ex10-10.htm


    Exhibit
10.10

    


    


    


    GATEWAY
PARTNERSHIP,
LLC:                                                                LANDLORD

    


    


    TO

    


    


    NEW
CENTURY
BANK:                                                      TENANT

    


    


    LEASE

    


    


    SPACE:

    


    15,298
SQUARE FEET IN THE GATEWAY BUILDING

    


    


    


    100
FRENCH CREEK PARKWAY, PHOENIXVILLE, PA 19460

    


    


    TERM:

    


    


    


    
      	
              FROM:
      APRIL 1, 2007

            	
              TO:
      MARCH 31, 2022

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

    LEASE

    


    THIS IS A LEASE AGREEMENT ("Lease")
dated January 5, 2007.

    


    The parties are GATEWAY PARTNERSHIP, LLC, 100
French Creek Parkway, Phoenixville, Pennsylvania 19460, ("Landlord") and NEW CENTURY BANK
("Tenant").

    


    The terms of this Lease
are:

    


    1.  TERM: 
Landlord hereby leases to Tenant for use only as a lawful and respectable office
for the purpose of banking and other financial services operations, the floor
area ("Leased Space") shown in the attached Exhibit "A" in the building known as
“The Gateway Building” ("Building") erected by Landlord at 100 French Creek
Parkway, Phoenixville, Pennsylvania 19460 (the “Land”).  The initial
term of this Lease is fifteen (15) years and zero (0) months to commence on
April 1, 2007 (the “Initial Term”).  Tenant shall have two (2) options
to extend the term of this Lease as set forth on Exhibit “E” attached hereto and
made part hereof.

    


     

    2.  OCCUPANCY
AND RENTAL PAYMENT COMMENCEMENT: Rental payment shall
commence April 1, 2007, provided that: Landlord completes construction of the
office improvements as described in paragraph 6 (COMPLETION OF IMPROVEMENTS) and
receives a Certificate of Occupancy from the Borough of Phoenixville on or
before April 15, 2007.

     

     

    Should
Landlord not complete construction and receive the above stated Certificate of
Occupancy on or before April 15, 2007, then Tenant’s rental payment shall
commence on the date the above stated Certificate of Occupancy is
issued.

     

    


    3.  RENT: 
Total base rent for the term of this Lease is Five Million Six Hundred Fifty
Nine Thousand One Hundred Forty-Six and 00/100 Dollars
($5,659,146.00).  The monthly base rent ("Rent") is as shown
below:

    


    
      	
              Year

            	
              Monthly Base Rental

            
	 
      	 
      
	
              1

            	
              $28,084.50

            
	
              2

            	
              $28,403.21

            
	
              3

            	
              $28,721.92

            
	
              4

            	
              $29,040.63

            
	
              5

            	
              $29,359.33

            
	
              6

            	
              $29,996.75

            
	
              7

            	
              $30,634.17

            
	
              8

            	
              $31,271.58

            
	
              9

            	
              $31,909.00

            
	
              10

            	
              $32,546.42

            
	
              11

            	
              $33,529.18

            


       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       

       

      	
              12

            	
              $34,524.70

            
	
              13

            	
              $34,524.70

            
	
              14

            	
              $34,524.70

            
	
              15

            	
              $34,524.70

            


    

    


    


    prorated
for any partial calendar month of occupancy, payable in advance without prior
notice or demand and without any set-off or deduction on the first day of each
calendar month at Landlord's principal office, or at such other place as
Landlord may direct.  Monthly Rent payment will commence on April 1,
2007, or when occupancy is given by Landlord to Tenant, whichever is
later.

    


    Landlord represents and warrants to
Tenant that the Leased Space consists of 15,298 rentable square feet, consisting
of 7,420 square feet on the first floor and 7,878 square feet on the second
floor.

    


    4.  SECURITY
DEPOSIT:

    


    (a)           As
security for the faithful performance by Tenant of all of the terms and
conditions upon Tenant's part to be performed and for the payment of any damages
to which Landlord may be entitled in the event of default by Tenant hereunder,
Tenant has this day deposited with Landlord the sum of Twenty Eight Thousand
Eighty Five and 00/100 Dollars ($28,084.50) (the "Security Deposit") which shall
be applied to the first month’s rental. Should Tenant fail to occupy the Leased
Space and Landlord fulfills its obligations per Paragraph 2 above, Landlord may
retain said Security Deposit.

     

    5.  ARCHITECTURAL
FEES: New Century
Bank has contracted directly with VPA to complete the required A & E
Construction Documents upon the full execution of the Letter of Intent dated
December 11, 2006.

     

    6.  COMPLETION
OF IMPROVEMENTS; REGULATORY APPROVAL; SPECIAL BANKING
EQUIPMENT:

     

    (a)
Landlord will construct, in accordance with the attached plans prepared by Van
Potteiger (“VPA”) with specifications noted by Landlord, at Landlord’s cost, all
office improvements, excepting the Mini-Branch area. The Mini-Branch area will
be constructed solely at Tenant’s cost and will be bid out by Tenant (or VPA)
separately to contractors, including Landlord. Landlord will be given the
opportunity by Tenant to match the low bid and be awarded the contract to
construct the Mini-Branch area. In addition, Tenant is responsible for the cost
and installation of the back up generator and any and all other specific or
specialty tenant required design elements which will be for use by Tenant.
Landlord will use building
standard materials to construct the aforementioned office improvements,
except the executive area as shown on the attached plans.

     

     

     

    
      
        
        

      

      
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    (b) If
Landlord shall be unable to give possession of the Leased Space on or before
April 1, 2007 by reason of the fact that improvements or alterations shall not
have been sufficiently completed to make the Leased Space ready for occupancy or
for any other similar or dissimilar reason, the monthly rental reserved and
covenanted to be paid herein shall not commence until the possession of the
Leased Space is given or the Leased Space is available for occupancy by Tenant,
and no such failure to give possession on the date of commencement of the term
shall in any way affect the validity of this Lease or the obligations of Tenant
hereunder, nor shall same be construed in any way to extend the term of this
Lease.  If permission is given to Tenant to enter into possession of
the Leased Space prior to April 1, 2007, Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this Lease, except as to the covenant to pay annual
rental.  In such case such annual rental shall commence as specified
in this Lease.  If Landlord shall fail to give Tenant possession of
all the Leased Space on or before July 1 September
30, 2007, Tenant shall have the option to terminate this Lease and in the event
Tenant exercises such option, Landlord shall reimburse Tenant all of Tenant’s
losses, costs and expenses in connection with this Lease, the Leased Space and
any improvements or work commenced by Tenant prior to the date of such
election.

    


    (c)     Tenant
shall indemnify and hold Landlord harmless from and against any losses, costs,
damages, of claims or whatever nature which may arise out of or in connection
with the compliance requirements ser forth in the Americans with Disabilities
Act of 1990, as amended, relating to the design, renovation, alteration and/or
construction in or about the Leased Space, constructed by Landlord at the
request or direction of Tenant. This paragraph shall apply to Tenant’s
Improvements as set forth in Exhibits “A” and “B” hereto, and to any subsequent
modification or alteration of the Leased Space pursuant to subparagraph 11(c) of
this Lease. This indemnification and hold harmless shall not apply to losses,
costs, damages, or claims arising from the condition of the Leased Space as the
same existed prior to the date of this Lease.

    


    (d)
Tenant’s obligations under this Lease shall be conditioned upon Tenant’s receipt
from the Pennsylvania Department of Banking and the Board of Governors of the
Federal Reserve System, on or before April 1, 2007, of any approvals required
for Tenant to establish a fully staffed retail branch in the Leased Space and to
relocate its executive and administrative offices to the Leased
Space.  Tenant agrees to (i) initiate requests to each regulatory
agency for any applicable approvals promptly after the signing of this Lease,
(ii) pursue such approvals with all reasonable diligence, (iii) apprise Landlord
from time to time upon request regarding the status of such approvals, and (iv)
notify Landlord upon the approval or denial of any regulatory
application.

    


    (e)
Landlord agrees that Tenant shall be permitted, subject to having obtained all
necessary governmental approvals therefor, to construct, install, maintain,
repair and replace from time to time each of the following (hereinafter referred
to individually and collectively as “Special Banking Equipment”):

    


    (i) In
either an exterior wall of the Building or in an interior first floor lobby wall
of the Building, in a location to be selected by Tenant subject to Landlord’s
approval (such approval not to be unreasonably withheld, conditioned or
delayed), a through-the-wall ATM accessible to customers, together with a
vestibule or other exterior enclosure, and in either case with related signage
and related security devices as desired by Tenant and permitted by applicable
governmental authorities, and, if Tenant installs such an ATM Landlord and
Tenant agree that the improvements and changes to the exterior wall to
accommodate the ATM shall be deemed an “Identified Improvement” for purposes of
this Lease.  Landlord agrees that the ATM equipment itself is a trade
fixture and shall not be deemed an improvement or part of the Building or Leased
Space.

