ridgeagreement.htm


    


      STOCK PURCHASE
AGREEMENT

      


      This
Stock Purchase Agreement ("Agreement") is made and entered into as of May 2,
2008, by and between COMMERCIAL NATIONAL FINANCIAL CORPORATION, a Pennsylvania
corporation ("Buyer"),  and LOUIS A. STEINER, BARBARA J. STEINER,
SARAH S. SHIREY, BARBARA S. HOLMES, LOUIS T. STEINER, DOROTHY S. HUNTER,
COMMERCIAL BANK & TRUST OF PA, TRUSTEE OF THE GRANT E. HUNTER CREDIT SHELTER
TRUST UNDER WILL, GREGG E. HUNTER, AND GRANT W. HUNTER  (individually
a "Seller" and collectively, "Sellers").

      


      RECITALS

      


      Sellers
desire to sell, and Buyer desires to purchase, all of the issued and outstanding
shares (the "Shares") of capital stock of Ridge Properties, Inc., a Pennsylvania
corporation (the "Company"), for the consideration and on the terms set forth in
this Agreement.

      


      AGREEMENT

      


      The
parties, intending to be legally bound, agree as follows:

      


      1.           DEFINITIONS

      


      For purposes of this Agreement, the
following terms have the meanings specified or referred to in this Section
1:

      


      "Breach"--a
"Breach" of a representation, warranty, covenant, obligation, or other provision
of this Agreement or any instrument delivered pursuant to this Agreement will be
deemed to have occurred if there is or has been (a) any inaccuracy in or breach
of, or any failure to perform or comply with, such representation, warranty,
covenant, obligation, or other provision, or (b) any claim (by any Person) or
other occurrence or circumstance that is or was inconsistent with such
representation, warranty, covenant, obligation, or other provision, and the term
"Breach" means any such inaccuracy, breach, failure, claim, occurrence, or
circumstance.

      


      "Buyer"--as
defined in the first paragraph of this Agreement.

      


      "Closing"--as
defined in Section 2.3.

      


      "Closing
Date"--the date and time as of which the Closing actually takes
place.

      


      "Company"--as
defined in the Recitals of this Agreement.

      


      "Consent"--any
approval, consent, ratification, waiver, or other authorization (including any
Governmental Authorization).

      


      "Contemplated
Transactions"--all of the transactions contemplated by this Agreement,
including:

      


      (a)           the
Company's sale, prior to Closing, of the Unity Township Property;

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      (b)           the
sale of the Shares by Sellers to Buyer;

      


      
        	
                 
      

              	
                (c)

              	
                the
      execution, delivery, and performance of the Escrow
    Agreement;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                the
      performance by Buyer and Sellers of their respective covenants and
      obligations under this Agreement;
and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Buyer's
      acquisition and ownership of the
Shares.

              


      

      


      "Contract"--any
agreement, contract, obligation, promise, or undertaking (whether written or
oral and whether express or implied) that is legally binding.

      


      "Damages"--as
defined in Section 10.2.

      


      "Disclosure
Letter"--the disclosure letter delivered by Sellers to Buyer concurrently
with the execution and delivery of this Agreement.

      


      "Encumbrance"--any
charge, claim, community property interest, condition, equitable interest, lien,
option, pledge, security interest, right of first refusal, or restriction of any
kind, including any restriction on use, voting, transfer, receipt of income, or
exercise of any other attribute of ownership.

      


      "Environment"--soil,
land surface or subsurface strata, surface waters (including navigable waters,
ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters,
drinking water supply, stream sediments, ambient air (including indoor air),
plant and animal life, and any other environmental medium or natural
resource.

      


      "Environmental
Liabilities"--any cost, damages, expense, liability, obligation, or other
responsibility arising from or under Environmental Law and consisting of or
relating to:

      


      
        	
                 
      

              	
                (a)

              	
                any
      environmental matters or conditions (including on-site or off-site
      contamination and regulation of chemical substances or
      products);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                fines,
      penalties, judgments, awards, settlements, legal or administrative
      proceedings, damages, losses, claims, demands and response, investigative,
      remedial, or inspection costs and expenses arising under Environmental
      Law;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                financial
      responsibility under Environmental Law for cleanup costs or corrective
      action, including any investigation, cleanup, removal, containment, or
      other remediation or response actions ("Cleanup") required by applicable
      Environmental Law (whether or not such Cleanup has been required or
      requested by any Governmental Body or any other Person) and for any
      natural resource damages; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      other compliance, corrective, investigative, or remedial measures required
      under Environmental Law.

              


      


      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

          The terms
"removal," "remedial," and "response action," include the types of activities
covered by the United States Comprehensive Environmental Response, Compensation,
and Liability Act, 42 U.S.C. § 9601 et seq., as amended ("CERCLA").

      


      "Environmental
Law"--any Legal Requirement that requires or relates to:

      


      
        	
                 
      

              	
                (a)

              	
                advising
      appropriate authorities, employees, and the public of intended or actual
      releases of pollutants or hazardous substances or materials, violations of
      discharge limits, or other prohibitions and of the commencements of
      activities, such as resource extraction or construction, that could have
      significant impact on the
Environment;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                preventing
      or reducing to acceptable levels the release of pollutants or hazardous
      substances or materials into the
Environment;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                reducing
      the quantities, preventing the release, or minimizing the hazardous
      characteristics of wastes that are
generated;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                assuring
      that products are designed, formulated, packaged, and used so that they do
      not present unreasonable risks to human health or the Environment when
      used or disposed of;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                protecting
      resources, species, or ecological
amenities;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                reducing
      to acceptable levels the risks inherent in the transportation of hazardous
      substances, pollutants, oil, or other potentially harmful
      substances;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                cleaning
      up pollutants that have been released, preventing the threat of release,
      or paying the costs of such clean up or prevention;
  or

              


      

      


      
        	
                 
      

              	
                (h)

              	
                making
      responsible parties pay private parties, or groups of them, for damages
      done to their health or the Environment, or permitting self-appointed
      representatives of the public interest to recover for injuries done to
      public assets.

              


      

      


      "Escrow
Amount"--the sum of One Hundred Thirty-One Thousand Seven Hundred Sixty
Dollars ($131,760) to be deposited into escrow pursuant to the terms of the
Escrow Agreement as described more fully in Section  2.4(c) hereof,
plus any additional amounts that may be added pursuant to Section 2.5 of this
Agreement.

      


      "Facilities"--any
real property, leaseholds, or other interests currently or formerly owned or
operated by the Company and any buildings, plants, structures, or equipment
currently or formerly owned or operated by the Company. 

      


      "Governmental
Authorization"--any approval, consent, license, permit, waiver, or other
authorization issued, granted, given, or otherwise made available by or under
the authority of any Governmental Body or pursuant to any Legal
Requirement.

      



      
        
          
             

          

           


        

        
          3

          
            

          

        

        
           


        

      


      "Governmental
Body"--any:

      


      
        	
                 
      

              	
                (a)

              	
                nation,
      state, county, city, town, village, district, or other jurisdiction of any
      nature;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                federal,
      state, local, municipal, foreign, or other
  government;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                governmental
      or quasi-governmental authority of any nature (including any governmental
      agency, branch, department, official, or entity and any court or other
      tribunal);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                multi-national
      organization or body; or

              


      

      


      
        	
                 
      

              	
                (e)

              	
                body
      exercising, or entitled to exercise, any administrative, executive,
      judicial, legislative, police, regulatory, or taxing authority or power of
      any nature.

              


      

      


      "Hazardous
Activity"--the distribution, generation, handling, importing, management,
manufacturing, processing, production, refinement, Release, storage, transfer,
transportation, treatment, or use (including any withdrawal or other use of
groundwater) of Hazardous Materials in, on, under, about, or from the Facilities
or any part thereof into the Environment, and any other act, business,
operation, or thing that increases the danger, or risk of danger, or poses an
unreasonable risk of harm to persons or property on or off the Facilities, or
that may affect the value of the Facilities or the Company.

      


      "Hazardous
Materials"--any waste or other substance that is listed, defined,
designated, or classified as, or otherwise determined to be, hazardous,
radioactive, or toxic or a pollutant or a contaminant under or pursuant to any
Environmental Law, including any admixture or solution thereof, and specifically
including petroleum and all derivatives thereof or synthetic substitutes
therefor and asbestos or asbestos-containing materials.

      


      "IRC"--the
Internal Revenue Code of 1986 or any successor law, and regulations issued by
the IRS pursuant to the Internal Revenue Code or any successor law.

      


      "IRS"--the
United States Internal Revenue Service or any successor agency, and, to the
extent relevant, the United States Department of the Treasury.

