POINTER RIDGE OFFICE BUILDING LEASE AGREEMENT(1) LANDLORD: POINTER RIDGE OFFICE INVESTMENT, LLC TENANT: OLD LINE BANK 4`TH FLOOR

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Exhibit 10.38

POINTER RIDGE OFFICE BUILDING

LEASE AGREEMENT(1)

LANDLORD: POINTER RIDGE OFFICE INVESTMENT, LLC

TENANT: OLD LINE BANK

4`TH FLOOR

---------

(1) 06 Nov 06

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TABLE OF CONTENTS

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SECTION TITLE

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1 Premises

2 Term

3 Rent

4 Additional Rent: Operating Expenses & Real Estate Taxes

5 Completion of Leasehold Improvements: Delayed Possession

6 Use of Premises

7 Assignment and Subletting

8 Maintenance by Tenant

9 Hours of Operation and Services

10 Tenant Alterations: Installation of Fixtures

11 Advertising

12 Deliveries

13 Equipment

14 Inspections: Entry

15 Insurance

16 Damage to Premises or Building

17 Waiver of Liability

18 Bankruptcy

19 Casualty

20 Condemnation

21 Default

22 Subordination

23 Jury Trial

24 Holdover Provisions

25 Successors' Obligation

26 Rules and Regulations

27 Covenants of Landlord

28 Reservation of Rights of Landlord

29 Construction of Leasehold Improvements

30 Security Deposit

31 Parking

32 Mortgagee Approval

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TABLE OF CONTENTS (continued)

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SECTION TITLE

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33 Gender

34 Notices

35 Estoppel Certificates and Financial Statements

36 Governing Law

37 Brokers

38 Waiver of Breach

39 Severability of Clauses

40 Captions for Convenience

41 Duplicate Counterparts Originals

42 Entire Agreement

43 Authorization

44 Hazardous Materials

45 Relocation of Premises

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EXHIBITS

Exhibit A Description and Floor Plan/Site Plan of the Premises

Exhibit B Tenant Certificate concerning the Premises and its Condition

Exhibit C Rules and Regulations of the Building

Exhibit D Leasehold Improvements and Tenant Standards

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LEASE AGREEMENT

THIS AGREEMENT OF LEASE (the "Lease") made this 6'th day of June, 2006 by

and between Pointer Ridge Office Investment, LLC, a Maryland limited liability

company (hereinafter referred to as "LANDLORD") and Old Line Bank (hereinafter

referred to as "TENANT").

WITNESSETH, that for and in consideration of the rent hereinafter reserved

and of the mutual covenants and agreements hereinafter set forth, LANDLORD and

TENANT do hereby mutually agree as follows:

1. PREMISES.

LANDLORD does hereby lease and demise to TENANT, and TENANT does

hereby, lease and take from LANDLORD for the Term and upon the covenants and

conditions hereinafter set forth, the space (hereinafter referred to as the

"Premises") that is more fully described, set forth, or depicted, in Exhibit A

which is attached hereto and incorporated herein. Said Premises to contain

approximately Eleven thousand fifty-three (11,053) square feet of rentable

area on the Fourth floor in a building located at 1525 Pointer Ridge Place,

Bowie, Maryland (hereinafter referred to as the Building).

LANDLORD agrees, at its cost, to provide TENANT with those leasehold

improvements that are described in Exhibit D which is attached hereto and

incorporated herein. The cost of any leasehold improvements over and above those

which are specified in Exhibit D will be borne by TENANT.

2. TERM.

(a) The Term of this Lease (hereinafter referred to as the "Term")

shall be ( 13) years commencing on or about June 6, 2006 (the "Lease

Commencement Date"), and expiring thirteen (13) years thereafter or on or

about midnight, May 31, 2019 (hereinafter referred to as the "Lease Expiration

Date") with two 5 year renewal options.

(b) In the event TENANT'S occupancy of the Premises commences on a

date other than the first day of a calendar month, the Lease Commencement Date

shall be the first day of the following month, and the Lease Expiration Date

shall be adjusted correspondingly, such that the Term of this Lease shall be for

the same period of time set forth in subsection (a) of this Section 2. Any

occupancy prior to the Lease Commencement Date shall be pursuant to all the

Terms and conditions of this Lease, and rent shall be prorated for such

fractional period of the month of early occupancy.

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3. RENT.