     

     

     

    
      
        
        

      

      
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    (ii) In
either an exterior wall of the Building or in an interior first floor lobby wall
of the Building, in a location to be selected by Tenant subject to Landlord’s
approval (such approval not to be unreasonably withheld, conditioned or
delayed), a night depository box or slot accessible, at Tenant’s option (but
subject to all necessary governmental approvals) from outside the Building or
from the Building first floor lobby, respectively.

    


    (iii)
Within the Leased Space at a location of Tenant’s choosing, a through-the-wall
ATM on the same terms and conditions as described in paragraph (i)
above.

    


    (iv)
Within the Leased Space at locations of Tenant’s choosing, such teller counters
or stations, safe deposit boxes and a safe or vault as Tenant may
determine.

    


    (v)
Within the Leased Space at locations of Tenant’s choosing, and through and in
such other portions of the Building and Land in such locations as Tenant may
select subject to Landlord’s approval (such approval not to be unreasonably
withheld, conditioned or delayed) (but not within any space leased by other
tenants without the consent of the applicable tenant), such security and
communications equipment, devices, lines and cables (subject to all necessary
governmental approvals) as Tenant may determine to be desirable for its banking
and financial services activities from time to time.

    


    Tenant
shall be exclusively responsible for the costs of installing, maintaining,
repairing and replacing any and all Special Banking
Equipment.  Notwithstanding any other provision of this Lease, all
Special Banking Equipment shall remain Tenant’s sole personal property and shall
not be deemed fixtures, and Tenant shall remove the same at the termination of
this Lease, in which event Tenant shall pay any costs of removal and any
resulting costs to restore the Building to its condition prior to such
removal.

    


    7.           
COVENANTS
OF LANDLORD:  Landlord will at no additional expense to Tenant
beyond payments under paragraph 8(a):

    


    (a)           Supply
for normal office use, janitor and cleaning services (subject, however, to the
provisions of Section 27 of this Lease), common area electricity and hot and
cold water, all in amounts and at times consistent with similar services
provided in first class office buildings in the Suburban Philadelphia area, but
Landlord will not be liable for failure to supply such services for any cause
beyond its control.  The Leased Space shall be each individually
metered and directly billed for Tenant Electric. In addition, Tenant’s
electrical usage for Tenant’s HVAC will be measured on the building house meter,
and Tenant will additionally be billed for its proportionate share of building’s
total HVAC and common area electric which shall be fifty percent.

     

     

    
      
        
        

      

      
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    (b)           Supply
and maintain window blinds selected by Landlord for all outside
windows;

     

    (c)           Provide
for Tenant five (5) parking spaces per 1,000 square feet of gross lease-able
area of the premises (76 parking spaces). In addition, the Landlord will
dedicate ten (10) parking spaces on the Land adjacent to the branch as New
Century Bank customer parking. Additionally, a handicap space will be provided
in a manner usable by van and wheelchair for New Century’s Chairman in a
location adjacent to the north lobby office entrance to the building. Promptly
after execution of this Lease, Landlord will consult with Tenant before
finalizing any parking arrangements with third parties for the parking spaces
that are part of the Gateway Building;

     

    (d)           Maintain
the Leased Space (including all standard plumbing and other fixtures, standard
light bulbs, etc., except for damage caused by Tenant’s negligence), and the
Building, including all common areas, systems, fixtures, etc., in good repair
and condition at all times consistent with first class office buildings in the
Suburban Philadelphia area;

    


    (e)           Provide
landscaping, snow and ice removal and appropriate maintenance of the grounds,
walkways and driveways and parking areas in The Gateway Building;

    


    (f)           Supply
and maintain heating, air conditioning and utility equipment to the Leased
Space; and

    


    (g)           Cause
the Building and Land to comply with all laws, including zoning laws and
regulations.

    


    8.           ADDITIONAL
RENT:  Tenant will pay as additional rent (“Additional Rent”) at the
times herein stated in this Lease (if no times are stated, then on the first day
of the month after Landlord notifies Tenant of the amount of such Additional
Rent):

    


    (a)           Increases
in the monthly Rent that result from application of the rent adjustment
provisions set forth in the attached Exhibit “C”, subject to the following: In
determining Operating Expenses, as defined in Exhibit “C”, for any calendar year
or portion thereof during which less than ninety-five percent (95%) of the area
of the Building shall have been occupied by tenants for more than thirty (30)
days during such year, Operating Expenses shall be deemed for such year to be an
amount equal to the like expenses which would normally be expected to be
incurred had such occupancy of the Building been ninety-five percent (95%)
throughout such year, as reasonably determined by Landlord.

     

     

    
      
        
        

      

      
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    (b)           Other
Charges Due As Rent:  Tenant shall pay as additional rent any and all
sums of money or charges (other than Base Rent) required to be paid by Tenant
under this Lease, whether or not the same be designated “additional
rent”.  This shall include all charges for any miscellaneous services,
goods or materials furnished by Landlord at Tenant’s request which are not
required to be furnished by Landlord under this Lease.  Tenant shall
also pay as additional rent any and all sums which may become due by reason of
the failure of Tenant to comply with each and every covenant, term or condition
of this Lease and any default by Tenant or failure on Tenant’s part to comply
with the terms, covenants and conditions of this Lease and with any obligation
under the law.  If such amounts or charges are not paid when due, they
shall nevertheless, be collectible as additional rent with any installment of
rent thereafter falling due.  For the purpose of his Lease, all Base
Rent plus all additional rent are sometimes hereinafter referred to collectively
as “Rent”.

    


    
      (c)     
     Late
Charge:  Landlord may charge a late charge of five percent
(5%) of
any amounts owed to Landlord pursuant to this Lease which are not paid within
ten (10) days of the date when such payment is due.  Such late charge
is designed to compensate Landlord for expenses incurred in handling such
delinquencies, and is not to be deemed a penalty.  Landlord’s failure
to impose such a late charge in any particular case shall not be deemed a waiver
of Landlord’s right to do so in any future case.

    

    


    9.       
     COVENANTS
OF TENANT:  Tenant will:

    


    (a)           Pay
to Landlord all amounts due as Rent and Additional Rent;

    


    (b)           Keep
the Leased Space in good order and repair, reasonable wear and tear
excepted;

    


    (c)           Surrender
the Leased Space at the end of the term of this Lease in the same condition in
which Tenant has agreed to keep it during the term hereof;

    


    (d)           Be
responsible (except to the extent provided in Section 13) for repairs and
replacements to the Leased Space and the Building made necessary by reason of
damage thereto caused by Tenant or its agents, servants, invitees or
employees;

    


    (e)           Comply
with all laws and enactments and regulations of any governmental authority
relating or applicable to Tenant's occupancy of the Leased Space, and hold
Landlord harmless from all consequences for failure to do so;

    


    (f)           Promptly
notify Landlord of any damage to or defects in the Leased Space, and of any
injuries to persons or property that occur therein;

    


    (g)           Pay
for any alterations, improvements or additions to the Leased Space, other than
those referred to in Section 6, made by or for Tenant, and not allow any lien to
attach to the Building or Tenant's estate in the Leased Space;

     

     

    
      
        
        

      

      
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    (h)           Comply
with all requirements and recommendations of Landlord's and Tenant's respective
insurance carriers relating to layout, use and maintenance of the Leased Space;
and,

    


    (i)           Comply
with the rules and regulations hereinafter contained.

    


    (j)           Certify,
without charge, at any time and from time to time hereafter, within ten (10)
days after request by Landlord or any Mortgagee, by a written instrument duly
executed and acknowledged:  (a) ratifying this Lease; (b) confirming
the commencement and expiration dates of the term of this Lease; (c) certifying
that Tenant is in occupancy of the Leased Space, and that this Lease is in full
force and effect and has not been modified, assigned, supplemented or amended
except by such writings as shall be stated; (d) certifying that all conditions
and agreements under this Lease to be satisfied or performed by landlord have
been satisfied and performed except as shall be stated; (e) certifying that
Landlord is not in default under this  Lease and there are no defenses
or offsets against the enforcement of this Lease by landlord, or stating the
defaults and/or defenses claimed by Tenant; (f) reciting the amount of advance
Rent, if any, paid by Tenant and the date to which such Rent has been paid; (g)
reciting the amount of security deposited with Landlord, if any; and (h) any
other information which Landlord or the mortgagee shall require.