      


      "Knowledge"--an
individual will be deemed to have "Knowledge" of a particular fact or other
matter if:

      


      (a)           such
individual is actually aware of such fact or other matter; or

      


      
        	
                 
      

              	
                (b)

              	
                a
      prudent individual could be expected to discover or otherwise become aware
      of such fact or other matter in the course of conducting a reasonably
      comprehensive investigation concerning the existence of such fact or other
      matter.

              


      

      


      A Person (other than an individual)
will be deemed to have "Knowledge" of a particular fact or other matter if any
individual who is serving, or who has at any time served, as a


      
        
          
             

            


             

          

           


        

        
          4

          
            

          

        

        
           


        

      


      director,
officer, partner, executor, or trustee of such Person (or in any similar
capacity) has, or at any time had, Knowledge of such fact or other
matter.

      


      "Legal
Requirement"--any federal, state, local, municipal, foreign,
international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

      


      "Order"--any
award, decision, injunction, judgment, order, ruling, subpoena, or verdict
entered, issued, made, or rendered by any court, administrative agency, or other
Governmental Body or by any arbitrator.

      


      "Organizational
Documents"--(a) the articles or certificate of incorporation and the
bylaws of a corporation; (b) the partnership agreement and any statement of
partnership of a general partnership; (c) the limited partnership agreement
and the certificate of limited partnership of a limited partnership;
(d) any charter or similar document adopted or filed in connection with the
creation, formation, or organization of a Person; and (e) any amendment to
any of the foregoing.

      


      "Person"--any
individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union, or other entity or Governmental
Body.

      


      "Proceeding"--any
action, arbitration, audit, hearing, investigation, litigation, or suit (whether
civil, criminal, administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any Governmental Body
or arbitrator.

      


      "Release"--any
spilling, leaking, emitting, discharging, depositing, escaping, leaching,
dumping, or other releasing into the Environment, whether intentional or
unintentional.

      


      "Representative"--with
respect to a particular Person, any director, officer, employee, agent,
consultant, advisor, or other representative of such Person, including legal
counsel, accountants, and financial advisors.

      


      "Securities
Act"--the Securities Act of 1933 or any successor law, and regulations
and rules issued pursuant to that Act or any successor law.

      


      "Sellers"--as
defined in the first paragraph of this Agreement.

      


      "Shares"--
as defined in the Recitals of this Agreement.

      


      "Tax" and
"Taxes"--any tax(es) (including any income tax, capital gains tax,
capital stock tax, franchise tax, loans tax, employment tax, social security
tax, withholdings, sales tax, use tax, property tax, business tax, gross
receipts tax, value-added tax, gift tax, estate tax or other tax), levy,
assessment, tariff, duty (including any custom duty), deficiency, or other fee,
and any related charge or amount (including any fine, penalty, interest, or
addition to tax), imposed, assessed, or collected by or under the authority of
any Governmental Body or payable pursuant to any tax-sharing agreement or any
other Contract relating to the sharing of payment of any such tax, levy,
assessment, tariff, duty, deficiency, or fee.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      "Tax
Opinion"--as defined in Section 2.4(a)(iii).

      


      "Tax
Return"--any return (including any information return), report,
statement, schedule, notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination,

      assessment,
collection, or payment of any Tax or in connection with the administration,
implementation, or enforcement of or compliance with any Legal Requirement
relating to any Tax.

      


      "Threat
of Release"--a substantial likelihood of a Release that may require
action in order to prevent or mitigate damage to the Environment that may result
from such Release.

      


      "Threatened"--a
claim, Proceeding, dispute, action, or other matter will be deemed to have been
"Threatened" if any demand or statement has been made (orally or in writing) or
any notice has been given (orally or in writing), or if any other event has
occurred or any other circumstances exist, that would lead a prudent Person to
conclude that such a claim, Proceeding, dispute, action, or other matter is
likely to be asserted, commenced, taken, or otherwise pursued in the
future.

      


      "Unity
Township Property"--as defined in Section 3.4(a)(i).

      


      2.           SALE
AND TRANSFER OF SHARES; CLOSING

      


      2.1           SHARES

      


      Subject
to the terms and conditions of this Agreement, at the Closing, Sellers will sell
and transfer the Shares to Buyer, and Buyer will purchase the Shares from
Sellers.

      


      2.2           PURCHASE
PRICE

      


      The
purchase price (the "Purchase Price") for the Shares will be
$1,317,600.

      


      2.3           CLOSING

      


      The
purchase and sale (the "Closing") provided for in this Agreement will take place
at the offices of Buyer's counsel at 1500 One PPG Place, Pittsburgh, PA, at
10:00 a.m. (local time) on April 24, 2008, or at such other time and place as
the parties may agree. Subject to the provisions of Section 9, failure to
consummate the purchase and sale provided for in this Agreement on the date and
time and at the place determined pursuant to this Section 2.3 will not result in
the termination of this Agreement and will not relieve any party of any
obligation under this Agreement.

      


      2.4           CLOSING
OBLIGATIONS

      


      At the
Closing:

      


      (a)           Sellers
will deliver to Buyer:

       

      
 

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


      
        	
                 
      

              	
                (i)

              	
                certificates
      representing the Shares, duly endorsed (or accompanied by duly executed
      stock powers), for transfer to
Buyer;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                a
      certificate executed by Sellers representing and warranting to Buyer that
      each of Sellers' representations and warranties in this Agreement was
      accurate in all respects as of the date of this Agreement and is accurate
      in all respects as of the Closing Date as if made on the Closing Date
      (giving full effect to any supplements to the Disclosure Letter that were
      delivered by Sellers to Buyer prior to the Closing Date in accordance with
      Section 5.5); and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                a
      tax opinion from Buchanan Ingersoll & Rooney, P.C. addressing the
      question of whether the Company will experience an income tax event for
      federal income tax purposes, including but not limited to the recognition
      of any taxable income or gain, as a result of a sale of the Shares by the
      Sellers to Buyer (the "Tax Opinion").  The Tax Opinion will be
      in a form reasonably acceptable to Buyer, and will be in the form of
      written tax advice to Buyer in compliance with the requirements of
      "covered opinions" and "reliance opinions" under the IRS Circular 230
      regulations as in effect on the Closing Date ("Circular
      230").  The opinions and advice in the Tax Opinion will conclude
      that the federal tax issues addressed "should" be resolved as described in
      the Tax Opinion, meaning a confidence level which exceeds the "more likely
      than not (a greater than 50% likelihood)" confidence level required for
      reliance opinions pursuant to Circular 230.  The Buyer intends
      to hold the Shares indefinitely and, consequently, the Tax Opinion may
      rely upon the assumption that the Buyer will continue to hold the Shares
      and will not liquidate or merge with the Company for at least five years
      from the Closing Date.

              


      

      


      (b)           Buyer
will deliver to the Sellers an aggregate amount equal to the Purchase Price less
the Escrow Amount by bank cashier's or certified check payable to the order of
(or by wire transfer to accounts specified by) the individual Sellers listed in
Schedule 1 attached hereto, which aggregate amount shall be divided into the
amounts set forth after each individual Seller's name in Schedule
1;

      


      (c)           Buyer
and Sellers agree to enter into an escrow agreement in the form attached hereto
as Exhibit A.(the "Escrow Agreement") Buyer agrees to pay to the escrow agent
named in the Escrow Agreement (the "Escrow Agent"), at the Closing the Escrow
Amount in cash payable by wire transfer or delivery of other immediately
available funds for deposit into the escrow account. The Escrow Amount plus any
interest accrued thereon will be available to satisfy any Taxes relating to the
existence and operation of the Company before the Closing which have not
otherwise been provided for, and to satisfy all other amounts owed by Sellers to
Buyer under this Agreement, all in accordance with the terms of the Escrow
Agreement.  The Escrow Agreement shall remain in place for a term of
twelve (12) months from the Closing Date or, if longer, until such time as any
claim made against the Escrow Amount within such twelve month period is finally
and conclusively resolved.

      


      (d)           Buyer
and Sellers shall comply with all requirements of Section 2.5 to be performed on
or before the Closing Date.

