Exhibit
10.3





LEASE





THIS
LEASE ("Lease"), is made
and entered into as of October 21, 2005 (the "Effective Date") by and
between Lower Macungie
Associates, LP, having an office at c/o RD Management Corp., 810 Seventh
Avenue, 28th Floor,
New York, New York 10019 ("Landlord"), and Embassy Bank,a Pennsylvania
banking company having an address at 100 Gateway Drive, Suite 100, Bethlehem, PA
18017 ("Tenant").





W
I T N E S S E T H:





ARTICLE I
-GRANTANDTERM





SECTION
      1.01.
              Leased
      Premises.





a)
              In consideration of the rents, covenants and agreements hereinafter
      reserved and contained on the part of Tenant to be observed and performed,
      the Landlord demises and leases to the Tenant, and Tenant rents from
      Landlord, those certain premises, now or hereafter to be erected in the
      Shopping Center (herein called the "Shopping Center")
      located at the intersection of Hamilton Boulevard and Mill Creek Road,
      Lower Macungie Township. Lehigh County, Commonwealth of Pennsylvania,
      which consists of a store and containing an area of approximately four
      thousand (4000) rentable square feet (herein collectively called the
      "Leased
      Premises").





b)
              The boundaries and location of the Leased Premises are crosshatched on the
      site plan of the Shopping Center ("Site Plan"), which is marked Exhibit A and
      is attached hereto and hereby made a part
  hereof.





c)
              Landlord reserves the use of the roof and exterior walls of the Leased
      Premises, and the right, from time to time, to install, maintain, use,
      repair, place and replace utility lines, pipes, conduits, wires, and
      satellites in, on or under the Leased Premises (in locations which shall
      not materially interfere with Tenant's use thereof) to serve other parts
      of or premises in the Shopping Center. All such work shall be done at
      Landlord's expense in a manner which minimizes interference with Tenant’s
      business.  Landlord shall, at Landlord’s sole cost and expense,
      repair and correct any and all damage to the Leased Premises caused by
      such work.





d)
              The Leased Premises are demised and let subject to (a) the existing state
      of the title thereof as of the date of this Lease, (b) any state of facts
      which may be shown by an, updated survey or physical inspection of the
      Premises, (c) all zoning regulations, restrictions, rules and ordinances,
      building restrictions and other laws and regulations now in effect or
      hereafter adopted by any governmental authority having jurisdiction over
      the Leased Premises, and all agreements, licenses, easements, covenants,
      restrictions and other matters which affect the Leased Premises, the title
      thereto, or the use, enjoyment, occupancy or possession thereof but do not
      prohibit or materially interfere with the use or development of the Leased
      Premises as a bank office and (d) the Ground Lease between Landlord, as
      tenant, and Lloyd Jones and Blanche M. Jones, as landlord, dated as of
      July 8, 2005. A redacted copy of the Ground Lease is attached hereto as
      Exhibit E.





e)
              Tenant's obligations under this Lease are conditioned upon the approval of
      this Lease and the location of the bank branch office by the Pennsylvania
      Department of Banking and the FDIC for which Tenant shall diligently and
      in good faith apply immediately following the execution of this Lease by
      Landlord and Tenant. In the event such approvals are not obtained within
      120 days of the date of this Lease, this Lease shall be null and void and
      all payments, if any, made by Tenant to Landlord shall be refunded to
      Tenant without offset.








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f)
              Notwithstanding any other provisions contained in this Lease, in the event
      (a) Tenant or its successors or assignees shall become subject to a
      bankruptcy case pursuant to Title 11 of the U.S. Code or similar
      proceeding during the term of this Lease or (b) the depository institution
      then operating at the Leased Premises is closed, or is taken over by any
      depository institution supervisory authority (hereinafter referred to as
      the "Authority") during the term of this Lease, Landlord may, in either
      such event, terminate this Lease only with the concurrence of any Receiver
      or Liquidator appointed by such Authority or pursuant to appropriate order
      of the Court with jurisdiction over such case or proceeding, or upon the
      expiration of the stated term of this Lease during the term of this Lease
      provided that in the event this Lease is terminated by the Receiver or
      Liquidator, the maximum claim of Landlord for rent, damages or indemnity
      for injury, resulting from the termination, rejection, or abandonment of
      the unexpired Lease shall by law in no event exceed all accrued and unpaid
      Minimum Rent and Additional Rent to the date of
    termination.





SECTION
      1.02.
              Use
      of Additional Areas.





The use
and occupancy by the Tenant of the Leased Premises shall include the use in
common with others entitled thereto of the common areas, employees' parking
areas, service roads, loading facilities, sidewalks and customer car parking
areas, shown and depicted on Exhibit A, and other facilities as may be
designated from time to time by the Landlord, subject however to the terms and
conditions of this Lease.





SECTION
      1.03.
              Commencement
      and Ending Date of Term.





(a)                   The term of
this Lease shall commence on the date (the
("Commencement Date") on
which Landlord delivers the Leased Premises to Tenant with Landlord's Work (as
defined in Section 27.28 hereof) substantially complete. Landlord's Work will be
deemed substantially complete when Landlord's Work is completed but for minor
construction items which do not materially interfere with Tenant's ability to
complete Tenant's initial alterations to the Leased Premises or conduct business
therein. Landlord agrees to perform Landlord's Work in a good and workmanlike
manner, in conformity with the Plans and Specifications attached as Exhibit C
and in compliance with all applicable laws and codes. Landlord will correct any
defects in materials or workmanship or incomplete items within thirty days after
Tenant provides a list of all such defects, such list to be provided within
ninety days of Landlord's delivery of possession (provided that if the defects
are not reasonably capable of correction within said thirty day period, Landlord
agrees to commence correcting the defect within said thirty day period and
thereafter complete correcting the defects with due
diligence).