    


    10.           NEGATIVE
COVENANTS OF TENANT:  Tenant will not:

    


    (a)           Damage
the Leased Space or any other part of the Building, or use any part of the
Building not designated for use by Tenant except as such right is given in a
writing other than this Lease;

    


    (b)           Bring
into or permit to be kept in the Leased Space any dangerous, explosive or
obnoxious substances;

    


    (c)           Have
property of substantial size or quantity delivered to or removed from the Leased
Space without first making arrangements reasonably satisfactory to
Landlord;

    


    (d)           Voluntarily
or involuntarily assign, mortgage, or pledge this Lease or the estate created by
this Lease or Sublet or otherwise permit use or occupancy by anyone other than
Tenant, or Tenant’s third party vendors, of all or any part of the Leased
Space.  Should Tenant commit any of the above actions listed in this
paragraph Landlord at its option may at any time terminate this Lease and give
Tenant one hundred eighty (180) days to vacate the Leased Space.

    


    11.           TENANT'S
ACTIONS REQUIRING LANDLORD'S CONSENT:

    


    Without the prior written consent of
Landlord, whose consent will not be unreasonably withheld, conditioned or
delayed, Tenant will not, except as permitted under this Lease:

     

     

    
      
        
        

      

      
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    (a)           Make
any use of the Leased Space other than that described in Section 1;

    


    (b)           Voluntarily
or involuntarily assign, mortgage, or pledge this Lease or the estate created by
this Lease or Sublet or otherwise permit use or occupancy by anyone other than
Tenant, or Tenant’s third party vendors, of all or any part of the Leased
Space;

    


    (c)           Make
alterations, improvements, or additions to the Leased Space that affect the
structure, common areas, common building systems, roof, or exterior (all such
alterations, improvements, or additions will belong to Landlord and remain in
the Leased Space at the end of this Lease except that if Landlord asks that any
of them be removed, Tenant, prior to termination of this Lease, will do so and
will restore or repair any damage to the Leased Space caused by such
installation or removal, all at Tenant’s expense);

    


    (d)           Do
anything that would result in the cancellation or suspension in the premium of
any fire or other insurance policy carried by Landlord, or result in any
increase in premiums unless Tenant reimburses such premium;

    


    (e)           Bring
any property subject to a security interest into the Leased Space without the
written consent of Landlord, subject to the waiver attached to this Lease as
Exhibit "D".

    


    12.           ADDITIONAL
RIGHTS OF LANDLORD:  Landlord may at reasonable times inspect
the Leased Space, show it to prospective tenants during the last 180 days of the
original or any extended term, and alter, improve, repair or add to it to the
extent that Landlord determines to be necessary for the protection and
maintenance of the Leased Space or other parts of the Building and shall have
access to the Leased Space for all such purposes and to exercise any other
rights or obligations hereunder.  Landlord may enter only on
reasonable prior notice, and subject to reasonable restrictions relating to bank
security and customer information privacy.

    


    13.           LOSS,
DAMAGE OR INJURY:  Tenant will be responsible for and hereby
relieves Landlord from and indemnifies Landlord against all liability by reason
of any injury, damage or loss to any person or property that occurs in the
Leased Space or in any common area of the Building when caused by the negligence
of Tenant, its agents employees, or invitees, except for injury, damage or loss
which results from the negligence of Landlord, its agents, or employees, or
invitees.  Tenant will maintain in force, and at Landlord's request
will produce evidence of general public liability insurance’’.

    


    Notwithstanding any other provision
herein, Landlord and Tenant hereby release each other, to the extent of the
releasing party's insurance coverage, from liability for loss or damage to the
property of the party granting such release, even if the loss or damage occurred
through the negligence of such other party or its agents, servants, invitees or
employees, provided that this release shall be effective only with respect to
loss or damage occurring during such time as the relevant insurance policy of
the party granting such release contains a clause to the effect that this
release does not affect such policy or the right of the insured to recover
thereunder.  Each party will use its best efforts to cause its
policies of insurance to contain such a clause, but if an additional premium is
charged for such waiver, the party benefiting therefrom, if it desires to have
the waiver, will pay to the other the amount of such additional premium promptly
upon being billed therefor.

     

     

    
      
        
        

      

      
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    14.           RESTORATION
OF DAMAGE:  If the Leased Space is damaged by fire or other
casualty:

    


    (a)           Landlord
will restore the Leased Space (but not Tenant's property located therein) with
reasonable promptness at Landlord's expense, except that Tenant may be liable
for restoration costs under Section 9(e) unless:

    


    (b)           The
damage to the Building is so extensive that Landlord, in its sole discretion,
determines not to restore it, or Landlord decides not to restore because the
costs of restoration exceed the amount of insurance proceeds recovered by
Landlord and not otherwise required to be applied by Landlord's mortgagee, in
either of which events Landlord will so notify Tenant within sixty (60) days
after the occurrence of such casualty and upon such notice this Lease will
terminate; or

    


    (c)           Promptly
upon Tenant’s request, and in any event within 30 days after the damage,
Landlord will give Tenant a written estimate of how long restoration of the
damage will take; such estimate shall be reasonable.  If Landlord
estimates that restoration will take more than One Hundred  Fifty (150)
days from the date of occurrence of damage, or if restoration does in fact take
more than One Hundred Fifty (150) days, Tenant may, by written notice to
Landlord, terminate this Lease.

    


    Landlord will not be liable to Tenant
for any interruption in use of the Leased Space that results from damage to any
part of the Building, but Rent and Additional Rent will be proportionately
suspended during any period of time when any substantial part (or all) of the
Leased Space is untenantable.

    


    15.           CONDITION
OF LEASED SPACE:  Landlord leases the Leased Space in its
condition when the term of this Lease begins and without any representation with
respect to it or any duty to repair or alter it, except that Landlord represents
that the major mechanical and structural systems are in good repair and working
order upon occupancy.

    


    16.           DEFAULT
BY TENANT:  If Tenant does one or more of the
following:

    


    (a)           Fails
to pay within ten (10) days after same due all amounts due
hereunder;

    


    (b)           Takes
any action prohibited hereunder, or takes any action requiring prior written
notice by Tenant without giving Landlord such notice;

    


    (c)           Fails
to perform any of its other obligations hereunder within thirty (30) days after
written notice of any such failure has been given by Landlord; or

     

     

    
      
        
        

      

      
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    (d)           Becomes
insolvent, makes an assignment for the benefit of creditors, files or has filed
or has filed against it a petition in bankruptcy, bill in equity, or other
proceeding for the appointment of a receiver or trustee for its property, or if
proceedings for reorganization or composition with creditors under any law is
instituted by or against Tenant;

    


    Then Landlord will have the right to
do once or more often any one or more of the following:

    


    (a)           Declare
due and payable and sue to recover all unpaid Rent and Additional Rent and all
Rent for the unexpired term of this Lease and all costs, commissions, and damage
provided or permitted by law;

    


    (b)           Declare
this Lease ended;

    


    (c)           Lease
all or any part of the Leased Space to any other person with or without first
altering the same;

    


    (d)           All
of the remedies hereinbefore given to Landlord and all rights and remedies given
to it by law and equity shall be cumulative and concurrent.  No
determination of this Lease or the taking or recovering of the Leased Space
shall deprive Landlord of any of its remedies or action against Tenant for Rent
or Additional Rent due at the time or which, under the terms hereof, would in
the future become due as if there has been no determination, or for sums due at
the time or which, under the terms hereof, would in the future become due as if
there has been no determination, nor shall the bringing of any action for Rent
or Additional Rent or breach of covenant, or the resort to any other remedy
herein provided for the recovery of Rent or Additional Rent be construed as a
waiver of the right to obtain possession of the Leased Space.  In any
action commenced by Landlord in exercise of any remedies provided hereunder
Landlord shall be entitled to recover its actual attorneys fees expended in such
action or such specific attorneys commission as is otherwise specified
herein.

    


    17.          
CONDEMNATION:

    


    (a) If
any part of the Leased Space shall be taken or condemned for a public or
quasi-public use, and it would be reasonable for Tenant to conduct in the
remaining space all operations previously conducted in the Leased Space
substantially as conducted before the taking, this Lease shall, as to the part
so taken, terminate as of the date title shall vest in the condemnor, and the
Rent and Additional Rent payable hereunder shall be adjusted so that Tenant
shall be required to pay for the remainder of the Lease term only such portion
of such Rent and Additional Rent as the number of square feet in the part
remaining after the condemnation bears to the number of square feet in the
entire Leased Space at the date of condemnation; but in such event Landlord
shall have the option to terminate this Lease, as to the part so condemned only,
as of the date when title to the part so condemned vests in the
condemnor.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
 

    (b) If
(i) all the Leased Space be taken or condemned, or (ii) such part thereof be
taken or condemned so that it would not be reasonable for Tenant to conduct
within the remaining space all operations previously conducted in the Leased
Space substantially as conducted before the taking, or (iii) if due to the
condemnation or taking the remaining portion of the Leased Space must be
repaired or restored in order for Tenant to continue to conduct operations
substantially as conducted before the taking and Landlord fails to repair or
restore the Leased Space at Landlord’s expense within 120 days following the
date that Tenant’s operations are first adversely affected, then in any such
event Tenant shall have the option to terminate this Lease by written notice to
Landlord of Tenant’s exercise of such option, and on the giving of such notice
to Landlord by Tenant this Lease shall terminate.  If a part or all of
the Leased Space be taken or condemned, all compensation awarded upon such
condemnation or taking shall go to the Landlord and Tenant shall have no claim
thereto, and Tenant hereby expressly waives, relinquishes and releases to
Landlord any claim for damages or other compensation to which Tenant might
otherwise be entitled because of any such taking or limitation of the leasehold
estate hereby created and irrevocable assigns and transfers to the Landlord any
right to compensation or damages to which Tenant may be entitled by reason of
the condemnation of all or a part of the Leased Space or the leasehold
estate.  Notwithstanding any other provision of this Lease, Tenant
shall be exclusively entitled to any relocation damages caused to Tenant by any
condemnation or taking.