       

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      2.5           PRE-CLOSING
TAXES

      


      Buyer and
Sellers agree to the following procedure to address the Sellers' responsibility
to pay the Company's federal income taxes and Pennsylvania income, capital stock
and loans taxes (if applicable), plus any related charge or amount (including
any fine, penalty, interest, or addition to tax), arising in or attributable to
the period (the "Short Period") beginning on July 1, 2007 and ending on the
Closing Date (collectively, the "Pre-Closing Taxes") : (i) on or before the
Closing Date, (A) the Sellers will provide to Buyer their estimate, including a
detailed calculation, of the Company's liability for Pre-Closing Taxes; (B) the
Buyer will review the Sellers' estimate, and the Sellers and the Buyer will in
good faith, jointly determine an estimated amount of the Company's liability for
Pre-Closing Taxes; and (C) the Sellers shall cause a sum of cash at least equal
to the amount of the jointly determined estimate of Pre-Closing Taxes to remain
in the Company's bank account(s) as of the Closing Date (the "Tax Account"); and
(ii) after the Closing Date, (1) the Buyer shall cause the Company to prepare
and file federal and state Tax returns for the Short Period; (2) the Buyer shall
cause the funds remaining in the Company's Tax Account to be used to pay the
actual Pre-Closing Taxes; (3) if the actual Pre-Closing Taxes are greater than
the funds remaining in the Company's Tax Account, such excess amount shall be
paid to the Company out of the Escrow Account and applied by the Company for
such Pre-Closing Taxes; (4) if the actual Pre-Closing Taxes are less than the
funds remaining in the Company's Tax Account, Buyer shall cause the Company to
pay such shortfall into the Escrow Account, to be included as part of the Escrow
Amount; and (5) if the actual Pre-Closing Taxes are greater than the funds
remaining in the Company's Tax Account and the Escrow Account, the Sellers shall
jointly and severally pay and indemnify the Buyer and Company for any such
excess Pre-Closing Taxes.  If the actual Pre-Closing Taxes are greater
than the funds in the Company's Tax Account and Escrow Account, or if for any
reason the Sellers' fail to pay the Company's Pre-Closing Taxes, the foregoing
procedures and remedies shall not be exclusive, and Buyer shall be entitled to
exercise any one or more of its remedies available under this Agreement or as
otherwise provided by law.

      


      3.           REPRESENTATIONS
AND WARRANTIES OF SELLERS

      


      Sellers
represent and warrant to Buyer as follows:

      


      3.1           ORGANIZATION
AND GOOD STANDING

      


      
        	
                 
      

              	
                (a)

              	
                Part
      3.1 of the Disclosure Letter contains complete and accurate information
      setting forth the identity of each stockholder and the number of shares
      held by each. The Company is a corporation duly organized, validly
      existing, and in good standing under the laws of Pennsylvania, with full
      corporate power and authority to conduct its business as it is now being
      conducted, to own or use the properties and assets that it purports to own
      or use. The Company does not do business in any state other than
      Pennsylvania.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Sellers
      have delivered to Buyer copies of the Organizational Documents of the
      Company, as currently in effect.

              


      

      



      
        
          
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      3.2           AUTHORITY;
NO CONFLICT

      


      
        	
                 
      

              	
                (a)

              	
                This
      Agreement constitutes the legal, valid, and binding obligation of Sellers,
      enforceable against Sellers in accordance with its
      terms.  Sellers have the absolute and unrestricted right, power,
      authority, and capacity to execute and deliver this Agreement and to
      perform their obligations under this
Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Neither
      the execution and delivery of this Agreement nor the consummation or
      performance of any of the Contemplated Transactions will, directly or
      indirectly (with or without notice or lapse of
  time):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                contravene,
      conflict with, or result in a violation of (A) any provision of the
      Organizational Documents of the Company, or (B) any resolution
      adopted by the board of directors or the stockholders of the
      Company;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                contravene,
      conflict with, or result in a violation of, or give any Governmental Body
      or other Person the right to challenge any of the Contemplated
      Transactions or to exercise any remedy or obtain any relief under, any
      Legal Requirement or any Order to which the Company or any Seller, or any
      of the assets owned or used by the Company, may be
  subject;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                contravene,
      conflict with, or result in a violation of any of the terms or
      requirements of, or give any Governmental Body the right to revoke,
      withdraw, suspend, cancel, terminate, or modify, any
      Governmental  Authorization that is held by the Company or that
      otherwise relates to the business of, or any of the assets owned or used
      by, the Company;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                cause
      Buyer or the Company to become subject to, or to become liable for the
      payment of, any Tax;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                cause
      any of the assets owned by the Company to be reassessed or revalued by any
      taxing authority or other Governmental
Body;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                contravene,
      conflict with, or result in a violation or breach of any provision of, or
      give any Person the right to declare a default or exercise any remedy
      under, or to accelerate the maturity or performance of, or to cancel,
      terminate, or modify, any Applicable Contract;
  or

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                result
      in the imposition or creation of any Encumbrance upon or with respect to
      any of the assets owned or used by the
Company.

              


      

      


      No Seller
is or will be required to give any notice to or obtain any Consent from any
Person in connection with the execution and delivery of this Agreement or the
consummation or performance of any of the Contemplated Transactions, and the
Company, likewise will not be required to give any such notice or obtain an such
Consent.

      



      
        
          
             

             

          

           


        

        
          9

          
            

          

        

        
           


        

      


      3.3           CAPITALIZATION

      


      The
authorized equity securities of the Company consist of 300,000 shares of common
stock, par value $1.00 per share, of which 103,516 shares are issued and
outstanding and constitute the Shares. Sellers are and will be on the Closing
Date the record and beneficial owners and holders of all of the Shares, free and
clear of all Encumbrances.  No legend or other reference to any
purported Encumbrance appears upon any certificate representing equity
securities of the Company. All of the outstanding equity securities of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable. There are no Contracts relating to the issuance, sale, or
transfer of any equity securities or other securities of the Company. None of
the outstanding equity securities or other securities of the Company was issued
in violation of the Securities Act or any other Legal Requirement.

      


      3.4           ASSETS

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company's assets consist entirely of the following, and the Company does
      not own, lease, license, control or otherwise have any interest in or
      power to control any other assets:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      real estate located in Unity Township, Westmoreland County, Pennsylvania
      on which is constructed a building presently leased to the United State
      Postal Service, with an adjoining parking lot, the address of which
      property is 2061 Route 130 ("Unity Township
  Property");

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                131,760
      shares of the common stock of Commercial National Financial Corporation;
      and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                cash
      on deposit in the Tax Account.

              


      

      


      (b)           At
the Closing Date, the Company's assets shall consist entirely of the assets
described in (a)(ii) and (a)(iii), above and shall not include the Unity
Township Property.

      


      3.5           BOOKS
AND RECORDS

      


      The books
of account, minute books, stock record books, Tax Returns and other records of
the Company, all of which have been made available to Buyer, are complete and
correct.  The minute books of the Company contain accurate and
complete records of all meetings held of, and corporate action taken by, the
stockholders, the Boards of Directors, and committees of the Boards of Directors
of the Company, and no meeting of any such stockholders, Board of Directors, or
committee has been held for which minutes have not been prepared and are not
contained in such minute books. At the Closing, all of those books and records
will be in the possession of the Company.

      


      3.6           TITLE
TO PROPERTIES; ENCUMBRANCES

      


      The real
property listed in Section 3.4 (a), above, are all of the real property,
leaseholds, or other interests therein owned by the Company.

      



      
        
          
             

          

           


        

        
          10

          
            

          

        

        
           


        

      


      3.7           CONDITION
AND SUFFICIENCY OF ASSETS

      


      [Intentionally
Omitted]

      


      3.8           NO
LIABILITIES

      


      Except
for the Company's Pre-Closing Taxes to be paid in the manner set forth in
Section 2.5: (i) the Company is not subject to any liability or obligation of
whatever kind or nature (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
but not limited to any liability for Taxes ("Liability"); and  (ii)
the Company shall not be subject to any such Liability on or after the Closing
Date and, in particular, the Company shall not have, on or after the Closing
Date, any such Liability as a result of any of the Contemplated Transactions,
including but not limited to the disposition of the Unity Township Property, as
required by Section 5.8 hereof.

      


      3.9           TAXES

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company has filed or caused to be filed (on a timely basis since January
      1, 2000) all Tax Returns that are or were required to be filed by the
      Company, either separately or as a member of a group of corporations,
      pursuant to applicable Legal Requirements. Sellers have delivered to Buyer
      copies of all such Tax Returns filed since January 1, 2002. The Company
      has paid all Taxes that have or may have become due pursuant to those Tax
      Returns or otherwise, or pursuant to any assessment received by Sellers or
      the Company.  No Taxes are being contested and no Tax Returns
      are being, or have been, audited. No request has been received from any
      taxing body to extend the statute of limitations with respect to any Tax
      Return filed or any Taxes.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                There
      exists no proposed Tax assessment against the Company.  All
      Taxes that the Company is or was required by Legal Requirements to
      withhold or collect have been duly withheld or collected and have been
      paid to the proper Governmental Body or other
  Person.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      Tax Returns filed by the Company are true, correct, and
      complete.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Based
      on the assumption that the Buyer intends to hold the Shares indefinitely
      and will not liquidate or merge with the Company for at least five years
      from the Closing Date, the Company will not be subject to federal, state
      or local Tax as a result of the sale of the Shares
    hereunder.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Except
      for the Company's Pre-Closing Taxes for the Short Period to be paid in the
      manner set forth in Section 2.5, the Company has paid, and there is no
      liability for any Tax related to, (1) the Company's operations through the
      Closing Date, (2) the Company's ownership of the Unity Township Property
      or any other real property owned by the Company prior to the Closing Date,
      and/or (3) the Company's disposition of the Unity Township Property and
      all other Company assets disposed of through the Closing
    Date.