(b)                  
Landlord agrees to use commercially reasonable efforts to deliver possession of
the Leased Premises to Tenant, free and clear of any tenancies or occupancies
and with Landlord's Work substantially completed on or about September 1,2006 ("Premises Delivery Date").
Landlord agrees to give Tenant at least ninety days' advance notice of the
intended Premises Delivery Date and to update same as and when reasonably
appropriate if there is a material change in the intended Premises Delivery
Date.





(c)               
The date (the "Rent Commencement Date") on which Tenant is obligated to commence
paying the Minimum Rent and additional rent shall be the earlier to occur of (a)
seventy-five (75) days after the Commencement Date; or (b) the date on which
Tenant opens all or any portion of the Leased Premises for
business.








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(d)                 
  The initial term of this Lease shall be for a period of
approximately thirteen (13) years running from the Commencement Date through the
last day of the month in which the thirteenth anniversary of the Commencement
Date occurs (the "Termination Date").





(e)                  
 Tenant shall have an option (the "Option") to extend the term of this
Lease for one (1) additional terms of seven (7) years, one additional term of
five (5) years and one additional term of four years and ten months (each, a
"Renewal Term"), each successively, commencing on the first day next succeeding
the Termination Date or the last day of the immediately preceding Renewal Term,
as the case may be, upon the same terms, conditions and provisions as are
provided for in this Lease.





The
Option may be exercised only by Tenant giving written notice to Landlord of
Tenant's said Option by certified mail, return receipt requested, not more than
fifteen (15) nor less than nine (9) months prior to the Expiration Date of the
term of this Lease or the last day of the immediately preceding Renewal Term, as
the case may be (the "Exercise Notice"). Upon Tenant's giving of the Exercise
Notice, the term of this Lease shall be extended automatically upon the terms
and conditions without the execution of an extension agreement or other
instrument. If Tenant shall not give Landlord the Exercise Notice at the time
and in the manner set form above, the Option shall terminate and be deemed
waived by Tenant. Time is of the essence as to the date for the giving of the
Exercise Notice.





Notwithstanding
the foregoing provisions, if on the date that Tenant exercises the Option, or if
on any subsequent date up to and including the date upon which the Renewal Term
commences, Tenant is in default, beyond any applicable notice and grace periods,
in the payment of Minimum Rent or additional rent hereunder, or is in default in
the performance of any of the other terms, conditions or provisions of this
Lease, Tenant's exercise of the Option and the extension of the term
contemplated thereby shall, at the option of Landlord exercised by written
notice to Tenant, be rendered null and void and shall be of no further force and
effect and Tenant shall have no other additional right to exercise such Option,
which shall be deemed waived by Tenant.





Time
shall be of the essence with respect to the exercise of the Option by
Tenant.





(f)                   
Any access by Tenant to the Leased Premises prior to the
Commencement Date (which prior access shall occur only with Landlord's prior
written consent) shall be upon all of the terms, covenants and conditions of
this Lease, except for the payment of Minimum Rent and Tenant's proportionate
share of additional charges.





SECTION
      1.04.
              Lease Year
      Defined.





The term
"Lease Year" as used
herein shall mean a period of twelve (12) consecutive full calendar months. The
first Lease Year shall begin on the Commencement Date and shall continue through
the last day of the month in which the first anniversary of the Commencement
Date occurs. Each succeeding twelve month period shall be the sequential Lease
Year.





SECTION
      1.05.
              Holding
      Over.





If Tenant
shall be in possession of the Leased Premises after the Termination Date, in the
absence of an agreement extending the term hereof, the tenancy under this Lease
shall become that of "month to month", terminable by either party upon thirty
days' prior written notice, at a monthly rental equal to one and one-half times
the sum of the monthly installment of Minimum Rent, payable during the last
month of the term. Tenant shall also pay all other charges payable under the
terms of this Lease, pro rated for each month during which Tenant remains in
possession. Such month-to-month tenancy shall also be subject to all other
conditions, provisions, and obligations of this Lease. Tenant shall not
interpose any counterclaim or counterclaims in a summaryproceeding or other
action based upon such holding over.








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SECTION
      1.06.
              Force
      Majeure.





In the
event that either party hereto shall be delayed or hindered in or prevented from
the performance of any act required hereunder by reason of strikes, lock-outs,
labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war or other reason of a
like nature not the fault of the party delayed in performing work or doing acts
required under the terms of this Lease, then performance of such act shall be
excused for the period of the delay and the period for the performance of any
such act shall be extended for a period equivalent to the period of such delay.
The provisions of this Section 1.06 shall
not operate to excuse Tenant from prompt payment of Minimum Rent, additional
rent or any other payments required by the terms of this
Lease.





ARTICLE
II -RENT





SECTION
      2.01.
              Minimum
      Rent.





(a) From
and after the Rent Commencement Date. Tenant agrees to pay to Landlord on the
first day of each and every calendar month at the office of Landlord, or at such
other place designated by Landlord, without any prior demand therefor and
without any deduction or set-off whatsoever, as minimum rent ("Minimum Rent") as
follows:





Initial Term
                
                Monthly Minimum Rent
                
                
                Annual Minimum RentLease
      Years 1-5
                
                $
                8,333.33
                
                
                $
                100,000.00Lease
      Years 6-10
                
                $
                9,333.33
                
                
                $
                112,000.00Lease
      Years 11-13
                
                $
                10,333.33
                
                
                $
                124,000.00








Renewal Terms
                
                Monthly Minimum Rent
                
                
                Annual Minimum RentLease
      Years 14-15
                
                $
                10,333.33
                
                
                $
                124,000.00Lease
      Years 16-20
                
                $
                11,470.00
                
                
                $
                137,640.00Lease
      Years 21-25
                
                $
                12,731.70
                
                
                $
                152,780.40Years
      26-29 and 10 months
                
                $
                14,132.19
                
                
                $
                169,586.24








(b) If
the Rent Commencement Date is a day other than the first day of a calendar
month, then Tenant shall pay, on the Rent Commencement Date, a pro-rata portion
of the fixed monthly Minimum Rent described in the foregoing clause (a) prorated
on a per diem basis with respect to the fractional calendar month preceding the
commencement of the first Lease Year hereof. The rent for a partial month shall
be prorated on a thirty (30) day month basis in all cases. Tenant shall
contemporaneously with the execution of this Lease, deposit with Landlord an
amount equal to one (1) month's Minimum Rent, which amounts shall be applied to
Tenant's initial Minimum Rent payment due hereunder.





