or any part of Tenant's or any guarantor's property; or (h)adjudication of bankruptcy, or filing of a petition under any bankruptcy or debtor's relief law by or against Tenant or any guarantor.    24.REMEDIES OF LANDLORD. (a) Upon any default by Tenant, Landlord may, at its options, terminate this Lease and/or commence eviction proceedings in accordance with the laws of Maryland. Upon any such default, Landlord shall also have the right to enter upon the Premises or any part thereof, without demand or notice, and repossess the same and expel Tenant and any other occupants and their effects, either with or without terminating this Lease. Notwithstanding the foregoing, if the default is solely due to a delinquent monthly rental payment, Landlord shall not enter upon the Premises for a period of thirty (30) days from the date of such default. Any entry may be with or without process of law, by force if necessary, or otherwise according to law. No entry shall subject Landlord to any liability for trespass or damages. Upon any entry or termination, Landlord agrees to use reasonable efforts to relet the Premises on Tenant's behalf or otherwise, for such term and rent as Landlord may determine. No act or failure to act by Landlord shall waive any remedies which Landlord may have for arrears of rent or breach of covenant or release Tenant from any liability whatsoever. (b) Upon termination or entry as above, Tenant shall indemnify Landlord against all loss of rents and other amounts which Landlord may incur over the remainder of the term in addition to paying all overdue rent and other payments. At Landlord's election, Tenant shall pay to Landlord an amount equal to the excess of the rent and other payment hereunder of the remainder of the term over the fair rental value of the Premises over the same period. Tenant shall also pay to Landlord all costs and expenses incurred by Landlord by reason of Tenant's default including, without limitation, reasonable attorney's fees, costs of regaining possession and reletting the Premises, broker's commissions, consulting fees, marketing fees, storage fees, repair and cleaning costs and leasehold improvement expenses. Landlord shall have the right to possess any and all of Tenant's property and equipment in the Premises to offset any amount due and owing to Landlord. (c) Upon any default by Tenant, Landlord shall make all good faith efforts to relet the Premises to another party. 25.NO WAIVER The failure of Landlord or Tenant to require strict performance by the other of any covenant, term or condition of this Lease is not a waiver for the future of any breach of the same or an other covenant, term or condition herein. Landlord's acceptance of rent is not a waiver of any breach by Tenant. 26.REMEDIES CUMULATIVE. To the extent permitted by law, the rights and remedies of Landlord herein are cumulative, and the exercise of any one of them will not be deemed to be in exclusion of any other. The rights and remedies herein are in addition to any other rights and remedies available to Landlord at law or equity. 27.RIGHT TO CURE OTHER'S DEFAULT. If either Landlord or Tenant fails to perform any covenant, term or condition of this lease, the other party may, after giving reasonable notice, perform such covenant, term or condition and expend whatever sums may be necessary. All sums expended shall be repaid on demand. This performance shall not waive any rights or remedies, which either party may have against the other for such default.   5          28.SUBORDINATION OF LEASE. This Lease is subject and subordinate to all present and future mortgages, trust deeds and other security instruments that may be placed on the building in which the Premises are located; provided that for so long as Tenant is not in default of this Lease, no foreclosure or similar proceeding will terminate this Lease or impair any of Tenant's rights. In the event of any such proceedings, Tenant shall attorn to the new owner and accept such successor as the new Landlord under this Lease. Although no further act by Tenant is necessary to accomplish the above, Tenant agrees to sign any other instrument evidencing this subordination and attornement as Landlord may reasonably request. 29.UNAVOIDABLE DELAYS. Neither party will be liable for any delay or failure in the performance of any of its obligations herein when due to labor dispute, inability to obtain materials or services, wars, governmental laws or restrictions, weather, acts of God, or any other cause beyond the reasonable control of such party. Provided, however that this section shall not excuse Tenant from the prompt payment of rent or any other amount due herein. 30.SURRENDER AND HOLDING OVER. No surrender of the Premises or this Lease shall be effective unless accepted in writing by Landlord. At the expiration or sooner termination of this Lease, Tenant will remove its effects and peaceably deliver possession of the Premises to Landlord in as good repair and conditions as they were at the commencement of this Lease, ordinary wear and tear excepted. Any property left on the Premises after Tenant vacates or abandons the Premises shall be deemed abandoned and Landlord may remove store and/or dispose of the same as its sees fit, subject to applicable law. If Tenant holds over beyond the expiration or termination of this Lease and rent is accepted by Landlord, a month to month tenancy only shall be created which will otherwise be governed by the terms and conditions of this Lease and the Base Rent shall be 1 V2 times the rate paid during the last month of the Initial Lease Term or subsequent Renewal Periods, whichever the case may be. Nothing in this section shall be construed as a consent to any holding over Tenant. 31.LIMITED LIABILITY. It is expressly agreed that neither Landlord nor any individual, partner, shareholder nor member comprising Landlord shall be personally liable under this Lease. In the event Landlord breaches any provision of this Lease, Tenant will look solely to the equity, if any, of Landlord in the building in which the Premises is located to satisfy its claims and remedies, and Landlord's liability shall not exceed such equity interest. 32.NOTICES. All notices and communications under this Lease shall be in writing and shall be deemed to be properly given when delivered personally or sent by certified mail, return receipt requested, to 205 Broadway Associates LLP C/O ADW, 22 West Allegheny Ave Suite 301, Towson, Maryland 21204, or to such other address as either party may specify in writing to the other. 33.ENTIRE AGREEMENT. The parties acknowledge that they have read and understand the terms of this Lease. This Lease contains the entire agreement and understanding between the parties regarding the Premises and is subject to no agreements, conditions or representations that are not expressly set forth herein. This Lease may only be amended in writing and signed by both Landlord and Tenant. 34.INVALID PROVISION. If any provision of this Lease shall be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 35.CAPTIONS. The captions in this Lease are inserted only for convenience and in no way construe or interpret the provision hereof or affect their scope or intent. 36.PARTIES BOUND. This Lease shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representative, successors and assigns. Provided, however, that if Landlord sells the Premises, Landlord shall be released from all liabilities   6        under this Lease. The purchaser, as successor landlord, shall be deemed to have assumed all of the obligations and liabilities of Landlord under this lease. Provided, however, that if Landlord sells the building in which the Premises is located, Landlord shall be released from all liabilities under this Lease. The purchaser, as successor landlord, shall be deemed to have assumed all of the obligations and liabilities of Landlord under this Lease.    37.RIDERS. The riders and exhibits, if any, attached hereto and initialed by the parties are made a part of this Lease. 38.SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall pay to Landlord a security deposit in the amount of $2,045.34 (one month's rent) to be held as security for the payment of rent and the faithful performance by Tenant of all of its obligations under this Lease. The security deposit shall be held and applied as provided by the laws of Maryland. Tenant may not apply the security deposit to the payment of rent. If Tenant fully performs its obligations hereunder, the security deposit, or balance, shall promptly be returned to Tenant after the termination of this Lease. 39.LANDLORD'S WORK Tenant, at its sole expense, shall make all improvements, with Landlord's approval, including its fixtures, equipment and furniture. Tenant's improvements shall be completed within sixty 60 days after Landlord turnover of the Premises. 40.SIGNAGE. No signage may be installed on the canopy, walls or windows of the Building or Premises, by the Tenant, without first obtaining the Landlord's written consent. Tenant shall be solely responsible for the cost and installation of any signage, including placement on Landlord's building pylon sign. All signage on the exterior of the building must be in accordance with the zoning requirements of Harford County. 41.WAIVER OF JURY TRAIL. Landlord and Tenant mutually waive any and all rights, which either may have to request a jury trial in any proceeding at law or in equity arising out of this Lease. Any costs and expenses incurred by the prevailing party (including, without limitation, reasonable attorney's fees), in enforcing any of its rights or remedies under this Lease, shall be repaid by the non-prevailing party upon demand. 42.SEVERABILITY. If any provision, covenant, term or condition of this Lease or application thereof to any person or circumstance is held invalid, such invalidity shall not affect the applicability and validity of the remaining provisions, covenants, terms of conditions of this Lease. 43.RULES AND REGULATIONS. Tenant shall comply with all rules and regulations currently in effect or which Landlord may hereinafter adopt for the safety, care and orderly operation of the Premises and for the benefit and comfort of other tenants or neighbors. The current rules and regulations, if any, are attached hereto and made part of this Lease.   7          IN WITNESS WHEREOF, this Lease is executed under seal on the            day of            2005.      Executed in the Presence of:    LANDLORD:    (Signature of Witness)    By:    205 Broadway Associates LLP         TENANT:    /s/ Kim John (Signature of Witness)    By:    /s/ Robert A. Altieri Robert A. Altieri, President Carrollton Mortgage Services, Inc.    8      QuickLinks COMMERCIAL LEASE        EX-10.16 6 a2167997zex-10_16.htm EXHIBIT 10.16       QuickLinks  -- Click here to rapidly navigate through this document Exhibit 10.16                        October 27, 2005            Carrollton Mortgage Services, Inc. 2300 York Road, Suite 213 Timonium, MD 21093   Attention:   Mr. Ronald Antrim Vice President    Dear Ron:          I have enclosed two signed copies of the new lease for Suite 205 in the Square Commercial Center, which was to become effective on August 1, 2005. I apologize for the delay, but I missed this renewal and then had a hard drive crash that further delayed me. On January 1, 2005, we adjusted our base rental rate to $11.85 per square foot per year. Therefore, we have adjusted your monthly rent from $145.00 to $148.13. This is a 2.16% increase, and I have also enclosed an invoice for the adjustment of $3.13 per month in August, September and October. I have also enclosed the latest utility bill and the invoice for November.          Please review the lease, and, if acceptable, sign both copies, keep one for your records and return the other to us as soon as possible. If you have any questions, please let me know.          We are looking forward to having you continue with us at the Square Commercial Center.           Respectfully,         /s/ Donald L. Stabler Donald L. Stabler Manager    Encls.                  ARTICLE OF AGREEMENT              MADE this 26th day of October A.D. 2005         BETWEEN Arthur Lea Stabler and Helen H. Stabler, His Wife         Square Commercial Center 1 Center Square, Suite 201 Hanover, Pennsylvania 17331-3001     hereinafter styled the Lessor, and           Carrollton Mortgage Services, Inc. Square Commercial Center 1 Center Square, Suite 205 Hanover, PA 17331     hereinafter styled the Lessee.          WITNESSETH, that the Lessor, in consideration of the rents and covenants hereinafter mentioned, doth demise and lease unto the Lessee to be used as an office, the premises situated in the Borough of Hanover, County of York, and Commonwealth of Pennsylvania, described as follows:    150 square feet of office space located on the Second Floor of the Square Commercial Center, 1 Center Square, Hanover, Pennsylvania 17331, noted as Suite 205.            TO HAVE AND TO HOLD unto the Lessee, subject to the conditions of the agreement for the term beginning on the 1st day of August, 2005 and ending on the 31st day of July, 2006.          IN CONSIDERATION OF WHICH the Lessee agrees to pay to the Lessor for the use and occupancy of the said premises, the sum of One Thousand Seven Hundred Seventy-Seven and 56/100 Dollars ($1,777.56) annually, payable as follows: One Hundred Forty-Eight and 13/100 Dollars ($148.13) per month on the first day of every month in advance, at the office of Lessor, Square Commercial Center, 1 Center Square, Suite 201, Hanover, Pennsylvania 17331.          AS A FURTHER CONSIDERATION for the use and occupancy of said premises, the Lessee hereby agrees to faithfully keep and be bound by the following covenants, conditions and agreements:          The said premises are to be kept and maintained in as good repair and condition as at present and at the expiration of this lease, they are to be surrendered in like repair and condition, natural wear and damages happening by fire, storm or other casualties only excepted.          The premises are to be kept in a clean and sanitary condition and all ashes or other garbage which may accumulate thereon during the term are to be removed, and in case of failure to remove the same, the Lessor may collect as rent due and in arrears the cost of removal; the water, lighting or other service for the use of the occupants of the said premises furnished by any public service company during the said term shall be paid for by the Lessee unless otherwise provided herein, or the same may be collected by the Lessor as rent due and in arrears.          Lessee agrees to abide by and require Lessee's employees and clients to abide by the policy regarding smoking in the Square Commercial Center as instituted and/or modified by the Lessor. Lessee agrees to supply chair mats under all chairs on rollers in order to protect the carpet from undo wear and tear. Lessee agrees to require Lessee's employees to use either local municipal lots or off-street reserved parking spaces in order to ensure greater availability of prime parking spaces in front of the Square Commercial Center for their clients and the clients and customers of others.          Nothing shall be done upon said premises contrary to the conditions of the policies of insurance upon the buildings thereon whereby the hazard may be increased or the insurance invalidated; neither the whole nor any portion of the said premises shall be sublet, nor shall this lease or any interest therein be assigned, without the written consent of the Lessor; which shall not be unreasonably withheld or delayed.                The Lessor expressly reserves the right to enter upon the premises at reasonable times for the purpose of making necessary inspection or repairs, or to show the same to prospective purchasers or lessees, and may display "For Rent" or "For Sale" cards thereon.          If default shall be made in the payment of any part of the said rent after ten (10) days written notice of late payment, or in case of a breach or evasion or any attempt to break or evade any of the covenants or conditions of this agreement, and such breach shall not be cured within thirty (30) days written notice from Lessor, the entire rent reserved for the full term of this lease remaining unpaid shall become due and payable at once and may forthwith be collected, and at the same time the Lessor may forfeit and annul the unexpired portion of this lease and enter upon and repossess the said premises with or without process of law, and without giving any notice whatsoever.          Lessee also agrees to pay any costs (lawyers fees, court costs, collection fees, etc.) incurred by Lessor associated with the collection of payments of rent and/or other costs incurred under this lease that are in default. In addition, interest may be added by Lessor to amounts outstanding beyond 30 days from date of bill or due date at a rate of 1-1/2% per month on the average daily balance (18% per year).          Acceptance by the Lessor of any of the sand rent at any time after the same shall become due after default has been made in the payment thereof, or any failure to enforce any of the rights herein reserved to the Lessor, or any of the conditions herein contained, shall not in any wise be considered a waiver of the right to enforce the same at any time without any notice whatsoever, and any attempt to collect the rent by one proceeding shall not be considered as a waiver of the right to collect the same by any other proceeding, but all of the rights of the Lessor, and all conditions may be enforced together or successively at the option of the Lessor.          Lessor and Lessee, each hereby waives on behalf of itself, its agents, officers and employees, all causes and rights of recovery against the others, its or their agents, officers and employees, as the case may be, for any loss occurring to the building and improvements and the contents thereof located on the premises resulting from any of the perils insured against under the insurance policies carried on the building, fixtures and improvements and the insurance carried on the contents of Lessee, regardless of cause or origin, to the extent of any recovery of such policy or policies of insurance.          AND IT IS FURTHER AGREED that the following conditions, forfeitures, covenants and restrictions are a part of this agreement, and that each and all of them are binding upon the parties hereto:    1.The Lessee shall pay for all utilities. This pertains to the electric service to the individual office space, and the Lessee's share of the common utilities as determined in a reasonable manner by the Lessor, 2.The Lessee also has the option to use the cleaning service available through the Lessor for daily maintenance of the premises at the current per square foot rate for the office cleaning service (this will include the cost for twice annual carpet cleaning using a dry cleaning method). If the Lessee chooses to handle the general cleaning of premises internally, the Lessee will be required to pay the cost to have the carpet in premises cleaned twice annually using the dry cleaning method provided by the cleaning service available through the Lessor (including labor and materials). If Lessee chooses to handle the general cleaning of the premises internally, and fails to maintain the premises in a satisfactory manner, as determined by the Lessor, the Lessee will be required to use the cleaning service available through the Lessor. 3.This lease may be extended for an additional one (1) year if notice is given by Lessee not less than thirty (30) days prior to the expiration date of this lease. All conditions and covenants of this lease shall remain in force and effect during any extension hereof, except that annual rent   2        shall be negotiated by the parties at the time of the extension of the lease for the additional period. In the event that the Lessee chooses not to renew this lease, and notice is given less than thirty (30) days prior to the expiration date of this lease, Lessee will be responsible for all rent and utilities covered in this lease through the last day of the month in which the 30-day notice period ends.            IN WITNESS WHEREOF, the parties aforesaid have hereunto set their hands and seals on the day and year first above written.             /s/  DONALD L. STABLER       Witness   /s/  ARTHUR LEA STABLER       Arthur Lea Stabler    /s/  DONALD L. STABLER       Witness    /s/  HELEN H. STABLER       Helen H. Stabler         Carrollton Mortgage Services, Inc.    /s/  ARLENE COHEN       Witness    /s/  RONALD ANTRIM       Ronald Antrim, Vice President    3      QuickLinks ARTICLE OF AGREEMENT        EX-10.17 7 a2167997zex-10_17.htm EXHIBIT 10.17       QuickLinks  -- Click here to rapidly navigate through this document     Exhibit 10.17       COMMERCIAL LEASE OF HOUSE  UNFURNISHED              BY THIS AGREEMENT made and entered into on June 11, 2004, between Mario J. Orlando and Matthew J. Salafia, herein referred to as Lessor, and Carrollton Mortgage Services, herein referred to as Lessee, Lessor leases to Lessee the premises situated at 8905 Harford Road, Baltimore County, State of Maryland, and more particularly described as follows:  8905 Harford Road, Baltimore, MD 21234, "CALIFORNIA ORCHARDS", together with all appurtenances, for a term of  2 years to commerce on July 1, 2004, and to end on June 1, 2005, at 12:00 o'clock P. M.          1.    Rent.    Lessee agrees to pay, without demand, to Lessor as rent for the the demised premises the sum of  Fifteen Hundred Dollars ($1500.00)  per month in advance on the 1st day of each calendar month beginning July 1, 2004, at such as Lessor may designate.          2.    Security Deposit.    On execution of this lease, Lessee deposits with Lessor Fifteen Hundred Dollars ($1500.00), receipt of which is acknowledged by Lessor, as security for the faithful performance by Lessee of the terms hereof, to be returned to Lessee, without interest, on the full and faithful performance by him of the provisions hereof.          3.    Quiet Enjoyment.    Lessor covenants that on paying the rent and performing the covenants herein contained, Lessee shall peacefully and quietly have, hold, and enjoy the demised premises for the agreed term.          4.    Use of Premises.    The demised premises shall be used and occupied by Lessee exclusively as a private single office space for the purposes of carrying on a business, trade or profession. Lessee shall comply with all the sanitary laws, ordinances, rules, and orders of appropriate governmental authorities affecting the cleanliness, occupancy, and preservation of the demised premises, and the sidewalks connected thereto, during the term of this lease.          5.    Number of Occupants.    Lessee agrees that the demised premises shall be occupied by no more than the number of persons allowed by law at any given time.          6.    Condition of Premises.    Lessee stipulates that he has examined the demised premises, including the grounds and all buildings and improvements, and that they are, at the time of this lease, in good order, repair, and a safe, clean, and tenantable condition.          7.    Assignment and Subletting.    Without the prior written consent of Lessor, Lessee shall not assign this lease, or sublet or grant any concession or license to use the premises or any part thereof. A consent by Lessor to one assignment, subletting, concession, or license shall not be deemed to be a consent to any subsequent assignments, subletting, concession, or licensed. An assignment, subletting, concession, or license without the prior written consent of Lessor, or an assignment or subletting by operation of law, shall be void and shall, at Lessor's option, terminate this lease.          8.    Alterations and Improvements.    Lessee shall make no alterations to the building on the demised premises or construct any building or make other improvements on the demised premises without prior written consent of Lessor. All alterations, changes, and improvements built, constructed, or placed on the demised by Lessee, with the exception of fixtures removable with out damage to the premises and movable personal property, shall, unless otherwise provided by written agreement between Lessor and Lessee, be the property of Lessor and remain on the demised premises at the expiration or sooner termination of this lease.          9.    Damage to Premises.    If the demised premises, or any part thereof, shall be partially damaged by fire or other casualty not due to Lessee's negligence or willful act or that of his employee, family,  1       agent, or visitor, the premises shall be promptly repaired by Lessor and there shall be an abatement of rent corresponding with the time during which, and the extent to which, the leased premises may have been untenantable; but, if the leased premises should be damaged other than by Lessee's negligence or willful act or that of his employee, family, agent, or visitor to the extent that Lessor shall decide not to rebuild or repair, the term of this lease shall end and the rent shall be prorated up to the time of damage.          10.    Dangerous Materials.    Lessee shall not keep or have on the leased premises any article or thing of a dangerous, inflammable, or explosive character that might unreasonably increase the danger of fire on the leased premises or that might be considered hazardous or extra hazardous by any responsible insurance company.          11.    Utilities.    Lessee shall be responsible for arranging for and paying for all utilities services.          12.    Maintenance and Repair.    Lessee will, at his sole expense, keep and maintain the leased premises and appurtenances in good and sanitary condition and repair during the term of this lease and any renewal thereof. In particular, Lessee shall keep the fixtures in the house or on or about the leased premises in good order and repair; keep the furnace clean; keep the electric bills in order; keep the walks free from dirt and debris; and, at his sole expenses, shall make all required repairs to the plumbing, range, heating apparatus, and electric and gas fixtures whenever damage thereto shall have resulted from Lessee's misuse, waste, or neglect or that of his employee, family, agent, or visitor. Major maintenance and repair of the leased premises, not due to Lessee's misuse, waste, or neglect or that of his employees, family, agent, or visitor, shall be the responsibility of Lessor of his assigns.          13.    Animals.    Lessee shall keep no domestic or other animals on or about the leased premises without the written consent of Lessor.          14.    Right of Inspection.    Lessor and his agent shall have the right at all reasonable times during the term of this lease and any renewal thereof to enter the demised premises for the purpose of inspecting the premises and all building and improvements thereon.          15.    Display of Signs.    During the last 60 days of this lease, Lessor or his agent shall have the privilege of displaying the usual "For Sale" or "For Rent" or "Vacancy" signs on the demised premises and of showing the property to prospective purchasers or tenants.          16.    Subordination of Lease.    This lease and Lessee's leasehold interest hereunder are and shall be subject, subordinate, and inferior to any liens or encumbrances now or hereafter placed on the demised premises by Lessor, all advances made under any such liens or encumbrances, the interest payable on any such liens or encumbrances, and any and all renewals or extensions of such liens or encumbrances.          17.    Holdover by Lessee.    Should Lessee remain in possession of the demises premises with the consent of Lessor after the natural expiration of this lease, a new month-to-month tenancy shall be created between Lessor and Lessee which shall be subject to all terms and conditions hereof but shall be terminated on 30 days' written notice served by either Lessor or Lessee on the other party.          18.    Surrender of Premises.    At the expiration of the lease term, Lessee shall quit and surrender the premises hereby demised in as good state and condition as they were at the commencement of this lease, reasonable use and wear thereof and damages by the elements excepted.          19.    Default.    If any default is made in the payment of rent, or any part thereof, at the times hereinbefore specified, or if any default is made in the performance of or compliance with any other term or condition hereof, the lease, at the option of Lessor, shall terminate and be forfeited, and Lessor may re-enter the premises and remove all persons therefrom. Lessee shall be given written notice of any default or breach, and termination and forfeiture of the lease shall not result if, within  2       15 days of receipt of such notice, Lessee has corrected the default or breach or has taken action reasonably likely to effect such correction within a reasonable time.          20.    Abandonment.    If at any time during the term of this lease Lessee abandons the demised premises or any part thereof, Lessor may, at his option, enter the demised premises by any means without being liable for any prosecution therefore, and without becoming liable to Lessee for damages or for any payment of any kind whatever, and may, at is discretion, as agent for Lessee, relet the demises premises, or any part thereof, for the whole or any part of then unexpired term, and, may receive and collect all rent payable by virtue of such reletting, and at Lessor's option, hold Lessee liable for any difference between the rent that would have been payable under this lease during the balance of the unexpired term, if this lease had continued in force, and the net rent for such period realized by Lessor by means of such reletting. If Lessor's right to re-entry is exercised following abandonment of the premises by Lessee, then Lessor may consider any personal property belonging to Lessee and left on the premises to also have been abandoned, in which case Lessor may dispose of all such personal in any manner Lessor shall deem proper and is hereby relieved of all liability for doing so.          21.    Tenant Personal Property and Liability Insurance.    All Tenant's personal property in said premises shall be and remain at his sole risk, and the Landlord shall not be liable for any damage to, or loss of such personal property arising from any acts of negligence of any other persons, nor from the leaking of the roof, or from the bursting, leaking or overflowing of water, sewer or steam pipes, or from heating or plumbing fixtures, or from the handling of electric wires or fixtures, or from any other cause whatsoever, nor shall the Landlord be liable for any injury to the person or the tenant or other persons in or about the premises, the Tenant expressly agreeing to save the Landlord harmless in all such cases and to carry Public Liability Insurance in a company and in an amount not less than the following limits: Bodily Injury—$1,000,000.00 per occurrence; Property Damage—$1,000,000.00 per occurrence. Tenant shall also carry "Fire Legal Liability" Insurance in an amount not less than the following limits: $75,000.00 per occurrence.          22.    Binding Effect.    The covenants and conditions herein contained shall apply to and bind the heirs, legal representatives, and assigns of the parties hereto, and all covenants are to be construed as conditions of this lease.          IN WITNESS WHEREOF, the parties have executed this lease on the day and year first above written.      /s/  MARIO J. ORLANDO       Mario J. Orlando—Lessor    Carrollton Mortgage Services    /s/  MATTHEW J. SALAFIA       Matthew J. Salafia—Lessor    By:    [ILLEGIBLE]            This contract shall continue to be in force month to month from the end date. It shall continue until either party notifies the Lessee or Lessor with 30 days written notification by certified mail. Any request shall be sent to 8905 Hartford Road, Parkville, MD 21234 Attn: Mario J. Orlando.  3      QuickLinks COMMERCIAL LEASE OF HOUSE UNFURNISHED        EX-10.18 8 a2167997zex-10_18.htm EXHIBIT 10.18       QuickLinks  -- Click here to rapidly navigate through this document  Exhibit 10.18   GROUND LEASE    BETWEEN    HICKORY CROSSING, LLC as Landlord    and    CARROLLTON BANK as Tenant    Date: November 4, 2003    Property:    Hickory Crossing Harford County, Maryland               Table of Contents                 Page   1.   Definitions   1   2.   Preconditions to Tenant's Lease Obligations   3   3.   Lease Term   5   4.   Landlord's Construction and Other Site Obligations   5   5.   Tenant's Construction Obligations   6   6.   Use of Property   7   7.   Limitation on Multiple Banking Uses   7   8.   Rent   8   9.   Common Elements Operating Costs   8   10.   Taxes and Assessments   9   11.   Utilities   10   12.   Maintenance   10   13.   Alterations   10   14.   Trade Fixtures   11   15.   Signs   11   16.   Landlord's Access   11   17.   Rules and Regulations   11   18.   Indemnification   12   19.   Insurance and Casualty   13   20.   Eminent Domain   14   21.   Assignment and Subletting   15   22.   Mechanics' Liens and Other Liens   17   23.   Quiet Enjoyment   17   24.   Landlord's Right to Mortgage; Attornment   18   25.   Estoppel Certificates   18   26.   Acts of Other Tenants   18   27.   Environmental Matters   18   28.   Defaults and Remedies   19   29.   Bankruptcy or Insolvency   21   30.   Miscellaneous Provisions   21             GROUND LEASE              THIS LEASE (the "Lease"), dated November 4, 2003, is made and entered into by and between HICKORY CROSSING, LLC, a Maryland limited liability company (the "Landlord") having an office at 14 Back River. Neck Road, Baltimore, Maryland 21221, and CARROLLTON BANK, a Maryland state chartered commercial bank (the "Tenant") having an office at 344 North Charles Street, Suite 300, Baltimore, Maryland 21201-4301      INTRODUCTORY STATEMENT              Landlord is the owner of certain unimproved real property containing approximately 4.554 +/- acres, located in Hickory, Harford County, Maryland, which is identified as Lots 3, 5, 6 and 7, and outlined in green (the "Commercial Center") on the Revised Final Plat, Division of Lot 3-Formerly the Land of A-Blair Syndicate, dated March 7, 2003, (the "Plat") as prepared by Frederick Ward & Associates ("Landlord's Engineer"), which Plat is attached hereto as Exhibit A and incorporated herein by reference. Also attached hereto as  Exhibit A-1 is the Conceptual Development Plan for the Property (the "Conceptual Development Plan"), prepared by Landlord's Engineer.          Landlord desires to lease to Tenant and Tenant desires to rent from Landlord a portion of the Commercial Center identified as Lot 3 on the Plat, containing approximately 38,515 +/- square feet of land area and approximately .82 +/- acres as outlined in red on the Plat (the "Property") subject to and in accordance with the terms and conditions hereinafter set forth.          NOW, THEREFORE, for good and valuable consideration, Landlord leases to Tenant and Tenant rents from Landlord the Property; together with the right to use the Common Elements (as hereinafter defined) in common with others during the Term (as hereinafter defined) of this Lease, and any renewal or extension thereof. This Lease is made upon the following terms and conditions:          1.    Definitions.    As used in this Lease, the following terms are defined as follows:           1.1.    Additional Rent    see Section 8.2.          1.2.    Annual Rent         Applicable Portion of Term           Beginning    Ending   Annual Rent   Monthly Installment (Annual ÷ 12)   Rent Commencement Date ("RCD")   5th anniversary of RCD   $ 95,000.00   $ 7,916.67   5th anniversary of RCD   10th anniversary of RCD   $ 104,500.00   $ 8,708.33   10th anniversary of RCD   15th anniversary of RCD   $ 114,950.00   $ 9,579.17   15th anniversary of RCD   20th anniversary of RCD   $ 126,445.00   $ 10,537.08   First Extension Term, if exercised   $ 139,089.50   $ 11,590.79   Second Extension Term, if exercised   $ 152,998.45   $ 12,749.87   Third Extension Term, if exercised   $ 168,298.30   $ 14,024.86   Fourth Extension Term, if exercised   $ 185,128.13   $ 15,427.34             1.3.    Building    refers to the one-story masonry building of approximately 3,200 +/- square feet to be constructed by Tenant at its cost on the Property, together with all alterations, additions, improvements, repairs, restorations and replacements thereof.          1.4.    Commencement Date    the date of execution of this Lease by Landlord and Tenant.          1.5.    Common Elements    The two (2) pylon signs (and the land immediately surrounding the same) to be provided and maintained by Landlord for the benefit of the Commercial Center.          1.6.    Common Elements Operating Costs    See Section 9.2.          1.7.    Environmental Laws    all applicable federal, state, or local law, ordinance, or regulation, as may be amended from time to time, including, but not limited to the Resource Conservation          and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Air Act, and the Clean Water Act that regulate any hazardous or toxic substance, material, or waste and amendments thereto.          1.8.    Extension Term    See Section 3.2.          1.9.    Hazardous Materials    any hazardous or toxic substance, material, or waste, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials and wastes regulated under any Environmental Laws.          1.10.    Initial Term    See Section 3.1.          1.11.    Landlord's Delivery Date    the date on which Landlord delivers the Property to Tenant following substantial completion of Landlord's Land Site Improvements. Landlord's Engineer shall notify Tenant of such date in writing and such notification shall be conclusive in the absence of bad faith or fraud.          1.12.    Landlord's Land Site Improvements    those improvements, more particularly described in  Exhibit B attached hereto and incorporated herein by reference, to be constructed by Landlord on or adjacent to the Property in accordance with the terms and conditions of this Lease.          1.13.    Landlord's Notice Address    the following address for notices or such other address as Landlord may designate in writing from time to time:    Hickory Crossing, LLC c/o Kirk A. Salvo, Manager 14 Back River Neck Road Baltimore, Maryland 21221  With a Copy to:  David H. Cole, Esquire Law Office of Curtis C. Coon, LLC 305 West Chesapeake Avenue-Suite 105 Towson, Maryland 21204            1.14.    Landlord's Payment Address    the following address for rent payments or such other address as Landlord may designate in writing from time to time:    Hickory Crossing, LLC 14 Back River Neck Road Baltimore, Maryland 21221            1.15.    Landlord's Property Site Improvements    the common pylon signs now or hereafter provided or constructed by Landlord that serve the Commercial Center.          1.16.    Market Area    the greater Harford County, Maryland area.          1.17.    Permitted Use    any lawful purpose subject to applicable zoning laws, provided, however, that in no event will Tenant, its successors, affiliates and assigns be permitted to use all or any portion of the Property for any of the following uses: (a) convenience store, delicatessen, dairy store, coffee shop, or coffee bar, bagel store, bakery, sandwich store selling cold sandwiches (such as a Subway), donut or similar shop, or a retail gasoline dispensing facility; (b) the sale of auto parts, auto accessories and/or auto supplies; (c) a drug store or business which sells or dispenses prescription drugs or for any collateral use (e.g. parking, drainage, or service drives) in support of a drug store or a business which serves or dispenses prescription drugs; (d) any use that is   2       prohibited by a restrictive covenant (now or hereafter existing) contained in a separate lease or signed letter of intent for all or any portion of the Commercial Center between Landlord and another tenant, or prospective tenant, as the case may be; and (e) any other then existing uses by other tenants, sublessees, licensees or occupants within the Commercial Center. In no event shall Tenant be precluded from using the Property for all banking, residential mortgage lending and related regulatorily approved financial services permissible for banks and bank-affiliated companies; provided, however, that such related financial services do not violate any of the prohibited uses set forth in sections (a)-(e). If both Tenant and Landlord wish to provide a competing regulatorily approved related financial service, then the person first providing such service within the Commercial Center shall be entitled to exclusively provide such service within the Commercial Center.          1.18.    Regulatory Approval    the regulatory approval that Tenant is required to obtain from all applicable Federal and State of Maryland regulatory bodies in order to operate a branch bank office at the Property.          1.19.    Rent Commencement Date    the earlier to occur of           a)    The later of:           1)    One Hundred Twenty (120) days after Commencement Date; or          2)    One Hundred Twenty (120) days after Landlord's Delivery Date; and           b)    The date Tenant opens for business to the public at the Property.           1.20.    Tenant Improvements    include the Building, sidewalks and curbs, building lighting fixtures and conduits, utility connections (including, without limitation, cable connections), paved parking and driveways, road gutters and landscaping on the Property, and all other improvements necessary for Tenant's use of the Property (other than Landlord's Land Site Improvements and Landlord's Property Site Improvements) now, or hereafter constructed on the Property by Tenant in the approximate location shown on  Exhibit A-1.          1.21.    Tenant's Notice Address    the following address for notices or such other address as Tenant may designate in writing from time to time:    Carrollton Bank 344 North Charles Street-Suite 300 Baltimore, Maryland 21201-4301 Attention: Robert A. Altieri, President  With a copy to:  William C. Rogers, Jr., Esquire Rogers, Moore & Rogers 6 South Calvert Street Baltimore, Maryland 21202            1.22.    Term    the Initial Term or the applicable Extension Term, whichever is then in effect.           2.    Preconditions to Tenant's Lease Obligations.              2.1.  Tenant's obligations under this Lease shall be conditioned upon the following:           (a)   Tenant may, but shall not be obligated to, have a title report prepared for the Property. If such title report indicates that Landlord is unable to convey a leasehold interest in the Property reasonably acceptable to Tenant, Tenant may terminate this Lease upon written notice to Landlord within one hundred twenty (120) days after the Commencement Date. If    3        Tenant does not elect to terminate this Lease upon written notice to Landlord within such one hundred twenty (120) day period, this precondition will be deemed waived.          (b)   Tenant may, but shall not be obligated to, have a survey of the Property prepared at Tenant's sole cost and expense by a surveyor of Tenant's choice within one hundred twenty (120) days after the Commencement Date. If such survey shows encroachments onto or from the Property, violations or restrictions of record, boundary line conflicts, or other information that Tenant reasonably finds objectionable, then Tenant may terminate this upon giving written notice to Landlord within one hundred twenty (120) days after the Commencement Date. If Tenant does not elect to terminate this Lease upon written notice to Landlord within such one hundred twenty (120) day period, this precondition shall be deemed waived.          (c)   Tenant may, but shall not be obligated to, commission an environmental assessment of the Property, which assessment shall be completed within one hundred twenty (120) days after the Commencement Date. If the assessment indicates the presence of any Hazardous Materials or if the assessment indicates that further assessment is reasonably warranted due to the possible presence of Hazardous Materials, Tenant may terminate this Lease upon giving written notice to Landlord within one hundred twenty (120) days after the Commencement Date. If Tenant does not elect to terminate this Lease upon written notice to Landlord within such one hundred twenty (120) day period, this precondition shall be deemed waived.          (d)   Tenant may, but shall not be obligated to, have soil borings prepared for the Property within one hundred twenty (120) days after the Commencement Date. If such soil borings indicate that Tenant is unable to construct and use the Tenant Improvements on the Land as intended to be designed by Tenant and the Tenant Improvements cannot be redesigned to Tenant's satisfaction to accommodate the soil conditions, Tenant may terminate this Lease upon written notice to Landlord within one hundred twenty (120) days after the Commencement Date. If Tenant does not elect to terminate this Lease upon written notice to Landlord within such one hundred twenty (120) day period, this precondition shall be deemed waived.          (e)   Tenant, at its sole cost and expense, shall file for and thereafter diligently pursue Regulatory Approval, provided, however, that Regulatory Approval shall be given, if at all, within one hundred twenty (120) days after the Commencement Date. Tenant shall notify Landlord in writing (the "Regulatory Approval Notice") promptly after Tenant receives Regulatory Approval. If Regulatory Approval is denied, this Lease shall be of no further force and effect, and neither party shall have any further rights or obligations hereunder. The foregoing notwithstanding, if Tenant has not received Regulatory Approval within one hundred (120) days following the Commencement Date, this Lease will be deemed terminated unless the parties otherwise agree.           2.2.  Tenant is hereby granted the right and privilege to enter upon the Property and to perform such tests and take such samples and measurements as required to satisfy the conditions precedent set forth in this Section 2; provided that Tenant shall restore the Property to its condition prior to Tenant's entry thereon; and provided further that Tenant shall indemnify and hold Landlord harmless for any claim of loss or damage arising out of Tenant's entry onto the Property. Tenant's obligations hereunder will survive termination of this Lease. Tenant's entry upon the Property under this Section 2.2 shall not be deemed possession by the Tenant.          2.3.  If Tenant gives written termination notice to Landlord in a timely manner because of any item not acceptable to it under Section 2.1 above, this Lease shall be of no further force or effect, and neither party shall have any further rights or obligations hereunder except those rights or obligations that expressly survive termination of this Lease.   4                 3.    Lease Term.              3.1.    Initial Lease Term.    The initial term (the "Initial Term") of this Lease shall commence on the Commencement Date and shall expire at the end of the month that is twenty (20) years after the Rent Commencement Date unless sooner terminated in accordance with the provisions hereof. After the Rent Commencement Date and upon Landlord's request, Tenant shall promptly enter into a written agreement with Landlord, mutually acceptable and in recordable form, stipulating the Commencement Date, the Rent Commencement Date, and expiration date of the Initial Term.          3.2.    Extensions.    Provided Tenant is not then in monetary or material non-monetary default of this Lease beyond any applicable cure period, Tenant may extend this Lease for four (4) additional periods of five (5) years each (each an "Extension Term") on the same terms and conditions as provided in this Lease, by delivering written notice of the exercise thereof to Landlord not later than six (6) months before the expiration of the then current Term. On or before the commencement date of the Renewal Term in question, at either party's request, Landlord and Tenant shall execute an amendment to this Lease confirming the Extension Term on the same terms and conditions as provided in this Lease, except as follows:           (a)   After the last scheduled Extension Term hereunder, Tenant shall have no further extension options unless expressly granted by Landlord in writing; and          (b)   Landlord shall lease to Tenant the Property in its then-current condition.    Tenant's rights under this Section 3.2 shall terminate if (i) this Lease or Tenant's right to possession of the Property is terminated, or (ii) Tenant fails to timely exercise its option under this Section 3.2, time being of the essence with respect to Tenant's exercise thereof.           3.3   Any holding over by Tenant after the expiration of the Initial Term or Extension Term, as applicable, without the consent of Landlord, shall be construed to be a tenancy from month-to-month at one and one-half (1.5) times the Annual Rent herein specified pro-rated on a monthly basis, and shall otherwise be on the terms and conditions herein specified, so far as applicable.           4.    Landlord's Construction and Other Site Obligations.              4.1.  Landlord has subjected its interest in the Property to the Declaration of Covenants, Conditions and Restrictions (substantially in the form attached hereto as  Exhibit C, the "Declaration"). The parties acknowledge and agree that this Lease is subject to the terms, provisions and conditions of the Declaration, as amended. Provided Tenant is not in default of any of its monetary or non-monetary obligations beyond any applicable cure period, Landlord shall not modify or amend the Declaration so as to limit Tenant's material rights or increase any of Tenant's material obligations without the Tenant's consent during the Term, which consent shall not be unreasonably withheld or delayed.          4.2.  The Final Development Plan to be attached as Exhibit A-2, depicts the site improvements to be constructed by both Landlord and Tenant. Landlord shall make application to the appropriate governmental agencies, quasi-governmental agencies and utility companies for site plan approval and all other permits and approvals necessary to commence construction of Landlord's Property Site Improvements and Landlord's Land Site Improvements. Landlord shall use commercially reasonable efforts to obtain such, permits, and to substantially complete the construction of Landlord's Land Site Improvements within one (1) year following the Commencement Date.          4.3.    Substantial Completion.    For all purposes of this Lease, the phrase "substantial completion of Landlord's Land Site Improvements" shall be deemed to have occurred when   5        Landlord's Engineer furnishes a certificate to Landlord and Tenant certifying that the Landlord's Land Site Improvements are sufficiently complete to enable Tenant to commence construction of Tenant Improvements, which certification shall be conclusive, in the absence of bad faith or fraud.          4.4.    Termination.    If Landlord's Delivery Date does not occur on or before one (1) year following the Commencement Date, the date may be extended upon written notice by Landlord up to one hundred eighty (180) days, for any delays caused by force majeure (as defined herein). If Landlord's Delivery Date does not occur within such time period (as may be extended), Tenant shall have the right to terminate this Lease by notice to Landlord sent any time before Landlord's Delivery Date (as may be extended) occurs. In such event, neither party shall have any further rights or obligations hereunder except for those obligations that expressly survive termination.           5.    Tenant's Construction Obligations.              5.1.    General.    Tenant shall construct or cause to be constructed at Tenant's sole cost and expense the Tenant Improvements in a good and workmanlike manner. All construction by Tenant shall be done pursuant to plans and specifications therefor prepared by a licensed architect or engineer. All such plans and specifications for the Tenant Improvements shall be subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. The foregoing notwithstanding, Landlord's approval will not be required for changes in the construction Plans by Tenant, the estimated cost of which does not exceed Twenty-Five Thousand ($25,000.00) Dollars. Tenant shall perform its work without interfering with other construction on the Property or within the Commercial Center and shall cooperate with the contractors of Landlord and other tenants within the Commercial Center. Tenant shall bear all risk of theft, loss or damage to its personal property, including building materials stored on the Property or incorporated into the Tenant Improvements, from whatsoever cause, unless such loss or damage is due to the negligence or willful misconduct of Landlord.          5.2.    Timing.    Within ninety (90) days after the Commencement Date, Tenant shall prepare, or cause to be prepared, complete plans and specifications for the Tenant Improvements (the "Plans") and shall submit the same to Landlord for Landlord's approval, which approval shall not be unreasonably withheld or delayed. If Landlord objects to Tenant's Plans, Tenant shall revise the Plans in an effort to respond to Landlord's objections and resubmit the Plans within twenty (20) calendar days thereafter. If Landlord does not respond or object within ten (10) days after Tenant's initial submission of the Plans or within five (5) Business Days after Tenant's resubmission of the Plans, the Plans will be deemed approved. Within ten (10) days after (i) the Plans for the Tenant Improvements having been approved or deemed approved, Tenant shall make application to the applicable jurisdiction for a building permit (the "Tenant's Building Permit") and to all other appropriate governmental agencies, quasigovernmental agencies and utility companies for all permits and approval necessary to construct the Tenant Improvements. Tenant shall substantially complete construction of the Tenant Improvements within one hundred twenty (120) days after Landlord's Delivery Date. As used herein, the phrase "substantial completion of the Tenant Improvements" shall mean that construction of the Tenant Improvements is sufficiently complete to permit Tenant to occupy and use the Property for Tenant's business operations notwithstanding the existence of certain minor items that are incomplete or unfinished (i.e., "punch list items"). Tenant hereby grants Landlord permission to assist Tenant with regard to the processing of Tenant's applications for the Tenant's Building Permit and all other permits or approvals, except the Regulatory Approval, which shall be the sole responsibility of Tenant.   6                 6.    Use of Property.              6.1.  Landlord covenants as follows:           (a)   public water (excluding Tenant's water meter), electric power, and sewer service exist or will be stubbed by Landlord to a central point located along Hoagie Drive, contiguous to the Property;          (b)   appropriate storm water management serves or will serve the Property and adequately sized storm drain pipe will be provided to the lease line of the Property to satisfy Tenant's storm water management and drainage requirements;          (c)   the Property is zoned as B-3 and a branch bank with drive-in facilities is a permitted use in this zoning classification;          (d)   Landlord has not acquired or received any information that would raise reasonable doubt about the right of Tenant to use the Property for a branch bank including a drive-in facility; and          (e)   Landlord has not and will not take any action to request a change in the zoning of the Property that would preclude the use of the Property for a branch bank including a drive-in facility.           6.2.  Tenant may initially use the Property for the Permitted Use.          6.3.  Tenant shall promptly comply with all laws, rules, regulations, requirements, notices of governmental bodies and public authorities and the reasonable recommendations of the local board of fire underwriters rating bureau or other fire insurance rating organization for the Market Area and of the Landlord's insurers, pertaining to the Property, the improvements thereon or their use, occupancy or maintenance. Landlord shall promptly comply with all laws, rules, regulations, requirements, notices of governmental bodies and public authorities and the reasonable recommendation of the local board of fire underwriters rating bureau, or other fire insurance rating organization for the Market Area pertaining to the Common Elements.          6.4.  Tenant will comply with all provisions of the Americans With Disabilities Act (the "ADA") with respect to the Property, and Landlord shall comply with all provisions of the ADA, if any, with respect to the Common Elements.           7.    Limitation on Multiple Banking Uses.              7.1.  Except as otherwise specifically set forth in this Lease, from and after the date of this Lease and for so long thereafter as Tenant is not in default beyond any applicable cure period hereunder, Landlord shall not lease or sell space in the Commercial Center to another commercial bank, savings bank, savings and loan association, credit union, residential mortgage operation, or regulatorily approved related financial service (the "Use Restriction"); provided, however, that if Tenant ceases to use the entire Property, excluding any expressly permitted license or sublease of a portion thereof, for a period in excess of six (6) consecutive months (not including time used for repairing a casualty) for commercial banking, residential mortgage lending and regulatorily approved related financial services permissible for banks and bank-affiliated companies, the Use Restriction shall terminate. The Use Restriction shall not include automated teller machines installed in the interior of other buildings of the Commercial Center by other owners or tenants of such buildings.          7.2.  Landlord and Tenant agree that in the event Landlord violates the foregoing Use Restriction, Tenant's remedies shall include injunctive relief and/or actual damages and any other remedy available to it at law or in equity. The foregoing notwithstanding, in no event shall Tenant be entitled to consequential or punitive damages.   7                 8.    Rent.              8.1.  Commencing on the Rent Commencement Date and continuing throughout the Initial Term, Tenant shall pay Annual Rent in equal monthly installments, in advance, on the first day of each calendar month. If the Rent Commencement Date falls on a day other than the first day of a calendar month, then the Annual Rent for any fractional month during the Term shall be apportioned on a daily basis based upon a thirty (30) day month.          8.2.  Whenever under the terms of this Lease any sum of money is required to be paid by Tenant in addition to the Annual Rent herein reserved, said sum shall be deemed to be additional rent ("Additional Rent") and collectible as rent whether or not so designated. All Annual Rent and Additional Rent shall be paid without prior demand, except as provided otherwise by the terms of this Lease, and without any setoff, abatement or deduction of any nature whatsoever. Any payment by Tenant of a lesser amount of Annual Rent or Additional Rent than is then due shall be applied to such category of arrearage as Landlord may designate irrespective of any contrary designation by Tenant and to the oldest, most recent or other portion of the sum due as the Landlord may determine; and Landlord's acceptance of any such partial payment shall not be deemed an accord and satisfaction, and shall be without prejudice to Landlord's right to pursue any other remedies.          8.3.  All rent under this Lease shall be paid to Landlord at Landlord's Payment Address.           9.    Common Elements Operating Costs.              9.1.  Tenant shall pay to Landlord Tenant's proportionate share of the actual Common Elements Operating Costs during the Term in accordance with this Section 9.          9.2.  The term "Common Elements Operating Costs" means any and all actual out-of-pocket expenses incurred by Landlord in operating the Common Elements including without limitation, (i) payment for personal property taxes and property insurance for the Common Elements, (ii) the costs of lighting, painting, maintaining, repairing and replacing the common pylon signs and (iii) the costs incurred by Landlord, if any, for maintenance of the storm water management system and common lines thereto.          