(a) (i) During and for the Term thereof, commencing on the Lease

Commencement Date specified in Section 2(a) above or the Lease Commencement Date

specified in the notice described in Section 5(e) below, whichever is later,

TENANT covenants and agrees to pay LANDLORD for the Premises, without notice or

demand and without deduction, set off or abatement, a fixed minimum guaranteed

Base Rent (hereinafter sometimes referred to as the "Base Rent") of

approximately twenty-five & 00/100 Dollars ($25.00) per square foot of rentable

space, as determined by LANDLORD'S architect or space planner, and set forth in

Exhibit B, in the Premises per year, payable in monthly installments of ( $

23,027.00 ) in advance (hereinafter sometimes referred to as "Monthly Base

Rent") as hereinafter set forth. TENANT shall pay all rent to LANDLORD at the

office of LANDLORD, or to such other party or at such other address as LANDLORD

may designate from time to time by written notice to TENANT. Rent which shall be

paid on or before the first day of each and every calendar month during the Term

hereof; provided, however, that the Monthly Base Rent for the first month of the

Term shall be due and payable at the time of execution of this Lease by TENANT.

TENANT'S obligation to pay rent shall begin when the U & O is issued and TENANT

is given the right to occupy premise. TENANT build outs shall be substantially

completed.

(ii) TENANT covenants and agrees to pay to LANDLORD a late fee

equal to fifteen five percent (5%) of the Monthly Base Rent and/or additional

rent or other payments due under this Lease if said payments are not received

within ten (10) days of their due date. [In addition, any such delinquent

payments shall bear interest at the rate of two percent (2%) per annum above the

"prime rate" established by Bank of America, N.A., as of the date such payment

became due, from the date such payment became due and payable to the date of

payment thereof by TENANT; provided, however, that nothing herein contained

shall be construed or implemented in such a manner as to allow LANDLORD to

charge or receive interest in excess of the maximum rate then allowed by law.

All such late fees and interest charge shall be deemed additional rent due

hereunder and shall be payable with the next installment of Monthly Base Rent.]

(portion in [ ] has been deleted).

(b) The Monthly Base Rent shall be increased one year from the date

of occupancy by TENANT by three percent (3%) of the Monthly Base Rent for the

month immediately preceding.

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(c) Rent payments shall be sent to Pointer Ridge Office Investment,

LLC, 1525 Pointer Ridge Place, Bowie, MD (or at such other address as LANDLORD

may in writing direct).

4. ADDITIONAL RENT: OPERATING EXPENSES & REAL ESTATE TAXES.

(a) TENANT shall pay, as additional rent, for its Proportionate

share of any Operating Expenses and real estate taxes for the Land and Building

(including real estate taxes and Operating Expenses for the Land which may be

paid as part of the ground rent, if any) in excess of the 2006 base year

operating expense for the Building.

(i) Commencing on January 1st of the calendar year immediately

following the year in which this Lease commences and every year thereafter

during the Term of this Lease, TENANT shall pay to LANDLORD, on the first day of

each calendar month, an amount equal to one-twelfth (1/12) of TENANT'S

Proportionate Share of LANDLORD'S reasonable estimate (as adjusted annually) of

the amount by which the sum of such Operating Expenses and real estate taxes for

the then current calendar year will exceed the 2006 base year operating expense

for the Building.

(ii) Within one hundred twenty (120) days following the end of

each calendar year, LANDLORD shall furnish TENANT a statement covering the year

(or portion thereof) just expired, (including the initial years and final year

of the Lease Term) showing the total Operating Expenses and real estate taxes,

the amount of TENANT'S Proportionate Share of the same, and the payments made by

TENANT with respect to such year. If TENANT'S Proportionate Share of Operating

Expenses and real estate taxes in excess of the 2006 base year operating

expenses for the Building exceeds TENANT'S payments so made, TENANT shall pay

LANDLORD the deficiency within thirty (30) days after receipt of such statement.

If TENANT'S payments exceed TENANT'S Proportionate Share of Operating Expenses

and real estate taxes, the excess over and above the 2006 base year shall

credited towards the next installment of additional rent or if the Lease is

expiring, the excess over and above the 2006 base year shall be refunded to

TENANT within thirty (30) days following the delivery of such statement.

(b) The Term "Operating Expenses" as used herein shall mean all

expenses, costs, and disbursements of every kind and nature which LANDLORD shall

pay or become obligated to pay in connection with the ownership and/or operation

of the Land, Building and adjacent parking facilities (hereinafter referred to

collectively as the "Property"). By way of

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example, but without limitation, Operating Expenses shall include wages,

salaries, bonuses, fringe benefits (including hospitalization, medical,

surgical, dental and/or group life insurance and pension payments) and uniforms

and dry cleaning thereof, for employees engaged in the operation, maintenance or

repair of the Property; social security, unemployment and other payroll taxes

and all other taxes due and payable (with the exception of income taxes) with

regard to the Premises; license fees; worker's compensation insurance;

electricity (except as directly billed to tenants of the Building) gas, water,

sewer and other fuel and utilities; utility taxes; fire, casualty, liability,

and other insurance; repairs, maintenance, painting and cleaning of the Property

and supplies necessary therefore; cleaning of windows and exterior curtain

walls; snow removal, cleaning and other service contracts; general overhead,

administrative expenses and management fees; legal, accounting, common area or

Owner-Association dues, and other professional fees and disbursements incurred

in connection with the operation and management of the Property; decorations;

exterior and interior landscaping; depreciation of tools and equipment used in

the operation, cleaning, repair, safety, management, security or maintenance of

the Property and any other costs, charge and expenses which under generally

accepted accounting and management practices, would be regarded as maintenance

and Operating Expenses.