              


      

      



      
        
          
             

          

           


        

        
          11

          
            

          

        

        
           


        

      


      3.10           EMPLOYEES

      


      The
Company has had no employees for the past five years.

      


      3.11           COMPLIANCE
WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

      


      
        	
                 
      

              	
                (a)

              	
                the
      Company is, and at all times since January 1, 2002 has been, in full
      compliance with each Legal Requirement that is or was applicable to it or
      to the conduct or operation of its business or the ownership or use of any
      of its assets;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                no
      event has occurred or circumstance exists that (with or without
      notice  or lapse of time) (A) may constitute or result in a
      violation by the Company of, or a failure on the part of the Company to
      comply with, any Legal Requirement, or
(B)

              


      

      may give
rise to any obligation on the part of the Company to undertake, or to bear all
or any portion of the cost of, any remedial action of any nature;
and

      


      
        	
                 
      

              	
                (c)

              	
                the
      Company has not received, at any time since January 1, 2002, any notice or
      other communication (whether oral or written) from any Governmental Body
      or any other Person regarding (A) any actual, alleged, possible, or
      potential violation of, or failure to comply with, any Legal Requirement,
      or (B) any actual, alleged, possible, or potential obligation on the part
      of the Company to undertake, or to bear all or any portion of the cost of,
      any remedial action of any nature.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Company is not required to obtain, and has not obtained and does not hold,
      any Governmental Authorization, and the Company can lawfully conduct its
      business and manage its investments in the manner it currently conducts
      such business and manages such investments without any Government
      Authorization.

              


      

      3.12           LEGAL
PROCEEDINGS; ORDERS

      


      
        	
                 
      

              	
                (a)

              	
                There
      is no pending Proceeding:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                that
      has been commenced by or against the Company or that otherwise relates to
      or may affect the business of, or any of the assets owned or used by, the
      Company; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                that
      challenges, or that may have the effect of preventing, delaying, making
      illegal, or otherwise interfering with, any of the Contemplated
      Transactions.

              


      

      


      To the
Knowledge of Sellers and the Company, (1) no such Proceeding has been
Threatened, and (2) no event has occurred or circumstance exists that may give
rise to or serve as a basis for the commencement of any such
Proceeding.

      


      
        	
                 
      

              	
                (b)

              	
                there
      is no Order to which any of the Company, or any of the assets owned or
      used by the Company, is
subject;

              


      


      
        
          
             

          

           


        

        
          12

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (c)

              	
                no
      Seller is subject to any Order that relates to the business of, or any of
      the assets owned or used by, the
Company;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                no
      officer, director, agent, or employee of the Company is subject to any
      Order that prohibits such officer, director, agent, or employee from
      engaging in or continuing any conduct, activity, or practice relating to
      the business of the Company; and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                no
      Seller is subject to any Order that would in any way impair the Seller's
      ability to consummate any of the Contemplated Transactions to be performed
      by such Seller or which would result in an Encumbrance on the Shares
      transferred by such Seller.

              


      

      


      3.13           CONTRACTS;
NO DEFAULTS

      


      
        	
                 
      

              	
                (a)

              	
                Part
      3.13(a) of the Disclosure Letter contains a complete and accurate list,
      and Sellers have delivered to Buyer true and complete copies,
      of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                each
      Contract of which the Company is a party or is otherwise materially
      affected; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                each
      lease, rental or occupancy agreement, license, installment and conditional
      sale agreement, and other Contract affecting the ownership of, leasing of,
      title to, use of, or any leasehold or other interest in, any real or
      personal property related to the
Company;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Part
      3.13(a) of the Disclosure Letter sets forth reasonably complete details
      concerning such Contracts, including the parties to the
      Contracts,  and the amount and nature of the remaining
      commitment of the Company under the
Contracts.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Contract is in full force and effect and is valid and enforceable in
      accordance with its terms.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Company is, and at all times since January 1, 2002 has been, in full
      compliance with all applicable terms and requirements of each
      Contract;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                each
      other Person that has or had any obligation or liability under any
      Contract has been in full compliance with all applicable terms and
      requirements of such Contract;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                no
      event has occurred or circumstance exists that (with or without notice or
      lapse of time) may contravene, conflict with, or result in a violation or
      breach of, or give the Company or other Person the right to declare a
      default or exercise any remedy under, or to accelerate the maturity or
      performance of, or to cancel, terminate, or modify, any
      Applicable  Contract;
and

              


      


      
        
          
             

          

           


        

        
          13

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (iv)

              	
                the
      Company has not given to or received from any other Person, at any time,
      any notice or other communication (whether oral or written) regarding any
      actual, alleged, possible, or potential violation or breach of, or default
      under, any Contract.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                There
      are no renegotiations of, attempts to renegotiate, or outstanding rights
      to renegotiate any material amounts paid or payable to the Company under
      current or completed Contracts with any Person and no such Person has made
      written demand for such
renegotiation.

              


      

      


      3.14           INSURANCE

      


      
        	
                 
      

              	
                (a)

              	
                Sellers
      have delivered to Buyer true and complete copies of all policies of
      insurance to which the Company is a party or under which the Company, or
      any

              


      

      
        	
                 
      

              	
                director
      of the Company, is or has been covered at any time within the five 5)
      years preceding the date of this
Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      claims have been made against any insurance policy of the Company within
      the past five (5) years.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      policies to which the Company is a party or that provide coverage to any
      Seller, the Company, or any director or officer of an Acquired
      Company:

              


      

      


      (i)           are
valid, outstanding, and enforceable;

      


      (ii)           are
issued by an insurer that is financially sound and reputable;

      


      
        	
                 
      

              	
                (iii)

              	
                taken
      together, provide adequate insurance coverage for the assets and the
      operations of the Company;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                are
      sufficient for compliance with all Legal Requirements and Contracts to
      which the Company is a party or by which any of them is
    bound;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                provide
      coverage on an "occurrence" basis and not on a "claims made"
      basis;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                will
      continue in full force and effect following the consummation of the
      Contemplated Transactions; and

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                do
      not provide for any retrospective premium adjustment or other
      experienced-based liability on the part of the
  Company.

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                Neither
      the Company or any Seller has received (with respect to the Company's
      assets or operations) (A) any refusal of coverage or any notice that a
      defense will be afforded with reservation of rights, or (B) any notice of
      cancellation or any other indication that any insurance policy is no
      longer in full force or effect or will not be renewed or that the issuer
      of any policy is not willing or able to perform its obligations
      thereunder.

              


      

       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      
 

      
        	
                 
      

              	
                (ix)

              	
                The
      Company has paid all premiums due, and has otherwise performed its
      obligations, under each policy to which the Company is a party or that
      provides coverage to the Company.

              


      

      


      3.15           ENVIRONMENTAL
MATTERS

      


      Except as
set forth in part 3.15 of the disclosure letter:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company is, and at all times has been, in full compliance with, and has
      not been and is not in violation of or liable under, any Environmental
      Law. The Company has no basis to expect, nor has it received, any actual
      or Threatened order, notice, or other communication from (i) any
      Governmental Body or private citizen acting in the public interest, or
      (ii) the prior owner or prior or current operator of any Facilities, of
      any actual or potential violation or failure to comply with any
      Environmental Law, or of any actual or Threatened obligation to undertake
      or bear the cost of any Environmental Liabilities with respect to any of
      the Facilities, or with respect to any property or Facility at or to which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used, or processed by the Company, or any other Person for whose
      conduct the Company is or may be held responsible, or from which Hazardous
      Materials have been transported, treated, stored, handled, transferred,
      disposed, recycled, or received.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                There
      are no pending or, to the Knowledge of the Company, Threatened claims,
      Encumbrances, or other restrictions of any nature, resulting from any
      Environmental Liabilities or arising under or pursuant to any
      Environmental Law, with respect to or affecting any of the Facilities or
      any other properties and assets (whether real, personal, or mixed) in
      which the Company has or had an
interest.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Company has no basis to expect, nor has it or any Seller, received any
      citation, directive, inquiry, notice, Order, summons, warning, or other
      communication that relates to Hazardous Activity, Hazardous Materials, or
      any alleged, actual, or potential violation or failure to comply with any
      Environmental Law, or of any alleged, actual, or potential obligation to
      undertake or bear the cost of any Environmental Liabilities with respect
      to any of the Facilities or any other properties or assets (whether real,
      personal, or mixed) in which the Company had an interest, or with respect
      to any property or facility to which Hazardous Materials generated,
      manufactured, refined, transferred, imported, used, or processed by the
      Company, or any other Person for whose conduct the Company may be held
      responsible, have been transported, treated, stored, handled, transferred,
      disposed, recycled, or received.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                There
      are no Hazardous Materials present on or in the Environment at
      the  Facilities or at any geologically or hydrologically
      adjoining property, including any Hazardous Materials contained in
      barrels, above or underground storage tanks, landfills, land deposits,
      dumps, equipment (whether moveable or fixed) or other containers, either
      temporary or permanent, and deposited or located in land, water, sumps, or
      any other part of the Facilities or such adjoining property, or
      incorporated into any structure therein or thereon. The Company has not
      permitted or conducted, or is aware of, any Hazardous Activity conducted
      with respect to the Facilities or any other properties or assets (whether
      real, personal,

              


      

      or mixed)
in which the Company has or had an interest except in full compliance with all
applicable Environmental Laws.