9.3.  The Tenant's proportionate share of the actual Common Elements Operating Costs shall be the percentage that the square footage of the Property bears to the total square footage of the Commercial Center, which will be calculated when Landlord's Engineer determines the actual square footage of the Property in accordance with the granting clause on page 1 of this Lease and memorialized in the Amendment. Within one hundred and twenty (120) days after the end of each calendar year, Landlord shall furnish Tenant with a statement (in reasonable detail) of the actual Common Elements Operating Costs incurred by Landlord or its assignees during such prior calendar year prepared in accordance with sound accounting practices. Tenant shall pay its proportionate share of the actual Common Elements Operating Costs within thirty (30) days after receipt of such statement.          9.4.  On fifteen (15) days written notice and during normal business hours at Landlord's place of business, Tenant shall have the right to audit, at Tenant's cost, the Landlord's books and records for the immediately preceding calendar year to verify the actual Common Elements Operating Costs. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice and at Landlord's sole expense. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment(s) of Annual Rent, Additional Rent or other payments next coming due to   8        Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord within thirty (30) days after Tenant's receipt of Landlord's demand therefor. In the event any such audit shall reveal an overcharge to Tenant in excess of ten percent (10%), in the aggregate, of the actual amount that should have been charged to Tenant for the subject year, Landlord shall reimburse Tenant for the reasonable cost of such audit and the overcharge within thirty (30) days after demand.           10.    Taxes and Assessments.              10.1. During the Term, Tenant shall bear, pay and discharge all real estate taxes, special and benefit assessments, minor privilege charges, metropolitan district charges and other public charges levied or imposed by any governmental agency upon or with respect to ownership, use or occupancy of the Property (including, without limitation, the land and Tenant Improvements on the Property).          10.2. If at any time during the Term of this Lease under the laws of the United States, State of Maryland, or any political subdivision thereof in which the Property are situated, a tax or excise on rent or any other tax, however described, is levied or assessed by any such political body against Landlord on account of rentals payable to Landlord hereunder, such tax or excise shall be considered for the purpose of this Lease a real property tax. In addition, in the event that real estate taxes are withdrawn, in whole or in part, and any substitute tax is made therefore, such tax shall in any event for the purpose of this Lease be considered a real estate tax, regardless of the source from which it is collected.          10.3. In the event the taxing authorities include in such taxes the value of any machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, Tenant agrees to pay before delinquency, the entire amount of the taxes attributable to such items in addition to, but not in duplication of, the taxes referred to above.          10.4. All sums payable by Tenant under this Section 10 shall be paid at least thirty (30) days prior to accrual of interest or penalty for nonpayment and Tenant shall furnish Landlord with evidence of payment in the form of official tax receipts promptly after payment. In any case in which Tenant contests in good faith any such imposition Tenant may defer payment to the extent that it is necessary and legally possible to defer the same in order to make such contest and diligently pursue the same, but in such event it shall be a condition of Tenant's privilege to defer any payment, that Tenant shall, if so requested by Landlord, furnish Landlord, with a bond, reasonably satisfactory to Landlord as to surety, in an amount and upon such conditions as shall reasonably be necessary to protect the interest of Landlord against any loss or impairment resulting from such delay.          10.5. The parties shall take such reasonable action as may be necessary or appropriate in order that proposed assessment notices and separate tax bills for the Property are sent by taxing authorities directly to Tenant, including, if necessary, a designation of Tenant's address as address of record for the owner for tax assessment and billing purposes. Tenant shall promptly furnish to Landlord copies of all such proposed assessment notices and separate tax bills that Tenant receives from the taxing authorities. Tenant shall have the right to contest the validity and/or seek a reduction of said assessment at Tenant's sole cost and expense. Tenant shall indemnify Landlord, for the amount of any interest, penalty and additional cost (including reasonable attorney's fees) payable by Landlord as a result of Tenant's contest of the validity of or attempt to reduce such assessment. Tenant shall have the right to institute such proceedings in the name of the Landlord as Tenant may deem necessary to contest the validity or seek a reduction of said assessment; provided that, if it is necessary to institute said proceedings in the name of the Landlord, the Landlord shall be given as much prior written notice of said proceedings as reasonably practicable.   9        Landlord will, at Tenant's sole cost and expense, execute and deliver to Tenant such documents and/or information as Tenant may reasonably require in connection with Tenant's contest of the validity of or attempt to reduce said assessment. Any refunding resulting from a contest by Tenant (as well as any refund resulting from proceeding instituted by Landlord), shall be applied and paid first to reimburse Tenant or Landlord for the costs and expenses of the proceeding, including reasonable attorney's fees. If the Property is separately assessed, the remainder of the refund shall belong to Tenant.          10.6. Nothing contained in this Lease shall be deemed to include within the definition of the term "real estate taxes" any tax such as inheritance, estate, succession, gift and/or federal or state income taxes that are or may be imposed upon Landlord.           11.    Utilities.              11.1. Beginning on the date that Tenant enters the Property for construction of Tenant Improvements, Tenant shall pay, when due, all hook-up and consumption charges for all utility services furnished to the Property, including, but without limitation, heat, air conditioning, gas, electricity and telephone, which services shall all be separately metered to Tenant (at its cost). Tenant shall, at its cost, install and use the utilities serving the Property in accordance with the rules and regulations of the public or private utility company or the governmental agency supplying the same. Tenant shall not be compelled to hook-up and use any utility merely because it is available, provided Tenant identifies in its Plans which utilities Tenant desires to serve the Property.          11.2. Landlord shall not be liable to Tenant for damages because of interruptions in storm water management or any other utilities unless such interruption is due to the negligent or willful act of Landlord, its employees, agents, contractors, or subcontractors, and Tenant shall not be entitled to claim a constructive eviction due to such interruption; but Landlord shall proceed with reasonable diligence to restore or cause to be restored such service to the extent that it is within Landlord's control to do so.           12.    Maintenance.    At Tenant's sole cost, Tenant shall keep and maintain the entire Property in good condition and repair. All garbage and trash shall be stored in trash enclosures on the Property until removed. Tenant shall, at its expense, regularly remove Tenant's garbage and trash. Notwithstanding anything contained in this Lease to the contrary, if Tenant refuses or neglects to repair all or any portion of the Property and Tenant Improvements as required hereunder and to the reasonable satisfaction of Landlord within thirty (30) days following Landlord's written notice, Landlord may make such repairs without liability to Landlord for any loss or damage that may accrue to Tenant's merchandise, fixtures or other property, or to Tenant's business by reason thereof, and upon completion thereof, Tenant shall pay Landlord's reasonable costs for making such repairs plus twenty percent (20%) for overhead upon presentation of a bill therefore, as Additional Rent. Landlord shall not be required to make any repairs or improvements of any kind to any portion of the Property.          13.    Alterations.    After the Tenant Improvements have been completed in accordance with the Plans, Tenant shall not thereafter make any alterations, additions, or improvements affecting structural or support elements of or in the Building or affecting any utility systems serving the Property or other parts of the Property without Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. Any alterations, additions, or improvements by Tenant that are permitted hereunder or thereafter approved by Landlord shall be installed at Tenant's sole cost and will be performed in compliance with all applicable laws, rules and regulations and the Declaration and, except as otherwise expressly set forth herein, at the end of the Term or sooner expiration of this Lease, become the property of Landlord and remain upon the Property.  10                 14.    Trade Fixtures.    All furniture, counters, business machinery, banking equipment (regardless of the manner of installation), vaults, if any, and interior removable partitions placed upon the Property during the Term, shall be considered as chattels (for subsequent removal purposes) and shall not become part or parcel of the real property, thereby permitting the same to be removable by the Tenant at the termination of this Lease. Any damage caused by any such removals shall be repaired by Tenant. Upon any termination or expiration of this Lease, all Tenant Improvements attached to the Property other than the above (which shall be the property of the Tenant) shall become the property of Landlord.          15.    Signs.    Subject to the Declaration and all applicable governmental approvals, Tenant shall be entitled to install and maintain on the Property, at its cost and expense, permanent professionally prepared signs containing Tenant's trade name or logo so long as such signs are attached to the building now or hereafter constructed on the Property. The foregoing notwithstanding, Tenant's sign plans for the Property are attached hereto as Exhibit D. Tenant may, if permissible under applicable governmental sign regulations, install directional signs on the Property and a corporate-standard environmental surround for each of Tenant's automatic teller machines ("ATM"). Tenant shall further have the right to Tenant's proportionate share of the signage area of the Common Elements pylon sign within the Commercial Center, subject to any governmental requirements and approvals for purposes of the pylon sign area. Tenant's proportionate share shall be a fraction, the numerator of which is the square footage of the Property and the denominator of which is the square footage of the Commercial Center. Each tenant within the Commercial Center, including Tenant, shall maintain its own sign box on such pylon sign, and Landlord shall maintain the remainder of the pylon sign as part of the Common Elements.          16.    Landlord's Access.    Landlord and its duly authorized representatives may enter the Property upon reasonable advance notice to Tenant (unless an emergency exists) and subject to Tenant's security requirements, to inspect the Property, to rectify defaults of Tenant pursuant to the rights granted to Landlord under Section 28 (but only after Tenant has failed to commence and diligently pursue a cure of the default within any applicable cure period granted elsewhere in this Lease), and to repair any Common Elements serving other parts of the Property; provided, however, that any such entry by Landlord and its representatives shall be done in such a manner so as to not unreasonably interfere with the conduct of Tenant's business operations on the Property or compromise security of the Property. During the six (6) months prior to the expiration of the Term, Landlord may exhibit the Property and Tenant Improvements to prospective tenants or purchasers, and place upon the same the usual notices "To Let" or "For Sale" which notices Tenant shall permit to remain thereon without molestation. Landlord shall promptly restore any disturbance to the Property caused by any work performed by Landlord on the Property. Landlord may bring upon the Property all things reasonably necessary to perform any work done in the Property pursuant to this Section 16. Nothing herein contained shall be deemed or construed to impose upon Landlord any obligation or responsibility whatsoever for the care, maintenance or repair of the Property, except as otherwise specifically provided in this Lease.          17.    Rules and Regulations.    Tenant further warrants, represents, covenants, and agrees to:           17.1.   Keep the Property in a neat and clean condition;          17.2.   Pay before delinquency any and all taxes, assessments and public charges levied, assessed, or imposed upon the Property, Tenant's business or upon Tenant's fixtures, furnishings or equipment in the Property and pay when and as due all license fees, permit fees and charges of a similar nature for the conduct by Tenant or any permitted subtenant of any business or undertaking authorized hereunder to be conducted in the Property;          17.3.   Not permit the accumulation (unless in concealed metal containers) or burning of any of Tenant's rubbish or garbage in, on or about any part of the Property;   11                17.4.   Observe all other reasonable rules and regulations established by Landlord for all tenants in the Property from time to time;  provided that (i) Tenant shall be given at least five (5) days' notice thereof, (ii) such rules and regulations shall be uniformly applicable to all tenants in the Commercial Center, and (iii) Landlord shall use reasonable efforts to enforce the rules and regulations in respect of all tenants of the Commercial Center;          17.5.   Comply with and observe all existing and future covenants of record that affect or are applicable to the or Property and/or the Common Elements, including, without limitation, the covenants, conditions and restrictions contained in the Declaration;          17.6.   Not use the parking areas, sidewalks adjacent to or any other space outside the Building for display, sale, storage or any other similar undertaking;  provided that such limitation shall not affect the use of the drive-in area, the night depository, and the ATM's for their intended purposes;          17.7.   Not use any advertising medium or sound devices inside the Building that may be heard outside the Property, or permit any objectionable odors to emanate from such improvements; provided that such limitation shall not affect the use of the drive-in area, the night depository, and the ATM's for their intended purposes;          17.8.   Not use the plumbing facilities in the Property for any purpose other than that for which they were constructed, or dispose of any foreign substances therein, whether through the utilization of "garbage disposal" units or otherwise;          17.9.   Not use for any purpose all or any portion of the roof or exterior walls of the Property other than for Tenant's signs as provided in this Lease and communications equipment, including antennae or satellite dishes; and          17.10.   Not place any paper or cardboard or other temporary signs on the exterior of the improvements unless any such temporary signs are professionally done and neat in appearance.           18.    Indemnification.              18.1.   Tenant shall defend, indemnify and save Landlord harmless from and against any and all claims, actions, demands, damages, liability and expenses (including reasonable attorney's fees) for injury to the property of others and injury or death of persons which occurs on any portion of the Property or is caused by or arises (i) out of or in connection with Tenant's use or occupancy of the Property or any negligent act or omission of Tenant, its agents, employees, servants or contractors, or (ii) out of breach by Tenant of any term, covenant or condition of this Lease to be performed or observed by Tenant. Tenant shall not be liable, however, for any claims, actions, demands, damages, liability and expenses (including reasonable counsel fees) described in the preceding sentence that result from the negligence of Landlord, its agents, employees, servants, or contractors.          18.2.   Landlord shall defend, indemnify and save Tenant harmless from and against any and all claims, actions, demands, damages, liability and expenses (including reasonable attorney's fees) for injury to the property of others and injury or death of persons which is caused by or arises (i) out of or in connection with the operation or maintenance by Landlord of the Common Elements, or by any negligent act or omission of Landlord, its agents, employees, servants or contractors, or (ii) out of breach by Landlord of any term, covenant or condition of this Lease to be performed or observed by Landlord. Landlord shall not be liable, however, for any claims, actions, demands, damages, liability and expenses (including reasonable counsel fees) described in the preceding sentence that result from the negligence of Tenant, its agents, employees, servants, or contractors.   12                 19.    Insurance and Casualty.              19.1.    Property Insurance.    During the Term, Tenant shall, at its expense, keep in force insurance on the Tenant Improvements, whether now or hereafter constructed, for their full insurable value (written on a 100% replacement cost basis), and covering against all risks. Such policy shall include Builder's Risk coverage in an amount equal to the total cost of construction with respect to the construction contemplated by Tenant's Plans. Such policy shall name Landlord as an additional insured as its interests may appear.          19.2.    Restoration After Casualty Loss.              (a)   In the event of casualty damage to the Tenant Improvements (excluding any common area on the Property), Tenant shall proceed diligently to restore or cause to be restored the damaged Tenant Improvements without any abatement in Annual Rent. Such restoration shall be at Tenant's sole cost and shall not be limited to the amount of insurance proceeds recovered by Tenant. Tenant shall be entitled to all insurance proceeds for restoration of the Tenant Improvements; provided that Tenant shall diligently repair, restore and reconstruct the Tenant Improvements to substantially the same condition existing prior to such casualty. If Tenant does not commence the restoration of the Tenant Improvements as herein required within one hundred twenty (120) days after the date of casualty, and otherwise diligently pursue the completion of said restoration, then, in addition to any other rights or remedies available to Landlord, Landlord shall be entitled to receive all insurance proceeds and, at Landlord's option, exercisable after thirty (30) days' written notice to Tenant, either (a) restore the Tenant Improvements to the extent of insurance proceeds received, or (b) raze and demolish any remaining Tenant Improvements and pave the Property. Notwithstanding anything to the contrary set forth in this Lease, if the Tenant Improvements shall be substantially damaged or destroyed by casualty during the final year of the Initial Term or during the final year of any Extension Term (unless Tenant has exercised or exercises an Extension Term), then this Lease shall terminate as of the date of such damage or destruction and all insurance proceeds shall be paid solely to Landlord. Nothing in this Paragraph 19.2(a) shall be construed as limiting Tenant's rights to exercise Extension Terms.          (b)   In the event of damage or destruction by fire or other casualty to the Common Elements, Landlord shall proceed diligently to restore or cause to be restored the Common Elements.           19.3.    Liability Insurance of Tenant.    Commencing on the date Tenant enters the Land for construction of the Tenant Improvements and throughout the Term, Tenant shall, at its expense, keep in force commercial general liability insurance, automobile liability insurance, boiler liability insurance and sprinkler damage liability insurance, covering bodily injury and property damage occurring on the Property, including contractual liability coverage for Tenant's indemnity obligations under this Lease with a limit of not less than Two Million Dollars ($2,000,000.00) for bodily injury and death and for property damage and with not less than Five Million Dollars  ($5,000,000.00) in the aggregate; which policy shall be written on an occurrence basis. During any period of construction, the liability policy shall include an endorsement covering construction operations. The minimum coverage limits set forth above shall, in Landlord's reasonable discretion, be increased on every fifth anniversary of the Rent Commencement Date to a minimum coverage limit that is then commercially reasonable for Tenant's type of business.          19.4.    Liability Insurance of Landlord.    During the Term, Landlord shall, at its expense, keep in force commercial general public liability insurance, automobile liability insurance, covering bodily injury and property damage occurring in the Common Elements, including contractual liability coverage for Landlord's indemnity obligations under this Lease with a combined single limit of not less than Two Million Dollars ($2,000,000.00) for bodily injury and death and for   13       property damage and with not less than Five Million Dollars ($5,000,000.00) in the aggregate; which policy shall be written on an occurrence basis. During any period of construction, the liability policy shall include an endorsement covering construction operations. The minimum limitation set forth above shall be increased to a minimum limitation that is then commercially reasonable whenever Landlord exercises its option under Section 19.3 above to require an increase in the minimum limitation of Tenant's liability insurance.          19.5.    General Requirements.    All liability insurance required to be maintained by Tenant shall name Tenant as named insured and shall include Landlord as additional insured. All liability insurance required to be maintained by Landlord shall name Landlord as named insured and shall include Tenant as additional insured. All insurance required to be maintained by either Landlord or Tenant shall contain a provision that the insurer shall not cancel or reduce the coverage of any such policy without endeavoring to send thirty (30) days' prior written notice to Landlord in case of Tenant's insurance or to Tenant in the case of Landlord's insurance. If Tenant fails to keep the required insurance in force after ten (10) days' notice from Landlord, Landlord may do so and shall be entitled to collect the premiums therefor from Tenant as Additional Rent on demand. All insurance policies shall be written with insurance companies licensed to do business in the state where the Property is located having a Best Manual rating of A- or better as to general policy holders rating and of VII or better as to financial rating (or equivalent ratings as such ratings may be revised from time to time). The insurance required to be maintained under this Lease may be may be carried under a policy commonly known as a "blanket policy." Within three (3) Business Days after the Landlord's Delivery Date and prior to any entry upon the Property by Tenant, its agents or contractors, Tenant shall furnish to Landlord copies and/or certificates of the insurance policies requires to be carried by it under this Section 19.          19.6.    Workers' Compensation Insurance.    Tenant and any contractors employed or engaged by Tenant shall obtain, keep in force and pay for workers' compensation insurance as required by law.          19.7.    Waiver of Claims.    Landlord and Tenant each release the other from any loss or damage to the property of each or property in which each may have an interest if the loss is caused by a peril of the type or arising from any cause that the claiming party was obligated to insure against under this Lease. Each party to this Lease shall maintain insurance that contains provisions or endorsements that allow the mutual waivers contained in this subsection.           20.    Eminent Domain.              20.1.   If the Property is condemned in whole or in part, such that the remainder of the Property would be inadequate or unsatisfactory for the Permitted Use as reasonably determined by Tenant (which determination shall be made upon written notice to Landlord within thirty (30) days after the condemning authority's first notice of the intended taking, under the power of eminent domain, this Lease shall terminate on the date title and possession vests in the condemning authority. If Tenant fails to timely notify Landlord hereunder, the right of termination will be deemed waived. As used herein, the terms "condemned" and "condemnation" include the sale by Landlord to a condemning authority under threat of condemnation. Landlord shall have the power and authority to convey the entire Landlord's interest in all or any part of the Property to the condemning authority without Tenant's joinder, any such conveyance by Landlord alone shall be deemed free and clear of any leasehold or other interest by Tenant therein, any condemning authority shall be entitled to rely upon the provisions of this sentence in accepting a deed from Landlord alone. As used herein the term "condemnation award" includes the proceeds of any sale by Landlord to a condemning authority under the threat of condemnation.          20.2.   If any condemning authority notifies Landlord of a proposed condemnation of more than twenty-five percent (25%) of the Property not covered by a building, or more than fifteen percent (15%) of the area of the Building or which includes all or a substantial portion of Tenant's   14        drive-in lanes, Landlord shall give Tenant written notice of the proposed condemnation together with whatever plats and data are furnished to Landlord by the condemnor concerning the extent of the proposed condemnation of the Property. Tenant shall have up to thirty (30) days after the date of such notice in which to elect to cancel this Lease, which shall be effective upon the date title and possession vests in the condemning authority. If Tenant gives written notice of such election within such thirty (30) days, and if the proposed condemnation is consummated, then this Lease shall terminate entirely on the same date that this Lease terminates as to the condemned portion of the Property under Section 20.1 above. If Tenant does not make a timely election to cancel this Lease, and the condemnation is consummated, then Tenant shall restore the remaining Tenant Improvements to a complete architectural unit and in such event the Annual Rent hereunder shall thereafter be reduced by an amount that bears in the same proportion to the Annual Rent payable prior to such condemnation as the area of the Property taken bears to the total area of the Property prior to such condemnation.          20.3.   If any portion of the Property where the common pylon signs are located is condemned under the power of eminent domain, Landlord shall use commercially reasonable efforts to relocate the pylon sign(s) to a reasonably suitable alternate location within the Commercial Center.          20.4.   Notwithstanding anything contained herein to the contrary, in the event of the condemnation of all or any part of the Property, Tenant shall not be entitled to share in any part of the condemnation award, including consequential damages, for the taking, either for its leasehold estate or for its rights to use any of the Common Elements, whether or not this Lease is terminated under the provisions of this Section 20 by reason of such condemnation. Tenant shall, however, be entitled to a portion of the award, if any, attributable to Tenant Improvements and to any separate award obtained by Tenant from the condemning authority for moving expenses, loss of trade fixtures, and loss of business; provided, however, that any condemnation award attributable to Tenant Improvements shall be amortized on a straight line basis over a thirty (30) year period, with Landlord receiving the portion amortized and Tenant receiving the balance.          20.5.   For purposes of this Section 20, Landlord shall give Tenant prompt written notice of any intended taking of all or any portion of the Property by the condemning authority. Tenant shall have thirty (30) days from the receipt of this notice to notify Landlord of its decision to terminate the Lease.           21.    Assignment and Subletting.              21.1.   Except as provided in Section 21.2 below, Tenant shall not assign this Lease or sublease all or any part of the Property, nor permit other persons to occupy or conduct business in said Property or any part thereof, nor grant any license, concession, management contract or franchise for all or any part of the Property without Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed provided that all of the following conditions are first satisfied:           (a)   Tenant shall not then be in default beyond any applicable notice and cure period of any of the terms, conditions or obligations to be performed by Tenant hereunder and shall continue to remain liable for the full and timely performance of all of the terms and conditions hereunder as and when due.    15                       (b)   The proposed assignee or sublessee shall (i) submit current (within six (6) months of the proposed assignment or subletting) financial statements certified as accurate by its chief financial officer, reasonably acceptable to the Landlord, and such tax returns or other financial information as Landlord may reasonably require, establishing that the proposed assignee or sublessee has net worth and working capital in amounts required by Landlord in its sole discretion; and (ii) execute such additional documentation, including, without limitation, a guaranty or other form of security as may be required by Landlord in its discretion.          (c)   The entity, organization or individual(s) to which the Property is proposed to be assigned or sublet establishes to the Landlord's reasonable satisfaction, based on the criteria that the Landlord customarily applies to prospective assignees and/or sublessees, that they have experience, reputation, creditworthiness and business knowledge sufficient to operate the Property consistent with what this Agreement requires. Notwithstanding the foregoing, if the proposed assignee or sublessee is a financial institution subject to the oversight of the FDIC (or its successor regulator), satisfaction of the preceding paragraph (b) shall be deemed satisfied along with this paragraph (c).          (d)   In the event of a subletting, the proposed sublessee shall acknowledge in writing reasonably satisfactory to Landlord that the proposed sublease between Tenant and the sublessee shall be in all respects subject and subordinate to this Lease and that in the event the Landlord terminates this Lease, dispossesses the Tenant or reenters the Property and/or Tenant Improvements in accordance with the provisions of this Lease, Landlord shall have the option to concurrently terminate the rights of the sublessee, in which event the sublessee shall promptly and peaceably vacate the Property and building, or the Landlord may elect to accept the sublessee, in which event the sublessee shall immediately attorn entirely to the Landlord, except that the Landlord shall not be liable for any previous act or omission of the Tenant as against or bound by any prior modification of the sublease that Landlord has not expressly consented to in writing, or by any prepayment of more than one month's rent by the sublessee.          (e)   The use of the Property and Tenant Improvements by the assignee or sublessee shall be Permitted Use.          (f)    The Tenant shall pay Landlord, immediately upon receipt thereof, all economic benefit received by the Tenant as a result of the assignment or sublease, including without limitation the difference between (a) the rent payable hereunder with respect to the portion of the Property and Tenant Improvements covered by any such transfer; and (b) the rent received by the Tenant from the assignee or sublessee, as and when each payment of rent is paid. In accordance with this Section 21, the Tenant shall provide Landlord with all agreements, duly executed, relating to the proposed assignment and assumption agreement, or sublease agreement.           21.2.   Except as otherwise permitted by this Lease, any assignment by operation of law, attachment or assignment for the benefit of creditors, shall, at Landlord's option, be inoperative. If Tenant is a corporation, any transfer of any of the Tenant's issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock of Tenant is held by a corporation, firm or person or persons who do not hold a majority of the issued and outstanding capital stock of Tenant on the date hereof, shall be deemed a prohibited assignment under this Section 21. If Tenant is a partnership, any transfer of any interest in the partnership or any other change in the composition of partnership which results in a change in the management of Tenant from the person or persons managing the partnership on the date hereof, shall be deemed a prohibited   16       assignment under this Section 21. If Landlord at anytime consents in writing to any assignment or sublease as defined in and prohibited by this Section 21, in addition to any other consideration that may pass between the parties in connection therewith, Tenant and any such assignee or sublessee shall be deemed to have covenanted not to make any further assignment or sublease contrary to the provisions of this Section 21, and such covenants shall be deemed to have made as of the date of such consent and shall take effect prospectively from the date thereof.          21.3.   Notwithstanding anything contained in Section 21.1 or Section 21.2 to the contrary, Tenant may, at any time, without the consent of Landlord (but subject to subsections (a) and (b) below) assign or otherwise transfer this Lease or any portion thereof to a parent, subsidiary or affiliate corporation or entity; or any corporation or entity resulting from the consolidation or merger of Tenant into or with any other entity; or to any person, firm or corporation acquiring a majority of Tenant's issued and outstanding capital stock or a substantial part of Tenant's physical assets; provided, however, that in the event of such assignment or transfer, as a condition precedent to such assignment or transfer (a) Tenant shall not then be in default of any of its obligations hereunder beyond any applicable notice and cure period; and (b) the assignee shall (i) assume in writing the performance and observance of all the terms and conditions of this Lease; (ii) continue to operate the Property for the Permitted Use (or such other use as may be approved by Landlord in its sole and absolute discretion) and (iii) the assignment or proposed transfer shall have received all necessary governmental and regulatory approvals; and provided further, however, that Tenant shall continue to remain liable for the full and timely performance of all of the terms and conditions under this Lease as and when due, except in the event of a merger or consolidation in which Tenant is not the surviving entity.           22.    Mechanics' Liens and Other Liens.              22.1.   If any mechanics' or other lien is filed against all or any part of the Property by reason of any labor, material or service furnished or alleged to have been furnished to Tenant in connection with construction, alteration or repair of improvements on the Property made by Tenant, Tenant shall cause such lien to be released of record by payment, bond or otherwise as allowed by law, at Tenant's expense, within ten (10) business days after the filing and service thereof; and Tenant shall, at its expense, defend any proceeding for the enforcement of such lien, discharge any judgment thereon and save Landlord and any mortgagee harmless from all losses and expenses resulting therefrom including reasonable counsel fees and other expenses incurred by Landlord and any mortgagee, if any of them elect to defend or participate in the defense of such proceedings. Nothing in this Section 22 or elsewhere in this Lease shall be construed as a consent by Landlord that a mechanics' lien for any work authorized or contracted for by Tenant or required by this Lease may attach to or constitute a lien against Landlord's estate.          22.2.   Tenant shall not permit the Property to be subjected to any statutory lien or any other lien or encumbrance that might obtain priority over Landlord's interest in the Property or be in parity therewith by reason of any act or omission on the part of Tenant or any of its approved licensees or subtenants or their respective agents, servants, employees or contractors other than real estate taxes for which no interest or penalty has yet been incurred; and in the event that any such lien attaches to the Property, Tenant shall discharge such lien promptly by payment, bond or otherwise as allowed by law, at its own expense, within ten (10) business days after the filing (and service or notice) thereof.           23.    Quiet Enjoyment.    So long as no default exists beyond any applicable cure period, Tenant shall have the peaceful and quiet use of the Property, subject to the terms, covenants and conditions of this Lease, without interference with possession by Landlord or any one claiming by, through or under Landlord.  17              24.    Subordination; Landlord's Right to Mortgage; Attornment.              24.1.    Subordination; Landlord's Right to Mortgage.    Tenant agrees to subordinate this Lease to the lien of any first mortgage or blanket mortgage on the Property and/or Commercial Center, as the case may be. The parties further agree to promptly execute a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") in substantially the same form as shown on the attached Exhibit E. Landlord shall have the absolute right and/or power to mortgage or otherwise create any security interest or other lien or encumbrance upon or affecting the Property, Tenant's leasehold interest therein, or any improvements on the Property or any part thereof at any time and from time to time, and Landlord shall further have the right and/or power to modify, extend, renew, replace, refinance or otherwise change or effect any such mortgage, security interest, lien or encumbrance created by Landlord pursuant to this Lease.          24.2.    Non-Disturbance; Attornment.    When requested by Landlord, Tenant shall promptly execute the SNDA with any mortgagee or prospective mortgagee, or purchaser or prospective purchaser, of Landlord's estate in the Property, or any improvements thereon or any part thereof at any time and from time to time.           25.    Estoppel Certificates.    When requested in writing by either party to this Lease (the  "Requesting Party"), the other party (the "Responding Party") shall acknowledge in writing to the Requesting Party, a mortgagee or prospective mortgagee, a purchaser or prospective purchaser, of the Requesting Party's estate, that this Lease is unmodified, in full force and effect, free of defaults of the Requesting Party and free of defenses against enforceability (or setting forth any modifications, defaults, disclaimers of the Lease or defenses against enforceability); that the Responding Party has no outstanding claims against the Requesting Party (or setting forth the nature and amount of claims, if any); stating the date to which rent has been paid and the amount of any advance rental paid; stating the Rent Commencement Date and expiration date of this Lease; and the status of any other obligation of the Requesting Party under or with respect to this Lease; it being intended that any such statement may be relied upon by the Requesting Party, any mortgagee or prospective mortgagee, or any purchaser or prospective purchaser, of the Requesting Party's estate.          26.    Acts of Other Tenants.    Landlord shall not be liable for damage to all or any portion of the Property including, without limitation, the Tenant Improvements, due to the negligent or intentional acts or omissions of any other tenant, subtenant or owner within the Commercial Center or to any condition existing on or emanating from the Commercial Center of any other tenant or owner that is caused by such tenant or owner or their respective agents or contractors, nor shall Tenant be entitled to an abatement of rent to claim an actual or constructive eviction, whole or partial, permanent or temporary, by reason of any such condition on or emanating from such other tenant's or owner's property.          27.    Environmental Matters.              27.1.   During the Term of this Lease, Tenant shall: (1) keep the Property (including the surface water, ground water, and improvements to the Property) free of any contamination by Hazardous Materials resulting from any act or omission of Tenant; and (2) comply with all Environmental Laws in its use and occupancy of the Property;  provided, however, that Tenant shall be permitted to maintain and use on the Property Hazardous Materials that are customarily maintained and used by businesses similar to Tenant as long as such Hazardous Materials are maintained in appropriate quantities and properly stored, used, disposed of and otherwise in accordance with all applicable laws.          27.2.   Tenant expressly acknowledges and agrees that it will reimburse, defend, indemnify and hold harmless Landlord, its successors, assigns and other parties claiming any interest in the Property, by, through or under Landlord, from and against any and all liabilities, claims, damages,   18        penalties, expenditures, losses or charges (including, but not limited to, all costs of investigation, monitoring, legal fees, remedial response, removal, restoration or permit acquisition, diminution in value) which may, now or in the future, be undertaken, suffered, paid, awarded, assessed, or otherwise incurred as the result of:           (a)   any contamination by Hazardous Materials existing on, above or under the Property (including the Tenant Improvements), or any other property outside of the boundary lines of the Property that results from the acts or omissions of Tenant, its subtenants, agents, contractors, licensees or invitees (including, but not limited to, contaminated soil, buildings, facilities and/or ground water); and          (b)   any investigation, monitoring, clean up, removal, restoration, remedial response or remedial work with respect to Hazardous Materials for which Tenant would be liable under (a) above and undertaken by or on behalf of Landlord after Landlord has provided Tenant written notice of the need for such investigation, monitoring, clean up, removal, restoration, remedial response or remedial work and Tenant has failed to undertake the appropriate action within a reasonable time.           27.3.   Tenant and Landlord acknowledge and agree that the expiration or termination of this Lease shall not and does not relieve or release either party of any legal liability and responsibility (under common law, statute or regulation) either would otherwise have as tenant or landlord, respectively, of the Property and Tenant Improvements under this Section 27, whether by way of damages, penalties, remedial actions, or otherwise for any adverse effects or consequences resulting at any time from any contamination by Hazardous Materials of the soil, facilities, buildings and/or ground waters which existed on, above or under the Property, or any other property outside the boundary lines of the Property affected by Tenant's breach of its obligations under this Section 27 during the Term.           28.    Defaults and Remedies.              28.1.    Defaults.    If Tenant           (a)   defaults in the payment of Annual Rent and Additional Rent payable under this Lease, and such default continues for more than five (5) business days after receipt of written notice thereof; provided that Landlord shall not be obligated to provide written notice more than twice in any twelve (12) month period; or          (b)   defaults in the performance or observance of any term, covenant or condition to be performed by it hereunder that may be performed merely by the payment of money and such default is not rectified within ten (10) days after receipt of written notice thereof; or          (c)   shall allow any insurance policy required to be carried by it hereunder to lapse or to be cancelled and does not cause such insurance to be replaced within five (5) days after receipt of written notice of such lapse or cancellation from Landlord; or          (d)   defaults in the performance or observance of any other term, covenant or condition of this Lease on Tenant's part to be performed or observed and does not commence to rectify such default within thirty (30) days after written notice thereof or does not thereafter diligently complete the rectification thereof (provided, however, that such nonmonetary default shall be cured no later than one hundred twenty (120) days following Landlord's notice), then, in any of such foregoing events, Landlord may, at its option, and in addition to any and all remedies available to it at law or in equity (i) terminate this Lease and reenter the Property or (ii) reenter the Property without terminating this Lease, and, using due care, assume custody and control thereof for the purpose of protecting the Property and/or for reletting the Property as agent for Tenant and such agency shall be deemed as a power coupled with an    19         interest and shall be irrevocable. In either such event Landlord shall make a reasonable effort to relet the Property and shall be entitled to the benefit of all provisions of the public general laws of Maryland and the public local laws and ordinances of Harford County respecting the summary eviction of tenants in default or tenants holding over, or respecting proceedings in forcible entry and detainer. Notwithstanding termination and/or re-entry, Tenant shall remain liable for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) having accrued prior thereto and for any Annual Rent, Additional Rent, and damages (exclusive of consequential damages) which shall become due thereafter and shall pay Landlord for all reasonable costs and expenses, including but not limited to, attorneys' and brokers' fees, commissions and expenses, paid or incurred by Landlord in connection with: (1) obtaining possession of the Property; (2) removal and storage of Tenant's or other occupant's property; (3) care, maintenance and repair of the Property while vacant; (4) re-letting the whole or any part of the Property; and (5) repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the Property into condition acceptable to, and reasonably necessary to obtain new tenants.           28.2.    Other Remedies.    In addition to any and all remedies available to Landlord at law or in equity, if Tenant fails to maintain any insurance required to be maintained by Tenant under this Lease, or fails to furnish evidence of insurance renewals at the times in this Lease required, or allows such insurance to lapse or be cancelled, Landlord may obtain such insurance for Tenant five (5) days following notice from Landlord, and Tenant shall reimburse Landlord for the cost thereof promptly on demand. If Tenant defaults in the performance or observance of any term, covenant or condition, other than the covenant to pay rent, to be performed or observed by it under this Lease, and such default continues without cure or commencement of a reasonable effort to cure same for more than thirty (30) days after written notice thereof, Landlord may take action to rectify such default on Tenant's behalf. Landlord may rectify such default on Tenant's behalf immediately and without such notice if immediate action is reasonably believed to be required in order to avoid injury or damage to other persons or property (including Landlord's property). Subject to Tenant's security requirements, Landlord may enter the Property to rectify such defaults. All money advanced and costs and expenses incurred by Landlord in rectifying any default (including Landlord's reasonable attorney's fees) together with interest thereon at the "Prime Rate" announced from time to time by Carrollton Bank (or such other financial institution as selected by Landlord if Carrollton Bank does not publish or announce a prime rate) as its prime rate plus two percent (2%) per annum from the date advanced until the date paid by Tenant, shall be repaid by Tenant to Landlord on demand.          28.3.    Payment of Costs.    If Landlord files an action against Tenant to collect Annual Rent or Additional Rent payable under this Lease or any other sum, then Tenant shall pay all reasonable attorney's fees and out-of-pocket costs of collection incurred by Landlord in such action.          28.4.    Waiver of Lien.    Landlord expressly waives any right to a statutory landlord's lien. Notwithstanding anything contained in this Lease to the contrary, Landlord shall never have any property interest in or lien on or right of distraint against any cash, checks, notes, bonds, securities, passbook, records, or other property held by Tenant for its customers on the Property, whether for safekeeping or collateral, and whether in its vaults, safe deposit boxes, night depository, or safes.          28.5.    Landlord's Default.    In the event that Landlord defaults in any of Landlord's obligations under this Lease that affect Tenant's use and occupancy of the Property, and fails to cure such default within thirty (30) days after Tenant gives Landlord notice of the Landlord's default, then Tenant shall be entitled, but not obligated, to cure Landlord's default, in which event upon Tenant's demand Landlord shall pay Tenant the reasonable expenses incurred by Tenant in curing Landlord's default; provided, however, that except in the case of an emergency, Tenant shall not make any payment or cause the performance of any act to cure Landlord's default without   20        giving Landlord fifteen (15) days' notice of Tenant's intention to do so. Notwithstanding the foregoing, if Landlord's default is such that it cannot reasonably be cured within thirty (30) days, then, provided that Landlord shall commence to cure the default within thirty (30) days after Tenant gives Landlord notice of the default and thereafter diligently pursues curing of the same, Landlord shall be permitted such additional period of time as necessary to cure the default before Tenant exercises Tenant's remedies under this Section 28.5.           29.    Bankruptcy or Insolvency.    If any transfer of Tenant's interest in the Property created by this Lease shall be made under execution or similar legal process, or if a petition is filed by or against Tenant to adjudicate Tenant a bankrupt or insolvent under any federal or state law, or if a receiver or trustee shall be appointed for Tenant's business or property and such appointment is not vacated within thirty (30) days, or if a petition is filed by or against Tenant under any provision of federal or state law for a corporate reorganization of Tenant of an arrangement with its creditors, of if Tenant makes an assignment for the benefit of its creditors, or if in any other manner Tenant's interest under this Lease passes to another by operation of law, then, in any of said events, Tenant shall be deemed to have committed a material breach of this Lease, and Landlord may, at its option, terminate this Lease and re-enter the Property; but notwithstanding such termination, Tenant shall remain liable for all rent and damages, suffered or incurred by Landlord.          30.    Miscellaneous Provisions.              30.1.    Notices.    All notices from either party to the other under this Lease shall be sent by telegram or Certified Mail, Return Receipt Requested, or hand-delivered with a signed receipt. Whenever in this Lease reference is made to a notice to be given, such notice shall be deemed to have been given when mailed, wired or hand-delivered to the proper notice address of the party to be notified; provided that notices mailed within a time period set forth in the Lease for giving notice shall be deemed given within such time period, if mailed within such time period. Notices to Landlord shall be addressed to Landlord's Notice Address. Notices to Tenant shall be addressed to Tenant's Notice Address.          30.2.    Successors and Assigns.    This Lease and covenants, terms and conditions herein contained shall inure to the benefit of and be binding upon Landlord, its successors and assigns, and shall be binding upon and inure to the benefit of Tenant and its permitted successors and assigns. As used herein the term "Tenant" includes its permitted successors and assigns, and the term "Landlord" includes its successors and assigns.          30.3.    Effect of Termination.    Except as specifically provided elsewhere in this Lease, if this Lease is terminated for any reason other than default of Tenant, all liabilities of the parties shall be adjusted as of the effective date of termination. Any termination hereof by reason of a default of the Tenant shall not affect any obligation or liability of Tenant under this Lease.          30.4.    Severability.    If any term, covenant or condition 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, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforceable to the fullest extent permitted by law.          30.5.    Final Agreement.    This Lease contains the final and entire agreement between the parties hereto. Neither Landlord nor Tenant shall have any obligation not expressly set forth herein; and neither party shall be bound by any promises, conditions or representations prior to the date hereof which are not expressly set forth therein. Any modification or amendment to this Lease shall be in writing signed by all parties.   21                30.6.    Governing Law.    The parties agree that this Lease shall be construed in accordance with the Laws of the State of Maryland.          30.7.    Liability of Landlord.    If Landlord or any successor in interest to Landlord shall be an individual, joint venture, tenancy in common, firm or partnership, general or limited, there shall be no personal liability on such individual, or the members of such firm, partnership or joint venture with respect to any of the provisions of this Lease, any obligation arising therefrom or in connection therewith. In such event, Tenant shall look solely to the equity of the then owner of Landlord's interest in the Property for the satisfaction of any remedies of Tenant in the event of a breach by the Landlord of any of its obligations hereunder.          30.8.    Brokers.    Each party hereto hereby represents and warrants to the other that in connection with the leasing of the Property, the party so representing and warranting has not dealt with any real estate broker, agent or finder, except for Retail Properties LLC (the  "Broker"). Landlord hereby agrees that it shall pay a commission to the Broker according to a separate agreement. Each party shall indemnify and hold harmless the other party from and against any claims for brokers or other commissions arising by reason of a breach by such party of the foregoing warranty.          30.9.    No Joint Venture.    Nothing contained in this Lease shall be deemed to give Landlord any interest, control or discretion in the operation of Tenant's business on the Property and nothing contained in this Lease shall be construed to be or to create a partnership or joint venture between Landlord and Tenant.          30.10.    Recording.    All costs of recording this Lease, or a short form thereof, if it is recorded (including documentary stamps and transfer taxes), shall be borne by the party desiring recordation, notwithstanding any statute to the contrary.          30.11.    Force Majeure.    If Landlord or Tenant shall be delayed, hindered in or prevented from the performance of any act or obligation required under this Lease (other than Tenant's obligation to pay Annual Rent and Additional Rent hereunder) by reason of acts of God, strikes, lockouts, failure of power or utilities, fire, vandalism, accident, flood, other casualty, riot, insurrection, civil commotion, sabotage, explosion, war, natural or local emergency, or other reasons of a similar nature not within the control of the delayed party, then performance of such act or obligation shall be excused for the period of the delay and the period for the performance of any such act or obligation shall be extended for the period equivalent to the period of such delay. Notwithstanding the foregoing, the provisions of this Section 30.11 shall not automatically extend the time period for Tenant's termination right provided in Section 4.4.          30.12.    Landlord's Consent.    Unless otherwise provided in this Lease, whenever Landlord's consent, approval or other action is required under the terms of this Lease, such consent, approval or action shall be subject to Landlord's sole judgment and shall be delivered in writing.          30.13.    Time of Essence.    Time is of the essence with respect to the performance of every covenant and condition of this Lease.          30.14.    Waiver of Jury Trial.    Landlord and Tenant irrevocably waive the respective rights to trial by jury in any action, proceeding or counterclaim brought by either against the other (whether in contract or tort) on any matter arising out of or relating in any way to this Lease, the relationship of Landlord and Tenant or Tenant's use or occupancy of the Property.       Signatures on Next Page      22              IN WITNESS WHEREOF, the parties hereto have executed this Lease under their respective hands and seals as of the day and year first above written.     ATTEST:   LANDLORD:                           HICKORY CROSSING, LLC, a Maryland limited liability company                                       /s/  SUSAN BERNDT         By:   /s/  KIRK A. SALVO         (SEAL)                         Name:  Kirk A. Salvo               Title:    Manager                                           TENANT:                           CARROLLTON BANK, a Maryland state chartered commercial bank                                       [ILLEGIBLE]   By:   ROBERT A. ALTIERI   (SEAL)           President & CEO        23            STATE OF MARYLAND   )           )   SS:   CITY/COUNTY OF Baltimore   )                I HEREBY CERTIFY that on this 4th day of November, 2003, before me, the undersigned officer, personally appeared Kirk A. Salvo, who acknowledged himself to be the Manager of Hickory Crossing, LLC, a limited liability company, and that he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the partnership, as Manager.          IN WITNESS WHEREOF I hereunto set my hand and Notarial Seal.           /s/  SUSAN BERNDT       Notary Public    My Commission expires:         1-10-06             STATE OF MARYLAND    )            )   SS:   CITY/COUNTY OF Baltimore   )                I HEREBY CERTIFY that on this 28th day of October, 2003, before me, the undersigned officer, personally appeared Robert A. Altier, who acknowledged himself to be the President of Carrollton Bank, a Maryland state chartered commercial bank, and that he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the bank, as Senior Vice President.          IN WITNESS WHEREOF I hereunto set my hand and Notarial Seal.           ILLEGIBLE Notary Public    My Commission expires:         July 1, 2006.         