    


    18.           SUBORDINATION: 
This Lease shall be subject and subordinate at all times to the lien of any
mortgages in any amount or amounts whatsoever now or hereafter placed on or
against the land and Building or either thereof, or on Landlord's interest or
estate therein, or portion thereof, without the necessity of the execution and
delivery of any further instruments on the part of Tenant to effectuate such
subordination; provided, however, that so long as Tenant is not in default, the
terms of this Lease shall not be affected by termination proceedings in respect
to any ground or underlying lease or foreclosure or other proceedings under any
such mortgages, Tenant hereby agreeing, at the written request of the
foreclosing mortgagee or purchaser of the mortgaged premises in such foreclosure
or other proceedings, to attorn to such mortgagee or purchaser or, at such
mortgagee's or purchaser's option, to enter into a new lease for the balance of
the Lease term upon the same terms and provisions as are contained in this
Lease.  Notwithstanding and foregoing, Tenant shall execute and
deliver upon demand, such further instrument or instruments evidencing such
subordination of this Lease to the lien of any such mortgage or mortgages on
terms consistent with the foregoing provisions and otherwise reasonable in form
and substance.

    


    19.           EXTENSION
OF TERM; WAIVER:  This Lease will end at the conclusion of the
Initial Term stated in Section 1 unless Tenant shall have exercised its
option(s) to extend the term of this Lease as described in Paragraph 29 and
Exhibit “E”.  In the event Tenant shall have exercised either
extension option, this Lease will end at the conclusion of the last Renewal Term
for which Tenant shall have exercised its extension option.  However,
whether or not Tenant shall have exercised either or both of its options to
extend the term of this Lease, the term of this Lease may be extended in the
manner provided in the following subsections (a) and (b):

    


    (a)           Either
party may, at least one hundred eighty (180) days before the end of the current
term notify the other that it wishes to renew this Lease for an additional
period of time stated in such notice (such period is also referred to herein as
a “"Renewal Term"), and such a notice from Landlord of its intent to renew may
specify new terms and conditions for the Renewal Term.  This paragraph
(a) shall only apply if Tenant shall have failed to exercise an option to extend
as set forth in Exhibit “E” and such option shall have expired, or if the last
Renewal Term provided for in Exhibit “E” is about to expire.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
 

    (b)           If
either party has given a timely notice of intention to renew pursuant to
subsection (a), then the other party shall have the period of thirty (30) days
within which to notify the renewing party whether or not such other party elects
not to continue this Lease for the Renewal Term, but absent such timely
responsive notice from such other party to the renewing party, this Lease will
be continued for the Renewal Term upon the original terms and conditions of this
Lease, as modified only by the new terms and conditions, if any, contained in
Landlord's notice of intent to renew.

     

    (c)           Tenant
waives, to the extent permissible under law, all rights to any notice to quit
the Leased Space at the termination of this Lease, whether on conclusion of the
original term or any renewal thereof or earlier termination following a default
by Tenant.

    


    20.           NOTICES:  All
notices hereunder to be effective must be in writing and delivered at or sent
registered or certified mail to Landlord at its principal office at, Gateway
Partnership, LLC, 100 French Creek Parkway, Phoenixville, PA 19460, Attention:
Mr. John MacPhee, and to Lieberman Earley & Company, Agent, 485 Devon Park
Drive, Suite 100, Wayne, PA  19087, Attention: Mr. John E. Lieberman,
and to Tenant at New Century Bank, 513 Kimberton Road, Phoenixville, PA 19460.
Attention: James W. McKeighan, III, President, or at such other address as
either party  may hereafter give the other for such
purpose.  Notices will be deemed to have been given when so delivered
or mailed.

    


    21.           DELAYS IN
EXERCISING RIGHTS:  No delay or omission by Landlord or Tenant
in exercising any right upon any default by the other will impair any such right
or be construed as a waiver of any such default or an acquiescence in
it.  No waiver of any default will affect any later default or impair
any partial or full exercise of any right by Landlord or Tenant will preclude
other or further exercise thereof.

    


    22.           PARTIES
BOUND, ETC.:  This Lease will bind and inure to the benefit of
(a) Landlord, its successors and assigns, and (b) Tenant and such of its
successors and assigns as are  permitted under this Lease or approved
by Landlord pursuant to Section 10 (d).

    


    23.           HAZARDOUS
SUBSTANCES:

    


    (a)           Tenant
shall not use in any way, or permit or suffer the use of the Leased Space or any
part thereof, to either directly or indirectly prepare, produce, generate,
manufacture, refine, treat, transport, store, maintain, handle, dispose of,
transfer or process any Hazardous Substance as defined herein, (other than
activities as are normally associated with banking, financial services and
commercial office activities all in accordance with applicable laws and
regulations), unless it has received the prior written consent of Landlord,
which may be withheld.  Such written consent, if granted by Landlord,
shall be a modification of this Lease.  Tenant agrees to reimburse
Landlord for Landlord's actual, reasonable attorneys’ fees and/or environmental
consulting fees and costs incurred in reviewing, negotiating and drafting any
modification to this Lease as provided by this paragraph.  Any
substance which Landlord permits Tenant to treat, store, transfer or dispose of
must be done in strict compliance with any and all federal, state, county or
municipal statutes or laws now or at any time hereafter in effect, including but
not limited to, The Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Section 1801 et seq.), The Resource Conservation and
Recovery Act (42 U.S.C. Section 6901 et seq.), The Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), The Toxic Substances Control Act, as amended (15 U.S.C.
Section 2601 et seq.), and The Occupational Safety and Health Act (29 U.S.C.
Section 651 et seq.), as these laws have been amended or
supplemented.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    
 

    If any
Hazardous Substance is used, stored, generated or disposed of on, in or about
the Leased Space by Tenant, except in accordance with this lease or pursuant to
Landlord's written consent, or if any part of the Leased Space becomes
contaminated in any manner for which Tenant is legally liable, then Tenant shall
indemnify and hold Landlord harmless from any and all claims, damages, fines,
judgements, penalties, costs, liabilities and/or losses (including, without
limitation, a decrease in value of the Leased Space, damages caused by loss or
restriction of rentable or useable space, damages caused by adverse impact on
marketing of space, and any and all sums paid for settlement of claims,
reasonable attorneys fees and expert fees) arising during or after the Lease
Term and arising in connection with such Hazardous Substance or
contamination.  This indemnification includes, without limitation, any
and all costs incurred because of any investigation of the site or any cleanup,
removal or restoration mandated or conducted by or on behalf of any federal,
state or local agency or political subdivision.  Without limitation of
the foregoing, it Tenant causes or permits the presence of any Hazardous
Substance in the Leased Space and that results in contamination, Tenant shall
promptly, at its sole expense, take any and all necessary or appropriate actions
to return the Leased Space to the condition existing prior to the presence of
any such Hazardous Substance.  Tenant shall first obtain Landlord's
written approval for any such remedial action.

    


    (“)           "Hazardous
Substance" means any pollutant, contaminant, toxic or hazardous waste, dangerous
substance, potentially dangerous substance, noxious substance, toxic substance,
flammable, explosive, radioactive material, asbestos, PCBs or any other
substances the removal of which is required, or the manufacture, preparation,
production, generation, use, maintenance, treatment, storage, transfer, handling
or ownership of which is restricted, prohibited, regulated or penalized by any
and all federal, state, county or municipal statutes or laws now or at any time
hereafter in effect, including but not limited to, The Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601
et seq.), The Hazardous Liability Act (42 U.S.C. Section 9601 et seq.), The
Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), The
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), The
Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), the Clean
Air Act (42 U.S.C. Section 7401 et seq.), The Toxic Substances Control Act, as
amended (15 U.S.C. Section 2601 et seq.), and The Occupational Safety and Health
Act (29 U.S.C. Section 651 et seq.), as these laws have been amended or
supplemented.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
 

    (c)           
Landlord represents and warrants to Tenant that, to the best of Landlord's
knowledge, information and belief, as of the date of execution of this Lease and
date of occupancy, the following:

    


    
      	
               
      

            	
               

            	
              
                (i)   
      The Building and the Leased Space are in compliance with applicable
      federal, state and local laws, regulations or ordinances regarding
      Hazardous Substances and other forms or pollution, as defined in federal,
      state, or local laws;

              

            


    

    


    
      	
               
      

            	
               

            	
              
                (ii)   There
      are no current, threatened or pending claims, administrative proceedings,
      judgements, declarations or orders relating to the presence of Hazardous
      Substances or other forms of pollution on, in or under the Building and/or
      Leased Space;

              

            


    

    


    
      	
               
      

            	
              (iii)  
      No Hazardous Substances nor other forms of pollution have been released,
      introduced, spilled, dumped, buried, discharged or disposed of on, in or
      under the property, nor are any such materials presently in storage in or
      on the Building and/or Leased
Space.