       

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      
 

      
        	
                 
      

              	
                (e)

              	
                There
      has been no Release or, to the Knowledge of the Company, Threat of
      Release, of any Hazardous Materials at or from the Facilities or at any
      other locations where any Hazardous Materials were generated,
      manufactured, refined, transferred, produced, imported, used, or processed
      from or by the Facilities, or from or by any other properties and assets
      (whether real, personal, or mixed) in which the Company has or had an
      interest, or to the Knowledge of the Company, any geologically or
      hydrologically adjoining property, whether by the Company, or any other
      Person.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Sellers
      have delivered to Buyer true and complete copies and results of any
      reports, studies, analyses, tests, or monitoring possessed or initiated by
      Sellers or the Company pertaining to Hazardous Materials or Hazardous
      Activities in, on, or under the Facilities, or concerning compliance by
      Sellers, the Company, or any other Person for whose conduct they are or
      may be held responsible, with Environmental
  Laws.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      Sellers and the Company have delivered to the Buyer every material
      document relevant to the Company's current or potential future
      Environmental Liabilities.

              


      

      


      3.16           DISCLOSURE

      


      
        	
                 
      

              	
                (a)

              	
                No
      representation or warranty of Sellers in this Agreement and no statement
      in the Disclosure Letter omits to state a material fact necessary to make
      the statements herein or therein, in light of the circumstances in which
      they were made, not misleading.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      notice given pursuant to Section 5.5 will contain any untrue
      statement or omit to state a material fact necessary to make the
      statements therein or in this Agreement, in light of the circumstances in
      which they were made, not
misleading.

              


      

      


      3.17           BROKERS
OR FINDERS

      


      Sellers
and their agents have incurred no obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement.

      


      4.           REPRESENTATIONS
AND WARRANTIES OF BUYER

      


      Buyer
represents and warrants to Sellers as of the date of this Agreement and as of
the Closing Date as follows:

      



      
        
          
             

          

           


        

        
          16

          
            

          

        

        
           


        

      


      4.1           ORGANIZATION
AND GOOD STANDING

      


      Buyer is
a corporation duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Pennsylvania.

      


      4.2           AUTHORITY;
NO CONFLICT

      


      
        	
                 
      

              	
                (a)

              	
                This
      Agreement constitutes the legal, valid, and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms. This Agreement
      constitutes the legal, valid, and binding obligations of Buyer,
      enforceable against Buyer in accordance with its terms.  Buyer
      has the absolute and unrestricted right, power, and authority to execute
      and deliver this Agreement and to perform its obligations under this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Neither
      the execution and delivery of this Agreement by Buyer nor the consummation
      or performance of any of the Contemplated Transactions by Buyer will give
      any Person the right to prevent, delay, or otherwise interfere with any of
      the Contemplated Transactions pursuant
to:

              


      

      


      (i)           any
provision of Buyer's Organizational Documents;

      


      
        	
                 
      

              	
                (ii)

              	
                any
      resolution adopted by the board of directors of
  Buyer;

              


      

      


      (iii)           any
Legal Requirement to which Buyer may be subject; or

      


      (iv)           any
Contract to which Buyer is a party or by which Buyer may be bound.

      


      Buyer is
not and will not be required to obtain any Consent from any Person in connection
with the execution and delivery of this Agreement or the consummation or
performance of any of the Contemplated Transactions.

      


      4.3           INVESTMENT
INTENT

      


      Buyer is
acquiring the Shares for its own account and not with a view to their
distribution within the meaning of Section 2(11) of the Securities
Act.

      


      4.4           CERTAIN
PROCEEDINGS

      


      There is
no pending Proceeding that has been commenced against Buyer and that challenges,
or may have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the Contemplated Transactions. To Buyer's Knowledge, no
such Proceeding has been Threatened.

      


      4.5           BROKERS
OR FINDERS

      


      Buyer and
its officers and agents have incurred no obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement.


      
        
          
             

          

           


        

        
          17

          
            

          

        

        
           


        

      


      


      5.           COVENANTS
OF SELLERS PRIOR TO CLOSING DATE

      


      5.1           ACCESS
AND INVESTIGATION

      


      Between
the date of this Agreement and the Closing Date, Sellers will, and will cause
the Company and its Representatives to, (a) afford Buyer and its Representatives
and full and free access to the Company's personnel, properties (including
subsurface testing), contracts, books and records, and other documents and data,
(b) furnish Buyer and Buyer's Representatives with copies of all such contracts,
books and records, and other existing documents and data as Buyer may reasonably
request, and (c) furnish Buyer and Buyer's Representatives with such additional
financial, operating, and other data and information as Buyer may reasonably
request.

      


      5.2           OPERATION
OF THE BUSINESSES OF THE COMPANY

      


      Except as
specified in Section 5.8 hereof, between the date of this Agreement and the
Closing Date, Sellers will, and will cause the Company to:

      


      
        	
                 
      

              	
                (a)

              	
                conduct
      the business of the Company only in the Ordinary Course of
      Business;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                use
      their best efforts to preserve intact the Company and the Company's
      assets;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                confer
      with Buyer concerning and changes in the Company's assets or the conduct
      of the Company's business; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                otherwise
      continuously inform the  Buyer concerning the status of the
      Company's assets, and its business.

              


      

      


      5.3           NEGATIVE
COVENANT

      


      Except as
otherwise expressly permitted by this Agreement, between the date of this
Agreement and the Closing Date, Sellers will not, and will cause the Company not
to, without the prior consent of Buyer, take any affirmative action, or fail to
take any reasonable action within their or its control, which changes the
business or assets of the Company.

      


      5.4           REQUIRED
APPROVALS

      


      As
promptly as practicable after the date of this Agreement, Sellers will, and will
cause the Company to, make all filings (if any) required by Legal Requirements
to be made by them in order to consummate the Contemplated
Transactions.  Between the date of this Agreement and the Closing
Date, Sellers will, and will cause the Company to cooperate with Buyer with
respect to all filings that Buyer elects to make or is required by Legal
Requirements to make in connection with the Contemplated
Transactions.

      


      5.5           NOTIFICATION

      


      Between
the date of this Agreement and the Closing Date, each Seller will promptly
notify Buyer in writing if such Seller or the Company becomes aware of any fact
or condition that causes or constitutes a Breach of any of Sellers'
representations and warranties as of the date of this Agreement, or if such
Seller or the Company becomes aware of the occurrence after the date of this
Agreement of any fact or condition that would (except as expressly contemplated
by this Agreement) cause or constitute a Breach of any such representation or
warranty had such representation or warranty been made as of the time of
occurrence or discovery of such fact or condition. Should any such fact or
condition require any change in the Disclosure Letter if the Disclosure Letter
were dated the date of the occurrence or discovery of any such fact or
condition, Sellers will promptly deliver to Buyer a supplement to the Disclosure
Letter specifying such change. During the same period, each Seller will promptly
notify Buyer of the occurrence of any Breach of any covenant of Sellers in this
Section 5 or of the occurrence of any event that may make the satisfaction of
the conditions in Section 7 impossible or unlikely.

       

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      5.6           NO
NEGOTIATION

      


      Until
such time, if any, as this Agreement is terminated pursuant to Section 9,
Sellers will not, and will cause the Company and each of their Representatives
not to, directly or indirectly solicit, initiate, or encourage any inquiries or
proposals from, discuss or negotiate with, provide any non-public information
to, or consider the merits of any unsolicited inquiries or proposals from, any
Person (other than Buyer) relating to any transaction involving the sale of the
business or assets of the Company, or any of the capital stock of the Company,
or any merger, consolidation, business combination, or similar transaction
involving the Company.

