AGREEMENT TO LEASE
                                 BETWEEN
                          BEILER CAMPBELL, INC.
                                  AND
                      THE PEOPLES BANK OF OXFORD
                                  AT
                            ANVIL CENTER
             EAST MARLBOROUGH TOWNSHIP, CHESTER COUNTY,
                            PENNSYLVANIA



                         AGREEMENT TO LEASE

     THIS AGREEMENT TO LEASE is made this 7th day of December,
1994 between BEILER CAMPBELL, INC., a Pennsylvania corporation
("Landlord"), with an address of P.O. Box 1096, Kennett Square,
PA 19348, and THE PEOPLES BANK OF OXFORD ("Tenant"), with its
office at 24 S. 3rd Street, Oxford, Pennsylvania 19363.

     For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:

1.  DEMISED PREMISES; COMMON AREA; TITLE.

     (a)  Landlord hereby rents to Tenant that certain parcel of
land more fully described on Exhibit A attached hereto, together
with improvements thereon and the appurtenances thereto (the
"Demised Premises" or the "Premises") upon which Tenant shall
construct a building having a ground floor area of approximately
3850 square feet (the "Building").  The term Demised Premises
shall include the Building when constructed.  The Demised
Premises is part of a shopping and commercial center ("Center")
being developed by Landlord known as Anvil Center, East
Marlborough Township, Chester County, Pennsylvania and shown on
the plan attached hereto as Exhibit B (the "Plan").

      (b)  The Plan also depicts certain "Common Area" within
the Center.  Landlord grants to Tenant and its agents,
contractors, employees and customers, a nonexclusive license to
use the common areas in common with other tenants of the Center,
their agents, employees and customers during the term of this
Lease and any renewal period thereof for underground utility
lines, parking and ingress and egress.  The Landlord agrees that
any agreements with other tenants within the Center will provide
that the Common Area will be and remain open and available for
reciprocal use and parking by all customers and invitees of the
tenants of the Center.  No tenant, organization, individual, or
any other entity shall use the Common Area for any other purpose
than herein designated, nor shall anyone have the right to
authorize the use of any of the Common Areas except the
Landlord.  The term "Common Area" as used herein shall also
include improvements constructed on or under the Common Area,
including but not limited to common utilities, light standards,
landscaping, paving, curbing, and storm water structures.  The
term "Common Facilities" as used herein shall mean and refer to
those structures, whether above or under ground, which are
located within the boundaries of the Demised Premises but which
are used by or benefit other tenants in the Center, such as
storm water culverts or pipes and electrical, telephone or other
utility lines.

     (c)  Landlord warrants and represents that it has good and
valid fee simple title to the Center and Premises and that the
Center is free and clear of all liens, encumbrances, covenants,
easements, restrictions, leases, licenses, agreements, and
options; excepting, however, a mortgage lien in favor of
Meridian Bank, which shall be the subject of the Subordination
Agreement attached as Exhibit D, and as defined and required in
Section 29.

2.  TERM.

     The term of this Lease (the "Term") shall commence on the
date when Landlord has obtained all of the Government Approvals
(in accordance with the provisions of Section 7(a)(i)) (the
"Term Commencement Date") and shall end at 11:59 p.m., local
time, of the day preceding the twentieth (20th) anniversary of
the Term Commencement Date.  On or promptly following the Term
Commencement Date, Landlord shall give notice thereof to Tenant
and Landlord and Tenant shall execute a certificate wherein the
parties shall certify the Term Commencement Date.
Notwithstanding the foregoing, if after Landlord has obtained
the Governmental Approvals an appeal is taken from the issuance
of any of the Governmental Approvals or of any building permit
for construction of either that part of the Common Area required
to be constructed as part of Phase I (hereinafter defined) or
the Building then the Commencement Date shall be stayed until
any appeal is discontinued, extinguished or settled; provided
that if the stay extends beyond January 1, 1996 Tenant shall
have the right thereafter to terminate this Lease and receive a
refund of any security deposit and prepaid rent.

3.  OPTION TO EXTEND TERM.

     Tenant shall have the right to extend the Term of this
Lease for an additional period of five (5) years commencing
immediately upon expiration of the original Term (the "First
Extended Term") and an additional period of four (4) years and
three hundred sixty four (364) days commencing immediately upon
expiration of the First Extended Term (the "Second Extended
Term"), which right shall be exercisable by Tenant's delivery of
written notice to Landlord at least one year prior to expiration
of the original Term or, in the case of the exercise of the
Second Extended Term, one year prior to expiration of the First
Extended Term; provided that no Event of Default by Tenant
exists under this Lease at the time of exercise of such right.
Notwithstanding any conduct or custom of the parties to the
contrary, any purported notice given in a manner other than in
strict accordance with the foregoing requirements shall be
ineffective and operate as a waiver of Tenant's right to renew,
it being agreed that time is of the essence.  Except for the
increased Minimum Annual Rent as set forth in Exhibit C and the
option to renew granted by this Section, all other covenants,
terms and conditions of this Lease shall remain in full force
and effect during the extensions of the Term.  The First
Extended Term and the Second Extended Term, when duly exercised
hereunder, shall be considered a part of the "Term" under this
Lease.

4.  MINIMUM ANNUAL RENT.

     Beginning on the first day of the second full calendar
month during the Term (the "Rent Commencement Date"), Tenant
shall pay Landlord rent (hereinafter called the "Minimum Annual
Rent") in the annual amounts specified in the schedule attached
to this lease as Exhibit C (which is incorporated in this Lease
as if set forth herein in its entirety), in twelve equal monthly
installments (except that the monthly installments of Minimum
Annual Rent for first 12 months of the Term shall be paid as
specified in Exhibit C) payable in advance on the first day of
each calendar month of the Term, except that the first monthly
installment in the amount of $2,083.33 (representing the rental
payments for the second calendar month during the term) shall be
paid at the signing of this Lease.  The "Years" referred to in
Exhibit C shall be calculated from the Rent Commencement Date.
Notwithstanding the contents of Exhibit C, payment of Minimum
Annual Rent in the monthly amounts established for the ninth
through twelfth months of the first year of the Term shall
commence on the earlier to occur of: (a) the first day of the
first full calendar month after the date of commencement of
Tenant's use and occupancy of the Building on the Premises for
its intended purpose; or (b) the first day of the ninth full
calendar month in the Term.

5.  ADDITIONAL RENT.

     (a)  Definitions.

          (i)  "Real Estate Taxes" shall mean all taxes and
assessments levied, assessed or imposed at any time by any
governmental authority upon or against the Center and any
improvements thereon, whether or not the subject of a lease to
Tenant or any other tenant of the Center or any part thereof,
and which are based upon the assessed value thereof ("Ad Valorem
Taxes") and also any tax or assessment levied, assessed or
imposed at any time by any governmental authority upon the rents
from the Center or any part thereof to the extent that the same
shall be expressly enacted by the applicable governing authority
in lieu of (and/or in lieu of an increase in) all or a portion
of any of the Ad Valorem Taxes (a "Substitute Tax").  Without
limitation of the foregoing, Real Estate Taxes shall not include
taxes in the nature of income, business, gross receipts or
profit taxes, inheritance or estate taxes, taxes applicable to
activities or taxable events related to receipt of compensation
generally and not limited to rents receivable from real estate.
If Landlord asserts that a tax other than an Ad Valorem Tax is
part of Real Estate Taxes for any year, by reason of its being a
Substitute Tax, the same shall not qualify as a Substitute Tax
to the extent that the total Real Estate Taxes for such year
exceed the Real Estate Taxes for the preceding year by a
percentage in excess of the increase in the Consumer Price Index
for such year over the preceding year.

          (ii)  "Operating Expenses" shall mean costs incurred
by Landlord for: maintenance of the Common Area and Common
Facilities; liability insurance for the Common Area; casualty
insurance for any Common Area and Common Facilities (to the
extent insurable); landscaping within the Common Area;
electricity for lighting and signage in the Common Area; and
costs of any construction or alteration to the Center or the
Common Area or Common Facilities necessary for compliance with
any governmental law, regulation, ordinance or order not
existing at the time of approval of the Plans, so long as the
cost of construction or alteration projects exceeding $10,000
are amortized over a period of five years.  Notwithstanding the
foregoing, Operating Expenses shall not include any of the
following: new construction or alteration of buildings within
the Center; costs or expenses associated with repair or
correction of defective workmanship in construction of the
Center or the Common Area or Common Facilities; costs or
expenses which would ordinarily be covered by the proceeds of
insurance, condemnation or legal claims against another tenant
or other responsible parties, including but not limited to the
costs of repair or replacement from casualty or environmental
damage; the cost of any repair or replacement item which , by
standard accounting practices, should be capitalized; charges
for depreciation; principal, interest or other debt service
items; ground rents; leasing commissions or other expenses
associated with leasing space in the Center; the cost of initial
construction of the Common Area or Common Facilities or any part
thereof, costs or expenses of enforcing lease obligations of
other tenants; wages, fees or salaries of Landlord's executive
or supervisory personnel; or costs of any construction or
alteration of the Center or the Common Area or Common Facilities
necessary for compliance with any governmental law, regulation,
ordinance or order except as expressly described above.

     (b)  Real Estate Taxes.  Beginning on the Rent Commencement
Date, Tenant shall pay to Landlord, as Additional Rent, within
thirty (30) days of billing therefor, Tenant's share of Real
Estate Taxes.  "Tenant's share of Real Estate Taxes" shall be
determined annually in one of the following two methods,
whichever is applicable.

          (i)  Method One: If the Common Area and leased ground
within the Center are assessed together as "land" and the all of
the buildings in the Center are assessed collectively as
"improvements" then the Tenant's share of Real Estate Taxes
shall be calculated as follows: (A) the total Real Estate Taxes
for all land and improvements in the Center shall be divided by
(B) the number of square feet of interior floor area (counting
all floors in multi-floor buildings) of buildings in the Center,
and the quotient so derived (being the Real Estate Taxes per
square foot) shall be multiplied by  (C) the number of square
feet of interior floor area in the Building, resulting in
(D) the Tenant's share of Real Estate Taxes.  However, if the
buildings shown on the plan attached as Exhibit B have not been
completed then the number of square feet of floor area for
purposes of the above calculation shall be 4,000 square feet for
Building B and 13,000 square feet for Building C until
substantial completion, when the actual floor area of each
building shall be used.