            


    

    


    Landlord
will indemnify Tenant against any and all liability, loss, cost and expense
(including without limitation attorneys fees and expenses of litigation) that
Tenant may suffer or incur by reason of the failure of the Leased Space, the
Building and the Land to comply with the conditions described in clauses (i),
(ii) and (iii) above.  The provisions of this indemnity will survive
the modification and termination of this Lease.

    


    24.           ADA:   The
Landlord represents and warrants to Tenant that the common areas of the building
and land are compliant with ADA and corresponding state laws and regulations
and  (see Exhibit “F”).

     

    25.           SIGNAGE:   Tenant
shall be permitted to install signage at its south Mini- Branch entrance, at
Tenant’s cost, subject to Landlord’s reasonable approval.

     

    Tenant
shall be permitted to install signage for Tenant’s name and/or logo (as Tenant
may determine) on the exterior of the Building, at Tenant’s cost, subject to
Landlord’s approval and any municipal requirements and codes. Tenant shall be
responsible for securing all required approvals and permits for said
signage.

     

    26.           BROKERAGE
COMMISSION:
Landlord is responsible for the cost in accordance with a separate
agreement with Lieberman Earley & Co., the sole broker in the
transaction.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

     

    27.           CONFIDENTIALITY;
JANITORIAL SERVICES:

     

    (a)
Landlord shall, and shall cause any of its agents (including without limitation
any janitorial or cleaning services suppliers) who or which may enter the Leased
Space or otherwise deal with information relating to Tenant or Tenant’s
customers to, execute written confidentiality agreements in favor of Tenant in a
form reasonably required by Tenant, to protect the confidentiality and security
of information relating to Tenant and its customers and the security of Tenant’s
information systems at or accessible from the Leased Space.  The
execution of such a confidentiality agreement shall be a condition to Tenant’s
obligation to permit access to the Leased Space to any person or entity
obligated under this Section to execute such an agreement.

     

    (b) In
the event that any person or entity providing janitorial or cleaning services
for or on behalf of Landlord, or any other providing services to the Leased
Space, either (i) fails to execute the required confidentiality agreement, or
(ii) fails to comply with any confidentiality agreement, then and in such event
Tenant shall be entitled to demand that Landlord terminate the services provided
by such person or entity for the Leased Space, and Tenant shall be entitled and
authorized to engage its own agents or contractors to provide such
services.  In the event Tenant does so, then:  (i) Tenant
shall have no obligated to reimburse Landlord for any portion of any Operating
Expenses attributable to such services thereafter, (ii) all costs and expenses
incurred directly or indirectly by Landlord or any third party engaged by
Landlord for such services shall be eliminated from “Operating Expense” before
applying the provisions of Exhibit C to calculate Tenant’s obligations for
additional rent for “Operating Expenses,” and (iii) Tenant shall be responsible
for all the costs and expenses of the provision of such services to the Leased
Space by Tenant’s agents or contractors.

     

    28.           STORAGE
OF MODULAR FURNITURE:  Landlord agrees
to permit Tenant to store its modular furniture in an area designated by
Landlord in the Gateway Building prior to Tenant’s occupancy. Tenant herby
releases Landlord from any liability in regard to said modular furniture
including the delivery, storage and installation.

     

    29.           OPTIONS
TO RENEW: Tenant
shall have two, six year options to renew this Lease as stated in Exhibit “E”
below.

     

    30.           TENANT’S
EXISTING LEASE:   Upon occupancy by Tenant in
the Gateway Building, Landlord will take over responsibility for the base rental
payments of Tenant for the remaining balance of the lease at Tenant’s current
location in accordance with Exhibit “G” below.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

     

    31.           OPERATIONS
CENTER: Landlord
and Tenant agree to the terms of the letter dated December 11, 2006 and attached
as Exhibit “H”.

     

    32.           CHESTER
COUNTY – HUD REQUIREMENTS: Tenant herby
acknowledges that the Landlord has participated in the HUD BEDI (Brownfield
Economic Development Initiative) and 108 Loan program in the development of the
Gateway Building and that the Landlord has the following
obligations,

     

    (a) The Landlord/Developer shall
operate the project (The Gateway Building) in such a manner as to comply with 24
CFR section 570.208(a) (4) with respect to job creation or retention activity
for low and moderate income persons. Such activity must be designed to create or
retain permanent jobs for at least fifty-one percent of the jobs, computed on a
full-time equivalent basis and involve the employment of low and moderate income
persons,

     

    (b) The Landlord/Developer shall comply
with all HUD requirements related to the aforesaid job creation or retention
activity, as set forth in the HUD Documents, as well as the pertinent
regulations set forth in 24 CFR section 570, Subpart M,

     

    (c) The Landlord/Developer shall
operate the project (The Gateway Building) in accordance with 24 CFR section
570.208 (a) (4) (iii), jobs that are not held or filled by low or moderate
income persons may be considered to be available to low or moderate income
persons only if 1) Special skills that can only be acquired with substantial
training or work experience or education beyond high school are not a
prerequisite to fill such jobs, or any entity or individual leasing space agrees
to hire unqualified persons and provide training and 2) Landlord/Developer takes
actions to ensure that low and moderate income persons receive first
consideration for filling such jobs. In accordance with 24 CFR section
570.208(a) (4) (i), (iv) and(v), fifty one percent of the jobs created will be
held by, or will have been made available to, low and moderate income persons.
An individual will be presumed to be a low or moderate income person if he or
she resides within the census tract that meets the requirements of 24 CFR
section 570,208 (a) (4) (v) or where the property is located within a census
tract that meets the requirements of 24 CFR section 570,208 (a) (4)
(v).

     

    (d) The Landlord/developer will comply
with the reporting procedures and requirements of Chester County’s Economic
Developing Monitoring Package.

     

    Tenant
shall cooperate with the Landlord and provide such employment information to the
Landlord as shall be required for the Landlord to complete the required County
documentation.

     

     

    
      
        
        

      

      
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    33.           RIGHT OF
FIRST REFUSAL:

    


    (a) The
parties are contemporaneously herewith entering into a Right of First Refusal
Agreement in the form attached to this Lease as Exhibit “I” (the “Right of First
Refusal Agreement”), to be filed of public record promptly hereafter, with
respect to Tenant’s rights in the event of a proposed sale of the Land or
Building.

     

    (b) In
the event that this Lease is assigned by Tenant to anyone other than an
affiliate under common control with Tenant, the Right of First Refusal Agreement
shall automatically terminate.

     

    34.           MISCELLANEOUS:  "Landlord"
means the Landlord named herein irrespective of the pronoun used with respect to
the term, and all persons acting for it.  "Tenant" means all names
which appear before the term at the beginning hereof, irrespective of the
pronoun used with respect to the term.  This Lease contains the entire
agreement of Landlord and Tenant except for any changes and additions to rules
and regulations pursuant to Section 9(i), and is subject to change only by a
writing referring to this Lease and executed by both parties.

    


    IN WITNESS WHEREOF, and intending to be
legally bound hereby, Landlord and Tenant, each by their duly authorized
officers or representatives, have executed this Agreement on the day and year
first above written.

    


     

    
      	
              TENANT:

            	
              LANDLORD:

            
	
              NEW
      CENTURY BANK

            	
              GATEWAY
      PARTNERSHIP, LLC

            
	 
      	 
      
	
              BY:
      /s/ James W. McKeighan,
      III 

            	
              BY:
      /s/ Walter
      J. Logan, Jr.

            
	
              James
      W. McKeighan, III

            	Walter
      J. Logan, Jr. 
	
              President

            	President
      and CEO  
	 
      	 
      
	 
      	 
      
	
              ATTEST:

            	
              ATTEST:______________________

            
	 
      	 
      


    

     

     

    
      
        
        

      

      
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    RULES AND
REGULATIONS COVERING USE

    OF LEASED
SPACE UNDER THIS LEASE

    (Constituting
a part of this Lease as stated in Section 9(i))

    


    
      	 	
               
      1.