      


      5.7           BEST
EFFORTS

      


      Between
the date of this Agreement and the Closing Date, Sellers will use their best
efforts to cause the conditions in Sections 7 and 8 to be
satisfied.

      


      5.8           DISPOSITION
OF UNITY TOWNSHIP PROPERTY

      


      At least
ten (ten) days prior to the Closing Date, the Sellers shall cause the Company to
dispose of its Unity Township Property, so that the Company shall have no
interest in such Unity Township Property at the Closing Date.  All
Taxes and other expenses, liabilities, claims or potential claims that in any
way relate to, directly or indirectly, the Company's ownership, management
and/or disposition of the Unity Township Property shall be paid by the Company
before the Closing Date, or shall be adequately provided for by the Company
and/or the Shareholders (to the satisfaction of the Buyer, in its discretion)
prior to the Closing Date.

      


      6.           COVENANTS
OF BUYER PRIOR TO CLOSING DATE

      


      6.1           APPROVALS
OF GOVERNMENTAL BODIES

      


      As
promptly as practicable after the date of this Agreement, Buyer will make all
filings required by Legal Requirements to be made by them to consummate the
Contemplated Transactions (if any).  Between the date of this
Agreement and the Closing Date, Buyer will cooperate with Sellers with respect
to all filings that Sellers are required by Legal Requirements to make in
connection with the Contemplated Transactions (if any), and (ii) cooperate with
Sellers in obtaining all consents (if any) described in Section 4.2 hereof;
provided that this Agreement will not require Buyer to dispose of or make any
change in any portion of its business or to incur any other burden to obtain a
Governmental Authorization.

      



      
        
          
             

          

           


        

        
          19

          
            

          

        

        
           


        

      


      6.2           BEST
EFFORTS

      


      Except as
set forth in the proviso to Section 6.1, between the date of this Agreement and
the Closing Date, Buyer will use its best efforts to cause the conditions in
Sections 7 and 8 to be satisfied.

      


      7.           CONDITIONS
PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

      


      Buyer's
obligation to purchase the Shares and to take the other actions required to be
taken by Buyer at the Closing is subject to the satisfaction, at or prior to the
Closing, of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):

      


      7.1           ACCURACY
OF REPRESENTATIONS

      


      Sellers'
representations and warranties in this Agreement must have been accurate in all
material respects as of the date of this Agreement, and must be accurate in all
material respects as of the Closing Date as if made on the Closing Date, without
giving effect to any supplement to the Disclosure Letter.

      


      7.2           SELLERS'
PERFORMANCE

      


      
        	
                 
      

              	
                (a)

              	
                All
      of the covenants and obligations that Sellers are required to perform or
      to comply with pursuant to this Agreement at or prior to the Closing
      (considered collectively), and each of these covenants and obligations
      (considered individually), must have been duly performed and complied with
      in all material respects.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      certificate required to be delivered pursuant to Section 2.4 must
      have been delivered, and each of the other covenants and obligations in
      Sections 5.4 and 5.8 must have been performed and complied with
      in all respects.

              


      

      


      7.3           PRE-CLOSING
TAXES

      


      (a)           Sellers
shall have delivered to Buyer its estimate of Pre-Closing Taxes;

      


      (b)           Sellers
and Buyer shall have jointly determined an estimated amount of Pre-Closing
Taxes, in accordance with Section 2.5; and

      


      (c)           Sellers
shall have caused the Tax Account to be fully funded in accordance with Section
2.5.

      


      7.4           ADDITIONAL
DOCUMENTS

      


      There
must have been delivered to the Buyer the Tax Opinion, the Escrow Agreement,
each duly executed, and such other documents as Buyer may reasonably request for
the purpose of (i) evidencing the accuracy of any of Sellers' representations
and warranties, (ii) evidencing the performance by the Sellers of, or the
compliance by each Seller with, any covenant or obligation required to be
performed or complied with by such Seller, (iv) evidencing the satisfaction
of any condition referred to in this Section 7, or (v) otherwise
facilitating the consummation or performance of any of the Contemplated
Transactions.

       

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

      
 

      7.5           NO
PROCEEDINGS

      


      Since the
date of this Agreement, there must not have been commenced or Threatened against
Buyer, or against any Person affiliated with Buyer, any Proceeding
(a) involving any

      challenge
to, or seeking damages or other relief in connection with, any of the
Contemplated Transactions.

      


      7.6           NO
CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS

      


      There
must not have been made or Threatened by any Person any claim asserting that
such Person (a) is the holder or the beneficial owner of, or has the right
to acquire or to obtain beneficial ownership of, any stock of, or any other
voting, equity, or ownership interest in, the Company, or (b) is entitled
to all or any portion of the Purchase Price payable for the Shares.

      


      7.7           NO
PROHIBITION

      


      Neither
the consummation nor the performance of any of the Contemplated Transactions
will, directly or indirectly (with or without notice or lapse of time),
materially contravene, or conflict with, or result in a material violation of,
or cause Buyer or any Person affiliated with Buyer to suffer any material
adverse consequence under, (a) any applicable Legal Requirement or Order,
or (b) any Legal Requirement or Order.

      


      7.8           DUE
DILIGENCE

      


      The Buyer
shall have completed its due diligence investigation and shall have found
nothing which, in its discretion, would materially adversely affect the Company
or materially diminish the benefit to the Buyer of the purchase of the
Shares.

      


      8.           CONDITIONS
PRECEDENT TO SELLERS'  OBLIGATION TO CLOSE

      


      Sellers'
obligation to sell the Shares and to take the other actions required to be taken
by Sellers at the Closing is subject to the satisfaction, at or prior to the
Closing, of each of the following conditions (any of which may be waived by
Sellers, in whole or in part):

      


      8.1           ACCURACY
OF REPRESENTATIONS

      


      All of
Buyer's representations and warranties in this Agreement must have been accurate
in all material respects as of the date of this Agreement and must be accurate
in all material respects as of the Closing Date as if made on the Closing
Date.

      


      8.2           BUYER'S
PERFORMANCE

      


      
        	
                 
      

              	
                (a)

              	
                All
      of the covenants and obligations that Buyer is required to perform or to
      comply with pursuant to this Agreement at or prior to the Closing must
      have been performed and complied with in all material
      respects.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Buyer
      must have made the payments required to be made by Buyer pursuant to
      Section 2.4.

              


      

       

       

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      8.3           ADDITIONAL
DOCUMENTS

      


      Buyer
must have caused to be delivered the Escrow Agreement, duly executed, and such
other documents as Sellers may reasonably request for the purpose of
(i) evidencing the accuracy of any representation or warranty of Buyer,
(iii) evidencing the performance by Buyer of, or the compliance by Buyer
with, any covenant or obligation required to be performed or complied with by
Buyer, (ii) evidencing the satisfaction of any condition referred to in
this Section 8, or (v) otherwise facilitating the consummation of any
of the Contemplated Transactions.

      


      8.5           NO
INJUNCTION

      


      There
must not be in effect any Legal Requirement or any injunction or other Order
that (a) prohibits the sale of the Shares by Sellers to Buyer, and
(b) has been adopted or issued, or has otherwise become effective, since
the date of this Agreement.

      


      9.           TERMINATION

      


      9.1           TERMINATION
EVENTS

      


      This
Agreement may, by notice given prior to or at the Closing, be
terminated:

      


      
        	
                 
      

              	
                (a)

              	
                by
      either Buyer or Sellers if a material Breach of any provision of this
      Agreement has been committed by the other party and such Breach has not
      been waived;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                (i)
      by Buyer if any of the conditions in Section 7 has not been satisfied as
      of the Closing Date or if satisfaction of such a condition is or becomes
      impossible (other than through the failure of Buyer to comply with its
      obligations under this Agreement) and Buyer has not waived such condition
      on or before the Closing Date; or (ii) by Sellers, if any of the
      conditions in Section 8 has not been satisfied of the Closing Date or if
      satisfaction of such a condition is or becomes impossible (other than
      through the failure of Sellers to comply with their obligations under this
      Agreement) and Sellers have not waived such condition on or before the
      Closing Date;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                by
      mutual consent of Buyer and Sellers;
or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                by
      either Buyer or Sellers if the Closing has not occurred (other than
      through the failure of any party seeking to terminate this Agreement to
      comply fully with its obligations under this Agreement) on or before April
      30, 2008, or such later date as the parties may agree
  upon.

