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                                  EXHIBIT 10(a)

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                             OFFICE LEASE AGREEMENT



                                 BY AND BETWEEN



                            19 SENTRY WEST PARTNERS,
                       A PENNSYLVANIA GENERAL PARTNERSHIP
                                  ("LANDLORD")


                                       AND


                          MADISON BANCSHARES GROUP, LTD
                           A PENNSYLVANIA CORPORATION
                                   ("TENANT")



                      LEASE DATED:        February 5, 2002

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                                    INDEX

PARAGRAPH    HEADING
---------    -------
     1.      PARTIES
     2.      PREMISES, TERM, RENT AND USE
     3.      SECURITY DEPOSIT
     4.      ANNUAL ADJUSTMENT OF MINIMUM RENT
     5.      POSSESSION
     6.      AFFIRMATIVE COVENANTS OF TENANT
     7.      HOLDOVER
     8.      ASSIGNMENT AND/OR SUBLET
     9.      NEGATIVE COVENANTS OF TENANT
    10.      SERVICES
    11.      LANDLORD'S RIGHT TO ENTER
    12.      RELEASE OF LANDLORD
    13.      INSURANCE
    14.      FIRE OR OTHER CASUALTY
    15.      ADDITIONAL RENT
    16.      TENANT DEFAULT
    17.      SUBORDINATION
    18.      ASSIGNMENT OR SALE BY LANDLORD
    19.      ATTORNMENT
    20.      ESTOPPEL LETTER
    21.      CONDEMNATION
    22.      NOTICES
    23.      QUIET ENJOYMENT
    23.      RELOCATION
    25.      BINDING EFFECT
    26.      UNRELATED BUSINESS TAXABLE INCOME
    27.      TERMINATION OF LEASE BY EXPIRATION OF TERM
    28.      MISCELLANEOUS TAXES
    29.      LIENS
    30.      SEVERABILITY
    31.      CAPTIONS
    32.      BROKER
    33.      ENTIRE AGREEMENT



                                    EXHIBITS

"A"      COMMENCEMENT MEMORANDUM
"B"      WORKLETTER AGREEMENT
"C"      TENANT SPACE PLAN

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                             OFFICE LEASE AGREEMENT

                      MADE THIS 5TH DAY OF FEBRUARY  , 2002.

1.       PARTIES

         1.1  Landlord:                      19 SENTRY WEST PARTNERS,
                                             A Pennsylvania General Partnership

         Having its business offices at:     1750 Walton Road
                                             P. O. Box 1650
                                             Blue Bell, PA 19422


         1.2  Tenant:                        MADISON BANCSHARES GROUP, LTD
                                             a Pennsylvania Corporation

         Having it's business offices at:    19 Sentry Park West
                                             1767 Sentry Parkway West
                                             Blue Bell, PA   19422

2.       PREMISES, TERM, RENT AND USE

         2.1  Landlord hereby leases to Tenant, and Tenant hereby rents from
Landlord, all that certain office space containing approximately 6,149 rentable
square feet, which is situated on the 1ST & 2ND floors and designated Suites
120, 130, 210 in the Building known as 19 SENTRY PARK WEST and numbered as 1767
SENTRY PARKWAY WEST, BLUE BELL, PA 19422 ("Premises"), together with the right
to use, on a nonexclusive basis and in common with the other tenants of the
Building, the Common Facilities of the Building as hereinafter defined in
paragraph 6.5.

         2.2  Tenant agrees to rent said Premises subject to the following
conditions:

                  (a) Subject to the provisions of paragraph 5.1, the Lease term
shall be 48 months commencing on MARCH 1, 2002 ("Commencement Date") and ending
on FEBRUARY 28, 2006 ("Termination Date").

                  (b) IF THE DATE THAT THE PREMISES IS "READY FOR OCCUPANCY" (AS
DEFINED IN PARAGRAPH 5.1 HEREOF) IS AFTER THE COMMENCEMENT DATE AS SET FORTH IN
PARAGRAPH 2.2a HEREOF, THE TERM OF THIS LEASE SHALL BE INCREASED OR EXTENDED BY
THE NUMBER OF DAYS FROM THE DATE THE PREMISES ARE READY FOR OCCUPANCY UNTIL THE
END OF THE CALENDAR MONTH IN WHICH THE READY FOR OCCUPANCY DATE OCCURS
(HEREINAFTER REFERRED TO AS "COMMENCEMENT MONTH") in which event the First Lease
Year shall be deemed to end on the last day of the Commencement Month in the
following calendar year. Each subsequent Lease Year shall end on the anniversary
date of the last day of the First Lease Year. When the Commencement Date of this
Lease shall be established, the parties hereto shall execute a memorandum
confirming such Commencement Date, which memorandum shall be in the form as
attached hereto as Exhibit "A" and when fully executed by Landlord and Tenant
shall be attached to and form a part of this Lease. Tenant's failure or refusal
to execute EXHIBIT "A" shall constitute a default hereunder.

         2.3  Tenant covenants and agrees that it shall pay to Landlord a
"Minimum Annual Rent" for the Premises as follows:

                  a) The Minimum Annual Rent payable for the First Lease Year
and subsequent Lease years shall be ONE HUNDRED SEVENTY-ONE THOUSAND FOUR
HUNDRED NINETY-FIVE----- XX/100 DOLLARS ($171,495.00), payable in equal monthly
installments of FOURTEEN THOUSAND TWO HUNDRED NINETY-ONE --- 25/100 DOLLARS
($14,291.25).

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                  d) The Minimum Monthly Rent payable by Tenant hereunder shall
be paid by Tenant to Landlord without notice through out the term of this Lease,
and any renewals or extensions thereof, in accordance with paragraph 6.1.

         2.4  Tenant shall occupy the Premises throughout the Term, and shall
use the same for and only for administrative or professional office(s), and
Tenant shall make no other use of the Premises without Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed.

5.       POSSESSION

         5.1  Landlord shall prepare the Premises for occupancy by the Tenant on
the Commencement Date hereof in accordance with the Work Letter Agreement and
Tenant Space Plan attached hereto as EXHIBITS "B" AND "C" respectively. The
Premises shall be deemed "Ready For Occupancy" if the fit-out required by and
set forth on EXHIBITS "B" AND "C" has been substantially and materially
completed by Landlord, or its contractor, such that Tenant could reasonably
conduct business therein and any unfinished items have been reduced to a "Punch
List". If the Premises are not Ready For Occupancy by the Commencement Date
hereof, Landlord shall not be subject to any liability or penalty. Under such
circumstance, the Commencement Date, and Tenant's obligation with respect to the
payment of the Minimum Rent, shall be postponed until and established as of, the
actual day the Premises are Ready For Occupancy as defined herein. The
Termination Date hereof shall be adjusted in accordance with Paragraph 2.2(b).
Failure to give possession on the Commencement Date shall not in any other way
affect the validity of this Lease or Tenant's obligation hereunder.