(c) No
payment by Tenant or receipt by Landlord of a lesser amount than the rent due
pursuant to this Lease shall be deemed to be other than on account of the
earliest stipulated rent, nor shall any endorsement or statement of any check or
any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check on payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.








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SECTION
      2.02.
              Additional
      Rent.





In
addition to Minimum Rent, Tenant shall pay as additional rent any money required
to be paid pursuant to the terms hereof, including without limitation, Sections
2.03, 2.04, 2.05, 8.01, 10.01, 10.03, 12.01, 12.02, 13.02, 13.03, 13.04, 13.05,
13.06, Articles IV and X and 16.02, and all other sums of money or charges
required to be paid by Tenant under this Lease, whether or not the same be
designated as "minimum rent," "rent" or "additional rent". Unless stated
otherwise herein, any and all money, payments, amounts or charges owed by Tenant
under this Lease, shall be due and payable upon demand thereof. Minimum Rent and
additional rent are hereinafter collectively also called
"rent."





SECTION
      2.03.
              Late Charge and Dishonored
      Check Fee.





Anything
in this Lease to the contrary notwithstanding, at Landlord's option, Tenant
shall pay a "late charge" not to exceed eight (8%) percent on any Minimum Rent
rent and additional rent when said sums are received by Landlord more than ten
(10) days after the due date thereof, to cover the extra expense involved in
handling delinquent payments. Tenant agrees to pay Landlord promptly after
billing as additional rent the sum of $75.00 for each check remitted by it to
Landlord that is dishonored. If two or more checks remitted by Tenant to
Landlord arc dishonored within a six month period, Landlord may require that any
or all future remittances by Tenant to Landlord be in the form of certified or
bank checks.





SECTION
      2.04.
              Rent and Additional Rent More
      Than 30 Days Overdue.





(a)                  
If Landlord has not received any rent or additional rent, or charges of the
character described in Article II hereof within ten (10) days after the same was
due and payable, such unpaid amounts shall bear interest from the date when same
was due and payable to the date of payment, at a rate equal to the lesser of (i)
ten (10%) percentage points over the Prime Rate (as defined below) or (ii) the
maximum interest rate permitted by law ("Interest").





(b)                   
"Prime Rate" shall mean the "Base Rate" (or prime rate or similar equivalent
rate) of interest from time to time in effect established by Citigroup, Inc. and
announced by it as the rate charged by it to its prime commercial customers on
short term unsecured borrowings. If Citigroup, Inc. ceases to report such
rate, the term "Prime Rate" shall mean a substitute and comparable rate selected
by Landlord.





SECTION
      2.05.
              Taxes on Rent and Additional
      Rents





Tenant
shall pay to Landlord each month together with Minimum Rent any sales or other
tax imposed upon Minimum Rent and additional rent hereunder by any governmental
(or quasi-governmental) authorities governing the Shopping Center. Except as
other provided in Article IV of this Lease, Tenant will not be responsible for
Landlord's business privilege, gross receipts, earned income, franchise or any
other tax based on the gross receipts or rental income of
Landlord.





ARTICLE
III - INTENTIONALLY OMITTED





ARTICLE IV -
TAXES





(a)                  
From and after the Commencement Date, and for each year of the lease term, or
portion thereof, Tenant shall pay to Landlord as additional rent, Tenant's share
of the Real Estate Taxes (as hereinafter defined) which may be levied or
assessed by any lawful authority against the land and improvements in the
Shopping Center.








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(b)                  
 Tenant shall pay a portion of such taxes equal to the product obtained by
multiplying the total taxes by a fraction, the numerator being the rentable
square foot area of the Leased Premises, and the denominator of which shall be
the total square footage of all leasable First floor area in the Shopping Center
(hereinafter called Tenant's "proportionate share"). Notwithstanding the
foregoing, if any portion or portions of the Shopping Center are separately
assessed for real estate tax purposes, at Landlord's option, Tenant's
proportionate share of Real Estate Taxes shall be equal to the product obtained
by multiplying the total taxes on the parcel or parcels containing the Leased
Premises by a fraction, the numerator being the rentable square foot area of the
Leased Premises, and the denominator of which shall be the total square footage
of all leaseable first floor area on such parcel or parcels excluding any
portion of such parcel or parcels which are separately assessed and paid for
directly by another tenant. In the event that certain buildings and/or
improvements in the Shopping Center are separately assessed, but land area is
not, Landlord may, at its option and in its reasonable discretion, calculate
Tenant's proportionate share of each component of Real Estate Taxes in
accordance with the respective formulas set forth herein.





(c)                   
Tenant shall initially pay an estimated amount of $333.33 per month toward its
proportionate share of all Real Estate Taxes. Landlord shall estimate Tenant's
annual share of Real Estate Taxes referred to in this Section and Tenant shall
pay one-twelfth (l/12th) of such estimate monthly in advance without prior
demand therefor and without any setoff or deduction whatsoever, together with
the payment of Minimum Rent. Landlord shall have the right, at any time and from
time to time during each calendar year, to increase said estimates based on
changed circumstances, additional facts previously unknown to Landlord or for
any other reason. After the end of each calendar year (or fiscal tax year should
Landlord so decide), Landlord shall furnish Tenant a statement of the actual
Real Estate Taxes for the Leased Premises as aforesaid, and there shall be an
adjustment between Landlord and Tenant, with payment to Landlord on demand, or
credit to Tenant against the next such payment due, as the case may require, to
the end that Landlord shall receive from Tenant the entire and proper amount of
Tenant's annual share of Real Estate Taxes for such period.