              


      

      


      9.2           EFFECT
OF TERMINATION

      


      Each
party's right of termination under Section 9.1 is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of a
right of termination will not be an election of remedies. If this Agreement is
terminated pursuant to Section 9.1, all further obligations of the parties
under this Agreement will terminate, except that the obligations in Sections
11.1 and 11.3 will survive; provided, however, that if this Agreement is
terminated by a party because of the Breach of the Agreement by the other party
or because one or more of the conditions to the terminating party's obligations
under this Agreement is not satisfied as a result of the other party's failure
to comply with its obligations under this Agreement, the terminating party's
right to pursue all legal remedies will survive such termination
unimpaired.

       

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      
 

      10.           INDEMNIFICATION;
REMEDIES

      


      10.1           SURVIVAL;
RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE

      


      All
representations, warranties, covenants, and obligations in this Agreement, the
Disclosure Letter, the supplements to the Disclosure Letter, the certificate
delivered pursuant to Section 2.4(a)(ii), and any other certificate or document
delivered pursuant to this Agreement will survive the Closing. The right to
indemnification, payment of Damages or other remedy based on such
representations, warranties, covenants, and obligations will not be affected by
any investigation of the Buyer, with respect to the accuracy or inaccuracy of or
compliance with, any such representation, warranty, covenant, or obligation. The
waiver of any condition based on the accuracy of any representation or warranty,
or on the performance of or compliance with any covenant or obligation, will not
affect the right to indemnification, payment of Damages, or other remedy based
on such representations, warranties, covenants, and obligations.

      


      10.2           INDEMNIFICATION
AND PAYMENT OF DAMAGES BY SELLERS

      


      Sellers,
jointly and severally, will indemnify and hold harmless Buyer, the Company, and
their respective Representatives, stockholders, controlling persons, and
affiliates (collectively, the "Indemnified Persons") for, and will pay to the
Indemnified Persons the amount of, any loss, liability, claim, damage (including
incidental and consequential damages), expense (including costs of
investigation, Tax audits and defense and reasonable attorneys' and accountants'
fees and costs) or diminution of value, whether or not involving a third-party
claim (collectively, "Damages"), arising, directly or indirectly, from or in
connection with:

      


      
        	
                 
      

              	
                (a)

              	
                any
      Breach of any representation or warranty made by Sellers in this
      Agreement, the Disclosure Letter, the supplements to the Disclosure
      Letter, or any other certificate or document delivered by Sellers pursuant
      to this Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      Breach of any representation or warranty made by Sellers in this Agreement
      as if such representation or warranty were made on and as of the Closing
      Date without giving effect to any supplement to the Disclosure Letter,
      other than any such Breach that is disclosed in a supplement to the
      Disclosure Letter and is expressly identified in the certificate delivered
      pursuant to Section 2.4(a)(ii) as having caused the condition specified in
      Section 7.1 not to be satisfied;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      Breach by any Seller of any covenant or obligation of such Seller in this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                any
      Damages suffered by the Indemnified Persons that relate to the Sellers'
      ownership, transactions, operations, or management of the Company prior to
      the Closing, including but not limited to any Pre-Closing Taxes and any
      Taxes and other costs related to Sellers' and the Company's disposition of
      the Unity Township Property as provided in Section 5.8 hereof and its
      disposition of any other assets disposed of prior to the Closing
      Date;

              


      

       

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      
 

      
        	
                 
      

              	
                (e)

              	
                any
      claim by any Person for brokerage or finder's fees or commissions or
      similar payments based upon any agreement or understanding alleged to have
      been made by any such Person with any Seller or the Company (or any Person
      acting on their behalf) in connection with any of the Contemplated
      Transactions.

              


      

      


      The
remedies provided in this Section 10.2 will not be exclusive of or limit any
other remedies that may be available to Buyer or the other Indemnified
Persons.

      


      10.3           INDEMNIFICATION
AND PAYMENT OF DAMAGES BY SELLERS--    ENVIRONMENTAL
MATTERS

      


      In
addition to the provisions of Section 10.2, Sellers, jointly and severally, will
indemnify and hold harmless Buyer, the Company, and the other Indemnified
Persons for, and will pay to Buyer, the Company, and the other Indemnified
Persons the amount of, any Damages (including costs of cleanup, containment, or
other remediation) arising, directly or indirectly, from or in connection
with:

      


      
        	
                 
      

              	
                (a)

              	
                any
      Environmental Liabilities arising out of or relating to: (i) (A) the
      ownership, operation, or condition at any time on or prior to the Closing
      Date of the Facilities or any other properties and assets (whether real,
      personal, or mixed and whether tangible or intangible) in which Sellers or
      the Company has or had an interest, or (B) any Hazardous Materials or
      other contaminants that were present on the Facilities or such other
      properties and assets at any time on or prior to the Closing Date; or (ii)
      (A) any Hazardous Materials or other contaminants, wherever located, that
      were, or were allegedly, generated, transported, stored, treated,
      Released, or otherwise handled by Sellers or the Company or by any other
      Person for whose conduct they are or may be held responsible at any time
      on or prior to the Closing Date, or (B) any Hazardous Activities that
      were, or were allegedly, conducted by Sellers or the Company or by any
      other Person for whose conduct they are or may be held responsible;
      or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any
      bodily injury (including illness, disability, and death, and regardless of
      when any such bodily injury occurred, was incurred, or manifested itself),
      personal injury, property damage (including trespass, nuisance, wrongful
      eviction, and deprivation of the use of real property), or other damage of
      or to any Person, for whose conduct they are or may be held responsible,
      in any way arising from or allegedly arising from any Hazardous Activity
      conducted or allegedly conducted with respect to the Facilities or the
      operation of the Company prior to the Closing Date, or from Hazardous
      Material that was (i) present or suspected to be present on or before the
      Closing Date on or at the Facilities (or present or suspected to be
      present on any other property, if such Hazardous Material emanated or
      allegedly emanated from any of the Facilities and was present or suspected
      to be present on any of the Facilities on or prior to the Closing Date) or
      (ii) Released or allegedly Released by Sellers or the Company or any other
      Person for whose conduct they are or may be held responsible, at any time
      on or prior to the Closing Date.

              


      

      


      Buyer
will be entitled to control any Cleanup, any related Proceeding, and, except as
provided in the following sentence, any other Proceeding with respect to which
indemnity may


      
        
          
             

          

           


        

        
          24

          
            

          

        

        
           


        

      


      be sought
under this Section 10.3. The procedure described in Section 10.6 will apply to
any claim solely for monetary damages relating to a matter covered by this
Section 10.3.

      


      10.4           INDEMNIFICATION
AND PAYMENT OF DAMAGES BY BUYER

      


      Buyer
will indemnify and hold harmless Sellers, and will pay to Sellers the amount of
any Damages arising, directly or indirectly, from or in connection with (a) any
Breach of any representation or warranty made by Buyer in this Agreement or in
any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by
Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim
by any Person for brokerage or finder's fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by such
Person with Buyer (or any Person acting on its behalf) in connection with any of
the Contemplated Transactions.

      


      10.5           ESCROW

      


      Buyer may
give notice of a Claim under the Escrow Agreement for the amount of any Damages
required to be paid by Sellers under Sections 10.2 and 10.3, above. Neither the
exercise of nor the failure to exercise such right to give a notice of a Claim
under the Escrow Agreement will constitute an election of remedies or limit
Buyer in any manner in the enforcement of any other remedies that may be
available to it.

      


      10.6           PROCEDURE
FOR INDEMNIFICATION--THIRD PARTY CLAIMS

      


      
        	
                 
      

              	
                (a)

              	
                Promptly
      after receipt by an indemnified party under Section 10.2, 10.4, or (to the
      extent provided in the last sentence of Section 10.3) Section 10.3 of
      notice of the commencement of any Proceeding against it, such indemnified
      party will, if a claim is to be made against an indemnifying party under
      such Section, give notice to the indemnifying party of the commencement of
      such claim, but the failure to notify the indemnifying party will not
      relieve the indemnifying party of any liability that it may have to any
      indemnified party, except to the extent that the indemnifying party
      demonstrates that the defense of such action is prejudiced by the
      indemnifying party's failure to give such
  notice.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      any Proceeding referred to in Section 10.6(a) is brought against an
      indemnified party and it gives notice to the indemnifying party of the
      commencement of such Proceeding, the indemnifying party will, unless the
      claim involves Taxes, be entitled to participate in such Proceeding and,
      to the extent that it wishes (unless (i) the indemnifying party is also a
      party to such Proceeding and the indemnified party determines in good
      faith that joint representation would be inappropriate, or (ii) the
      indemnifying party fails to provide reasonable assurance to the
      indemnified party of its financial capacity to defend such Proceeding and
      provide indemnification with respect to such Proceeding), to assume the
      defense of such Proceeding with counsel satisfactory to the indemnified
      party and, after notice from the indemnifying party to the indemnified
      party of its election to assume the defense of such Proceeding, the
      indemnifying party will not, as long as it diligently conducts such
      defense, be liable to the indemnified party under this Section 10 for any
      fees of other counsel or any other expenses with respect to the defense of
      such Proceeding, in each case subsequently incurred by the indemnified
      party in connection with the defense of such Proceeding, other than
      reasonable costs of investigation. If the indemnifying party assumes the
      defense of a Proceeding, (i) it will be conclusively established for
      purposes of this Agreement that the claims made in that Proceeding are
      within the scope of and subject to indemnification; (ii) no compromise or
      settlement of such claims  may be effected by the indemnifying
      party without the indemnified party's consent unless (A) there is no
      finding or admission of any violation of Legal Requirements or any
      violation of the rights of any Person and no effect on any other claims
      that may be made against the indemnified party, and (B) the sole relief
      provided is monetary damages that are paid in full by the indemnifying
      party; and (iii) the indemnified party will have no liability with respect
      to any compromise or settlement of such claims effected without its
      consent. If notice is given to an indemnifying party of the commencement
      of any Proceeding and the indemnifying party does not, within ten days
      after the indemnified party's notice is given, give notice to the
      indemnified party of its election to assume the defense of such
      Proceeding, the indemnifying party will be bound by any determination made
      in such Proceeding or any compromise or settlement effected by the
      indemnified party.