         5.2  In the event a delay in Tenant possession is caused by Tenant's
failure to supply Landlord with: (a) a fully executed Lease and b) a finalized
and approved Tenant Space Plan including completed material and finish
selections from material in stock and ready for delivery at least fourteen (14)
weeks prior to the Commencement Date hereof or in the event a delay in
possession is caused by changes made by Tenant to the previously approved
material selections and/or Tenant Space Plan, then the Tenant's obligation to
pay rent shall begin as of the original Commencement Date regardless of when the
Premises are Ready for Possession.

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6.       AFFIRMATIVE COVENANTS OF TENANT

Tenant covenants and agrees that it will without demand:

         6.1  Payment of Rent

         Pay the monthly rent in advance by the first day of each calendar month
and all other charges herein reserved as rent on the days and times the same are
made payable without fail, and without set-off, deduction or counter-claim. Rent
is to be paid to the Landlord at Property Manager's office at the address stated
in paragraph 22 or at such other address as directed from time to time by the
Landlord in writing. Tenant shall pay a late charge of ten percent (10%) on each
dollar of rent, or any other sum collectible as rent, or any other sum
collectible as rent under this Lease, not paid within ten (10) calendar days
after the same is due. If Landlord shall at any time or times accept said rent
or rent charges after the same shall have become due and payable, such
acceptance shall not excuse delay upon subsequent occasions, or constitute, or
be construed as a waiver of any of the Landlord's rights. Tenant agrees that any
charge or payment herein reserved, included or agreed to be treated or collected
as rent may be proceeded for and recovered by Landlord in the same manner as
rent due and in arrears.

         6.2  Requirements of Public Authorities

         Comply with, at Tenant's sole cost and expense, all requirements of any
of the public authorities and with the terms of any State or Federal statute or
local ordinance or regulation applicable to Tenant ar in its use of the
Premises, and save Landlord harmless from all penalties, fines, costs or damages
resulting from Tenant's failure to do so.

         6.3  Rules and Regulations

         Comply with all reasonable rules and regulations, from time to time
made by Landlord for the safety, care, upkeep and cleanliness of the Premises,
and/or the Building and grounds of which it is part, and/or for the comfort,
quiet and convenience of all the occupants or tenants of the Building, provided
such rules and regulations are uniformly applied to all tenants of the Building
and are provided to Tenant in advance. Tenant agrees that such rules and
regulations shall, when written notice thereof is given to Tenant, form a part
of this Lease. The Tenant agrees to comply with the following rules and
regulations and with such reasonable modifications thereof and additions thereto
as the Landlord may hereafter from time to time make for the Building of which
the Premises forms a part. The Landlord shall not be responsible for the
non-observance by any other tenant of any of said rules and regulations:

                  a) The Tenant shall not exhibit, sell or offer for sale on the
Premises or in the Building any article or thing except those articles and
things essentially connected with the stated use of the Premises by the Tenant
without the prior written consent of the Landlord. The Premises shall not be
used for the manufacture, storage or sale at auction of any merchandise or goods
or tangible property of any kind without the specific written approval of
Landlord.

                  b) The Tenant will not make or permit to be made any use of
the Premises or any part thereof which would violate any of the covenants,
agreements, terms, provisions and conditions of this Lease or which directly or
indirectly is forbidden by public law, ordinance or governmental regulation or
which may be dangerous to life, limb or property, or which may invalidate or
increase the premium cost of any policy of insurance carried on the Building or
covering its operation, or which will suffer or permit the Premises or any part
thereof to be used in any manner or anything to be brought into or kept therein
which, in the judgment of Landlord, reasonably exercised, shall in any way
impair or tend to impair the character, reputation or appearance of the Building
as a high quality office building or which will impair or interfere with or tend
to impair or interfere with any of the services performed by Landlord for the
Building.

                  c) No additional locks or similar devices shall be attached to
any door or window without Landlord's prior written consent. No keys for any
door other than those provided by the Landlord shall be made. If more than two
keys for one lock are desired, the Landlord will provide the same upon payment
by the Tenant. All keys must be returned to the Landlord at the expiration or
termination of this Lease.

                  d) All persons entering or leaving the Building after hours on
Monday through Friday, or at any time on Saturdays, Sundays or holidays, may be
required to do so under such regulations as the Landlord may impose. The
Landlord may exclude or expel any peddler.

                  e) The Tenant shall not overload any floor. The Landlord may
reasonably direct the time and manner of delivery, routing and removal and the
location of safes and other heavy articles.

                  f) Unless the Landlord gives advance written consent, the
Tenant shall not install or operate any steam or internal combustion engine,
boiler, machinery, refrigerating or heating device or air conditioning apparatus
in or about the Premises, or carry on any mechanical business therein or use the
Premises for housing accommodations or lodging or sleeping purposes or do any
cooking therein, or use any illumination other than electric light, or use or
permit to be brought into the Building any inflammable fluids such as gasoline,
kerosene, naphtha, and benzene, or any explosives, radioactive materials or
other articles deemed hazardous to life, limb or property, no bicycles,
vehicles, or animals of any kind shall be brought into or kept in the Premises
excepting seeing eye dogs. Tenant or its employees shall not utilize any type of
space heater in the Premises without the prior written approval of the Landlord.
The Tenant shall not use the Premises for any illegal purpose.

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                  g) The Tenant shall cooperate fully with the Landlord to
assure the effective operation of the Building's air conditioning system,
including the closing of venetian blinds or drapes, and if windows are operable
to keep them closed when the air conditioning system is in use and not to permit
any of Tenant's employees, agents or invitees to throw anything out of the
windows.

                  h) The sidewalks, halls, passages, exits, entrances,
elevators, and stairways shall not be obstructed by the Tenant or used for any
purpose other than for ingress to and egress from its Premises. The halls,
passages, exits, entrances, elevators, stairways and roof are not for the use of
the general public and the Landlord shall in all cases retain the right to
control and prevent access thereto by all persons whose presence, in the
judgment of the Landlord, shall be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
the Tenant normally deals in the ordinary course of Tenant's business unless
such persons are engaged in illegal activities. No Tenant and no employees or
invitees of any Tenant shall go upon the roof or mechanical floors of the
Building.

                  i) Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner reasonably offensive or reasonably
objectionable to the Landlord or other occupants of the Building by reason of
noise, (whether by the use of musical instruments, radios, tapes, records,
whistling, singing, or by any other way) odors and/or vibrations, or interfere
in any way with other tenants or those having business therein, nor shall any
animals or birds be brought in or kept in or about the Premises or the Building.
Tenant shall not cause or permit any unusual noxious or objectionable odors to
originate from the Premises.

                  j) Tenant shall see that the doors and windows, if operable,
of the Premises are closed and securely locked before leaving the Building and
must observe strict care and caution that all water faucets or water apparatus
are entirely shut off before Tenant or Tenant's employees leave the Building and
that substantially all electricity shall likewise be carefully shut off as may
be practicable so as to prevent waste or damage, and for any default or
carelessness Tenant shall make good all injuries or losses sustained by other
tenants or occupants of the Building or Landlord.