          (ii)  Method Two: If the Common Area are assessed
together as "land" but the buildings in the Center are the
subject of separate assessments as "improvements" so that the
assessed value of the Building, according to the Office of
Assessor, can be separately determined, then Tenant's share of
Real Estate Taxes allocable to "land" shall be calculated in
accordance with Method One, above, but Tenant's share of Real
Estate Taxes for improvements shall be calculated by multiplying
(A) the assessed value of the Building as indicated by the
Office of the Assessor of the County in which the Center is
located multiplied by (B) the millage levied by the applicable
governing authority and upon which the Real Estate Taxes are
calculated.

          (iii)  Tenant shall have the right to appeal, at any
time and from time to time, the assessed value of the Building
established by the Chester County Tax Assessment Office.  The
right to appeal the assessed value of the land comprising the
Center shall be subject to the control of the Landlord, for so
long as the aggregate reimbursement payments of Tenant and all
other tenants occupying the Center are less than fifty-one (51%)
percent of the total Real Estate Taxes assessed in respect of
the land comprising the Center; thereafter, a decision to appeal
the land assessment of the Center shall be determined by a
majority vote among Landlord, Tenant and all other tenants
occupying the Center, with each party's vote being equal to such
party's percentage share of the Real Estate Taxes assessed in
respect of the land comprising the Center.

          (iv)  Notwithstanding the foregoing, if any portion of
Real Estate Taxes is based upon taxable rentals by reason of it
being treated as a Substitute Tax hereunder, such portion
payable by Tenant shall be based upon the amount of taxable
Minimum Annual Rent paid by Tenant only, not the Tenant's
proportionate share of any Additional Rent or any taxable
rentals received by Landlord from other tenants in the Center.

     (c)  Operating Expenses.

          (i)  On the first day of the months of January, April,
July and October of each year Tenant shall pay to Landlord as
Additional Rent, in equal quarterly installments, one fourth
(1/4) of Tenant's share of the annual Operating Expenses
incurred during the preceding calendar year (except for the
first year, when the amount of $ to be determined shall be used)
plus a reasonable increase for anticipated inflation of costs.
On or before April 1 of each year, Landlord shall furnish Tenant
with a written statement of the actual Operating Expenses
incurred for the prior calendar year.  Within thirty (30) days
of delivery of such statement to Tenant, Tenant shall pay the
amount by which Tenant's share of such actual Operating Expenses
exceed those paid by Tenant during the preceding calendar year.
If, however, Tenant's share of actual Operating Expenses is less
than the amount paid by Tenant for Operating Expenses during the
preceding year, then Landlord shall reimburse Tenant for the
amount overpaid upon the delivery of the statement of actual
Operating Expenses.

          (ii)  Tenant's share of Operating Expenses shall be
(A) the Operating Expenses for the Center for the applicable
calendar year divided by (B) the number of square feet of
interior floor area (counting all floors in multi-floor
buildings) of buildings in the Center, and the quotient so
derived (being the Operating Expenses per square foot) shall be
multiplied by (C) the number of square feet of interior floor
area in the Building, resulting in (D) the Tenant's share of
Operating Expenses.  However, if the buildings shown on the plan
attached as Exhibit B have not been completed then the number of
square feet of floor area for purposes of the above calculation
shall be 4,000 square feet for Building B, 13,000 square feet
for Building C, until substantial completion, when the actual
floor area for each building shall be used.

          (iii)  Tenant shall have the right to review
Landlord's books and records pertaining to Operating Expenses at
Landlord's office during regular business hours.

     (d)  Partial Calendar Years.  In the event the first and/or
last years of the Term shall not be full calendar years, then
Tenant's obligation for Operating Expenses and Real Estate Taxes
attributable to such years shall be pro rated, except that
Tenant shall only be responsible for one half such Operating
Expenses and Real Estate Taxes allocable exclusively to the
first year of the Term.

     (e)  Use and Occupancy Taxes.  Tenant shall pay use and
occupancy taxes imposed by any governmental body allocable to
the Demised Premises.

6.  USES OF SPACE IN THE CENTER; RESTRICTIVE COVENANTS.

     (a)  The Demised Premises shall be used for the
construction and occupancy of the Building which shall have a
ground floor area of approximately 3850 square feet, together
with parking and uses accessory to the Building.

     (b)  Landlord covenants and agrees that during the Term, it
shall allow no other building or portion thereof nor any other
space in the Center to be used or occupied as or for a bank,
savings and loan, credit union, mortgage brokerage, mortgage
company, consumer lending company, automatic bank teller
machine, stock brokerage or insurance brokerage firm, or other
similar institution, except upon the Demised Premises.  By way
of clarification and not limitation of the foregoing, Landlord
will not permit the installation of any free standing automatic
teller machine within the Center except by the Tenant, The
foregoing prohibitions shall not, however, preclude either:
(i) an electronic point of purchase debit system used by a
tenant of the Center in the sale of goods or services not
prohibited in the preceding sentences; or (ii) apply to or
limit, in any way, the business activities that may be
undertaken or pursued upon or in the Center by Beiler-Campbell,
Inc.  or any other business entity in which Ben Beiler, Anthony
Beiler, Brian Campbell, any one of them, or any of them
together, has a controlling interest , so long as no such
business activity may be a bank, savings and loan or credit
union or operate a free-standing automatic bank teller or cash
dispensing machine within the Center.

     (c)  The Premises shall not be allowed to become vacant
except as follows:

          (i)  if, as a result of a merger, acquisition or
reorganization involving the Tenant and another Financial
Institution (hereinafter defined), Tenant is ordered by, or
required by the regulations of, a federal or state regulatory
agency or authority or a court to either (A) cease its
operations at the Premises or (B) make a decision to cease its
operations at either the Premises or another location, then the
Premises may be vacated for no more than 24 consecutive months;
or

          (ii)  absent the foregoing circumstances, the Premises
may be vacated for no more than 12 consecutive months.

     The foregoing is subject to the qualification that during
any period of vacancy, Tenant shall maintain the exterior of the
Building and the Premises in a neat and orderly condition in a
manner consistent with the requirements of Section 16 of this
Lease.

      "Financial Institution" shall mean a federally or state
chartered bank, savings and loan, or credit union or any branch
office of any of them.

     (d)  At such time as the Center is no longer owned by a
corporation, partnership or other entity which is owned and
controlled by Ben Beiler, Anthony Beiler, Brian Campbell or any
of them, and provided that The Peoples Bank of Oxford is the
Tenant under this Lease, then the use which may be put to the
premises identified as Building B on the Plan shall be subject
to Tenant's approval, not to be unreasonably withheld.

7.  LANDLORD'S WORK.

     (a)  Governmental Approvals.

          (i)  Promptly following execution of this Lease,
Landlord shall commence efforts to obtain all necessary
governmental approvals for the construction of the Center, the
Building and the other buildings shown on the Plan, excepting
only the building permits for the Building and the two other
buildings to be constructed at the Center (collectively, the
"Governmental Approvals").  The Governmental Approvals shall
also include the right and approval of sewer connection to, and
availability of capacity of, the East Marlborough Township
sewage system and the Chester Water Authority; provided that
Tenant shall pay the tap-in fees for the Building.  The
Governmental Approvals shall be deemed obtained at such time
that Tenant would be entitled to the issuance of a building
permit for the Building and is able to connect to, with
available capacity, the East Marlborough Township sewage
treatment plant system and to water lines provided by the
Chester Water Authority.

          (ii)  The plans and drawings submitted to governmental
authorities in connection with the Governmental Approvals shall
depict and the Governmental Approvals shall be sought in order
to allow, the construction of, and use and occupancy of, a
commercial center with a layout, subject to Landlord's right of
modification described below, in accordance with the Plan,
including the Building, a second office building and a third pad
site (which may be used for office, rental or restaurant use
(subject to subsection 6(d)) and access onto Baltimore Pike and
onto Bayard Road.  The plans and drawings submitted in
connection with the Governmental Approvals shall also include
all improvements which must be completed in the Common Area in
order to permit the issuance of a building permit and a
certificate of occupancy for the Building.  Landlord may, in
seeking the Governmental Approvals, make modifications to the
Plan, outside of the Demised Premises only, without first
obtaining Tenant's consent, except for changes to the following:
the location or manner of ingress to or egress from the Center
from a public street or highway, landscaping or signage in the
landscaping strip separating the Premises from Bayard Road and
Baltimore Pike, the number or parking spaces in the Center, the
location of parking in the Center lying within 50 feet of the
Premises and off-site improvements to Bayard Road and Baltimore
Pike.  Notwithstanding the foregoing, Tenant acknowledges that
certain road improvements (including curbing and paving) to
Bayard Road and the intersection of Bayard Road and Baltimore
Pike (identified on the Plan as being part of the Phase II
Improvements pursuant to the Second Route One Corridor Highway
Improvement Agreement dated July 31, 1991 ["Highway Agreement"])
and certain other improvements (also including curbing and
paving) along Baltimore Pike (identified on the Plan as being
part of the Phase V Improvements pursuant to the Highway
Agreement), although shown on the Plan, will be constructed by
parties other than the Landlord.  Tenant further acknowledges
and agrees that in seeking the Governmental Approvals, that
Landlord may, without Tenant's prior consent, adjust the
location of the entrance to the Center from Bayard Road from the
location shown on the Plan, in a southerly direction, to the
extent required by any municipal or governmental entity having
jurisdiction of the Governmental Approvals.