              


      

       

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      
 

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      the foregoing, if an indemnified party determines in good faith that there
      is a reasonable probability that a Proceeding may adversely affect it or
      its affiliates other than as a result of monetary damages for which it
      would be entitled to indemnification under this Agreement, the indemnified
      party may, by notice to the indemnifying party, assume the exclusive right
      to defend, compromise, or settle such Proceeding, but the indemnifying
      party will not be bound by any determination of a Proceeding so defended
      or any compromise or settlement effected without its consent (which may
      not be unreasonably withheld).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Sellers
      hereby consent to the non-exclusive jurisdiction of any court in which a
      Proceeding is brought against any Indemnified Person for purposes of any
      claim that an Indemnified Person may have under this Agreement with
      respect to such Proceeding or the matters alleged therein, and agree that
      process may be served on Sellers with respect to such a claim anywhere in
      the world.

              


      

      


      10.7           PROCEDURE
FOR INDEMNIFICATION--OTHER CLAIMS

      


      A claim
for indemnification for any matter not involving a third-party claim may be
asserted by notice to the party from whom indemnification is
sought.

      


      10.8           BUYER'S
COVENANT TO PRESERVE COMPANY

      


      Buyer
covenants and agrees that it will continue to hold the Shares and will not
liquidate or merge the Company for a period of at least five (5) years from and
after the Closing Date.

      


      11.           GENERAL
PROVISIONS

      


      11.1           EXPENSES

      


      Except as
otherwise expressly provided in this Agreement, each party to this Agreement
will bear its own expenses incurred in connection with the preparation,
execution, and performance of this Agreement and the Contemplated
Transactions.  In the event of termination of this Agreement, the
obligation of each party to pay its own expenses will be subject to any rights
of such party arising from a breach of this Agreement by another
party.

      


       

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      
 

      11.2           PUBLIC
ANNOUNCEMENTS

      


      Any
public announcement or similar publicity with respect to this Agreement or the
Contemplated Transactions will be issued, if at all, at such time and in such
manner as Buyer determines. Unless consented to by Buyer in advance or required
by Legal Requirements, prior to the Closing Sellers shall, and shall cause the
Company to, keep this Agreement strictly confidential and may not make any
disclosure of this Agreement to any Person.

      


      11.3           CONFIDENTIALITY

      


      Between
the date of this Agreement and the Closing Date, Buyer and Sellers will maintain
in confidence, and will cause the directors, officers, employees, agents, and
advisors of Buyer and the Company to maintain in confidence, any written, oral,
or other information obtained in confidence from another party or the Company in
connection with this Agreement or the Contemplated Transactions, unless (a) such
information is already known to others not bound by a duty of confidentiality or
such information becomes publicly available through no fault of such party, (b)
the use of such information is necessary or appropriate in making any filing or
obtaining any consent or approval required for the consummation of the
Contemplated Transactions, or (c) the furnishing or use of such information is
required by legal proceedings.

      


      If the
Contemplated Transactions are not consummated, each party will return or destroy
as much of such written information as the other party may reasonably
request.

      


      11.4           NOTICES

      


      All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) mailed by registered mail,
return receipt requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), in each
case to the appropriate addresses set forth below (or to such other addresses as
a party may designate by notice to the other parties):

      


      Sellers:

      


      Attention:                                Anthony
Picadio

      


      Address:                                Picadio
Sneath Miller & Norton, PC

      US Steel Tower

      Pittsburgh, PA 15219

      


      with a
copy
to:                                           Richard
Rose

      Buchanan Ingersoll & Rooney,
PC

      One Oxford Centre

      301 Grant Street, 20th
Floor

      Pittsburgh, PA 15219

       

       

      
 

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

      


      Buyer:

      


      Attention:                                George
Welty

      


      Address:                                           Commercial
National Financial Corporation

      900 Ligonier Street

      Latrobe,
PA  15650

      


      with a
copy
to:                                Tucker
Arensberg, P.C.

      


      Attention:                                William
T. Harvey, Esquire

      


      Address:                                           1500
One PPG Place

      Pittsburgh, PA 15222

      


      11.5           JURISDICTION;
SERVICE OF PROCESS

      


      Any
action or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement may be brought against any of the parties in the
courts of the Commonwealth of Pennsylvania, County of Westmoreland, or, if it
has or can acquire jurisdiction, in the United States District Court for the
Western District of Pennsylvania, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

      


      11.6           FURTHER
ASSURANCES

      


      The
parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents,
and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.

      


      11.7           WAIVER

      


      The
rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this
Agreement or the documents referred to in this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of  the
claim or right unless in writing signed by the other party; (b) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on one party will be
deemed to be a waiver of any obligation of such party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.

       

       

      
 

      
        
           

        

        
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      11.8           ENTIRE
AGREEMENT AND MODIFICATION

      


      This
Agreement supersedes all prior agreements between the parties with respect to
its subject matter and constitutes a complete and exclusive statement of the
terms of the agreement between the parties with respect to its subject matter.
This Agreement may not be amended except by a written agreement executed by the
party to be charged with the amendment.

      


      11.9           DISCLOSURE
LETTER

      


      
        	
                 
      

              	
                (a)

              	
                The
      disclosures in the Disclosure Letter, and those in any Supplement thereto,
      must relate only to the representations and warranties in the Section of
      the Agreement to which they expressly relate and not to any other
      representation or warranty in this
Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In
      the event of any inconsistency between the statements in the body of this
      Agreement and those in the Disclosure Letter (other than an exception
      expressly set forth as such in the Disclosure Letter with respect to a
      specifically identified

              


      

      
        	
                 
      

              	
                representation
      or warranty), the statements in the body of this Agreement will
      control.

              


      

      


      11.10                      ASSIGNMENTS,
SUCCESSORS, AND NO THIRD-PARTY RIGHTS

      


      Neither
party may assign any of its rights under this Agreement without the prior
consent of the other parties.  Subject to the preceding sentence, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the parties. Nothing
expressed or referred to in this Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable right, remedy,
or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.

      


      11.11                      SEVERABILITY

      


      If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

      


      11.12                      SECTION
HEADINGS, CONSTRUCTION

      


      The
headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

       

       

       

      
        
           

        

        
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      11.13                      TIME
OF ESSENCE

      


      With
regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.

      


      11.14                      GOVERNING
LAW

      


      This
Agreement will be governed by the laws of the Commonwealth of Pennsylvania
without regard to conflicts of laws principles.

      


      11.15                      COUNTERPARTS

      


      This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.

      


      


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OF PAGE INTENTIONALLY LEFT BLANK]

       

       

       

       

       

      
        
           

        

        
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      IN WITNESS WHEREOF, the parties have
executed and delivered this Agreement as of the date first written
above.

      


      Buyer:

      


      Commercial
National Financial
Corporation                                                                                                                     Sellers:

      


      By:                                                                __________________________

      Louis A. Steiner

      


      __________________________

      Barbara S. Steiner

      


      __________________________

      Sarah S. Shirey

      


      __________________________

      Barbara S. Holmes

      


      __________________________

      Louis T. Steiner

      


      __________________________

      Dorothy S. Hunter

      


      __________________________

      Commercial Bank & Trust of
PA,

      Trustee of the Grant E.
Hunter

      Credit Shelter Trust under
Will

      


      __________________________

      Gregg E. Hunter

      


      __________________________

      Grant W. Hunter

      


      



      
        
          
             

          

           


        

        
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