                  In addition to all other liabilities for breach of any
covenant of this paragraph 6.3, the Tenant shall pay to the Landlord an amount
equal to any increase in insurance premiums payable by the Landlord caused by
such breach by Tenant.

         6.4  Notification of Accident, Etc.
         Give to Landlord written notice of any accident, fire or damage
occurring on or to the Premises within twenty-four (24) hours of Tenant's
knowledge of such occurrence.

         6.5  Condition of Premises

         As used herein Premises shall be deemed to mean those areas used
exclusively by Tenant and "Common Facilities" are hereby defined to include the
lawns, shrubbery, curbs, sidewalks, parking areas, entranceway, lavatories,
elevators, interior foyers or lobbies, hallways, and stairtowers of the
Building. Tenant shall during the term of this Lease keep the Premises in good
order and condition, ordinary wear ad tear excepted; and toward that purpose
Tenant will promptly make all necessary repairs and replacements to the areas
used exclusively by Tenant. Without limited the foregoing Landlord may at its
discretion, and without any duty to do so, make any necessary repairs or
restoration. Landlord at Landlord's expense shall keep in good order and safe
condition, and shall promptly repair, the Common Facilities, the structural
portions of the Building (which are hereby defined as the structural parts of
the roof, floor slab, foundation, load bearing members, trusses and joists), the
interior and exterior walls (exclusive of Tenant's partitions and demising
walls), windows, and the mechanical, electrical, HVAC, and plumbing systems and
equipment of the Building and the Premises, except where the damage or repair
has been made necessary by the misuse, act or neglect by Tenant or Tenant's
agents, employees, and invitees, in which event Landlord shall nevertheless make
the repair but Tenant shall pay to Landlord, as additional rent immediately upon
written demand the reasonable costs therefore.

7.       HOLDOVER

Tenant shall peaceably deliver up and surrender possession of the Premises to
Landlord at the expiration or sooner termination of this Lease and promptly
deliver to Landlord at its office all keys for the Premises. If the Tenant
retains possession of the Premises or any part thereof after the termination of
the term, the Tenant shall pay the Landlord Rent at double the monthly rent
specified in paragraph 2.3 (and as increased in accordance with paragraph 4) for
the time the Tenant thus remains in possession and, in addition thereto, shall
pay the Landlord for all damages, consequential as well as direct, sustained by
reason of the Tenant's retention of possession. If the Tenant remains in
possession of the Premises, or an part thereof after the termination of the
term, such holder shall, at the election of the Landlord expressed in a written
notice to the Tenant and not otherwise, constitute a renewal of this Lease for
one year. The provisions of this paragraph 7 do not exclude the Landlord's
rights of re-entry or any other right hereunder.

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8.       ASSIGNMENT AND/OR SUBLET

         8.1  Tenant shall not, without Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed (i) assign, convey,
mortgage, pledge, encumber, or otherwise transfer (whether voluntarily or
otherwise) this Lease or any interest under it, (ii) allow any transfer thereof
or any lien upon Tenant's interest by operation of Law, (iii) sublet the
Premises or any part thereof, or (iv) permit the use or occupancy of the
Premises or any part thereof by anyone other than Tenant.

         8.2  Notwithstanding anything herein to the contrary, if Tenant desires
to sublet or assign this Lease with respect to all or part of the Premises,
Tenant shall notify Landlord in writing ("Assignment Notice") of the identity of
the proposed sublessee or assignee, the terms of the proposed subletting or
assignment and the area proposed to be sublet or covered by the assignment and
shall give Landlord the option to:

                  (a)      sublet from Tenant such space at the same rent as
Tenant is required to pay under the Lease;
                  (b)      terminate this Lease with respect to the assignment
or sublet space; or

                  (c)      consent to the assignment or subletting of the
space;or
                  (d)      withhold consent to the assignment or sublet.

         Tenant specifically agrees, however, that no assignment or sublet shall
be consented to by Landlord unless Tenant is not in default of any of the terms
of this Lease beyond the expiration of any applicable notice or grace period;
the assignee or sublessee shall actually occupy the Premises; Tenant agrees in
writing to remain jointly and severally liable for all of the terms covenants
and conditions of this Lease; and it is agreed that any rent charged by Tenant
to a subtenant that is over and above the rent paid to Landlord by the terms of
this Lease shall be shared equally by Landlord and Tenant.

         8.3  Any of Landlord's options hereunder shall be exercised in writing
within thirty (30) days of Landlord's receipt of Tenant's Assignment Notice. If
Landlord fails to exercise any of its options within the aforesaid thirty (30)
day period, Landlord shall be deemed to have consented to the assignment and/or
sublet.

         8.4  If the assignment or sublet space does not constitute the entire
Premises and Landlord exercises its option to terminate this Lease for that
portion thereof, this Lease shall remain in full force and effect, except that
the monthly rental shall be reduced by a percentage equal to the percentage of
which the terminated area represents of the entire Premises.

         8.5  In the event Landlord exercises its option to sublet the subject
space, the subletting shall be on such terms and conditions as contained in this
Lease to the extent applicable, except that Landlord shall have the
unconditional right to re-sublet or reassign the subject space to another party.

         8.6  If Landlord consents to an assignment or sublet or is deemed to
have consented to same, Tenant shall, within thirty (30) days thereof, provide
Landlord with a copy of the fully executed assignment or sublease agreement,
which agreement shall include provisions which obligates Tenant and such
sublessee or assignee to be jointly and severally liable to Landlord for all
terms and conditions contained in this Lease. Should Tenant fail to produce same
within thirty (30) days, then Landlord's consent shall be null and void and
Tenant shall remain solely responsible for all terms and conditions of this
Lease as though Tenant's Assignment Notice had never been received by Landlord.

         8.7  Landlord's consent to an assignment or sublet shall not be
construed as consent to any subsequent assignment or sublet, and each such
subsequent assignment or sublet shall require an Assignment Notice and
Landlord's consent as outlined herein. Nor shall Landlord's acceptance of a
rental payment from an assignee or sublessee be construed as consent thereto if
Landlord has not expressly consented thereto in writing.