          (iii)  The Government Approvals shall be obtained
according to the Plans and otherwise in a manner so that a
building permit could be obtained for the Building upon
submission of plans and specifications which satisfy applicable
building code standards for construction.  All Governmental
Approvals shall be obtained at Landlord's cost and expense and
Landlord shall use diligent good faith efforts to obtain them.
Tenant shall be afforded regular reports, not less than monthly,
of the status of the Governmental Approvals.

          (iv)  If the Governmental Approvals have not been
obtained or, if obtained, all appeals of any of the Governmental
Approvals have not been extinguished, terminated or settled, by
January 1, 1996, Tenant shall have the right at any time
thereafter to terminate this Lease and receive a refund of any
security deposit and prepaid rent.

     (b)  Landlord's Work.

          (i)  Landlord shall, at Landlord's cost and expense,
construct all of the improvements which are depicted in the
Common Area and the Common Facilities on the Plan, in accordance
with the Plan and the Governmental Approvals (the "Landlord's
Work").  Such Landlord's Work shall include, but not be limited
to: parking areas, curbing and driveways except those located
within the Premises; curbing lying along the boundary of the
Premises; water, sewer, telephone, electric and gas service
lines and appurtenances up to the boundary of the Premises and
otherwise as necessary for use in any of the other buildings in
the Center, except that Tenant shall be responsible for its own
utility lines and connections within the Premises; storm water
drainage swales, basins, facilities and structures; parking lot
lighting within the Common Areas; landscaping within the Common
Area, off-site highway, traffic or other improvements required
by the Plan or Governmental Approvals; and sidewalks except
those within the Premises.

          (ii)  Tenant acknowledges that Landlord shall, subject
to approval by the Township and any of the other Governmental
Approvals, complete Landlord's Work in phases, with the first
phase ("Phase I") to be commenced and completed in connection
with the construction and use and occupancy of the Building,
which work is depicted as Phase I on the Plan and includes the
paving of the driveways and parking lot for access to and use
of, and installation of curbing at and to, all of the points of
ingress and egress to Bayard Road and Baltimore Pike (exclusive
of the Phase IV and Phase V Improvements pursuant to the Highway
Agreement); paved parking lot areas with not less than twenty-
seven (27) parking spaces in the Common Area as shown on the
Plan; all utilities to the boundary of the Premises as necessary
for construction and occupancy of the Building and for operation
of the Common Area, including electricity for parking lot
lighting; landscaping along the right-of-way of Bayard Road and
Baltimore Pike as depicted on the Plan; lighting within the
parking areas comprising Phase 1; a pylon sign for the Center;
all as depicted on the Plan and all other Landlord's Work
necessary for issuance of a building permit and certificate of
occupancy for the Building.

          (iii)  Prior to commencement of Landlord's Work or
Tenant's Work or the payment of Rent, the Landlord shall
demonstrate to Tenant's satisfaction the availability of loan
financing and other financial resources sufficient to complete
the Landlord's Work and executed construction contracts for
commencement and completion of Landlord's Work.

          (iv)  Landlord's Work shall be performed in a good and
workmanlike manner.  Any of Landlord's Work that is performed
after commencement of the construction of the Building by Tenant
shall be coordinated so as not to interfere with Tenant's
contractor's work.

          (v)  Landlord's Work shall be commenced within 30 days
after obtaining the Governmental Approvals and shall be pursued
diligently to completion.  All of Landlord's Work necessary for
issuance of a certificate of occupancy for the Building must be
completed no later 30 days after the Tenant achieves substantial
completion of the Building and all of the remaining Landlord's
Work (in Phase I, if applicable) must be completed within
60 days after Tenant's substantial completion of the Building.

8.  TENANT'S WORK.

     (a)  Description of Tenant's Work; Building Requirements.
Tenant shall construct, within the boundaries of the Premises,
the Building as well as the driveway, parking area, and curbing,
and the utilities serving the Premises (curbing along the
boundary of the Premises, any storm water management facilities
within the Premises, and any utilities within the Premises that
are not intended to exclusively serve the Premises shall be
included in Landlord's Work) (the "Tenant's Work").  The
Building (and any building to replace it after it is
constructed) shall be a complete independent building erected
wholly within the boundary lines of the Demised Premises and
designed to be capable for use as a full-service bank branch
office.

     (b)  Design Review.

          (i)  Within 90 days following the date on this Lease,
Tenant shall submit to Landlord for its review and approval
schematic plans and outline of specifications (the "Schematic
Plans") for the development, execution and construction of the
Building.  The Schematic Plans shall include exterior elevations
of the Building, construction materials list and such additional
information as Landlord may reasonably request.

          (ii)  Landlord shall review the Schematic Plans and
provide Tenant with any comments, in writing, within 30 days
after Landlord's receipt of the Schematic Plans.  Tenant may
either accept the comments and agree to make the changes to the
Schematic Plans as requested by Landlord or terminate this Lease
and receive a refund of any rents theretofore paid.  If Landlord
fails to give written comments within the 30 day period, the
Schematic Plans shall be deemed to be acceptable in the form
submitted.

           (iii)  Within 60 days following acceptance of the
Schematic Plans, Tenant shall complete the plans and
specifications necessary to obtain the building permit for the
Building (hereinafter called the "Final Plans and
Specifications"); such plans to be prepared substantially in
accordance with the Schematic Plans.

           (iv)  The Final Plans and Specifications shall be
submitted to the Landlord for review to determine that they have
been prepared substantially in accordance with the Schematic
Plans, and for no other purpose.  Such review by Landlord shall
be completed within 15 days after delivery to Landlord.

           (v)  The Schematic Plans and the Final Plans and
Specifications shall be prepared by a duly qualified architect
licensed in the Commonwealth of Pennsylvania and employed by
Tenant.

     (c)  Construction.

          (i)  At least 30 days before Landlord commences
Landlord's Work, Landlord shall obtain at least three bids for
the construction of the Landlord's Work together with the site
improvement work portion of Tenant's Work (e.g. driveway,
parking area, curbing, utilities serving the Premises) and these
bids and the bidding materials shall be provided to the Tenant.
The Tenant's Work component shall be separately itemized in the
bidding materials so that the cost thereof can be determined
independently from the cost of Landlord's Work.  Upon review of
such costs, Tenant shall decide whether to enter into a contract
for construction of the site improvement part of Tenant's Work
with the bidder chosen by Landlord, or to contract with a
separate contractor for such work.

          (ii)  After commencement of Landlord's Work and notice
thereof from Landlord and subject to subsection (b) Tenant shall
commence Tenant's Work in accordance with the Final Plans and
Specifications.  The Building shall be constructed in a good and
workmanlike manner and in accordance with all legally applicable
codes, laws, ordinances and regulations and the standards and
ratings of the local fire insurance rating organization.  The
building permit (and plumbing and electrical permits if
applicable) required for construction of the Building shall be
obtained by Tenant.  Landlord shall cooperate with Tenant in
Tenant's efforts to obtain any required building permits.

     (d)  Progress of the Work.  Tenant shall prosecute Tenant's
Work to completion with diligence and shall complete
construction of the Building within eighteen (18) months of the
Term Commencement Date, subject, however, to unavoidable delays,
meaning delays due to strikes, acts of God, inability to obtain
labor or materials, governmental restrictions, enemy action,
civil commotion, fire, unavoidable casualty, delay caused by the
manner or timing of prosecution of the Landlord's Work, or
similar causes beyond the reasonable control of Tenant.

     (e)  Environmental Conditions.  Without limitation of any
other rights which Tenant may have under this Lease, in the
event the Tenant or its contractors discovers, during the course
of construction, an underground storage tank or other subsurface
condition involving the presence of Hazardous Substances (as
defined elsewhere in this Lease) then the Tenant shall have the
right to discontinue construction and Landlord shall forthwith
proceed to correct such environmental condition so as to bring
the Premises into compliance with applicable laws and
regulations.  If the Landlord fails to do so within a reasonable
period of time, but in no event later than one year from the
date Landlord is notified of Tenant's discovery, Tenant shall
have the right at any time thereafter (until the condition is
corrected as required herein) to demand and receive a refund of
any rents theretofore paid to the Landlord and terminate this
Lease and Tenant shall have no liability or further obligation
under this Lease or otherwise.  Any dates or periods for payment
of rent or performance of obligation under this Lease shall be
deferred until correction of the condition or termination of
this Lease, as aforesaid.

     (f)  Insurance.  Prior to the commencement of any
construction activities with respect to the Building, Tenant
shall furnish Landlord with proof that: (i) Tenant and Tenant's
contractor have procured valid and subsisting public liability
insurance naming the Landlord, as an additional insured, in an
amount not less than $3,000,000 for personal injuries and
property damage, per occurrence, and in the aggregate and
(ii) that either Tenant or Tenant's contractor have obtained
builder's all-risk insurance with extended coverage in an
amount, in form and issued by a company satisfactory to
Landlord, which provides adequate coverage in the event of a
loss for the completion of construction of the Building and
coverage of all building materials upon the Demised Premises
during the construction of the Building and (iii) Tenant's
contractor has obtained workman's compensation coverage covering
the full statutory liability of Tenant's contractor as an
employer.

     (g)  Liquidated Damages.  Tenant acknowledges that the
inducement to Landlord for the making of this Lease is the
improvement of the Demised Premises with the construction the
Building in accordance with the terms of this Lease, and that
the Landlord would not have made this Lease without the Tenant's
agreement to construct the Building as set forth in this
Section 8.  Tenant further acknowledges that the breach of its
agreement to construct the Building will result in damage to the
Landlord because of (among other things) the failure to improve
the Demised Premises in accordance with this Section 8, and
because of the deprivation of business opportunities that would
have been open to the Landlord but for its agreement under this
Lease.  Tenant further recognizes that the dollar amount of the
damages to which Landlord would be entitled on the breach by
Tenant of its agreement to construct the Building is difficult
to ascertain because of the reasons and circumstances mentioned
above.  Consequently it is agreed that if Tenant abandons its
obligation under this Lease and refuses to construct the
Building for reasons not allowed in this Lease, Landlord may
terminate this Lease by notice to Tenant, in which event
Landlord will have suffered thereby, by reason of the
circumstances described in this paragraph (g), immediate damages
in the amount of $26,500.00, in addition to the amount paid by
Tenant pursuant to Section 4 upon signing of this Lease, which
amount is an agreed amount of liquidated damages and not a
penalty.  Upon a termination described in this subparagraph,
Tenant shall be released and discharged from all liability and
under this Lease, excluding the obligation to pay the liquidated
damages as described above.

