Exhibit 10(l)


    
      
        Exhibit
          10(l)

      

       

      ADDENDUM
        TO AGREEMENT OF LEASE

      

        THIS
          ADDENDUM TO AGREEMENT OF LEASE, dated as of November 15, 2005 (this "Addendum")
          is made by and between HEADWATERS ASSOCIATES, a Pennsylvania general
          partnership, with an address at 10 North Church Street, Suite 307, West
          Chester,
          Chester County, Pennsylvania 19380 ("Lessor") and DNB FIRST, NATIONAL
          ASSOCIATION, a national banking association
          having a
          principal place of business at 4 Brandywine Avenue, Downingtown, Chester
          County,
          Pennsylvania 19335 ("Lessee").

         

      

      Background:

      


      A.
        On
        February 10, 2005, Lessor and Lessee entered into an Agreement of Lease (the
        “Original Lease Agreement”), providing for a lease from Lessor to Lessee of
        certain premises consisting of 4,770 square feet (the “Original Leased
        Premises”) on the first floor space of the four story building at 2 North Church
        Street, West Chester, Pennsylvania (the “Building”).

      


      B.
        Lessor
        proposes to lease to Lessee, and Lessee proposes to lease from Lessor,
        additional space on the third floor of the Building comprising a conference
        room
        which, with allocable common area, is comprised of 564 square feet (the
“Additional Leased Premises”), on the terms and conditions contained in this
        Addendum.

      


      NOW,
        THEREFORE, intending to be legally bound hereby, and in consideration of
        the
        mutual benefits contained herein and for other good and valuable consideration
        the receipt and sufficiency of which is hereby acknowledged, the parties
        agree
        as follows:

      

        1. Demise
          and Lease of Additional Leased Premises.
          Lessor,
          for and in consideration of the payment of the rentals hereinafter specified,
          and the performance of the terms, covenants and agreements herein contained,
          hereby demises and leases unto Lessee and Lessee hereby lets from the Lessor,
          for a term beginning on the date of this Addendum, the Additional Leased
          Premises, subject to and in accordance with all of the terms and conditions
          of
          the Original Lease as it is modified by this Addendum.

      

       

      2. Definitions.
        

      


      (a)
        The
        Original Lease as amended by this Addendum is sometimes referred to herein
        as
        the “Lease.” All references in the Original Lease to the “Lease” shall mean and
        refer hereafter to the Original Lease as modified by this Addendum.

      


      (b)
        The
        Original Leased Premises and the Additional Leased Premises are sometimes
        referred to herein collectively as the “Leased Premises.” All references in the
        Original Lease to the “Leased Premises” shall, except as otherwise provided in
        this Addendum, mean and refer hereafter to the Original Leased Premises and
        the
        Additional Leased Premises.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (c)
        Capitalized terms not otherwise defined in this Addendum shall have the same
        meaning in this Addendum as such terms have in the Original Lease.

      


      3. Rent.
        The
        Rent provided for the “Leased Premises” in Section 3 of the Original Lease shall
        apply only to the Original Leased Premises. Lessee shall pay to Lessor as
        additional base rent (“Base Rent”) for the Additional Leased Premises the
        following:

      


      (a)
        From
        the date hereof through July 31, 2006, at a rate of Twelve Dollars ($12.00)
        per
        square foot per year, for equal, consecutive monthly installments of $564.00.
        This is equivalent to an annualized Base Rent for the Additional Leased Premises
        of Six Thousand Seven Hundred Sixty-Eight Dollars ($6,768.00). The Base Rent
        shall remain constant through July 31, 2006. The annual Base Rent shall
        thereafter be increased for Years 2 through 5 of the Lease Term, as
        follows:

      


      (b) 8/1/06
        to
        7/31/07 (Years 2): The annual Base Rent paid in Year 2 shall be a “Fair Market
        Rental” determined prior to Year 2, as more fully provided below.

      


      (c) 8/1/07
        to
        7/31/08 (“Year 3”): The annual Base Rent paid in Year 2 shall be increased for
        Year 3 by the percentage increase, if any, in the consumer price index for
        all
        urban consumers, Philadelphia-Wilmington-Atlantic City, CMSA (hereinafter
“CPI”)
        between June 2006 and June 2007. 

      


      (d) 8/1/08
        to
        7/31/09 (“Year 4”): The annual Base Rent paid in Year 3 shall be increased for
        Year 4 by the percentage increase, if any, in the CPI between June 2007 and
        June
        2008.

      


      (e) 8/1/09
        to
        7/31/10 (“Year 5”): The annual Base Rent paid in Year 4 shall be increased for
        Year 5 by the percentage increase, if any, in the CPI between June 2008 and
        June
        2009.

       

      
        For
          purposes of determining the annual Base Rent in Year 2 the Lessor shall
          notify
          Lessee in writing of Lessor’s determination of the åFair Market Rentalæ for the
          Additional Demised Premises as of August 1, 2006 (the beginning of Year
          2) by
          written notice to Lessee no later than May 3, 2006.
          If, by
          May 18, 2006, Lessee and Lessor shall not have agreed in writing on the
åFair
          Market Rentalæ and hence the annual rate of Base Rent for Year 2, the parties
          shall, on or before June 2, 2006, submit the dispute to binding arbitration
          by
          two licensed Pennsylvania real estate appraisers each having a minimum
          of ten
          (10) years experience in appraising commercial real estate in Chester County,
          Pennsylvania, one to be appointed by each of the parties. If the two appraisers
          cannot agree on the fair market rent, they shall promptly select a third
          Pennsylvania real estate appraiser having a minimum of ten (10) years experience
          in appraising commercial real estate in Chester County, Pennsylvania. The
          appraisers shall submit to Lessor and Lessee, not later than July 3, 2006,
          a
          written determination as to the åFair Market Rentalæ for the Additional Demised
          Premises as of August 1, 2006, taking into account all of the terms and
          conditions of this Lease for the Additional Demised Premises, including
          without
          limitation
          taking
          into account that Lessee shall not be obligated to pay additional rent
          for the
          Additional Leased Premises for operating expenses, taxes, insurance or
          the like.
          Such determination of the arbitrators
          shall be
          final and binding on Lessor and Lessee. The cost of such arbitration shall
          be
          shared equally between the parties.