         8.8  Tenant agrees to pay to Landlord reasonable costs including
attorney's fees, incurred by Landlord in connection with review of any request
by Tenant for Landlord's consent to an assignment or sublet. The maximum charge
to Tenant for such review shall be Five Hundred Dollars ($500.00).

9.       NEGATIVE COVENANTS OF TENANT

Tenant covenants and agrees it will do none of the following (i.e, paragraphs
9.1 through 9.8 inclusive) without the prior written consent of Landlord:

         9.1  Signage

         Place or paint any signs on the Premises or anywhere on or in the
Building of which the Premises forms a part, or place any curtains, blinds,
shades, awnings, aerials, banners or flags, or the like (hereinafter
collectively referred to as "Signs"), in the Premises or anywhere on or in the
Building visible from outside the Premises. Landlord reserves the absolute
right, in its sole discretion, to disapprove any Signs on aesthetic grounds
including size, type, location and/or quality. Tenant shall pay the expenses
involved in erection of any Signs and obtaining a permit therefor. Tenant
warrants that it shall obtain all necessary permits prior to erecting any such
Signs and that Tenant shall remove said Signs or the like, on termination of
this Lease and promptly restore any damage caused by the installation and/or
removal thereof. The listing of any name other than that of Tenant, whether on
such Signs or the Building directory, or otherwise, shall not operate to vest
any right or interest in this Lease or in the Premises or be deemed to be the
written consent of Landlord mentioned in paragraph 8.3, it being expressly
understood that any such listing is a privilege extended by Landlord revocable
at will by written notice to Tenant.

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         9.2  Alterations to Premises

         Make any alterations, improvements, or additions to the Premises. In
the event Tenant desires to make any alterations, improvements or additions,
Tenant shall First submit to Landlord plans and significations therefor and
obtain Landlord's written approval thereof prior to commencing any such work.
All alterations, improvements, or additions or fixtures whether installed before
or after the execution of this Lease shall remain upon the Premises at the
expiration or sooner termination of this Lease and become the property of
Landlord without compensation to Tenant (excepting only Tenant's moveable office
furniture, trade fixtures, office and professional equipment), unless Landlord
shall, prior to the Termination Date of this Lease, have given written notice to
Tenant to remove the same, in which event Tenant shall remove such alterations,
improvements and additions or fixtures, and restore the Premises to the same
good order and condition in which they were upon initial occupancy. Should
Tenant fail to do so, Landlord may, at Landlord's option, restore the Premises
and collect the complete cost and expense therefor from Tenant as additional
rent.

         9.3  Machinery and Equipment

         Use, operate or maintain any machinery, equipment or Fixture that, in
Landlord's opinion, is harmful to the Building and appurtenances of which the
Premises are a part or is disturbing to other tenants occupying any other part
thereof.

         9.4  Weights

         Place any weights in any portion of the Premises beyond the safe
carrying capacity of the Building.

         9.5  Fire Hazard

         Do or cause to be done any act objectionable to the fire insurance
companies whereby the fire insurance or any other insurance now in force or
hereafter to be placed on the Premises or on the Building shall become void or
suspended, or whereby the same shall be rated as a more hazardous risk than at
the date of execution of this Lease; or have any highly flammable, volatile or
explosive matter of any kind in or about the Premises. In case of a breach of
this covenant (in addition to all other remedies herein given to Landlord),
Tenant agrees to pay to Landlord as additional rent any and all increase or
increases of premiums on insurance reasonably carried by Landlord on the
Premises, or on the Building and appurtenant land caused in any way by the
occupancy of Tenant.

         9.6  Congestion

         Shall not permit the Premises to be used or occupied in a congested
manner. The number of people that shall use or occupy the Premises shall be
reasonable for the size of the Premises taking into consideration the safety of
the occupants, the burden that an unreasonable number of occupants will place
upon the electricity, heating and air conditioning equipment, the congestion
that would result in the common facilities of the Building and its
appurtenance(s) such as hallways, washrooms, parking lot, etc. If in Landlord's
opinion reasonably exercised the Premises are being used or occupied by more
people than is reasonable, Tenant agrees to reduce the number thereof upon
written demand of Landlord to the number that Landlord reasonably determines to
be reasonable for the Premises.

         9.7  Removal of Goods

         Remove, attempt to remove or manifest an intention to remove Tenant's
goods or property from or out of the Premises otherwise than in the ordinary and
usual course of business, without having first paid and satisfied Landlord for
all rent which may become due during the entire term of this Lease, in addition
to all sums denominated as additional rent under this Lease.

         9.8  Toxic or Hazardous Material

         Use, store or dispose of any toxic or hazardous material or substance,
as defined by any local, state or federal law or regulation, in or around the
Premises. As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material or waste (including, without limitation, asbestos)
which, now or in the future, is determined by any state, federal or local
governmental authority to be capable of posing a risk of injury to health,
safety or property and/or the use and/or disposal of which is regulated by any
governmental authority. If the Premises, or any equipment, trade Fixtures or
other mechanical apparatus therein, contains any Hazardous Material which was
installed or placed therein by Tenant, Landlord, at its election, shall have the
right to (i) cause Tenant to remove and properly dispose of same, all at
Tenant's sole cost and after Landlord approves Tenant's removal and disposal
plan which shall be submitted to Landlord in writing, or (ii) perform the
removal and disposal thereof itself, in which event Tenant shall reimburse
Landlord, on written demand, for the cost incurred by Landlord in doing so
including the securing of all applicable certifications. Tenant shall not cause
or permit any Hazardous Material to be brought upon, kept or used in or about
the Premises by Tenant, its agents, employees, contractors or invitees.

10.      SERVICES

The following services and facilities shall be supplied by Landlord at no
additional cost to Tenant (except for the payment of electricity used or
consumed by Tenant in or for the Premises as set forth in paragraph 10.3) in
connection with Tenant's use of the Premises, in common with other tenants of
the Building of which the Premises are a part.

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         10.1 Parking

         Tenant shall be entitled to park, on a nonexclusive basis and in common
with the other tenants of the Building, in the parking facilities provided for
tenants of the Building. Tenant shall not overburden the parking facilities and
agrees to cooperate with Landlord and other tenants in the use of the parking
facilities. Landlord reserves the right to reasonably determine whether the
parking facilities are becoming crowded, and in such event to allocate parking
spaces among tenants or to otherwise limit the number of parking spaces
available for use by Tenant, its employees and invitees. The parking facilities
and exterior common areas shall not be obstructed by Tenant or used by Tenant
for any purposes other than parking of motor vehicles and ingress and egress
from and to Tenant's Premises. Tenant's employees, agents, invitees and
licensees shall not be permitted to park or store on the grounds of the Building
any commercial vehicle or storage vehicle. Tenant shall observe, and use only
for its designated purpose, and shall cause its employees, agents, invitees and
licensees to observe and use only for their designated purpose all handicap
parking spaces, loading zones and fire lanes as established by the Landlord from
time to time.