     (h)  Ownership of the Building and Improvements.  Tenant
shall, during the Term, be the owner of the Building and other
improvements installed or constructed on the Demised Premises by
the Tenant.

9.  NEGATIVE COVENANTS OF TENANT.  Tenant will not:

     (a)  wilfully damage the Center, the Demised Premises or
any part of the Building;

     (b)  bring into or permit to be kept in the Center or the
Demised Premises any dangerous, explosive or obnoxious
substances;

     (c)  bring into the Building or use any equipment that
might be harmful thereto or harmful or annoying to others in the
Center;

     (d)  conduct itself or permit its agents, servants,
employees or invitees to conduct themselves in a manner that in
Landlord's judgment reasonably exercised is unsafe or is a
substantial disturbance to the occupancy by any other tenants of
their premises in the Center or which would invalidate insurance
coverages upon any part of the Center; or

     (e)  except as allowed in subsection 6(c), vacate or
abandon the Building or permit the Building to be emptied or
unoccupied; or

     (f)  except as allowed in subsection 6(c), cease to operate
a bank, savings and loan association or credit union, or a
branch of any of them, at the Building.

10.  LATE PAYMENT.

     If any payment required by Tenant under any of the terms
hereof is not paid on the date it is due, Tenant shall, upon
demand, pay a late charge to Landlord equal to the greater of
(a) Fifty ($50.00) Dollars or (b) $.06 for each dollar so due
and such late charge shall be deemed Additional Rent for
purposes of this Lease.

11.  TENANT'S ALTERATIONS.

     Tenant shall make no alterations, additions or improvements
("Tenant Improvements") to the Building which alter the exterior
appearance of the Building from that which is depicted on the
Final Plans and Specifications without the prior written consent
of Landlord, which consent shall not be unreasonably withheld.
If Landlord consents to such Tenant Improvements, it may impose
such reasonable conditions with respect thereto as Landlord
deems appropriate, including, without limitation, requiring
Tenant to furnish insurance and copies of the plans,
specification and permits necessary for such work.  All Tenant
Improvements shall be done in a first class, workmanlike manner
and shall comply with all insurance requirements and all
applicable laws, ordinances, rules and regulations of
governmental authorities having jurisdiction.

12.  MECHANIC'S LIENS.

     Prior to Tenant performing any construction or other work
on or about the Demised Premises for which a lien could be filed
against the Demised Premises or the Building, Tenant shall enter
into a written waiver of liens agreement with the contractor who
is to perform such work, and such written agreement shall be
filed, in accordance with the Mechanics' Lien Law of the
Commonwealth of Pennsylvania prior to the commencement of such
work.  Notwithstanding the foregoing, if any mechanics' or other
lien shall be filed against the Demised Premises or the Building
purporting to be for labor or material furnished or to be
furnished at the request of the Tenant, then Tenant shall at its
expense cause such lien to be discharged of record by payment,
bond or otherwise, within 30 days after Tenant receives notice
of the filing thereof.  If Tenant shall fail to cause such lien
to be discharged by payment, bond or otherwise within such
period, Landlord may cause such lien to be discharged by
payment, bond or otherwise, without investigation as to the
validity thereof or as to any offsets or defenses thereto, and
Tenant shall, upon demand, reimburse Landlord for all amounts
paid and costs incurred, including attorneys' fees, in having
such lien discharged of record.

13.  CONDITION OF DEMISED PREMISES: LANDLORD'S REPRESENTATIONS.

     (a)  Tenant acknowledges and agrees that, except as
expressly set forth in this Lease, there have been no
representations or warranties made by or on behalf of Landlord
with respect to the Demised Premises or the Building or with
respect to the suitability of either for the conduct of Tenant's
business.  The commencement of construction upon the Demised
Premises by Tenant shall conclusively establish that the Demised
Premises was at such time in satisfactory condition as required
by this Lease.

     (b)  Landlord represents and warrants that:

          (i)  Landlord has no knowledge of any impending or
imminent public assessments against the Land;

          (ii)  Landlord has the authority to execute the Lease,
and upon execution, it shall be legally binding upon Landlord in
accordance with its terms;

          (iii)  there is no present litigation involving
Landlord on the Demised Premises which could materially and
adversely affect the Tenant's intended use thereof,

          (iv)  to the best of Landlord's knowledge.  based
solely upon a third party audit obtained by Landlord, and not
based upon any independent investigation by Landlord, no
Hazardous Substances (as elsewhere specifically defined in this
Lease) are present on or under the Demised Premises; and

          (v)  Landlord has no knowledge of any pending
condemnation proceedings pertaining to the Demised Premises.

14.  LANDLORD SERVICES.

     (a)  Landlord will operate and maintain or will cause to be
operated and maintained, the Common Area and Common Facilities
in a manner characteristic of first class office and retail
centers in the southern Chester County area without limitations
of the foregoing, provided Tenant is not in default under any of
the provisions of this Lease, Landlord shall provide for
cleaning, maintenance, repaving, repairing, and snow removal of
the Common Area, including but not limited to landscape
maintenance for any landscaped areas within the Common Area, as
well as any work to the Common Area or Common Facilities that is
required by law.  Without limitation of the foregoing, the
Common Area shall be policed regularly (and not less often than
daily) for the removal of litter and debris and shall be lighted
at night during at least the hours of operation of the Tenant.

     (b)  Landlord agrees to maintain comprehensive public
liability insurance covering all of the Common Area and Common
Facilities in an amount of not less than $1,000,000 per
occurrence and $3,000,000 in the aggregate.

     (c)  Except for the foregoing, Landlord shall not be
obligated to provide any services to Tenant, it being understood
that this is a "triple net" lease, with rent paid to Landlord
intended to be net of Tenant's Share of Real Estate Taxes,
repairs to the Demised Premises, utility service to the Demised
Premises, and Tenant's Share of Operating Expenses.

15.  ASSIGNMENT AND SUBLETTING.

     (a)  Tenant shall have the right to assign its rights under
this Lease or to sublease the Premises or any part thereof to
any federally or state chartered bank, savings and loan or
credit union for use as a bank office (which shall include any
uses now or hereafter commonly associated therewith, including
but not limited to the acceptance of deposits, making of loans,
safe deposits, and associated office uses), provided Landlord is
reasonably satisfied as to the financial stability of such
assignee or subtenant.

     (b)  No other assignment of this Lease or subleasing of the
Premises or any part thereof shall be made without the prior
written consent of Landlord, which consent shall not be
unreasonably withheld or delayed.

     (c)  No subletting or assignment shall release Tenant of
Tenant's obligation or alter the primary liability of Tenant to
pay the rental and to perform all other obligations to be
performed by Tenant hereunder.  The acceptance of rental by
Landlord from any other person shall not be deemed to be a
waiver by Landlord of any provision hereof.  Consent to one
assignment or subletting shall not be deemed consent to any
subsequent assignment or subletting.  In the event of default by
any assignee of Tenant or any successor of Tenant in the
performance of any of the terms hereof, Landlord may proceed
directly against Tenant without the necessity of exhausting
remedies against such assignee or successor.

16.  REPAIRS.

     Tenant shall make, at its sole cost and expense, all
repairs necessary to maintain the Building and the Demised
Premises (except the Common Facilities), including without
limitation, the roof and structure, all plumbing, heating,
ventilation, air conditioning and electric lines, pipes,
fixtures and equipment and shall keep the Building and Demised
Premises and the fixtures therein in neat and orderly condition.
Tenant shall keep the sidewalk immediately surrounding the
Building and the landscaped areas adjacent to the foundation of
the Building in neat and orderly condition and free of vermin,
offensive odors, and (with respect to sidewalks or paved areas)
free of snow within a reasonable time after a snow fall.  Tenant
shall keep all grass, shrubbery and landscaping immediately
adjacent to the Building neatly trimmed in a manner consistent
with Landlord's maintenance of other landscaped areas in the
Center.  If the Tenant refuses or neglects to perform such
maintenance or repairs, or fails to diligently prosecute the
same to completion, after 30 days prior written notice from
Landlord of the need therefor, Landlord may make such repairs at
the expense of Tenant and such expense shall be collectible as
Additional Rent.  Any such repairs and any labor performed or
materials furnished in, on or about the Demised Premises shall
be performed and furnished by Tenant in strict compliance with
all applicable laws, regulations, ordinances and requirements of
all duly constituted authorities or governmental bodies having
jurisdiction over the Building, the requirements of any board of
underwriters having jurisdiction thereof, as well as any
reasonable regulations imposed by Landlord pertaining thereto.

17.  HAZARDOUS SUBSTANCES.

     (a)  The term "Hazardous Substances," as used in this
Lease, shall include, without limitation, flammable, explosive
or radioactive materials, asbestos, polychlorinated biphenyls
("PCB's"), chemicals known to cause cancer or reproductive
toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, petroleum and petroleum
products, and substances declared to be hazardous or toxic under
any law or regulation now or hereafter enacted or promulgated by
any governmental authority.

     (b)  Tenant shall not use, generate, release, manufacture,
refine, produce, process store, or dispose of any Hazardous
Substance on, under, or about the Demised Premises, in violation
of law.  Notwithstanding the foregoing, Tenant shall have no
liability of any kind or nature arising from the presence of any
Hazardous Substances upon or under the Demised Premises which
either (A) existed thereon or thereunder prior to the date of
this Lease or (B) are released, spilled, deposited or otherwise
conveyed upon or under the Demised Premises by any person or
entity other than Tenant.