            	
              Without
      the Landlord’s prior permission, the Building entries or sidewalks shall
      not be obstructed by any of the tenants, or used by them for any other
      purpose than for ingress and egress from and to their respective
      offices.  

            


    

    


    
      	 	
               
      2.

            	
              The
      floors, windows, doors and transoms that reflect or admit light in
      passageways, or into any place in said Building shall not be covered or
      obstructed by any of the tenants.  The toilet rooms, water
      closets, and other water apparatus shall not be used for any purpose other
      than those for which they were constructed.


            


    

    


    
      	 	
               
      3.

            	
              Except
      for signs permitted under this Lease, nothing shall be placed by the
      tenants, or their employees, on the outside of the Building or on the
      windows, window sills or
projections.

            


    

    


    
      	 	
               
      4.

            	
              If
      a tenant desires to introduce signaling, telegraphic, telephonic or other
      wires and instruments, Landlord will direct the electricians as to where
      and how the same are to be placed. Landlord shall in all cases retain the
      right to require the placing and using of such electrical protecting
      devices to prevent the transmission of excessive currents of electricity
      into or through the Building and to require the hanging of wires and of
      their placing and arrangement as Landlord may deem
      necessary.  In all of the foregoing, Landlord shall act
      reasonably in restricting any locations proposed by
  Tenant.

            


    

    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    


    


    EXHIBIT
A

    


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
B

    


    To Lease dated _____________________,
Between GATEWAY PARTNERSHIP,
LLC (“Landlord”) and NEW
CENTURY BANK (“Tenant”).

    


    Landlord
will at its expense prior to commencement of the term of the Lease complete the
following building standard work with building standard materials in the Leased
Space, all in good and workmanlike manner:  Any work done in excess of
the improvements described in Section 6 above shall be done at the cost of the
Tenant, and payments for such work shall be made to Landlord upon occupancy of
the Leased Space.

    


    Tenant
will furnish complete and detailed written information or drawings on or before
December 21, 2006 for the following items:

    


    
      	 
      	 
      	 
      	
              -

            	
              partition
      locations and type

            
	 
      	 
      	 
      	
              -

            	
              door
      locations, sizes and type

            
	 
      	 
      	 
      	
              -

            	
              lighting
      plan for space

            
	 
      	 
      	 
      	
              -

            	
              location
      of electrical outlets and telephone outlets

            
	 
      	 
      	 
      	
              -

            	
              specific
      plumbing requirements, if any, including plans and
  sections

            
	 
      	 
      	 
      	
              -

            	
              decorative
      plans, including paint schedule, and wall coverings

            
	 
      	 
      	 
      	
              -

            	
              any
      other requirements.

            


    

    


    If Tenant
fails to furnish the information of drawings above referred to by the specified
date, Tenant will bear any additional expense thereby occasioned to Landlord,
and any date by which Landlord shall have agreed to complete such work and give
occupancy to Tenant shall be automatically extended for a time period equal to
such delay.  If Tenant shall delay for more than ten (10) days in
meeting the specified date, or shall make changes in its plans which in
Landlord’s judgment reasonably exercised will delay completion of the work for
more than ten days, Landlord may at its option, insist that Tenant begin payment
of rent upon the commencement date of the Lease even though alterations are
unfinished.

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
 

    Tenant
shall be permitted access to the Premises during the fitout process to review
and inspect the progress of fitout work, provided that Tenant is either
accompanied by Landlord or a representative of Landlord and further provided
that Tenant does not interfere with the fitout process.  Additionally,
Tenant and Tenant’s contractors shall be permitted access to the Premises to
install additional improvements which are outside the scope of the fitout
process referenced above (for items such as, but not limited to, cabling, phone
systems, etc.).  The access rights of Tenant and its contractors shall
be subject to coordination with the general contractor’s scheduling and such
access rights shall be enjoyed in a manner which shall not interfere with the
general contractors and its scheduling.  Additionally, all provisions
herein relating to Tenant improvements including, but not limited to, Tenant’s
obligation to save and hold harmless Landlord of, from, and against mechanics’
liens, shall apply with respect to these improvements.  Upon
substantial completion of the fitout work, Tenant and Landlord (or a
representative of Landlord) shall conduct a walk-through of the Premises and, if
necessary, prepare a punch list of items which require completion or correction,
and such completion and correction shall, if at all possible, be addressed by
the Contractor within thirty (30) days of the punch list.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
C

    


    To Lease Dated _____________, Between
GATEWAY PARTNERSHIP,
LLC.      ("Landlord") and NEW CENTURY BANK
("Tenant").

    


    Tenant shall pay as Additional Rent its
proportionate share of any increase in Operating Expenses incurred by Landlord
during the term of this Lease in operating the land and buildings in The Gateway
Building, 100 French Creek Parkway, Phoenixville, Pennsylvania 19460 ("the Land
and Buildings") of which the Leased Space is a part.

    


    The amount of Additional Rent, if any,
due hereunder shall be determined in the following manner:

    


    During each calendar year thereof
(pro-rated for any period less than one year), Tenant shall pay to Landlord as
Additional Rent, promptly upon being billed therefore, an amount equal to (1)
the excess of the Operating Expense for such calendar year over $163,033.50 (or
31,054 rentable square feet multiplied by $5.25 per square foot) multiplied by
(2) that percentage which is derived by dividing the number of rentable square
feet leased by Tenant (15,298) by the total amount of square feet of rentable
square feet (31,054) of which the Leased Space is a part.  That
percentage is (49.3%).  "Operating Expenses" as used herein means
expenses, costs and charges incurred for the operation, maintenance, repair,
capital investments and improvements of the Land and Buildings; modification of
the Land and Buildings as and when required to bring the same into compliance
with any local, state or federal rule, regulation or law, whether presently in
effect or enacted in the future, within that phase of The Gateway Building, 100
French Creek Parkway, Phoenixville, Pennsylvania 19460 of which the Leased Space
is a part, and shall include, but not be limited to:

    


    
      	
               
      

            	
              (a)

            	
              wages
      and salaries, and taxes imposed upon employers with respect thereto
      (including social security, old age, unemployment insurance, and
      disability insurance), fringe benefits (including without limitation
      vacation, holiday and other proper
allowances);

            


    

    


    
      	
               
      

            	
              (b)

            	
              costs
      of utilities, services and supplies by whoever performed or furnished;
      cost
      of electricity consumed by lighting fixtures and power appliances and
      equipment used for lighting of common and service areas and operation of
      equipment, services and facilities supplied by
      Landlord;

            


    

    


    
      	
               
      

            	
              (d)

            	
              real
      estate taxes, assessments, and other governmental and public assessments
      assessed upon the Land and Buildings, or arising in connection with the
      use, occupancy or possession thereof, or any interest therein, including
      but not limited to real property taxes, municipal authority assessments,
      and highway improvement assessments, if
any.

            


    

    


    
      	
               
      

            	
              (e)

            	
              water
      rents and sewer rents;

            


    

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               
      

            	
              (f)

            	
              cost
      of all insurance.  No charge for insurance shall be included
      that reflects an increase in premiums due to an act or omission of any of
      the tenants of the Buildings for which Landlord is reimbursed by such
      tenants;

            


    

    


    
      	
               
      

            	
              (g)

            	
              accounting,
      bookkeeping, legal and management
fees.

            


    

    


    All expenses to be taken into account
pursuant to this Section shall be "net" only and for such purpose shall be
deemed reduced by the amounts of any insurance or other reimbursement,
recoupment, payment discount, credit reduction or allowance received by Landlord
in connection with such expenses.

    


    On account of the Additional Rent
payable, Tenant shall pay to Landlord on the first day of each month during the
term hereof in advance one-twelfth (1/12) of the amount Landlord estimates will
be due hereunder for the current year.  After the end of such year,
Landlord shall render a bill to Tenant for the actual amount of the Additional
Rent, and, within twenty (20) days thereafter, Tenant will pay any additional
amount shown to be due by said statement, or Landlord will credit any
overpayment by Tenant against payments thereafter to become due by Tenant
pursuant to this Section and the other terms of this Lease.

    


    All sums payable hereunder by Tenant,
or which are at the expense of Tenant, are deemed and considered to be Rent,
and, if not paid, Landlord shall have with respect thereto all the rights and
remedies provided for herein and by law for the nonpayment of Rent.

    


    Tenant's obligation to pay its
proportionate share of any increases in Operating Expenses for the calendar year
in which this Lease terminates shall survive termination of this
Lease.