         10.2 Trash and Janitorial Service

         Landlord shall retain a contractor or agent for the removal of trash
and a contractor or agent for janitorial services. Should Tenant during the
course of its use of the Premises produce excessive trash, litter or dirt such
that Landlord incurs extra charges for trash and/or janitorial services beyond
those charges normally incurred by a similar building, then Tenant upon
Landlord's request shall reimburse Landlord for all such excess costs.

         10.3 Electricity

         Landlord shall supply the Premises with reasonable electric service for
heat, air conditioning, lighting and power to operate Tenant's business machines
and equipment. Landlord shall furnish and install a meter to measure Tenant's
electric usage and Tenant shall pay the utility company direct for such usage.
Landlord shall not have any responsibility or liability to Tenant for any
failure, any fluctuation or any surge of electrical power or capacity as
provided by or caused by the utility company supplying same.

         10.4 Elevator Service

         Landlord shall provide elevator service during the normal hours of
Building operation which is hereby defined to be between the hours of 8:00 AM to
6:00 PM, Monday through Friday, excluding legal holidays such as New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
All Tenant move-ins or move-outs shall not be permitted during normal business
hours except with the prior written consent of Landlord or its Property Manager.

         10.5 Interruption of Services

         Landlord shall have no responsibility or liability to Tenant, nor shall
there be any abatement in rent for ny failure to supply any of said services and
facilities that Landlord has agreed to supply hereunder or for any period said
services and facilities are out of order, undergoing repair or are disrupted by
labor disorders, strikes, accidents or other causes beyond Landlord's control.

11.      LANDLORD'S RIGHT TO ENTER

Tenant shall permit Landlord, Landlord's agents, or any person authorized by
Landlord to inspect the Premises at any time, and to enter the Premises for the
purposes of cleaning and, if Landlord shall so elect, for making reasonable
alterations, improvements or repairs to the Building or for any reasonable
purpose in connection with the operation and maintenance of the Building
including showing the Premises to prospective tenants.

12.      RELEASE OF LANDLORD

Tenant agrees to be responsible for and to indemnify and hold Landlord harmless
from any and all costs, including attorney fees, and/or liability by reason of
any injury, loss, damage to any person or property in the Premises or the
Building of which the Premises are a part, whether the same be due to fire,
breakage, leakage, water flow, gas, failure of water supply or light or power or
electricity, wind, lightning, storm, or any other cause whatsoever, whether the
loss, injury or damage be to the person or property of Tenant or any other
person.

13.      INSURANCE

Tenant, at its own cost and expense, will provide and keep in force during the
term of this Lease, comprehensive general liability insurance with a combined
single limit of One Million Dollars ($1,000,000) covering the Premises. Tenant
shall also provide and keep in force a fire and hazard policy in an amount
sufficient to cover the replacement cost of all of Tenant's contents and
property kept on the Premises. Tenant's fire and hazard insurance shall contain
an endorsement denying the insurer any right of subrogation against Landlord.
All policies shall name Landlord as additional named insured and provide for at
least thirty (30) days written notice to Landlord before cancellation or
material change. Landlord shall be provided with a Certificate of Insurance as
evidence of said coverage prior to the Commencement Date of this Lease and
Tenant's occupancy of the Premises, and Tenant shall promptly furnish Landlord
with a renewal Certificate of Insurance on or before the date of expiration of
the then current Certificate of Insurance.

<Page>

14.      FIRE OR OTHER CASUALTY

         14.1 If during the term of this Lease or any renewal or extension
thereof, the Premises or the Building are totally destroyed or so damaged by
fire or other casualty not occurring through the fault or negligence of Tenant
or those employed by or acting for Tenant and the same cannot be repaired or
restored within one hundred twenty (120) calendar days from the date of the
occurrence of such damage, or if such damage or casualty is not included in the
risks covered by Landlord's fire insurance with the usual extended coverage,
then this Lease shall absolutely cease and terminate and the rent shall abate
for the balance of the term. In such case, Tenant shall pay the rent apportioned
to the date of damage and Landlord may enter upon and repossess the Premises
without further notice and with the right to break in and take possession.

         14.2 If the damage caused as above be only partial, Landlord may
exercise either of the following options:

                  (a) If the repair of such partial destruction can be made with
Landlord's insurance proceeds, Landlord shall have the option to restore the
Premises for that purpose and the rent shall be apportioned during the time
Landlord is in possession, taking into account the proportion of the Premises
rendered untenantable and the duration of Landlord's possession; if a dispute
arises as to the amount of rent due under this clause, Tenant agrees to pay in
escrow with Madison Bank (or a successor reasonably acceptable by Landlord and
Tenant) the full amount claimed by Landlord and Tenant shall have the right to
proceed by law to recover the excess payment, if any; or

                  (b) In the event of said partial destruction, Landlord shall
have the option to terminate this Lease by giving written notice of such
termination to Tenant within sixty (60) days after said partial destruction; and
upon giving of such notice, the Lease shall expire immediately, and the Tenant
shall vacate the Premises.

         14.3 If the damage caused as above is only slight, such that Tenant can
continue to reasonably conduct business in the entire Premises, Landlord shall
repair whatever portion, if any, of the Premises that may have been damaged by
fire or other casualty and the rent accrued or accruing shall not be apportioned
or suspended.

         14.4 If said damage by fire or other casualty was caused by the gross
negligence or willful misconduct of Tenant or its agents, employees or invitee,
Tenant shall not be entitled to any abatement or apportionment of the rent.

15.      ADDITIONAL RENT

Tenant agrees to pay to Landlord as rent, in addition to the minimum rental
herein reserved, any and all sums which may become due under this Lease by
reasons of any and all covenants of this Lease or by reasons of any default or
failure on Tenant's part to comply with any and all of the covenants of this
Lease, and also any and all damages to the Premises caused by any act or neglect
of Tenant, its contractors, agents or employees.