18.  SURRENDER OF DEMISED PREMISES.

     At the end of the term of this Lease, Tenant shall
surrender the Demised Premises to Landlord, together with all
alterations, additions and improvements thereto, in broom clean
condition and in good order and repair except for ordinary wear
and tear.  If Tenant is not then in default under any of the
terms hereof, Tenant shall have the right to remove any
equipment, furniture, trade fixtures (including but not limited
to any vault) or other personal property placed in the Building
by Tenant, provided that Tenant promptly repairs any damage to
the Building caused by such removal.  Tenant shall repair all
damage to the Demised Premises caused by such removal and
restore the Demised Premises to the condition in which they were
prior to the installation of the items so removed.  Tenant shall
surrender the Demised Premises to Landlord at the end of the
Term hereof, without notice of any kind, and Tenant waives all
right to any such notice as may be provided under any laws now
or hereafter in effect in Pennsylvania.  If Tenant shall fail to
remove any of its equipment, furniture, trade fixtures or other
personal property within 30 days after expiration of the Term,
Landlord may remove and store the same at the expense of Tenant
or sell the same on behalf of Tenant at public or private sale
in such manner as is commercially reasonable, with any proceeds
thereof to be first applied to the costs and expenses, including
attorney's fees, of the storage and sale and the payment of any
amounts owed hereunder by the Tenant.

19.  INDEMNIFICATION AND INSURANCE.

     (a)  Tenant covenants and agrees that it shall, without
notice or demand and at its own cost and expense, indemnify,
defend and save harmless Landlord against and from any loss,
cost, liability, claim or damage suffered or incurred by
Landlord as a result of:

          (i)  the negligent use and occupancy of the Demised
Premises by Tenant, its agents, and employees,

          (ii)  any wilful failure by Tenant to perform any of
the terms or conditions of this Lease required to be performed
by Tenant,

          (iii)  any failure by Tenant to comply with any
statutes, regulations, ordinances or orders of any governmental
authority, or

          (iv)  any accident, death, injury, or damage, loss or
theft of property in or about the Demised Premises (whether
involving property belonging to Tenant or any other person) to
the extent resulting from the negligence or wilful misconduct of
Tenant or any agent or employee of Tenant who is acting on
behalf of the Tenant at the time of such incident

     (b)  Tenant shall keep in force public liability insurance
with respect to the Demised Premises, including contractual
insurance with respect to the covenants and agreements above,
with companies and in form acceptable to the Landlord to afford
protection of not less than Three Million ($3,000,000.00)
Dollars for any one accident, and One Million ($1,000,000.00)
Dollars for injury to anyone individual with respect to personal
injury or death and property damage, and naming the Landlord as
an additional insured and providing thirty (30) days' notice of
cancellation.  Such limits may be increased by Landlord upon
written notice to Tenant, based upon Landlord's reasonable
determination of a commercially reasonable level of liability
insurance, taking into consideration the particular use of the
Demised Premises by the Tenant.  Copies of such policies shall
be delivered to Landlord once per calendar year.

     (c)  As to any loss or damage which may occur upon the
property of a party hereto, such party hereby releases the
other, to the extent of such damaged party's insurance coverage,
from any and all liability for such loss or damage even if such
loss or damage shall be brought about by the fault or negligence
of such other party, or the agent or employees of such other
party; provided, however, that this release shall be effective
only with respect to loss or damage occurring during such time
as the applicable policies of insurance shall contain a clause
to the effect that this release shall not affect said policies
or the right of the insured to recover thereunder.  If any
policy does not contain such a clause, the insured party shall,
at the written request of the other party to this Lease, have
such a clause added to said policy if an endorsement so
providing is obtainable.

20.  FIRE OR OTHER CASUALTY.

     If the Building is damaged in whole or part by fire or
other casualty, the damages shall, unless caused by Landlord,
its agents or employees, be repaired by and at the expense of
Tenant and there shall be no abatement of rent whatsoever.
Tenant agrees to repair such damage within a reasonable period
of time after such damage.

21.  CONDEMNATION.

     (a)  If the entire Demised Premises or the Building shall
be condemned for public use, then and in that event, upon the
vesting of title to the same for such public use, this Lease
shall terminate.  In the event of such termination of this
Lease, all rent paid in advance shall be apportioned as of the
date of such termination.

     (b)  Notwithstanding the foregoing, if only a part of the
Demised Premises shall be so taken and the part not so taken
shall be sufficient for the operation of Tenant's business,
Tenant shall retain the part not so taken and there shall be a
proportional reduction in the Minimum Annual Rent and Additional
Rent.  Tenant shall be entitled to make such claims for proceeds
of condemnation as to which the Tenant may be entitled as a
matter of law, and shall apply the proceeds first to the
restoration of the Demised Premises.  Notwithstanding the
foregoing, if the proceeds of condemnation of the Demised
Premises or any part thereof is not sufficient to restore the
Demised Premises to a condition usable for its purpose at the
time of condemnation, then the Tenant may tender the transfer
and assignment of any such proceeds to the Landlord and this
Lease and any liability and obligation of Tenant shall thereupon
be terminated, null and void.

     (c)  This Lease shall not be affected if any governmental
or other authority having the power of eminent domain shall by
the exercise of such power of eminent domain take the use or
occupancy of the Demised Premises or any part thereof for a
temporary period not in excess of one hundred twenty (120) days
(hereafter "temporary taking").  Minimum Annual Rent and all
Additional Rent and other charges payable by the Tenant under
this Lease, shall be abated pro rata during the temporary
taking.  Except only to the extent that the Tenant may be
prevented from so doing pursuant to the terms of the order of
the condemning authority, Tenant shall continue to perform and
observe all its other obligations under this Lease, as though
the temporary taking had not occurred.  Tenant shall be entitled
to receive the entire amount of any award made for the temporary
taking, whether paid by way of damages, rent, or otherwise.
Tenant shall not be prohibited from seeking to recover from the
condemnor compensation for loss of business and relocation
expenses provided the same does not diminish the amount received
by Landlord.  The Tenant covenants that, upon the termination of
any temporary taking, prior to the expiration of the Term, it
will, at its sole cost and expense, restore the Demised
Premises, as nearly as may be reasonably possible, to the
condition in which the same were immediately prior to the
temporary taking.  Any taking depriving Tenant of the use and
occupancy of the Demised Premises, or any part thereof which
materially interferes with Tenant' s ability to conduct its
business therein, for in excess of one hundred twenty (120) days
shall permit Tenant to terminate this Lease by written notice to
Landlord delivered within ten (10) days after the expiration of
such period.

     (d)  Nothing herein shall be deemed to prohibit Tenant from
seeking to recover from the condemnor compensation for loss of
business and relocation expenses provided the same does not
diminish the amount received by Landlord,

22.  ESTOPPEL CERTIFICATES.

     At any time, and from time to time, upon the written
request of Landlord or any "Mortgagee" (as defined in Section 29
hereof), Tenant shall, within 15 days of the date of receipt of
such written request, execute and deliver to Landlord and/or
such Mortgagee, a written statement containing the following
information, to the extent true and correct and to the best of
the Tenant's knowledge: (a) ratifying this Lease; (b) confirming
the Commencement Date and expiration of the Term of this Lease;
(c) certifying that Tenant is in occupancy of the Demised
Premises, and that the 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) reciting the amount of
advance rent, if any, paid by Tenant and the date to which such
rent has been paid; (e) reciting the amount of security
deposited with Landlord, if any; and (f) any other information
which Landlord or the Mortgagee shall reasonably require.  The
failure of Tenant to execute, acknowledge and deliver to
Landlord and/or any Mortgagee a statement in accordance with the
provisions herein within the period set forth herein shall
constitute an acknowledgment by Tenant which may be relied upon
by any person holding or intending to acquire any interest
whatsoever in the Demised Premises or the Building that this
Lease has not been assigned, amended, changed or modified, is in
full force and effect and that the Minimum Annual Rent, and
Additional Rent have been duly and fully paid not beyond the
respective due dates immediately preceding the date of the
request for such statement and shall constitute as to any
persons entitled to rely on such statements a waiver of any
defaults by Landlord or defenses or offsets against the
enforcement of this Lease by Landlord which may exist prior to
the date of the written request, and Landlord, at its option,
may treat such failure as an event of default.

23.  DEFAULT.

     The occurrence of any of the following shall constitute an
event of default and breach of this Lease by Tenant (an "Event
of Default"):

     (a)  A failure by Tenant to pay, when due, any installment
of rent hereunder or any such other sum herein required to be
paid by Tenant where such failure continues for ten (10) days
after Landlord gives Tenant written notice that such installment
is past due.

     (b)  A failure by Tenant to observe and perform any other
terms or conditions of this Lease to be observed or performed by
Tenant, where such failure continues for thirty (30) days after
written notice thereof from Landlord to Tenant or, if thirty
(30) days is not a reasonably sufficient time for the cure of
such failure, then for such reasonable additional time as may be
necessary, so long as such cure is diligently pursued.

     (c)  The making by Tenant of any assignment for the benefit
of creditors; an adjudication that Tenant is bankrupt,
insolvent, or unable to pay its debts; the filing by or against
Tenant of a petition in bankruptcy or of a petition for
reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against
Tenant, the same is dismissed within sixty (60) days after the
filing thereof); the appointment of a trustee or receiver to
take possession of substantially all of Tenant's assets located
in the Demised Premises or of Tenant's interest in this Lease
(unless possession is restored to Tenant within thirty (30) days
after such appointment); or the attachment, execution or levy
against, or other judicial seizure of, substantially all of
Tenant's assets located in the Demised Premises or of Tenant's
interest in this Lease (unless the same is discharged within
thirty (30) days after issuance thereof).

24.  REMEDIES.

     Upon the occurrence of any Event of Default Landlord's
remedies shall be:

     (a)  Landlord may perform for the account of Tenant any
such act, the omission of which constituted a default by Tenant
and immediately recover as Additional Rent any expenditures made
and the amount of any obligations incurred in connection
therewith, plus interest at the Default Rate (hereinafter
defined) from the date the obligations are incurred by Landlord
until payment therefor to Landlord, whether before or after
entry of judgment and issuance of execution thereon.