24          LIST OF EXHIBITS         Exhibit A   PLAT (With Commercial Center Outlined in Green and Property outlined in Red)    Exhibit A-1    CONCEPTUAL DEVELOPMENT PLAN    Exhibit A-2    FINAL DEVELOPMENT PLAN    Exhibit B    LANDLORD'S LAND SITE IMPROVEMENTS    Exhibit C    FORM OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS    Exhibit D    TENANT'S SIGN PLANS    Exhibit E    FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT    25          EXHIBIT A         PLAT      26          EXHIBIT B      LANDLORD'S LAND SITE IMPROVEMENTS      1.Landlord will rough grade the Property. 2.Landlord will cause the construction of public water and sewer lines (excluding Tenant's water meter) serving the Property, and conduits for underground electric and telephone lines all to within five feet (5') of the boundary of the Property.  27      QuickLinks Table of Contents  GROUND LEASE INTRODUCTORY STATEMENT  Signatures on Next Page  LIST OF EXHIBITS EXHIBIT A PLAT EXHIBIT B LANDLORD'S LAND SITE IMPROVEMENTS        EX-10.19 9 a2167997zex-10_19.htm EXHIBIT 10.19       QuickLinks  -- Click here to rapidly navigate through this document Exhibit 10.19           THE AVENUE AT WHITE MARSH    SHOPPING CENTER LEASE    Between    THE AVENUE AT WHITE MARSH, LLC (Landlord)    and    CARROLLTON BANK, a Maryland corporation (Tenant)    Dated:    October 31, 1997               INDEX TO LEASE AGREEMENT                 Page   ARTICLE 1       Defined Terms    1   1.01   Lease   1   1.02   Landlord   1   1.03   Landlord's Address   1   1.04   Rental Payment Place   1   1.05   Tenant   1   1.06   Tenant's Trade Name   1   1.07   Tenant's Address   1   1.08   Shopping Center   1   1.09   Premises   1   1.10   Leasable Space   2   1.11   Commencement Date   2   1.12   Delivery Date   2   1.13   Term   2   1.14   Minimum Rent   3   1.15   Percentage Rent   3   1.16   Security Deposit   3   1.17   Permitted Use   3   1.18   Tenant's Proportionate Share   3   1.19   Guarantor   3   1.20   Broker's Name and Address   4   1.21   Initial Marketing Service Charge   4   1.22   Opening Contribution   4   1.23   Lease Year   4   1.24   Option Term   4   1.25   Construction Allowance   4   ARTICLE 2        Grant and Term   4   2.01   Grant   4   2.02   Term   4   ARTICLE 3        Rent   4   3.01   Minimum Rent   4   3.02   Percentage Rent   5   3.03   Utility Charges   7   3.04   Taxes   7   3.05   Trash Removal   8   3.06   Insurance   8   3.07   Net Lease   9   3.08   Additional Rent   9   3.09   Method of Payment, Past Due Rents   9   ARTICLE 4        Construction of Improvements   9   4.01   Condition of Premises   9   4.02   Tenant's Work   9                 i         4.03   Failure of Tenant to Open   10   4.04   Landlord's Option to Terminate Lease   10   4.05   Measurement of Premises   10   ARTICLE 5        Use of Premises   11   5.01   Use   11   ARTICLE 6        Quiet Enjoyment and Landlord's Right of Entry   12   6.01   Quiet Enjoyment   12   6.02   Right of Entry   12   6.03   Certain Matters of Record   12   ARTICLE 7        Nuisance, Waste, Operations, Rules and Regulations   13   7.01   Nuisance   13   7.02   Waste, Etc   13   7.03   Tenant's Operations   13   7.04   Rules and Regulations   13   ARTICLE 8        Compliance with Law, Liens, Indemnity   14   8.01   Compliance with Law and Contracts   14   8.02   Title and Covenant Against Liens   14   8.03   Toxic and/or Hazardous Substances   14   8.04   Americans With Disabilities Act   15   8.05   Indemnification   15   ARTICLE 9        Maintenance and Repair of Premises   15   9.01   Maintenance by Tenant   15   9.02   Maintenance by Landlord   16   ARTICLE 10        Common Areas and Charges   16   10.01   Control of Common Areas   16   10.02   License   17   10.03   Maintenance Charges   17   ARTICLE 11        Fixtures/Building, Signs and Alterations   18   11.01   Fixtures/Building   18   11.02   Signs   18   11.03   Landlord's Lien   18   11.04   Alterations   18   ARTICLE 12        Condemnation   19   12.01   Definitions   19   12.02   Extent/Termination   19   12.03   Rebuilding   19   12.04   Effect on Rent   19   12.05   Award   19                ii         ARTICLE 13        Insurance   19   13.01   Insurance to be Provided by Tenant   19   13.02   General Insurance Requirements   20   13.03   Waiver of Claims   20   13.04   Change in Coverage   21   13.05   Waiver of Right of Recovery   21   ARTICLE 14        Damage or Destruction   21   14.01   Rebuilding by Landlord   21   14.02   Rebuilding by Tenant   21   14.03   Landlord's Termination Right   21   14.04   Proportionate Rent Adjustment   21   ARTICLE 15        Assignment, Subletting and Encumbrance   21   15.01   Assignment and Subletting   21   15.02   Encumbrance   22   ARTICLE 16        Default and Bankruptcy   22   16.01   Events of Default   22   16.02   Remedies   23   16.03   Damages   24   16.04   Rights Cumulative, Non-Waiver   25   16.05   Legal Expenses   25   16.06   Tenant Bankruptcy   25   ARTICLE 17        Estoppel Certificates, Subordination, Mortgagee Protection   27   17.01   Estoppel Certificates   27   17.02   Subordination/Superiority   27   17.03   Attornment   27   17.04   Modification for Mortgagee   28   17.05   Mortgagee Protection   28   ARTICLE 18        Surrender and Holdover   28   18.01   Surrender   28   18.02   Holdover   28   18.03   Termination   29   ARTICLE 19        Security Deposit   29   19.01   Security Deposit   29   ARTICLE 20        Marketing Fund and Advertising   29   20.01   Marketing Service; Tenant's Marketing Service Charge   29   20.02   Landlord's contribution   30   20.03   Advertising   30   20.04   Solicitation of Business   30                 iii         20.05   Opening Contribution   30   ARTICLE 21        General Provisions   31   21.01   Successors   31   21.02   Notices   31   21.03   No Option   31   21.04   No Joint; Venture   31   21.05   Broker   31   21.06   Financial Statements   31   21.07   Headings and Captions   31   21.08   Use of Pronoun, Joint and Several Liability   31   21.09   Partial Invalidity   32   21.10   Survival   32   21.11   Definition of Landlord/Exculpation   32   21.12   Time of Essence   32   21.13   Excuse of Performance   32   21.14   Accord and Satisfaction   32   21.15   Entire Agreement   32   21.16   Recordation   33   21.17   Governing Law/Venue/Consent to Jurisdiction   33   21.18   Corporate Tenants   33   21.19   Waiver of Jury Trial   33   21.20   Landlord's Management and Income Tax Provisions   33   21.21   Guaranty   34       EXHIBIT A   Shopping Center Site Plan   EXHIBIT B   Landlord's Work   EXHIBIT C   Design Criteria   EXHIBIT C-1   Sign Criteria   EXHIBIT D   Form of Confirmation of Commencement Date and Term   EXHIBIT E   Rules and Regulations   EXHIBIT F   Intentionally Deleted   EXHIBIT G   Form of Estoppel Certificate   EXHIBIT H   Intentionally Deleted   EXHIBIT I   Construction Allowance    iv               THIS SHOPPING CENTER LEASE (this "Lease") is made and entered into by and between Landlord and Tenant (as said terms are hereafter defined in Article 1) as of the date stated on the title page.      ARTICLE 1        Defined Terms              When used in this Lease the following terms shall have the respective meanings set forth opposite each such term. Other definitions are given elsewhere in this Agreement.     1.01 Lease   This Shopping Center Lease, including the following exhibits, riders and addenda which are incorporated herein and made a part hereof by this reference:         Exhibit A    Shopping Center Site Plan       Exhibit B    Landlord's Work       Exhibit C    Design Criteria       Exhibit C-1    Sign Criteria       Exhibit D    Form of Confirmation of Commencement                      Date and Term       Exhibit B    Rules and Regulations       Exhibit F    Intentionally Deleted       Exhibit G    Form of Estoppel Certificate       Exhibit H    Intentionally Deleted       Exhibit I    Construction Allowance    1.02 Landlord:    The Avenue at White Marsh, LLC    1.03 Landlord's Address:    100 West Pennsylvania Avenue Towson, Maryland 21204    1.04 Rental Payment Place:    c/o Nottingham Properties, Inc. 100 West Pennsylvania Avenue Towson, Maryland 21204    1.05 Tenant:    Carrollton Bank, a Maryland corporation    1.06 Tenant's Trade Name:    Carrollton Bank    1.07 Tenant's Address:    Suite 200 15 Charles Plaza Baltimore, Maryland 21203 Attn: Mr. Dallas Arthur, President Telephone #(410) 536-4600 IRS Tax ID#/SS# 52-0265260    1.08 Shopping Center:    The real property shown on the site plan attached hereto as Exhibit A, commonly known as The Avenue at White Marsh, located in white Marsh, 14th Election District, Baltimore County, Maryland as the same may be modified from time to time pursuant to Section 6.01 hereof.    1.09 Premises:    That portion of the Shopping Center identified by cross-hatching and also an ATM facility as shown on Exhibit A, consisting of approximately 2,640 square feet.                     1.10 Leasable Space:    Landlord's estimate of the number of square feet of area in all structural parts of the Shopping Center used for the sale of goods and services; said area shall be measured from the exterior face of exterior walls and the center line of any walls which a tenant shares with other tenants or occupants of the Shopping Center, provided that no deduction from leasable space shall be made for columns, stairs, elevators or any interior construction or equipment within the boundaries which comprise the Leasable Space.    1.11 Commencement Date:    The first to occur of (a) January 1, 1998; or (b) the date on which Tenant opens the Premises for business. Tenant shall commence Tenant's Work promptly after the Delivery Date and shall diligently prosecute the same to completion, and shall open the Premises for business not later than January 1, 1998.    1.12 Delivery Date:    The date on which Landlord's Work as set forth on Exhibit B attached hereto is substantially completed. The term "substantial completion of the Premises" is defined as the date on which Landlord or its architect notifies Tenant in writing that the Premises are substantially complete to the extent of Landlord's work specified in Exhibit B hereof. The Delivery Date is anticipated to be not later than October 15, 1997.    1.13 Term:    A period of ten (10) years following (a) the Commencement Date, or (b) if the Commencement Date is not the first day of a month, the first day of the month following the month in which the Commencement Date occurs, as said period may be extended by any options to extend herein expressly granted.            2          1.14 Minimum Rent:    The fixed rent payable by Tenant during the Term in monthly installments as follows:       Lease Years     Annual    Monthly    Per Square Foot   1   $ 58,080.00   $ 4,840.00   $ 22.00   2   $ 59,822.40   $ 4,985.20   $ 22.66   3   $ 61,617.60   $ 5,134.80   $ 23.34   4   $ 63,465.60   $ 5,288.80   $ 24.04   5   $ 65,366.40   $ 5,447.20   $ 24.76   6   $ 67,320.00   $ 5,610.00   $ 25.50   7   $ 69,352.80   $ 5,779.40   $ 26.27   8   $ 71,438.40   $ 5,953.20   $ 27.06   9   $ 73,576.80   $ 6,131.40   $ 27.87   10   $ 75,794.40   $ 6,316.20   $ 28.71    First Option Period (if applicable)    11   $  78,064.80   $  6,505.40   $  29.57   12   $ 80,414.40   $ 6,701.20   $ 30.46   13   $ 82,816.80   $ 6,901.40   $ 31.37   14   $ 85,298.40   $ 7,108.20   $ 32.31   15   $ 87,859.20   $ 7,321.60   $ 33.28    Second Option Period (if applicable)    16   $  90,499.20   $  7,541.60   $  34.28   17   $ 93,218.40   $ 7,768.20   $ 35.31   18   $ 96,016.80   $ 8,001.40   $ 36.37   19   $ 98,894.40   $ 8,241.20   $ 37.46   20   $ 101,851.20   $ 8,487.60   $ 38.58        1.15 Percentage Rent:    N/A.    1.16 Security Deposit:    N/A.    1.17 Permitted Use:    Solely for the use and occupancy during the Lease Term for the operation of a Carrollton Bank branch and ATM, consistent with other Carrollton Bank branches and ATM's and for services customarily rendered by subsidiaries and affiliates of Carrollton Bank and for no other use or purpose.    1.18 Tenant's Proportionate Share:    The fraction (expressed as a percentage) determined from time to time by dividing the number of square feet of space in the Premises by the number of square feet of Leasable Space in the Shopping Center, provided, that in certain instances, the denominator may be reduced by the number of square feet in the Shopping Center subject to a ground lease.    1.19 Guarantor:    N/A.             3          1.20 Broker's Name and Address:    Enterprise Real Estate Services, Inc. 701 Merrill Lynch Building 10320 Little Patuxent Parkway Columbia, Maryland 21044    1.21 Initial Marketing Service Charge:    $1.00 per square foot of space contained in the Premises.    1.22 Opening Contribution:    $1.00 per square foot.    1.23 Lease Year:    A period of twelve (12) consecutive full calendar months commencing on the first day of the first month after the Commencement Date (unless the Commencement Date is on the first day of a month, in which case the Commencement Date shall be the first day of the first Lease Year), and ending on the last day of the twelfth (12th) full calendar month thereafter, provided, however, that the first Lease Year shall include the days from the Commencement Date to the first day of the first calendar month thereafter if the Commencement Date is other than the first day of a calendar month.    1.24 Option Term:    Two five (5) year option terms exercisable on two hundred seventy (270) days written notice given prior to the end of the initial term or first renewal term provided Tenant must not be in default as of the date of exercise or the first day of the renewal term.    1.25 Construction Allowance:    See Exhibit I        ARTICLE 2        Grant and Term              2.01    Grant.    In consideration of the rents agreed to be paid and the covenants and agreements made by the respective parties hereto, Landlord hereby demises and leases to Tenant and Tenant hereby leases from Landlord the Premises, upon the terms and conditions herein provided, together with the right to use, in common with others entitled thereto, the Common Areas (as hereinafter defined), subject to the terms and conditions of this Lease and to rules and regulations for the use thereof as prescribed from time to time by Landlord, including, but not limited to, those rules and regulations attached hereto as  Exhibit E.          2.02    Term.    Subject to the terms, covenants and agreements contained herein, Tenant shall have and hold the Premises for the entire Term. After the Commencement Date, Landlord and Tenant each agree to execute and deliver a certificate, in the form attached hereto as  Exhibit D, setting forth the dates of commencement and expiration of the Term when requested by either party. If the Commencement Date has not occurred upon the expiration of two (2) years following the date hereof, then this Lease shall thereupon become null and void and shall have no further force and effect in law or in equity and Landlord shall return the Security Deposit, if any, to Tenant.      ARTICLE 3        Rent              3.01    Minimum Rent.    Tenant covenants and agrees to pay Landlord the Minimum Rent in advance on the first day of each month of the Term; provided, however, that the first payment due shall be made upon the execution of this Lease by Tenant. If the Term commences on a day other than  4      the first day of the month or ends on a day other than the last day of the month, Tenant shall pay rent for the fractional month within the Term on a per diem basis (calculated on the basis of a thirty (30) day month).          3.02    Percentage Rent.    (a) In addition to Minimum Rent, Tenant shall pay Landlord percentage rent ("Percentage Rent") as determined by this Section. Percentage Rent shall be determined and payable monthly on or before the tenth (10th) day following the close of each and every full calendar month of the Term during which the amount of Tenant's year-to-date Gross Sales exceeds Tenant's year-to-date Gross Sales Breakpoint. For purposes of this computation, the term "Year-to-Date Gross Sales Breakpoint"shall be one-twelfth (1/12th) of the Base Sales multiplied by the number of months elapsed in the Lease Year in question. Said payments of Percentage Rent shall be calculated by multiplying (i) the amount of the excess of year-to-date Gross Sales over the Year-to-Date Gross Sales Breakpoint, by (ii) the percentage specified in Section 1.15, and (iii) deducting therefrom the payments of Percentage Rent, if any, made by Tenant in the previous months of the Lease Year in question. As soon as practicable after the end of each Lease Year, Percentage Rent paid or payable for such Lease Year shall be adjusted between Landlord and Tenant, the parties hereby agreeing that Tenant shall pay Landlord or Landlord shall credit to Tenant's account, or (if such adjustment is at the end of the Term), pay Tenant, as the case may be, such amounts as may be necessary to effect adjustment of the total Percentage Rent for the Lease Year in question in accordance with Section 1.15.          (b)   "Gross Sales" means the actual sales prices of all goods, meals, beverages, wares and merchandise sold, leased, licensed or delivered and the actual charges for all services performed by Tenant or by any subtenant, licensee, concessionaire or other person in, at, from, or arising out of the use of the Premises, whether for wholesale, retail, cash, or credit, or otherwise, without reserve or deduction for inability or failure to collect, and all other revenue of any nature whatsoever generated through the use and operation of the Premises. Gross Sales shall include, without limitation, sales and services (i) where the orders therefor originate in, at, from, or arise out of the use of the Premises, whether delivery or performance is made from the Premises or from some other place, (ii) made or performed by mail, telephone, telecopier or telegraph orders or other electronic means, (iii) made or performed by means of mechanical, electronic, computer or vending devices in the Premises, and (iv) which Tenant or any subtenant, licensee, concessionaire or other person occupying the Premises or a portion thereof in the normal and customary course of its business, would credit or attribute to its operations at the Premises or any part thereof. Any deposit not refunded shall be included in Gross Sales. Each installment or credit sale shall be treated as a sale for the full price in the month during which such sale is made, regardless of whether or when Tenant receives payment therefor. No franchise or capital stock tax and no income or similar tax based on income shall be deducted from Gross Sales. In the event that items not of a monetary nature are received by Tenant from the use and occupancy of the Premises, those items shall be included at fair market value for the purpose of calculating Gross Sales. The following shall not be included in Gross Sales: (i) any exchange of merchandise between stores of Tenant where such exchange is made solely for the convenient operation of Tenant's business and not for the purpose of consummating a sale made in, at or from the Premises, or for the purpose of depriving Landlord of the benefit of a sale which would otherwise be made in, at or from the Premises, (ii) returns to shippers or manufacturers, (iii) cash or credit refunds to customers on transactions (not to exceed the actual selling price of the item returned) otherwise included in Gross Sales, and (iv) amounts collected and paid by Tenant to any governmental authority for any sales or excise tax.          (c)   Tenant shall deliver to Landlord: (i) on or before the tenth (10th) day of each calendar month of the Term, a report signed by Tenant or by an authorized officer or agent of Tenant, showing the Gross Sales made in the preceding calendar month; and (ii) within sixty (60) days after the close of each Lease Year and after the termination of this Lease, a statement of Gross Sales for the preceding Lease Year signed and verified as to accuracy by an independent certified public accountant or a  5       financial officer of Tenant. If Tenant shall fail to deliver such monthly or annual statement to Landlord within the time periods provided herein, (i) Tenant shall be charged Fifty Dollars ($50.00) for each day beyond such time period provided herein that such monthly or annual statement is not delivered to Landlord, and (ii) Landlord shall have the right to assume, for the purposes of calculating Percentage Rent under this Section 3.02, that Gross Sales for the period in question exceeded the Gross Sales for the period immediately preceding the period in question by ten percent (10t), which assumption shall be irrebuttable after five (5) days beyond the time period provided for herein for the delivery by Tenant to Landlord of its Gross Sales reports, but which assumed amount may be increased (but not decreased) to reflect the actual Gross Sales made during the period in question. Further, if Tenant shall fail to deliver any such annual statement to Landlord within said sixty (60) day period, Landlord shall have the right thereafter to employ an independent accountant to examine such books and records as may be necessary to certify the amount of Tenant's Gross Sales for the Lease Year in question, and Tenant shall pay to the Landlord the cost thereof as additional rent. Notwithstanding anything to the contrary in this Section 3.02, Landlord shall have the right, during Tenant's regular business hours, to examine at the Premises or Tenant's Address the originals or copies of sales slips or receipts of Tenant required to be maintained by Tenant pursuant to clause (d) of this Section 3.02.          (d)   Tenant covenants and agrees that the business upon the Premises shall be operated so that a duplicate sales slip, invoice or non-resettable cash register receipt, serially numbered, or such other device for recording sales as Landlord approves, shall be issued with each sale or transaction, whether for cash, credit or exchange. For the purpose of permitting verification by Landlord of any amounts due as rent, Tenant shall keep and preserve for at least three (3) years after the end of each Lease Year, and, during the Term, shall keep at the Premises or at Tenant's Address, such duplicate sales slips and receipts, and original or duplicate books and records, which shall disclose all information (conforming to and in accordance with generally accepted accounting principles, consistently applied) required to accurately determine Gross Sales ("Tenant's Records"). In addition, Tenant shall provide to Landlord, on Landlord's request, copies of Tenant's sales tax, business tax, meals tax, liquor tax, income or other tax returns as filed by Tenant with any applicable municipal, county, state or federal authority and pertaining to only the Premises. At any time or from time to time after reasonable advance notice to Tenant, Landlord, its agents and accountants, shall have the right during business hours to make any examination or audit of Tenant's Records which Landlord may desire. If such audit shall disclose a liability for Percentage Rent in excess of the rent theretofore paid by Tenant for any Lease Year, Tenant shall promptly pay such liability. Should any such liability for Percentage Rent equal or exceed three percent (3%) of the Percentage Rent previously paid for such Lease Year, (i) Tenant shall promptly pay such liability and, in addition, shall promptly pay the cost of audit and interest (as set forth in Section 3.07) on all additional rent then payable, accounting from the date such additional rent was due and payable, and (ii) an Event of Default shall be deemed to exist unless, within ten (10) days after Landlord shall have given Tenant notice of such liability, Tenant shall have furnished Landlord with evidence satisfactory to Landlord demonstrating that such liability for additional rent was the result of good faith error on Tenant's part.          (e)   During the Term, neither Tenant nor any of its shareholders, officers, directors or affiliates shall directly or indirectly engage in, own, operate or manage any business similar to or in competition with that authorized to be conducted hereunder, or use or permit the use of the same or a similar trade name, within a radius of five (5) miles of the nearest outside boundary of the Shopping Center; provided, however, that nothing herein shall be construed to prevent operation of any of Tenant's existing stores in their present locations under their present trade names. In the event of any violation of the covenant contained in the previous sentence, such violation shall constitute an Event of Default hereunder, and, in addition to all other remedies for an Event of Default provided hereunder, the Gross Sales, as defined in this Lease, of any such business within the restricted radius shall be included in the Gross Sales made from the Premises, and the Percentage Rent hereunder shall be computed upon the aggregate of the Gross Sales made from the Premises and from such other business. Tenant  6       shall furnish Landlord with all reports, and records necessary to determine the amount of Gross Sales from such business within the restricted radius.          (f)    In determining the rent payable by Tenant subsequent to an Event of Default, the Percentage Rent for each year of the then unexpired Term shall be deemed to be equal to the average annual Percentage. Rent payable by Tenant based upon the Gross Sales from the Commencement Date to the occurrence of such Event of Default, or during the two Lease Years preceding such Event of Default, whichever period is shorter, plus ten percent (10%) per year for each year of the unexpired Term.          (g)   Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Article 3.          3.03    Utility Charges.    Tenant agrees to pay as and when the same become due and payable, all water rents, rates, charges, connection fees, capital connection fees, in-aid fees, tap fees, surcharges, sewer rents and all similar charges relative to the Premises (whether prior or subsequent to the Term, but subsequent to delivery of possession or Tenant's entering the Premises). Tenant further agree to pay promptly upon receipt of bills therefor, all charges for electricity, gas, heat, steam, hot water, and other utilities supplied to the Premises (whether prior or subsequent to the Term, but subsequent to delivery of possession or Tenant's entering the Premises) and whether supplied by Landlord or by a public or private utility company. If Landlord shall supply any or all of the aforesaid services (whether by submetering or otherwise), the charges therefor shall be deemed additional rent and shall be due and payable as additional rent within ten (10) days after invoice therefor from Landlord. If any charges for utilities payable by Tenant shall not be paid when due, Landlord shall have the right tQ pay same and charge to Tenant as additional rent, due on demand with interest at the Default Rate (as defined in Section 3.09).          3.04    Taxes.    "Real estate taxes" are all real estate taxes, public and governmental charges and assessments, capital facilities or front-foot taxes, special assessments, sewer and other taxes and charges, substitutions or partial substitutions for or additions to real estate taxes on the Shopping Center less any amounts paid separately by ground tenants of the Shopping Center, and all costs and fees incurred by Landlord to contest or negotiate the real estate taxes with public authorities. "Real Estate Taxes" exclude taxes on Tenant's machinery, equipment, inventory or other personal property or assets, which Tenant agrees to pay.          Tenant shall pay to Landlord its Proportionate Share of all Real Estate Taxes.          Tenant's Proportionate Share of Real Estate Taxes will be prorated for periods at the beginning and end of the Lease Term which are not "full fiscal tax years" of the taxing authority. A "full fiscal tax year" means July 1 through June 30, or such other 12-month period as the relevant taxing authorities may designate in the future. If Landlord reduces the real estate taxes on the Shopping Center by contest or negotiation, Landlord shall refund to Tenant its Proportionate Share of the reduction, less a Proportionate Share of the costs of such contest or negotiation.          Tenant's Proportionate Share of Real Estate Taxes shall be paid in monthly installments on or before the first day of each calendar month, in advance, in an amount estimated by Landlord. After receipt of all tax, assessment and expense bills attributable to any tax fiscal year, Landlord shall furnish Tenant with a written statement of the actual amount of Tenant's Proportionate Share of Real Estate Taxes. If the total amount paid by Tenant under this Section for any tax fiscal year shall be less than the actual amount due from Tenant for such tax fiscal year as shown on such statement, Tenant shall pay to. Landlord the difference between the amount paid by Tenant and the actual amount due, such deficiency to be paid within ten (10) days after demand therefor by Landlord; and if the total amount paid by Tenant hereunder for any tax fiscal year shall exceed such actual amount due from Tenant for such tax fiscal year, such excess shall be credited against payments hereunder next due, or at the end of the Term, refunded to Tenant. Landlord may adjust the monthly amount payable by Tenant hereunder  7       based on Landlord's receipt of Notice of a change in assessment or otherwise to account for a change in the composition of the Shopping Center.          Tenant shall further pay as additional rent all rental or rental use taxes related to the Premises assessed by any governmental authority whether measured by Tenant's gross rental payments or otherwise, and whether charged against Tenant.orLandlord (but not including income or franchise taxes or any other taxes imposed upon or measured by Landlord's net income, profits, or net worth unlesse the same shall be imposed in lieu of real estate taxes). Tenant shall further pay and discharge when due any federal, state, county or municipal tax levied or assessed against the leasehold estate created hereby, and any taxes levied orr assessed against any trade fixtures, furnishings, equipment, leasehold improvements, alterations or additions made by Tenant, or against any merchandise and personal property of any kind owned, installed or used by Tenant in or upon the Premises during the Term.          3.05    Trash Removal.    If Landlord provides trash pickup service for the Shopping Center, including the provision of one or more trash dumpsters for the use of the Premises (whether alone or with other tenants of the Shopping Center), Tenant shall pay to Landlord as additional rent Tenant's share of the annual costs of the service, including the costs of cleaning and maintenance of the dumpst~ers and the surrounding areas, plus a fifteen percent (15%) administrative fee. Such payments shall be based on Landlord's reasonable estimate, subject to adjustment from time to time as hereafter described, and shall be payable in equal monthly installments in advance on the first day of each month. Landlord's estimate of Tenant's share of the costs of the trash pickup service shall be based on Tenant's use of the service, the amount and type of trash generated by Tenant's business, frequency of pickup, and other relevant factors as determined by Landlord. Landlord may adjust, from time to time, the amount payable by Tenant.          3.06    Insurance.    Tenant shall pay as additional rent Tenant's Proportionate Share of the cost of liability, property damage, fire, extended coverage, flood, rent loss, malicious mischief, vandalism, workmen's compensation and employees' liability, and any other casualty and liability insurance with respect to the Common Areas of the Shopping Center and administrative charges in the amount of fifteen percent (15%) of the Common Area insurance costs ("Common Area Insurance Costs"). Such insurance may be carried at the discretion of Landlord in such amounts and with companies as Landlord shall determine. Tenant's Proportionate Share of Common Area Insurance Costs shall be paid by Tenant in monthly installments in such amounts as are estimated and billed by Landlord during each twelve (12) month period commencing and ending on dates designated by Landlord, each installment being due on the first day of each calendar month. Within one hundred twenty (120) days, or such reasonable time (in Landlord's determination) after the end of each such twelve (12) month period, Landlord shall deliver to Tenant a statement of. such insurance costs for such twelve (12) month period. Any overpayment or deficiency in Tenant's payment of its Proportionate Share of Common Area Insurance Costs shall be adjusted between Landlord and Tenant, and Tenant shall pay Landlord or Landlord shall credit Tenant's account (or, if such adjustment is at the end of the Term, shall reimburse Tenant reasonably promptly) in amounts as may be necessary to effect such adjustment. Upon reasonable notice, Landlord shall make available for Tenant's inspection (which inspection shall be at Tenant's sole cost and expense) at Landlord's office, during normal business hours, Landlord's records relating to such insurance costs for such preceding twelve (12) month period. Failure of Landlord to provide the statement called for hereunder within the time prescribed shall not relieve Tenant of its obligations hereunder.  8                  3.07    Net Lease.    This is a net lease and the rent, additional rent and all other sums payable hereunder by Tenant shall be paid without notice, demand, setoff, counterclaim, deduction, or defense and, except as otherwise expressly provided herein, without abatement or suspension. Except as otherwise expressly provided in this Lease, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease nor shall Tenant be entitled to any abatement or reduction of rent hereunder. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the rent, additional rent and all other sums payable by Tenant hereunder shall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease.          3.08    Additional Rent.    Tenant covenants to pay and discharge when the same shall become due, as "additional rent", all amounts, liabilities and obligations which Tenant has assumed or agreed to pay or discharge pursuant to this Lease including those enumerated in this Article 3 and elsewhere in this Lease, together with every charge, interest and cost which may be added for non-payment thereof.          3.09    Method of Payment, Past Due Rents.    The term "rent" as used in this Lease shall mean and include all Minimum Rent, Percentage Rent and additional rent payable hereunder. All rent shall be paid to Landlord at the Rental Payment Place or at such other place or to such other person as Landlord may from time to time direct in writing, or as otherwise provided herein, in lawful money of the United States of America. If Tenant fails to make any such payment when the same becomes due, then in addition to all rights, powers and remedies provided herein, by law or otherwise in the case of non-payment of rent, Landlord shall be entitled to recover from Tenant the greater of (a) five percent (5%) of the amount due and (b) one hundred dollars ($100.00) to cover Landlord's additional administrative expenses. Tenant will also pay to Landlord on demand, interest at the rate of twenty percent (20%) per annum (or the highest rate permitted by applicable law, whichever is lower) (the "Default Rate") on all overdue installments of rent and on overdue amounts of additional rent relating to obligations which Landlord shall have paid on behalf of Tenant, in each case from the due date thereof until paid in full.      ARTICLE 4     Construction of Improvements              4.01    Condition of Premises.    Landlord agrees that it will, at its sole cost and expense construct those improvements listed as Landlord's Work on the attached Exhibit B ("Landlord's Work"). Tenant's taking possession of the Premises shall be conclusive evidence as against Tenant that Landlord's Work has been completed and that the Premises were in satisfactory condition when Tenant took possession unless within five (5) days after delivery of possession, Tenant shall have delivered to Landlord a list of uncompleted items of Landlord's Work. Tenant acknowledges that no representation or warranty has been made by Landlord as to the condition of the Premises or their suitability for Tenant's proposed improvements thereto or use thereof or the condition of the Shopping Center, and that Landlord and its agents have made no promises to improve the Premises except as is set forth in Exhibit B attached hereto.          4.02    Tenant's Work.    All improvements to the Premises necessary for Tenant's use and occupancy thereof and not listed as Landlord's Work on Exhibit B shall be completed by Tenant, at Tenant's expense, and shall hereinafter be referred to as "Tenant's Work". The Tenant's Work shall be completed by Tenant in conformity with the specifications attached hereto as Exhibit C, plans and specification's therefor approved by Landlord and all applicable laws, orders, rules and regulations of governmental authorities. Prior to the commencement of the Term, Landlord shall have received full payment from Tenant due Landlord pursuant to Exhibit B and/or Exhibit C and for such other work as Landlord may have undertaken at Tenant's request. Tenant agrees to submit to Landlord plans and  9       specifications covering the Tenant's Work, in such detail as Landlord may require, within fifteen (15) days after execution of this Lease and Tenant agrees not to commence work on any of the Tenant's Work until Landlord has approved such plans and specifications in writing, Landlord's Work in the Premises has been substantially completed and Tenant has obtained all permits and approvals necessary for the construction of Tenant's Work. Landlord's approval of Tenant's plans and specifications shall not be deemed evidence of the compliance by such plans and specifications with all applicable laws, orders, rules and regulations of governmental authorities, nor shall it be or be deemed to be a warranty thereof of the soundness or fitness for a particular purpose of the Tenant's Work. Landlord's approval of the plans and specifications for Tenant's Work is purely for the benefit of Landlord and may not be relied on for any purpose except as set forth herein. At all times during Tenant's construction, Landlord and its representatives shall have the right to enter upon the Premises for the purpose of inspecting the construction and progress of the Tenant's Work. Tenant agrees with respect to Tenant's Work that it will (a) not damage, delay or interfere with the prosecution or completion of any work being performed by Landlord or any other person(s) in the Premises or by Landlord or any other person(s) in or about any other portion of the Shopping Center; (b) comply with all procedures and regulations prescribed by Landlord from time to time for coordination of such work and activities with any work being performed by Landlord, or any other construction, in the Shopping Center; and (c) conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create (or hinder the cessation thereof if extant) any work stoppage, picketing or other labor disruption or dispute which would interfere with the construction or operation of any work or activities being conducted anywhere by Landlord. If Tenant fails or refuses to comply with any of the foregoing obligations (set forth in items (a), (b) and (c)), Landlord may require Tenant to cease immediately the performance of such work and activities. Tenant agrees that its entry into possession of the Premises prior to the Commencement Date shall be subject to all of the terms of this Lease, except the covenants to pay the amounts as set forth in Section 3.01, 3.02 and 3.04.          4.03    Failure of Tenant to Open.    If Tenant fails to take possession and to open the Premises for business fully improved, fixtured, stocked and staffed by the Commencement Date, then such failure shall constitute an Event of Default and the Landlord shall have, in addition to any and all remedies herein provided, the right at its option to collect not only the Minimum Rent and additional amounts due in accordance with Article 3 hereof, but also additional rent at the rate of 1/30th of the monthly installment of Minimum Rent then due per day for each and every day that the Tenant shall fail to commence to do business; said additional rent shall be deemed to be liquidated damages for the benefit of Landlord and shall be in lieu of any Percentage Rent if applicable that might have been earned during such period of the Tenant's failure to open.          4.04    Landlord's Option to Terminate Lease.    Notwithstanding any provision herein to the contrary, if for any reason whatsoever the Premises shall not be delivered to Tenant on or before the outside Delivery Date specified in Section 1.12 hereof, Landlord may elect to terminate this Lease by giving notice of such election to Tenant. If such notice is given, this Lease and the rights and obligations of the parties hereunder shall thereupon cease and terminate without need for the execution of any further or other instrument but, if Landlord shall request, Tenant shall execute an instrument, in recordable form, whereby Tenant releases and surrenders all right, title and interest which it may have in and to the Premises under this Lease or otherwise.          4.05.    Measurement of Premises.    The square footage of the Premises stated on page 1 shall be deemed to be the square footage of the Premises for all purposes of this Lease unless Tenant or Landlord elects (at the expense of the party so electing) to have the Premises field measured. If such election is made, and as a result thereof, the square footage of the Premises is determined to be different from the square footage of the Premises stated on page 1, the result of such measurement (measured from the center of interior demising walls and from the outside of exterior walls) shall be deemed to be the square footage of the Premises for all purposes of this Lease; provided, however,  10       that: (i) Tenant's right to elect to have the Premises field measured must be exercised prior to Tenant's commencement of work in the Premises, (ii) both parties shall have the right to be present at the remeasurement of the Premises and shall receive advance notice of the scheduled date and time of any such remeasurement.      ARTICLE 5     Use of Premises              5.01.    Use.    (a) The Premises shall be occupied and used only for the Permitted Use and for no other purpose whatsoever unless Landlord, in its sole and absolute discretion, consents to a change in such uses. Tenant acknowledges and agrees that the Permitted Use of the Premises set forth herein is a critical element of the bargain of the parties hereto and that actual and substantial detriment will result to Landlord and other tenants and occupants of the Shopping Center in the event that a change or deviation in such uses shall occur or be permitted without the express written consent herein required. In operating the Premises for the Permitted Use, Tenant shall comply with all applicable laws, codes and government regulations. Unless expressly provided in the Permitted Use, Tenant shall not sell or serve alcoholic beverages nor shall Tenant apply for or obtain any liquor license for the Premises.          (b)   From and after the Commencement Date, Tenant agrees to keep the Premises open and diligently operate the business conducted therein under the Trade Name specified in Section 1.08, using a sufficient number of adequately trained managers and personnel for efficient service, during the Minimum Hours indicated in paragraph "(d)" of this Section 5.01, provided that such Minimum Hours are subject to change from time to time by Landlord. Tenant shall carry at all times in the Premises a stock of merchandise of such quantity, character and quality as to maximize Gross Sales and shall operate its business in one hundred percent (100%) of the Premises. Tenant shall install and maintain at all times displays of merchandise in the display windows on the Premises. Tenant agrees to conduct Tenant's business at all times in a first class, high-grade manner consistent with reputable business standards and practices in good faith and in such manner that the high reputation of the Shopping Center is furthered. Tenant agrees that storage and office space in the Premises shall only exist to the extent required for the Permitted Use conducted on the Premises and shall not be used to service any other operation of Tenant. No auction, fire, liquidation, going-out-of-business or bankruptcy sales may be conducted in the Premises without the prior written consent of Landlord having been first obtained.          (c)   If Tenant shall request Landlord's approval to open the Premises for business for hours exceeding the Minimum Hours and if Landlord shall approve in writing such request, Tenant shall pay to Landlord as additional rent, upon demand, any additional costs incurred by Landlord in connection with Tenant's opening of the Premises for business during such additional hours.          (d)   Tenant's "Minimum Hours" shall mean: Monday through Saturday, 9:30 a.m. to 9:00 p.m.; and Sunday, 11:00 a.m. to 6:00 p.m.          (e)   Notwithstanding anything to the contrary contained herein, in the event Tenant's use of the Premises involves food preparation, Tenant shall install grease traps in the Premises in order to eliminate the problem of sewer back-ups and health hazards, the type and manner of installation of such grease traps being subject to Landlord's prior written approval, and shall establish a bi-monthly cleaning program with respect thereto. In addition to the bi-monthly cleaning of the grease traps, Tenant shall use "Cloroben PT", or a similar type of chemical, in all drain lines, in accordance with the manufacturer's recommendations to help dissolve any grease build-up. Further, a regular and periodic extermination program shall be instituted. Tenant shall provide Landlord with copies of its cleaning contract for its grease traps and its extermination contracts upon execution of the Lease.          (f)    Exhibit H ("Prohibited Uses") is attached hereto and by this reference, incorporated herein.  11           ARTICLE 6     Quiet Enjoyment and Landlord's Right of Entry              6.01    Quiet Enjoyment.    If and so long as Tenant shall pay all the rent specified herein and observe and perform all covenants, agreements and obligations required by it to be observed and performed hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease and the mortgages and other matters to which this Lease is subordinate. Landlord expressly reserves the right as to the Shopping Center at any time to do, or permit to be done, any or all of the following: add or remove buildings or structures; enclose any mall; add to, alter or remove partially or wholly any structure or structures used to enclose any plaza area; change the identity and type of stores and tenancies and the dimensions thereof; change the name of the Shopping Center in which the Premises are located; close temporarily all or any part of the Common Areas; change the address or designation of the Premises; provide subterranean and multiple level parking decks; convert Common Areas into Leasable Space and Leasable Space into Common Areas; change the means of access to and egress from the Shopping Center, and expand or reduce the size of the Shopping center, provided, however, that no such changes shall deny or materially interfere with ingress to, or egress from the Premises.          6.02    Right of Entry.    Tenant agrees that Landlord, its agents, employees or servants or any person authorized by Landlord may enter the Premises for the purpose of inspecting the condition of the same and to make such repairs to the Premises as Landlord may deem necessary or desirable, and to exhibit the same to prospective purchasers, mortgagees and tenants of other areas of the Shopping Center and to prospective tenants and to place in and upon the Premises during the last six months of the Term at such places as may be determined by Landlord "For Rent" signs or notices, and Tenant undertakes and agrees that neither Tenant nor any person within Tenant's control will interfere with such signs or notices. Such entry, inspection and repairs as Landlord may make of or to the Premises shall not constitute eviction of Tenant in whole or part, and the rent reserved shall in no way abate while such work is being done by reason of loss or interruption of business of Tenant or otherwise. If Tenant or Tenant's agents or employees shall not be present to permit entry into the Premises at any time when for any reason entry therein shall be necessary in the reasonable judgment of Landlord to prevent injury or damage, Landlord, Agent or its agents or employees may enter same by master key or, in the event of an emergency, by forcible entry without liability therefor and without in any manner affecting the obligations, covenants, terms or conditions of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation or liability whatsoever for care, supervision, repair, improvement, addition, change or alteration of the Premises or the Shopping Center or any part thereof other than as herein provided.          6.03    Certain Matters of Record.    Tenant's rights to the Premises and the use and enjoyment thereof shall be subject in all respects to the terms and conditions set forth in the Declaration of Covenants, Conditions and Restrictions of the White Marsh Business Community, recorded in the Land Records of Baltimore County, Maryland at Liber 6836, page 633 as amended by (i) First Amendment thereto dated February 22, 1990 and recorded among the Land Records in Liber 8414, Folio 383, (ii) Second Amendment thereto dated February 22, 1990 and recorded among the Land Records in Liber 8414, Folio 393, (iii) Third Amendment thereto dated September 29, 1992 and recorded among the Land Records in Liber 9692, Folio 594 and (iv) Fourth Amendment thereto dated October 12, 1995 and recorded among the Land Records in Liber 11602, Folio 170.          Landlord as the fee simple owner of the Shopping Center may enter into and/or modify easements, rights of way, or other similar agreements benefitting or burdening the Shopping Center (collectively, the "Easement") without requiring Tenant's approval therefor if Landlord determines that such Easement is in the best interest of the Shopping Center,  provided, that such Easement will not  12       materially adversely affect Tenant's use and enjoyment of the Premises. Tenant shall execute any such Easement within five (5) business days after request therefor by Landlord.      ARTICLE 7     Nuisance, Waste, Operations, Rules and Regulations              7.01    Nuisance.    Tenant shall not perform any acts or carry on any practices which may injure the Building constructed on the Premises, violate any certificate of occupancy affecting same, constitute a public or private nuisance or a menace to other tenants in the Shopping Center, produce undue noise, create obnoxious fumes or odors or otherwise cause unreasonable interference with other tenants of the Shopping Center.          7.02    Waste, Etc.    Tenant agrees not to: (a) permit any unlawful or immoral practice to be carried on or committed on the Premises; (b) make any use of or allow the Premises to be used for any purpose that might invalidate or increase the rate of insurance thereof; (c) keep or use or permit to be kept or used on the Premises any inflammable fluids or explosives without the written permission of the Landlord first had and obtained; (d) use the Premises for any purpose whatsoever which might create a nuisance or injure the reputation of the Premises or of the Shopping Center; (e) deface or injure the Premises or the Shopping Center; (f) overload the floors; (g) sell or consume or allow the sale or consumption of alcoholic beverages on the Premises, unless the same is included in the Permitted Use and appropriate licenses and insurance coverage has been secured; or (h) commit or suffer any waste in or about the Premises. Tenant agrees to pay as additional rent any increase in the cost of insurance on the Premises to Landlord as a result of any unauthorized use of the Premises by Tenant, but such payment shall not constitute in any manner a waiver by Landlord of its rights to enforce all of the covenants and provisions of this Lease.          7.03    Tenant's Operations.    Tenant covenants and agrees (a) that it will use, maintain and occupy the Premises, in a careful, safe and proper manner, and will keep the appurtenances, including adjoining sidewalks, in a clean and safe condition, at its own expense; (b) to keep the inside and outside of al'1 glass in the doors and windows of the Premises clean; (c) that it will not, without the prior written consent of Landlord, place or maintain any merchandise or other articles in any vestibule or entry to the Premises, on the sidewalks adjacent thereto, or elsewhere on the exterior thereof; (d) that it will maintain the Premises at its own expense in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests; (e) that it will not permit undue accumulations of garbage, trash, rubbish and other refuse, but will remove the same at its own expense, and will keep such refuse in proper containers within the interior of the Premises until called for to be removed; (f) that it will not use, nor permit nor suffer the use of any apparatus or instruments for musical or other sound reproduction or transmission in such manner that the sounds emanating therefrom or caused thereby shall be audible beyond the interior of the Premises; (g) that it will not engage in or permit false or misleading advertising nor engage in any unfair trade practice injurious to the Shopping Center, other tenants of the Shopping Center or Landlord; (h) that it will not install any radio, television, loudspeaker, or other sound amplification device on the roof or on the exterior of the Premises without Landlord's prior approval; (i) that it will not permit vending machines, electric video games or pinball machines without Landlord's prior approval; and (j) that it will not permit pornographic materials, books, or magazines in, upon or about the Premises.          7.04    Rules and Regulations.    Tenant covenants and agrees to comply with the rules and regulations attached hereto as Exhibit E. In the event any violation of any rules and regulations continues after five (5) days following notice to the Tenant of such violation, beginning on such fifth day Tenant shall, in addition to any and all other remedies of Landlord provided in this Lease for default by Tenant, pay to Landlord, as additional rent and agreed reasonable compensation for the administrative and other costs which Landlord may incur, Fifty Dollars ($50.00) per day for each  13       violation for each day such violation continues. Landlord reserves the right to adopt additional rules and regulations in respect to the conduct of Tenant's activities in the Premises and the Shopping Center, which, upon adoption, shall be deemed incorporated herein, provided that Tenant is given notice thereof.      ARTICLE 8     Compliance with Law, Liens, Indemnity              8.01    Compliance with Law and Contracts.    Tenant shall, at its expense, comply with and shall cause the Premises and Tenant's employees to comply with all governmental statutes, laws, rules, orders, regulations and ordinances applicable, at anytime during the Term, to the Premises or any part thereof, or Tenant's use and operation thereof, and any improvements or alterations in the Premises. Tenant shall, at its expense, comply with the requirements of all policies of insurance which at any time may be in force with respect of the Premises, and with the provisions of all contracts, agreements and restrictions affecting the Premises or any part thereof or the occupancy or use thereof.          8.02    Title and Covenant Against Liens.    Landlord's title is and always shall be paramount to the title of Tenant and nothing in this Lease contained shall empower the Tenant to do any act which can, shall or may encumber the title of Landlord. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialman to be placed upon or against the Shopping Center or the Premises or against the Tenant's leasehold interest in the Premises and, in case of any such lien attaching, to take and diligently prosecute appropriate action to have the same discharged or bonded and released of record at Tenant's sole expense within fifteen (15) days of the filing of such lien. Tenant has' no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Shopping Center or the Premises, and any and all liens and encumbrances created by Tenant shall attach only to Tenant's interest in the Premises. If any such liens so attach and Tenant fails to pay and remove same within fifteen (15) days after the filing thereof, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the date of payment at the Default Rate shall be deemed to be additional rent due and payable by Tenant at once without notice or demand.          8.03    Toxic and/or Hazardous Substances.    The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or other substances, the removal of which is required or the use of which is restricted, prohibited or regulated by any "Environmental Law," which term shall mean any federal, state or local law or ordinance relating to pollution or protection of the environment. Tenant hereby agrees that (i) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant's business activities (the "Permitted Activities"), provided said Permitted Activities are conducted in accordance with all Environmental Laws and Landlord has been notified in advance in writing by Tenant; (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of Permitted materials, provided such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws and apprpved in advance in writing by Landlord; (iii) no portion of the Premises will be used as a landfill or a dump; (iv) Tenant will not install any underground tanks of any type; (v) Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance; (vi) Tenant will not permit any Hazardous Substances to be brought onto the Premises, except for the Permitted Materials described above.          Tenant hereby indemnifies and saves Landlord harmless from all liabilities and claims arising from the use, storage or placement of any Hazardous Substances upon the Premises or elsewhere within the Shopping Center or property of Landlord if brought or placed thereon by Tenant, its agents, employees,  14       contractors or invitees; and Tenant shall (i) within fifteen (15) days after written notice thereof, take or cause to be taken, at its sole expense, such actions as may be necessary to comply with all Environmental Laws and (ii) within fifteen (15) days after written demand therefor, reimburse Landlord for any amounts expended by Landlord to comply with any Environmental Laws with respect to the Premises or with respect to any other portions of the Shopping Center as the result of the placement or storage of Hazardous Substances by Tenant, its agents, employees, contractors or invitees, or in connection with any judicial or administrative investigation or proceeding relating thereto, including, without limitation, reasonable attorneys' fees, fines or other payments. Tenant hereby grants Landlord, and Landlord's agents and employees (including but not limited to, any engineers or other parties engaged in the testing of Hazardous Substances) the right to enter upon the Premises for the purpose of inspecting the Premises whether Tenant, its agents, employees, contractors or invitees, has violated any of the provisions of this Section and, if any Hazardous Substances are found upon the Premises in violation of this Section, Tenant shall pay to Landlord, as additional rent, all costs of the inspection together with all costs incurred by Landlord in removing, encapsulating or otherwise remediating any Hazardous Substances. The foregoing indemnification shall survive the termination or expiration of this Lease.          8.04    Americans With Disabilities Act.    