16.      TENANT DEFAULT
         16.1 If Tenant:
                  (a) Does not pay in full when due any and all
installments of rent and/or any other charges or payment herein reserved,
included, or agreed to be treated or collected as rent; or

                  (b) Violates or fails to perform or otherwise breaks any
covenant or agreement herein contained; or
                  (c) Vacates the Premises or removes or attempts to remove or
manifests an intention to remove all of Tenant's goods or property therefrom
otherwise than in the ordinary and usual course of business or an assignment or
subletting without having first paid and satisfied Landlord in full for all rent
and other charges, expenses and costs then due or that may thereafter become due
until the expiration of the term; or

                  (d) Makes an assignment for the benefit of creditors; or files
a voluntary petition under any bankruptcy or insolvency law; or if an
involuntary petition alleging an act of bankruptcy or insolvency is filed
against Tenant (and not discharged within sixty (60) days); or whenever the
Tenant permits or otherwise suffers this Lease to be taken under any writ of
execution; or if this Lease passes to or devolves upon, by law or otherwise, to
one other than Tenant; or

                  (e) Makes any assignment or sublet of this Lease which is not
in accord with the terms and conditions of the assignment provisions of this
Lease.

In any of the events hereinabove set forth there shall be deemed to be a breach
of this Lease and thereupon ipso facto and without written notice, except as set
forth in paragraph 16.2, or other reasonable action by Landlord, at the sole
option of the Landlord, Landlord shall have the right and privilege to pursue
the remedies set forth in paragraphs 16.3,16.4,16.5,16.6,16.7 and/or 16.8.

         16.2 Time to Remedy Default

Landlord shall have no right to exercise any remedy for default by Tenant and
Tenant shall not be, or be deemed to be, in default hereunder unless and until
Landlord shall send to Tenant written notice of any default specifying the
default, and

                  a) If the default is in payment of money, unless Tenant fails
to remedy the default within five (5) calendar days after said notice is
received, or

<Page>

                  b) If the default is other than in payment of money, unless
Tenant fails to begin to cure the default within twenty (20) calendar days
following receipt of said notice and proceeds expeditiously, continuously and
diligently to cure the default.

         16.3 Landlord's Remedies

         The occurrence of any of the events listed in paragraph 16.1 above
shall be deemed a breach of this Lease and without further notice to Tenant,
except as set forth in paragraph 16.2, Landlord shall have the following
remedies available to it to the extent permitted by law:

                  (a) The rent for the entire unexpired balance of the term of
this Lease as well as other charges, costs and expenses agreed to herein shall
immediately become due and payable and in arrears; and/or

                  (b) Landlord, or anyone acting on Landlord's behalf at
Landlord's option, may without written notice or demand enter the Premises and
take possession of and sell all goods and chattels therein at auction on three
(3) days notice, served in person on Tenant or left or posted on the Premises
and pay Landlord out of the proceeds of said auction sale; or

                  (c) Landlord may remove from the Premises without liability
therefor all goods and chattels found therein and may relocate same to any other
place or location. Tenant agrees to pay all costs for relocation and storage.
Tenant hereby releases and discharges Landlord, and its agents, from all claims,
actions, suits, damages and penalties, for or on account of any entry distraint,
levy, appraisement, removal of said goods and chattels or sale thereof; and/or

                  (d) Landlord may take possession of the Premises, make any
alterations as are reasonably necessary for reletting and may lease the Premises
or any part to any party as may in Landlord's reasonable discretion seem best
and Tenant shall remain liable for any loss of rent, cost of alterations or
other costs associated with or incurred by Landlord in reletting the Premises.

                  (e) Landlord shall have, in addition to the above, all other
remedies available to Landlord in law or equity. Tenant shall reimburse Landlord
for all reasonable attorney's fees incurred by Landlord in exercising its
remedies herein.

         16.4 Termination of Lease by Tenant Default

         Upon the occurrence of any of the events listed in paragraph 16.1
above, Landlord may, at its election after the expiration of the applicable time
period set forth in paragraph 16.2, terminate this Lease and Tenant's right to
possession of the Premises, whereupon Landlord shall be entitled to recover
damages for such breach, in addition to all sums actually due and in arrears in
an amount equal to the sum of all rent reserved for the balance of the term of
this Lease.

         16.6 Ejectment

         When this Lease shall be determined by condition broken, either during
the original term of this Lease or any renewal or extension thereof, and also
when and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Landlord to file an
agreement for entering in any competent Court an amicable action and judgment in
ejectment against Tenant and all persons claiming under Tenant for the recovery
by Landlord of possession of the Premises, for which this Lease shall be his
sufficient warrant, whereupon, if Landlord so desires, a writ of execution or of
possession may issue forthwith, without any prior writ of proceedings
whatsoever, and provided that if for any reason after such action shall have
been commenced the same shall be determined and the possession of the Premises
hereby demised remain in or be restored to Tenant, Landlord shall have the right
upon any subsequent default or defaults or upon the termination of this Lease as
hereinbefore set forth, to bring one or more amicable action or actions as
hereinbefore set forth to recover possession of the said Premises.

         16.7 Affidavit of Default

         In any amicable action for rent or in ejectment, the Landlord shall
first cause to be filed in such action an affidavit made by him or someone
acting for him setting forth the facts necessary to authorize the entry of
judgment, and if a true copy of this Lease (and the truth of the copy of such
affidavit shall be sufficient evidence) be filed in such action, it shall not he
necessary to file the original as a warrant of attorney, any rule of Court
custom or practice to the contrary notwithstanding.

         If proceedings shall be commenced by Landlord to recover possession
under the Acts of Assembly, either at the end of the term or sooner termination
of this Lease, or for nonpayment of rent or for any other reason, Tenant
specifically waives the right to the fifteen (15) or thirty (30) days notice
required by the Act of April 6, 1951, P.L. 69, and agrees that five (5) days
notice shall be sufficient in either or any other case.

<Page>

         16.8 Remedies Cumulative

         All of the remedies hereinbefore given to Landlord and all rights and
remedies given to Landlord by law and equity shall be cumulative and concurrent.
No termination of this Lease or the taking or recovering of the Premises shall
deprive Landlord of any of its remedies or actions against Tenant for any and
all sums due at the time of termination or recovery of possession.

17.      SUBORDINATION

This Lease is subject to and subordinate to any and all mortgages, deeds of
trust or ground leases now or hereafter placed upon the Premises. Provided,
however, if Tenant is not in default and performs its obligations hereunder
Tenant shall not be disturbed in its possession of the Premises and this Lease
shall remain in full force and effect. Although this subordination shall be
self-executing, Tenant agrees upon demand of Landlord to execute, acknowledge
and deliver all such instruments as shall be reasonably requested by any
mortgagee or proposed mortgagee to confirm such subordination, and Tenant agrees
to execute an estoppel agreement in favor of any mortgagee of Landlord, if
requested to do so by any mortgagee or Landlord. Tenant shall be responsible for
any reasonable attorney's fees or other costs incurred by Landlord in enforcing
this provision, should Tenant refuse to comply with this provision.