     (b)  Landlord may, upon 10 days prior written notice,
accelerate and declare to be immediately due and payable all
Minimum Annual Rent and Additional Rent due for the balance of
the Term of this Lease minus the fair market rental value of the
Premises for the balance of the Term of this Lease.  Actual
rents achieved by an arms-length re-letting of the Premises
following termination of this Lease shall be determinative of
the fair market rental value of the Premises (or the part
thereof which is re-let) for the term of such re-letting.  In
the absence of a re-letting of the Premises, the fair market
rental value of the Premises shall be determined by competent
appraisal.  In determining the amount of any future payments due
Landlord relating to Operating Expenses and/or Real Estate
Taxes, Landlord may make such determination based upon the most
recent estimates of Operating Expenses and/or Real Estate Taxes
available.

     (c)  Landlord, at its option, may serve notice upon Tenant
that this Lease and the then unexpired term hereof shall cease
and expire and become absolutely void on the date specified in
such notice, to be not less than fifteen (15) days after the
date of such notice without any right after expiration on the
part of the Tenant to save the forfeiture by payment of any sum
due or by the performance of any term or condition broken; and,
thereupon and at the expiration of the time limit in such
notice, this Lease and the Term hereof, as well as the right,
title and interest of the Tenant hereunder, and any liabilities
or obligations of the Tenant for the payment of Minimum Annual
Rent, Additional Rent, except for the accelerated amounts due
under section 24(b), above, shall wholly cease and expire and
become void in the same manner and with the same force and
effect as if the date fixed in such notice were the date herein
specified for expiration of the Term of this Lease.  Upon such
termination, Tenant shall immediately quit and surrender to
Landlord the Demised Premises, and Landlord may enter into and
repossess the Demised Premises by summary proceedings, detainer,
ejectment or otherwise and remove all occupants thereof and, at
Landlord's option, any property thereon without being liable to
indictment, prosecution or damages therefor.

     (d)  Landlord may re-enter and repossess the Demised
Premises and any part thereof and attempt using its best
efforts, as agent for Tenant if this Lease has not been
terminated, or on its own behalf if this Lease has been
terminated, to relet all or any part of the Demised Premises for
and upon such terms and to such persons and for such period or
periods as Landlord, in its reasonable discretion, shall
determine, including a term beyond the termination of this
Lease; and Landlord shall not be required to accept any tenant
offered by Tenant or observe any instruction given by Tenant
about such reletting.  For the purpose of such reletting,
Landlord may decorate or make repairs, changes, alterations or
additions in or to the Demised Premises to the extent deemed by
Landlord desirable or convenient; and the cost of such
decoration, repairs, changes, alterations or additions shall be
charged to and be payable by Tenant as Additional Rent
hereunder, as well as any reasonable brokerage and attorneys
fees incurred by Landlord; and any sums collected by Landlord
from any new tenant obtained shall be credited against the
balance of the rent due hereunder as aforesaid.  Unless this
Lease has been terminated, Tenant shall pay to Landlord monthly,
on the days when the rent would have been payable under this
Lease, the amount due hereunder less the amount obtained by
Landlord from such new tenant;

     (e)  Landlord shall have the right of injunction, in the
event of a breach or threatened breach by Tenant of any of the
terms and conditions hereof, to restrain the same and the right
to invoke any remedy allowed by law or in equity, whether or not
other remedies, indemnities or reimbursements are herein
provided.  The rights and remedies given to Landlord in this
Lease are distinct, separate and cumulative remedies; and no one
of them, whether or not exercised by Landlord, shall be deemed
to be in exclusion of any of the others.

     (f)  The remedies available to Landlord pursuant to the
provisions of this Lease hereof are cumulative and concurrent
and may be exercised in such manner as Landlord may, in
Landlord's sole discretion, determine is appropriate.

      (g)  "Default Rate" shall mean a floating rate of interest
per annum equal to five percent (5%) above the national prime
rate of interest published in the "Money Rates" section of the
Wall Street Journal, as the same may be in effect and change
from time to time while the Event of Default continues.

25.  WAIVER.

     The failure or delay on the part of Landlord to enforce or
exercise at any time any of the terms and conditions of this
Lease shall in no way be construed to be a waiver thereof, nor
in any way to affect the validity of this Lease or any part
hereof, or the right of Landlord to thereafter enforce each and
every such term or condition.  No waiver by Landlord of any
breach of this Lease shall be held to be a waiver of any other
or subsequent breach.  The receipt by Landlord of rent at a time
when the rent is in default under this Lease shall not be
construed as a waiver of such default.  The receipt by Landlord
of a lesser amount than the rent due shall not be construed to
be other than a payment on account of the rent then due, nor
shall any statement on Tenant's check or any letter accompanying
Tenant's check be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to Landlord's
right to recover the balance of the rent due or to pursue any
other remedies provided in this Lease.  No act or thing done by
this Lease shall be deemed an acceptance or a surrender of the
Demised Premises, and no agreement to accept such a surrender
shall be valid unless in writing and signed by Landlord.

26.  QUIET ENJOYMENT.

     If and so long as Tenant pays the rent reserved hereunder
and observes and performs all the terms and conditions on
Tenant's part to be observed and performed hereunder, Tenant
shall and may peaceably and quietly have, hold and enjoy the
Demised Premises for the entire Tenn hereof, subject to all of
the provisions of this Lease.

27.  FORCE MAJEURE.

     Time periods for Landlord's or Tenant's performance of
their respective obligations under any of the terms of this
Lease (other than Tenant's obligation to pay Minimum Annual Rent
and Additional Rent when due) shall be extended for periods of
time during which such party's performance is prevented due to
circumstances beyond its reasonable control, including without
limitation, strikes, embargoes, governmental regulations, acts
of God, war or other strife.

28.  SUCCESSORS.

     The respective rights and obligations provided in this
Lease shall bind and shall inure to the parties hereto, and
their successors and permitted assigns.

29.  SUBORDINATION.

     (a)  Tenant agrees to subordinate its interest in the
Demised Premises to the lien of any mortgage, now existing or
hereinafter created, against the Center ("Mortgage") provided
each mortgagee holding a Mortgage ("Mortgagee") executes a
Subordination, Non-Disturbance and Attornment Agreement in form
as attached hereto as Exhibit D ("Subordination Agreement") or
in such modified form as a Mortgagee may reasonably request, so
long as the substance of the Subordination Agreement is
preserved.

     (b)  Tenant's obligations under this Lease are conditioned
upon Landlord providing Tenant, within sixty (60) days of the
date of execution of this Lease, and again within five (5)
business days of the execution and delivery of each and every
new Mortgage, with a Subordination Agreement executed by each
Mortgagee now holding or acquiring a Mortgage upon the Center.

     (c)  Notwithstanding anything to the contrary set forth
above, any Mortgagee may at any time subordinate its Mortgage to
this Lease, without Tenant's consent, by execution of a written
document subordinating such Mortgage to this Lease to the extent
set forth therein, and thereupon this Lease shall be deemed
prior to such Mortgage to the extent set forth in such written
document without regard to their respective dates of execution,
delivery and/or recording and in that event, to the extent set
forth in such written document, such Mortgagee shall have the
same rights with respect to this Lease as though this Lease had
been executed and a memorandum thereof recorded prior to the
execution, delivery and recording of the Mortgage as though this
Lease had been assigned to such Mortgagee.  Should Landlord or
any Mortgagee or purchaser desire confirmation of the status of
the subordination of any Mortgage to this Lease or of this Lease
to any Mortgage or as to whether Tenant has attorned to the
rights of any Mortgage, as the case may be, Tenant upon written
request, and from time to time, will execute and deliver without
charge and in form reasonably satisfactory to Landlord, the
Mortgagee or the purchaser all instruments and/or documents that
may be reasonably required to acknowledge such subordination
and/or agreement to attorn, in recordable form within fifteen
(15) days following a written request therefor from Landlord.
In the event Tenant fails to execute and deliver the instruments
and documents as provided for herein within the time period set
forth, Tenant does hereby make, constitute and appoint Landlord
or such Mortgagee or purchaser, as the case may be, as Tenant's
attorney-in-fact and in its name, place and stead to do so, or
Landlord may treat such failure as an event of default.  The
aforesaid power of attorney is given as security coupled with an
interest and is irrevocable.

30.  GOVERNING LAW.

     This Lease shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

31.  SEVERABILITY.

     If any provisions of this Lease shall prove to be invalid,
void or illegal, it shall in no way affect any other provision
hereof and the remaining provisions shall nevertheless remain in
full force and effect.

32.  HOLDING OVER.

     If Tenant shall, with the consent of Landlord, hold over
after the expiration of the Term, such tenancy shall be deemed a
month-to-month tenancy, which tenancy may be terminated as
provided by applicable state law.  During such tenancy, Tenant
agrees to pay to Landlord the Minimum Annual Rent and Additional
Rent that was last in effect for the Demised Premises prior to
expiration of the Term, and to be bound by all the terms and
conditions herein.  If Landlord has not consented to such hold
over by the Tenant, such tenancy may be terminated as above
provided, and until Tenant has vacated the Demised Premises, it
agrees to pay to Landlord Minimum Annual Rent equal to the one
and one-half times the Minimum Annual Rent last in effect for
the Demised Premises prior to expiration of the Term, plus
Additional Rent as was in effect prior to expiration of the
Term.

33.  NOTICES.

     All notices and statements required or permitted under this
Lease shall be in writing, and either (a) delivered in person,
(b) sent by United States Registered or Certified Mail with
postage prepaid or (c) sent by Federal Express or other
recognized overnight courier service with postage prepaid, and
in any event addressed as follows:

As to Tenant:     The Peoples Bank of Oxford
                  P.O. Box 500
                  24 South Third Street
                  Oxford, PA 19363-0500
                  Attn: President

As to Landlord:   Beiler-Campbell, Inc.
                  P.O. Box 1096
                  Kennett Square, PA 19348

     Either party may at any time, in the manner set forth for
giving notices to the other, designate a different address to
which notices to it shall be sent.