     

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBIT
D

    LANDLORD'S
WAIVER

    


    For value received, and intending to be
legally bound, the Undersigned, owner of the entire fee of certain premises
situated at The Gateway Building, 100 French Creek Parkway, Phoenixville,
Pennsylvania 19460 (the "Premises") now under lease to   ("Borrower"),
pursuant to the terms of that certain lease dated  ; (the
"Lease"), does hereby agree to subordinate in favor of   (hereinafter
referred to as "Bank"), its successors and assigns, all right, title and
interest which Undersigned may have in and to the personal property of the
Borrower located within the Premises (the "Personal Property") in which Bank now
or hereafter has a security interest pursuant to a Loan and Security Agreement
or other documents between Borrower and Bank, and pursuant to any modification,
extension or amendment involving the indebtedness owed by Borrower to Bank and
secured by such personal property.

     

    Undersigned
consents to the location of the personal property of the Premises and hereby
authorizes and empowers Bank, its lawful attorneys, agents and employees, to
enter upon the Premises and remove the personal Property at any
time.  Undersigned agrees that notwithstanding any terms of the Lease
or of any amendments, modifications, extensions or renewals thereof, or any
contrary intent that may be expresses by the Borrower, or that may otherwise be
implied by law, the Personal Property is not and shall not be deemed to be part
of the real estate but shall at all times be considered personalty unless
permanently affixed to the real estate.  Undersigned further agrees
that the Personal Property shall not be subject to levy and sale on distress for
nonpayment of any rent now due or which may hereafter become due Undersigned,
and hereby releases all right, title and interest which Undersigned may have in
and to said personal property.

    


    The Undersigned represents and
warrants, which representation and warranty is being relied upon by Bank in
making certain loans to Borrower, that the Undersigned is authorized to make and
deliver this Subordination and further, to the best of Undersigned's knowledge
Borrower is not in default under the Lease and that the Lease is in full force
and effect.

    


    This instrument shall bind
Undersigned's personal representatives, successors and assigns, and shall inure
to the benefit of Bank, its successors and assigns.

    


    Witness
the due execution this __ day of __, 2006.

    


    BY:______________________________________

    


    Attest:____________________________________

     

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
E

    


    Tenant, provided it is not in default
hereunder, shall have two (2) options to renew this Lease upon the same terms
and conditions, except for the rent as hereinafter set forth,
for  additional terms of six (6) years each (each, a “Renewal Term”),
commencing the first day of the month next following the last day of the
original or previous term hereof, upon giving at least one hundred eighty
(180) days prior written notice thereof to Landlord.

    


    The annual rental payable by Tenant
during the renewal term as aforesaid shall be the same as during the initial
term except that the said rental shall be increased by the percentage of
increase, if any, that has taken place in the Consumer Price Index between the
month immediately preceding the commencement of the original term hereof and the
month immediately preceding the commencement of the renewal term.

    


    The
“Consumer Price Index” shall be defined for the purposes hereof to be the
“Consumer Price Index for Urban Wage Earners and Clerical Workers for
Philadelphia, PA – NJ, All Items-Series A, using the 1982-84 average of 100 as
the basis of calculation”, published by the Bureau of Labor Statistics, United
States Department of Labor.  If the base for such Index is so changed
that 1982-84 prices are no longer taken as representing 100, an appropriate
adjustment will be applied to the published indexes so as to relate them to the
aforesaid base in which the 1982-84 prices are no longer taken as representing
100.  In the event the Consumer Price Index (or successor or
substitute thereof) is not available, a reliable governmental or other
non-partisan publication evaluating the information theretofore used in
determining the Consumer Price Index shall be used for the computations herein
set forth, but if there shall be a dispute between Landlord and Tenant as to the
basis to be employed in lieu of said Index, then such alternate base shall be
determined by arbitration in the City of Philadelphia in accordance with the
rules of the American Arbitration Association, between the parties
hereto.  In the event of a dispute as to the appropriate Index, rent
shall be continued to be paid on the then existing basis pending determination
of the appropriate Index, and any adjustment in rent shall thereupon be applied
retroactively to the beginning of the period for which Landlord and Tenant shall
have been unable to agree upon the appropriate basis.

    


    Wherever in this Lease Agreement the
term: “term of the Lease,” or words of similar import are used, they shall mean
the Initial Term and any Renewal Term which has become effective.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBIT
F

    


    ADA
Permit

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
 

    


    EXHIBIT
G

    


    Tenant’s
Existing Rental Payments

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBIT
H

    


    Operations
Center

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBIT
I

    


    Form of
Right of First Refusal Agreement

    


    


    Prepared
by:

    David F.
Scranton, Esquire

    Stradley
Ronon Stevens & Young, LLP

    30 Valley
Stream Parkway

    Malvern,
PA 19355

    Telephone:
(610) 640-5806

    


    After
recording return to:

    David F.
Scranton, Esquire

    Stradley
Ronon Stevens & Young, LLP

    30 Valley
Stream Parkway

    Malvern,
PA 19355

    Telephone:
(610) 640-5806

    


    Uniform
Parcel Identifier No.  ______________________

    


    


    


    RIGHT
OF FIRST REFUSAL AGREEMENT

    


    THIS
RIGHT OF FIRST REFUSAL AGREEMENT made as of January 5, 2007 (the “Agreement”),
is by and between GATEWAY PARTNERSHIP, LLC, 100 French Creek Parkway,
Phoenixville, Pennsylvania 19460 (“Owner”), and NEW CENTURY BANK, a Pennsylvania
bank (“Bank”).

    


    BACKGROUND:

    


    A.
Pursuant to Lease Agreement of even date herewith (the “Lease”), Owner has
leased to Bank, and Bank has leased from Owner, a portion of certain land and
improvements owned by Landlord and located at 100 French Creek Parkway,
Phoenixville, Pennsylvania 19460 more fully described on Exhibit A attached
hereto and made part hereof  (the “Land”).

    


    B. Owner
has agreed to grant to Bank a right of first refusal to purchase the Land and
improvements thereon under the terms and conditions set forth in this
Agreement.

    


    NOW
THEREFORE, in consideration of the mutual promises, covenants and terms herein
contained, the parties hereto, intending to be legally bound, agree as
follows:

    


    1. Grant of
Right of First Refusal.

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    


    (a) Owner
hereby grants Bank an exclusive right of first refusal (“Right of First
Refusal”) to purchase the Premises, subject to the terms of this
Agreement.

    


    (b) Owner
shall not agree to sell the Land or any improvements thereon, or any part
thereof, or any interest in any of the foregoing (such of the foregoing as may
be the subject of an a sale by Owner at any time of reference is referred to
herein as the “Premises”) until fifteen (15) days after Owner shall have
submitted to Bank a notice of Owner’s intention to so sell the premises (the
“Owner’s Notice”) together with a complete copy of a bona fide, firm, written
offer from the proposed purchaser setting forth all of the terms of the proposed
purchase, which offer shall be limited to the Premises and shall not include any
other property (a “Qualifying Third Party Offer”), and only if Bank shall not
have notified Owner in writing, within that 15 day period (the “Bank’s Notice”),
that Bank elects to exercise its right to purchase the Premises on the terms set
forth in the Qualifying Third Party Offer.  If the Bank fails to
exercise its option to purchase by sending the Bank’s Notice within the 15-day
period, the Owner shall be free to sell the Premises to the original offeror but
only on the terms of the Qualified Third Party Offer and, upon settlement on a
conveyance to such original offeror on the terms of the Qualified Third Party
Offer, this Agreement shall terminate as to the Premises so
conveyed.  However, if Owner fails to complete settlement with the
original offeror on the terms of the Qualified Third Party Offer within 6 months
after the expiration of the 15-day period for Bank to exercise its right, any
sale or conveyance of any portion of the Land or the improvements thereon or any
part thereof, or any interest in any of the foregoing, shall again be subject to
the Bank’s right of first refusal on these same terms.

    


    2. Exercise
of Right of First Refusal by Bank.  Immediately upon Bank’s
election to exercise the Right of First Refusal as set forth in Bank’s Notice,
and without any further action whatsoever on the part of either Bank or the
Owner, this Agreement shall be deemed to be an Agreement of Sale between Bank
and the Owner with respect to the Premises, effective as of the date of Bank’s
Notice, upon the terms and conditions set forth in the Qualified Third Party
Offer, subject however to the terms of this Agreement.  In the event
of a conflict between the terms of the Qualified Third Party Offer and this
Agreement, the terms more favorable to Bank shall control.

    


    3. Settlement.  Settlement
shall take place at the main office of Bank, on a date and time to be reasonably
acceptable to both parties, but in the event the parties cannot agree, at a
reasonable date and time to be selected by the Bank, in any event not more than
ninety (90) days following the date of Bank’s Notice.