18.      ASSIGNMENT OR SALE BY LANDLORD

This Lease shall be freely assignable by Landlord, the right to enforce all of
the provisions of this Lease may be exercised by any assignee of Landlord's
right, title and interest in this Lease. Tenant hereby expressly waives the
requirements of any and all laws regulating the manner and/or form in which such
assignments shall be executed and witnessed.

19.      ATTORNMENT

In the event of the sale or assignment of Landlord's interest in the Building of
which the Premises are a part or in the event of the exercise of the power of
sale under any mortgage made by Landlord, Tenant shall execute upon request any
agreement of attornment to the purchaser to recognize such purchaser as Landlord
under this Lease.

20.      ESTOPPEL CERTIFICATE

Tenant shall, within five (5) business days of the request of Landlord, issue an
estoppel certificate, in the form supplied by Landlord, to any parry designated
by Landlord. Should Tenant fall to sign an estoppel certificate within five (5)
business days or unreasonably withhold its signature, Landlord may commence
legal proceedings to enforce this provision and Tenant shall be responsible for
all reasonable legal fees incurred by Landlord and for all damages incurred by
Landlord resulting from Tenant's failure to sign an estoppel certificate.

21.      CONDEMNATION

In the event that the Premises or any part thereof is taken or condemned for a
public or quasi-public use, this Lease shall, as to the part so taken, terminate
as of the date shall vest in the condemnor, and rent shall abate in proportion
to the square feet of leased space taken or condemned or shall cease if the
entire Premises be so taken. In either event Tenant waives all claims against
Landlord for any part of the award for the complete or partial taking of the
Premises, and it is agreed that Tenant shall not be entitled to notice
whatsoever of the partial or complete termination of this Lease by reason of the
aforesaid. Nothing in this paragraph 21 shall be interpreted to limit or prevent
Tenant from making any claim against the condemning authority for removal
expenses, business dislocation damages and/or moving expenses. In the event any
portion of Tenant's Premises is condemned, Tenant shall have the right to
terminate this Lease upon the date title to the portion of the Premises vests
with the condemning authority.

22.      NOTICES

All notices required to be given by either party hereto to the other shall be in
writing. All such notices shall be deemed to have been properly given if served
personally or if sent by overnight delivery service or by United States
registered or certified mail, postage prepaid, and addressed as set forth herein
or to such other address which either party may hereafter designate in writing
by notice given in a like manner to the other.

IF TO LANDLORD:
         c/o               19 Sentry West Partners
                           1750 Walton Road
                           P. O. Box 1650
                           Blue Bell, PA  19422


IF TO TENANT:

         at the Premises as set forth in paragraphs 1.2 and 2.1

<Page>

23.      QUIET ENJOYMENT

Landlord agrees that Tenant, on paying the rent and other sums payable hereunder
and performing the covenants and conditions herein set forth, subject as
aforesaid, shall and may, peaceably and quietly have, hold and enjoy the
Premises for the term aforesaid, free and clear of anyone claiming through
Landlord.

25.      BINDING EFFECT

The submission of this Lease does not constitute a reservation of, or option
for, the Premises and this Lease shall become a binding offer and legally
enforceable contract only upon execution and delivery thereof by both Landlord
and Tenant. All rights and liabilities herein given to, or imposed upon the
respective parties hereto, shall extend to and bind the several and respective
heirs, executors, administrators, successors and assigns of said parties.

26.      UNRELATED BUSINESS TAXABLE INCOME

Landlord shall have the right, from time to time, to require amendments to this
Lease if the Landlord is advised, and delivers to Tenants a written opinion by
Landlord's counsel, that all of any portion of the monies paid by Tenant to
Landlord hereunder are, or will be deemed to be, unrelated business income
within the meaning of the United States Internal Revenue Code, or regulations
issued thereunder. Tenant agrees to make good faith efforts to enter into such
amendments, provided that no such amendments shall result in Tenant having to
hereunder pay in the aggregate in any month more money on account of its
occupancy of the Premises than it would have been required to pay in the absence
of such amendment, and provided further than no such amendment shall result in
Tenant receiving under the provisions of this Lease less services than it is
entitled to receive, nor services of a lesser quality, and provided further that
any amendment shall be in form and substance satisfactory to counsel for Tenant.

27.      TERMINATION OF LEASE BY EXPIRATION OF TERM

         27.1 It is hereby mutually agreed that either party hereto may
terminate the Lease at the expiration of the original term or any renewal of
extension thereof by delivering to the other party written notice of same no
later than one hundred eighty (180) calendar days prior to the expiration of the
then current term. In the absence of such notice the Lease shall then
automatically continue for an additional period of one(1) year under the same
terms and conditions including all automatic escalations of rent (in accordance
with paragraph 4) in force immediately prior to the expiration of the then
current term, and so on for a one (1) month to one (1) month period until
terminated by either party as herein provided. Any rental allowance or other
benefit granted Tenant by Landlord during the original Lease term shall not
automatically carry over into any renewal or extension thereof.

         27.2 If Landlord shall have given Tenant written notice prior to the
expiration of any term hereby created of Landlord's intention to change the
terms and conditions of the Lease, and Tenant shall not within thirty (30)
calendar days from such notice notify Landlord of Tenant's intention to vacate
the Premises at the expiration of the then current term, then Tenant shall be
bound under the terms and conditions as set forth in such notice for a further
term as above provided, or for such further term as may be stated in said
notice.

28.      MISCELLANEOUS TAXES

Tenant shall pay prior to delinquency all taxes assessed against or levied upon
it by reason of its occupancy of the Premises, or upon the fixtures,
furnishings, equipment and all other personal property of Tenant located in the
Premises, if nonpayment thereof shall give rise to a lien on the real estate,
and when possible Tenant shall cause said fixtures, furnishings, equipment and
other personal property to be assessed and billed separately from the property
of Landlord. In the event any or all of Tenant fixtures, furnishings, equipment
and other personal property, or upon Tenant, occupancy of the Premises, shall be
assessed and tax ed with the property of Landlord, Tenant shall pay to Landlord
its share of such taxes within ten (10) days after delivery to Tenant by
Landlord of a statement in writing setting forth the amount of such taxes
applicable to Tenant's fixtures, furnishings, equipment or personal property.

<Page>

29.      LIENS

If because of any act or omission of Tenant, its employees, agents, contractors
or subcontractors, any mechanic's lien or other lien, charge or order for the
payment of money shall be filed against Landlord, or against all or any portion
of the Premises, or the Building of which the Premises are a part, Tenant shall
at its own cost and expense, cause the same to be discharged of record, within
thirty (30) days after the filing thereof, and Tenant shall indemnify and save
harmless Landlord against and from all costs, liabilities, suits, penalties,
claims and demands, including reasonable attorney's fees resulting therefrom.