34.  BROKERS.

     Landlord and Tenant represent and warrant to each other
that neither has dealt with any broker, firm, company or person
in connection with the negotiation for or the obtaining of this
Lease and each party shall indemnify, defend and hold the other
harmless from and against any claim by any person claiming a
commission or other form of compensation by virtue of having
dealt with such party with regard to this Lease, and any
attorneys fees or other expenses incurred by such other party in
connection therewith.

35.  SIGNS.

     (a)  Tenant shall not, without Landlord's prior written
approval, paint, place or erect any sign on the exterior walls
or the roof of the Building or at locations on the Demised
Premises other than the Building, except as shown on the Final
Plans and Specifications.  Notwithstanding the foregoing, Tenant
may display banners on the exterior of the Building without
Landlord's approval for periods of up to 30 days in any calendar
quarter and for the first six months after Tenant opens for
business at the Demised Premises.  Landlord's approval hereunder
shall not be unreasonably withheld.  All signs must comply with
applicable Township ordinances.

     (b)  Tenant shall be entitled to a sign on any pylon sign
for the Center and on any directory of tenants of the Center,
with such sign to be of a size (relative to the size of signs
for other tenants of the Center) having the same proportion as
the ground floor area of the Building bears to the ground floor
area of the buildings (or portions thereof) occupied by the
other tenants sharing the pylon sign or directory sign.

36.  CAPTIONS.

     The titles or captions to the paragraphs of this Lease are
for convenience of reference only, and are not to be construed
as defining, limiting or modifying the scope or intent of any of
the terms and conditions of this Lease.

37.  ENTIRE AGREEMENT.

     This Lease contains all covenants and agreements between
Landlord and Tenant relating in any manner to the rental, use
and occupancy of the Demised Premises and Tenant's use of the
Building and other matters set forth in this Lease.  No prior
agreement or understanding pertaining to the same shall be valid
or of any force or effect and the terms, covenants and
conditions of this Lease shall not be altered, modified or added
to except in writing signed by Landlord and Tenant.

38.  LEASEHOLD MORTGAGE.

     Tenant shall have the right to grant a mortgage of its
leasehold interest in the Demised Premises to secure debts
incurred by Tenant ("Qualified Leasehold Mortgage").  A
Qualified Leasehold Mortgage may be granted to and held solely
by a state or federally chartered bank, savings and loan or
credit union or to an insurance company.  The mortgagee under
the Qualified Leasehold Mortgage or any other entity acquiring
an interest in the Lease by foreclosure shall be subject to all
of the rights and obligations of the Tenant as set forth in this
Lease, including without limitation any restrictions on use of
the Demised Premises and upon assignment or subletting of this
Lease.

39.  REGULATORY APPROVAL.

     Tenant's obligations under this Lease are contingent upon
its ability to obtain approval of its intended use of the
Demised Premises as a branch banking facility from the Federal
Deposit Insurance Corporation and the Pennsylvania Banking
Commission (the "Regulatory Approvals").  Tenant shall
immediately following execution of this Lease apply for the
Regulatory Approvals and diligently pursue the same.  If Tenant
has not obtained the Regulatory Approvals within 150 days of the
date of this Lease, Tenant shall have the right to terminate
this Lease by written notice delivered to Landlord.  In the
absence of such notice, Tenant will be deemed to have waived
this provision, and shall be obligated under this Lease whether
or not the Regulatory Approvals are obtained if, after
expiration of the 150 day period, Landlord gives Tenant written
notice of the expiration of such period and Tenant fails to
exercise its right of termination within 15 days thereafter.
Tenant shall keep Landlord advised of the status of the
applications for Regulatory Approvals and shall provide upon
request such information with respect to the status of the
applications as is reasonably requested by the Landlord.  Tenant
shall also provide Landlord with prompt written notice upon the
expiration of the 150 day period within which Tenant is to
obtain the Regulatory Approvals if Tenant has failed to obtain
the Regulatory Approvals within said 150 day period.

40.  TAX DEDUCTIONS.

     It is the intention of the parties that Tenant shall be
entitled to all tax deductions applicable to the Building and
any other improvements to the Demised Premises installed by
Tenant, to the extent provided by law.

41.  ENVIRONMENTAL REPORT.

     Tenant shall have the right to obtain an environmental
inspection report on the Demised Premises and surrounding
property from a reputable environmental consulting firm selected
by Tenant (the "Consultant").  Tenant shall obtain the
environmental inspection report within thirty (30) days after
the date hereof.  If the Consultant's report is unsatisfactory
to Tenant because it indicates a reasonable basis to believe
Hazardous Substances are present (or there is a threatened
release of such Hazardous Substances) on the Demised Premises or
anywhere within a proximity thereto which would give Tenant a
reasonable basis to believe such Hazardous Substances may spread
to the Demised Premises and would require remediation, the
Tenant shall notify Landlord within ten (10) days of receipt of
such report and Landlord shall have thirty (30) days after
receipt of such notice within which to advise Tenant as to
whether Landlord will submit a proposal to Tenant of a plan to
clean-up or remediate the Hazardous Substances at Landlord's
sole expense, and if Landlord will submit such a plan, a copy
thereof.  If the Landlord's response is not acceptable to Tenant
based on the recommendation of Tenant's environmental
consultant, or if the time period required to complete the
clean-up or remediation is unacceptable to Tenant, Tenant may
terminate this Lease and recover any prepaid rent by giving
Landlord written notice thereof within ten (10) days after
Tenant's receipt of Landlord's response.  Tenant shall have no
obligation to commence construction of the Building or pay any
rent unless and until any clean-up or remediation agreed to by
Landlord is completed.  In the absence of Tenant's delivery of
the Consultant's report within thirty (30) days of the date of
this Lease, or in the absence of Tenant's notice of termination
within ten (10) days after receipt of Landlord's response to
such report, Tenant shall be deemed to have approved the
environmental condition of the Demised Premises and the
provisions of this Section 41 shall be of no further force and
effect.

42.  RIGHT TO ESTABLISH CONDOMINIUM.

     Landlord shall have the right to establish a condominium
from its fee simple ownership of the Center so long as:
(a) there shall be no effect on the rights, liabilities and
obligations of the Tenant under this Lease, including without
limitation the amount of Additional Rent and the rights of
Tenant, its employees, agents, contractors and invitees in and
to the use of the Common Area; (b) there shall be no effect on
the rights, liabilities and obligations of the Landlord under
this Lease; (c) Landlord's fee simple interest in an area not
less than the entire Demised Premises shall constitute a single
condominium unit; (d) the owner of the condominium unit that
includes within its boundaries the Demised Premises shall be the
"Landlord" under this Lease and shall assume all of Landlord's
obligations under this Lease, including but not limited to those
obligations with respect to the Common Area; (e) the
establishment of the condominium shall not interfere with, nor
purport to interfere with, Tenant's ownership of the Building
during the Term; (f) Tenant shall not bear any costs of creating
the condominium or of operating the condominium association
(other than Tenant's share of Common Area operating expenses
that Tenant would otherwise be obligated to pay under this lease
without the existence of a condominium); and (g) Landlord shall
exercise its rights under the condominium in such a manner as to
comply with the requirements of the preceding clauses.

43.  MEMORANDUM OF LEASE.

     Landlord and Tenant shall execute with this Lease the
Memorandum of Lease attached hereto as Exhibit E and the same
may be recorded by Tenant in the Office of the Recorder of Deeds
of the County in which the Center is located.

     IN WITNESS WHEREOF, the parties have caused this Lease to
be duly executed the day and year first above written, intending
to be legally bound hereby.
                                 LANDLORD
                                 BEILER CAMPBELL INC.

Attest:______________            By:_________________________
                                 Name:_______________________
                                 Title:______________________

                                 TENANT
                                 THE PEOPLES BANK OF OXFORD

Attest:______________            By:_________________________
                                 Name:_______________________
                                 Title:______________________



                             EXHIBIT E
                      MEMORANDUM OF LEASE

     THIS MEMORANDUM OF LEASE, dated the 7th day of November,
1994, between BEILER CAMPBELL, INC. a Pennsylvania corporation,
having its principal office at P.O. Box 1096, Kennett Square,
Pennsylvania 19348 ("Landlord") and THE PEOPLES BANK OF OXFORD,
a Pennsylvania corporation, having its principal office at 24
South Third Street, Oxford, Pennsylvania, ("Tenant"),

                           WITNESSETH:

     THAT WHEREAS, Landlord is the owner of the certain property
comprising ____ acres, more or less, located at the intersection
of Baltimore Pike and Bayard Road in East Marlborough Township,
Chester County, Pennsylvania, being more particularly described
in Exhibit A attached hereto and incorporated herein ("Land");
and

     WHEREAS, on December 7, 1994 Landlord entered into a
certain Lease (the "Lease") with Tenant for the a portion of the
Land, being the premises more particularly described in
Exhibit B attached hereto and incorporated herein (the
"Premises); and

     WHEREAS, Landlord and Tenant desire to record this
Memorandum to provide notice in the public records of the
existence of the Lease affecting the Premises.

     NOW, THEREFORE, Landlord and Tenant do hereby affirm that
there exists a Lease dated December 7, 1994 between Landlord and
Tenant and that some, though not all, of the terms of the Lease
are as follows:

     1.  Term.  The term of the Lease shall commence at the time
Landlord has obtained all governmental approvals necessary to
construct a building on the Premises and shall, unless sooner
terminated pursuant to any of the terms, covenants or conditions
of the Lease or pursuant to law, expire at the expiration of
20 years from the date of commencement of the Term.

     2.  Options to Renew.  The Lease further contains a right
of Tenant to extend the Term of the Lease for two additional
consecutive periods, one of 5 years and one of 4 years and
364 days, respectively, subject to the terms, covenants and
conditions for exercise of the option contained in the Lease.