(i) The Term "Operating Expenses" shall not include any of the

following: expenses for capital improvements made to the Property except those

expenses which are incurred in order to decrease the overall Operating Expenses

for the Property or are incurred for the general maintenance of the Property;

expenses for painting, redecorating, or other work which LANDLORD performs for

any tenant of the Building, the expense of which is billed to such tenant;

interest, amortization or other payments on loans to LANDLORD whether secured or

unsecured, or any costs connected with refinancing of such loans; charge for

depreciation of the Building or other said improvements; ground rent payments;

real estate brokerage fees and commissions; space planning fees and commissions;

and advertising and marketing costs.

(c) The Term "Proportionate Share" as used herein shall be that

fraction having as a numerator the total number of rentable square feet

contained in the Premises, and as a denominator the number which is ninety-five

percent (95%) of the total number of rentable square feet contained in the

Building, unless the Building is leased and occupied at a percentage of total

gross square feet exceeding ninety-five percent (95%), at which the denominator

will be the actual square footage leased and occupied, as so determined by

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LANDLORD'S architect or space planner. TENANT'S Proportionate Share is hereby

estimated to be 29.09%.

5. COMPLETION OF LEASEHOLD IMPROVEMENTS: DELAYED POSSESSION.

(a) All of the work to be done by LANDLORD in completing the Leased

Premises (herein called "Landlord's Work") shall be substantially in accordance

with plans and specifications prepared by LANDLORD'S architects and engineers in

accordance with the provisions of subsection (b). The Landlord's Work shall be

deemed approved by TENANT in all respects as of the Lease Commencement Date

except for punch list items of Landlord's Work as to which TENANT shall have

given written notice to LANDLORD within five (5) Business Days after the Lease

Commencement Date.

(b) On or before ___________, TENANT shall deliver to LANDLORD two

(2) sets of TENANT'S approved final architectural layout drawings (TENANT'S

Space Layout") for the Leased Premises, containing, among other things, its

partition and layout requirements, location of telephone and electrical outlets,

special lighting requirements, any requirements for heating, ventilating and

air-conditioning which exceed LANDLORD'S Building Standard Work and all other

information necessary for the preparation of working drawing and specifications

for completion of the Leased Premises. LANDLORD shall, at its expense,

reasonably provide TENANT with the services of LANDLORD'S space planner to

assist TENANT in preparing Tenant's Space Layout. TENANT agrees to work

expeditiously and with all due diligence with LANDLORD'S space planner,

architects, engineers and others to complete and approve all plans and

specifications to be prepared pursuant to this subsection. After receipt of

TENANT'S Space Layout, LANDLORD shall prepare and deliver to TENANT, with

reasonable promptness, a detailed statement itemizing the amount, if any by

which the total cost [including general contractor's overhead and profit and the

management fee referred to in subsection (d)] of completing the Leased Premises

exceeds the cost of providing LANDLORD'S Building Standard Work (Such excess

cost is hereinafter referred to as "TENANT'S Excess Cost"). Within Five (5)

Business Days after receipt of LANDLORD'S statement of TENANT'S Excess Cost,

TENANT shall either approve the statement of TENANT'S Excess Cost in writing or

advise LANDLORD that it desires to modify its Space Layout, (i) TENANT shall

have the right to make such modifications and to resubmit its Space Layout, as

modified, to LANDLORD; (ii) LANDLORD shall re-price any modifications made by

TENANT and shall inform TENANT of the same as promptly as possible; (iii) any

delay in completing the Leased Premises caused by TENANT'S modifications shall

not postpone or defer the Lease Commencement Date or TENANT'S

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obligation to pay Base Rent as of the Rent Commencement Date, but the Lease

Commencement Date and the Rent Commencement Date shall occur on the days when

they would otherwise have occurred if TENANT had not made such modifications,

and the period of time during which LANDLORD is required to complete the Leased

Premises shall be extended for a period of time equal to the number of days of

such delay. TENANT shall furnish to LANDLORD, within three (3) days after

request therefore, any additional information not contained in TENANT'S Space

Layout needed by LANDLORD to prepare the working drawings and specifications or

to order materials or let bids for the Leased Premises. LANDLORD shall pay all

costs and expenses of preparing the initial architectural, mechanical and

electrical working drawings and specifications for the Leased Premises, but

TENANT shall reimburse LANDLORD within fifteen (15) days after receipt of an

invoice therefore, for all such costs and expenses which are reasonably

allocable (in the judgment of LANDLORD'S architects and engineers) to special

items or revisions due to a change in TENANT'S approved Space Layout.