30.      SEVERABILITY

Each term, or provision, contained in this Lease, or any amendment or supplement
hereto, is a separate and distinct covenant and, if any such term, or provision,
is declared unenforceable or unconstitutional, or invalid by any court of
competent jurisdiction or by any act of Congress or by any other governmental
authority, such decision, statute, ordinance or regulation will not affect in
any manner the enforceability or validity or any other term, or provision,
contained herein, and they will remain in full force, virtue and effect.

31.      CAPTIONS

The titles hereof are inserted solely for convenience of reference and are not
intended to indicate all of the subject matter of the respective sections; they
shall not constitute a part of any section nor shall they be interpreted or
construed to affect the meaning, construction or effect of any section.

32.      BROKER

Tenant warrants that it has had no dealings with any broker or agent in
connection with the negotiations or execution of this Lease and Tenant agrees to
indemnify Landlord against all costs, expenses, attorney's fees, or other
liability for commissions or other compensation or charges claimed by any other
broker or agent claiming the same by, through or under Tenant.

33.      ENTIRE AGREEMENT

It is expressly understood and agreed by and between the parties hereto that
this Lease, and any Rider or Addendum that may be attached hereto, sets forth
the entire agreement between the parties and that there are no promises,
agreements, conditions or understandings, either oral or written between them
other than are herein set forth. It is further understood and agreed that,
except as herein otherwise provided, no subsequent alteration, amendment, change
or addition to this Lease shall be binding upon Landlord or Tenant unless
reduced to writing and signed by them.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby
have caused this Lease to be executed the day and year first written.

                          SIGNED, SEALED AND DELIVERED


19 SENTRY WEST PARTNERS,
 A PENNSYLVANIA GENERAL                   MADISON BANCSHARES GROUP, LTD
       PARTNERSHIP                          A PENNSYLVANIA CORPORATION
------------------------------           --------------------------------
       ("Landlord")                                ("Tenant")


BY  /s/ [Illegible]                       BY  /s/ E. Cheryl Henkle
  ----------------------------              -----------------------------------



WITNESS                                   ATTEST
       -----------------------                  -------------------------------

<Page>

                                    ADDENDUM

ATTACHED TO and made a part of the Office Lease Agreement made the _________ day
of ________________________, Two Thousand and Two (2002) by and between 19
SENTRY WEST PARTNERS, A PENNSYLVANIA GENERAL PARTNERSHIP (Landlord), and MADISON
BANCSHARES GROUP, LTD, A PENNSYLVANIA CORPORATION (Tenant)

1.       OPTION TO RENEW:

         Provided that Tenant, at the time Tenant exercises its Option to Renew
as herein granted, is not in default of any of the terms, covenants of this
Lease, Tenant is hereby granted the "Option to Renew" the term of this Lease for
one (1) additional five (5) year period at a negotiated Fair Market Price,
provided Tenant gives written notice to Landlord exercising its Option to Renew
at least six (6) months prior to expiration of the original term.





===============================================================================

                          SIGNED, SEALED AND DELIVERED
                              (IN THE PRESENCE OF)

19 SENTRY WEST PARTNERS,
 A PENNSYLVANIA GENERAL                   MADISON BANCSHARES GROUP, LTD
      PARTNERSHIP                          A PENNSYLVANIA CORPORATION
------------------------------------     ---------------------------------
     ("Landlord")                                   ("Tenant")


BY /s/ [Illegible]                        BY  /s/ E. Cheryl Henkle
  ----------------------------------        ------------------------------------



WITNESS                                   ATTEST
       -----------------------------            --------------------------------

<Page>

                                   EXHIBIT "A"

                             COMMENCEMENT MEMORANDUM


THIS MEMORANDUM DATED _________________________________________________, 2001 BY
AND BETWEEN ___________________________________________________("LANDLORD") AND
_______________________________________________________________________________
("TENANT") covering the Premises comprising ________________ rentable square
feet situated on the ______________ floor in the Building known as _____________
________________________________________________________________________________
________________________________________________________________________________

Pursuant to the provisions of Paragraph #2.2 of the Office Lease Agreement dated
______________, Landlord and Tenant, intending to be legally bound hereby, agree
as follows:

1.       The "Ready for Occupancy" date is hereby established and agreed to be
         __________ day of ___________, 200_.

2.       The "Commencement Date" of said Lease is established as _______________
         and the "First Lease Year" shall expire at midnight on the ____________
         day ___________________, 200___.

3.       The term of said Lease shall expire at midnight on the ________________
         day of ____________________ unless renewed or extended in accordance
         with the provisions of the Lease.

4.       Tenant further acknowledges (i) that Tenant is in possession and in
         full occupancy of the premises to which Tenant is entitled under the
         Lease, and (ii) that Landlord has completed all of the improvements,
         betterments, and/or interior building-out or fit-out required of the
         Landlord, excepting the Punch List items set forth on SCHEDULE "C"
         attached hereto and made a part hereof.

         In witness whereof, the parties hereto, intending to be legally bound
         hereby have duly executed this Memorandum this ___________ day of
         ___________________________________, 200__.


19 SENTRY WEST PARTNERS,
 A PENNSYLVANIA GENERAL                    MADISON BANCSHARES GROUP, LTD
      PARTNERSHIP                            A PENNSYLVANIA CORPORATION
------------------------------------     ---------------------------------
     ("Landlord")                                    ("Tenant")


BY                                       BY
  ----------------------------------       -------------------------------------



WITNESS                                  ATTEST
       -----------------------------           ---------------------------------




NOTE:  This memorandum to be completed and executed on the date of possession.

<Page>

                                   EXHIBIT "B"

                              WORKLETTER AGREEMENT

Tenant shall except the Demised Premises in "AS IS CONDITION". If Tenant elects
to make any alterations to the Demised Premises, Tenant must submit detailed
plans to the Landlord for Landlord's approval. Landlord shall not unreasonably
withhold its approval for such alterations. Any and all alterations shall be the
sole expense and responsibility of the Tenant, including state and local permits
if necessary.




 19 SENTRY WEST PARTNERS,
  A PENNSYLVANIA GENERAL                     MADISON BANCSHARES GROUP, LTD
       PARTNERSHIP                             A PENNSYLVANIA CORPORATION
------------------------------------     --------------------------------------
       ("Landlord")                                    ("Tenant")


BY  /s/ [Illegible]                      BY  /s/ E. Cheryl Henkle
  ----------------------------------       -------------------------------------



WITNESS                                  ATTEST
       -----------------------------           ---------------------------------