     3.  Construction.  Tenant, under the terms of the Lease, is
obliged to construct on the Premises a branch bank office
building, subject to terms and conditions more specifically set
forth in the Lease.

     4.  Uses/Restrictive Covenants.  The Lease contains
restrictive covenants limiting or otherwise restricting the use
of portions of the Land.

     5.  Assignments.  The Lease contains restrictions on the
assignment, subletting and mortgaging of the Lease and the
Tenant's rights therein.

     6.  Interpretation.  This Memorandum of Lease is not an
agreement between Landlord and Tenant, but rather a notice to be
placed of record of the existence of the Lease; reference is
hereby made to the Lease for all terms, covenants and conditions
with respect to the leasehold interest of Tenant and the
Premises.

     IN WITNESS WHEREOF this Memorandum of Lease has been signed
and sealed by duly authorized officers of the Landlord and
Tenant as of the date and year first above written.

                                BEILER CAMPBELL, INC.
ATTEST:

__________________________      By:____________________________
                                Name:__________________________
                                       President

                                THE PEOPLES BANK OF OXFORD
ATTEST:

__________________________      By:____________________________
                                Name:__________________________
                                Title:_________________________



                   SUBORDINATION ATTORNMENT AND
                     NON-DISTURBANCE AGREEMENT

     THIS AGREEMENT, made as of the 1st day of December, 1994,
by and between MERIDIAN BANK, a Pennsylvania corporation having
an office at 35 North Sixth Street, Reading, Pennsylvania
("Lender"), and THE PEOPLES BANK OF OXFORD, a Pennsylvania
corporation having an office at 24 South Third St., Oxford,
Pennsylvania (the "Tenant").

WITNESSETH:

     WHEREAS, the Lender has made a loan (together with any
present or future amendments or increases thereto, the Loan") to
Beiler & Campbell, Inc. ("Landlord") evidenced by a Promissory
Note of Landlord (together with any present or future amendments
or increases thereto, the "Note") secured by a mortgage from the
Landlord, as mortgagor, to Lender, as mortgagee (said mortgage
being hereinafter referred to as the "Mortgage") and recorded at
Book 3759, Page 198 in the Office of the Recorder of Deeds of
Chester County, covering all of the Landlord's right, title and
interest in the land, buildings, improvements and other items of
property described therein, located in Chester County,
Pennsylvania and more particularly described in Exhibit A
annexed hereto and made a part hereof (said land, buildings,
improvements and such other property being hereinafter
collectively referred to as the "Mortgaged Premises"), and
further secured by an Assignment of Rents and Other Interests
(together with any present or future amendments or increases
thereto, the "Assignment of Rents"), recorded in the Office of
the Recorder of Deeds of Chester County; and

     WHEREAS, the Landlord and the Tenant entered into a lease
dated as of December 7, 1994 (said lease, as the same may be
amended, renewed, modified, consolidated, replaced or extended
being hereinafter referred to as the "Lease"), covering a
portion of the Mortgaged Premises (the "Leased Premises"); and

     WHEREAS, the Assignment of Rents assigns to Lender all of
Landlord's right, title and interest in and to the Lease and any
other present or future lease of all or any part of the
Mortgaged Premises; and

     WHEREAS, the Lease will benefit the Lender by enhancing the
value of the Mortgaged Premises; and

     WHEREAS, the Tenant, as a condition to entering into the
Lease, has required that the this Agreement be executed by the
Lender.

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency
whereof are hereby acknowledged, Tenant and Lender, intending to
be legally bound hereby, covenant and agree as follows:

     1.  The Lease shall at all times be subject and subordinate
in each and every respect to the Mortgage (and all provisions
thereof) with the same force and effect as if the Mortgage had
been executed and delivered prior to the execution and delivery
of the Lease and without regard to the order or priority of
recording of the Mortgage and the Lease or any memorandum of the
Lease, subject, nevertheless, to the provisions of this
Agreement.

     2.  If the interest of the Landlord under the Lease shall
be transferred by reason of a foreclosure action or other
proceedings for enforcement of the Mortgage or pursuant to a
transfer in lieu of foreclosure, the Tenant shall be bound to
and shall attorn to the person acquiring the interests of the
Landlord as a result of any such action or proceeding and such
person's successors and assigns (any of the foregoing being
hereinafter referred to as the "Successor"), said attornment to
be effective and self-operative without the execution of any
further instruments by the parties hereto, upon the Successor
succeeding to the interest of the Landlord in and to the Leased
Premises.

     3.  If the interest of the Landlord under the Lease shall
be transferred by reason of foreclosure or other proceedings for
enforcement of the Mortgage or pursuant to a transfer in lieu of
foreclosure then, except as provided in this Agreement, the
Successor shall be bound to the Tenant and the Tenant shall be
bound to the Successor, under all of the terms, covenants and
conditions of the Lease for the balance of the term thereof
remaining, with the same force and effect as if the Successor
were the Landlord (but subject to paragraph 4 below).

     4.  The Successor shall not and shall not be deemed to
(a) adopt or in any other manner be responsible or liable for
any representations and warranties made by the Landlord in the
Lease, (b) be liable for any act, omission or default of
Landlord or any prior landlord, (c) be liable to Tenant in any
event for any matter relating to the operation, maintenance or
condition of the Mortgaged Premises or Leased Premises prior to
the date Successor acquires title to the Leased Premises, (d) be
subject to any offset or defenses which Tenant might have had
against any prior Landlord, (e) be bound by any amendment or
modification to the lease made without its consent, (f) be
liable for the return of any security deposit; or (g) be bound
by any rent or additional rent that Tenant might have paid for
more than the current month to any prior Landlord.

     5.  If Tenant is not in default hereunder or under the
terms of the Lease, the Tenant will not be joined as a party
defendant for the purpose of terminating the Lease in any
foreclosure action or proceeding which may be instituted or
taken by the Lender, nor will the Tenant be evicted from the
Leased Premises, nor will the Tenant's leasehold estate under
the Lease be terminated or disturbed, nor will any of the
Tenant's right under the Lease be affected in any way by reason
of any default under the Mortgage.

     6.  This Agreement may not be modified except by an
agreement in writing signed by the parties hereto or their
respective successors in interest.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto, their
respective successors and assigns.

     7.  All notices, demands or requests made pursuant to,
under or by virtue of this Agreement must be in writing and
mailed to the party to whom the notice, demand or request is
being made by certified or registered mail, return receipt
requested, at its address set forth above.  Any party may change
the place that notices and demands are to be sent by written
notice delivered in accordance with this Agreement.  Tenant
hereby agrees that in the event of attornment described in
section 2 hereof, all warrants of attorney (if any) contained in
the Lease for confession of judgment for money or for possession
of the Leased Premises shall continue in full force and effect
to the benefit of the Successor.

     8.  This Agreement is fully integrated and not in need of
parol evidence in order to reflect the intentions of the parties
hereto.  The parties hereto intend the literal words of this
Agreement to govern the subject matter hereof and all prior
negotiations, drafts and other extrinsic communications shall
have no significance or evidentiary effect.  This Agreement
shall be the whole and only agreement between the parties hereto
with regard to the subordination of the Lease and the leasehold
interest of Tenant thereunder to the lien or charge of the
Mortgage in favor of Lender, and shall supersede and control any
prior agreements as to such, or any subordination, including,
but not limited to, those provisions, if any, contained in the
Lease which provide for the subordination of the Lease and the
leasehold interest of tenant thereunder to a deed or deeds of
trust or to a mortgage or mortgages to be thereafter executed.
In the event any one or more of the provisions of this Agreement
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.

     9.  This Agreement shall continue in effect until all sums
due by Landlord to Lender under the Note, the Mortgage and the
Assignment of Rents have been paid and satisfied in full.

     IN WITNESS WHEREOF, the parties hereto have hereunto caused
this Agreement to be duly executed as of the day and year first
above written.

                              Lender:

                              _________________________________
Attest:

__________________________    By:______________________________
[Corporate Seal]


                              Tenant:

                              THE PEOPLES BANK OF OXFORD

Attest:

__________________________    By:______________________________
[Corporate Seal]

              The undersigned consents to the foregoing:

                              Landlord:

                              BEILER CAMPBELL, INC.
ATTEST:


__________________________    By:______________________________
[Corporate Seal]              Name:____________________________
                                     President



ALL THAT CERTAIN tract of land, together with buildings and
improvements thereon erected, SITUATE in Independent School
District No. 1, East Marlboro Township, Chester County,
Pennsylvania, according to a survey by George E. Regester, Jr.,
Registered Surveyor, dated October 22, 1958, bounded and
described, as follows:

BEGINNING at a spike set in the middle of a public road (known
as Bayard) which leads from State Highway Route #131 to Sills
Mill and said spike being the Northwest corner of land recently
conveyed to Drex B. Little by Joseph A. Donohoe Estate; THENCE
along first mentioned public road known as Bayard Road, North
01 degree 16 minutes East, 391.32 feet to drill hole in the
center of concrete roadbed of U.S. #131 known as Baltimore Pike;
THENCE along or about to the middle of said Baltimore Pike,
North 69 degrees 11 minutes East, 384.10 feet to a point in the
center of said concrete roadbed; THENCE leaving said Baltimore
Pike and by lands of Angelo Bagnato, the next 3 courses and
distances, to wit:  South 06 degrees 09 minutes East, (passing
over an old iron pin set 63.52 feet) from the last described
point 298.42 feet to an old iron pin; THENCE South 06 degrees
53 minutes East, 148.75 feet to an iron pin set for the
Northeast corner of lands recently conveyed to Drex B. Little by
the Joseph A. Donohoe Estate; THENCE along said lands of said
Drex B. Little, South 86 degrees 52 minutes West, 252.53 feet to
the first mentioned point and place of beginning.

CONTAINING 3.335 acres of land, more or less.

BEING Chester County Tax Parcel 61-6-107















                              EXHIBIT A