(c) After TENANT approves LANDLORD'S statements of TENANT'S Excess

Cost and TENANT has paid to LANDLORD fifty percent (50%) of the TENANT'S Excess

Cost, then LANDLORD shall proceed with due diligence to prepare the final

architectural, mechanical and electrical working drawings and to complete the

Leased Premises for TENANT'S use and occupancy accordingly. Landlord's Work

shall be done substantially in accordance with the approved plans and

specifications and shall be performed in a good workmanlike manner and all

materials shall be of first-class quality. TENANT agrees to pay the LANDLORD the

final fifty percent (50%) of the TENANT'S Excess Cost prior to occupancy but no

later than fifteen (15) days after notice to the TENANT that the Leased Premises

are substantially complete.

(d) LANDLORD'S Building Standard Work is described in Exhibit D to

this Lease. Special items shall be furnished and installed at LANDLORD'S cost

plus a reasonable fee for administration and management costs.

(e)The Lease Commencement Date shall be the date specified in

Section 2(a), except that if the Landlord's Work has not been Substantially

Completed or the Building is not "Ready for Occupancy", or both, by the date

specified in Section 2(a), the Lease Commencement Date shall be the earlier of

(i) the date on which LANDLORD gives notice to TENANT that the Landlord's Work

has been Substantially Completed and the Building is "Ready for Occupancy", or

(ii) the date on which TENANT assumes possession and occupancy of the Leased

Premises. On the Lease Commencement Date, TENANT shall, at the request of

LANDLORD, execute and deliver to LANDLORD a written instrument in the form of

Exhibit B

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attached hereto, which shall be an addendum to this Lease setting forth the

Rentable Area in terms of the precise number of square feet of rentable space,

the amount of the Base Rent and the precise dates of commencement and expiration

of the Term, and certifying that TENANT is in possession of the Leased Premises

and has no claims, defenses, offsets or counterclaims against LANDLORD, or

specifying each such claim, defense, offset or counterclaim. The Building shall

not be considered Ready for Occupancy unless (i) the public areas of the ground

(i.e., first) floor of the Building and all floors to be occupied by TENANT have

been substantially completed and are available for use by the public, (ii) all

utility systems for the Leased Premises, the Building lobby and all public areas

of floors of the Building to be wholly or partially occupied by TENANT have been

installed and are available in full operating condition, (iii) the Building

elevators have been installed and are operational, (if applicable), (iv) the

Building security system has been installed and is operational (if applicable),

(v) the structured parking facility for the Building has been Substantially

Completed and is available for use by the public (if applicable) and (vi)

LANDLORD or TENANT has received a temporary or permanent certificate of

occupancy or non-residential use permit (either of which is sometimes

hereinafter referred to as an "occupancy permit") from the applicable

governmental authorities permitting the Leased Premises lawfully to be occupied

by TENANT.

(f) If (i) TENANT fails to deliver its Space Layout to LANDLORD

within the time prescribed by subsection (b); (ii) within five (5) business days

after receipt, TENANT fails to approve in writing LANDLORD'S statement of

TENANT'S Excess Cost or to submit its suggested changes for re-pricing; or (iii)

within three (3) days after request therefore TENANT fails to provide LANDLORD

with any other information requested by LANDLORD for the purpose of completing

the working drawings and specifications for the Leased Premises or the ordering

of materials or the letting of bids for Landlord's Work, then, any such failure

shall not postpone or defer the Lease Commencement Date, or TENANT'S obligation

to pay Base Rent as of the Lease Commencement Date, but the Lease Commencement

Date shall occur on the day when it would otherwise have occurred if TENANT had

not failed to provide such information or to take such action, and the period of

time during which LANDLORD is required to complete the Leased Premises shall be

extended for a period of time equal to the number of days of such delay.

(g) TENANT understands that the installation and completion of

special items may take longer than would the installation and completion of

LANDLORD'S Building Standard Work. If LANDLORD has substantially completed all

of Landlord's Work, except for (i) special

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items requested by TENANT which have not been completed because of a delay in

the delivery of materials for said special items to the Leased Premises, such

delay not being caused by LANDLORD, its AGENTS, employees or contractor, or (ii)

portions of LANDLORD'S Building Standard Work which may not be completed until

after installation of said special items for which delivery of materials to the

Leased Premises has been delayed, such delay not being caused by LANDLORD, its

AGENTS, employees or contractors, LANDLORD shall be deemed to have substantially

completed its work, and the Term shall commence as provided in subsection (e),

even if said delay has prevented issuance of an occupancy permit. After delivery

of the materials for the special items, LANDLORD shall proceed with due

diligence to install them and to complete all other portions of Landlord's Work

that could not be completed until after the installation of the special items.