The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises and Center depending on, among other things: (1) whether Tenant's business is deemed a "public accommodation" or "commercial facility", (2) whether such requirements are "readily achievable", and (3) whether a given alteration affects a "primary function area" or triggers "path of travel" requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas, except as provided below, (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in connection with this Lease, and (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III "path of travel" requirements triggered by alterations in the Premises. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant's employees.          8.05    Indemnification.    Tenant agrees to pay, and to protect, indemnify and save harmless Landlord and all beneficiaries, agents and employees of Landlord from and against any and all liabilities, losses, damages, costs, expenses (including all attorney's fees and expenses), causes of action, suits, claims, demands or judgments of any nature whatsoever (except those arising solely from the gross negligence or willful misconduct of Landlord) arising from (a) any injury to, or the death of, any person or any damage to property on the Premises or upon adjoining sidewalks, streets or ways, or in any manner arising out of or connected with the use, non-use, condition or occupation of the Premises or any part thereof or resulting from the condition thereof or of adjoining sidewalks, (b) any act or omission of Tenant or its agents, contractors or employees, (c) violation by Tenant of any agreement or condition of this Lease, and (d) violation by Tenant of any contract or agreement to which Tenant is a party or any restriction, statute, law, ordinance or regulation, in each case affecting the Premises or any part thereof or the occupancy or use thereof.      ARTICLE 9     Maintenance and Repair of Premises              9.01    Maintenance by Tenant.    Tenant shall at all times maintain the non-structural portions of the Premises (including without limitation maintenance of exterior entrances, all of Tenant's signs and all glass and show window moldings) and all floors, ceiling, interior walls, partitions, doors, fixtures,  15      equipment and appurtenances thereof (including without limitation lighting, plumbing fixtures, heating, air conditioning, ventilating, electrical and fire detection and protection systems installed by Landlord or Tenant exclusively serving the Premises and including leaks around ducts, pipes, vents or other parts of the heating, air conditioning, ventilating and plumbing systems which protrude through the roof of the Premises) in good order, appearance, condition and repair, including all necessary replacements of any said facilities.          Tenant shall change all HVAC filters at least once a month. Tenant shall contract with a reputable HVAC firm approved by Landlord to inspect and service the HVAC system. At least twice each Lease Year, Tenant shall have the HVAC system inspected by the firm and shall obtain from the firm a written inspection report. Tenant shall keep the service contract and the report at the Premises and shall furnish copies to Landlord on an annual basis.          9.02    Maintenance by Landlord.    (a) Landlord shall maintain, repair and replace (when necessary) the structural supports, interior demising walls, exterior walls, floor slab, and roof of the Premises to keep them in good, safe, and clean condition. However, if the need for maintenance, repair, or replacement is connected with the negligence of Tenant, its employees, agents, contractors; or with Tenant's failure to perform anything it is required to perform under this Lease; or taking any action it is not permitted to take under this Lease (whether or not the failure or the action has continued long enough to constitute a default); or with vandalism, malicious mischief, or actual or attempted robbery, burglary, or safe burglary, against which Tenant is required to insure, Landlord either may require Tenant to pay the cost of the maintenance, repair, or replacement, or may require Tenant to do the maintenance or make the repair or replacement. If Landlord notifies Tenant that Tenant must perform the maintenance or make the repair or replacement, Tenant shall submit its plans or procedures for the maintenance, repair, or replacement to Landlord for its approval within 5 days after Landlord's notice and shall perform the maintenance or make the repair or replacement as soon as reasonably practicable after Landlord approves Tenant's plans or procedures. Landlord is not obligated to do any other maintenance or to make any other repairs, replacements or improvements to the Premises or to any equipment or fixtures in the Premises.          (b)   If Tenant refuses or neglects to repair as required hereunder to the reasonable satisfaction of Landlord, Landlord may make such repairs without liability to Tenant for any loss or damage that may accrue to Tenant's merchandise, fixtures, or other property or to Tenant's business by reason thereof. Upon completion thereof, Tenant shall reimburse Landlord's costs for making such repairs plus twenty percent (20%) of such costs for overhead and supervision, upon presentation of a bill therefor, as additional rent.      ARTICLE 10     Common Areas and Charges              10.01    Control of Common Areas.    The "Common Areas" are all parking areas, access areas and other areas and improvements in or near the Shopping Center made available or maintained by Landlord from time to time for the tenants in the Shopping Center and their customers; including without limitation employee parking areas, truck ways, driveways, loading docks and areas, delivery areas, multi-story parking facilities, package pickup stations, pedestrian sidewalks, enclosed and unenclosed malls, courts, ramps, landscaped areas, retaining walls, stairways, bus stops, public restrooms, management offices, maintenance and/or security storage areas, sprinkler rooms, interior fire exit areas not within a tenant's premises, electrical rooms, and lighting facilities; provided, however, that the Premises and premises leased to other tenants of the Shopping Center are specifically excluded from the definition of the Common Areas provided herein.          Landlord retains exclusive control and management of the Common Areas. Landlord may establish, amend and enforce reasonable written rules and regulations for the Common Areas.  16       Landlord may change the sizes, locations, shapes, arrangements, areas and facilities of the Common Areas; restrict parking by employees to designated areas; construct surface, subsurface or elevated parking areas and facilities; establish and change the level or grade of parking surfaces; enforce parking charges (by meters or otherwise) with appropriate provisions for ticket validating; close any Common Areas temporarily to make repairs or changes, prevent the acquisition of public rights therein, discourage noncustomer parking, or for any other purposes; remove from the Common Areas trespassers or others who, in Landlord's sole discretion, are disruptive to the ordinary use of the Shopping Center; and perform such other acts in the Common Areas as Landlord in its sole discretion deems advisable.          10.02    License.    All Common Areas and facilities therein are to be used and occupied under a non-exclusive license, and if the amount of such areas be diminished, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such diminution of such areas be deemed constructive or actual eviction.          10.03    Maintenance Charges.    (a) Tenant shall pay as additional rent Tenant's Proportionate Share of the Common Area Maintenance Costs (as hereinafter defined). Such payments shall be based on Landlord's reasonable estimates, subject to adjustment from time to time on determination of the actual amount of the Common Area Maintenance Costs, and shall be payable in equal monthly installments in advance on the first day of each month. Within one hundred twenty (120) days (or such additional time as is reasonable under the circumstances) after the end of each "CAM Year" (as hereinafter defined), Landlord shall deliver to Tenant a statement of the Common Area Maintenance Costs for the most recent CAM Year, and the monthly installments paid or payable shall be adjusted between Landlord and Tenant, the parties hereby agreeing that Tenant shall pay Landlord or Landlord shall credit Tenant's account, or (if such adjustment is at the end of the Term) pay Tenant, as the case may be, within thirty (30) days after receipt of such statement, such amounts as may be necessary to effect adjustment to the agreed proportionate share for such CAM Year. "CAM Year," for purposes hereof, shall mean each twelve (12) month period corresponding to Landlord's fiscal year, which is currently the twelve (12) month period ending on March 31.          (b)   "Common Area Maintenance Costs" shall be the total of all items of cost and expense incurred in operating, managing, equipping, protecting, policing, securing, lighting, repairing, replacing and maintaining the Common Areas and their facilities, less contributions for particular items allocated and paid separately by any ground tenants in the Shopping Center. Common Area Maintenance Costs shall include, without limitation, all costs and expenses of (1) maintaining, repairing and replacing the Common Areas as shall be required in Landlord's judgment; (2) security, fire detection and protection and traffic direction and control; (3) cleaning and removing of rubbish, dirt, debris, water, snow and ice from the Common Areas (including removal of water, snow and ice from rooftops); (4) planting, landscaping, re-planting and replacing flowers and landscaping; (5) water, drainage and sewage; (6) wages, health and welfare benefits, pension benefits, union dues, vacations, unemployment taxes and social security taxes; (7) personal property taxes; (8) permits and licenses; (9) supplies; (10) the operation of loud speakers and any other equipment supplying music; (11) utility services and lighting (including the cost of light bulbs and electric current); (12) patching, repairing, resurfacing, topping and marking of all parking and drive areas; (13) filling, sealing and supporting of sink holes; (14) depreciation of machinery and equipment used in the operation of the Common Areas (but not including depreciation of the original cost of acquiring the Common Areas of the Shopping Center); (15) all amounts payable by Landlord under any reciprocal easement agreement, covenant or easement binding upon the Shopping Center; (16) the charges of any independent contractor who, under contract with Landlord or its representatives, performs any work in connection with or relating to the operation, maintenance, repair or replacement of any part of the Common Areas; (17) any other expense or charge, whether or not hereinbefore mentioned, which, in accordance with generally accepted accounting and management principles, would be considered as an expense of managing, operating,  17       maintaining or repairing the Common Areas, provided, however, that any capital expenditures shall, in accordance with generally accepted accounting principles, be amortized over the useful life of such asset; and (18) administrative charges in the amount of fifteen percent (15%) of the Common Area Maintenance Costs (exclusive of such administrative charges).      ARTICLE 11     Fixtures/Building, Signs and Alterations              11.01    Fixtures/Building.    Upon expiration or termination of this Lease, Tenant shall remove all of Tenant's furnishings, fixtures and equipment and restore the Premises as provided in Section 18.01, provided that Tenant shall not remove any equipment, conduits and fixtures providing water, plumbing, electrical, heating, ventilation, air conditioning, lighting and sewer service to the Premises, all of which shall be the property of Landlord throughout the Term (subject to Tenant's duty to use and maintain the same) and shall remain the property of Landlord upon expiration of the Term or termination of Tenant's right to possession of the Premises pursuant to Article 16.          11.02    Signs.    Tenant shall have the right to place signs and advertisements on the exterior and interior of the Premises and the Shopping Center in the locations and subject to the conditions set forth in Exhibit C-1, provided that size, style and appearance of all exterior signs and all interior signs visible from the exterior of the Premises shall be subject to the approval of Landlord and shall be in compliance with applicable law and Landlord's Design Criteria set forth on Exhibit C.          11.03    Landlord's Lien.    All trade fixtures, personal property, equipment, inventory and merchandise belonging to Tenant which are, or may be, put into the Premises during the Term, whether exempt or not from sale under execution and attachment under the laws of the state where the Premises are located, shall at all times be subject to, and Tenant hereby grants to Landlord a first lien and security interest in favor of Landlord, for the purpose of securing all rent, additional rent or other sums which may become due to Landlord from Tenant under this Lease. Upon default or breach of any covenants of this Lease, Landlord shall have all remedies available under the Uniform Commercial Code enacted in the state where the Premises are located including, but not limited to, the right to take possession of the above mentioned property and dispose of it by sale in a commercially reasonable manner. Tenant hereby agrees to execute financing statements and continuation statements upon a request to do so by Landlord for the purpose of recording same in the appropriate public records in order to perfect Landlord's security interest, serving notice to third parties of the security interest herein granted. Upon the failure of Tenant to so execute upon request, Tenant does hereby appoint Landlord as Tenant's attorney in fact for said purpose. Tenant agrees to pay, as additional rent, all filing fees, taxes and other costs and expenses incurred by Landlord in recording such financing statements.          11.04    Alterations.    Tenant shall not make any alterations, additions, improvements or exterior or structural changes to the Premises without obtaining the prior written consent of Landlord; provided that Tenant may make in a first-class manner such interior additions, improvements and changes in the Premises as Tenant may deem necessary or desirable in connection with the operation of its retail store therein so long as such alterations, additions, improvements and changes are non-structural and do not affect the storefront. Notwithstanding anything to the contrary contained herein, the design of any alterations made to the Premises shall conform to the Design Criteria set forth on Exhibit C.  18             ARTICLE 12     Condemnation              12.01    Definitions.    "Condemnation" means a taking by exercise of the power of eminent domain and any conveyance in lieu of such a taking, whether permanent or temporary (if more than 6 months), by any public or quasi-public authority in appropriate proceedings, and includes any governmental action preventing or substantially restricting use of the Premises for permitted activities or of the Common Areas for access and parking for more than 6 consecutive months.          12.02    Extent/Termination.    If 10% or more of the Premises is condemned, or 15% or more of the Shopping Center or of the parking spaces in the Common Areas is condemned, or if pursuant to any condemnation Landlord determines in its reasonable judgment that the area so condemned renders the balance of such area ineffective for its intended use, then Landlord may terminate this Lease by notice to Tenant within 90 days after the date of Notice of Condemnation.          12.03    Rebuilding.    If less than 10% of the Premises or less than 15% of the Shopping Center or of the parking spaces in the Common Areas are condemned, or if Landlord does not terminate this Lease under Section 12.02, then Landlord shall promptly rebuild the Premises and the Shopping Center on the land remaining to a complete unit of a quality and character as close as practical to that which existed before the condemnation (excluding Tenant's merchandise, trade fixtures, furnishings, and equipment). Tenant shall promptly replace its merchandise, trade fixtures, furnishings, and equipment in the Premises within 30 days after Landlord substantially completes its rebuilding work. Tenant also shall rebuild Tenant's Work within the same time period if that part of the condemnation award received by Landlord that is attributable to the Premises is not sufficient for Landlord to rebuild the Premises. Tenant may close Tenant's business during the rebuilding only with Landlord's approval, and if Tenant has so closed, it shall reopen for business by the 30th day after Landlord substantially completes its rebuilding work. However, Landlord is not required to spend more on the rebuilding than that part of the condemnation award received by Landlord that is attributable to the area to be rebuilt, less that part of'all expenses, costs, legal fees and court costs incurred by Landlord in connection with such award and that are attributable to that part of the award.          12.04    Effect on Rent.    If Landlord terminates this Lease under Section 12.02, rent abates as of the date of termination. Landlord shall refund to Tenant that part of any rent paid in advance for a period after the condemnation. If Landlord does not terminate this Lease under Section 12.02, Minimum Annual Rent, Base Sales, and other charges adjust to reflect the nature and extent of the condemnation of the Premises, both during the rebuilding and after the rebuilding has been completed.          12.05    Award.    Landlord may receive all of any award for the condemnation of the Premises or the Shopping Center, including any part of the award for the leasehold, reversion, and fee. However, Tenant may make a separate claim against the condemning authority for Tenant's cost to move its merchandise, furniture, fixtures, leasehold improvements and equipment.      ARTICLE 13         Insurance              13.01    Insurance to be Provided by Tenant.    Tenant shall maintain throughout the Term, at its expense, the following insurance: (a) casualty insurance against loss or damage by fire and other risks from time to time included under all-risk policies, including vandalism and malicious mischief, theft, explosion, and water damage of any type, including sprinkler leakage and bursting and stoppage of pipes, covering the Tenant's Work and Tenant's personal property in the Premises, including, without limitation, its merchandise, trade fixtures, equipment, furnishings, wall and floor coverings, and drapes, in the amount of the full replacement cost thereof; (b) commercial general liability insurance (including contractual liability that recognizes this Lease) against claims for bodily injury, personal injury, death or  19      property damage occurring on, in or about the Premises, such insurance to afford protection of not less than $2,000,000 combined single limit per occurrence and $2,000,000 in the annual aggregate; (c) workmen's compensation insurance in amounts required by applicable law or statute covering all personnel employed in connection with any work done on or about the Premises; (d) if the Permitted Use includes sale and/or serving of alcoholic beverages, insurance in the amount of at least $3,000,000 covering any claims arising under applicable law relating to the storage, sale, use or giving away of any fermented, alcoholic or other intoxicating liquor or beverage, which claims could be asserted against Landlord, Tenant or the Premises; (e) insurance against loss or damage to plate glass in or on the Premises; and (f) such other insurance on the Premises in such amounts and against such other insurable hazards which at the time are commonly obtained in the case of property similar to the Premises.          13.02    General Insurance Requirements.    Each policy of insurance referred to in Section 13.01 shall be issued by a company of recognized financial standing authorized to issue such insurance in the state where the Premises are located and having a general policyholders rating of not less than A and a financial rating of not less than VII in Best's Insurance Reports. Each liability policy shall name as the insured parties thereunder Landlord (including its agents and other parties designated by Landlord), and Tenant, as their interest may appear, and each other policy shall name Landlord as an additional insured. Each such policy shall be written as a primary policy which does not contribute to and is not in excess of coverage which Landlord may carry. Every policy which Tenant is obligated to carry under the terms of Section 13.01 shall contain an agreement by the insurer that it will not cancel or fail to renew or amend such policy or reduce the coverage thereunder except after thirty (30) days prior written notice to Landlord and that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Tenant which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment. Prior to commencing Tenant's Work, Tenant shall deliver to Landlord certificates of the insurers, evidencing all of the insurance which is required to be maintained by Tenant hereunder together with evidence of the payment of all premiums therefor, and Tenant shall, within thirty (30) days prior to the expiration of any such insurance, deliver other certificates of the insurers evidencing the renewal or replacement of such insurance together with evidence of the payment of all premiums therefor. Should Tenant fail to maintain or renew any insurance provided for in this Section, or to pay the premium therefor, or to deliver to Landlord any such certificates, then and in any said events, Landlord, at its option, but without obligation to do so may, upon five (5) days notice to Tenant, procure such insurance, and any sums so expended by Landlord (together with Landlord's reasonable administrative expense in procuring such insurance and interest at the Default Rate) shall be additional rent hereunder and shall be paid by Tenant to Landlord on the first day of the month next following the date on which such expenditure is made by Landlord.          13.03    Waiver of Claims.    Unless caused by the gross negligence or willful misconduct of Landlord, or its agents and employees, Landlord, and its agents and employees shall not be liable for and Tenant waives all claims for damage to person or property sustained by Tenant or any party claiming through Tenant resulting from any accident of occurrences in or upon the Premises, the building of which they shall be a part, or the Shopping Center, including but not limited to such claims for damage resulting from: (i) any equipment or appurtenances becoming out of repair; (ii) Landlord's failure to keep the Shopping Center in repair; (iii) injury done or occasioned by wind, settling, earth movement or other natural causes; (iv) any defect in or failure of plumbing, heating, or air conditioning equipment, electric wiring or installation thereof, gas, water, steam pipes, stairs, porches, railings or walks; (v) broken glass; (vi) the backing up of any water or sewer pipe or tank in, upon or about such building or the Premises; (vii) the escape of steam, gas, coolant or hot water; (viii) water, snow or ice being upon or coming through the roof, walls, skylight, trap door, stairs, walks, Common Areas or any other place upon or near such building or the Premises or otherwise; (ix) the failing of any fixtures, plaster, stucco or the like; and (x) any act, omission, or negligence of other tenants or of other persons or occupants of the Shopping Center.  20               13.04    Change in Coverage.    Landlord and Tenant agree that from time to time during the Term, Landlord shall have the right to require a change in the type, character and/or amounts of insurance required to be carried by Tenant pursuant to the provisions of this Article 13 and Tenant shall comply with the requested change in character and/or amount within thirty (30) days of Landlord's request therefor.          13.05    Waiver of Right of Recovery.    Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, or any resulting loss of income, or losses under worker's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees if any such loss or damage is covered by insurance benefitting the party suffering such loss or damage or was required to be covered by insurance pursuant to this Lease.      ARTICLE 14     Damage or Destruction              14.01    Rebuilding by Landlord.    Except if this Lease is terminated under Section 14.03, if the Premises are damaged by casualty, Landlord shall promptly repair the damage to put the Premises in the same condition as before the casualty (excluding Tenant's leasehold improvements installed by Tenant as a part of Tenant's Work or installed as additions or alterations, and excluding Tenant's merchandise, trade fixtures, furnishings, and equipment). However, Landlord is not required to spend more for rebuilding the Premises than that part of the insurance proceeds received by Landlord that is attributable to the Premises, less that part of all expenses, costs, legal fees and court costs incurred by Landlord in connection with such award and that are attributable to that part of the award.          14.02    Rebuilding by Tenant.    Except if this Lease is terminated under Section 14.03, if any of Tenant's leasehold improvements installed by Tenant as a part of Tenant's Work or installed as additions or alterations, or any of Tenant's merchandise, trade fixtures, furnishings, and equipment are damaged by casualty, Tenant shall promptly replace it with items as nearly the same as reasonably possible within 30 days after Landlord substantially completes its rebuilding work. Tenant may close Tenant's Business during the rebuilding only with Landlord's approval, and if Tenant has so closed, it shall reopen for business by the 30th day after Landlord substantially completes its rebuilding work.          14.03    Landlord's Termination Right.    If the Premises are damaged by casualty and the cost to restore the Premises exceeds 50% of the cost to rebuild the entire Premises, or, if more than 50% of the Shopping Center is destroyed by casualty and Landlord does not intend to rebuild, then Landlord may terminate this Lease effective as of the date of the casualty by notifying Tenant within 90 days after the casualty.          14.04    Proportionate Rent Adjustment.    If the Premises are damaged by casualty, Minimum Annual Rent, Base Sales, and other charges payable by Tenant shall be adjusted in proportion to the part of the Premises that Tenant cannot occupy because of the damage or the rebuilding work.      ARTICLE 15     Assignment, Subletting and Encumbrance              15.01    Assignment and Subletting.    Tenant shall not assign this Lease or any interest therein, or sublet the Premises or any portion thereof or permit other persons to occupy the Premises or any part thereof, or grant any license or concession for all or any part of the Premises, without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord, and no permitted assignment or subletting shall relieve Tenant of Tenant's covenants and agreements hereunder. No assignment or transfer of this Lease may be effected by merger,  21      consolidation, dissolution, operation of law or otherwise without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord. The consent of Landlord to any one assignment or sublease pursuant hereto shall not be deemed to be a waiver of the provisions of this Section with respect to any subsequent assignment or sublease. Each such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, including without limitation, the use provisions hereof. No assignment or sublet may violate any then existing exclusive uses of other tenants in the Shopping Center or restrictions otherwise binding on tenants of the Shopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its rights and interests under this Lease, the assignee under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or otherwise affect any of the rights of Landlord under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full effect as obligations of a principal and not as obligations of a guarantor or surety to the same extent as though no assignment had been made. If Tenant shall assign this Lease or sublease the Premises for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be required to make all payments due to Landlord and Landlord shall thereafter, in a prompt manner, remit to Tenant any amounts that may be due Tenant. Tenant shall, concurrently with the execution and delivery of any such permitted assignment or sublease, deliver a duplicate original thereof to Landlord. If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, or any sale or transfer of a controlling interest of the capital stock of Tenant, shall be deemed an assignment of this Lease. A sale of substantially all of the merchandise on the Premises to one purchaser shall be treated as and deemed to be an assignment of this Lease within the foregoing provisions of this Section.          15.02    Encumbrance.    Neither this Lease nor any interest of Tenant in the Premises shall be mortgaged, pledged or encumbered by Tenant, nor shall Tenant mortgage, pledge or encumber the interest of Tenant in and to any sublease of the Premises or the rental payable thereunder, without the prior written consent of Landlord, which consent may be granted or withheld in the sole discretion of Landlord, and Tenant shall not allow or permit any transfer of this Lease or any interest hereunder by operation of law. Any such mortgage, pledge, encumbrance, sublease or assignment made in violation of this Section shall be void.      ARTICLE 16     Default and Bankruptcy              16.01    Events of Default.    Any of the following occurrences or acts shall constitute an Event of Default under this Lease:           (a)   If Tenant, at any time during the Term, shall (i) fail to make any payment of rent, additional rent or other sum herein required to be paid by Tenant within five (5) days after the date such payment has become due, or (ii) fail to pay rent, additional rent or other sums herein required to be paid by Tenant when due on two or more occasions during any twelve (12) month period, or (iii) fail to cure, immediately after notice from Landlord, any hazardous condition which Tenant has created or suffered in violation of law or this Lease, or (iv) fail to observe' or perform any of the covenants in respect to assignment, subletting and encumbrance set forth in Article 15; or (v) breach any of the covenants or provisions set forth in Article 5 or Article 13; or (vi) fail to observe or perform any other provision hereof for thirty (30) days after Landlord shall have delivered to Tenant written notice of such failure (provided that in the case of any default referred to in this clause (vi) which cannot be cured by the payment of money and cannot with diligence be   22       cured within such thirty (30) day period, if Tenant shall commence to cure the same within such thirty (30) day period and thereafter shall prosecute the curing of same with diligence and continuity, then the time within which such failure may be cured shall be extended for such period not to exceed sixty (60) days as may be necessary to complete the curing of the same with diligence and continuity); or          (b)   To the full extent permissible under the United States Bankruptcy Code, or any successor thereto, (i) if Tenant or any Guarantor shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future federal or state bankruptcy law or under any similar federal or state law, or shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of its creditors or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the adjudication of Tenant or any Guarantor as a bankrupt or its reorganization under any present or future federal or state bankruptcy law or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or dismissed sixty (60) days after the filing thereof; or (ii) if a receiver, trustee or liquidator of Tenant or any Guarantor or of all or substantially all of the assets of Tenant or any Guarantor shall be appointed in any proceeding brought by or against Tenant or any Guarantor and shall not be discharged within thirty (30) days after such appointment, or if Tenant or any Guarantor shall consent to or acquiesce in such appointment (all of the foregoing events being collectively referred to as a "Tenant Bankruptcy"); or          (c)   If the Premises shall have been vacated or abandoned; or          (d)   If Tenant fails to take possession of the Premises when possession is tendered by Landlord, or fails to submit plans or other information regarding the Tenant Improvements for Landlord's approval or to commence and complete construction of the Tenant Improvements to be constructed by Tenant when and as required by the provisions of this Lease or fails to open its business therein promptly upon such completion as required under Section 5.01(b); or          (e)   If a material adverse change occurs in the financial condition of Tenant and/or Guarantor; or          (f)    If any other occurrence defined elsewhere in this Lease as an Event of Default shall occur.           16.02    Remedies.    Upon the occurrence of an Event of Default, Landlord, without notice to Tenant in any instance (except where expressly provided for below), may do any one or more of the following:           (a)   Landlord may elect to terminate this Lease and the tenancy created hereby by giving notice of such election to Tenant without any right on the part of Tenant to save the forfeiture by payment of any sum due or by other performance of condition, term, agreement or covenant broken, or Landlord may elect to terminate Tenant's possessory rights and all other rights of Tenant without thereby terminating this Lease, and Landlord may without notice reenter the Premises, for the purpose of distraint or execution, and to remove Tenant and all other persons and property from the Premises, and store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant without resort to legal process and without Landlord being deemed guilty of trespass or becoming liable in any way for any loss or damage occasioned thereby, and to take possession of and sell under distraint the goods and chattels found in the Premises; and/or          (b)   Landlord may sell at public or private sale all or any part of the goods, chattels, fixtures and other property of Tenant which are or may be put in the Premises by Tenant during the Term, whether exempt or not from sale under execution or attachment, the parties hereby agreeing that said property shall at all times be subject to a lien in favor of Landlord and shall be chargeable for   23        all rent and the fulfillment of all other covenants and agreements herein contained. Landlord may apply the proceeds of such sale: first, to the payment of all costs and expenses of conducting the sale or caring for or storing said property; second, to the payment of any indebtedness, including, without limitation, any indebtedness for rent, which may be or may thereafter become due from Tenant to Landlord; and third, to pay Tenant, upon Tenant's demand therefor, any surplus remaining after all indebtedness of Tenant to Landlord has been fully paid; and/or          (c)   Landlord may perform, on behalf and at the expense of Tenant, any obligation of Tenant under this Lease which Tenant has failed to perform and of which Landlord shall have given Tenant notice, the cost of which performance by Landlord, together with interest at the Default Rate from the date of such expenditure, shall be deemed additional rent and shall be payable by Tenant to Landlord upon demand therefor. Notwithstanding anything to the contrary contained herein, regardless of whether an Event of Default shall have occurred, Landlord may exercise the remedy described in this clause (c) without any notice to Tenant if Landlord, in its good faith judgment, believes it would be materially injured by failure to take rapid action or if the unperformed obligation of Tenant constitutes an emergency.          (d)   Accelerate the rent and any other charges, whether or not stated to be additional rent hereunder, for the entire balance of the Term and any renewal or extension thereof for which Tenant has become bound, or any part of such rent, and any costs and sheriff's, marshall's, constable's or other official's commissions, whether chargeable to Landlord or Tenant, including watchman's wages, as if by the terms of this Lease said balance of the rent and such other charges and expenses were on that date payable in advance.          (e)   Landlord may exercise any other legal or equitable right or remedy which it may have at law or in equity, including rights of specific performance and/or injunctive relief, where appropriate.           16.03    Damages.    (a) If this Lease is terminated by Landlord pursuant to Section 16.02, Tenant nevertheless shall remain liable for any rent and damages which may be due or sustained prior to such termination, and all reasonable costs, fees and expenses, including, without limitation, sheriffs', marshalls', constables' or other officers commissions whether chargeable to Landlord or Tenant, watchmen's wages, brokers' and attorneys' fees, and repair and renovation costs incurred by Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of Tenant or any Guarantor of Tenant, and/or in connection with renting the Premises to others from time to time (all such rent, damages, costs, fees and expenses being referred to herein as "Termination Damages"), plus additional damages ("Liquidated Damages") which, at the election of Landlord, shall be an amount equal to either:           (i)    the rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the amount or amounts of rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any additional rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord), in which case Liquidated Damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following the termination of this Lease and shall continue until the date on which the Term would have expired but for such termination, and any action or suit brought to collect any such Liquidated Damages for any month shall not in any manner prejudice the right of Landlord to collect any Liquidated Damages for any subsequent months by similar preceding, or          (ii)   the present worth (as of the date of such termination) of the rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the fair rental value of the Premises, as determined by an independent real estate appraiser selected by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum   24        on demand and shall bear interest at the Default Rate until paid. "Present worth" shall be computed by discounting such amount to present worth at a rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank nearest to the Shopping Center. The Percentage Rent payable with respect to each Lease Year following termination (including the Lease Year in which such termination shall take place) shall be calculated as set forth in Section 3.02(f). In no event shall Landlord be required to account to Tenant for any amounts by which the fair rental value shall have exceeded the stipulated Rent at the time of such termination.           (b)   If this Lease is terminated pursuant to Section 16.02, Landlord may (without being obligated to do so) relet the Premises or any part thereof, alone or together with other premises, for such term or terms (which may be greater or less than the period which otherwise would have constituted the balancee of the Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord may determine, in its sole discretion, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting.          16.04    Rights Cumulative, Non-Waiver.    No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or relinquishment thereof for the future. The receipt by Landlord of any rent, additional rent or any other sum payable hereunder with knowledge of the breach of any covenant or agreement contained in this Lease shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of this Lease, or to any other remedy allowed to Landlord at law or in equity. Tenant waives any right of redemption, re-entry or restoration of the operation of this Lease under any present or future law.          16.05    Legal Expenses.    If Tenant shall be in default in the performance of any of its obligations under this Lease, and an action shall be brought for the enforcement thereof in which it shall be finally determined, and no further appeal taken, that Tenant was in default, Tenant shall pay all attorney's fees and litigation expense incurred or paid by Landlord in connection therewith. In the event Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, if Tenant, at its expense, shall fail to provide Landlord with counsel approved by Landlord, Tenant shall pay as additional rent all costs and attorney's fees incurred or paid by Landlord in connection with such litigation.          16.06    Tenant Bankruptcy.    Upon the filing of a petition by or against Tenant under the Bankruptcy Code and upon such filing of the petition, Tenant, as debtor or as debtor in possession, agrees:          (a)   To perform promptly and fully each and every obligation of Tenant under this Lease, including but not limited to all obligations to pay rent under this Lease, until such time as this Lease is either rejected or assumed by order of a United States Bankruptcy Court or other United States Court of competent jurisdiction; or deemed rejected by operation of law, pursuant to 11 U.S.C. §365(c)(4).          (b)   Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord hereunder, whether or not expressly denominated as rent, shall constitute "rent"  25       for the purposes of section 502(b)(7) of the Bankruptcy Code, including, without limitation, reasonable attorney's fees incurred by Landlord by reason of Tenant's bankruptcy.          (c)   It is understood and agreed that this is a "lease of real property in a shopping center" as such term is used in the Bankruptcy Code.          (d)   Included within and in addition to any other conditions or obligations imposed upon Tenant in the event of assumption and/or assignment are the following:           (1)   In the event of assignment, the execution and delivery to Landlord of an instrument by which the assignee assumes all of the obligations arising under this Lease from and after the date of assignment pursuant to the provisions of the Bankruptcy Code.          (2)   The cure of any defaults and the compensation of pecuniary loss resulting from any such default, within thirty (30) days after assumption.          (3)   The use of the Premises solely for the Permitted Use and the maintenance of the quality, quantity and/or lines of merchandise of any goods or services required to be offered for sale, it being understood and agreed that compliance with the provisions of Article 5 is essential to preserve the tenant mix in the Shopping Center.          (4)   In the event of assignment, the assignee may not exercise any option to extend the Term of the Lease.          (5)   Adequate assurance of future performance under the Lease, for the purposes of assumption and/or assignment, shall include adequate assurance:           (i)    of the source of rent and other consideration due under the Lease, and in the event of assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be at least equal to the financial condition and operating performance of the Tenant and its guarantors, if any, as of the time the Tenant became the lessee under the Lease;          (ii)   that any Percentage Rent due under the Lease will not decline substantially;          (iii)  that assumption or assignment of the Lease is subject to all the provisions thereof, including (but not limited to) provisions such as radius, location, use or exclusivity provisions, and will not breach any such provision contained in any other lease, financing agreement, covenant or other agreement relating to the Shopping Center;          (iv)  that assumption or assignment of the Lease will not disrupt any tenant mix or balance in the Shopping Center.           (6)   The adequate assurance and demonstration in writing by a debtor, debtor in possession or assignee of such debtor in possession of such party's sufficient background, including, but not limited to, substantial retailing experience in shopping centers of comparable size and financial ability to operate out of the Premises pursuant to the terms and conditions of this Lease and to meet all other reasonable criteria of Landlord as did Tenant upon execution of this Lease.          (7)   The Premises, at all times, remain a single store and no physical changes of any kind are made thereto unless in compliance with the applicable provisions of this Lease.           (e)   Nothing contained in this Section 16.06 shall be deemed in any manner to limit Landlord's rights and remedies under the Bankruptcy Code, as presently existing or as may hereafter be amended.  26          ARTICLE 17     Estoppel Certificates, Subordination, Mortgagee Protection              17.01    Estoppel Certificates.    Within ten (10) days after request therefor by Landlord, Tenant agrees to execute and deliver a certificate in the form attached hereto as Exhibit G, to any proposed mortgagee or purchaser of the Premises, or to Landlord or any other party designated by Landlord, certifying (if such be the case) to any matter reasonably requested by Landlord including without limitation the following: (a) that Tenant is in full and complete possession of the Premises, such possession having been delivered by Landlord and accepted by Tenant; (b) that any improvements required to be furnished by Landlord by the terms of this Lease have been completed in all respects to the satisfaction of the Tenant; (c) that this Lease is in full force and effect and has not been amended, modified, supplemented or superseded except as specifically noted; (d) that there is no existing default on the part of Landlord in the performance of any covenant, agreement or condition contained in this Lease to be performed by Landlord; (e) that the Tenant does not have any actual or pending claim against the Landlord or any right of offset or defense to any claim by Landlord; (f) that no rents or other charges have been prepaid by Tenant; (g) the amount of any Security Deposit being held by Landlord; and (h) that the addressee of said certificate may rely on the representations therein made; and certifying as to the dates of commencement and termination of the Term, the date on which rents commenced to accrue under this Lease, and the date through which rents and other charges hereunder have been paid. Failure of Tenant to execute and deliver the requested certificate shall constitute an Event of Default and an admission by Tenant as to the accuracy of all matters set forth in the certificate presented by Landlord.          17.02    Subordination/Superiority.    The rights and interests of Tenant under this Lease shall be subject and subordinate to any mortgage, trust deed or deed of trust that is or may hereafter be placed upon the Shopping Center, or any part thereof containing the Premises and to any and all advances to be made thereunder and to the interest thereon and all renewals, amendments, modifications, replacements and extensions thereof. Any mortgagee or trustee of the Shopping Center or any part thereof containing the Premises may elect to give certain rights and interests of Tenant under this Lease priority over the lien of its mortgage, trust deed or deed of trust. In the event of either such election and upon notification by such mortgagee or trustee to Tenant to that effect, the rights and interests of Tenant under this Lease shall be deemed to be subordinate to or have priority over, as the case may be, the lien of said mortgage, trust deed, or deed of trust, whether this Lease is dated prior to or subsequent to the date of said mortgage, trust deed or deed of trust. Tenant shall, within ten (10) days following the request of Landlord or such secured party, execute and deliver whatever instruments may be required to confirm any of the foregoing matters.          17.03    Attornment.    Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant's obligations in the event any foreclosure proceeding is prosecuted or completed or in the event the Shopping Center or Landlord's interest therein is sold at a foreclosure sale or by deed in lieu of foreclosure. If this Lease is not extinguished upon such sale or by the purchaser following such sale, then, at the request of such purchaser, Tenant shall attorn to such purchaser and shall recognize such purchaser as the landlord under this Lease. Upon such attornment such purchaser shall not be (a) bound by any payment of the rent or additional rent more than one (1) month in advance, (b) bound by any amendment to this Lease of which the mortgagee had no notice and/or did not consent, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord. Within ten (10) days after the request of such purchaser, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment.  27                  17.04    Modification for Mortgagee.    If any lender providing construction or permanent financing or any refinancing for the Shopping Center requires, as a condition of such financing or refinancing, that modifications to this Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not adversely affect in a material manner Tenant's use of the Premises as herein permitted, and (c) do not increase the rent and other sums to be paid by Tenant, then Landlord may submit to Tenant an amendment to this Lease incorporating such required modifications, and Tenant shall execute, acknowledge and deliver such amendment to Landlord within ten (10) days after Tenant's receipt thereof.          17.05    Mortgagee Protection.    Tenant agrees to give any mortgagee or trustee of trust deed or deed of trust ("mortgagee") of the Shopping Center, by registered or certified mail, a copy of any notice served upon Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of an Assignment of Rents and Leases, or otherwise) of the address of such mortgagee and to allow such mortgagee to cure any default of Landlord. If any act or omission by Landlord would give Tenant the right to cancel or terminate this Lease, or to abate the payment of rent, or offset against the payment of rent or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it shall have given written notice of the act or omission to Landlord and to any mortgagee whose names and addresses have been furnished to Tenant, and (ii) a reasonable period of time, in light both of the time required to affect a remedy and of the impact of the act or omission on Tenant's business operations on the Premises, for remedying the act or omission has elapsed following the giving of the notice (which reasonable period of time shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice to effect such remedy plus (60) days), during which time Landlord and such mortgagee, or either of them, their agents or employees, will be entitled to enter upon the Premises and do therein whatever may be necessary to remedy the act or omission.      ARTICLE 18         Surrender and Holdover              18.01    Surrender.    Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and surrender the Premises to Landlord in good order and condition broom-clean and otherwise in the condition in which Premises are required to be maintained by the terms of this Lease. Tenant shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes, vaults, if any, in the Premises. Tenant shall, at its expense, remove from the Premises on or prior to such expiration or earlier termination all furnishings, fixtures and equipment situated thereon (including all exterior and interior signs) which are not or which do not at the end of the Term become the property of Landlord as provided in Section 11.01, and shall, at its expense, remove all alterations or improvements made to the Premises which Landlord, by notice to Tenant, requires to be removed, and Tenant shall, at its expense, on or prior to such expiration or earlier termination, repair any damage caused by such removal and restore the Premises. Any property not so removed shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from the Premises and disposed of, but the cost of any such removal and disposition and the cost of repairing any damage caused by such removal shall be borne by Tenant.          18.02    Holdover.    If Tenant shall be in possession of the Premises after the termination of this Lease, in the absence of any written agreement extending the Term, the tenancy under this Lease shall become one from month to month, terminable by Landlord upon thirty (30) days prior written notice, at a monthly rental equal to twice the sum of (i) the monthly installment of Minimum Rent payable during the last calendar month during the Term, and (ii) Percentage Rent (at the rate to be determined as set forth in Section 3.02(f) hereof). Tenant shall also pay as additional rent all other charges payable  28       under the terms of this Lease, prorated for each month during which Tenant remains in possession. Such month-to-month tenancy shall be subject to all other conditions, provisions and obligations of this Lease. Tenant shall not interpose any non-compulsory counterclaims in any summary proceeding or other action based on holdover. At any time after a termination under this Section becomes effective, Landlord may reenter and take possession of the Premises, any rule or law of equity to the contrary notwithstanding.          18.03    Termination.    Unless sooner terminated pursuant to the provisions hereof, this Lease shall terminate on the expiration of the Term without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate or quit the Premises and agrees that Landlord shall be entitled to the benefit of all remedies at law or equity respecting the summary recovery of possession of the Premises from a tenant holding over, to the same extent as if statutory notice had been given.      ARTICLE 19         Security Deposit              19.01    Security Deposit.    The Security Deposit, if any, specified in Section 1.16 shall be held by Landlord as security for the full and faithful performance by Tenant of each and every term, covenant and condition of this Lease on the part of Tenant to be observed and performed, and Landlord shall have no liability to pay interest thereon nor shall Landlord be required to keep the Security Deposit separate from its general funds. If any rent or additional rent herein reserved or any other sums payable by Tenant hereunder shall be overdue and unpaid or should Landlord make payments on behalf of Tenant, or should Tenant fail to perform any of the terms of this Lease, then Landlord may, at its option, and without prejudice to any other remedy which Landlord may have on account thereof, apply the Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of the rents or other sums due from Tenant, or towards any loss, damage or expense sustained by Landlord resulting from such default on the part of Tenant; and in such event Tenant shall forthwith upon demand restore the Security Deposit to its original amount, and the sum required to so restore the Security Deposit shall be additional rent hereunder. If Tenant shall have fully and faithfully complied with all of the terms, covenants and conditions of this Lease, the Security Deposit shall be returned in full to Tenant within thirty (30) days following the end of the Term or earlier termination of this Lease. If any bankruptcy, insolvency, reorganization or other creditor-debtor proceedings shall be instituted by or against Tenant or its successors or assigns, Landlord may apply the Security Deposit first to the payment of any rent, additional rent and other amounts due Landlord hereunder, and the balance, if any, of the Security Deposit may be retained by Landlord in partial liquidation of Landlord's damages. Landlord may deliver the Security Deposit to the purchaser of Landlord's interest in the Premises, in the event that such interest is sold, and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit.      ARTICLE 20         Marketing Fund and Advertising              20.01    Marketing Service; Tenant's Marketing Service Charge.    (a) Landlord shall establish an advertising and promotional service ("Marketing Service") to furnish and maintain advertising, marketing and sales promotions for the benefit of the Shopping Center.          (b)   The costs and expenses of the Marketing Service ("Marketing Service Costs") shall include all costs and expenses in connection therewith, including, but not limited to (i) the services of a marketing director, merchandising director and all staff and outside consultants (including professional marketing service organizations) deemed necessary by Landlord to carry out effectively the marketing,  29       merchandising and public relations objectives of the Marketing Service, including, without limitation, all payroll, payroll taxes, travel expenses and employee benefits of any such director and staff; (ii) all actual costs of advertising and promoting the Shopping Center, including, without limitation, radio, newspaper, television, direct and indirect costs of services, artwork, copy, printing, paper, stationery and supplies; and (iii) such office rent, equipment and supplies, utilities and telephones as may be deemed necessary by such marketing director. The marketing director, and all staff and consultants shall be under the exclusive control and supervision of Landlord and Landlord shall have sole authority to employ and discharge same.          (c)   In each Lease Year, Tenant shall pay to Landlord, as additional rent, the Tenant's Marketing Service Charge, which, subject to the provisions of subsection (e) of this Section, shall initially be equal to the Initial Marketing Service Charge set forth in Section 1.21.          (d)   Tenant's Marketing Service Charge shall be paid by Tenant in tnonthly installments, due on the first day of each calendar month.          (e)   Notwithstanding anything to the contrary contained in this Section 20.01, at the end of each Lease Year or partial Lease Year, as the case may be, or within such time thereafter as Landlord deems reasonable in its sole discretion, Landlord shall have the right to increase the Marketing Service Charge payable by Tenant for the current Lease Year, by a percentage equal to the greater of (a) the percentage increase, if any, over the preceding Lease Year or partial Lease Year, of the then current television, radio, print and outdoor advertising rates of the media used for advertising and promotions in the media market in which the Shopping Center is located, or (b) the percentage increase, if any, over the preceding Lease Year or partial Lease Year, of the current Consumer Price Index for All Urban Consumers U.S. Cities Average Revised (1982-84=100), published by the Bureau of Labor Statistics of the United States Department of Labor.          20.02    Landlord's Contribution.    Landlord shall contribute an amount equal to at least twenty-five percent (25%) of the monies collected by the marketing Service from tenants in the Shopping Center during each Lease Year, which sum may be paid in whole or in part by Landlord, at its option, by providing the services of a Marketing Director and/or other person or persons under Landlord's exclusive control to help organize and implement advertising and promotional programs, using the monies from the Marketing Service.          20.03    Advertising.    Tenant shall not change its Trade Name without the written permission of Landlord. Tenant, in all advertising, shall identify that the Premises are located in the Shopping Center by specifically setting forth the name of the Shopping Center in all written and oral advertising engaged in by Tenant concerning the Premises.          20.04    Solicitation of Business.    Tenant and Tenant's employees and agents shall not solicit business in the Common Areas, nor shall Tenant place any handbills or other advertising matter in or on automobiles parked in the parking area or in other Common Areas.          20.05    Opening Contribution.    