(d)                  
For any portion of the aggregate lease term covered herein which is less than a
full calendar year, the allocation of taxes shall be further reduced to limit
such charge to a corresponding proportionate share of such year. This last
provision shall apply both at the beginning and the end of the lease
term.





(e)                  
 "Real Estate
Taxes" shall mean any property taxes, betterments and assessments imposed
upon the land and improvements upon said land, flat rate water and sewer
charges, and all other governmental levies made with respect to real property;
Real Estate Taxes shall not include Landlord's business privilege, franchise,
gross receipts, earned income or other taxes based on the gross receipts or
income of Landlord; provided, however, that if due to a change in the method of
taxation, any franchise, income, rent or profit tax shall be levied against the
owner of the Shopping Center or by Landlord in substitution for or in lieu of
any tax which would otherwise constitute a real estate tax, such franchise,
income, rent or profit tax shall be deemed to be a Real Estate Tax for the
purpose hereof. Additionally, Real Estate Taxes shall be any and all expenses
incurred by Landlord, at its discretion, in reducing or maintaining the existing
level of such tax obligations to the taxing authorities.





(f)                   
Notwithstanding anything herein to the contrary, if at any time during the term
of this Lease any assessment (either general or special) is levied upon or
assessed against the Leased Premises or any part thereof, and such assessment
may be paid in installments, Tenant's obligation under this Section to pay such
assessment shall be limited to the amount of such installments (plus applicable
interest thereon charged by the taxing authority, if any) which become due
during the term hereof, calculated using the payment option as determined by
Landlord.








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(g)             In
the event there is currently in effect any law providing for the taxation of
leases or if any law is enacted or adopted after the Effective Date which
changes the laws now in force for the taxation of leases, including but not
limited to a Goods and Services Tax (GST), or the manner of the operation of any
such taxes, or which otherwise imposes a tax either directly or indirectly on
the lease or the rents received therefrom, Tenant will pay such tax with
interest and penalties thereon. This provision shall not be deemed to impose
liability for any income or franchise tax owed by Landlord by reason of this
Lease.





(h)             For
purpose of this Lease, the periods applicable to the payment of Real Estate
Taxes shall be determined on the basis of the calendar year in which the
Landlord pays the taxes rather than the period as may be stated within the tax
bill.





(i)             For
the first partial calendar year of this Lease, Tenant shall pay its
proportionate share of the Real Estate Taxes as provided for in this Article IV for the
entire year multiplied by a fraction consisting of the number of days in the
calendar year subsequent to the Commencement Date, divided by the number of days
in that calendar year.





ARTICLE V - LANDLORD'S RIGHT
TO ALTERANDRELOCATEBUILDINGS.





SECTION
      5.01.
              Changes and Additions to
      Buildings.





Landlord
hereby reserves the right at any time to make alterations or additions to and to
build additional stories on the building in which the Leased Premises are
contained and to build adjoining the same. Landlord also reserves the right to
construct other buildings or improvements in the Shopping Center from time to
time and to make alterations thereto or additions or additional stories thereto
and to build adjoining same and to construct double-decker elevated parking
facilities. Any such alterations, additions, new buildings or other improvements
shall not materially affect the visibility of the Leased Premises or access
thereto.





SECTION
      5.02.
              Right to
      Relocate.





The
purpose of the Site Plan attached hereto as Exhibit A is to show
the approximate location of the Leased Premises. Landlord reserves the right at
any time to relocate the various buildings, automobile parking areas, and other
common areas shown on said Site Plan; provided, however, that Landlord agrees
that Landlord will not erect buildings or other improvements (other than
standard directional signage and the like) in the area identified as "No-Build
Area" on Exhibit A.


ARTICLE VI - CONDUCT OF BUSINESS
BY TENANT


SECTION
      6.01.
              Use
      of Premises.





(a)                  
Tenant shall use the Leased Premises solely as a retail bank or any other lawful
retail use; provided that Tenant may not use the Leased Premises for a use which
(i) violates any then existing exclusive benefiting any other tenant or occupant
of the Shopping Center or in violation of any of the exclusives attached hereto
as Exhibit G or (ii) competes with the use of any other tenant or occupant in
the Shopping Center. Tenant shall occupy the Leased Premises and shall conduct
continuously in the Leased Premises the business above stated and as further
provided in Section 6.02 herein. Provided that Tenant continuously operates the
Leased Premises as a retail bank, Landlord agrees that Landlord will not lease
any other portions of the Shopping Center for use principally as a retail bank
or retail bank office and Landlord will not allow a retail bank or retail bank
office within the space of another tenant of the Shopping
center.








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(b)                   
Tenant shall not use or permit any person to use, in any manner whatsoever the
Leased Premises for any purpose, trade, business, occupation or vocation
whatever, which may be in any way disreputable, immoral or pornographic in
nature. Tenant will not use the Leased Premises as a "check cashing" business,
"payday loan" business or pawn shop business. Tenant agrees that it shall not
sell, distribute, display or offer for sale any item which, in Landlord's
reasonable judgment, is inconsistent with the quality of operation of the
Shopping Center or may tend to injure or detract from the moral character or
image of the Shopping Center within such community. Without limiting the
generality of the foregoing, Tenant shall not sell, distribute, display or offer
for sale (i) any roach clip, water pipe, bong, toke, coke spoon, cigarette
papers, hypodermic syringe or other paraphernalia commonly utilized in the use
or ingestion of illicit drugs, or (ii) any pornographic, lewd, suggestive, or
"adult" newspaper, book, magazine, film, picture, representation or merchandise
of any kind. Landlord agrees that Landlord will not permit any other tenant or
occupant of the Shopping Center to use its premises for any purpose prohibited
by this Section 6.01(b).