(h) On or before the Lease Commencement Date, LANDLORD and TENANT,

or their respective AGENTS, shall inspect the Leased Premises and shall prepare

and sign an inspection form describing the condition of the Leased Premises. At

the time TENANT surrenders the Leased Premises at the end of the Term, or within

three (3) days thereafter, LANDLORD and TENANT, or their respective AGENTS,

shall make a similar inspection of the Leased Premises and shall prepare and

sign a similar inspection form to describe the condition of the Leased Premises

at the time of surrender. LANDLORD shall not be obligated to refund to TENANT

all or any part of the security deposit until LANDLORD receives these signed

inspection forms.

(i) When TENANT shall have (i) taken actual possession of the entire

Leased Premises, (ii) executed and delivered to LANDLORD the inspection form

referred to in subsection (e) and the instrument requested by LANDLORD pursuant

to the provisions of subsections (e), and (iii) delivered to LANDLORD the fully

paid for insurance policy required under Section 15(b), or a certificate

thereof, LANDLORD shall pay to TENANT, in the form of a credit towards above

Building standard tenant improvements, the amount, if any, of the unused balance

of TENANT'S standard allowance for Leasehold Improvements, less any amount which

shall then be owed by TENANT to LANDLORD under any of the provisions of this

Lease.

(j) In the event that LANDLORD shall be unable to give possession of

the Premises on the Lease Commencement Date specified in Section 2(a) of this

Lease for any reason, such failure to do so shall not affect or impair the

validity of this Lease or the obligations of TENANT hereunder, except as

expressly provided herein, and LANDLORD shall not be subject to any liability

for damages for such failure to give possession on said date. Possession

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of the Premises shall be deemed tendered and delivered to TENANT on the date

that LANDLORD gives notice as provided in subsection (e) of this paragraph to

TENANT.

(k) If for any reason the LANDLORD shall be unable to give

possession of the Premises to TENANT more than six (6) months after the Lease

Commencement Date specified in Section 2(a), then either party shall have as its

sole remedy, with no further liability or obligation on the part of either

party, the right to cancel this Lease after such date by giving ninety (90) days

prior written notice of such termination to the other party. If LANDLORD shall

tender possession of the Premises to TENANT after TENANT has given such notice

but prior to the expiration of such ninety (90) day period, any notice given by

TENANT shall thereupon be nullified. Upon any such cancellation becoming

effective, LANDLORD and TENANT shall be entirely relieved of their obligations

hereunder, and any security deposit, prepaid rent, and/or payment for additional

leasehold improvements given by TENANT to LANDLORD shall be returned to TENANT.

Said six (6) month period shall be extended by a number of days equal to the

time of delay, in the event of either of the following:

(i) If TENANT has not approved and signed off on all final

plans and specifications necessary for the construction of Leasehold

Improvements (as defined in Exhibit D to be attached hereto and incorporated

herein by reference), including paint, carpet and other finishes, by the date

specified in subsection (b) of this paragraph: unless any such delay is caused

by LANDLORD and/or LANDLORD'S architect and/or engineers;

(ii) If the delay in completion of the Premises is due to work

items which are not Building Standard (as defined in Exhibit D to be attached

hereto and incorporated herein by reference), including work performed by

TENANT'S own contractor(s).

(l) This Lease and the obligations of TENANT to pay the minimum

annual rent and all additional rent and to perform all of the Terms, covenants

and conditions on the part of TENANT to be performed shall in no way be

affected, impaired or excused because LANDLORD, due to any and all delays beyond

LANDLORD'S reasonable control, including, but without limitation, delays caused

by TENANT, governmental restrictions, government preemption, strikes, labor

disputes, lock-outs, shortage of labor or materials, acts of God, enemy action,

civil commotion, riot or insurrection, or fire or other unavoidable casualty, is

(i) unable to fulfill any of its obligations under this Lease, or (ii) unable to

supply or delay in supplying any service expressly or impliedly to be supplied,

or (iii) unable to make or delay in making any repairs, replacements, additions,

Alterations or decorations, or (iv) unable to supply or delay in supplying any

equipment or fixtures. LANDLORD shall in each instance exercise

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reasonable diligence to effect performance when and as soon as possible.

However, LANDLORD shall be under no obligation to pay overtime labor rates.

Further, if either of the delays set forth in subsection (k) above

causes delayed possession by TENANT, the obligation to pay rent shall commence

at such time as any such delay is the only remaining cause of TENANT'S delayed

possession.