At least sixty (60) days prior to commencement of the Term, Tenant shall pay to Landlord the Opening Contribution set forth in Section 1.22. The failure of any other tenant to so contribute in whole or in part shall in no way release Tenant from these obligations hereunder. Landlord shall contribute to the grand opening of the Shopping Center an amount at least equal to the aggregate contributions made by all tenants, including, without limitation, the Tenant.  30           ARTICLE 21         General Provisions              21.01    Successors.    Subject to Article 15, all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.          21.02    Notices.    All notices, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to the terms of this Lease shall be in writing and shall be deemed to have been properly given upon receipt or refusal if sent by registered or certified mail, postage prepaid, return receipt requested; or the day after being sent if sent by a nationally recognized overnight carrier service addressed to Tenant at Tenant's address or Landlord at Landlord's address, as the case may be. Landlord and Tenant shall each have the right from time to time to specify as its address for purposes of this Lease any other addresses in the United States of America upon three days notice thereof, similarly given, to the other party.          21.03    No Option.    The submission of this Lease for examination does not constitute an offer to enter into a lease, and this Lease shall become binding only upon execution and delivery hereof by Landlord and Tenant.          21.04    No Joint Venture.    The relationship of the parties is that of Landlord and Tenant only, and nothing in this Lease shall be construed as creating a partnership, joint venture, principal-agent or any other relationship. Except as expressly otherwise provided herein, neither party shall have any right or power to create any expense or liability chargeable to the other party.          21.05    Broker.    Landlord and Tenant represent and warrant to each other that they have not dealt with any broker or finder entitled to any commission, fee or other compensation by reason of the execution of this Lease except the Broker, if any, specified in Section 1.20, and Landlord and Tenant agree to indemnify and hold each other harmless from any charge, liability or expense (including attorney's fees) the other may suffer, sustain or incur in respect to any claim for a commission, finder's fee or other compensation by a broker or finder claiming by, through or under Landlord or Tenant, other than Broker. Landlord will satisfy any obligations to Broker in respect to this Lease pursuant to a separate written agreement between Landlord and Broker.          21.06    Financial Statements.    At the request of Landlord, Tenant shall, not later than ninety (90) days following the close of each fiscal year of Tenant during the Term and at such other times as Landlord may request, furnish to Landlord a balance sheet of Tenant as of the end of such fiscal year and a statement of income and expense for the fiscal year then ended together with an opinion of an independent certified public accountant of recognized standing to the effect that said financial statements have been prepared in conformity with generally accepted accounting principles consistently applied and fairly present the financial condition and results of operations of Tenant as of and for the period covered. Tenant shall also furnish to Landlord such additional financial reports certified by the chief financial officer of Tenant as Landlord may from time to time request.          21.07    Headings and Captions.    The headings and captions contained in this Lease are inserted for convenience of reference only, and are not to be deemed a part of or to be used in construing this Lease.          21.08    Use of Pronoun, Joint and Several Liability.    The necessity and grammatical changes required to make the provisions of this Lease apply in the plural sense where there is more than one Tenant and to either corporations, associations, partnerships or individuals, males or females, shall in all instances be assumed as though in each case fully expressed. If there is to be more than one Tenant, the liability of all such parties for compliance with and performance of the terms and covenants of this Lease shall be joint and several.  31               21.09    Partial Invalidity.    If any term or provision of this Lease which obligates the Landlord or the Tenant to pay an amount or perform an obligation shall be determined to 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 enforced to the fullest extent permitted by law.          21.10    Survival.    Any provision of this Lease which obligates the Landlord or the Tenant to pay an amount or perform an obligation before the commencement of the Term or after the expiration of the Term shall be binding and enforceable notwithstanding that payment or performance is not within the Term, and the same shall survive.          21.11    Definition of Landlord/Exculpation.    The term Landlord as used in this Lease, so far as the covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the Premises, and in the event of any transfer or transfers of title thereto, Landlord named herein (and in case of any subsequent transfer or conveyance, the then grantor) shall be automatically relieved from and after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed. It is expressly understood and agreed by and between parties hereto, anything herein to the contrary notwithstanding, that all of the representations, warranties, covenants, undertakings and agreements herein made on the part of Landlord while in form purporting to be the representations, warranties, covenants, undertakings and agreements by Landlord for the purposes or with the intention of binding Landlord personally, are made and intended for the purposes only of subjecting Landlord's interest in the Premises and the Shopping Center to the terms of this Lease and for no other purposes whatsoever, and that in the case of default hereunder by Landlord, the Tenant shall look solely to the interest of Landlord in the Premises and the Shopping Center for satisfaction of any obligation of Landlord to Tenant.          21.12    Time of Essence.    Time is of the essence of this Lease, and all provisions herein relating thereto shall be strictly construed.          21.13    Excuse of Performance.    Anything in this Lease to the contrary notwithstanding, Landlord shall not be deemed in default with respect to the performance of any terms, covenants and conditions of this Lease if such failure of performance shall be due to any strike, lock-out, boycott, labor dispute, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulation or control, inability to obtain any material or service, act of God, adverse weather conditions, energy shortage or any other cause whether similar or dissimilar, beyond the reasonable control of Landlord.          21.14    Accord and Satisfaction.    No payment by Tenant or receipt by Landlord of a lesser amount than the rent or other amounts herein stipulated shall be deemed a waiver, forgiveness or release of the full amount of rent and other amounts due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment thereof be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such amounts or pursue any other remedy provided in this Lease.          21.15    Entire Agreement.    This Lease and the Exhibits, Riders, Addenda and Guaranty, if any, attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions and understandings between Itandlord and Tenant concerning the Premises, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between Landlord and Tenant except those herein set forth. Except as otherwise provided herein, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by both of them.  32               21.16    Recordation.    Under no circumstances shall Tenant record this Lease. However, a Memorandum of Lease may be recorded at the expense of the party requesting such recordation.          21.17    Governing Law/Venue/Consent to Jurisdiction.    This Lease shall be construed and enforced in accordance with the laws of the State. Tenant hereby irrevocably and unconditionally (a) submits itself and its property to the jurisdiction of the courts of the State of Maryland, the courts of the United States for the District of Maryland, and the appellate courts thereof in any suit, action or other legal proceeding arising out of or relating to this Lease; (b) consents that any suit, action or other legal proceeding brought by Tenant on account of this Lease shall be brought in one of the courts described in (a) above, and (c) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any suit, action or other legal proceeding in any of those courts set forth in clause (a) above and any claim that any such suit, action or other legal proceeding brought in such court has been "brought in an inconvenient forum and agrees not to plead or claim the same. Tenant hereby irrevocably and unconditionally consents to the service of any and all process in any suit, action or other legal proceeding by mailing such process, by certified or registered mail, return receipt requested, to Tenant at its address set forth above. Tenant agrees that a final judgment in any such suit, action or other legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.          21.18    Corporate Tenants.    In the event the Tenant hereunder is a corporation, the persons executing this Lease on behalf of the Tenant hereby covenant and warrant that: the Tenant is a duly constituted corporation qualified to do business in the state in which the Shopping Center is located; all Tenant's franchise and corporate taxes have been paid to date; all future forms, reports, fees and other documents necessary for Tenant to comply with applicable laws will be filed by Tenant when due; and such persons are duly authorized by the board of directors of such corporation to execute and deliver this Lease on behalf of the corporation.          21.19    Waiver of Jury Trial.    LANDLORD, TENANT, ALL GUARANTORS AND ALL GENERAL PARTNERS WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE LANDLORD-TENANT RELATIONSHIP, TENANT'S USE OR OCCUPANCY OF THE PREMISES OR ANY CLAIM OF INJURY OR DAMAGE. TENANT CONSENTS TO SERVICE OF PROCESS AND ANY PLEADING RELATING TO ANY SUCH ACTION AT THE PREMISES; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING SUCH SERVICE AT THE PREMISES. LANDLORD, TENANT, ALL GUARANTORS AND ALL GENERAL PARTNERS OF TENANT WAIVE ANY OBJECTION TO THE VENUE OF ANY ACTION FILED IN ANY COURT SITUATED IN THE JURISDICTION IN WHICH THE SHOPPING CENTER IS LOCATED AND WAIVE ANY RIGHT UNDER THE DOCTRINE OF FORUM NON CONVENIENS OR OTHERWISE, TO TRANSFER ANY SUCH ACTION FILED IN ANY SUCH COURT TO ANY OTHER COURT.          21.20    Landlord's Management and Income Tax Provisions.    (a) Any services which Landlord is required to furnish pursuant to the provisions of this Lease may at Landlord's option be furnished from time to time, in whole or in part, by employees of Landlord or by the managing agent of the Shopping Center or the Land or by one or more third persons, and Landlord further reserves the right to require Tenant to enter into reasonable agreements with such persons in form and content approved by Landlord for the furnishing of such services.          (b)   Landlord shall have the right, at any time and from time to time, to unilaterally amend the provisions of the Lease if Landlord is advised by its counsel that all or any portion of the monies paid by Tenant to Landlord hereunder are, or may be deemed to be, unrelated business income within the meaning of the United States Internal Revenue Code, regulation issues thereunder, and Tenant agrees  33       that it will execute all documents or instruments necessary to effect such amendment or amendments, provided that no such amendment shall result in Tenant having to pay in the aggregate more money on account of its occupancy of the Premises under the terms of this Lease as so amended, and provided further that no such amendment or amendments. shall result in Tenant having less rights than it has prior to any such amendments or receiving under the provisions of this Lease less services than it is entitled to receive, nor services of a lesser quality.          21.21    Guaranty.    It shall be a condition precedent to the effectiveness of this Lease that the Guarantor execute the Guaranty in the form attached hereto as Exhibit F.         IN WITNESS WHEREOF, the parties have executed and delivered this Lease under seal as of the day and yedr first above written.     ATTEST/WITNESS:   LANDLORD:         THE AVENUE AT WHITE MARSH, LLC         BY:  Nottingham Village, Inc., its sole member              (SEAL)                  Name:    P. Douglas Dollenberg, Title:    President    ATTEST/WITNESS:    TENANT:         CARROLLTON BANK, a Maryland corporation    /s/  EDWARD R. BOOTEY          /s/  S.D. MILLER          (SEAL)             Edward R. Bootey   By: S.D. Miller Title: Executive Vice President    34      QuickLinks INDEX TO LEASE AGREEMENT  ARTICLE 1 Defined Terms ARTICLE 2 Grant and Term ARTICLE 3 Rent  ARTICLE 4 Construction of Improvements ARTICLE 5 Use of Premises ARTICLE 6 Quiet Enjoyment and Landlord's Right of Entry ARTICLE 7 Nuisance, Waste, Operations, Rules and Regulations ARTICLE 8 Compliance with Law, Liens, Indemnity ARTICLE 9 Maintenance and Repair of Premises ARTICLE 10 Common Areas and Charges ARTICLE 11 Fixtures/Building, Signs and Alterations  ARTICLE 12 Condemnation ARTICLE 13 Insurance ARTICLE 14 Damage or Destruction ARTICLE 15 Assignment, Subletting and Encumbrance ARTICLE 16 Default and Bankruptcy ARTICLE 17 Estoppel Certificates, Subordination, Mortgagee Protection  ARTICLE 18 Surrender and Holdover ARTICLE 19 Security Deposit ARTICLE 20 Marketing Fund and Advertising ARTICLE 21 General Provisions        EX-21.1 10 a2167997zex-21_1.htm EXHIBIT 21.1       QuickLinks  -- Click here to rapidly navigate through this document         EXHIBIT 21.1      Subsidiaries of Carrollton Bancorp    State of Incorporation   Owned by   Percentage Ownership      Carrollton Bank   Maryland   Carrollton Bancorp   100%   Carrollton Financial Services Inc.   Maryland   Carrollton Bank   100%   Carrollton Community Development Corp.   Maryland   Carrollton Bank   96.4%   Carrollton Mortgage Services, Inc.   Maryland   Carrollton Bank   100%    66      QuickLinks EXHIBIT 21.1        EX-23.1 11 a2167997zex-23_1.htm EXHIBIT 23.1       QuickLinks  -- Click here to rapidly navigate through this document         EXHIBIT 23.1   CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors Carrollton Bancorp     As Independent Registered Public Accounting Firm, we hereby consent to the incorporation of our report dated February 10, 2006 on the consolidated financial statements of Carrollton Bancorp and Subsidiary included in this Form 10-K into Carrollton Bancorp's previously filed registration statements on Form S-8, File Nos. 333-82915 and 333-120929.  Baltimore, Maryland February 10, 2006  67      QuickLinks EXHIBIT 23.1        EX-31.1 12 a2167997zex-31_1.htm EXHIBIT 31.1          EXHIBIT 31.1   CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER (EXCHANGE ACT RULE 13-A-14(A)   I, Robert A. Altieri, President and Chief Executive Officer, certify that:          (1)   I have reviewed this annual report on Form 10-K of Carrollton Bancorp;          (2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which the statements were made, not misleading with respect to the period covered by this report;          (3)   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;          (4)   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-15(c) for the registrant and have;           (a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;          (b)   designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;          (c)    evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of this disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and          (d)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and           (5)   The registrant's other certifying officers and I have disclosed to the registrant's auditors and the registrant's audit committee of the board of directors:           (a)   all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial information; and          (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.       Date: March 1, 2006       /s/  ROBERT A. ALTIERI       Robert A. Altieri President and Chief Executive Officer    68             EX-31.2 13 a2167997zex-31_2.htm EXHIBIT 31.2          EXHIBIT 31.2   CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER   I, James M. Uveges, Chief Financial Officer, certify that:          (1)   I have reviewed this annual report on Form 10-K of Carrollton Bancorp;          (2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;          (3)   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;          (4)   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;           (a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;          (b)   designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;          (c)    evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of this disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and          (d)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and           (5)   The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):           (a)   all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably like to adversely affect the registrant's ability to record, process, summarize and report financial information; and          (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.       Date: March 1, 2006       /s/  JAMES M. UVEGES       James M. Uveges Senior Vice President and Chief Financial Officer    69             EX-32.1 14 a2167997zex-32_1.htm EXHIBIT 32.1          EXHIBIT 32.1   CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER   I, Robert A. Altieri, President and Chief Executive Officer (Principal Executive Officer) of Carrollton Bancorp (the "Registrant'), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes/Oxley Act of 2002, to the best of my knowledge and belief, that:          (1)   such Form 10-K for the year ended December 31, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and          (2)   the information contained in such Form 10-K for the year ended December 31, 2005, fairly presents, in all material respects, the financial conditions and results of operations of Carrollton Bancorp.     /s/ Robert A. Altieri Robert A. Altieri President and Chief Executive Officer March 1, 2006        70             EX-32.2 15 a2167997zex-32_2.htm EXHIBIT 32.2          EXHIBIT 32.2   CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER    I, James M. Uveges, Senior Vice President and Chief Financial Officer (principal financial officer) of Carrollton Bancorp, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes/Oxley Act of 2002, to the best of my knowledge and belief, that:          (1)   such Form 10-K for the year ended December 31, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and          (2)   the information contained in such Form 10-K for the year ended December 31, 2005, fairly presents, in all material respects, the financial conditions and results of operations of Carrollton Bancorp.     /s/ James M. Uveges James M. 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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information        PART III
Directors and Executive Officers of the Registrant
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions
Principal Accounting Fees and Services        PART IV
Exhibits and Financial Statement Schedules         Signatures              2      FORWARD-LOOKING STATEMENTS      This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included or incorporated by reference in this Annual Report on Form 10-K, other than statements that are purely historical, are forward-looking statements. Statements that include the use of terminology such as "anticipates," "expects," "plans", "believes," "estimates" and similar expressions also identify forward-looking statements. The forward-looking statements are based on Carrollton Bancorp's current intent, belief and expectations. Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to:     Part I. Item 3. Legal Proceedings:    Statement regarding the impact on the Company of routine legal proceeding.      Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations:    Statements regarding loan growth in real estate development and construction and commercial loan portfolios in 2006. Statement regarding 2006 certificate of deposit pricing strategy. Statement regarding challenges facing management in terms of interest rates, growth in net interest income and overall management of the net interest margin. Statements regarding volatility in mortgage refinancing activity.      Part III. Item 7A. Quantitative and Qualitative Disclosures About Market Risk:    Statements regarding the Company's ability to limit exposure to interest rate risk. Statements regarding factors that influence demand for real estate loans. Statements regarding future revenue improvements. Statements regarding the sufficiency of the Company's allowance for loan losses.      Part IV. Item 8. Note 3. Investments:    Statement regarding anticipated changes in the fair value of securities in relation to market rates.      These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Actual results may differ materially from these forward-looking statements because of interest rate fluctuations, a deterioration of economic conditions in the Baltimore/ Washington metropolitan area, a downturn in the real estate market, losses from impaired loans, an increase in nonperforming assets, potential exposure to environmental laws, changes in federal and state bank laws and regulations, the highly competitive nature of the banking industry, a loss of key personnel, changes in accounting standards and other risks described in the Company's filings with the Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Carrollton Bancorp undertakes no obligation to update or revise the information contained in this Annual Report whether as a result of new information, future events or circumstances or otherwise. Past results of operations may not be indicative of future results.  3              PART I       ITEM 1: BUSINESS      General. – Carrollton Bancorp (the "Company"), a bank holding company registered under the Bank Holding Company Act of 1956, as amended, was organized on January 11, 1990, and is headquartered in Baltimore, Maryland. Carrollton Bank (the "Bank") is a commercial bank and the principal subsidiary of the Company. The Bank was chartered by an act of the General Assembly of Maryland (Chapter 727) approved April 10, 1900. The Bank is engaged in a general commercial and retail banking business and, as of December 31, 2005, had a total of eleven branch locations in Maryland with two branch locations in Baltimore City; three branch locations in Anne Arundel County; and five branches in Baltimore County. The Company's eleventh branch opened in Harford County in January 2005. The Bank's wholly owned subsidiaries are Carrollton Mortgage Services, Inc. ("CMSI"), which is used primarily to originate and sell residential mortgage loans and Carrollton Financial Services, Inc. ("CFS"), which provides brokerage services. Carrollton Community Development Corporation ("CCDC") is a 96.4% owned subsidiary of the Bank which promotes, develops and improves the housing and economic conditions of people in Maryland, particularly the Metropolitan Baltimore area.     The Bank also operated a network of ATMs in Maryland, Virginia, and West Virginia and sponsors national retailers who accept ATM cards for purchases in various electronic networks. On September 22, 2005, Wal-Mart notified the Bank of its intention to terminate the agreement for the Bank to provide ATM's at Wal-Mart, Sam's Club, and Wal-Mart Supercenters in Maryland, Virginia, and West Virginia. The effective date of the termination was January 22, 2006.     The Bank is an independent, community bank that seeks to provide personal attention and professional financial services to its customers while offering virtually all of the banking services of larger competitors. Our customers are primarily individuals and small and medium-sized businesses. The Bank's business philosophy includes offering informed and courteous service, local and timely decision-making, flexible and reasonable operating procedures and consistently applied credit policies.     The executive offices of the Company and the principal office of the Bank are located at 344 North Charles Street, Baltimore, Maryland 21201, telephone number (410) 536-4600. The Company files quarterly and annual reports with the Securities and Exchange Commission ("SEC") on forms 10-Q and 10-K, respectively, proxy materials on Schedule 14A and current reports on Form 8-K. The Company makes available, free of charge, all of these reports, as well as any amendments, through the Company's Internet site as soon as is reasonably practicable after they are filed electronically with the SEC. The address of that site is  http://www.carrolltonbank.com. To access the SEC reports, click on "Insider Transactions—SEC Filings"—"SEC Filings". The SEC also maintains an internet site that contains reports, proxy materials and information statements at  http://sec.gov. In addition, the Company will provide paper copies of filings free of charge upon written request.     Description of Services. – The Bank provides a broad range of consumer and commercial banking products and services to individuals, businesses, professionals and governments. The services and products have been designed in such a manner as to appeal to consumers and business principals.     The following is a partial listing of the types of services and products that the Bank offers:    •Commercial loans for businesses, including those for working capital purposes, equipment purchases and accounts receivable and inventory financing. •Commercial and residential real estate loans for acquisition, refinancing and construction. •Consumer loans including automobile loans, home equity loans and lines of credit. •Loans guaranteed by the United States Small Business Administration. •Money market deposits, demand deposits, NOW accounts, savings accounts and certificates of deposit. •Internet banking including electronic bill payment •Letters of credit and remittance services. •Credit and debit card services. •Merchant credit card deposit servicing. •Brokerage services for stocks, bonds, mutual funds and annuities. •A 24-hour ATM network.   4          •After-hours depository services. •Safe deposit boxes. •Point of Sale (POS) services. •Other services, such as direct deposit, traveler's checks and IRAs.       Customer service hours for the Bank are competitive with other institutions in the market area. The Bank also acts as a reseller of services purchased from third party vendors for customers requiring services not offered directly by the Bank.     Lending Activities. – The Bank makes various types of loans to borrowers based on, among other things, an evaluation of the borrowers' net asset value, cash flow, security and ability to repay. Loans to consumers include home mortgage loans, home equity lines of credit, home improvement loans, overdraft lines of credit, and installment loans for automobiles, boats and recreational vehicles. The Bank also makes loans secured by deposit accounts and common stocks. The Bank's commercial loan product line includes commercial mortgage loans, time and demand loans, lines and letters of credit, and acquisition, development and construction financing. The Notes to the Consolidated Financial Statements contained in Part II, Item 8 report the classification by type of loan for the whole portfolio.     First and second residential mortgage loans, made principally through the Bank's subsidiary, CMSI, enable customers to purchase or refinance residential properties. These loans are secured by liens on the residential property. All first mortgage loans with a loan to value ratio greater then 80% have private mortgage insurance coverage equal to or greater than the amount required under the Federal National Mortgage Association guidelines. Residential loans are considered low risk based on the type of collateral (residential property) and the underwriting standards used. The Bank experienced no losses on residential mortgage loans and recoveries of $14,874 in 2005. The Bank experienced losses of $746 and recoveries of $8,087 in 2004. The Bank experienced losses of $8,709 and recoveries of $0 in 2003. There were no residential mortgage loans delinquent more than 90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to residential mortgage loans known to management.     Home equity lines of credit are typically second mortgage loans (sometimes first mortgages) secured by the borrower's primary residence structured as a revolving borrowing line with a maximum loan amount. Customers write checks to access the line. Generally, the Bank has a second lien on the property behind the first mortgage lien holder. The Bank has a number of different equity loan products that it offers. Borrowers can choose between fixed rate loans or loans tied to the prime rate with margins ranging from 0% to 1.5%. The Bank will finance up to 90% of the value of the home in combination with the first mortgage loan balance, depending on the rate and program. Home equity loans carry a higher level of risk than first mortgage residential loans because of the second lien position on the property, and because a higher loan to value ratio is used in the underwriting of the loan. However, the overall risk of loss on home equity loans is also considered low due to the underlying values of the collateral. The Bank experienced losses on home equity loans of $0 and recoveries of $7,700 during 2005. The Bank experienced losses on home equity loans during 2004 of $7,000 and recoveries of $0. The Bank experienced losses on home equity loans during 2003 of $8,189 and recoveries of $0. There were $242,000 of home equity loans delinquent more than 90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to home equity loans known to management.     Commercial and investment mortgage loans are first mortgage loans made to individuals or to businesses to finance acquisitions of plant or earning assets, such as rental property. These loans are secured by a first mortgage lien on the commercial property, and may be further secured by other property or other assets depending on the value of the mortgaged property. In most instances, these loans are guaranteed personally by the principals. The Bank typically looks for cash flow from the business at least equal to 115% coverage of the business debt service, and for income-producing property to be self-supporting, generally, with a minimum debt service coverage ratio of 120% to 125%. Commercial mortgage loans carry more risk than residential real estate loans. Commercial mortgage loans tend to be larger in size, and the properties tend to exhibit more fluctuation in value. The repayment of the loan is primarily dependent on the success of the business itself, or the tenants in the case of income producing property. Economic cycles can affect the success of a business. The Bank experienced no losses on commercial mortgage loans during 2005, 2004, and 2003, respectively. There were $1.1 million of commercial mortgage loans past due more than 90 days at December 31, 2005. There are no known discernible delinquency or loss trends relating to commercial mortgage loans.     Construction and land development loans are loans to finance the acquisition and development of parcels of land and to construct residential housing or commercial property. The Bank typically will finance 70% to 80% of the discounted future value of these projects, or 80% of value or 90% of cost, whichever is less, on a single-family detached home. The loan is collateralized by the project or real estate itself, and other assets or guarantees of the principals in most cases. Repayment to the Bank is anticipated from the proceeds of sale of the final units, or  5       permanent mortgage financing on a residential construction loan for a single borrower. These types of loans carry a higher degree of risk than a commercial mortgage loan. Interest rates, buyer preferences, and desired locations are all subject to change during the period from the time of the loan commitment to final delivery of the final unit, all of which can change the economics of the project. In addition, real estate developers to whom these loans are typically made are subject to the business risk of operating a business in a competitive environment. The Bank did not experience any losses or recoveries on construction and land development loans during 2005, 2004, or 2003. There were no construction and land development loans past due more than 90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to construction and land development loans known to management.     Demand and time loans and lines of credit are loans to businesses for relatively short periods of time, usually not more than one year. These loans are made for any valid business purpose. These loans may be secured by assets of the borrower or guarantor, but may be unsecured based on the personal guarantee of the principal. If secured, loans may be made for up to 100% of the value of the collateral. The businesses to which these loans are made are subject to normal business risk, and cash flows of the business may be subject to economic cycles. In addition, the value of the collateral may fluctuate. If guaranteed by the principal, the net worth and assets of the principal may be dissipated by demands of the business, or due to other factors. The Bank had losses of $123,578 and recoveries of $130,904 on time demand and loans in 2005. The Bank had losses of $192,440 and recoveries of $67,111 on demand and time loans in 2004. The Bank had losses of $200,173 and recoveries of $58,034 on demand and time loans in 2003. There were no demand and time and line of credit loans delinquent more than 90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to demand and time loans or lines of credit known to management.     Home improvement loans are loans made to borrowers to complete improvements to their homes including such projects as room additions, swimming pool installations or new roofs. The Bank makes unsecured home improvement loans to a maximum amount of $15,000. Any loan above that limit is secured by a deed of trust. Borrowers are required to own their home, and to meet certain income and debt ratio requirements. The Bank also reviews the credit history of all applicants. Because they are unsecured or secured by a deed of trust, these loans are more risky than first mortgage residential lending. This risk is mitigated somewhat based on the fact that the loans are used to improve the borrower's home, typically a borrower's most significant asset. In addition, the debt-to-income ratio requirement helps determine the borrower's current ability to repay the loan. The Bank had charge-offs of home improvement loans of $0, $10,020, and $3,170, in 2005, 2004 and 2003, respectively. There were recoveries of $0, $14,898, and $21,922, in 2005, 2004, and 2003, respectively. There were no home improvement loans delinquent more than 90 days at December 31, 2005. There are no discernible loss or delinquency trends relating to home improvement loans known to management.     The remainder of the consumer loan portfolio is comprised of installment loans for automobiles, boats and recreational vehicles ("RV"), overdraft protection lines, and loans secured by deposit accounts or stocks. The largest portion of this group is installment loans for automobiles and other vehicles. The Bank will finance up to 90% of the cost of a new car purchase, or the maximum loan amount as determined by the National Automobile Dealers Association (NADA) publication for used cars. The Bank will finance up to 85% of the cost of a new boat or RV, or the maximum loan amount determined by the NADA Boat/RV Guide for used Boats and RVs. These loans are secured by the vehicle purchased. Borrowers must meet certain income and debt ratio requirements, and a credit review is performed on each applicant. These types of loans are subject to the risk that the value of the vehicle will decline faster than the amount due on the loan. However, the income-to-debt ratio requirement helps determine the borrower's current ability to repay. The Bank had no losses on automobile loans in 2005, 2004, or 2003, and recoveries of $0, $0, and $369, in 2005, 2004 and 2003, respectively. There were no automobile or other vehicle loans past due more than 90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to automobile or other vehicle loans known to management.     Overdraft lines and other personal loans are unsecured lending arrangements. These loans or lines of credit are made to allow customers to easily make purchases of consumer goods. If the lines are handled as agreed, they will typically be automatically renewed each year. Because they are unsecured, these loans carry a higher level of risk than secured lending transactions. The Bank attempts to mitigate significant risk by establishing fairly low credit limits. Net charge-offs in 2005, 2004, and 2003 were $1,927, $43,470, and $34,000, respectively. There were $25,000 of overdraft loans and other personal loans past due more than 90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to overdraft lines and other personal loans known to management.     Loans secured by savings accounts and stock and bond certificates are secured lending arrangements. The Bank will advance funds for up to 95% of balances in savings or certificate of deposit accounts. The Bank will advance funds up to 60% of the market value of actively traded stock certificates and bonds or 50% of the market value of listed but not actively traded stocks and bonds. Loans secured by stocks and bonds are subject to margin calls to maintain the loan to value ratio. Collateral is not released until the loan is repaid, and the borrower is generally required to pay interest monthly. There were no losses on loans secured by savings accounts or stock and bond certificates during 2005, 2004, or 2003. Recoveries on loans secured by stocks and bonds were $0, $411, and $0 in 2005, 2004, and 2003, respectively. There were no loans secured by savings accounts or stock and bond certificates past due more than  6       90 days at December 31, 2005. There are no discernible delinquency or loss trends relating to loans secured by savings accounts or stock and bond certificates known to management.     The Bank is the principal originator of the loans it makes, at this time. In prior periods, residential mortgage loans and home equity loans and lines of credit were predominantly purchased from a network of brokers or other types of originators with whom the Bank did business. The Bank has sold some loans in the secondary market and therefore derives a small amount of noninterest income from serviced loans. These income amounts are not significant to the amounts of noninterest income derived from other sources.     CMSI originates adjustable and fixed-rate residential mortgage loans at terms and conditions and with documentation that permit their sale in the secondary mortgage market. CMSI's practice is to immediately sell substantially all residential mortgage loans in the secondary market with servicing released.     CCDC was established in 1995 for the purpose of promoting, developing, and improving the housing and economic conditions of people in Maryland with particular emphasis in the Metropolitan Baltimore area. CCDC promotes through loans, investments, and other transactions, efforts to increase housing for low and moderate-income individuals.     Investment Activities. – The Company maintains a portfolio of investment securities to provide liquidity and income. The current portfolio amounts to about 13% of total assets, and is invested primarily in U.S. government agency securities, state and municipal bonds, corporate bonds, and mortgage-backed securities with maturities varying from 2006 to 2031, as well as equity securities.     Deposit Services. – The Bank offers a wide range of both personal and commercial types of deposit accounts and services as a means of gathering funds. Deposit accounts available include noninterest-bearing demand checking, interest-bearing checking (NOW accounts), savings, money market, certificates of deposit, and individual retirement accounts. Deposit accounts carry varying fee structures depending on the level of services desired by the customer. Interest rates vary depending on the balance in the account maintained by the customer. Commercial deposit customers may also choose an overnight investment account which automatically invests excess balances available in demand accounts on a daily basis in repurchase agreements. The Bank's customer base for deposits is primarily retail in nature. The Bank also offers certificates of deposit over $100,000 to its retail and commercial customers. The Bank has used deposit brokers in the past and may do so in the future to meet liquidity needs. The balance of accounts over $100,000 is not significant, and these accounts are offered principally as accommodations to existing customers.     The Company offers Certificate of Deposit Registry Service ("CDARS") deposits to its customers. This is a program which allows customers to deposit more than would normally be covered by FDIC insurance. CDARS is a nationwide program that allows participating banks to "swap" customer deposits so that no customer has greater than the insurable maximum in one bank, but the customer only deals with his/her own bank.     In addition to traditional deposit services, the Bank offers telephone banking services, internet banking services and internet bill paying services to its customers.     Brokerage Activities. – CFS provides full service brokerage services for stocks, bonds, mutual funds and annuities. For 2005, commission income totaled $668,000 and net income was $158,000.     Market. – The Company considers its core markets to be the communities within the Baltimore Metropolitan Statistical Area ("Baltimore MSA"), particularly Baltimore City and the counties of Baltimore, Anne Arundel and Harford. Lending activities are more broad and include areas outside of the Baltimore MSA. CMSI operates in Delaware, Pennsylvania, Virginia and West Virginia in addition to its core Maryland operations.     Competition. – The Bank faces strong competition in all areas of its operations. This competition comes from entities operating in Baltimore City, Baltimore County, Anne Arundel County, Harford County, and Carroll County, and includes branches of some of the largest banks in Maryland. Its most direct competition for deposits historically has come from other commercial banks, savings banks, savings and loan associations and credit unions. The Bank also competes for deposits with money market funds, mutual funds and corporate and government securities. The Bank competes with the same banking entities for loans, as well as mortgage banking companies and other institutional lenders. The competition for loans varies from time to time depending on certain factors, including, among others, the general availability of lendable funds and credit, general and local economic conditions, current interest rate levels, conditions in the mortgage market and other factors which are not readily predictable. Some of the Bank's competitors have greater assets and operating capacity than the Bank.     Current federal law allows the acquisition of banks by bank holding companies nationwide. Further, federal and Maryland law permit interstate banking. Recent legislation has broadened the extent to which financial services companies, such as investment banks and insurance companies, may control commercial banks. As a consequence of these developments, competition in the Bank's principal market may increase, and a further consolidation of financial institutions in Maryland may occur.  7            Asset Management. – The Bank makes available several types of loan services to its customers as described above, depending on customer needs. Recent emphasis has been made on originating short-term (one year or less), variable rate commercial loans and variable rate home equity lines of credit, with the balance of its funds invested in consumer/installment loans and real estate loans, both commercial and residential. In addition, a portion of the Bank's assets is invested in high-grade securities and other investments in order to provide income, liquidity and safety. Such investments include U.S. government agency securities, corporate bonds, mortgage-backed securities and collateralized mortgage obligations, as well as advances of federal funds to other member banks of the Federal Reserve System. Subject to the effects of taxes, the Bank also invests in tax-exempt state and municipal securities with a minimum rating of "A" by a recognized ratings agency. The Bank's primary source of funds is customer deposits. The risk of non-repayment (or deferred payment) of loans is inherent in the business of commercial banking, regardless of the type of loan or borrower. The Bank's efforts to expand its loan portfolio to small and medium-sized businesses may result in the Bank undertaking certain lending risks which are somewhat different from those involved in loans made to larger businesses. The Bank's management evaluates all loan applications and seeks to minimize the exposure to credit risks through the use of thorough loan application, approval and monitoring procedures. However, there can be no assurance that such procedures significantly reduce all risks.     Employees. – As of December 31, 2005, the Bank and its subsidiaries had 157 full time equivalent employees, 31 of whom were officers. Each officer generally has responsibility for one or more loan, banking, customer contact, operations, or subsidiary functions. Non-officer employees are employed in a variety of administrative capacities. Management believes that it has a favorable relationship with its employees.  CRITICAL ACCOUNTING POLICIES      The Company's financial condition and results of operations are sensitive to accounting measurements and estimates of matters that are inherently uncertain. When applying accounting policies in areas that are subjective in nature, management must use its best judgment to arrive at the carrying value of certain assets. One of the most critical accounting policies applied is related to the valuation of the loan portfolio.     A variety of estimates impact carrying value of the loan portfolio including the calculation of the allowance for loan losses, valuation of underlying collateral and the timing of loan charge-offs.     The allowance for loan losses is one of the most difficult and subjective judgments. The allowance is established and maintained at a level that management believes is adequate to cover losses resulting from the inability of borrowers to make required payments on loans. Estimates for loan losses are arrived at by analyzing risks associated with specific loans and the loan portfolio. Current trends in delinquencies and charge-offs, the views of Bank regulators, changes in the size and composition of the loan portfolio and peer comparisons are also factors. The analysis also requires consideration of the economic climate and direction and change in the interest rate environment, which may impact a borrower's ability to pay, legislation impacting the banking industry and economic conditions specific to the Bank's service area. Because the calculation of the allowance for loan losses relies on estimates and judgments relating to inherently uncertain events, results may differ from our estimates.     Another critical accounting policy is related to securities. Securities are evaluated periodically to determine whether a decline in their value is other than temporary. The term "other than temporary" is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.  SUPERVISION AND REGULATION      General. – The Company and Bank are extensively regulated under federal and state law. Generally, these laws and regulations are intended to protect depositors, not stockholders. The following is a summary description of certain provisions of certain laws, which affect the regulation of banks and holding companies. The discussion is qualified in its entirety by reference to applicable laws and regulations. Changes in these laws and regulations may have a material effect on the business and prospects of the Company and the Bank.     As a bank holding company, the Company is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA"). The BHCA is administered by the Board of Governors of the Federal Reserve System (the "Board of Governors"), and the Company is required to file with the Board of Governors such reports and information as may be required pursuant to the BHCA. The Board of Governors also may examine the Company and any of its nonbank subsidiaries. The BCHA requires every bank holding company to obtain the prior approval of the Board of Governors before: (i) it or any of its subsidiaries (other than a bank) acquires substantially all of the assets of any bank; (ii) it acquires ownership or control of any voting shares of any bank if after such acquisition it would own or control, directly or indirectly, more than five percent of the voting shares of such bank; or (iii) it merges or consolidates with any other bank holding company.  8          Under the BHCA, a bank holding company is generally prohibited from engaging in, or acquiring direct or indirect control of more than five percent (5%) of the voting shares of any company engaged in non-banking activities. A major exception to this prohibition is for activities the Board of Governors finds, by order or regulation, to be so closely related to banking or managing or controlling banks. Some of the activities that the Board of Governors has determined by regulation to be properly incident to the business of a bank holding company are: making or servicing loans and certain types of leases; engaging in certain investment advisory and discount brokerage activities; performing certain data processing services; acting in certain circumstances as a fiduciary or as an investment or financial advisor; ownership of certain types of savings associations; engaging in certain insurance activities; and making investments in certain corporations or projects designed primarily to promote community welfare.     Federal and State Bank Regulation. The Bank is a Maryland state-chartered bank, with all the powers of a commercial bank, regulated and examined by the Office of the Maryland Commissioner of Financial Regulation (the "Commissioner') and the Federal Deposit Insurance Corporation ("FDIC"). The Commissioner and the FDIC have extensive enforcement authority over the institutions they regulate to prohibit or correct activities which violate law, regulations or written agreements with the regulator, or which are deemed to constitute unsafe or unsound practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions.     In its lending activities, the maximum legal rate of interest, fees and charges which a financial institution may charge on a particular loan depends on a variety of factors such as the type of borrower, the purpose of the loan, the amount of the loan and the date the loan is made. Other laws tie the maximum amount, which may be loaned to any one customer and its related interests to capital levels. The Bank is also subject to certain restrictions on extensions of credit to executive officers, directors, principal stockholders or any related interest of such persons which generally require that such credit extensions be made on substantially the same terms as are available to third persons dealing with the Bank and not involve more than the normal risk of repayment.     The Community Reinvestment Act ("CRA") requires that in connection with the examination of financial institutions within their jurisdictions, the FDIC evaluate the record of the financial institutions in meeting the credit needs of their local communities, including low and moderate-income neighborhoods, consistent with the safe and sound operation of these banks. The factors are also considered by all regulatory agencies in evaluating mergers, acquisitions and applications to open a branch or facility. As of the date of its most recent examination report, the Bank has a CRA rating of "Satisfactory."     Under the Federal Deposit Insurance Corporation Improvement Act of 1991("FDICIA"), each federal banking agency is required to prescribe, by regulation, non-capital safety and soundness standards for institutions under its authority. The federal banking agencies, including the FDIC, have adopted standards covering internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. An institution that fails to meet those standards may be required by the agency to develop a plan acceptable to the agency, which specifies the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. The Bank believes that it meets substantially all standards which have been adopted. FDICIA also imposed new capital standards on insured depository institutions described under the caption, "Capital Requirements."     Before establishing new branch offices, the Bank must meet certain minimum capital stock and surplus requirements. Prior to establishment of the branch, the Bank must obtain Commissioner and FDIC approval. If establishment of the branch involves the purchase of a bank building or furnishings, the total investment in bank buildings and furnishings cannot exceed, with certain exceptions, 75% of the Bank's unimpaired capital and surplus.     Deposit Insurance. As an FDIC insured institution, deposits of the Bank are currently insured to a maximum of $100,000 per depositor through the Bank Insurance Fund ("BIF"). The FDIC is required to establish the semi-annual assessments for BIF-insured depository institutions at a rate determined to be appropriate to maintain or increase the reserve ratio of the respective deposit insurance funds at or above 1.25 percent of estimated insured deposits or at such higher percentage that the FDIC determines to be justified for that year by circumstances raising significant risk of substantial future losses to the fund. The Bank currently pays a  de minimus semi-annual assessment.     Limits on Dividends and Other Payment. Both federal and state laws impose restrictions on the ability of the Bank to pay dividends. The Federal Reserve Board ("FRB") has issued a policy statement, which provides that, as a general matter, insured banks may pay dividends only out of prior operating earnings. For a Maryland state-chartered bank, dividends may be paid out of undivided profits or, with the prior approval of the Commissioner, from surplus in excess of 100% of required capital stock. If, however, the surplus of a Maryland bank is less than 100% of its required capital stock, cash dividends may not be paid in excess of 90% of the net earnings. In addition to these specific restrictions, bank regulatory agencies, in general, also have the ability to prohibit proposed dividends by a financial  9       institution, which would otherwise be permitted under applicable regulations if the regulatory body determines that such distribution would constitute an unsafe or unsound practice.     Capital Requirements. The FDIC adopted certain risk-based capital guidelines to assist in the assessment of the capital adequacy of a banking organization's operations for both transactions reported as assets on the balance sheet and transactions, such as letters of credit and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 100% for assets with relatively high credit risk, such as business loans.     A banking organization's risk-based capital ratios are obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure risk-adjusted assets, which include off balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. "Tier 1," or core capital, includes common equity, perpetual preferred stock (excluding auction rate issues) and minority interest in equity accounts of consolidated subsidiaries, less goodwill and other intangibles, subject to certain exceptions. "Tier 2," or supplementary capital, includes, among other things, limited-life preferred stock, hybrid capital instruments, mandatory convertible securities, qualifying subordinated debt, and the allowance for loan losses, subject to certain limitations and less required deductions. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies. Banks subject to the risk-based capital guidelines are required to maintain a ratio of Tier 1 capital to risk-weighted assets of at least 4% and a ratio to total capital to risk-weighted assets of at least 8%. The appropriate regulatory authority may set higher capital requirements when particular circumstances warrant.     In August 1995 and May 1996, the federal banking agencies adopted final regulations specifying that the agencies will include, in their evaluations of a bank's capital adequacy, an assessment of the bank's interest rate risk ("IRR") exposure. The standards for measuring the adequacy and effectiveness of a banking organization's interest rate risk management include a measurement of board of director and senior management oversight, and a determination of whether a banking organization's procedures for comprehensive risk management are appropriate to the circumstances of the specific banking organization. The Bank has internal IRR models that are used to measure and monitor IRR. Additionally, the regulatory agencies have been assessing IRR on an informal basis for several years. For these reasons the addition of IRR evaluation to the agencies' capital guidelines does not result in significant changes in capital requirements for the Bank.     Failure to meet applicable capital guidelines could subject a banking organization to a variety of enforcement actions, including limitations on its ability to pay dividends, the issuance by the applicable regulatory authority of a capital directive to increase capital and, in the case of depository institutions, the termination of deposit insurance by the FDIC, as well as to the measures described under the caption, "Federal Deposit Insurance Corporation Improvement Act of 1991" below, as applicable to undercapitalized institutions. In addition, future changes in regulations or practices could further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect the ability of the Bank to grow and could restrict the amount of profits, if any, available for the payment of dividends to the stockholders.     Federal Deposit Insurance Corporation Improvement Act of 1991. In December 1991, Congress enacted FDICIA, which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made significant revisions to several other federal banking statutes. FDICIA provides for, among other things, (i) publicly available annual financial condition and management reports for financial institutions, including audits by independent accountants, (ii) the establishment of uniform accounting standards by federal banking agencies, (iii) the establishment of a "prompt corrective action" system of regulatory supervision and intervention, based on capitalization levels, with more scrutiny and restrictions placed on depository institutions with lower levels of capital, (iv) additional grounds for the appointment of a conservator or receiver, and (v) restrictions or prohibitions on accepting brokered deposits, except for institutions which significantly exceed minimum capital requirements. FDICIA also provides for increased funding of the FDIC insurance funds and the implementation of risk-based premiums, described further under the caption "Deposit Insurance."     A central feature of FDICIA is the requirement that the federal banking agencies take "prompt corrective action" with respect to depository institutions that do not meet minimum capital requirements. Pursuant to FDICIA, the federal bank regulatory authorities have adopted regulations setting forth a five-tiered system for measuring the capital adequacy of the depository institutions that they supervise. Under these regulations, a depository institution is classified in one of the following capital categories: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual capital position if, among other things, it receives an unsatisfactory examination rating with respect to asset quality, management, earnings or liquidity. The Bank is currently "well capitalized."     FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a cash dividend) if the depository institution would thereafter be undercapitalized. Undercapitalized depository  10       institutions are subject to growth limitations and are required to submit capital restoration plans. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized depository institutions may be subject to a number of other requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and stop accepting deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator; generally within 90 days of the date such institution is determined to be critically undercapitalized.     FDICIA provides the federal banking agencies with significantly expanded powers to take enforcement action against institutions, which fail to comply with capital or other standards. Such action may include the termination of deposit insurance by the FDIC or the appointment of a receiver or conservator for the institution. FDICIA also limits the circumstances under which the FDIC is permitted to provide financial assistance to an insured institution before appointment of a conservator or receiver.     Financial Modernization. In November 1999, the Gramm-Leach-Bliley Act ("GLBA") was signed into law. Effective in pertinent part on March 11, 2000, GLBA revises the Bank Holding Company Act of 1956 and repeals the affiliation provisions for the Glass-Steagall Act of 1933, which, taken together, limited the securities, insurance and other non-banking activities of any company that controls a FDIC insured institution. Under GLBA, bank holding companies can elect, subject to certain qualifications, to become a "financial holding company." GLBA provides that a financial holding company may engage in a full range of financial activities, including, insurance and securities sales and underwriting activities, and real estate development, with the expedited notice procedures.     Maryland law generally permits Maryland state-chartered banks, including the Bank, to engage in the same activities, directly or through an affiliate, as national banks. GLBA permits certain qualified national banks to form financial subsidiaries, which have broad authority to engage in all financial activities except insurance underwriting, insurance investments, real estate investment or development, or merchant banking. Thus, GLBA has the effect of broadening the permitted activities of Maryland state-chartered banks.  THE PATRIOT ACT      The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "PATRIOT Act") requires financial institutions to develop a customer identification plan that includes procedures to:    •Collect identifying information about customers opening a deposit or loan account •Verify customer identity •Maintain records of the information used to verify the customer's identity •Determine whether the customer appears on any list of suspected terrorists or terrorist organizations   Under the provisions of the PATRIOT Act, the Bank is also required from time to time to search its customer data base for the names of known or suspected terrorists as provided by the government.     Due to the extensive regulation of the commercial banking business in the United States, the Company is particularly susceptible to changes in federal and state legislation and regulations.  GOVERNMENTAL MONETARY POLICIES AND ECONOMIC CONTROLS      The Company is affected by monetary policies of regulatory agencies, including the Federal Reserve Board, which regulates the national money supply in order to mitigate recessionary and inflationary pressures. Among the techniques available to the Federal Reserve Board are: engaging in open market transactions in U.S. Government securities, changing the discount rate on bank borrowings, changing reserve requirements against bank deposits, prohibiting the payment of interest on demand deposits, and imposing conditions on time and savings deposits. These techniques are used in varying combinations to influence the overall growth of bank loans, investments and deposits. Their use may also affect interest rates charged on loans or paid on deposits. The effect of governmental policies on the earnings of the Company cannot be predicted. However, the Company's earnings will be impacted by movement in interest rates, as discussed in Part II Item 7a. "Quantitative and Qualitative Disclosure About Market Risk."      ITEM 1A: RISK FACTORS      The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us and our business. If any of these risks were to occur, our business, financial condition or results of operations could be materially and adversely affected.     We face significant competition for banking services in our primary market in which we operate. Competition in the local banking industries may limit our ability to attract and retain customers. We may face competition now and in the  11       future from the following: other local and regional banking institutions, including larger commercial banking organizations; savings banks; credit unions; other financial institutions; and non-bank financial services companies serving the area.     In particular, our competitors may possess greater resources that may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits, which enable them to serve the credit needs of larger customers. We also face competition from out-of-state financial intermediaries that have opened low-end production offices or that solicit deposits in their respective market areas. If we are unable to attract and retain banking customers we may be unable to continue our loan growth and level of deposits and our results of operations and financial condition may otherwise be negatively affected.     In the past, we have expanded our operations into non-banking activities such as insurance-related products and brokerage services. We may have difficulty competing with more established providers of these products and services due to the intense competition in many of these industries. In addition, we may be unable to attract and retain non-banking customers due to a lack of market and product knowledge or other industry specific matters or an inability to attract and retain qualified, experienced employees. Our failure to attract and retain customers with respect to these non-banking activities could negatively impact our future earnings.     Our main source of income from operations is net interest income, which is equal to the difference between the interest income received on loans, investment securities and other interest-earning assets and the interest expense incurred in connection with deposits, borrowings and other interest-bearing liabilities. As a result, our net interest income can be affected by changes in market interest rates. These rates are highly sensitive to many factors beyond our control, including general economic conditions, both domestic and foreign, and the monetary and fiscal policies of various governmental and regulatory authorities. We have adopted asset and liability management policies to try to minimize the potential adverse effects of changes in interest rates on our net interest income, primarily by altering the mix and maturity of loans, investments and funding sources. However, even with these policies in place, we cannot provide assurance that changes in interest rates will not negatively impact our operating results.     An increase in interest rates also could have a negative impact on our business by reducing the ability of borrowers to repay their current loan obligations, which could not only result in increased loan defaults, foreclosures and write-offs, but also necessitate further increases to our allowance for loan losses. Increases in interest rates also may reduce the demand for loans and, as a result, the amount of loan and commitment fees. In addition, fluctuations in interest rates may result in disintermediation, which is the flow of funds away from depository institutions into direct investments that pay higher rates of return, and may affect the value of our investment securities and other interest-earning assets.     If our customers default on the repayment of their loans, our profitability could be adversely affected. A borrower's default on its obligations under one or more of our loans may result in lost principal and interest income and increased operating expenses as a result of the allocation of management time and resources to the collection and work-out of the loans. If collection efforts are unsuccessful or acceptable workout arrangements cannot be reached, we may have to write-off the loans in whole or in part. Although we may acquire any real estate or other assets that secure the defaulted loans through foreclosure or other similar remedies, the amount owed under the defaulted loans may exceed the value of the assets acquired.     Our management periodically makes a determination of our allowance for loan losses based on available information, including the quality of our loan portfolio, economic conditions, and the value of the underlying collateral and the level of our non-accruing loans. If our assumptions prove to be incorrect, our allowance may not be sufficient. Increases in this allowance will result in an expense for the period. If, as a result of general economic conditions or an increase in nonperforming loans, management determines that an increase in our allowance for loan losses is necessary, we may incur additional expenses.     In addition, as an integral part of their examination process, bank regulatory agencies periodically review our allowance for loan losses and the value we attribute to real estate acquired through foreclosure or other similar remedies. These regulatory agencies may require us to adjust our determination of the value for these items. These adjustments could negatively impact our results of operations or financial condition.     Because we serve primarily individuals and smaller businesses, the ability of our customers to repay their loans is impacted by the economic conditions in these areas. As of December 31, 2005, approximately 78% of our loan portfolio consisted of commercial loans, defined as commercial and industrial, municipal, multi-family, commercial real estate and construction loans. Thus, our results of operations, both in terms of the origination of new loans and the potential default of existing loans, is heavily dependent upon the strength of local businesses.     We have traditionally obtained funds principally through deposits and borrowings. As a general matter, deposits are a cheaper source of funds than borrowings, because interest rates paid for deposits are typically less than interest rates charged for borrowings. If, as a result of competitive pressures, market interest rates, general economic conditions or other events, the balance of our deposits decrease relative to our overall banking operations, we may  12       have to rely more heavily on borrowings as a source of funds in the future. Such an increased reliance on borrowings could have a negative impact on our results of operations or financial condition.     In the course of our business, we may acquire, through foreclosure, properties securing loans that are in default. Particularly in commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, we might be required to remove these substances from the affected properties at our sole cost and expense. The cost of this removal could substantially exceed the value of the affected properties. We may not have adequate remedies against the prior owners or other responsible parties and could find it difficult or impossible to sell the affected properties. The occurrence of one or more of these events could adversely affect our financial condition or operating results.     We originate and sell mortgage loans. Changes in interest rates affect demand for our loan products and the revenue realized on the sale of loans. A decrease in the volume of loans sold and lower gains on sales of mortgages can decrease our revenues and net income.     Bank holding companies and state and federally chartered banks operate in a highly regulated environment and are subject to supervision and examination by federal and state regulatory agencies. We are subject to the Bank Holding Company Act of 1956, as amended, and to regulation and supervision by the Federal Deposit Insurance Corporation, or FDIC, and the Office of the Maryland Commissioner of Financial Regulation.. The cost of compliance with regulatory requirements may adversely affect our results of operations or financial condition. Federal and state laws and regulations govern numerous matters including: changes in the ownership or control of banks and bank holding companies; maintenance of adequate capital and the financial condition of a financial institution; permissible types, amounts and terms of extensions of credit and investments; permissible non-banking activities; the level of reserves against deposits; and restrictions on dividend payments.     The FDIC, and state banking authorities possess cease and desist powers to prevent or remedy unsafe or unsound practices or violations of law by banks subject to their regulation, and the Federal Reserve Board possesses similar powers with respect to bank holding companies. These and other restrictions limit the manner in which we may conduct our business and obtain financing.     Furthermore, our banking business is affected not only by general economic conditions, but also by the monetary policies of the FRB. Changes in monetary or legislative policies may affect the interest rates we must offer to attract deposits and the interest rates we can charge on our loans, as well as the manner in which we offer deposits and make loans. These monetary policies have had, and are expected to continue to have, significant effects on the operating results of depository institutions, including our Bank.     We rely heavily on communications and information systems to conduct our business. Any failure or interruptions or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposits, servicing or loan origination systems. The occurrence of any failures or interruptions could result in a loss of customer business and have a material adverse effect on our results of operations and financial condition.     Under regulatory capital adequacy guidelines and other regulatory requirements, we must meet guidelines that include quantitative measures of assets, liabilities, and certain off-balance sheet items, subject to qualitative judgments by regulators about components, risk weightings and other factors. If we fail to meet these minimum capital guidelines and other regulatory requirements, our financial condition would be materially and adversely affected. Our failure to maintain the status of "well capitalized" under our regulatory framework could affect the confidence of our customers in us, thus compromising our competitive position. In addition, failure to maintain the status of "well capitalized" under our regulatory framework or "well managed" under regulatory examination procedures could compromise our status as a bank holding company and related eligibility for a streamlined review process for acquisition proposals.  13          ITEM 2: PROPERTIES      The Company owned the following properties, which had a book value of $3.9 million at December 31, 2005:     Location    Description      1740 East Joppa Road Towson, MD 21234   Full service branch with drive thru, Electronic Banking offices and leased office space   427 Crain Highway Glen Burnie, MD 21061   Full service branch with drive-thru   531 South Conkling Street. Baltimore, MD 21224   Full service branch with drive-thru   344 N. Charles Street Baltimore, MD 21201   Full service branch with Executive offices, Lending offices and Finance offices   Northway Shopping Center 684 Old Mill Road Millersville, MD 21108   Full service branch with drive-thru; subject to a ground lease that expires August 31, 2014, assuming the Company exercises all extension options   602 Hoagie Drive Bel Air, MD 21014   Full service branch with drive-thru and Lending offices; subject to a ground lease expiring November 30, 2044 assuming that the Company exercises all extension options.       The Company leased the following facilities at an aggregate annual rental of $947,957 as of December 31, 2005:     Location    Description   Lease Expiration Date*      1066-70 Maiden Choice Lane Arbutus, MD 21229   Full service branch   April 30, 2006 (1)   4738 Shelbourne Road Baltimore, MD 21229   Detached drive-thru   April 30, 2006 (1)   Suites 101-103 & 120-122 1589 Sulphur Spring Road Baltimore, MD 21227   Administrative and operational offices   February 28, 2019   2637-A Old Annapolis Road Hanover, MD 21076   Full service branch   October 1, 2014   Wilkens Beltway Plaza 4658 Wilkens Avenue Baltimore, MD 21229   Limited-service branch   October 21, 2024   555 Fairmount Avenue Baltimore, MD 21286   Full service branch to be closed at the termination of the lease in April 2006   April 20, 2006   8157A Honeygo Boulevard White Marsh, MD 21236   Full service branch   December 31, 2017   2300 York Road Timonium, MD 21093   Mortgage subsidiary offices   January 14, 2010   208 Hickory Avenue Bel Air, MD 21014   Mortgage subsidiary offices   March 31, 2010   8905 Harford Road Baltimore, MD 21234   Mortgage subsidiary offices   June 30, 2006   1 Center Square, Suite 201 Hanover, PA 17331   Mortgage subsidiary offices   June 29, 2007     *Expiration date, assuming the Company exercises all extension options. (1)The Company expects to sign a lease for 10 years with two five year extension options.     ITEM 3: LEGAL PROCEEDINGS      The Company is involved in various legal actions arising from normal business activities. In management's opinion, the outcome of these matters, individually or in the aggregate, will not have a material adverse impact on the results of operation or financial position of the Company.      ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS      There were no matters submitted to a vote of the stockholders during the quarter ended December 31, 2005.  14             PART II       ITEM 5: MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS   TRADING AND DIVIDENDS      As of December 31, 2005, there were 421 shareholders of record of the Company. The Company's Common Stock has traded on the National Association of Security Dealers' Automated Quotation System ("NASDAQ") National Market Tier of The NASDAQ Stock Market under the symbol "CRRB." Currently, there are two broker-dealers who make a market in the Common Stock.     As a depository institution whose deposits are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC. The Bank currently is not in default under any of its obligations to the FDIC. As a commercial bank under the Maryland Financial Institution Law, the Bank may declare cash dividends from undivided profits or, with the prior approval of the Commissioner of Financial Regulation, out of surplus in excess of 100% of its required capital stock, and after providing for due or accrued expenses, losses, interest and taxes.     The Company and the Bank, in declaring and paying dividends, are also limited insofar as minimum capital requirements of regulatory authorities must be maintained. The Company and the Bank currently comply with such capital requirements.     Dividends declared per share on the Company's common stock were $0.40 in 2005, $0.38 in 2004, and $0.36 in 2003, representing a payout ratio of 45.97% in 2005, 121.17% in 2004, and 109.96% in 2003. The dividend payout ratio is the result of dividing the amount of dividends paid by net income.     The Company implemented a Dividend Reinvestment Plan that provides automatic reinvestment of dividends in additional shares of Carrollton Bancorp common stock.     During 2005, the Company repurchased and retired 42,500 shares of common stock at a price of $14.10 per share.     The following table sets forth the high and low sales price and dividends per share of the Company's Common Stock for the periods indicated.     Period    Price Per Share     Cash Dividends Paid Per Share        2005   2004   2005   2004       Low   High   Low   High              4th Quarter   $ 14.00   $ 15.00   $ 15.70   $ 17.80   $ 0.10   $ 0.10   3rd Quarter     13.95     16.29     14.80     17.20     0.10     0.10   2nd Quarter     14.25     17.00     15.65     18.13     0.10     0.09   1st Quarter     14.12     17.00     17.80     18.21     0.10     0.09       As of December 31, 2005, there were 421 common shareholders of record holding an aggregate of 2,809,698 shares. The Company believes there to be in excess of 514 beneficial owners of the Company's Common Stock.     The ability of the Company to pay dividends in the future will be dependent on the earnings, if any, financial condition and business of the Company, as well as other relevant factors, such as regulatory requirements. No assurance can be given either that the Company's future earnings, if any, will be sufficient to enable it to pay dividends, or that if such earnings are sufficient, that the Company will not decide to retain such earnings for general working capital and other funding needs. In addition, the Company is highly dependent on dividends received from the Bank to enable it to pay dividends to shareholders. No assurance can be given that the Bank will continue to generate sufficient earnings to enable it to pay dividends to the Company, or that it will continue to meet regulatory capital requirements which, if not met, could prohibit payment of dividends to the Company. The following table  15       provides information about the Company's outstanding options, warrants and rights under equity compensation plans:     Plan Category    Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)   Weighted-average exercise price of outstanding options, warrants and rights (b)   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)      Equity compensation plans approved by security holders   227,130   $ 14.52   25,240   Equity compensation plans not approved by security holders   —     —   —      Total   227,130   $ 14.52   25,240       16             ITEM 6: SELECTED FINANCIAL DATA          2005   2004   2003   2002   2001      CONSOLIDATED INCOME STATEMENT DATA:                                   Interest income   $ 19,071,379   $ 15,500,323   $ 15,935,691   $ 18,985,364   $ 23,832,624     Interest expense     7,375,083     5,321,622     6,639,734     8,692,320     12,872,355                        Net interest income     11,696,296     10,178,701     9,295,957     10,293,044     10,960,269     Provision for loan losses     —     —     243,000     526,000     550,000                        Net interest income after provision for loan losses     11,696,296     10,178,701     9,052,957     9,767,044     10,410,269     Noninterest income     10,718,636     8,781,151     8,268,612     7,534,802     7,156,444     Noninterest expenses     18,634,124     17,751,000     16,058,355     14,536,958     14,817,504                        Income before income taxes     3,780,808     1,208,852     1,263,214     2,764,888     2,749,209     Income taxes     1,322,371     320,488     338,500     847,630     816,132                        Net income   $ 2,458,437   $ 888,364   $ 924,714   $ 1,917,258   $ 1,933,077                      CONSOLIDATED BALANCE SHEET DATA, AT YEAR END                                   Assets   $ 360,467,146   $ 319,123,132   $ 302,409,975   $ 324,221,615   $ 356,907,181     Gross loans     247,943,073     219,726,294     199,296,561     205,220,126     220,177,983     Deposits     271,626,503     225,846,145     207,056,100     230,264,108     265,528,720     Shareholders' equity     34,640,165     34,215,280     34,124,882     33,691,079     32,458,383   PER SHARE DATA: (a)                                        Number of shares of Common Stock outstanding, at year-end     2,809,698     2,834,823     2,828,078     2,821,757     2,836,317     Net income:                                     Basic   $ 0.87   $ 0.31   $ 0.33   $ 0.68   $ 0.68       Diluted     0.87     0.31     0.32     0.68     0.68     Cash dividends declared     0.40     0.38     0.36     0.34     0.34     Book value, at year end     12.33     12.07     12.07     11.94     11.44   Performance and capital ratios:                                   Return on average assets     0.72%     0.29%     0.29%     0.57%     0.52%     Return on average shareholders' equity     7.12%     2.61%     2.71%     5.70%     6.05%     Net interest margin (b)     3.89%     3.81%     3.36%     3.47%     3.32%     Average shareholders' equity to average total assets     10.13%     11.11%     10.83%     9.99%     8.52%     Year-end capital to year-end risk -weighted assets:                                     Tier 1     11.63%     11.52%     13.75%     13.57%     12.88%       Total     13.51%     12.74%     15.51%     15.07%     14.26%     Year-end Tier 1 leverage ratio     8.96%     9.41%     10.35%     9.54%     8.61%     Cash dividends declared to net income     45.97%     121.17%     109.96%     50.80%     50.43%   ASSETS QUALITY RATIOS:                                        Allowance for loan losses, at year-end to:                                     Gross loans     1.35%     1.59%     1.83%     1.74%     1.52%       Nonperforming, restructured and past-due loans     209.50%     132.05%     151.37%     111.68%     276.13%     Net charge-offs to average gross loans     0.06%     0.08%     0.09%     0.13%     0.10%     Nonperforming assets as a percent of period-end gross loans and foreclosed real estate     0.64%     1.20%     1.26%     1.67%     0.55%     (a)Per share amounts and common shares outstanding have been adjusted to retroactively reflect the effect of a 5% stock dividend declared by the Board of Directors on October 24, 2002. (b)Net interest margin is the ratio of net interest income, determined on a fully taxable equivalent basis (a non-GAAP financial measure), to total average interest earning assets.  17             ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   FORWARD-LOOKING STATEMENTS      This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included or incorporated by reference in this Annual Report on Form 10-K, other than statements that are purely historical, are forward-looking statements. Statements that include the use of terminology such as "anticipates," "expects," "intends," "plans," "believes," "estimates" and similar expressions also identify forward-looking statements. The forward-looking statements are based on the Company's current intent, belief and expectations. Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to statements of the Company's plans, strategies, objectives, intentions, including, among other statements, statements involving the Company's projected loan and deposit growth, loan collateral values, collectability of loans, anticipated changes in other operating income, payroll and branching expenses, branch, office and product expansion of the Company and its subsidiary, and liquidity and capital levels.     These statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Actual results may differ materially from these forward-looking statements because of interest rate fluctuations, a deterioration of economic conditions in the Baltimore-Washington metropolitan area, a downturn in the real estate market, losses from impaired loans, an increase in nonperforming assets, potential exposure to environmental laws, changes in federal and state bank laws and regulations, the highly competitive nature of the banking industry, a loss of key personnel, changes in accounting standards and other risks described in the Company's filings with the Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today's date. The Company undertakes no obligation to update or revise the information contained in this Annual Report whether as a result of new information, future events or circumstances or otherwise. Past results of operations may not be indicative of future results. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed by the Company in 2006.  BUSINESS AND OVERVIEW      The Company is a bank holding company headquartered in Baltimore, Maryland with one wholly-owned subsidiary, Carrollton Bank. The Bank has three subsidiaries, CMSI, and CFS, which are wholly owned, and CCDC, which is 96.4% owned.     The Bank is engaged in a general commercial and retail banking business with eleven branch locations. CMSI is in the business of originating residential mortgage loans and has four branch locations. CFS provides brokerage services to customers and CCDC promotes, develops and improves the housing and economic conditions of people in Maryland.     The Bank also operated a network of ATMs in Maryland, Virginia, and West Virginia and sponsors national retailers who accept ATM cards for purchases in various electronic networks. On September 22, 2005, Wal-Mart notified the Bank of its intention to terminate the agreement for the Bank to provide ATMs at Wal-Mart, Sam's Club, and Wal-Mart Supercenters in Maryland, Virginia and West Virginia. The effective date of the termination was January 22, 2006.     During 2005, the Company experienced growth in its balance sheet, primarily due to loan growth. The Company's strategy to increase its commercial loan portfolio was successful in 2005, increasing its gross loan portfolio 12.8% over 2004. The Company's loans held for sale portfolio, which consists of residential mortgage loans originated by CMSI and held for sale, usually within 30 days of origination, increased 34.7%.     Net income increased 177% from 2004 to 2005. The earnings for the year ended December 31, 2005 include security gains of $840,000 from the sale of equity securities, a $506,000 charge representing a penalty for the prepayment of a $5 million Federal Home Loan Bank of Atlanta (FHLBA) advance at 7.26% maturing May 24, 2010, and the write down and cost of disposal of ATMs totaling $564,000 related to the termination of the Wal-Mart agreement. Wal-Mart terminated the agreement for Carrollton Bank to provide automated teller machines (ATMs) at Wal-Mart, Sam's Club and Wal-Mart Supercenters in Maryland, Virginia and West Virginia. To illustrate the impact on earnings from these three items (using a non-GAAP financial measure), net income for 2005 excluding the gains on the sales of securities, FHLBA prepayment penalty, and the write down and cost of disposal of the ATMs, as described above, would have been $2.6 million or $0.92 per diluted share, an increase of 123%, compared to net income of $1.2 million excluding the gains on the sale of securities and the $497,000 write-down on the Federal Home Loan Mortgage Corporation stock (FHLMC) for 2004.    The Company is asset sensitive and as a result of the increasing interest rate environment of 2005 and the increase in interest earning assets of $33.7 million from 2004 to 2005, net interest income increased 15% for 2005 compared to 2004. Noninterest income excluding the gains on the sales of securities of $840,000 in 2005 and $116,000 in 2004 increased 14% compared to 2004.     The Company opened its newest retail branch in Bel Air, Maryland in January 2005. As of December 31, 2005, that branch had attracted $8.5 million in deposits.     Based upon current earnings and encouraging prospects for future earnings, the Company paid dividends of $.40 per share to shareholders during 2005.  18        RESULTS OF OPERATION   SUMMARY      The Company reported net income for 2005 of $2.5 million or $0.87 per share, representing a 177% increase from 2004 net income of $888,000, or $0.31 per share. Core earnings (earnings before the effect of investment security transactions) for the year were $1.9 million, a 138% increase over 2004 core earnings of $1.2 million.     The loan portfolio, including loans held for sale, increased 14.1% to $258.3 million, a result of the Company's continuing efforts to align the loan portfolio to be in line with typical commercial banks. Interest income on loans increased 23.9% due to loans increasing $31.9 million and loans repricing to higher rates.     The deposit portfolio increased 20.3% to $271.6 million, with the majority of the growth derived from noninterest bearing deposits, money market accounts and certificates of deposit. Interest expense increased during 2005, due primarily to a $32.5 million increase in interest-bearing deposits and the yield on interest-bearing deposits increasing 80 basis points.     Noninterest income increased 22.1% in 2005 compared to 2004, due primarily to a 625% or $724,000 increase in gains on sales of securities, an increase of 41% or $788,000 in fees and commissions earned by CMSI, a 3% or $133,000 increase in the Electronic Banking Division's revenue, and a 14% or $134,000 increase in service charges.     Noninterest expense increased 5.0% in 2005 compared to 2004, due to the opening of a new branch in the North Bel Air area of Harford County as well as increased expenses relating to the $506,000 prepayment penalty assessed by the FHLBA for the payoff of $5.0 million in borrowings plus the write-down of the Company's ATM network of $563,000. Some of the increases in noninterest expenses were offset by a decrease in employee benefits due to freezing the defined benefit pension plan effective December 31, 2004 and by a decrease in furniture and equipment expense due to the original cost of the ATM network being fully depreciated in 2004. In 2004, the Company recognized a $497,000 impairment on FHLMC stock it owned.     The Company reported net income for 2004 of $888,000 or $0.31 per share, representing a 4.0% decrease from 2003 net income of $925,000, or $0.33 per share. Core earnings (earnings before the effect of investment security transactions) for the year were $1.2 million, a 79.4% increase over 2003 core earnings of $626,000.     The loan portfolio increased 10.2% during 2004 to $219.7 million, a result of the Company's continuing efforts to re-align the loan portfolio to be more in line with typical commercial banks. Interest income decreased 2.7% due to the repricing of loans to a lower rate. The deposit portfolio increased 9.1% to $225.8 million, a result of the Company's efforts to increase the noninterest-bearing deposit portfolio. In addition, the Company began offering new deposit products in 2004. Despite the increase in the deposit portfolio, interest expense decreased during 2004, due primarily to increased noninterest-bearing deposits.     Noninterest income increased 6.2% in 2004 compared to 2003, due primarily to an increase in the revenue generated by the Company's mortgage-banking division. Included in the 2004 results was a $116,000 gain on the sale of securities. Included in the 2003 results was a $486,000 gain on the sale of securities. Noninterest expense increased 10.5% in 2004 compared to 2003, primarily in the salaries and employee benefits areas. The Company increased its number of employees, during the year, most significantly in the mortgage-banking area. In addition, included in noninterest expense in 2004 is the recognition of a $497,000 other-than-temporary impairment of the Company's investment in FHLMC preferred stock.  NET INTEREST INCOME      Net interest income, the amount by which interest income on interest-earning assets exceeds interest expense on interest-bearing liabilities, is the most significant component of the Company's earnings. Net interest income is a function of several factors, including changes in the volume and mix of interest-earning assets and funding sources, and market interest rates. While management policies influence these factors, external forces, including customer needs and demands, competition, the economic policies of the federal government and the monetary policies of the Federal Reserve Board, are also important.     The following table sets forth, for the periods indicated, information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest -bearing liabilities. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.  19        AVERAGE BALANCES, INTEREST, AND YIELDS          2005     2004     2003           Average balance   Interest   Yield   Average Balance   Interest   Yield   Average Balance   Interest   Yield          ASSETS                                                     Federal funds sold and Federal Home Loan Bank deposit   $ 19,067,206   $ 623,910   3.27 % $ 8,606,166   $ 116,899   1.36 % $ 18,044,257   $ 198,427   1.10 %   Federal Home Loan Bank stock     2,643,019     109,616   4.15     2,261,207     80,737   3.57     2,352,030     90,075   3.83      Investment securities: (a)                                                                U.S. government agency     20,306,719     560,887   2.76     28,566,496     674,774   2.36     39,007,166     1,170,484   3.00       State and municipal     4,027,933     264,620   6.57     4,549,377     287,890   6.33     5,064,139     323,561   6.39       Mortgage-backed securities     11,089,402     611,055   5.51     8,747,456     479,546   5.48     12,605,968     676,216   5.36       Corporate bonds     1,277,192     70,749   5.54     4,592,680     274,845   5.98     7,504,350     453,741   6.05       Other     1,877,280     135,232   7.20     3,732,303     175,442   4.70     3,765,420     248,647   6.60                                               38,578,526     1,642,543   4.26     50,188,312     1,892,497   3.77     67,947,043     2,872,649   4.23                                         Loans:                                                       Demand and time     67,134,231     3,554,951   5.30     49,920,788     2,783,558   5.58     36,937,606     2,362,358   6.40       Residential mortgage (b)     74,654,896     4,613,621   6.18     68,431,096     4,090,660   5.98     66,966,298     4,373,550   6.53       Commercial mortgage and construction     97,985,886     8,298,411   8.47     86,429,102     6,193,969   7.17     85,645,620     5,687,390   6.64       Installment     1,813,896     154,258   8.50     2,414,072     209,275   8.67     2,745,494     271,251   9.88       Lease financing     2,782,231     214,524   7.71     4,024,469     320,885   7.97     4,201,261     356,616   8.49                                               244,371,140     16,835,765   6.89     211,219,527     13,598,347   6.44     196,496,279     13,051,165   6.64                                         Total interest-earning assets     304,659,891     19,211,834   6.31     272,275,212     15,688,480   5.76     284,839,609     16,212,316   5.69     Noninterest-bearing cash     26,624,448               21,682,244               19,662,376               Premises and equipment     5,694,687               4,959,453               5,173,405               Other assets     4,034,529               7,858,307               6,062,058               Allowance for loan losses     (3,472,722 )             (3,616,474 )             (3,692,349 )             Unrealized gains on available for sale securities, net     3,412,785               3,174,905               3,306,853                                                                $ 340,953,618             $ 306,333,647             $ 315,351,952                                                            LIABILITIES AND SHAREHOLDERS' EQUITY                                                     Interest-bearing deposits:                                                       Savings and NOW   $ 67,931,566     162,865   0.24 % $ 71,404,510     180,741   0.25 % $ 72,624,598     231,024   0.32 %     Money market     40,658,604     998,161   2.45     29,186,544     322,785   1.11     28,266,591     267,744   0.95       Certificates of deposit     81,412,306     2,861,697   3.52     61,370,913     1,627,239   2.65     77,496,371     2,970,271   3.83                                               190,002,476     4,022,723   2.12     161,961,967     2,130,765   1.32     178,387,560     3,469,039   1.94     Borrowed funds     54,879,637     3,352,360   6.11     56,153,768     3,190,857   5.68     58,234,600     3,170,695   5.44                                         Total interest-bearing liabilities     244,882,113     7,375,083   3.01     218,115,735     5,321,622   2.44     236,622,160     6,639,734   2.81     Noninterest-bearing deposits     59,645,770               51,501,352               42,449,945               Other liabilities     1,885,164               2,674,734               2,132,959               Shareholders' equity     34,540,571               34,041,826               34,146,888                                                            Total liabilities and shareholders' equity   $ 340,953,618             $ 306,333,647             $ 315,351,952                                                            NET INTEREST MARGIN (C)   $ 304,659,891   $ 11,836,751   3.89 % $ 272,275,212   $ 10,366,858   3.81 % $ 284,839,609   $ 9,572,582   3.36 %                                      (a)Interest on investments and loans is presented on a fully taxable equivalent basis (a non-GAAP financial measure), using the federal income tax rates of 34% and, where applicable, the state rate of 7% (or a combined federal and state rate of 38.62%) to increase tax exempt interest income to a taxable equivalent basis. This is a non-GAAP measure that management believes is useful when comparing annual results. (b)Loans held for sale are included in residential mortgage loans. (c)Net interest margin is the ratio of net interest income, determined on a fully taxable-equivalent basis, to total average interest earning assets.  20         Net interest income on a tax-equivalent basis increased to $11.8 million for the year ended December 31, 2005 compared to $10.4 million for 2004. The increase in tax-equivalent net interest income during 2005 was almost entirely due to a $32.4 million increase in average earning assets during 2005 compared to 2004. An increase in average loans outstanding of $33.2 million, or 15.7% and average federal funds sold of $10.5 million or 121.6% was partially offset by a decline in average investment securities outstanding for the year of $11.6 million.     The increase in average loans outstanding is attributed to the Company's active business development efforts in its commercial loan portfolio and general economic conditions of the Company's primary service market. Targeted short-term interest rates, as established by the Federal Reserve Bank, increased during 2005 resulting in the Company's yield on earning assets increasing 55 basis points to 6.31% for the year ended December 31, 2005 compared to 5.76% for the same period in 2004. The yield on loans increased to 6.89% in 2005 compared to 6.44% for 2004 as lower yielding loans repriced during the year to higher rates. The yield on investment securities also increased to 4.26% in 2005 from 3.77% in 2004. The net impact was a $3.5 million or 22.4% increase in tax-equivalent interest income for the year ended December 31, 2005 compared to 2004.     In 2004, net interest income on a taxable-equivalent basis increased by $794,000 to $10.4 million. On average, the loan portfolio increased 7.5% from 2003 while the investment portfolio decreased by 26.1%. The yield on the loan portfolio decreased from 6.64% in 2003 to 6.44% in 2004. The yield on investment securities also decreased to 3.77% in 2004 from 4.23% in 2003. The decrease in the investment portfolio and decreased yields caused total interest income on a tax equivalent basis to decrease from $16.2 million in 2003 to $15.7 million in 2004.     Interest expense increased $2.1 million to $7.4 million in 2005 from $5.3 million in 2004. Interest expense increased primarily due to a change in the deposit mix, with an increase in the amount of interest-bearing deposits. In addition, the cost of interest-bearing deposits increased from 1.32% in 2004 to 2.12% in 2005.     Interest expense on total interest-bearing liabilities increased $2.1 million, or 38.6%, for the year ended December 31, 2005. The increase in interest expense was due to a $27.3 million increase in average interest-bearing liabilities and the cost of interest-bearing liabilities increasing to 3.01% for the year ended December 31, 2005 compared to 2.44% for the same period in 2004.     The following table and the related discussions of interest income and interest expense provide further analysis of the changes in net interest income during 2005 and 2004:         2005 Compared to 2004     2004 Compared to 2003           Change Due to Variance In    Change Due to Variance In          Rate(b)   Volume(b)   Total   Rates(b)   Volume(b)   Total          INTEREST INCOME                                           Federal funds sold and interest-bearing deposits with other banks   $ 364,757   $ 142,254   $ 507,011   $ 22,291   $ (103,819 ) $ (81,528 )     Investment securities and FHLB stock     (55,017 )   (166,058 )   (221,075 )   (254,740 )   (734,750 )   (989,490 )     Loans (a)     1,099,671     2,137,747     3,237,418     (383,662 )   930,844     547,182                             TOTAL INTEREST EARNED     1,409,411     2,113,943     3,523,354     (616,111 )   92,275     (523,836 )                           INTEREST EXPENSE                                           Deposits     1,501,020     390,938     1,891,958     (725,505 )   (612,769 )   (1,338,274 )     Borrowings     216,307     (54,804 )   161,503     133,359     (113,197 )   20,162                             TOTAL INTEREST EXPENSE     1,717,327     336,134     2,053,461     (592,146 )   (725,966 )   (1,318,112 )                           NET INTEREST INCOME   $ (307,916 ) $ 1,777,809   $ 1,469,893   $ (23,965 ) $ 818,241   $ 794,276                               (a)Interest on investments and loans is presented on a fully taxable equivalent basis (a non-GAAP financial measure), using regular income tax rates. (b)The change in interest income and expense due to variance in both rate and volume has been allocated to the change due to variance in rate.  PROVISION FOR LOAN LOSSES      On a monthly basis, management of the Company reviews all loan portfolios to determine trends and monitor asset quality. For consumer loan portfolios, this review generally consists of reviewing delinquency levels on an aggregate basis with timely follow-up on accounts that become delinquent. In commercial loan portfolios, delinquency information is monitored and periodic reviews of business and property leasing operations are performed on an individual loan basis to determine potential collection and repayment problems.  21          The Company continues to experience strong asset quality in its loan portfolio with a low delinquency rate and a low charge off rate. The Company did not provide for any loan losses for the years ended December 31, 2005 and 2004. Nonaccrual, restructured and delinquent loans over 90 days to total loans improved further to 0.64% at the end of 2005 compared to 1.20% in 2004. The ratio of net loan losses to average loans decreased in 2005 to 0.06% compared to 0.08% for 2004.     The Company did not provide for any loan losses for the year ended December 31, 2004 compared to a net provision for loan losses of $243,000 for 2003. Nonaccrual, restructured, and delinquent loans over 90 days to total loans remained relatively stable at 1.20% at the end of 2004 compared to 1.21% in 2003. The ratio of net loan losses to average loans decreased in 2004 to 0.08% compared to 0.09% for 2003.  NONINTEREST INCOME      Noninterest income increased from $8.8 million during 2004 to $10.7 million in 2005 due, in large part, to increases in gains and fees recognized on the sale of mortgage loans, net of costs, gains on security sales, increases in Electronic Banking division's revenues and increases in fees charged for deposit services. Specifically, net gains and fees on sales of mortgage loans increased $788,000 or 41.1% from 2004 to 2005, gains on sales of securities increased $724,000 or 625.2%, the Electronic Banking Division's revenue increased $133,000 or 2.7% and deposit service charges increased by $134,000 or 14.2%. Brokerage commissions also increased $44,000 or 7.0%. The increase in net gains and fees on sales of mortgage loans corresponded to an increase in the volume of mortgage loans sold during the year, from $129.7 million in 2004 to $183.1 million in 2005. The Company believes that this increase in mortgage loan volume was primarily attributable to the market, in general, and expanding the operations of the mortgage company in 2004. The gain on sale of securities increased $724,000 due to the Company taking some profits on equity investments in 2005.     Electronic banking income is comprised of three sources: national point of sale ("POS") sponsorships, ATM fees, and check card fees. Through December 31, 2005, the Company maintained ATMs in Wal-Mart stores in Maryland, Virginia and West Virginia, as well as at its branches. The fees from these ATMs represent approximately 39% of total electronic banking revenue in 2005. The Company sponsors merchants who accept ATM cards for purchases within various networks (i.e. STAR, PULSE, and NYCE). This national POS sponsorship income represents approximately 41% of total electronic banking revenue. Fees from check cards comprise the remaining 20% of electronic banking revenue. On September 22, 2005, Wal-Mart notified the Bank of its intention to terminate the agreement for the Company to provide ATM services at its locations in Maryland, Virginia and West Virginia. The effective date of the termination was January 22, 2006.     The Company offers a variety of financial planning and investment options to customers, through its subsidiary, CFS, and recognizes commission income as these services are provided.     Noninterest income increased 6.0% to $8.8 million in 2004 compared to $8.3 million in 2003. Included in noninterest income was $116,000 in security gains realized in 2004 compared to $486,000 in 2003. Brokerage commissions increased 4.5% to $624,000 in 2004 compared to $597,000 in 2003 due to improved market conditions. Management believes that brokerage commissions are a good source of noninterest income for the Company and intends to continue focusing on increasing this source of income.     Electronic banking fee income decreased from $5.2 million in 2003 to $4.9 million in 2004. Electronic banking income is comprised of three sources: national point of sale, ("POS") sponsorships, ATM fees and check card fees. The Company maintained ATMs in Wal-Mart stores in Maryland, Virginia and West Virginia, as well as at its branches. The fees from these ATMs represented approximately 46% of total electronic banking revenue in 2004. The Company sponsors merchants who accept ATM cards for purchases within various networks (i.e. STAR, PULSE, NYCE). This national POS sponsorship income represented approximately 31% of total electronic banking revenue. Fees from check cards comprise the remaining 23% of electronic banking revenue.     Mortgage-banking revenue increased $1.3 million to $1.9 million in 2004 from $666,000 in 2003. During 2004, the Company opened three mortgage-banking "net branches." The employees of these net branches earn as salaries all revenues earned on the sale of mortgage loans less operating expenses. In addition, each net branch pays management fees to CMSI for use of its processing and underwriting staff. The net branch expenses are included in the Company's income statement, as they are divisions of CMSI, but the net effect of the operations of the net branches on the Company's net income is limited to the management fees paid to CMSI. The inclusion of the expenses in the financial statements has the effect of showing significant expenses related to mortgage-banking and increases the Company's efficiency ratio.  NONINTEREST EXPENSES      Noninterest expense consists primarily of costs associated with personnel, occupancy and equipment, data processing, marketing and professional fees. The Company's noninterest expense for the year ended December 31, 2005 totaled $18.6 million, representing an increase of $883,000, or 5.0%, as compared to 2004. Salaries, the largest component of noninterest expense increased $607,000 or 8.9% from 2004 to 2005 due to merit increases and the opening of a new branch in the North Bel Air area of Harford County and were partially offset by a decrease in the  22       average number of fulltime equivalent employees from 165 in 2004 to 157 in 2005. Employee benefits decreased by $532,000 due to freezing the defined benefit pension plan effective December 31, 2004.     Occupancy costs increased $247,000 or 15.4%, due to the opening of the new branch in Harford County and normal lease payment escalations and costs to maintain business properties. Furniture and equipment expense decreased $379,000 or 23.8% due to the original cost of the ATM network being fully depreciated in 2004.     In 2005, the Company had non-recurring charges of $564,000 related to the termination of the Wal-Mart agreement, and $506,000 representing a penalty for the prepayment of a $5.0 million FHLBA advance at 7.26% maturing May 24, 2010. In 2004, there was a non-recurring charge of $497,000 related to the write down of FHLMC stock.     Other noninterest expense increased $368,000 or 6.9% due to increases in marketing expenses related to opening the new branch in Harford County, amortization of software acquired, increased data processing services due to growth in loans and deposits, increased loan expenses related to CMSI, and professional fees partially offset by decreases in various other expenses.     During 2004, noninterest expenses increased by $1.7 million, or 10.5% to $17.8 million compared to $16.1 million in 2003.     Salaries and benefits increased by $1.2 million or 16.0% as the Company added staff for a total of 165 full time equivalent positions in 2004 from a total of 136 full time equivalent positions in 2003. The increased staff was mostly in the mortgage-banking subsidiary of CMSI and in the commercial lending area. A portion of the salaries of mortgage division personnel that consist of commissions are not included in salary expense, but are deferred and netted against mortgage-banking fees and gains.     Occupancy expenses increased by $149,000 from $1.5 million in 2003 to $1.6 million in 2004. The additional expenses were due primarily to new facilities for mortgage-banking operations. In addition, the Company incurred additional expenses related to its new branch facility in Harford County, Maryland, which opened in January of 2005.     Furniture and equipment expense decreased by $194,000 from $1.8 million in 2003, to $1.6 million in 2004, mostly due to decreased depreciation expense. The Company's 158 ATMs all became fully depreciated during the fourth quarter of 2004.     Included in 2004 noninterest expenses is the recognition of a $497,000 other-than-temporary impairment of the Company's investment in FMLMC preferred stock. Management sold these securities during the first quarter of 2005 and realized a gain net of tax of approximately $45,000.     Other operating expenses remained relatively stable at $5.3 million in 2004 and 2003.  INCOME TAX PROVISION      Income tax expense was $1.3 million in 2005, compared to $320,000 in 2004 and $339,000 in 2003. The effective tax rate was 35.0% in 2005, 26.5% in 2004 and 26.8% in 2003. The effective tax rates fluctuate from year to year due to changes in the mix of tax-exempt loans and investments as a percentage of total loans and investments. During 2005, a lower percentage of the Company's pre-tax income was exempt from taxes compared to 2004 and 2003.  FINANCIAL CONDITION   SUMMARY      Total assets of the Company increased by 13.0% to $360.5 million at December 31, 2005 from $319.1 million at December 31, 2004. Investment securities increased 12.0% to $47.6 million at December 31, 2005. Gross loans, excluding loans held for sale, increased by 12.8% to $247.9 million at December 31, 2005 compared to $219.7 million at the end of 2004. Interest-earning assets increased $33.7 million to $326.6 million and were 89.9% of total assets at December 31, 2005.  INVESTMENT SECURITIES      The investment portfolio consists of investment securities held to maturity and securities available for sale. Investment securities held to maturity are those securities that the Company has the positive intent and ability to hold to maturity and are carried at amortized cost. Securities available for sale are those securities that the Company intends to hold for an indefinite period of time but not necessarily until maturity. These securities are carried at fair value and may be sold as part of an asset/liability management strategy, liquidity management, interest rate risk management, regulatory capital management or other similar factors.  23          The components of the investment portfolio were as follows at December 31:         2005   2004   2003   2002   2001      AVAILABLE FOR SALE                                 U.S. Government agency   $ 10,740,335   $ 19,913,790   $ 34,566,285   $ 44,866,333   $ 64,711,849   Mortgage-backed securities     8,490,125     8,447,886     9,628,267     17,008,728     19,758,761   State and municipal bonds     3,689,859     4,137,433     5,197,716     5,446,260     5,891,946   Corporate bonds     1,514,471     3,036,920     6,820,340     7,962,805     7,739,978                            24,434,790     35,536,029     56,212,608     75,284,126     98,102,534   Equity securities     4,660,213     6,952,463     6,246,349     3,502,021     4,299,478                        Total available for sale     29,095,003     42,488,492     62,458,957     78,786,147     102,402,012                      HELD TO MATURITY                                 U.S. Government agency     5,000,000     —     —     —     —   Mortgage-backed securities     9,575,713     —     —     —     —   State and municipal bonds     3,912,692     —     —     —     —   Foreign bonds     —     —     25,000     25,000     25,000                        Total held to maturity     18,488,405     —     25,000     25,000     25,000                      Total investment securities   $ 47,583,408   $ 42,488,492   $ 62,483,957   $ 78,811,147   $ 102,427,012                          Note: Investments classified as available for sale are carried at fair value whereas investments classified as held to maturity are carried at amortized cost.     The following table shows the maturity of the investment portfolio at December 31, 2005:         Available for Sale     Held to Maturity       Maturing   Amortized Cost   Fair Value   Yield   Amortized Cost   Fair Value   Yield          Within one year   $ 250,000   $ 250,161   3.75 % $ —   $ —         Over one to five years     9,767,684     9,744,231   3.99     —     —         Over five to ten years     5,899,059     5,950,273   5.07     8,912,692     8,798,810   4.55 %                                   15,916,743     15,944,665         8,912,692     8,798,810                                   Mortgage-backed securities     8,551,466     8,490,125   5.84     9,575,713     9,506,469   4.86 %   Equity securities     1,633,298     4,660,213   2.45     —     —                                       $ 26,101,507   $ 29,095,003       $ 18,488,405   $ 18,305,279                                       The investment portfolio consists primarily of U. S. Government agency securities, mortgage-backed securities, corporate bonds, state and municipal obligations, and equity securities. The income from state and municipal obligations is exempt from federal income tax. Certain agency securities are exempt from state income taxes. The Company uses its investment portfolio as a source of both liquidity and earnings.     Investment securities increased $5.1 million to $47.6 million at December 31, 2005 compared to $42.5 million at December 31, 2004. The increase was due to purchases of mortgage backed securities and state and municipal bonds. In 2004, the Company recognized a $497,000 other-than-temporary impairment of the Company's investment in FMLMC preferred stock.  