(c)                   
Tenant shall conduct the operation of its business in such a manner so as not to
permit unreasonable disturbances or other inconveniences, directly or
indirectly, to other tenants, customers or shoppers in the Shopping Center.
Tenant shall not permit loitering in, on or about, the Leased
Premises.





(d)                  
Tenant shall obtain, at its sole cost and expense and prior to opening for
business, all permits and certificates of occupancy required for it to open and
operate its business at the Leased Premises. Copies of all permits and
certificates of occupancy shall be delivered to Landlord promptly after receipt
by Tenant. Tenant agrees to open the Leased Premises for business with the
general public fully staffed and operational, within sixty days of Landlord's
delivery of possession of the Leased Premises to Tenant.





(e)                   
Tenant shall not perform any acts or carry on any practices, which may damage
any building or structure within the Shopping Center or be a nuisance or menace
to other tenants in the Shopping Center.





(f)                   
The Leased Premises shall not be used for any of the following purposes: a flea
market or a business selling so-called "second hand" goods (the term "second
hand" shall mean stores which sell goods primarily as a service to the public
rather than to a retail customer for a profit); cemetery; mortuary; any
establishment engaged in the business of selling, exhibiting or delivering
pornographic or obscene materials; a so-called "head shop"; off-track betting
parlor; junk yard; recycling facility or stockyard; motor vehicle or boat
dealership, repair shop (including lubrication and/or service center) that
stores vehicles outdoors overnight, body and fender shop, or motor vehicle or
boat storage facility; a mini-storage or self-storage facility; a dry-cleaning
facility; a bar, tavern or cocktail lounge; a discotheque, dance hall, comedy
club, night club or adult entertainment facility; billiard or pool hall; massage
parlor, game parlor or video arcade (which shall be defined as any store
containing more than three (3) electronic games); a beauty school, barber
college, reading room, place of instruction or any other operation catering
primarily to students or trainees and not to customers; office usage other than
incidental in connection with non-prohibited uses; industrial, residential or
manufacturing uses, school or house of worship.





SECTION
      6.02.
              Operation of
      Business.





(a)            
      Tenant shall conduct its business in the
Leased Premises during at least the following days and hours-





Monday
      through Thursday:
                  9:00
      am to 5:00 pmFriday:
                  9:00
      am to 6:00 pmSaturday:
                  9:00
      am to Noon








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(b)                  
Tenant shall install and maintain at all times displays of merchandise in the
display windows (if any), of the Leased Premises. Tenant shall keep the display
windows and signs, if any, in the Leased Premises well lighted during the hours
from sundown to 11:00 o'clock P.M. If Tenant or a permitted assignee of Tenant
fails to continuously operate the Leased Premises for the permitted use under
this Lease and same continues for a period of six months or longer, Landlord
will have the right to terminate this Lease upon notice to
Tenant.





SECTION
      6.03.
              Competition.





Neither
Tenant nor any affiliate, parent or subsidiary of Tenant shall, directly or
indirectly, operate, manage or engage in any similar or competing business
within a radius of one (1) mile from the outside boundary of the Shopping Center
which shall not be applicable if Tenant is acquired by other entity which
maintains a retail bank within said one mile radius. Tenant shall not perform
any acts or carry on any practices which may injure the building or be a
nuisance or menace to other tenants in the Shopping Center.





SECTION
      6.04.
              Storage,
      Office Space.





Tenant
shall use for office, clerical or other non-selling purposes only such space in
the Leased Premises as is from time to time reasonably required for Tenant's
business in the Leased Premises. No auction, fire, going out of business, lost
our lease or bankruptcy sales may be conducted in the Leased Premises without
the prior written consent of Landlord.


ARTICLE VII - OPERATION OF
CONCESSIONS


SECTION
      7.01.
              Consent of
      Landlord.





Tenant
shall not permit any business to be operated in or from the Leased Premises by
any sublessee, concessionaire or licensee without the prior written consent of
Landlord.


ARTICLE VIII - SECURITY
DEPOSIT


SECTION
      8.01.
              Amount of
      Deposit.





Tenant
shall, contemporaneously with the execution of this Lease, deposit with Landlord
the sum of Thirty One Thousand Dollars ($31,000). Said deposit shall be held by
Landlord, without liability for interest, as security for the faithful
performance by Tenant of all of the terms, covenants, and conditions of this
Lease by Tenant to be kept and performed during the term hereof. If at any time
during the term of this Lease or expiration or early termination thereof, any
rent and additional rent herein reserved shall be overdue and unpaid, or any
other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid
Landlord may, at its option (but Landlord shall not be required to), apply any
portion of said deposit to the payment of any such overdue rent or other sum.
Provided that Tenant is not in default of Tenant's obligations under this Lease,
upon request of Tenant, Landlord agrees to refund to Tenant the then existing
principal amount of the security deposit as of the first anniversary of the Rent
Commencement Date.





SECTION
      8.02.
              Use and Return of
      Deposit.





In the
event of the failure of Tenant to keep and perform any of the terms, covenants
and conditions of this Lease to be kept and performed by Tenant, then Landlord
at its option may appropriate and apply said entire deposit, or so much thereof
as may be necessary, to compensate the Landlord for loss or damage sustained or
suffered by Landlord due to such breach on the part of Tenant. Should the entire
deposit, or any portion thereof, be appropriated and applied by Landlord for the
payment of overdue rent or other sums due and payable to Landlord by Tenant
hereunder, then Tenant shall, upon the written demand of Landlord, forthwith
remit to Landlord a sufficient amount in cash to restore said deposit to its
prior level and Tenant's failure to do so within five (5) days after receipt of
such demand shall constitute a default under this Lease. At the expiration or
early termination of this Lease, said deposit shall be returned to Tenant in
full upon the later of (i) delivery by Tenant of the Leased Premises in good
order and condition and in compliance with all of the provisions of this Lease
and (ii) full payment of all rents, additional rents and other sums due and
owing hereunder (including, without limitation, any and all year end adjustments
to additional rents owed by Tenant through the expiration or earlier termination
of the Lease calculated by Landlord in accordance with the terms of this Lease).
In the event of a permitted assignment or sublet of the Leased Premises,
Landlord shall continue to hold the deposit as if no such assignment or sublet
had taken place, and the Tenant and assignee/sublessee shall look to each other
for the settlement of same, it being understood and agreed that any portion of
the deposit to be returned in accordance with this Section, shall be returned to
the Tenant in possession at the end of this Lease. Tenant and its successors and
assigns shall indemnify, defend and hold Landlord harmless from and against any
and all claims, demands, suits, actions, judgments, costs and obligations,
including reasonable attorneys' fees in connection therewith.








