a8821_ex10-12






      Exhibit
  10.12

SWAP TRANSACTION CONFIRMATION 


	[WACHOVIA]	 
	 	 
	Date:	December 06, 2004
	To:	Gold Bank ("Counter party")
	Address.	11301 Nall Avenue
	 	Leawood KS 66211 USA
	Fax:	913-451-8004
	Attention:	Randy Wooten
	From:	Wachovia Bank, N.A. ("Wachovia")
	Ref. No:	1030668
	CC:	Chatham Financial
	Address:	576 Rosedale Road
	 	Suite 10
	 	Kennett Square, PA
	 	19348 USA
	Fax;	610-925-3125
	Attention:	Sam Weller



Dear Randy Wooten:



 This confirms the terms of the Transaction
  described below between Counterparty and Wachovia. The definitions and provisions
  contained in the 2000 ISDA Definitions, as published by the international Swaps
  and Derivatives Association. Inc., are incorporated into this Confirmation.
  In the event of any inconsistency between those definitions and provisions and
  this Confirmation, this Confirmation will govern.



 This Confirmation evidences a complete
  and binding agreement between Wachovia and Counterparty as to the terms of the
  Transaction to which this Confirmation relates. In addition, the parties agree
  to use all reasonable efforts promptly to negotiate, execute and deliver an
  agreement (the "Master Agreement") in the form of the ISDA Master Agreement
  (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as the
  parties will agree in good faith. Upon the execution by the parties of the Master
  Agreement, this Confirmation will supplement, form a part of, and be subject
  to the Master Agreement, and all provisions contained or incorporated by reference
  in the Master Agreement will govern this Confirmation except as expressly modified
  below. Until the parties execute and deliver the Master Agreement, this Confirmation
  shall supplement, form a part of, and be subject to an agreement in the form
  of the ISDA Form as if the parties had executed an agreement in such form, but
  without any Schedule except for the election of New York law (without regard
  to conflicts of law principles) as the governing law and U.S. Dollars as the
  Termination Currency. Neither party is acting as the other party's financial
  advisor for this Transaction nor is it relying on the other party for any evaluation
  of the present or future results, consequences, risks, and benefits of this
  transaction, whether financial, accounting, tax, legal, or otherwise.




1. The terms of the particular Transaction to which the Confirmation relates arc as follows:


	Transaction Type:	Interest Rate Swap
	Currency for Payments:	U.S. Dollars
	Notional Amount:	USD 60,000,000.00
	Term:	 
	            Trade
      Date:	November 30,2004
	            Effective
      Date:	December 01, 2004


 



  	 	 
	            Termination
        Date:	December 01, 2010
	Fixed Amounts:	 
	            Fixed
        Rate Payer:	Wachovia
	            Period
        Fund Dates:	Quarterly on the 1st of each March, June,
        September and December
	 	commencing March 01, 2005. through and including
        the Termination
	 	Date; No Adjustment.
	            Payment
        Dates:	Quarterly on the lst of each March, June,
        September and December
	 	commencing March 01, 2005, through and including
        the Termination
	 	Date
	            Business
        Day Convention:	Following.
	            Business
        Day:	New York
	            Fixed
        Rate:	7.00%
	            Fixed
        Rate Day	 
	            Count
        Fraction:	Actual/360
	 	 
	Floating Amounts:	 
	            Floating
        Rate Payer:	Counterparty
	            Period
        End Dates:	Quarterly on the 1st of each March, June,
        September and December
	 	commencing March 01, 2005, through and including
        the Termination
	 	Date: No Adjustment.
	            Payment
        Dates:	Quarterly on the 1st of each March, June.
        September and December
	 	commencing March 01, 2005, through and including
        the Termination
	 	Date
	            Business
        Day Convention:	Following
	            Business
        Day:	New York
	            Floating
        Rate Option:	USA-PRIME-H151
	            Rate
        Cut-Off Date:	1 Business day prior to Period End Date
	            Spread:	None
	            Floating
        Rate Day	 
	            Count
        Fraction:	Actual/360
	            Reset
        Dates;	Each New York Banking Day in each Calculation
        Period
	            Method
        of Averaging:	Weighted Average
	            Compounding:	Inapplicable
	            Rounding
        convention:	5 decimal places per the ISDA Definitions.