    


    4. Condition
of Title.  Title to the Premises shall be (i) good and
marketable and free and clear of all liens, restrictions, easements,
encumbrances, leases, tenancies and other exceptions and title objections except
solely such as Bank shall confirm in writing prior to settlement that it is
willing to accept in its sole discretion, and (ii) at Bank’s option, insurable
as aforesaid at ordinary rates by a reputable title insurance company at its
ordinary rates.  In the event title does not satisfy the requirements
of this Section, Bank shall have the option of canceling settlement, in which
event neither of the parties shall have any further obligations to each other
hereunder, or of completing settlement and in such event Owner shall indemnify
and hold harmless and reimburse Bank upon demand for all liabilities, losses,
costs and expenses incurred by Bank either (i) as a result of, or (ii) to remove
and eliminate, any liens, restrictions, easements, encumbrances, leases,
tenancies and other exceptions and title objections that Bank shall not have
agreed in writing prior to settlement to accept.  The provisions of
this agreement to indemnify, hold harmless and reimburse shall survive
settlement and the modification or termination of this Agreement.

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    
 

    5. Provisions
with Respect to Settlement.

    


    (a) At
Settlement, the Owner shall deliver to the Bank or the Bank’s nominee or
assignee (i) a special warranty deed to the Premises, duly executed and
acknowledged by the Owner and in proper form for recording, (ii) actual sole and
exclusive physical possession of the Premises, (iii)  assignments of
any and all permits, licenses or agreements pertaining to the
Premises,  (iv) all certificates, licenses, warranties, surveys,
plans, building and engineering plans and specifications, engineering reports
and studies, environmental reports and studies, and other documents and records,
whether tangible or intangible, pertaining to the Premises; (v) such additional
affidavits, certificates of value and other documents as the title company may
require to complete settlement and insure the Bank’s title as contemplated
hereunder, and (vi) all keys to the buildings, improvements, equipment,
facilities and other locks on the Premises.

    


    (b) At
Settlement, Bank (or its nominee or assignee) shall deliver the purchase price
as specified in the Owner Notice.

    


    (c) The
respective obligations to deliver the deed and purchase price on the date of
Settlement in accordance with this Agreement are of the essence of the parties’
respective obligations under this Agreement.

    


    6. Taxes;
Apportionments.  All realty transfer taxes imposed on or in
connection with this transaction shall be divided equally between the
parties.  All other items customarily apportionable by and between
sellers and buyers of real estate in the locale of the Premises shall be
apportioned on a per diem basis as of the date of Settlement.

    


    7. Termination
of this Agreement.  This Agreement
shall terminate automatically without need of the recordation of any instrument
reflecting such termination, if the Lease terminates and the Owner shall not
have sent an Owner’s Notice prior to the date of such
termination.  Upon termination of this Agreement, Bank agrees, on
request of Owner, at Owner’s expense, to execute a recordable instrument, in
form and substance mutually and reasonably agreeable, confirming the fact of
such termination.

    


    8. Notices.  All notices,
requests and other communications under this Agreement shall be in writing and
shall be sent by personal delivery, overnight courier, facsimile (with receipt
confirmed) or by mailing the same by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

    


    
      	
              If
      to Owner:

            	
              Gateway
      Partnership, LLC

            
	 
      	
              100
      French Creek Parkway

            
	 
      	
              Phoenixville,
      PA 19460

            
	 
      	
              Attn:
      _______________________________

            
	 
      	
              Facsimile
      No.: (___) ___-____

            


       

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

       

      	 
      	 
      
	
              If
      to Bank:

            	
              New
      Century Bank

            
	 
      	
              513
      Kimberton Road

            
	 
      	
              Phoenixville,
      PA  19460

            
	 
      	
              Attn:

            	
              Kenneth
      B. Mumma

            
	 
      	 
      	
              Chairman
      & Chief Executive Officer

            
	 
      	
              Facsimile
      No.:

            	
              (610)
      935-9650

            


    

    


    or at
such other address of which the Owner or Bank shall have given notice as herein
provided.  All such notices, requests and other communications shall
be deemed to have been sufficiently given for all purposes upon confirmation of
receipt of facsimile, or upon deposit in the U.S. Mail or with courier, and may
be given on behalf of a party by its counsel.

    


    9. Binding
Effect; Successors and Assigns.  This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, successors and assigns.

    


    10. Recordation.  Concurrently
with the execution hereof the parties hereto shall record an executed original
counterpart of this Agreement in the Office for the Recording of Deeds and
Mortgages in and for Chester County, Pennsylvania and the parties agree to
cooperate at their respective expense to complete the same.

    


    11. Miscellaneous.

    


    (a) Costs and
Expenses.  Except as otherwise expressly provided herein, all
parties shall bear their own expenses in connection herewith.

    


    (b) Amendment, Modification and
Waiver.  The parties may amend or modify this Agreement in any
respect, provided that any such amendment or modification shall be in writing
executed by all of the parties hereto.  The waiver by a party of any
breach of any provision of this Agreement shall not constitute or operate as a
waiver of any other breach of such provision or of any other provision hereof,
nor shall any failure to enforce any provision hereof operate as a waiver of
such provision or of any other provision hereof.

    


    (c) Governing Law; Time of the
Essence.  This Agreement is made pursuant to, and shall be
construed and enforced in accordance with, the laws of the Commonwealth of
Pennsylvania (and United States federal law, to the extent applicable),
irrespective of the principal place of business, residence or domicile of the
parties hereto, and without giving effect to otherwise applicable principles of
conflicts of law.  Nothing in this Agreement shall prevent or delay
any party from seeking, in any court of competent jurisdiction, specific
performance or other equitable remedies in the event of any breach or intended
breach by any other party of his obligations hereunder.  Time is of
the essence of each obligation of each party herein.

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
 

    (d) Section Headings and Defined
Terms.  The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning and interpretation of
this Agreement.  The terms defined herein and in any agreement
executed in connection herewith include the plural as well as the singular and
the singular as well as the plural, and the use of masculine pronouns shall
include the feminine and neuter.  Except as otherwise indicated, all
agreements defined herein refer to the same as from time to time amended or
supplemented or the terms thereof waived or modified in accordance herewith and
therewith.

    


    (e) Severability.  The
invalidity or unenforceability of any particular provision, or part of any
provision, of this Agreement shall not affect the other provisions or parts
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions or parts were omitted.

    


    (f) Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original; and any person may become a party hereto by executing a
counterpart hereof, but all of such counterparts together shall be deemed to be
one and the same instrument.  It shall not be necessary in making
proof of this Agreement or any counterpart hereof to produce or account for any
of the other counterparts.

    


    (g) Entire
Agreement.  This Agreement, together with the exhibits and
documents referred to herein or delivered pursuant hereto, constitute the entire
agreement between the parties hereto with respect to the transaction
contemplated hereby and supersedes all prior agreements and
understandings.  The submission of a draft of this Agreement or
portions or summaries thereof does not constitute an offer to purchase or sell
any property, it being understood and agreed that none of the parties shall be
legally obligated with respect to such a transaction or to any other terms or
conditions set forth in such draft or portion or summary unless and until this
Agreement has been duly executed and delivered by all parties.

    


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

    


    
      	 
      	
              Owner:

            	
              GATEWAY
      PARTNERSHIP, LLC

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              ______________________________

            
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Bank:

            	
              NEW
      CENTURY BANK

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
               ____________________________

            
	 
      	
              Name:

            	
              James
      W. McKeighan, III

            
	 
      	
              Title:

            	
               President

            


    

     

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    
 

    


    


    
      	
              COMMONWEALTH
      OF PENNSYLVANIA

            	
              :

            
	 
      	
              :
      SS.

            
	
              COUNTY
      OF

            	
              :

            


    

    


    On this,
the ____ day of ___________, 2007, before me the undersigned officer, a Notary
Public in and for the state and county aforesaid, personally appeared
__________________________ who acknowledged him/herself to be
the  __________________ of GATEWAY PARTNERSHIP, LLC, a limited
liability company, and that he/she, as said officer, being authorized to do so,
executed the foregoing instrument on behalf of the limited liability company for
the purposes therein contained by signing the name of the limited liability
company by him/herself as such official.

    


    IN
WITNESS WHEREOF, I have set my hand and official seal.

    


    


    
      	
              [Notarial
      Seal]

            	
              _________________________________

            
	 
      	
              Notary
      Public

            


    

    


    My
Commission expires:

    


    


    


    
      	
              COMMONWEALTH
      OF PENNSYLVANIA

            	
              :

            
	 
      	
              :
      SS.

            
	
              COUNTY
      OF

            	
              :

            


    

    


    On this,
the ____ day of ___________, 2007, before me the undersigned officer, a Notary
Public in and for the state and county aforesaid, personally appeared
__________________________ who acknowledged him/herself to be
the  __________________ of NEW CENTURY BANK, and that he/she, as said
officer, being authorized to do so, executed the foregoing instrument on behalf
of the limited liability company for the purposes therein contained by signing
the name of the limited liability company by him/herself as such
official.

    


    IN
WITNESS WHEREOF, I have set my hand and official seal.

    


    


    
      	
              [Notarial
      Seal]

            	
              _________________________________

            
	 
      	
              Notary
      Public

            


    

    


    My
Commission expires:

    


    35