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SECTION
      8.03.
              Transfer
      of Deposit.





Landlord
shall deliver the funds deposited hereunder by Tenant to the purchaser of
Landlord's interest in the Leased Premises, in the event that such interest be
sold and thereupon Landlord shall be discharged from any further liability with
respect to such deposit.





ARTICLE IX - PARKINGANDCOMMON USE AREASANDFACILITIES





SECTION
      9.01.
              Control of Common Areas by
      Landlord.





All
automobile parking areas, driveways, entrances and exits thereto, and other
facilities furnished by Landlord in or near the Shopping Center, including
employee parking areas, the truck way or ways, loading docks, package pick-up
stations, pedestrian sidewalks, curbs and lamps, service and access roads,
drainage facilities, public signage equipment, landscaped areas, exterior
stairways, first aid stations, comfort stations and other areas and improvements
provided by Landlord for the general use, in common, of tenants, their officers,
agents, employees and customers (herein collectively called "Common Areas"), shall at all
times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time to establish, modify and enforce
reasonable rules and regulations with respect to all facilities and areas
mentioned in this article. Landlord shall have the right to construct, maintain
and operate lighting facilities on all said areas and improvements; to police
the same; from time to time to change the area, level, location and arrangement
of and ingress and egress to such parking areas and other facilities hereinabove
referred to; to restrict parking by tenants, their officers, agents and
employees to employee parking areas; to enforce parking charges (by operation of
meters or otherwise), with appropriate provisions for free parking ticket
validating by tenants; to close all or any portion of said areas or facilities
to such extent as may, in the opinion of Landlord's counsel, be legally
sufficient to prevent a dedication thereof or the accrual of any rights to any
person or the public therein; to close temporarily all or any portion of the
parking areas or facilities; to discourage non-customer parking; and to do and
perform such other acts in said areas and improvements as, in the use of good
business judgment, the Landlord shall determine to be advisable with a view to
the improvement of the convenience and use thereof by Tenant, their officers,
agents, employees and customers. Landlord will operate and maintain the Common
Areas referred to above in such manner as Landlord, in its sole discretion,
shall determine from time to time. Without limiting the scope of such
discretion, Landlord shall have full right and authority to employ all personnel
and to make all rules and regulations pertaining to and necessary for the proper
operation and maintenance of the Common Areas. Landlord agrees to operate and
maintain the Common Areas in a good and proper manner consistent with the manner
in which comparable shopping centers in the vicinity of the Shopping Center are
operated.








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SECTION
      9.02.
            License.





All
Common Areas not within the Leased Premises, which Tenant may be permitted to
use and occupy, are hereby used and occupied under a revocable license, and if
the amount of such areas be diminished, Landlord shall not be subject to any
liability nor shall Tenant be entitled to any compensation, diminution or
abatement of rent, nor shall such diminution of such areas be deemed
constructive or actual eviction.





SECTION
      9.03.
              Employee
      Parking.





Tenant
will cause all of Tenant's employees, servants and agents to park their vehicles
in the area designated as "Tenant's Employee's Parking Area" on Exhibit
A.


ARTICLE X - COST OF
MAINTENANCE OF COMMON AREAS


SECTION
      10.01.
              Tenant's
      Payments.





(a)                 
 From and after the Commencement Date, and for each year of the lease term
or portion thereof, Tenant shall pay to Landlord as additional rent, Tenant's
share of Common Charges (as defined below). Tenant's share shall be calculated
by dividing the rentable square foot area of the Leased Premises by the gross
leaseable first floor area of the Shopping Center.





(b)                  
Notwithstanding anything contained in the Lease to the contrary, space occupied
by any other tenant in the Shopping Center that pays directly for its own Common
Charges (or component thereof) or fire and/or extended coverage insurance may be
excluded by Landlord from the denominator when computing Tenant's share of any
of such charges.





SECTION
      10.02.
              Definition of Common
      Charges.