6. USE OF PREMISES.

(a) TENANT shall use and occupy the Premises solely for general

business uses provided that such use(s) is (are) in accordance with applicable

zoning and other local governmental regulations. Without the prior written

consent of LANDLORD, the Premises shall not be used for any other purposes or

uses whatsoever. TENANT shall not use or occupy the Premises for any unlawful

purpose, and shall comply with all present and future laws, ordinances,

regulations, and orders of the United States of America, Maryland, County of

Prince George's, and any other public or quasi-public authority having

jurisdiction over the Premises.

(b) Prior to the execution of this Lease, TENANT shall advise the

LANDLORD in writing if any of its intended uses or activities or any of its

TENANT requirements, including but not limited to its desired TENANT

Improvements, would in any way be in non-conformity with the then existing

zoning and use restrictions that apply to the Building or the Land. Unless

otherwise provided, the LANDLORD shall be responsible for obtaining variances

that are necessary to accommodate such non-conforming uses or activities that

had been disclosed to it in writing.

(c) Any problem, delay or expense that arises from any

non-conforming use or activity that was not so disclosed by the TENANT, shall be

the responsibility of the TENANT, and the TENANT indemnifies the LANDLORD for

expenses incurred in attempting to resolve the non-conforming situation. Any

delay caused by such a non-conforming situation shall not delay the Lease

Commencement Date.

7. ASSIGNMENT AND SUBLETTING.

(a) TENANT shall not assign, transfer, mortgage, or otherwise

encumber this Lease, or sublet, rent, or permit occupancy or use of the

Premises, or any part thereof, without obtaining the prior written consent of

LANDLORD, nor shall any subletting, assignment or transfer of this Lease or the

right of occupancy hereunder be effected by operation of law or in any manner

other than with the prior written consent of LANDLORD. LANDLORD'S written

consent shall not be unreasonably withheld. Any assignment or subletting or

transfer with or without LANDLORD'S consent shall not be construed as a waiver

or release of TENANT from

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liability hereunder for the payment of rent or the performance and observance of

any of the Terms and conditions of this Lease. The collection or acceptance of

rent from any assignee, subtenant, or occupant shall not constitute a waiver or

release of TENANT from any covenant or obligation contained in this Lease, nor

shall any assignment or subletting be construed to relieve TENANT from obtaining

the consent in writing of LANDLORD to any further assignment or subletting.

(b) In the event that TENANT desires to assign or sublet all or a

portion of the Premises, TENANT shall give to LANDLORD sixty (60) days written

notice of TENANT'S intention to do the same, the name, address and a current

financial statement of the proposed subtenant or assignee, and a copy of the

proposed assignment or sublease, specifying, among other items, the proposed

use, the Term and rent of the proposed sublease or assignment. In such event,

LANDLORD shall have the option to (i) sublet such portion of the Premises from

TENANT at the Base Rent set forth herein, or (ii) to terminate this Lease, for

the entire Premises or for the affected portion of the Premises, as of the

effective date of the proposed sublease or assignment or (iii) give notice of

consent or disapproval. Within thirty (30) days after receipt of said notice,

LANDLORD shall give written notice to TENANT, stating whether LANDLORD approves

or disapproves the proposed assignment or sublease, or whether LANDLORD shall

exercise its option to sublet or terminate as set forth above. In the event the

LANDLORD does not exercise its option to sublet the Premises or to terminate

this Lease as heretofore provided, TENANT may sublet or assign the Premises only

after first obtaining the written consent of LANDLORD, such consent to not

unreasonably be withheld.

(c) In the event that TENANT defaults hereunder, TENANT hereby

assigns to LANDLORD the rent due from any subtenant or assignee of TENANT and

hereby authorizes each such subtenant or assignee to pay said rent directly to

LANDLORD.

(d) Upon any sublease or assignment of this Lease, all option

rights, right of refusal, and expansion rights, shall terminate and be of no

further force or effect. Further, TENANT shall not have the right to exercise

any such option rights, rights of refusal, or expansion rights unless TENANT

shall be in occupancy of the Premises at the time of exercise.

8. MAINTENANCE.

TENANT shall keep the Premises and fixtures and equipment therein in

clean, safe, and sanitary condition and good order, will suffer no waste or

injury thereto, and will, at the expiration or other termination of this Lease,

surrender the same, broom clean, in the same order and condition in which they

are on the Lease Commencement Date, ordinary wear and

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tear excepted. Maintenance and repair of all equipment and/or fixtures within or

for the exclusive benefit of the Premises, including but not limited to, kitchen

fixtures, special air-conditioning equipment, bathroom fixtures, computers, or

any other type of equipment or improvements, together with related plumbing,

electrical, or other utility services, whether installed by TENANT or LANDLORD

on behalf of TENANT, shall be the sole responsibility of TENANT, and LANDLORD

shall have no obligation in connection therewith.