24       LOANS      The following table represents a breakdown of loan balances at December 31:         2005   2004   2003   2002   2001      Real Estate:                                   Residential   $ 53,148,211   $ 55,242,018   $ 57,586,028   $ 79,520,154   $ 117,617,158     Commercial     97,909,115     94,858,597     82,856,038     78,500,418     52,675,033     Construction and land development     37,415,478     17,774,874     16,275,828     7,664,367     10,116,583   Demand and time     56,118,527     46,168,587     35,978,633     32,444,790     33,982,346   Lease financing     1,936,482     3,598,003     4,449,408     4,343,539     1,328,828   Installment     1,415,260     2,084,215     2,150,626     2,746,858     4,458,035                            247,943,073     219,726,294     199,296,561     205,220,126     220,177,983   Allowance for loan losses     3,337,163     3,485,076     3,648,245     3,578,762     3,338,807                      Loans, net   $ 244,605,910   $ 216,241,218   $ 195,648,316   $ 201,641,364   $ 216,839,176                          Gross loans, excluding loans held for sale, increased $28.2 million or 12.8% from $219.7 million as of December 31, 2004 to $247.9 million as of December 31, 2005. The increase was primarily in commercial lending including commercial construction and land development. Commercial loans amounted to $193.3 million at December 31, 2005 and were 78% of total loans. Consumer loans amounted to $54.6 million and were 22% of total loans.     The following table shows the contractual maturities and interest rate sensitivities of the Company's loans at December 31, 2005. Some loans may include contractual installment payments that are not reflected in the table until final maturity. In addition, the Company's experience indicates that a significant number of loans will be extended or repaid prior to contractual maturity. Consequently, the table is not intended to be a forecast of future cash repayments.         Maturing         In one year or less    After 1 through 5 years    After 5 years            Fixed   Variable   Fixed   Variable   Fixed   Variable   Total      Real Estate:                                               Residential   $ 379,930   $ 43,968,962   $ 1,480,467   $ 1,031,970   $ 6,286,882   $ —   $ 53,148,211     Commercial     21,690,256     21,243,527     46,432,866     296,961     8,245,505     —     97,909,115     Construction and land development     14,934,717     17,974,609     3,081,808     —     1,424,344     —     37,415,478                                  37,004,903     83,187,098     50,995,141     1,328,931     15,956,731     —     188,472,804   Demand and time     2,839,530     37,271,160     15,239,114     443,043     325,680     —     56,118,527   Lease financing     820,765     —     1,115,717     —     —     —     1,936,482   Installment     352,098     297,422     303,125     36,937     399,906     25,772     1,415,260                                $ 41,017,296   $ 120,755,680   $ 67,653,097   $ 1,808,911   $ 16,682,317   $ 25,772   $ 247,943,073                                The following table provides information concerning nonperforming assets and past due loans at December 31, 2004:         2005   2004   2003   2002   2001      Nonaccrual loans (a)   $ 1,413,925   $ 615,394   $ 712,116   $ 734,879   $ 387,037   Restructured loans     —     455,864     661,974     568,969     598,644   Foreclosed real estate     —     —     100,000     218,654     —                          $ 1,413,925   $ 1,071,258   $ 1,474,090   $ 1,522,502   $ 985,681                      Accruing loans past-due 90 days or more   $ 179,012   $ 1,567,919   $ 1,036,018   $ 1,900,663   $ 223,459                          a) Loans are placed in nonaccrual status when they are past-due 90 days as to either principal or interest or when, in the opinion of management, the collection of all interest and/or principal is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrated the ability to pay and remain current.   25        Management may grant a waiver from nonaccrual status for a 90-day past-due loan that is both well secured and in the process of collection. ALLOWANCE FOR LOAN LOSSES      An allowance for loan losses is maintained to absorb losses in the existing loan portfolio. The allowance is a function of specific loan allowances, general loan allowances based on historical loan loss experience and current trends, and allowances based on general economic conditions that affect the collectibility of the loan portfolio. These can include, but are not limited to exposure to an industry experiencing problems, changes in the nature or volume of the portfolio and delinquency and nonaccrual trends. The portfolio review and calculation of the allowance is performed by management on a continuing basis.     The specific allowance is based on regular analysis of the loan portfolio and is determined by analysis of collateral value, cash flow and guarantor capacity, as applicable. The specific allowance was $77,744, $143,374, and $134,190 as of December 31, 2005, 2004 and 2003, respectively.     The general allowance is calculated using internal loan grading results and appropriate allowance factors on approximately ten classes of loans. This process is reviewed on a regular basis. The allowance factors may be revised whenever necessary to address current credit quality trends or risks associated with particular loan types. Historic trend analysis is utilized to obtain the factors to be applied. The general allowance was $2,319,000, $2,559,000, and $3,099,000 as of December 31, 2005, 2004 and 2003, respectively.     Allocation of a portion of the allowance does not preclude its availability to absorb losses in other categories. An unallocated reserve is maintained to recognize the imprecision in estimating and measuring loss when evaluating the allowance for individual loans or pools of loans.     During the years ended December 31, 2001 through 2005, the unallocated portion of the allowance for loan losses has fluctuated with the specific and general allowances so that the total allowance for loan losses would be at a level that management believes is the best estimate of probable future loan losses at the balance sheet date. The specific allowance may fluctuate from period to period if the balance of what management considers problem loans changes. The general allowance will fluctuate with changes in the mix of the Company's loan portfolio, economic conditions, or specific industry conditions. The requirements of the Company's federal regulators are a consideration in determining the required total allowance. Due to the level of the unallocated allowance, management did not make any provision for loan losses in 2005 and 2004.     Management believes that it has adequately assessed the risk of loss in the loan portfolios based on a subjective evaluation and has provided an allowance which is appropriate based on that assessment. Because the allowance is an estimate based on current conditions, any change in the economic conditions of the Company's market area or change within a borrower's business could result in a revised evaluation, which could alter the Company's earnings.     The following charts show the level of loan losses recorded by the Company for the past five years, management's allocation of the allowance for loan losses by type of loan as of the end of each year, and other statistical information.  26       The allocation of the allowance reflects management's analysis of economic risk potential by type of loan, and is not intended as a forecast of loan losses.         Years ended December 31      Description    2005   2004   2003   2002   2001      Balance at beginning of year   $ 3,485,076   $ 3,648,245   $ 3,578,762   $ 3,338,807   $ 3,024,290   Charge-offs:                                   Demand and time     123,578     192,440     200,173     21,904     —     Lease financing     168,823     —     —     —     —     Real estate:                                     Residential     —     7,746     16,898     160,591     117,582       Commercial     —     —     —     112,718     —       Construction     —     —     —     —     —   Installment     22,640     76,936     47,957     85,393     184,559                            315,041     277,122     265,028     380,606     302,141                      Recoveries:                                   Demand and time     130,904     67,111     58,034     2,475     17,269     Lease financing     3,980     —     —     —     —     Real estate:                                     Residential     14,874     8,087     —     67,705     22,802       Commercial     —     —     —     —     —       Construction     —     —     —     —     —   Installment     17,370     38,755     33,477     24,381     26,587                            167,128     113,953     91,511     94,561     66,658                      Net charge-offs     147,913     163,169     173,517     286,045     235,483                      Provision charged to operations     —     —     243,000     526,000     550,000                      Balance at end of the year   $ 3,337,163   $ 3,485,076   $ 3,648,245   $ 3,578,762   $ 3,338,807                      Ratio of net charge-offs to average loans outstanding     0.06%     0.08%     0.09%     0.13%     0.10%                          A breakdown of the allowance for loan losses is provided in the table below; however, management does not believe that the allowance can be segregated by category with precision. The breakdown of the allowance is based primarily on those factors discussed previously in evaluating the allowance as a whole. Since all of those factors are subject to change, the breakdown is not necessarily indicative of the category of actual or realized credit losses.  27            The following table presents the allocation of the allowance for loan losses among the various loan categories at December 31:     Portfolio    2005   2004   2003   2002   2001      Demand and time and lease financing   $ 474,059   $ 589,053   $ 1,226,447   $ 733,560   $ 607,323   Real estate:                                   Residential     718,028     587,292     831,173     754,979     707,061     Commercial     679,002     1,034,546     1,041,834     876,243     775,321     Construction and land development     382,204     342,114     —     —     —   Installment     143,318     149,271     133,865     94,162     173,166   Unallocated     940,552     782,800     414,926     1,119,818     1,075,936                          $ 3,337,163   $ 3,485,076   $ 3,648,245   $ 3,578,762   $ 3,338,807                          The table below provides a percentage breakdown of the loan portfolio by category to total loans at December 31:     Portfolio    2005   2004   2003   2002   2001          Demand and time and lease financing   23.4 % 22.7 % 20.2 % 17.9 % 16.0 %   Real estate:                           Residential   21.4   25.1   28.9   38.8   53.5       Commercial   39.6   43.2   41.6   38.2   23.9       Construction and land development   15.1   8.1   8.2   3.8   4.6     Installment   0.5   0.9   1.1   1.3   2.0                              100.0 % 100.0 % 100.0 % 100.0 % 100.0 %                            All loan reserves are subject to regulatory examinations and determinations as to the appropriateness of the methodology and adequacy on an annual basis.     At December 31, 2005, the allowance for loan losses was $3.3 million, a 4.2% decrease from the end of 2004. The ratio of the allowance to total loans was 1.35% at December 31, 2005 and 1.59% at December 31, 2004. The ratio of net loan losses to average loans outstanding for 2005 was 0.06% compared to 0.08% for 2004. The ratio of nonaccrual loans, restructured loans and loans delinquent more than 90 days to total loans decreased to 0.64% at December 31, 2005 from 1.20% at the end of 2004. The ratio of real estate loans to total loans decreased to 76.1% at the end of 2005 from 76.4% at the end of 2004.  FUNDING SOURCES   DEPOSITS      The following table sets forth the average deposit balances and average rates paid on deposits during the years ended December 31:         2005     2004     2003           Average Balance   Average Rate   Average Balance   Average Rate   Average Balance   Average Rate          Noninterest-bearing deposits   $ 59,645,770   — % $ 51,501,352   — % $ 42,449,945   — %   Interest-bearing deposits:                                     NOW accounts     34,384,963   0.21     35,016,262   0.21     37,515,591   0.31       Savings accounts     33,546,603   0.27     36,388,248   0.29     35,109,007   0.33       Money market accounts     40,658,604   2.45     29,186,544   1.11     28,266,591   0.95       Certificates of deposit     81,412,306   3.52     61,370,913   2.65     77,496,371   3.83                                 $ 249,648,246   1.61   $ 213,463,319   1.00   $ 220,837,505   1.57                              28         The following table provides the maturities of certificates of deposit of the Company in amounts of $100,000 or more at December 31, 2005:     Maturing in:           3 months or less   $ 5,521,007     Over 3 months through 6 months     1,969,060     Over 6 months through 12 months     3,680,896     Over 12 months     3,819,613              $ 14,990,576              Total deposits at December 31, 2005 increased by $45.8 million to $271.6 million from the end of 2004. Interest bearing accounts increased by $32.5 million and noninterest-bearing deposits increased by $13.3 million. During 2005, the Company made a concerted effort to continue the reduction of the level of high-yield deposits. Additionally, the Company's efforts in attracting more noninterest-bearing deposits was successful.     The Company began offering CDARS deposits to its customers during 2004. This program allows for customers that wish to invest more than the amounts that would normally be covered by FDIC insurance with the Bank. The program is a nationwide one that allows participating banks to "swap" customer deposits so that no customer has greater than the insurable maximum in one bank, but the customer only deals with his/her own bank. As of December 31, 2005, the Bank had approximately $21.4 million in CDARS deposits.  BORROWED FUNDS      Borrowed funds consist of securities sold under repurchase agreements, federal funds purchased and borrowings from the FHLB and notes payable-U.S. Tresury. Securities sold under repurchase agreements are securities sold to the Bank's customers under a continuing "roll-over" contract and mature in one business day. The underlying securities sold are federal agency securities that are segregated from the Company's other investment securities. Federal funds purchased are unsecured, overnight borrowings from other financial institutions. Notes payable-U.S. Treasury are U.S. Treasury and Federal Treasury Tax and Loan deposits accepted by the Bank from its customers to be remitted to the Federal Reserve on a periodic basis.  29          Information with respect to borrowings is as follows at and for the years ended December 31:         Maturity Date   2005   2004   2003      Amount outstanding at year-end:                           Federal Home Loan Bank   March 26, 2008   $ 5,000,000   $ 5,000,000   $ 5,000,000     Federal Home Loan Bank   February 2, 2010     35,000,000     35,000,000     35,000,000     Federal Home Loan Bank   May 24, 2010     —     5,000,000     5,000,000                            $ 40,000,000   $ 45,000,000   $ 45,000,000                      Federal funds purchased and securities sold under repurchase agreements       $ 9,280,348   $ 10,183,951   $ 11,951,594     Notes-payable — U.S. Treasury       $ 1,932,124   $ 1,984,714   $ 2,025,339   Weighted average interest rate at year-end:                           Advances from the FHLB         6.67%     6.84%     6.84%     Federal funds purchased and securities sold under repurchase agreements         3.59%     1.91%     1.22%     Notes payable — U.S. Treasury         4.17%     1.97%     0.73%   Maximum outstanding at any month-end:                           Advances from the FHLB       $ 45,000,000   $ 45,000,000   $ 45,000,000     Federal funds purchased and securities sold under repurchase agreements         11,742,108     13,540,231     14,733,180     Notes payable — U.S. Treasury         1,958,750     2,008,989     2,032,502   Average balance outstanding during the year:                           Advances from the FHLB       $ 44,876,712   $ 45,000,000   $ 45,000,000     Federal funds purchased and securities sold under repurchase agreements         8,986,714     10,102,501     12,324,539     Notes payable — U.S. Treasury         1,016,211     1,051,267     910,061   Weighted average interest rate during the year:                           Advances from the FHLB         6.84%     6.84%     6.84%     Federal funds purchased and securities sold under repurchase agreements         2.66%     0.96%     0.71%     Notes payable — U.S. Treasury         3.06%     1.10%     1.04%       Debt retirement expense of $505,839 was incurred in 2005 due to the prepayment of a $5.0 million FHLB advance that had a maturity date of May 24, 2010 and an interest rate of 7.26%.     The Company may borrow under available unsecured federal funds lines of credit of $10 million and a secured federal funds line of credit of $10 million with other institutions. There was no balance outstanding under these lines at December 31, 2005 and 2004. These lines bear interest at the current federal funds rate of the correspondent bank.  CAPITAL      Bank holding companies and banks are required by the Federal Reserve and FDIC to maintain minimum levels of Tier 1 (or Core) and Tier 2 capital measured as a percentage of assets on a risk-weighted basis. Capital is primarily represented by shareholders' equity, adjusted for the allowance for loan losses and certain issues of preferred stock, convertible securities, and subordinated debt, depending on the capital level being measured. Assets and certain off-balance sheet transactions are assigned to one of five different risk-weighting factors for purposes of determining the risk-adjusted asset base. The minimum levels of Tier 1 and Tier 2 capital to risk-adjusted assets are 4% and 8%, respectively, under the regulations.     In addition, the Federal Reserve and the FDIC require that bank holding companies and banks maintain a minimum level of Tier 1 (or Core) capital to average total assets excluding intangibles for the current quarter. This measure is known as the leverage ratio. The current regulatory minimum for the leverage ratio for institutions to be considered adequately capitalized is 4%, but could be required to be maintained at a higher level based on the regulator's assessment of an institution's risk profile. The following chart shows the regulatory capital levels for the Company and Bank at December 31, 2005 and 2004. The Company's subsidiary bank also exceeded the FDIC required minimum capital levels at those dates by a substantial margin. Based on the levels of capital, the Company and the Bank are well capitalized.  30          The following table shows the Company's and the Bank's capital ratios as of December 31:             Carrollton Bancorp     Carrollton Bank         Minimum   2005   2005      Leverage ratio   4%   8.96%   8.72%   Risk-based capital:                 Tier 1 (Core)   4%   11.63%   11.30%     Total   8%   13.51%   12.52%       Total shareholders' equity increased 1.2% to $34.6 million at December 31, 2005. Earnings of the Company of $2.5 million for the year ended December 31, 2005 and the proceeds and the tax benefit from the exercise of stock options of $225,000 were offset by dividends of $1.1 million and a repurchase of shares totaling $599,000.  LIQUIDITY AND CAPITAL EXPENDITURES   CAPITAL EXPENDITURES      Capital expenditures were approximately $902,000 in 2005, $1.9 million in 2004, and $923,000 in 2003. Capital expenditures in 2005 were due to renovations at several branches and normal business activity. The capital expenditures in 2004 were principally due to the expenditures required to open the Company's new branch in January 2005. The capital expenditures in 2003 were principally due to the opening of the Company's mortgage-banking branches and a system conversion.     Capital expenditures are projected to be approximately $700,000 for fiscal year 2006 for renovations at five of the Company's branch locations and the operations center.  LIQUIDITY      Liquidity describes the ability of the Company to meet financial obligations, including lending commitments and contingencies that arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of the customers of the Company, as well as to meet current and planned expenditures.     The Company's liquidity is derived primarily from its deposit base and equity capital. Liquidity is provided through the Company's portfolios of cash and interest-bearing deposits in other banks, federal funds sold, loans held for sale, unpledged investment securities held to maturity due within one year, and unpledged securities available for sale. Such assets totaled $68.2 million or 18.9% of total assets at December 31, 2005.     The borrowing requirements of customers include commitments to extend credit and the unused portion of lines of credit, which totaled $105.7 million at December 31, 2005. Of this total, management places a high probability of required funding within one year on approximately $58.1 million. The amount remaining is unused home equity lines and other consumer lines on which management places low probability of funding.     The Company also has established lines of credit totaling $80.0 million with the Federal Home Loan Bank of Atlanta (the "FHLB") as an additional source of liquidity. At December 31, 2005, the Company had $40.0 million outstanding with the FHLB and had $65.0 million collateral available to borrow under the line of credit. Additionally, the Company has available unsecured federal funds lines of credit of $10.0 million and a secured federal funds line of credit of $10.0 million with other institutions. There was no balance outstanding under these lines at December 31, 2005. The lines bear interest at the current federal funds rate of the correspondent bank.  MARKET RISK AND INTEREST RATE SENSITIVITY      The Company's interest rate risk represents the level of exposure it has to fluctuations in interest rates and is primarily measured as the change in earnings and the theoretical market value of equity that results from changes in interest rates. The Asset/Liability Management Committee of the Board of Directors (the "ALCO") oversees the Company's management of interest rate risk. The objective of the management of interest rate risk is to optimize net interest income during volatile as well as stable interest rate environments while maintaining a balance between the maturity and repricing characteristics of assets and liabilities that is consistent with the Company's liquidity, asset and earnings growth, and capital adequacy goals.     Due to changes in interest rates, the level of income for a financial institution can be affected by the repricing characteristics of its assets and liabilities. At December 31, 2005, the Company is in an asset sensitive position. Management continuously takes steps to reduce higher costing fixed rate funding instruments, while increasing assets that are more fluid in their repricing. An asset sensitive position, theoretically, is favorable in a rising rate environment since more assets than liabilities will reprice in a given time frame as interest rates rise. Management works to maintain a consistent spread between yields on assets and costs of deposits and borrowings, regardless of the direction of interest rates.  31          In order to partially offset a reduction in interest income in a declining interest rate environment, on December 14, 2005, the Bank purchased a $10.0 million notional amount interest rate Floor with a minimum interest rate (strike rate) of 7.0% based on the US prime rate. The term of the Floor is five years. The Floor will reduce the variability of cash flow from a pool of variable rate loans should the rate index of the loans fall below the predetermined strike rate of the hedge (7%).     The following chart shows the static gap position for interest sensitive assets and liabilities of the Company as of December 31, 2005. The chart is as of a point in time, and reflects only the contractual terms of the loan or deposit accounts in assigning assets and liabilities to the various repricing periods except that deposit accounts with no contractual maturity, such as money market, NOW and savings accounts, have been allocated evenly over a five-year period. In addition, the maturities of investments shown in the gap table will differ from contractual maturities due to anticipated calls of certain securities based on current interest rates. While this chart indicates the opportunity to reprice assets and liabilities within certain time frames, it does not reflect the fact that interest rate changes occur in disproportionate increments for various assets and liabilities.     Period from December 31, 2005 in which assets and liabilities reprice:     ($'s in 000's)    0 to 90 days   91 to 365 days   1 to 2 years   3 to 5 years   > 5 years          ASSETS:                                     Short term investments   $ 11,855   $ —   $ —   $ —   $ —       Investment securities     5,668     2,179     5,435     14,264     15,194       Loans held for sale     13,767     —     —     —     —       Loans:                                       Residential real estate     45,294     1,260     959     2,624     3,011         Commercial real estate     23,690     5,221     20,826     42,361     5,811         Construction and land development     22,118     10,066     725     3,082     1,424         Demand and time     38,511     537     1,063     15,239     769         Lease financing     113     93     614     1,116     —         Installment     906     23     65     238     183                              $ 161,922   $ 19,379   $ 29,687   $ 78,924   $ 26,392                          LIABILITIES:                                     Deposits   $ 75,743   $ 44,877   $ 10,915   $ 9,728   $ 131,190       Borrowings     11,212     —     —     40,000     —                              $ 86,955   $ 44,877   $ 10,915   $ 49,728   $ 131,090                          Gap position                                   Period   $ 74,967   $ (25,498 ) $ 18,772   $ 29,196   $ (104,798 )   % of assets     20.80 %   (7.07 )%   5.21 %   8.10 %   (29.07 )%   Cumulative   $ 74,967   $ 49,469   $ 68,241   $ 97,437   $ (7,361 )   % of assets     20.80 %   13.72 %   18.93 %   27.03 %   (2.04 )%   Cumulative risk sensitive assets to risk sensitive liabilities     186.21 %   43.18 %   271.98 %   158.71 %   20.12 %    INFLATION      Inflation may be expected to have an impact on the Company's operating costs and thus on net income. A prolonged period of inflation could cause interest rates, wages, and other costs to increase and could adversely affect the Company's results of operations unless the fees charged by the Company could be increased correspondingly. However, the Company believes that the impact of inflation was not material for 2005, 2004 and 2003.  OFF-BALANCE SHEET ARRANGEMENTS      The Company enters into off-balance sheet arrangements in the normal course of business. These arrangements consist primarily of commitments to extend credit, lines of credit and letters of credit. In addition, the Company has certain operating lease obligations.     Credit commitments are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.     The Company's exposure to credit loss in the event of nonperformance by the borrower is the contract amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including  32       collateral, as outstanding loans. The Company is not aware of any accounting loss it would incur by funding its commitments.     Outstanding loan commitments, unused lines of credit and letters of credit were as follows at December 31, 2005:     Loan commitments   $ 26,037,567   Unused lines of credit     79,700,600   Letters of credit     2,606,061       The Company leases various branch and general office facilities to conduct its operations. The leases have remaining terms which range from a period of one year to 20 years. Most leases contain renewal options which are generally exercisable at increased rates. Some of the leases provide for increases in the rental rates at specified times during the lease terms, prior to the expiration dates.     The following table shows information relating to the Company's off-balance sheet obligations at December 31, 2005 (dollars in thousands):     Contractual Obligations    Total   Less than 1 year   One to three years   Three to five years   More than five years      Operating lease obligations   $ 8,080   $ 724   $ 1,299   $ 1,030   $ 5,027    NEW ACCOUNTING PRONOUNCEMENTS      FASB Statement No. 154, Accounting Changes and Error Corrections replaces APB Opinion No. 20  Accounting Changes and FASB Statement No. 3 Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28. FASB Statement No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. It applies to all voluntary changes in accounting principle. It establishes retrospective application as the required method for reporting a change in accounting principle and the reporting of a correction of an error. The Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.     FASB Statement No. 153, Exchanges of Nonmonetary Assets an Amendment of APB Opinion No. 29, eliminates the exception to fair value for exchanges of similar productive assets that was provided in APB Opinion No. 29.     FASB Statement No. 152, Accounting for Real Estate Time-Sharing Transactions, amends FASB Statement No. 66  Accounting for Sales of Real Estate to reference the financial accounting and reporting guidance for real estate time-sharing transitions that is provided in AICPA Statement of Position 04-2, Accounting for Real Estate Time Sharing Transactions. This Statement also amends FASB Statement No. 67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions.     AICPA Statement of Position No. 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, prohibits the carrying over of valuation allowances in loans and securities acquired in a transfer. At transfer, the assets are to be recorded at the total cash flows expected to be collected The SOP is effective for loans acquired in fiscal years beginning after December 15, 2004.     FASB Statement No. 123R, Share Based Payment, revises FASB Statement No. 123, Accounting for Stock-Based Compensation and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. Statement 123R establishes standards to the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Statement 123R requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. As such, it eliminated the alternative provided by Statement 123 that such costs could be measured either by using fair value or by using Opinion 25's intrinsic value method of accounting which generally did not result in the recognition of compensation costs as a result of the grant of stock options to employees. In addition, Statement 123R amends FASB Statement No. 95, Statement of Cash Flows, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Statement 123R becomes effective as of the first interim or annual reporting period that begins after December 15, 2005.     The provisions of FASB Statement No. 123R will require the Company to expense the estimated fair value of options granted, beginning in the first quarter of 2006. Management does not expect the other statements to have any material effect on the Company's financial position or results of operation.      7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      For information regarding the market risk of the Company's financial instruments, see "Market Risk and Interest Rate Sensitivity" in Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7.  33             ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors and Shareholders Carrollton Bancorp Baltimore, Maryland     We have audited the accompanying consolidated balance sheets of Carrollton Bancorp and Subsidiary as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years ended December 31, 2005. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.     We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Carrollton Bancorp and Subsidiary as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.  Rowles & Company, LLP, Certified Public Accountants     Baltimore, Maryland February 10, 2006  34        CONSOLIDATED BALANCE SHEETS          December 31,         2005   2004      ASSETS                 Cash and due from banks   $ 27,235,233   $ 19,341,463   Federal funds sold and Federal Home Loan Bank deposit     11,855,332     14,851,081   Federal Home Loan Bank stock, at cost     2,431,600     2,622,900   Investment securities                 Available for sale     29,095,003     42,488,492     Held to maturity     18,488,405     —   Loans held for sale     13,767,109     10,219,729   Loans, less allowance for loan losses of $3,337,163 and $3,485,076     244,605,910     216,241,218   Premises and equipment     5,433,628     5,416,934   Accrued interest receivable     1,418,829     1,295,719   Prepaid income taxes     256,482     194,611   Bank owned life insurance     4,123,544     4,052,648   Other assets     1,756,071     2,398,337                 $ 360,467,146   $ 319,123,132             LIABILITIES AND SHAREHOLDERS' EQUITY               Deposits                 Noninterest-bearing   $ 67,010,985   $ 53,739,771     Interest-bearing     204,615,518     172,106,374                 Total deposits     271,626,503     225,846,145   Federal funds purchased and securities sold under agreements to repurchase     9,280,348     10,183,951   Notes payable — U.S. Treasury     1,932,124     1,984,714   Advances from the Federal Home Loan Bank     40,000,000     45,000,000   Accrued interest payable     581,863     493,179   Deferred income taxes     20,973     200,762   Other liabilities     2,385,170     1,199,101                   325,826,981     284,907,852   Shareholders' equity               Common stock, par $1.00 per share; authorized 10,000,000 shares; issued and outstanding 2,809,698 in 2005 and 2,834,823 in 2004     2,809,698     2,834,823   Additional paid-in capital     18,425,528     18,774,448   Retained earnings     11,567,531     10,239,356   Accumulated other comprehensive income     1,837,408     2,366,653                   34,640,165     34,215,280                 $ 360,467,146   $ 319,123,132              The accompanying notes are an integral part of these consolidated financial statements.   35        CONSOLIDATED STATEMENTS OF INCOME          Years Ended December 31,         2005   2004   2003      INTEREST INCOME                     Interest and fees on loans   $ 16,826,955   $ 13,584,677   $ 13,034,872   Interest and dividends on securities                       Taxable interest income     1,201,016     1,399,879     2,331,880     Nontaxable interest income     174,649     188,296     218,645     Dividends     244,849     210,572     125,539   Interest on federal funds sold and other interest income     623,910     116,899     224,755                Total interest income     19,071,379     15,500,323     15,935,691                INTEREST EXPENSE                     Deposits     4,022,723     2,130,765     3,469,039   Borrowings     3,352,360     3,190,857     3,170,695                Total interest expense     7,375,083     5,321,622     6,639,734                Net interest income     11,696,296     10,178,701     9,295,957   PROVISION FOR LOAN LOSSES      —      —      243,000                Net interest income after provision for loan losses     11,696,296     10,178,701     9,052,957                NONINTEREST INCOME                     Service charges on deposit accounts     1,082,568     948,386     987,582   Brokerage commissions     667,510     623,923     597,247   Electronic Banking fees     5,030,775     4,898,255     5,204,886   Mortgage banking fees and gains     2,705,785     1,917,883     665,948   Other fees and commissions     392,139     276,894     326,840   Gains on security sales     839,859     115,810     486,109                Total noninterest income     10,718,636     8,781,151     8,268,612                NONINTEREST EXPENSES                     Salaries     7,444,463     6,837,035     5,996,496   Employee benefits     1,344,092     1,876,248     1,499,002   Occupancy     1,848,168     1,601,321     1,452,624   Furniture and equipment     1,211,349     1,590,436     1,784,787   Impairment of ATM network     563,400     —     —   Prepayment penalty     505,839     —     —   Write down of impaired securities     —     497,313     —   Other noninterest expenses     5,716,813     5,348,647     5,325,446                Total noninterest expenses     18,634,124     17,751,000     16,058,355                Income before income taxes     3,780,808     1,208,852     1,263,214   INCOME TAXES      1,322,371      320,488      338,500                NET INCOME   $ 2,458,437   $ 888,364   $ 924,714                NET INCOME PER SHARE — BASIC   $ 0.87   $ 0.31   $ 0.33                NET INCOME PER SHARE — DILUTED   $ 0.87   $ 0.31   $ 0.32                 The accompanying notes are an integral part of these consolidated financial statements.   36        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY         YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003          Common Stock   Additional Paid-In Capital   Retained Earnings   Accumulated Other Comprehensive Income   Comprehensive Income                                      BALANCE, DECEMBER 31, 2002   $ 2,821,757   $ 18,617,608   $ 10,513,874   $ 1,737,840           Net Income     —     —     924,714     —   $ 924,714     Net unrealized gains (losses) on available for sale securities, net of tax     —     —     —     449,152     449,152                                      Comprehensive income                           $ 1,373,866                                      Stock options exercised     6,715     70,007     —     —           Adjustments to 2002 stock dividend     (394 )   (5,228 )   5,622     —           Cash dividends, $0.36 per share     —     —     (1,016,785 )   —                                   BALANCE, DECEMBER 31, 2003     2,828,078     18,682,387     10,427,425     2,186,992           Net Income     —     —     888,364     —   $ 888,364     Net unrealized gains (losses) on available for sale securities, net of tax     —     —     —     179,661     179,661                                      Comprehensive Income                           $ 1,068,025                                      Stock options exercised, including tax benefit of $21,293     8,845     122,616     —     —           Shares acquired and cancelled     (2,100 )   (30,555 )   —     —           Cash dividends, $0.38 per share     —     —     (1,076,433 )   —                                   BALANCE, DECEMBER 31, 2004     2,834,823     18,774,448     10,239,356     2,366,653           Net Income     —     —     2,458,437     —   $ 2,458,437     Net unrealized gains (losses) on available for sale securities, net of tax     —     —     —     (529,245 )   (529,245 )                                    Comprehensive income                           $ 1,929,192                                      Shares acquired and cancelled     (42,500 )   (556,750 )   —     —           Stock options exercised including tax benefit of $18,166     17,375     207,830     —     —           Cash dividends, $0.40 per share     —     —     (1,130,262 )   —                                   BALANCE, DECEMBER 31, 2005   $ 2,809,698   $ 18,425,528   $ 11,567,531   $ 1,837,408                                    The accompanying notes are an integral part of these consolidated financial statements.   37        CONSOLIDATED STATEMENTS OF CASH FLOWS          Years Ended December 31,           2005    2004    2003           CASH FLOWS FROM OPERATING ACTIVITIES:                       Net income   $ 2,458,437   $ 888,364   $ 924,714     ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES:                          Provision for loan losses     —     —     243,000     Deprecation and amortization     937,570     1,255,340     1,440,603     Deferred income taxes     153,209     (198,755 )   (253,808 )   Amortization of premiums and discounts     80,719     230,676     436,783     Gains on disposal of securities     (839,859 )   (115,810 )   (486,109 )   Impairment of ATM network     563,400     —     —     Write down of impaired securities     —     497,313     —     Loans held for sale made, net of principal sold     (3,547,380 )   (7,978,146 )   (2,241,583 )   Gains on sale and write-down of premises and equipment     (6,246 )   (18,941 )   (90,006 )   (Gains) losses on sale of foreclosed real estate     —     11,548     (14,309 )   Write-down of foreclosed real estate     —     8,077     9,442     Income tax benefit from exercise of stock options     18,166     21,293     —     (Increase) decrease in:                         Accrued interest receivable     (123,110 )   125,835     326,440       Prepaid income taxes     (61,871 )   (160,701 )   118,681       Cash surrender value of bank owned life insurance     (70,896 )   (52,949 )   (3,999,699 )     Other assets     582,001     (547,860 )   123,924     Increase (decrease) in:                         Accrued interest payable     88,684     42,124     (62,303 )     Deferred loan origination fees     144,907     134,343     202,337       Other liabilities     622,669     (315,427 )   882,352                        Net cash provided by (used in) operating activities     1,000,400     (6,173,676 )   (2,439,541 )                  CASH FLOWS FROM INVESTING ACTIVITIES:                       Proceeds from sales of securities available for sale     2,461,757     2,518,491     1,724,217     Proceeds from maturities of securities available for sale     19,716,329     30,685,807     115,149,964     Redemption (purchase) of Federal Home Loan Bank stock, net     191,300     (372,900 )   250,000     Purchase of securities available for sale     (8,354,638 )   (13,528,310 )   (100,048,513 )   Purchase of securities held to maturity     (19,021,466 )   —     —     Loans made, net of principal collected     (28,509,599 )   (20,811,745 )   5,435,642     Purchase of premises and equipment     (902,943 )   (1,935,364 )   (923,640 )   Proceeds from sale of premises and equipment     15,189     361,582     269,198     Proceeds from sale of foreclosed real estate     —     164,876     235,590                        Net cash provided by (used in) investing activities     (34,404,071 )   (2,917,563 )   22,092,458                    CASH FLOWS FROM FINANCING ACTIVITIES:                       Net increase (decrease) in time deposits     20,085,651     7,124,050     (26,481,138 )   Net increase (decrease) in other deposits     25,694,707     11,665,996     3,273,130     Payment of Federal Home Loan Bank advance     (5,000,000 )   —     —     Net increase (decrease) in other borrowed funds     (956,193 )   (1,808,269 )   396,324     Common stock repurchase and retirement     (599,250 )   (32,655 )   —     Stock options exercised     207,039     110,168     76,722     Dividends paid     (1,130,262 )   (1,076,433 )   (1,016,785 )                      Net cash provided by (used in) financing activities     38,301,692     15,982,857     (23,751,747 )                  Net increase (decrease) in cash and cash equivalents     4,898,021     6,891,618     (4,098,830 )   Cash and cash equivalents at beginning of year     34,192,544     27,300,926     31,399,756                    Cash and cash equivalents at end of year   $ 39,090,565   $ 34,192,544   $ 27,300,926                    SUPPLEMENTAL INFORMATION:                       Interest paid on deposits and borrowings   $ 7,286,399   $ 5,279,498   $ 6,702,037                    Income taxes paid   $ 1,525,204   $ 545,609   $ 191,024                    NONCASH ACTIVITY:                       Transfer of loans to foreclosed real estate   $ —   $ 84,500   $ 112,069                     The accompanying notes are an integral part of these consolidated financial statements.   38        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    The accounting and reporting policies of Carrollton Bancorp and subsidiary (the "Company") conform to U.S. generally accepted accounting principles. The following is a description of the more significant of these policies.  Organization      The Company was formed January 11, 1990 and is a Maryland corporation chartered as a bank holding company. The Company holds all the issued and outstanding shares of common stock of Carrollton Bank (the "Bank"). The Bank is a Maryland company that engages in general commercial banking operations. Deposits in the Bank are insured, subject to regulatory limitations, by the Federal Deposit Insurance Corporation (the "FDIC").     The Bank provides commercial and brokerage services to individuals and small and medium-sized businesses. Services offered by the Bank include a variety of loans and a broad spectrum of commercial and consumer financial services.  Basis of Presentation      The consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles and include all accounts of the Company and its wholly-owned subsidiary, Carrollton Bank. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Certain amounts for prior years have been reclassified to conform to the presentation for 2005. These reclassifications have no effect on stockholders' equity or net income as previously reported.  Use of Estimates      The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.     Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses (the "Allowance"), and other than temporary impairment of investment securities. In connection with the determination of the Allowance, management prepares fair value analyses and obtains independent appraisals as necessary. Management believes that the Allowance is sufficient to address the losses inherent in the current loan portfolio. While management uses available information to recognize losses on loans, future additions to the Allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review the Bank's Allowance. Such agencies may require the Bank to recognize additions to the Allowance based on their judgments about information available to them at the time of their examinations.     Securities are evaluated periodically to determine whether a decline in their value is other than temporary. The term "other than temporary" is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.  Cash and Cash Equivalents      For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash and due from banks, federal funds sold and interest-bearing deposits with banks.     Federal funds sold are carried at cost, which approximates fair value, and are generally sold for one-day periods.  Federal Home Loan Bank Stock      Federal Home Loan Bank stock is carried at cost, which approximates fair value.  Investment Securities Available for Sale      Securities available for sale are acquired as part of the Company's asset/liability management strategy and may be sold in response to changes in interest rates, loan demand, changes in prepayment risk and other factors. Securities available for sale are recorded at their fair value. Unrealized holding gains or losses, net of the related tax effect, are excluded from earnings and reported as an item of other comprehensive income until realized. The carrying values of securities available for sale are adjusted for premium amortization to the earlier of the maturity or expected call date and discount accretion to the maturity date. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income. Related interest and dividends are included in interest  39       income. Declines in the fair value of individual available for sale securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by a rating agency, a significant deterioration in the financial condition of the issuer, or that management would not have the intent and ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value.     Equity securities represent the stock of various financial institutions.  Investment Securities Held to Maturity      Investment securities held to maturity are those securities which the Company has the ability and positive intent to hold until maturity. Securities so classified at the time of purchase are recorded at cost. Carrying values of securities held to maturity are adjusted for premium amortization to the earlier of the maturity or expected call date and discount accretion to the maturity date. Declines in the fair value of individual held to maturity securities below their cost, that are other than temporary, result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by the rating agency, a significant deterioration in the financial condition of the issuer, or that management would not have the ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value.  Loans Held for Sale      Residential mortgage loans originated for sale are carried at the lower of cost or market, which may be indicated by the committed sale price, determined on an individual basis.  Loans Receivable      Loans are stated at the amount of unpaid principal adjusted for deferred origination fees and costs and the allowance for loan losses. Deferred origination fees and costs are recognized as an adjustment of the related loan yield using the interest method. The Company determines the delinquency status of loans based on contractual loan terms. Loans are generally placed in nonaccrual status when they are past-due 90 days as to either principal or interest or when, in the opinion of management, the collection of all interest and/or principal is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrates the ability to pay and remain current. Management may grant a waiver from nonaccrual status for a 90-day past-due loan that is both well secured and in the process of collection.     A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. A loan is not considered impaired during a period of delay in payment if the Company expects to collect all amounts due, including interest past-due. The Company generally considers a period of delay in payment to include delinquency up to 90 days.     In accordance with Statement of Financial Accounting Standards ("SFAS") No. 114, Accounting by Creditors for Impairment of a Loan ("SFAS No. 114"), the Company measures impaired loans: (i) at the present value of expected cash flows discounted at the loan's effective interest rate; (ii) at the observable market price; or (iii) at the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, an impairment is recognized through a valuation allowance and corresponding provision for loan losses.     SFAS No. 114 does not apply to larger groups of smaller-balance homogeneous loans such as consumer installment loans. These loans are collectively evaluated for impairment. The Company's impaired loans are, therefore, comprised primarily of commercial loans, including commercial mortgage loans, and real estate development and construction loans. In addition, impaired loans are generally loans which management has placed in nonaccrual status. The Company recognizes interest income for impaired loans consistent with its method for nonaccrual loans. Specifically, interest payments received are normally applied to principal. An impaired loan is charged off when the loan, or a portion thereof, is considered uncollectible.     The Company provides for loan losses through the establishment of the Allowance by provisions charged against earnings. The Company's objective is to ensure that the Allowance is adequate to cover probable loan losses inherent in the loan portfolio at the date of each balance sheet. Management considers a number of factors in estimating the required level of the Allowance. These factors include: historical loss experience in the loan portfolios; the levels and trends in past-due and nonaccrual loans; the status of nonaccrual loans and other loans identified as having the potential for further deterioration; credit risk and industry concentrations; trends in loan volume; the effects of any changes in lending policies and procedures or underwriting standards; and, a continuing evaluation of the economic environment. The Company's estimate of the required Allowance is subject to revision as these factors change and is sensitive to the effects of economic and market conditions on borrowers. Loan losses are charged against the  40       allowance when management believes the uncollectibility of the loan balance is confirmed. Subsequent recoveries, if any, are credited to the Allowance.  Real Estate Properties Acquired in Satisfaction of Loans      Real estate properties acquired in satisfaction of loans are reported in foreclosed real estate and are recorded at the lower of cost or estimated fair value less selling costs. Losses incurred at the time of acquisition of the property are charged to the allowance for loan losses. Subsequent write-downs are included in noninterest expense along with operating income and expenses of such properties and gains or losses realized upon disposition.  Premises and Equipment      Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are charged to noninterest expenses. Depreciation generally is computed on the straight-line basis over the estimated useful lives of the assets, which generally range from three to ten years for furniture and equipment, three to five years for computer software and hardware, and ten to forty years for buildings and leasehold improvements. Leasehold improvements are generally amortized over the terms of the related leases or the lives of the assets, whichever is shorter. The costs of significant purchases, renewals and betterments are capitalized, while the costs of ordinary maintenance and repairs are expensed as incurred and included in noninterest expense.     Any gain or loss on the sale of an asset is treated as an adjustment to the basis of its replacement, if traded in, or as an income or expense item, if sold. Leases are accounted for as operating leases since none meet the criteria for capitalization.  Bank Owned Life Insurance      The Company purchased insurance on the lives of certain groups of employees. The policies accumulate asset values to meet future liabilities. Increases in the cash surrender value are recorded in noninterest income in the Consolidated Statements of Income.  Income Taxes      The Company and its subsidiary file a consolidated federal income tax return. Deferred income taxes are recognized for the tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities based on enacted tax rates expected to be in effect when such amounts are realized or settled.  Intangible Assets      A deposit intangible asset of $1,847,700, relating to a branch acquisition, is being amortized using the straight-line method over 15 years. The remaining unamortized balance at December 31, 2005 and 2004 was $554,284 and $677,453, respectively. Amortization expense was $123,180 for 2005, 2004, and 2003, respectively.     The Company capitalizes the value of loan servicing retained on loan sales, and amortizes the value over the estimated life of the portfolio of loans serviced.     Intangible assets are included in "Other assets" on the Consolidated Balance Sheets. Management evaluates intangible assets for impairment quarterly.  Derivative Instruments and Hedging Activities      The Company accounts for derivative instruments and hedging activities utilizing guidelines established in FASB Statement No. 133 ("FASB No. 133"),  Accounting for Derivative Instruments and Hedging Activities, as amended. The Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. Changes in fair value of derivatives designated and accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in "Other Comprehensive Income," net of deferred taxes. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item.     Management periodically reviews contracts from various functional areas of the Company to identify potential derivatives embedded within selected contracts. Management has identified potential embedded derivatives in certain loan commitments for residential mortgages where the Company has intent to sell to an outside investor. Due to the short-term nature of these loan commitments and the minimal historical dollar amount of commitments outstanding, the corresponding impact on the Company's financial condition and results of operation has not been material.     The Company entered into an interest rate Floor transaction on December 14, 2005. The Floor has a notional amount of $10.0 million with a minimum interest rate of 7.00% based on US prime rate and was initiated to hedge exposure to the variability in the future cash flows derived from adjustable rate home equity loans. The Floor has a term of five years. This interest rate Floor is designated a cash flow hedge, as it is designed to reduce variation in  41       overall changes in cash flow below the above designated strike level associated with the first Prime based interest payments received each period on its then existing loans. The interest rate of these loans will change whenever the repricing index changes, plus or minus a credit spread (based on each loan's underlying credit characteristics), until the maturity of the interest rate Floor. Should the Prime rate index fall below the strike level of the Floor prior to maturity, the Floor's counterparty will pay the Bank the difference between the strike rate and the rate index multiplied by the notional value of the Floor multiplied by the number of days in the period divided by 360 days. The fair value of the Floor will be recorded as "Other assets" and changes in the fair value will be recorded as "Other Comprehensive Income" a component of shareholders' equity.  Per Share Data      Basic net income per share is determined by dividing net income by the weighted average number of common shares outstanding giving retroactive effect to any stock dividends and splits declared. Diluted earnings per share is determined by adjusting average shares of common stock outstanding by the potentially dilutive effects of stock options outstanding. The dilutive effects of stock options are computed using the treasury stock method.  Comprehensive Income      Comprehensive income includes all changes in shareholders' equity during a period, except those relating to investments by and distributions to shareholders. The Company's comprehensive income consists of net earnings and unrealized gains and losses on securities available for sale and is presented in the statements of shareholders' equity. Accumulated other comprehensive income is displayed as a separate component of shareholders' equity.  Stock-based Compensation      The Company uses the intrinsic value method to account for stock based compensation plans. Because the option price of stock options granted was equal to the market price of the common stock at the date of grant for all options granted, no compensation expense related to the options was recognized. If the Company had applied a fair value based method to recognize compensation cost for the options granted, net income and net income per share would have been changed to the following pro forma amounts for the years ended December 31, 2005, 2004, and 2003:         2005    2004    2003           Net Income:                         As reported   $ 2,458,437   $ 888,364   $ 924,714       Additional compensation net of related income tax     (99,572 )   (81,812 )   (22,727 )                    Pro forma   $ 2,358,865   $ 806,552   $ 901,987                    Basic Earnings Per Share:                         As reported   $ 0.87   $ 0.31   $ 0.33       Pro forma     0.83     0.28     0.32     Diluted Earnings Per Share:                         As reported     0.87     0.31     0.32       Pro forma     0.83     0.28     0.32         The value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants during the years ended December 31, 2005, 2004, and 2003:         2005   2004   2003      Dividend yield   2.67%   2.25%   2.48% to 2.84%   Expected volatility   26.94%   18.15%   20.88%   Risk free rate   3.96% to 4.47%   4.43%   4.25% to 4.67%   Estimated life   10 years   10 years   10 years    2. CASH AND DUE FROM BANKS    The Bank is required by the Federal Reserve System to maintain certain reserve balances based principally on deposit liabilities. At December 31, 2005 and 2004, the required reserve balances were $323,000 and $530,000, respectively. The Company sells federal funds on an unsecured basis to its correspondent banks. Average balances sold were $12.9 million in 2005 and $3.2 million in 2004.  