"Common Charges" shall mean
all costs and expenses incurred by the owner of the Shopping Center or by
Landlord or Landlord's, employees, agents, managing agent or contractors, either
pursuant to this Lease or otherwise, arising from or in connection with or as a
result of the operating, equipping, policing, protecting, lighting, heating, air
conditioning, providing sanitation, sewer, water, fire protection and other
services, insuring, maintaining, repairing and replacing the Common Areas and
all buildings and improvements within the Shopping Center. Common Charges shall
include, but shall not be limited to: (i) the maintenance, repair and
replacement of all roofs, exterior walls and other structural and exterior
portions of the Shopping Center, on and off site sewer treatment plans and storm
water drainage and detention (and/or retention) facilities, if any, servicing
the Leased Premises and/or Shopping Center, on and off site traffic controls,
equipment and systems, the Shopping Center pylon signs (including all taxes
relating thereto), curbs, gutters, sidewalks, pylons and signs (including all
taxes relating thereto), drainage and irrigation ditches, conduits and pipes,
utility systems (permanent and temporary), sewage disposal or treatment systems,
public toilets and sound systems whether within or without the Shopping Center;
(ii) the removal of trash, snow and ice, sanding and salting; (iii) landscaping,
including the maintenance, repair and replacement of any sprinkler systems and
equipment, and the water to operate same; (iv) supplies; (v) licensing, permits,
service and usage charges; (vi) obtaining and maintaining the insurance policies
described in Section 13.01 of this Lease and the cost of any insured event
deductible amounts under such policies, (vii) the settlement or disposition of
any claims against Landlord to the extent the same are not covered by insurance;
(viii) all capital expenditures, together with reserves for capital improvements
required by the holder of any mortgage; (ix) the repaving, re-striping,
re-grading, re- sealing and general maintenance and repair of parking areas; (x)
compliance with all laws, statues, codes, ordinances, rules, regulations and
orders of governmental authorities pertaining to the Shopping Center including
those pertaining to traffic control, engineering and environmental issues, air
pollution control and the cost of monitoring air quality; (xi) personal property
taxes, licensing and permit fees and taxes; (xii) lighting the Common Areas,
including the maintenance, repair and replacement of the lighting facilities,
equipment and system, and the electricity to operate same (xiii) costs and
expenses of enforcing the rules and regulations established by Landlord for the
Shopping Center; (xiv) the cost, lease payment or depreciation of any equipment
used in the operation or maintenance of the Shopping Center; (xv) total
compensation and benefits (including premiums for workers' compensation or any
other insurance or other retirement or employee benefits, and including all
costs incurred in providing such benefits) paid to or on behalf of employees
involved in the performance of the work specified in this Section or employees
otherwise providing services to tenants or customers of the Shopping Center
whether on or off site including compensation paid for the promotion of the
Shopping Center by any employee or independent contractor; (xvi) the
maintenance, repair and operation of any mall or enclosed common area; (xvii)
the costs of performance of all of Landlord's obligations pursuant to this Lease
or as contemplated herein except those costs of construction of new building
areas, the cost of initial improvements to premises leased to tenants of the
Shopping Center other than Tenant, leasing commissions, ground rent and debt
service payable under any Mortgage; (xviii) other costs and expenses and fees
incurred in connection with the operation and management of the Shopping Center;
plus (xix) an amount equal to ten (10%) percent of all of the foregoing costs
and expenses to compensate Landlord for administrative and overhead expenses.
Common Charges shall include costs and expenses for services, equipment or
materials furnished by Landlord or its affiliates, including management fees,
provided the same are furnished at rates similar to those generally
paid.








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SECTION
      10.03.
              Estimated
      Payments.





(a)                  
On each date that an installment of Minimum Rent is due, Tenant shall also pay
Landlord an amount equal to one-twelfth (l/12lh) of its
share of such estimated Common Charges (as determined by Landlord) for the
calendar year or portion thereof in which such payment is made. Tenant shall pay
$666.67 per month toward its share of such Common Charges. On or before June 1
of each year (or thereafter if Landlord shall elect), Landlord shall provide
Tenant with a statement setting forth the amount due from Tenant on account of
Common Charges for the preceding calendar year and the amount of estimated
Common Charges paid by Tenant during such year. If the amount due from Tenant
exceeds the amount of estimated payments, Tenant shall pay the difference to
Landlord within ten (10) days of the receipt of such statement. If the amount of
estimated payments exceeds the amount due, Landlord shall credit such difference
to the next installment or installments of estimated payments due under this
Section. During any year, Landlord from time to time, may revise its estimate of
the Common Charges which will be due for that year and the monthly payments to
be made by Tenant on account thereof.





(b)                  
Tenant shall have the right, upon ten (10) days' prior written notice to
Landlord, to audit the applicable records of Landlord to confirm that the Common
Charges billed to Tenant are proper and conform to the provisions of this
Article X. Such audit right shall be exercisable by Tenant within two (2) years
of Tenant's receipt of Landlord's annual reconciliation statement of such
charges for the applicable year in question. Should any such audit disclose that
Tenant has overpaid the Common Charges, then Landlord shall promptly refund the
amount of the overpayment to Tenant. Should any such audit disclose that Tenant
overpaid the Common Area Expenses by five percent (5%) or more, Landlord shall
promptly pay for the reasonable cost of such audit. If Tenant does not make an
audit within two (2) years from the end of a given year, then the annual
statement of Common Charges and Tenant's share for such year shall be deemed
correct and Tenant shall have no right thereafter to inspect, audit or contest
same.





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ARTICLE XI - SIGNS, AWNINGS,
CANOPIES, FIXTURES, ALTERATIONS





SECTION
      11.01.
              Installations and Alterations
      by Tenant.





(a)                 
All fixtures installed or used by Tenant shall be new or completely
reconditioned. Tenant shall not make or cause to be made any alterations,
additions or improvements or install or cause to be installed any trade fixture,
exterior signs, floor covering, interior or exterior lighting, plumbing
fixtures, shades or awnings or make any changes to the store front without first
obtaining Landlord's prior written approval and consent and without first
obtaining, at Tenant's sole cost and expense, all governmental permits and
approvals required for such work ("Permits"). Tenant shall present to the
Landlord detailed plans and specifications for such work at the time approval is
sought and deliver a copy of all Permits to Landlord prior to commencing any
alteration, addition, improvement or installation. All approved
alterations, additions, improvements and installations shall comply with all
governmental laws, rules, regulations and codes.





(b)                   Tenant
shall not make any alterations, repairs or installations, or perform Tenant's
initial work or any other work to or on the Leased Premises unless prior to the
commencement of such work Tenant shall obtain (and during the performance of
such work keep in force) builders risk, public liability and workmen's
compensation insurance to cover every contractor to be employed, and any other
insurance reasonably required by Landlord and such insurance shall name Landlord
and its designees as additional insureds (including, without limitation, the
owner of the Leased Premises, Landlord's managing agent and Landlord
designees). Such policies shall be non-cancelable without ten (10) days
prior notice to Landlord. The policies shall have amounts of coverage, and shall
be issued by companies reasonably satisfactory to Landlord. Prior to
the commencement of such work, Tenant shall deliver duplicate originals or
certificates of such insurance policies to Landlord.