Additional. Termination Event



 (a) The following event shall constitute
  an "Additional Termination Event" for this Transaction under the ISDA Master
  Agreement referred to herein: a Credit Support Annex to the ISDA Master Agreement
  referred to herein fails to be executed and delivered by Counterparty and Wachovia
  by:



 January 03, 2005



 (b) If that Additional Termination
  Event occurs and is continuing, either party may give written notice to the
  other parry designating a New York Business Day not earlier than (nor more than
  20 days after) the day such notice is given as the "Early Termination Date"
  for this Transaction. Upon the giving of that notice all obligations under this
  Transaction will terminate and be replaced by an obligation of one parry to
  make a payment to the other parry under Section 6(e) of the ISDA Master Agreement
  referred to herein. The amount of, and the party obligated to make, such payment
  shall be determined by Wachovia in accordance with the provisions of such Section
  6(e). For that purpose this Transaction shall be a "Terminated Transaction",
  the Counterparty shall be the "Affected Party" and the "Second Method" and "Market
  Quotation" shall apply. Such payment will be due on the New York Business Day
  following the Early Termination Date by the party obligated to pay that amount
  under Section 6(e) of the ISDA Master Agreement refereed to herein.



 The following event shall constitute
  a "Termination Event" for this Transaction: before the opening of business on
  January 03, 2005, the Counterparty fails to execute and deliver to Wachovia
  an ISDA Master Agreement (including a Schedule thereto) in form and substance
  acceptable to Wachovia in its sole discretion.



 If this Termination Event occurs,
  Wachovia may give written notice (including by facsimile transmission) to the




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 Counterparty designating a New York
  Business day not earlier than (nor more than 20 days after) the day such notice
  is given as the "Early Termination Date" for this Transaction. Upon that designation,
  all obligations under this Transaction will terminate and be replaced by an
  obligation of one party hereto to make a payment to the other party hereto as
  compensation for the termination of this Transaction ("Termination Payment").
  The amount of, and the party obligated to make the Termination Payment shall
  be determined by Wachovia in accordance with the provisions of Section 6(e)
  of the 1992 ISDA Master Agreement ("ISDA Master"), which provisions, together
  with related definitions and ancillary provisions, are hereby incorporated by
  reference (mutatis mutandis) from the Local Currency–Single Jurisdiction
  version of the ISDA Master Agreement For purposes of the foregoing, (i) the
  "Second Method" and "Market Quotation" apply, (ii) this Transaction will be
  deemed a "Terminated Transaction", and (iii) the Counterparty will be deemed
  the "Affected Party", as such terms are used in the ISDA Master Agreement.



 The Termination Payment will be
  due on the New York Business Day following the Early Termination Date, together
  with interest thereon (payable on demand and computed on a 360–day year
  basis for actual days elapsed) at a rate per annum equal to 2% plus the daily
  average Bank Prime Loan rate in effect for each day the Termination Payment
  remains unpaid as published in N.Y. Federal Reserve Statistical Release H.15(519)
  for each such day.




2. The additional provisions of this Confirmation are as follows:



	Calculation Agent:	Wachovia
	Payment Instructions:	Wachovia Bank, N.A
	 	CIB Group, ABA 053000219
	 	Ref: Derivative Desk (Trade No:
      1030668)
	 	Account #: 04659360006116
	Wachovia Contacts:	Settlement and/or Rate Resets:
	 	1-800-249-3865
	 	1-704-383-8429
	 	 
	 	Documentation:
	 	Tel: (704) 383-4599
	 	Fax: (704) 383-9139
	 	 
	 	Collateral:
	 	Tel: (704) 383-9529
	 	Please quote transaction reference
      number.
	Payments to Counterparty	Gold Bank
	 	ABA 101102315
	 	Account number: 13400/4000100
	 	For Account of:
	 	F/F/C:


 


 

 

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 Please confirm that the foregoing
  correctly sets forth the terms of our agreement by executing a copy of this
  Confirmation and returning it to us or by sending to us a letter substantially
  similar to this letter, which letter sets forth the material terms of the Transaction
  to which this Confirmation relates and indicates your agreement to those terms.




 Very truly yours, 

  Wachovia Bank, N.A.



 By:          /s/
  Mark P. Silke 

  Name:     MARK P. SILKE 

  Title:       Associate




Ref. No. 1030668





 Accepted and Confirmed as of date 

  first written above:




Gold Bank



 By:    /s/ Rick Tremblay 

  Name:     Rick Tremblay 

  Title:       Exec. V.P. - CF



 


 

 

 

 

 

 

 

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