42       3. INVESTMENT SECURITIES           Investment securities are summarized as follows:         Amortized cost   Unrealized gains   Unrealized losses   Fair value      December 31, 2005                           AVAILABLE FOR SALE                             U.S. government agency   $ 10,786,412   $ 3,225   $ (49,302 ) $ 10,740,335     Mortgage-backed securities     8,551,994     34,005     (95,874 )   8,490,125     State and municipal     3,613,458     76,401     —     3,689,859     Corporate bonds     1,516,345     —     (1,874 )   1,514,471                         24,468,209     113,631     (147,050 )   24,434,790     Equity securities     1,633,298     3,030,815     (3,900 )   4,660,213                       $ 26,101,507   $ 3,144,446   $ (150,950 ) $ 29,095,003                   HELD TO MATURITY                             U.S. government agency   $ 5,000,000   $ —   $ (64,050 ) $ 4,935,950     Mortgage-backed securities     9,575,713     29,016     (98,260 )   9,506,469     State and municipal     3,912,692     —     (49,832 )   3,862,860                       $ 18,488,405   $ 29,016   $ (212,142 ) $ 18,305,279                            Amortized cost    Unrealized gains    Unrealized losses    Fair value      December 31, 2004                           AVAILABLE FOR SALE                             U.S. government agency   $ 20,061,205   $ 2,797   $ (150,212 ) $ 19,913,790     Mortgage-backed securities     8,287,646     174,560     (14,320 )   8,447,886     State and municipal     4,017,338     120,657     (562 )   4,137,433     Corporate bonds     3,011,368     25,552     —     3,036,920                         35,377,557     323,566     (165,094 )   35,536,029     Equity securities     3,255,196     3,701,667     (4,400 )   6,952,463                       $ 38,632,753   $ 4,025,233   $ (169,494 ) $ 42,488,492                       Information related to unrealized losses in the portfolio as of December 31, 2005 follows:         December 31, 2005           Less than 12 months    12 months or longer    Total          Fair Value   Unrealized Losses   Fair Value   Unrealized Losses   Fair Value   Unrealized Losses          U.S. government agency   $ 4,935,950   $ (64,050 ) $ 4,950,310   $ (49,302 ) $ 9,886,260   $ (113,352 )   Mortgage-backed securities     7,489,065     (98,260 )   3,676,180     (95,874 )   11,165,245     (194,134 )   State and municipal     3,862,860     (49,832 )   —     —     3,862,860     (49,832 )   Corporate bonds     —     —     1,515,000     (1,874 )   1,515,000     (1,874 )   Equity securities     —     —     11,600     (3,900 )   11,600     (3,900 )                               $ 16,287,875   $ (212,142 ) $ 10,153,090   $ (150,950 ) $ 26,440,965   $ (363,092 )                               Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.     During 2004, the Company wrote down its FHLMC preferred stock securities by $497,313 to fair value to reflect what the Company considered to be an other-than-temporary impairment of those securities. At December 31, 2005,  43       one marketable equity security had an unrealized loss with aggregate depreciation of approximately $3,900 from the Company's cost basis. No credit issues have been identified that cause management to believe the decline in market value is other than temporary. In analyzing the issuer's financial condition, management considers industry analysis reports, financial performance and projected target prices of investment analysts within a one-year time frame. Unrealized losses on marketable equity securities that are in excess of 50% of cost, and that have been sustained for more than 24 months, are generally recognized by management as being other than temporary and charged to earnings, unless evidence exists to support a realizable value equal to or greater than the Company's carrying value of the investment.     All unrealized losses on U.S. government agency, mortgage-backed securities, state and municipal securities and corporate bonds as of December 31, 2005 are considered to be temporary losses, because each security will be redeemed at face value at, or prior to maturity. In most cases, the temporary impairment in value is caused by market interest rate fluctuations.     Contractual maturities of debt securities at December 31, 2005 and 2004 are shown below. Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.         December 31, 2005         Available for sale   Held to maturity   Maturing    Amortized Cost   Fair Value   Amortized Cost   Fair Value      Within one year   $ 250,000   $ 250,161   $ —   $ —   Over one to five years     9,767,684     9,744,231     —     —   Over five to ten years     5,899,059     5,950,273     8,912,692     8,798,810   Mortgage-backed securities     8,551,466     8,490,125     9,575,713     9,506,469                       $ 24,468,209   $ 24,434,790   $ 18,488,405   $ 18,305,279                            December 31, 2004         Available for sale   Held to maturity   Maturing    Amortized Cost   Fair Value   Amortized Cost   Fair Value      Within one year   $ 18,466,830   $ 18,361,490   $ —   $ —   Over one to five years     5,840,388     5,860,698     —     —   Over five to ten years     2,782,693     2,865,955     —     —   Mortgage-backed securities     8,287,646     8,447,886     —     —                       $ 35,377,557   $ 35,536,029   $ —   $ —                       At December 31, 2005 and 2004, securities with an amortized cost of $32.8 million (fair value of $32.6 million) and $26.9 million (fair value of $30.1million), respectively, were pledged as collateral for government deposits, securities sold under repurchase agreements, and advances from the Federal Home Loan Bank.     In 2005, 2004, and 2003, the Company realized gross gains on sales of securities of $839,859, $115,810, and $486,109, respectively. During 2004, the Company recognized an other than temporary impairment of $497,313. There were no realized losses in 2005 or 2003. Income taxes (benefit) on net security gains (losses) were $293,783, $(147,336), and $187,735, in 2005, 2004 and 2003, respectively.  44        4. LOANS    Major classifications of loans at December 31 are as follows:         2005   2004      Real estate:                 Residential   $ 53,148,211   $ 55,242,018     Commercial     97,909,115     94,858,597     Construction and land development     37,415,478     17,774,874   Demand and time     56,118,527     46,168,587   Lease financing     1,936,482     3,598,003   Installment     1,415,260     2,084,215                   247,943,073     219,726,294   Allowance for loan losses     3,337,163     3,485,076             Loans, net   $ 244,605,910   $ 216,241,218                 The Bank makes loans to customers located in Maryland, Virginia, Pennsylvania and Delaware. Although the loan portfolio is diversified, its performance will be influenced by the regional economy.     The maturity and rate repricing distribution of the loan portfolio at December 31 is as follows:         2005   2004      Repricing or maturing within one year   $ 139,326,825   $ 93,722,336   Maturing over one to five years     91,219,788     87,538,764   Maturing over five years     17,396,460     38,465,194                 $ 247,943,073   $ 219,726,294                 Loan balances have been adjusted by the following deferred amounts as of December 31:         2005   2004          Deferred origination costs and premiums   $ 392,075   $ 458,177     Deferred origination fees and unearned discounts     (741,636 )   (662,831 )               Net deferred fees   $ (349,561 ) $ (204,654 )                   Transactions in the allowance for loan losses for the years ended December 31 were as follows:         2005   2004   2003      Beginning balance   $ 3,485,076   $ 3,648,245   $ 3,578,762   Provision charged to operations     —     —     243,000   Recoveries     167,128     113,953     91,511                      3,652,204     3,762,198     3,913,273   Loans charged off     315,041     277,122     265,028                Ending balance   $ 3,337,163   $ 3,485,076   $ 3,648,245                 45         Nonperforming assets and loans past-due 90 days or more but accruing interest were as follows at December 31:         2005   2004   2003      Nonaccrual loans   $ 1,413,925   $ 615,394   $ 712,116   Restructured loans     —     455,864     661,974   Foreclosed real estate     —     —     100,000                  Total nonperforming assets   $ 1,413,925   $ 1,071,258   $ 1,474,090                Accruing loans past-due 90 days or more   $ 179,012   $ 1,567,919   $ 1,036,018                Unrecorded interest on nonaccrual loans   $ 111,413   $ 64,037   $ 54,857                Interest income recognized on nonaccrual loans   $ 58,718   $ 32,318   $ 30,660                    At December 31, 2005, there were no impaired loans.     At December 31, 2004, and 2003, the Company had one impaired loan to the same borrower amounting to $455,864, and $661,974, respectively, which was classified as impaired because it had been restructured to accept interest only payments for a period of time. The average balance of impaired loans amounted to $298,406, $530,680, and $615,021, in 2005, 2004, and 2003, respectively. During 2005, 2004, and 2003, the Company received total payments on impaired loans of $601,323, $341,857, and $34,650, respectively. Of these amounts, $24,583, $75,938, and $34,650, were recorded as interest income for 2005, 2004, and 2003, respectively. The remainder was applied to reduce principal and recovery of professional fees. There was no specific allowance for this loan since the fair value of the collateral securing the loan was considered adequate to cover all principal and interest due. The Company also continued to accrue interest on this loan due to the adequacy of the collateral value.     Loans with a balance of approximately $86.2 million and $48.2 million were pledged as collateral to the Federal Home Loan Bank of Atlanta as of December 31, 2005 and 2004, respectively. At December 31, 2005 and 2004, the Company serviced loans for others totaling $1.6 million and $2.4 million, respectively.  5. CREDIT COMMITMENTS    Outstanding loan commitments, unused lines of credit, and letters of credit were as follows as of December 31:         2005   2004   2003      LOAN COMMITMENTS                       Mortgage loans   $ 4,066,223   $ 8,899,836   $ 9,744,958     Construction and land development     14,913,344     9,438,961     4,290,726     Commercial loans     7,058,000     13,812,780     19,588,470                    $ 26,037,567   $ 32,151,577   $ 33,624,154                UNUSED LINES OF CREDIT                       Home equity lines   $ 52,194,528   $ 55,883,051   $ 48,536,491     Commercial lines     26,095,802     25,467,308     24,667,060     Unsecured consumer lines     1,410,270     1,405,075     1,396,869                    $ 79,700,600   $ 82,755,434   $ 74,600,420                LETTERS OF CREDIT   $ 2,606,061   $ 2,910,330   $ 2,795,649                    Loan commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.     The Company's exposure to credit loss in the event of nonperformance by the borrower is the contract amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including collateral, as outstanding loans. The Company is not aware of any accounting loss it would incur by funding the above commitments.  46       6. RELATED PARTY TRANSACTIONS    The Company's executive officers and directors, or other entities, to which they are related, enter into loan transactions with the Bank in the ordinary course of business. The terms of these transactions are similar to the terms provided to other borrowers entering into similar loan transactions and do not involve more than normal risk of collectibility. During the years ended December 31, 2005, 2004 and 2003, transactions in related party loans were as follows:         2005   2004   2003          Beginning balance   $ 1,820,717   $ 3,209,200   $ 4,421,030     Additions     179,452     1,040,580     648,991     Repayments     (105,385 )   (2,429,063 )   (1,860,821 )                  Ending balance   $ 1,894,784   $ 1,820,717   $ 3,209,200                        A director of the Company is a partner in a law firm that provides legal services to the Company and the Bank. During the years ended December 31, 2005, 2004, and 2003, amounts paid to the law firm in connection with those services were $220,000, $249,000, and $260,000, respectively.     A director of the Company is President of an insurance brokerage through which the Company and the Bank place various insurance policies. During the years ended December 31, 2005, 2004, and 2003, amounts paid to the insurance brokerage for insurance premiums were $215,000, $192,000, and $245,000, respectively.     A director of the Company is President of an electrical company through which the Company and the Bank contracted for electrical services amounting to $3,341 in 2003. No such services were performed in 2005 or 2004.     A director of the Company is the Executive Vice President for a commercial real estate services company, through which the Company and the Bank contracted for appraisal and management services amounting to $169,000 in 2005, $739,000 in 2004, and $101,000 in 2003.  7. PREMISES AND EQUIPMENT    A summary of premises and equipment is as follows as of December 31:         2005   2004          Land and improvements   $ 909,544   $ 909,544     Buildings     2,885,994     2,850,977     Leasehold improvements     3,137,550     2,773,689     Equipment and fixtures     5,341,396     7,930,744                       12,274,484     14,464,954     Accumulated depreciation and amortization     (6,840,856 )   (9,048,020 )                   $ 5,433,628   $ 5,416,934                     Depreciation and amortization of premises and equipment was $673,022, $1,059,198, and $1,275,612, for 2005, 2004, and 2003, respectively. Amortization of software was $141,368, $72,962, and $41,811 for 2005, 2004, and 2003, respectively.     On September 22, 2005, Wal-Mart notified the Bank of its intention to terminate the agreement for the Bank to provide ATMs at Wal-Mart, Sam's Club, and Wal-Mart supercenters in Maryland, Virginia and West Virginia. An impairment of $563,400 was recorded for the write down and cost of disposal of the ATM network. The ATMs were assets of the Electronic Banking division.  8. DEPOSITS    Major classifications of interest-bearing deposits are as follows as of December 31:         2005   2004      NOW and Super NOW   $ 33,396,380   $ 35,662,256   Money market     50,482,662     31,041,530   Savings     31,182,882     35,934,645   Certificates of deposit of $100,000 or more     14,990,576     9,321,990   Other time deposits     74,563,018     60,145,953                 $ 204,615,518   $ 172,106,374              47          Time deposits mature as follows:         December 31,        2005   2004      Maturing within one year   $ 67,555,717   $ 51,131,664   Maturing over one to two years     12,087,661     9,712,718   Maturing over two to three years     3,353,809     3,936,965   Maturing over three to four years     2,445,906     1,362,043   Maturing over four to five years     4,110,501     3,324,553                 $ 89,553,594   $ 69,467,943              9. BORROWED FUNDS    Borrowed funds consist of securities sold under repurchase agreements, federal funds purchased, borrowings from the FHLB and notes payable-U.S. Treasury. Notes payable-U.S. Treasury are U.S. Treasury and Federal Treasury Tax and Loan deposits accepted by the Bank from its customers to be remitted to the Federal Reserve on a periodic basis. Securities sold under repurchase agreements are securities sold to the Bank's customers under a continuing "roll-over" contract and mature in one business day. The underlying securities sold are federal agency securities that are segregated from the Company's other investment securities. Federal funds purchased are unsecured, overnight borrowings from other financial institutions.     Information with respect to borrowings is as follows at and for the years ended December 31:         Maturity Date   2005   2004   2003                      Amount outstanding at year-end:                             Federal Home Loan Bank   March 26, 2008   $ 5,000,000   $ 5,000,000   $ 5,000,000       Federal Home Loan Bank   February 2, 2010     35,000,000     35,000,000     35,000,000       Federal Home Loan Bank   May 24, 2010     —     5,000,000     5,000,000                                $ 40,000,000   $ 45,000,000   $ 45,000,000                          Federal funds purchased and securities sold under repurchase agreements       $ 9,280,348   $ 10,183,951   $ 11,951,594       Notes-payable — U.S. Treasury       $ 1,932,124   $ 1,984,714   $ 2,025,339     Weighted average interest rate at year-end:                             Advances from the FHLB         6.67 %   6.84 %   6.84 %     Federal funds purchased and securities sold under repurchase agreements         3.59 %   1.91 %%   1.22 %     Notes payable — U.S. Treasury         4.17 %   1.97 %   0.73 %   Maximum outstanding at any month-end:                             Advances from the FHLB       $ 45,000,000   $ 45,000,000   $ 45,000,000       Federal funds purchased and securities sold under repurchase agreements         11,742,108     13,540,231     14,733,180       Notes payable — U.S. Treasury         1,958,750     2,008,989     2,032,502     Average balance outstanding during the year:                             Advances from the FHLB       $ 44,876,712   $ 45,000,000   $ 45,000,000       Federal funds purchased and securities sold under repurchase agreements         8,986,714     10,102,501     12,324,539       Notes payable — U.S. Treasury         1,016,211     1,051,267     910,061     Weighted average interest rate during the year:                             Advances from the FHLB         6.84 %   6.84 %   6.84 %     Federal funds purchased and securities sold under repurchase agreements         2.66 %   0.96 %   0.71 %     Notes payable — U.S. Treasury         3.06 %   1.10 %   1.04 %       Debt retirement expense of $505,839 was incurred in 2005 due to the prepayment of a $5.0 million FHLB advance that had a maturity date of May 24, 2010 and an interest rate of 7.26%.  48          The Company has available unsecured federal funds lines of credit of $10 million and a secured federal funds line of credit of $10 million with other institutions. There was no balance outstanding under these lines at December 31, 2005 and 2004. These lines bear interest at the current federal funds rate of the correspondent bank.  10. OTHER NONINTEREST EXPENSES    Other noninterest expenses include the following for the years ended December 31:         2005   2004   2003      ATM services   $ 1,057,794   $ 1,134,848   $ 1,458,647   Data processing services     807,314     719,445     1,025,536   Carrier service     496,714     479,131     367,186   Marketing     355,921     287,343     187,172   Loan expenses     354,864     215,570     123,910   Employee-related expenses     345,203     306,678     294,645   Printing, stationary, and supplies     257,865     282,914     193,616   Professional services     226,965     187,784     573,684   Liability insurance     214,579     216,890     181,657   Telephone     189,990     195,867     221,363   Directors' fees     173,050     165,950     139,950   Postage and freight     167,681     228,030     208,914   Software amortization     141,368     72,962     41,811   Deposit premium amortization     123,180     123,180     123,180   Shareholder expense     111,273     91,283     36,000   Bank account charges     80,592     88,134     73,490   Other     612,460     552,638     74,685                    $ 5,716,813   $ 5,348,647   $ 5,325,446                 11. STOCK OPTIONS    The Company adopted a stock option incentive plan in 1998, which provides for the granting of common stock options to directors and key employees. In 2004, the shareholders approved increasing the number of shares available for grant under the Plan from 210,000 shares to 300,000 shares. These stock option awards contain a serial feature whereby one third of the options granted vest and can be exercised after each year. Option prices are equal to the estimated fair market value of the common stock at the date of the grant. Options expire ten years after the date of grant or upon employee termination if not exercised.     Information with respect to options outstanding is as follows for the years ended December 31:         2005      2004      2003          Shares   Option Price Range   Shares   Option Price Range   Shares   Option Price Range      Outstanding at beginning of year   193,470       174,785       179,025       Granted   53,930   $14.45 to $14.85   32,430   $16.02 to $16.22   9,930   $14.50 to $17.75   Exercised   (17,375 ) $9.71 to $14.50   (8,845 ) $9.71 to $15.42   (6,715 ) $9.71 to $15.36   Expired/Canceled   (2,895 ) $12.67 to $15.48   (4,900 ) $10.94 to $18.10   (7,455 ) $10.94 to $18.10                            Outstanding at end of year   227,130   $9.71 to $18.10   193,470   $9.71 to $18.10   174,785   $9.71 to $18.10                            Exercisable at December 31   213,550       143,919       137,580                                    On December 15, 2005, the Board of Directors authorized the grant of 42,000 options to officers and the immediate vesting of such options. All outstanding options to officers where the exercise price of the option exceeded the fair market value of the Company's stock were also approved for accelerated vesting. This resulted in 75,500 options becoming vested in 2005 that would have otherwise vested in future years.  49          A summary of information about stock options outstanding is as follows at December 31, 2005:     Weighted Average Exercise Price   Shares   Weighted Average Remaining Life (Years)   Shares Underlying Options Currently Exercisable      9.71$ DOT_LEADERS]_]   2,940   5.33   2,940     10.54   630   5.16   630     10.94   24,150   5.42   24,150     12.11   4,830   6.33   4,830     12.14   630   6.16   630     12.67   21,000   6.58   21,000     13.45   15,750   4.58   15,750     13.45   3,580   4.33   3,580     14.45   6,930   9.29   —     14.50   6,090   7.33   4,060     14.50   42,000   9.96   42,000     14.85   5,000   9.43   5,000     15.36   3,150   3.33   3,150     15.42   26,670   3.35   26,670     16.02   25,500   8.58   25,500     16.22   6,930   8.33   2,310     16.70   3,150   2.16   3,150     17.75   3,000   7.92   3,000     17.79   22,050   2.35   22,050     18.10   3,150   2.33   3,150                     14.52   227,130   6.30   213,550                       As of December 31, 2005, the weighted average exercise price of shares underlying options currently exercisable is $14.49 per share.  12. NET INCOME PER SHARE    The calculation of net income per common share as restated giving retroactive effect to any stock dividends and splits is as follows for the years ended December 31:         2005   2004   2003      Weighted average common shares outstanding     2,827,747     2,831,880     2,825,077   Stock option adjustment     14,140     28,366     27,810                Weighted average common shares outstanding-diluted     2,841,887     2,860,246     2,852,887                Net income (applicable to common stock)   $ 2,458,437   $ 888,364   $ 924,714                Basic net income per share   $ 0.87   $ 0.31   $ 0.33                Diluted net income per share   $ 0.87   $ 0.31   $ 0.32                 50        13. COMPREHENSIVE INCOME    Comprehensive income is defined as net income plus transactions and other occurrences which are the result of nonowner changes in equity. For the Company, nonowner equity changes are comprised of unrealized gains or losses on available for sale securities that will be accumulated with net income in determining comprehensive income. Presented below is a reconcilement of net income to comprehensive income for the years ended December 31:         2005   2004   2003          Net Income   $ 2,458,437   $ 888,364   $ 924,714                    Other comprehensive income:                       Unrealized holding gains (losses) during the period     (22,384 )   (88,800 )   1,217,864     Add: Security impairment write down     —     497,313     —     Less: Adjustment for security gains     (839,859 )   (115,810 )   (486,109 )                  Other comprehensive income before tax     (862,243 )   292,703     731,755     Income taxes on comprehensive income     332,998     (113,042 )   (282,603 )                  Other comprehensive income after tax     (529,245 )   179,661     449,152                    Comprehensive income   $ 1,929,192   $ 1,068,025   $ 1,373,866                     14. CAPITAL STANDARDS    The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action taken by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting procedures. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.     Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes, as of December 31, 2005, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 2005, the most recent notification from the Federal Reserve Bank and the FDIC categorized the Company and the Bank as "well  51       capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes would change the Company's or the Bank's category.         Actual     Minimum Capital Adequacy     To be Well Capitalized         Amount   Ratio   Amount   Ratio   Amount   Ratio      DECEMBER 31, 2005                                 Total Capital (to risk-weighted assets)                                   Consolidated   $ 37,447,000   13.51%   $ 22,176,000   8.0%   $ 27,720,000   10.0%     Carrollton Bank     34,338,000   12.52%     21,945,000   8.0%     27,432,000   10.0%   Tier 1 Capital (to risk-weighted assets)                                   Consolidated     32,250,000   11.63%     11,088,000   4.0%     16,632,000   6.0%     Carrollton Bank     31,001,000   11.30%     10,973,000   4.0%     16,459,000   6.0%   Tier 1 Capital (to average assets)                                   Consolidated     32,250,000   8.96%     14,397,000   4.0%     17,996,000   5.0%     Carrollton Bank     31,001,000   8.72%     14,223,000   4.0%     17,779,000   5.0%   DECEMBER 31, 2004                                       Total Capital (to risk-weighted assets)                                   Consolidated     32,832,000   12.74%     20,616,000   8.0%     25,770,000   10.0%     Carrollton Bank     32,680,000   12.96%     20,168,000   8.0%     25,210,000   10.0%   Tier 1 Capital (to risk-weighted assets)                                   Consolidated     29,677,000   11.52%     10,308,000   4.0%     15,462,000   6.0%     Carrollton Bank     29,525,000   11.71%     10,084,000   4.0%     15,126,000   6.0%   Tier 1 Capital (to average assets)                                   Consolidated     29,677,000   9.41%     12,616,000   4.0%     15,770,000   5.0%     Carrollton Bank     29,525,000   9.49%     12,447,000   4.0%     15,559,000   5.0%    15. RETIREMENT PLANS    The Company has a defined benefit pension plan covering substantially all of the employees. Benefits are based on years of service and the employee's highest average rate of earnings for the three consecutive years during the last five full years before retirement. Assets of the Plan are held in a trust fund managed by an insurance company. Effective December 31, 2004, the Company froze the Plan. Participant benefits stopped accruing as of the date of the freeze.  52          The following table sets forth the financial status of the Plan as of and for the years ended December 31:         2005   2004   2003          CHANGE IN BENEFIT OBLIGATION:                         Benefit obligation at beginning of year   $ 7,739,006   $ 8,820,583   $ 8,201,071       Service cost     —     528,407     434,987       Interest cost     477,203     545,710     544,400       Actuarial gain     61,831     69,083     21,234       Benefits paid     (333,255 )   (331,542 )   (381,109 )     Adjustment for special event — curtailment     —     (1,893,235 )   —                      Benefit obligation at end of year     7,944,785     7,739,006     8,820,583                    CHANGE IN PLAN ASSETS:                         Fair value of plan assets at beginning of year     7,730,718     7,399,746     6,161,247       Actual return on plan assets     591,608     271,153     1,152,983       Employer contribution     —     450,000     466,625       Benefits paid and administrative expenses     (369,339 )   (390,181 )   (381,109 )                    Fair value of plan assets at end of year     7,952,987     7,730,718     7,399,746                      Funded status     8,202     (8,288 )   (1,420,837 )     Unrecognized net actuarial (gain) loss     45,450     (15,901 )   1,537,550       Unrecognized prior service cost     —     —     73,501                      Prepaid (accrued) benefit cost   $ 53,652   $ (24,189 ) $ 190,214                    ASSUMPTIONS USED IN MEASURING THE PROJECTED BENEFIT OBLIGATION WERE AS FOLLOWS FOR THE YEARS ENDED DECEMBER 31:                         Discount rates     6.25%     6.25%     6.75%       Rates of increase in compensation levels     N/A     4.25%     5.50%       Long-term rate of return on assets     8.00%     8.00%     9.00%     NET PENSION EXPENSE INCLUDES THE FOLLOWING COMPONENTS:                            Service cost   $ —   $ 528,407   $ 434,987       Interest cost     477,203     545,710     544,400       Estimated return on assets     (555,044 )   (558,384 )   (538,297 )     Net amortization and deferral     —     148,670     166,460                      Net pension expense (benefit)   $ (77,841 ) $ 664,403   $ 607,550                    ACCUMULATED BENEFIT OBLIGATION AT YEAR END   $ 7,944,785   $ 7,739,006   $ 7,089,425                    ALLOCATION OF ASSETS                         Equity securities   $ 4,102,673   $ 3,715,646   $ 3,361,235       Fixed income-guaranteed fund     3,850,314     4,015,072     4,038,511                        $ 7,952,987   $ 7,730,718   $ 7,399,746                        Benefits expected to be paid from the Plan are as follows:     Year    Amount      2006   $ 337,182   2007     341,073   2008     373,015   2009     371,978   2010     400,668   2011-2015     2,480,820       The Plan's investment strategy is predicated on its investment objectives and the risk and return expectations of asset classes appropriate for the Plan. Investment objectives have been established by considering the Plan's liquidity needs and time horizon and the fiduciary standards under ERISA. The asset allocation strategy is developed to meet the Plan's long term needs in a manner designed to control volatility and to reflect the Company's risk tolerance.  53          In determining the long-term rate of return on pension plan assets assumption, the target asset allocation is first reviewed. An expected long-term rate of return is assumed for each asset class, and an underlying inflation rate assumption is also made. The effects of asset diversification and periodic fund rebalancing are also considered.     The Company has a contributory thrift plan qualifying under Section 401(K) of the Internal Revenue Code. Employees with one year of service are eligible for participation in the Plan. In conjunction with the curtailment of the pension plan, the Company expanded the thrift plan to make it a Safe Harbor Plan. Once an employee has been at the Company for one year, the Company then contributes 3% of the employee's salary quarterly to the Plan for the employee's benefit. The Company also matches 50% of the employee 401(K) contribution up to 6% of employee compensation. Contributions to this Plan, included in employee benefit expenses, were $292,080, $92,485, and $70,678, for 2005, 2004, and 2003, respectively.  16. CONTINGENCIES    The Company is involved in various legal actions arising from normal business activities. Management believes that the ultimate liability or risk of loss resulting from these actions will not materially affect the Company's financial position or results of operations..  17. INCOME TAXES    The components of income tax expense are as follows for the years ended December 31:         2005   2004   2003          CURRENT                       Federal   $ 989,907   $ 428,205   $ 577,840     State     179,255     91,038     14,468                          1,169,162     519,243     592,308     DEFERRED     153,209     (198,755 )   (253,808 )                      $ 1,322,371   $ 320,488   $ 338,500                        The components of the deferred tax benefits were as follows for the years ended December 31:         2005   2004   2003          Provision for loan losses   $ 57,124   $ 62,425   $ (26,244 )   Deferred loan origination costs     (4,812 )   6,794     (39,382 )   Deferred compensation plan     (227 )   3,128     4,099     Depreciation     (120,334 )   7,004     (136,195 )   Discount accretion     (666 )   (2,140 )   (1,661 )   Retirement benefits     30,062     (83,904 )   (54,425 )   Impairment loss provisions     192,062     (192,062 )   —                        $ 153,209   $ (198,755 ) $ (253,808 )                   54         The components of the net deferred tax liability were as follows for the years ended December 31:         2005   2004   2003          DEFERRED TAX ASSETS                       Allowance for loan losses   $ 1,053,678   $ 1,110,802   $ 1,173,227     Deferred compensation plan     206,892     206,665     209,793     Depreciation     27,522     —     —     Accrued retirement benefits     —     9,342     —                          1,288,092     1,326,809     1,383,020                    DEFERRED TAX LIABILITIES                       Prepaid retirement benefits     20,720     —     74,562     Deferred loan origination costs     127,072     131,884     125,090     Unrealized gains on available for sale investment securities     1,156,088     1,297,024     1,376,044     Depreciation     —     92,812     85,808     Discount accretion     3,166     3,832     5,972     FHLB Stock dividends     2,019     2,019     2,019                          1,309,065     1,527,571     1,669,495                    NET DEFERRED TAX LIABILITY   $ (20,973 ) $ (200,762 ) $ (286,475 )                      The differences between the federal income tax rate of 34 percent and the effective tax rate for the Company are reconciled as follows:         2005   2004   2003          Statutory federal income tax rate   34.0 % 34.0 % 34.0 %   Increase (Decrease) resulting from:                   Tax-exempt income   (3.4 ) (10.2 ) (9.3 )     State income taxes, net of federal income tax benefit   4.0   1.9   1.5       Nondeductible expense   0.4   0.8   0.6                        35.0 % 26.5 % 26.8 %                   18. LEASE COMMITMENTS    The Company leases various branch and general office facilities to conduct its operations. The leases have remaining terms which range from a period of 1 year to 20 years. Most leases contain renewal options which are generally exercisable at increased rates. Some of the leases provide for increases in the rental rates at specified times during the lease terms, prior to the expiration dates.     The leases generally provide for payment of property taxes, insurance, and maintenance costs by the Company. The total rental expense for all real property leases amounted to $947,957, $779,709, and $615,032, for 2005, 2004, and 2003, respectively.     Lease obligations will require minimum rent payments as follows:     Period    Minimum rentals      2006   $ 723,851   2007     687,378   2008     612,609   2009     527,006   2010     502,782   Remaining years     5,026,850              $ 8,080,476           55      19. PARENT COMPANY FINANCIAL INFORMATION    The balance sheets as of December 31, 2005 and 2004 and statements of income and cash flows for Carrollton Bancorp (Parent Only) for 2005, 2004, and 2003, are presented below:  BALANCE SHEETS          December 31,         2005   2004      ASSETS               Cash   $ 22,094   $ 23,413   Interest-bearing deposits in subsidiary     217,679     60,765   Investment in subsidiary     31,536,069     30,296,137   Investment securities available for sale     4,660,213     5,579,821   Other assets     25,813     25,740                 $ 36,461,868   $ 35,985,876             LIABILITIES AND SHAREHOLDERS' EQUITY               Liabilities   $ 1,821,703   $ 1,770,596             Shareholders' Equity                 Common Stock     2,809,698     2,834,823     Additional Paid-in Capital     18,425,528     18,774,448     Retained earnings     11,567,531     10,239,356     Accumulated other comprehensive income     1,837,408     2,366,653                   34,640,165     34,215,280                 $ 36,461,868   $ 35,985,876              STATEMENTS OF INCOME          Years ended December 31,         2005   2004   2003      INCOME                     Dividends from subsidiary   $ 608,827   $ 588,273   $ 258,840   Interest and dividends     138,592     132,490     157,236   Security gains     766,772     —     462,778                      1,514,191     720,763     878,854   EXPENSES     163,639     105,403     86,855                Income before income taxes and equity in undistributed net income of subsidiary     1,350,552     615,360     791,999   Income tax expense (benefit)     249,895     (21,691 )   171,968                      1,100,657     637,051     620,031   Equity in undistributed net income of subsidiary     1,357,780     251,313     304,683                Net Income   $ 2,458,437   $ 888,364   $ 924,714                 56      STATEMENTS OF CASH FLOWS          Years ended December 31,           2005   2004   2003          CASH FLOWS FROM OPERATING ACTIVITIES:                       Net income   $ 2,458,437   $ 888,364   $ 924,714     ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:                          Equity in undistributed net income of subsidiary     (1,357,780 )   (251,313 )   (304,683 )   Security gains     (766,772 )   —     (462,778 )   Income tax benefit from exercise of stock options     18,166     21,293     —     Decrease (increase) in other assets     (74 )   662     (26,401 )   Increase (decrease) in other liabilities     309,958     (99,454 )   289,445                      Net cash provided by operating activities     661,935     559,552     420,297                    CASH FLOWS FROM INVESTING ACTIVITIES:                       Purchase of securities available for sale     —     (100,000 )   —     Proceeds from sales of securities available for sale     1,016,133     —     719,381                      Net cash provided by (used in) investing activities     1,016,133     (100,000 )   719,381                    CASH FLOWS FROM FINANCING ACTIVITIES:                       Dividends paid     (1,130,262 )   (1,076,433 )   (1,016,785 )   Common stock repurchase and retirement     (599,250 )   (32,655 )   —     Stock options exercised     207,039     110,168     76,722                      Net cash used in financing activities     (1,522,473 )   (998,920 )   (940,063 )                  Net increase (decrease) in cash     155,595     (539,368 )   199,615     Cash at beginning of year     84,178     623,546     423,931                    Cash at end of year   $ 239,773   $ 84,178   $ 623,546                    NONCASH ACTIVITIES:                       Income taxes paid, net of cash received from subsidiaries   $ 36,615   $ 53,475   $ 147,417                     20. FAIR VALUE OF FINANCIAL INSTRUMENTS    The following methods and assumptions were used to estimate the fair value of each class of financial instrument.  Cash and cash equivalents           The carrying amount of cash and due from banks is a reasonable estimate of fair value.  Federal funds sold and Federal Home Loan Bank deposit           The carrying amount of federal funds sold and Federal Home Loan Bank deposit is a reasonable estimate of fair value.  Investment Securities           The fair values of securities held to maturity and securities available for sale are based upon quoted market prices or dealer quotes.  Loans held for sale           The fair value of residential mortgage loans originated for sale is estimated by discounting future cash flows using current rates for which similar loans would be made to borrowers with similar credit histories.  Loans, net           The fair value of loans receivable is estimated by discounting future cash flows using current rates for which similar loans would be made to borrowers with similar credit histories.  57        20. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)   Deposit liabilities           The fair value of demand deposits and savings accounts is the amount payable on demand. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.  Federal funds purchased and securities sold under agreements to repurchase           The carrying amount of federal funds purchased and securities sold under agreements to repurchase is a reasonable estimate of fair value.  Advances from the FHLB           The fair value of long-term FHLB advances is estimated by discounting the value of contractual cash flows using rates currently offered for advances with similar terms and remaining maturities.  Commitments to extend credit, standby letters of credit and financial guarantees written           The Company charges fees for commitments to extend credit. Interest rates on loans for which these commitments are extended are normally committed for periods of less than one month. Fees charged on standby letters of credit and other financial guarantees are deemed to be immaterial and these guarantees are expected to be settled at face amount or expire unused. It is impractical to assign any fair value to these commitments.         December 31, 2005     December 31, 2004         Carrying amount   Fair value   Carrying amount   Fair value      FINANCIAL ASSETS                             Cash and cash equivalents   $ 39,090,565   $ 39,090,565   $ 34,192,544   $ 34,192,544     Investment securities (total)     47,583,408     47,400,282     42,488,492     42,488,492     Federal Home Loan Bank stock     2,431,600     2,431,600     2,622,900     2,622,900     Loans held for sale     13,767,109     13,798,773     10,219,729     10,438,684     Loans, net     244,605,910     245,175,511     216,241,218     218,555,856   FINANCIAL LIABILITIES                                 Noninterest-bearing deposits     67,010,985     67,010,985     53,739,771     53,739,771     Interest-bearing deposits     204,615,518     204,132,515     172,106,374     172,460,896     Federal funds purchased and securities sold under agreements to repurchase     9,280,348     9,280,348     10,183,951     10,183,951     Notes payable-U.S. Treasury     1,932,124     1,932,124     1,984,714     1,984,714     Advances from the Federal Home Loan Bank     40,000,000     42,069,827     45,000,000     50,629,817    21. SEGMENT INFORMATION    The Company has reportable segments that are strategic business units offering complimentary products and services to the core business of banking. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company provides the accounting for all segments and charges a management fee for this service to the other segments. The Company has also lent money to various segments with terms similar to those offered third parties.     The Commercial/Retail Bank segment provides full service retail and business banking services, including lending and deposit services, investment activities and other customary services associated with a bank.     The Electronic Banking segment provides off-site ATM services, national point of sale transaction originations, home banking, and debit card transaction processing.     The Brokerage segment provides full service brokerage services for stocks, bonds, mutual funds and annuities.     The Mortgage Unit segment provides residential mortgage lending products and services.  58          Segment information for the Company for 2005 is as follows:         Commercial/ Retail Bank   Electronic Banking   Brokerage   Mortgage Unit   Segment Totals   Eliminations   Consolidated          Interest income   $ 17,177,300   $ —   $ —   $ 1,366,403   $ 18,543,703   $ 527,676   $ 19,071,379     Interest expense     (6,741,963 )   (105,444 )   —     —     (6,847,407 )   (527,676 )   (7,375,083 )                              Net interest income     10,435,337     (105,444 )   —     1,366,403     11,696,296     —     11,696,296     Provision for loan losses     —     —     —     —     —     —     —     Noninterest income     2,466,304     4,871,076     667,510     2,713,746     10,718,636     —     10,718,636     Intersegment income     598,180     —     2,906     (512,785 )   88,301     (88,301 )   —     Noninterest expenses     (11,919,891 )   (3,727,831 )   (412,222 )   (2,662,481 )   (18,722,425 )   88,301     (18,634,124 )                              Income before income taxes     1,579,930     1,037,801     258,194     904,883     3,780,808     —     3,780,808     Income taxes     (472,393 )   (400,798 )   (99,714 )   (349,466 )   (1,322,371 )   —     (1,322,371 )                              Net income   $ 1,107,537   $ 637,003   $ 158,480   $ 555,417   $ 2,458,437   $ —   $ 2,458,437                                Segment assets   $ 358,760,082   $ 3,691,629   $ 82,512   $ 23,749,243   $ 386,283,466   $ (25,816,320 ) $ 360,467,146     Expenditures for segment purchases of premises, equipment and software   $ 655,832   $ 211,910   $ —   $ 35,201   $ 902,943   $ —   $ 902,943         A reconciliation of total segment assets to consolidated total assets follows as of December 31, 2005:     Total segment assets   $ 386,283,466     Elimination of intersegment loans     (25,065,528 )   Elimination of intersegment deposit accounts     (750,792 )                $ 360,467,146                  Segment information for the Company for 2004 is as follows:         Commercial/ Retail Bank   Electronic Banking   Brokerage   Mortgage Unit   Segment Totals   Eliminations   Consolidated          Interest income   $ 12,967,518   $ —   $ —   $ 1,871,921   $ 14,839,439   $ 660,884   $ 15,500,323     Interest expense     (4,546,465 )   (114,273 )   —     —     (4,660,738 )   (660,884 )   (5,321,622 )                              Net interest income     8,421,053     (114,273 )   —     1,871,921     10,178,701     —     10,178,701     Provision for loan losses     —     —     —     —     —     —     —     Noninterest income     996,456     4,714,411     644,802     2,425,482     8,781,151     —     8,781,151     Intersegment income     665,091     —     2,615     (651,657 )   16,049     (16,049 )   —     Noninterest expenses     (10,588,278 )   (3,504,470 )   (482,356 )   (3,191,945 )   (17,767,049 )   16,049     (17,751,000 )                              Income before income taxes     (505,678 )   1,095,668     165,061     453,801     1,208,852     —     1,208,852     Income taxes     348,411     (423,147 )   (70,495 )   (175,257 )   (320,488 )   —     (320,488 )                              Net income   $ (157,267 ) $ 672,521   $ 94,566   $ 278,544   $ 888,364   $ —   $ 888,364                                Segment assets   $ 316,116,470   $ 4,999,471   $ 168,524   $ 20,374,769   $ 341,659,234   $ (22,536,102 ) $ 319,123,132     Expenditures for segment purchases of premises, equipment and software   $ 1,466,051   $ 349,932   $ 37,297   $ 82,084   $ 1,935,364   $ —   $ 1,935,364         A reconciliation of total segment assets to consolidated total assets follows as of December 31, 2004:     Total segment assets   $ 341,659,234     Elimination of intersegment loans     (21,988,401 )   Elimination of intersegment deposit accounts     (547,701 )                $ 319,123,132               59      22. CONSOLIDATED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)        Year Ended December 31, 2005           First Quarter   Second Quarter   Third Quarter   Fourth Quarter          Interest income   $ 4,275,029   $ 4,512,073   $ 4,957,555   $ 5,326,722     Interest expense     (1,555,268 )   (1,766,890 )   (1,937,526 )   (2,115,399 )                     Net interest income     2,719,761     2,745,183     3,020,029     3,211,323     Gains on security sales     73,087     —     766,772     —     Other noninterest income     2,255,502     2,649,218     2,615,235     2,358,822     Noninterest expenses     (4,367,243 )   (4,435,408 )   (4,736,498 )   (5,094,975 )                     Income before income taxes     681,107     958,993     1,665,538     475,170     Income taxes     (268,511 )   (324,661 )   (629,609 )   (99,590 )                     Net income   $ 412,596   $ 634,332   $ 1,035,929   $ 375,580                       Net income per share — basic   $ 0.15   $ 0.22   $ 0.37   $ 0.13                       Cash dividends per share   $ 0.10   $ 0.10   $ 0.10   $ 0.10                       Market prices: high   $ 17.00   $ 17.00   $ 16.29   $ 15.00                                                 low   $ 14.12   $ 14.25   $ 13.95   $ 14.00                               Year Ended December 31, 2004           First Quarter   Second Quarter   Third Quarter   Fourth Quarter          Interest income   $ 3,790,140   $ 3,811,468   $ 3,867,106   $ 4,031,609     Interest expense     (1,276,800 )   (1,275,781 )   (1,317,334 )   (1,451,707 )                     Net interest income     2,513,340     2,535,687     2,549,772     2,579,902     Gains on security sales     115,810     —     —     —     Other noninterest income     1,954,704     2,155,806     2,191,752     2,363,079     Noninterest expenses     (4,171,692 )   (4,167,106 )   (4,540,898 )   (4,871,304 )                     Income before income taxes     412,162     524,387     200,626     71,677     Income taxes     (105,190 )   (169,247 )   (51,744 )   5,693                       Net income   $ 306,972   $ 355,140   $ 148,882   $ 77,370                       Net income per share — basic   $ 0.11   $ 0.13   $ 0.05   $ 0.02                       Cash dividends per share   $ 0.09   $ 0.09   $ 0.10   $ 0.10                       Market prices: high   $ 18.21   $ 18.13   $ 17.20   $ 17.80                                                 low   $ 17.80   $ 15.65   $ 14.80   $ 15.70                        60             ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE      There have been no changes in or disagreements with accountants, on accounting and financial disclosure during 2005.      ITEM 9A: CONTROLS AND PROCEDURES      The Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective based on the evaluation of these controls and procedures by the Company's management, including our principal executive and principal financial officers, as of December 31, 2005. There were no changes in the Company's internal controls over financial reporting that occurred during the fourth fiscal quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.      ITEM 9B: OTHER INFORMATION      None.       PART III       ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS OF THE REGISTRANT      The information required by this Item is incorporated by reference into this Item 10 the information appearing under the captions "Election of Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 18, 2006.      ITEM 11: EXECUTIVE COMPENSATION      The information required by this Item is incorporated by reference to the information appearing under the captions "Executive Compensation," "Long-Term Incentive Plan," and "Retirement Plans" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 18, 2006.      ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS      The information required by this Item is incorporated by reference to the information appearing under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 18, 2006.      ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS      The information required by this Item is hereby incorporated by reference to the information appearing under the caption "Certain Relationships and Related Transactions" in the Company's definitive Proxy Statement for the Annual meeting of Shareholders to be held on April 18, 2006.      ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES      The information required by this Item is hereby incorporated by reference to the information appearing under the caption "Audit Fees and Services" in the Company's definitive Proxy Statement for the Annual meeting of Shareholders to be held on April 18, 2006.  61           PART IV       ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES     1.Financial Statements   Carrollton Bancorp and Subsidiaries:   Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2005 and 2004 Consolidated Statements of Income for the years ended December 31, 2005, 2004, and 2003 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2005, 2004, and 2003 Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003 Notes to Consolidated Financial Statements   2.Financial Statement Schedules   None  3.Exhibits       Exhibit Number    Description         $_$_DATA_CELL,3,1,1   $_$_DATA_CELL,4,1,1   3(i) $_$_DATA_CELL,4,2,1 Articles of Incorporation of Carrollton Bancorp* $_$_DATA_CELL,5,1,1   3(ii) $_$_DATA_CELL,5,2,1 By-Laws of Carrollton Bancorp* $_$_DATA_CELL,6,1,1 10.1 $_$_DATA_CELL,6,2,1 Lease dated January 24, 1989 by and between Hill Management Services, Inc. and The Carrollton Bank of Baltimore.* $_$_DATA_CELL,7,1,1 10.2 $_$_DATA_CELL,7,2,1 Lease dated July 21, 1989 by and between Hill Management Services, Inc. and The Carrollton Bank of Baltimore.* $_$_DATA_CELL,8,1,1 10.3 $_$_DATA_CELL,8,2,1 Lease dated October 30, 1959 between Amcap, Inc. and The Carrollton Bank of Baltimore, as amended.* $_$_DATA_CELL,9,1,1 10.4 $_$_DATA_CELL,9,2,1 Lease dated August 3, 1976 between Amcap, Inc. and The Carrollton Bank of Baltimore.* $_$_DATA_CELL,10,1,1 10.7 $_$_DATA_CELL,10,2,1 Lease dated July 19, 1988 by and between Northway Limited Partnership and The Carrollton Bank of Baltimore.* $_$_DATA_CELL,11,1,1 10.8 $_$_DATA_CELL,11,2,1 Lease dated August 11, 1994 by and between KIMCO and Carrollton Bank.** $_$_DATA_CELL,12,1,1 10.9 $_$_DATA_CELL,12,2,1 Lease dated October 11, 1994 by and between Ridgeview Associates Limited Partnership and Carrollton Bank.** $_$_DATA_CELL,13,1,1 10.10 $_$_DATA_CELL,13,2,1 Employment agreement with Robert A. Altieri*** $_$_DATA_CELL,14,1,1 10.11 $_$_DATA_CELL,14,2,1 Employment agreement with Gary M. Jewell*** $_$_DATA_CELL,15,1,1 10.12 $_$_DATA_CELL,15,2,1 Lease dated January 15, 2004 by and between Turf Village Offices and Carrollton Bank (2300 York Road, Suite 114, 115, 116) $_$_DATA_CELL,16,1,1 10.13 $_$_DATA_CELL,16,2,1 Lease dated June 17, 2004 by and between Turf Village Offices and Carrollton Bank (2300 York Road, Suite 211) $_$_DATA_CELL,17,1,1 10.14 $_$_DATA_CELL,17,2,1 Lease dated February 15, 2005 by and between Turf Village Offices and Carrollton Bank (2300 York Road, Suites 213,214,215,216) $_$_DATA_CELL,18,1,1 10.15 $_$_DATA_CELL,18,2,1 Lease dated February 18, 2005 by and between Broadway 205 Associates, LLP and Carrollton Mortgage Services, Inc. $_$_DATA_CELL,19,1,1 10.16 $_$_DATA_CELL,19,2,1 Lease dated October 26, 2005 by and between Arthur Lea Stabler and Helen H. Stabler and Carrollton Bank $_$_DATA_CELL,20,1,1 10.17 $_$_DATA_CELL,20,2,1 Lease dated June 11, 2004 by and between Mario J. Orlando and Matthew J. Salafia and Carrollton Mortgage Services, Inc. $_$_DATA_CELL,21,1,1 10.18 $_$_DATA_CELL,21,2,1 Lease dated November 4, 2003 by and between Hickory Crossing, LLC and Carrollton Bank $_$_DATA_CELL,22,1,1 10.19 $_$_DATA_CELL,22,2,1 Lease dated October 31, 1997 between The Avenue at White Marsh, LLC and Carrollton Bank $_$_DATA_CELL,23,1,1 21.1 $_$_DATA_CELL,23,2,1 Subsidiaries of Carrollton Bancorp $_$_DATA_CELL,24,1,1 23.1 $_$_DATA_CELL,24,2,1 Consent of Independent Registered Public Accounting Firm by Exchange Act Rule 13-a-14(a) $_$_DATA_CELL,25,1,1 31.1 $_$_DATA_CELL,25,2,1 Certification by the Principal Executive Officer required by Exchange Act Rule 13-a-14(a) $_$_DATA_CELL,26,1,1 31.2 $_$_DATA_CELL,26,2,1 Certification by Principal Financial Officer required by Exchange Act Rule 13-a-14(a) $_$_DATA_CELL,27,1,1 32.1 $_$_DATA_CELL,27,2,1 Certification by the Principal Executive Officer $_$_DATA_CELL,28,1,1 32.2 $_$_DATA_CELL,28,2,1 Certification by the Principal Financial Officer $_$_DATA_CELL,29,1,1   *Incorporated by reference from Registration Statement dated January 12, 1990 on SEC Form S-4 (1933 Act File No.: 33-33027). **Incorporated by reference from Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994 (1934 Act File No.: 0-23090). ***Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (1934 Act File No.: 000-23090)  62        SIGNATURES      Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  CARROLLTON BANCORP (Registrant)      March 1, 2006    By: /s/ Robert A. Altieri  Robert A. Altieri President and Chief Executive Officer       Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.     March 1, 2006    By: /s/ Robert A. Altieri  Robert A. Altieri President and Chief Executive Officer    PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER      March 1, 2006    By: /s/ James M. Uveges James M. Uveges (Principal financial and accounting officer) Senior Vice President and Chief Financial Officer           Board of Directors    March 1, 2006    By: /s/ Robert J. Aumiller Robert J. Aumiller Director    March 1, 2006    By: /s/ Steven K. Breeden Steven K. Breeden Director    March 1, 2006    By: /s/ Albert R. Counselman Albert R. Counselman Chairman of the Board    March 1, 2006    By: /s/ Harold I. Hackerman Harold I. Hackerman Director    March 1, 2006    By: /s/ John P. Hauswald John P. Hauswald Director             63          March 1, 2006    By: /s/ David P. Hessler David P. Hessler Director    March 1, 2006    By: /s/ Howard S. Klein Howard S. Klein Director    March 1, 2006    By: /s/ Ben F. Mason Ben F. Mason Director    March 1, 2006    By: /s/ Charles E. Moore, Jr. Charles E. Moore, Jr. Director    March 1, 2006    By: /s/ John Paul Rogers John Paul Rogers Director    March 1, 2006    By: /s/ William C. Rogers, Jr. William C. Rogers, Jr. Director    64             EXHIBIT INDEX      Exhibit Number   Description   Sequentially Numbered Page        3(i)   Articles of Incorporation of Carrollton Bancorp   *     3(ii)   By-Laws of Carrollton Bancorp   *   10.1   Lease dated January 24, 1989 by and between Hill Management Services, Inc. and The Carrollton Bank of Baltimore.   *   10.2   Lease dated July 21, 1989 by and between Hill Management Services, Inc. and The Carrollton Bank of Baltimore.   *   10.3   Lease dated October 30, 1959 between Amcap, Inc. and The Carrollton Bank of Baltimore, as amended.   *   10.4   Lease dated August 3, 1976 between Amcap, Inc. and The Carrollton Bank of Baltimore.   *   10.7   Lease dated July 19, 1988 by and between Northway Limited Partnership and The Carrollton Bank of Baltimore.   *   10.8   Lease dated August 11, 1994 by and between KIMCO and Carrollton Bank.   **   10.9   Lease dated October 11, 1994 by and between Ridgeview Associates Limited Partnership and Carrollton Bank.   **   10.10   Employment agreement with Robert A. Altieri   ***   10.11   Employment agreement with Gary M. Jewell   ***   10.12   Lease dated January 15, 2004 by and between Turf Village Offices and Carrollton Bank (2300 York Road, Suite 114, 115, 116)       10.13   Lease dated June 17, 2004 by and between Turf Village Offices and Carrollton Bank (2300 York Road, Suite 211)       10.14   Lease dated February 15, 2005 by and between Turf Village Offices and Carrollton Bank (2300 York Road, Suites 213,214,215,216)       10.15   Lease dated February 18, 2005 by and between Broadway 205 Associates, LLP and Carrollton Mortgage Services, Inc.       10.16   Lease dated October 26, 2005 by and between Arthur Lea Stabler and Helen H. Stabler and Carrollton Bank       10.17   Lease dated June 11, 2004 by and between Mario J. Orlando and Matthew J. Salafia and Carrollton Mortgage Services, Inc.       10.18   Lease dated November 4, 2003 by and between Hickory Crossing, LLC and Carrollton Bank       10.19   Lease dated October 31, 1997 between The Avenue at White Marsh, LLC and Carrollton Bank       21.1   Subsidiaries of Carrollton Bancorp       23.1   Consent of Independent Registered Public Accounting Firm required by Exchange Act Rule 13-a-14(a)       31.1   Certification by the Principal Executive Officer required by Exchange Act Rule 13a-14(a)       31.2   Certification by the Principal Financial Officer required by Exchange Act Rule 13a-14(a)       32.1   Certification by the Principal Executive Officer       32.2   Certification by Principal Financial Officer         * Incorporated by reference from Registration Statement dated January 12, 1990 on SEC Form S-4 (1933 Act File No.: 33-33027).  ** Incorporated by reference from Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994 (1934 Act File No.: 0-23090).  *** Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (1934 Act File No.: 000-23090)   65      QuickLinks PART I ITEM 1: BUSINESS