         

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

         

      

      Each
        installment of Base Rent for the Additional Leased Premises shall be due
        and
        payable in advance on the first day of each calendar month during the Term
        without set off or any demand therefor, at the place designated by Lessor
        under
        the Lease for payment of rent. In the event the Term for the Additional Leased
        Premises shall begin and end other than on the first day and last day,
        respectively, of a calendar month, the rental for such partial month shall
        be
        adjusted utilizing the number of days of the Term actually contained in the
        calendar month during which the Term begins and ends, respectively.

      


      4. Annual
        Operating Expenses.
        Lessee
        shall pay the “Additional Premises Pro Rata Share” of Annual Operating Expense
        at the same times and in the same manner as Lessee pays the “Pro Rata Share”
under the Original Lease. However, the “Additional Premises Pro Rata Share”
shall, for purposes of this Addendum and the Additional Leased Premises,
        be an
        amount each period equal to the sum of:

      


      (1)
        2.7%
        of the result obtained by deducting from Annual Operating Expenses all
        electricity charges; plus

      


      (2)
        9.5%
        of all electricity charges allocable to the third (3rd) floor of the building,
        according to separately electrical metering for that floor, the parties agreeing
        that this percentage represents the proportion of the square footage of the
        Additional Leased Premises to the total square footage of all rentable space
        on
        the third floor of the Building.

       

      
        5. Option
          to
          Renew; Rental During Renewal Terms.
          Lessee’s option to renew the Lease for three (3) additional,
          successive
          terms of
          five (5) years each as set forth in the Original Lease shall extend to
          and
          include the Additional Leased Premises, except that Lessee shall be entitled
          to
          exercise the option separately as to the Original Leased Premises alone,
          or for
          both the Original Leased Premises and the Additional Leased Premises together,
          as Lessee may elect in its notice of exercise of each option, but Lessee
          shall
          not have the option to renew the Lease for the Additional Leased Premises
          alone;
          provided however, that, if Lessee fails to exercise the renewal option
          for the
          Additional Leased Premises, but exercises the renewal option for the Original
          Leased Premises alone, Lessee shall have no further option to renew as
          to the
          Additional Leased Premises. In any notice of exercise of the option to
          renew,
          unless Lessee shall expressly state otherwise in its notice of exercise
          of a
          renewal option, Lessee shall be presumed to be exercising the option to
          renew as
          to both the Original Leased Premises and the Additional Leased Premises.
          Upon an
          exercise of an option to renew the Lease that includes the Additional Leased
          Space, the provisions of the Original Lease for determining the amount
          and rate
          of Base Rent during any Renewal Period shall apply to the Additional Leased
          Space.

        


        6. Reaffirmation
          of Lease.
          The
          terms and conditions of the Original Lease, as modified by this Addendum,
          are
          hereby reaffirmed by the Lessor and Lessee and are hereby extended to the
          Additional Leased Premises, as modified by this Addendum.

         

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

         

      

      7. Miscellaneous.
        

      


      (a) Examination
        or review of this Addendum by or on behalf of either Lessor or Lessee shall
        not
        be construed as approval or acceptance hereof and this Lease shall not be
        effective until executed by duly authorized signatories of both Lessor and
        Lessee. This Addendum may not be amended or modified except by a writing
        signed
        by Lessor and Lessee. 

      


      (b) No
        consent or waiver, express or implied, by Lessor or Lessee to or of any breach
        of any agreement or duty to the other shall be construed as a consent or
        waiver
        of any other breach of the same or any other agreement or duty. 

      


      (c) The
        invalidity or unenforceability of any provision of this Addendum shall not
        affect or render invalid or unenforceable any other provision
        hereof.

      


      (d) This
        Addendum and the Lease shall be construed under the laws and judicial
        interpretations of the Commonwealth of Pennsylvania, as they may be pre-empted
        by federal law. 

       

      (e) This
        Addendum shall not be recorded in whole or in memorandum form by Lessee without
        the prior written consent of Lessor. 

       

      
        (f) Lessor
          and Lessee represent and warrant to each other that they have not consulted
          or
          contacted any agent, broker, or finder in connection with this Addendum.
          Lessor
          and Lessee agree to defend, indemnify and hold the other harmless from
          any and
          all claims for compensation or commission, or any portion thereof, in connection
          with this Lease by any broker, agent, or finder (other than Broker) claiming
          to
          have dealt with the indemnifying party.



      [The
        balance of this page is intentionally left blank.]


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Lessor and Lessee have caused the due execution of this
        Addendum on their respective behalf.

      


        
          	 	
                  LESSOR:

                
	 	 
	 	
                  HEADWATERS
                    ASSOCIATES

                
	
                  Witness:

                	 
	__________________________________ 	 
	 	
                  By:
                    ____________________________________

                
	
                  Print
                    Name:__________________

                	
                  William
                    Dalusio, General Partner

                
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
                  ATTEST:

                	
                  LESSEE:

                
	 	 
	 	
                  DNB
                    FIRST, NATIONAL ASSOCIATION

                
	 	 
	 	 
	_________________________________	
                  By:
                    ____________________________________

                
	
                  Ronald
                    K. Dankanich, Secretary

                	
                  William
                    J. Hieb, President

                


        

      

    

     

     

    -5-