9. HOURS OF OPERATION.

The regularly scheduled hours of operation for the Building shall be

8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m.,

Saturday (excepting the holidays set forth below). LANDLORD shall furnish heat

or air-conditioning to the Premises during the regularly scheduled hours during

the appropriate seasons of the year. LANDLORD shall also furnish, in accordance

with Section 4 above, reasonably adequate electric current, water, lavatory

supplies, automatically operated elevator service, (if applicable) and normal

and usual cleaning and janitorial service. Holidays on which said heating,

air-conditioning and other services shall not be provided are: New Year's Day,

President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day,

Thanksgiving Day and Christmas Day, and such other holidays as observed by the

Federal Government. Such holidays shall be observed on the same dates as are

observed by the Federal Government. If TENANT desires air conditioning or heat

and/or other utilities or services beyond the hours and days as herein above set

forth, and if mutually satisfactory written agreements are made with LANDLORD,

or its agent, not less than twenty-four (24) hours in advance of the

requirement, LANDLORD shall use its best efforts to furnish such additional air

conditioning or heat and/or utilities or services to TENANT, and TENANT agrees

to pay LANDLORD any additional costs of such services in an amount equal to the

total direct costs and a ten percent (10%) administrative fee of providing such

additional services on an overtime basis. Provided, however, that LANDLORD and

its agent shall not be liable for failure to furnish or for suspension or delay

in furnishing any or all of such services caused by breakdown, maintenance or

repair work, strike, riot, civil commotion, or any other cause or reason

whatsoever beyond the control of LANDLORD.

10. TENANT ALTERATIONS.

(a) Except for initial Leasehold Improvements made pursuant to

Section 29 and Exhibit D hereof, TENANT shall not make or permit anyone to make

any Alterations, decorations, additions, or improvements, structural or

otherwise, or install any fixtures

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(hereinafter collectively referred to as "Alterations"), in or to the Premises

or the Building without the prior written consent of LANDLORD. All of such

Alterations permitted by LANDLORD must conform to all rules and regulations

established from time to time by the Insurance Underwriter's Association of the

local area and by the LANDLORD and conform to all requirements of the Federal,

state and local governments. Prior to the commencement of work on any

Alterations, the LANDLORD'S written approval must be obtained as to (i) the

contractor(s) and subcontractor(s) selected to perform such work, and (ii)

comprehensive plans and specifications showing all the proposed Alterations,

including detailed descriptions of the effect of the proposed Alterations on the

mechanical and electrical systems of the Building. LANDLORD shall have the right

to stop such work if the LANDLORD or its designated agent determines that such

work is not being done in a workmanlike manner or in accordance with the plans

and specifications provided to LANDLORD. In such event, TENANT shall promptly

correct the problem(s) which gave rise to the work stoppage, and if TENANT fails

to do so within a time period determined by LANDLORD to be reasonable, then

LANDLORD may, at its sole option, correct such problem(s), or complete the

Alterations, or remove the Alterations and restore the Premises to their

original condition, and TENANT shall be liable for the costs of such action as

additional rent. It is understood and agreed by LANDLORD and TENANT that any

such Alterations shall be constructed on behalf of TENANT. Copies of all plats,

plans, sketches, permits, samples, etc. which are prepared or obtained in the

course of such Alterations shall be provided to the LANDLORD or its designated

AGENT no later than ten (10) days after such are prepared or obtained and prior

to any implementation. The TENANT agrees to allow inspection from time to time

during the period of construction of all Alterations. In addition, TENANT agrees

to furnish "as built" plans and specifications for all Alterations within a

reasonable period of time after completion of Alterations, and to pay to

LANDLORD or its designated agent a reasonable fee for updating the master

reproducible Building blueprint to show the Alterations.

(b) Prior to commencing construction on any Alterations approved by

LANDLORD, TENANT agrees to obtain and deliver to LANDLORD written and

unconditional waivers of mechanic's and suppliers' liens upon the Property for

all work, labor, and services to be performed, and materials to be furnished, by

them in connection with such work, signed by all contractors, subcontractors,

suppliers, and laborers to become involved in such work. If, notwithstanding the

foregoing, any mechanic's or suppliers' lien is filed against the Property for

work claimed to have been done for, or materials claimed to have been furnished

to, TENANT, such lien shall be discharged by TENANT within ten (10) days

thereafter, at TENANT'S sole

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cost and expense, by the payment thereof or by filing any bond required by law.

If TENANT shall fail to discharge any such mechanic's or suppliers' lien,

LANDLORD may, at its option, discharge the same and treat the cost thereof and

any legal expenses incurred in connection therewith, as additional rent payable

with the installment of Monthly Base Rent next becoming due; it being hereby

expressly covenanted and agreed that such discharge by LANDLORD shall not be

deemed to waive or release the default of TENANT in discharging the same. It is

understood and agreed that, in the event LANDLORD shall give its written consent

to TENANT'S making any such Alterations, such written consent shall not be

deemed to be an agreement or consent by LANDLORD to subject LANDLORD'S interest

in the Property to any mechanic's or suppliers' liens which may be filed in

respect of any such Alterations made by or on behalf of TENANT.

(c) TENANT shall indemnify and hold LANDLORD harmless from and

against any and all expenses, liens, claims, or damages to any person or

property which may or might arise directly or indirectly by reason of making of

any such Alterations.

(d) If any Alterations are made without the prior written consent of

LANDLORD, LANDLORD retains the right to enter the Premises at any time during

the Term of this Lease to correct or remove the same and restore the Premises to

their original improved condition, and TENANT shall be liable and hereby agrees

to reimburse the LANDLORD for the costs of such removal and restoration together

with any and all damages which the LANDLORD may suffer and sustain as a result

thereof.

(e) All fixtures, Alterations, installations, changes, replacements,

additions, or improvements, including wall-to-wall carpet and wall covering, to,

in or upon the Premises (whether installed with or without the prior written

consent of LANDLORD) shall, unless the LANDLORD elects otherwise, become the

Property of LANDLORD and shall remain upon the Premises and be surrendered with

the Premises at the expiration or termination of this Lease or any renewal or

extension period without disturbance, molestation or injury. Should the LANDLORD

elect that fixtures, Alterations, installations, changes, replacements,

additions, or improvements made by the TENANT upon the Premises be removed upon

the expiration or termination of this Lease or any renewal period, the TENANT

hereby agrees to cause same to be removed at the TENANT'S sole cost and expense,

and to restore the Premises to the original improved condition on or before the

expiration or termination of this Lease or any renewal period. Should TENANT

fail to remove the same or restore the Premises, the LANDLORD may cause same to

be removed and/or the Premises to be restored at the

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TENANT'S expense, and the TENANT hereby agrees to pay to the LANDLORD the costs

of such removal and/or restoration together with any and all damages which the

LANDLORD may suffer and sustain by reason of the failure of the TENANT to remove

the same and/or restore the Premises as herein provided.

(f) If TENANT is not in default in the performance of any of its

obligations under this Lease, TENANT shall have the right to remove, prior to

the expiration of the Term of this Lease, all movable equipment, furniture or

furnishings which are not affixed to the Premises or the Building and which were

installed in the Premises at the expense of the TENANT. If such Property of

TENANT is not removed by TENANT prior to the expiration or termination of this

Lease, the same shall become the Property of LANDLORD and shall be surrendered

with the Premises as a part thereof, or, at LANDLORD'S option, LANDLORD may

cause the same to be removed and the Premises to be restored to their original

improved condition (if necessary), and TENANT hereby agrees to pay to LANDLORD

the cost of such removal and restoration together with any and all damages which

LANDLORD may suffer and sustain by reason of the failure of TENANT to remove the

same and restore the Premises or Building as herein provided.

11. ADVERTISING. Except as otherwise herein provided, TENANT agrees that

no sign, advertisement, display or notice shall be inscribed, painted or affixed

on any part of the outside or inside of the Premises or Building, except on the

directories and doors of offices, and then only in such size, color and style as

the LANDLORD shall approve. LANDLORD shall have the right to prohibit any

advertisement, or display of items of the TENANT, wherever appearing, which in

the LANDLORD'S opinion tends to impair the reputation of the Building or its

desirability as a Building for offices or for financial, insurance or other

institutions and businesses of like nature. Upon written notice from the

LANDLORD, TENANT shall refrain from and discontinue such advertisement. LANDLORD

agrees to display in the main lobby of the Building, a Building directory

listing the TENANT. Such directory shall be maintained and updated at no cost to

TENANT throughout the Term of this Lease and renewal or extension thereof. In

the event that TENANT violates the Terms of this section, LANDLORD may remove

any sign, advertisement, display or notice and may charge the TENANT for any

costs incurred by LANDLORD in connection with such removal.

12. DELIVERIES.

No freight, furniture or other bulky matter of any description shall

be received into the Building or carried in the elevators, except as approved by

the LANDLORD. All moving of furniture, equipment or bulky material in the

Building outside the Premises must be with the prior

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written consent of the LANDLORD in accordance with LANDLORD'S reasonable rules

and instructions; and be conducted during a scheduled time that is specifically

approved by the Landlord and is designed to be non-disruptive to the LANDLORD

and other TENANTS. The TENANT, and not the LANDLORD shall be solely responsible

for any damage to items, or for any damage or cost arising out of any such move.

TENANT agrees to remove promptly from the public area within or adjacent to the

Building any of TENANT'S personal Property there delivered or deposited.

LANDLORD shall have the right to prescribe the weight, method of installation,

and position of safes or other heavy fixtures or equipment. All damage done to

the Building by delivery, maintaining or removal of any fi