(c)                   
To the fullest extend permitted by law, Tenant agrees to indemnify, defend and
hold harmless Landlord and its designees (including, without limitation, the
owner of the Leased Premises, mortgagees and Landlord's managing agent) from any
and all claims, suits, damages, liabilities, professional fees including,
without limitation, attorney's fees, costs, court costs, expenses and
disbursements relating to death, personal injuries or property damage (including
loss of use thereof) arising out of or in connection with the performance of the
work of any contractor, its agents, servants, subcontractors or employees, or
the use by contractor, its agents, servants, subcontractors or employees, of
facilities owned by Landlord. This agreement to indemnify specifically
contemplates full indemnity in the event of liability imposed against the
Landlord and/or managing agent without negligence and solely by reason of
statute, operation of law or otherwise, and partial indemnity in the event of
any actual negligence on the part of Landlord or managing agent either causing
or contributing to the underlying claim, In that event, indemnification will be
limited to any liability imposed over and above that percentage attributable to
actual fault, whether by statute, by operation of law or
otherwise.





(d)                  
Subject to the terms and provisions of this Lease, Tenant shall, at its own
cost and expense, promptly following delivery of possession, construct on the
Leased Premises a prototypical Embassy Bank retail bank and all facilities
appurtenant thereto, including, without limitation leasehold improvements,
fixtures, furniture and equipment and the like and a drive through facility
appurtenant to the Leased Premises.





(e)                   If
Tenant fails to commence the construction of the improvements to the Leased
Premises within thirty days of the date of delivery of possession thereof,
Landlord shall, by written notice to Tenant (the "Termination Notice"), have the
right to terminate the Lease on the terms and conditions set forth herein and
recapture the Leased Premises, Any such termination shall be effective as of the
sixtieth (60th) day
after the date of Landlord's Termination Notice. Tenant shall have the right to
vitiate the Termination Notice by providing notice to Landlord that Tenant will
commence and diligently pursue to completion the construction of the building
and actually commences same within sixty (60) days of receipt of the Termination
Notice. At any time after Tenant has opened the Leased Premises for business
fully stocked and staffed as a prototype Embassy Bank facility if Tenant
discontinues the operation of its business in the Leased Premises for more than
three months, Landlord shall have the right, upon notice to Tenant, to terminate
this Lease effective no earlier than thirty days following Landlord's notice to
Tenant.








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SECTION
      11.02.
            Removal and Restoration by
      Tenant





All
alterations, decorations, additions, installations and improvements made by
Tenant, or made by Landlord on Tenant's behalf by agreement under this Lease,
shall remain the property of Tenant for the term of the lease, and any extension
or renewal thereof. Such alterations, decorations, additions, installations and
improvements shall not be removed from the Leased Premises prior to the end of
the term hereof without the prior written consent of Landlord. Upon expiration
of this Lease, or any renewal term thereof, Tenant shall surrender possession of
the Leased Premises to Landlord in the condition required pursuant to Section 1.2.03 and
remove all alterations, decorations, additions, installations and improvements
which are specific to Tenant's use of the Leased Premises as a bank (as opposed
to another retail use) such as, by way of example and not limitation, automatic
teller machines, vaults and drive-up facilities, repair all damage, and restore
the Leased Premises as provided in Section 12.03 hereof.
If Tenant fails to remove such alterations, decorations, additions,
installations and improvements and restore the Leased Premises, then upon the
expiration of this Lease, or any renewal thereof, and upon Tenant's vacating the
Leased Premises, all such alterations, decorations, additions, installations and
improvements shall, at Landlord's option, become the property of
Landlord.





SECTION
      11.03.
              Tenant Shall Discharge all
      Liens.





Tenant
shall promptly pay all contractors and materialmen, so as to minimize the
possibility of a lien attaching to the Leased Premises or the Shopping Center,
and should any such lien be made or filed, Tenant shall bond against or
discharge the same within the earlier of: (a) the date Tenant becomes aware of
such lien or (b) ten (10) days alter written request by Landlord. Should Tenant
fail to take any action within said ten (10) day period, Landlord may, at its
option, bond or pay the said lien without inquiring into the validity thereof,
and Tenant shall forthwith reimburse Landlord the total expense incurred by
Landlord as additional rent hereunder.





SECTION
      11.04.
              Signs, Awnings and
      Canopies





(a)                  
Tenant shall not place or suffer to be placed or maintained on any exterior
door, wall or window of the Leased Premises any sign, awning or canopy, or
advertising matter or other thing of any kind, and will not place or maintain
any decoration, lettering or advertising matter on the glass of any window or
door of the Leased Premises or in a location within the Leased Premises visible
by the general public from outside the Leased Premises without first obtaining
Landlord's written approval and consent. Tenant must furnish to Landlord all
signage applications and permits for Landlord's prior written approval, along
with a copy of the current local governmental sign regulations to facilitate the
approval process. Landlord will not grant its consent to any exterior signage
that fails to conform to the specifications attached hereto and made a part
hereof as Exhibit B. Landlord hereby consents to the installation by Tenant of
signage on the exterior of the Leased Premises as shown on the rendering and
with the specifications shown on Exhibit B-l hereof. Tenant further agrees at
all times to maintain any such sign, awning, canopy, decoration, lettering,
advertising matter or other thing, as may be approved, in good condition and
repair, and upon the expiration or other termination of this Lease to remove
same and repair all damage resulting therefrom. Tenant shall not be entitled to
utilize space on a Shopping Center pylon, if any, unless specified
herein.








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(b)                   
Tenant will be permitted to install a panel on the Shopping Center pylon sign
where indicated on the pylon sign exhibit attributed hereto as Exhibit F. Tenant
shall install and maintain, repair and replace the panel at Tenant's sole cost
and expense. In the event Tenant shall be entitled to utilize space on a
Shopping Center pylon, Tenant shall pay to Landlord as additional rent (i)
Tenant's pro-rata share of Landlord's actual cost to erect the Shopping Center
sign, (ii) the cost of installing Tenant's panel on the existing Shopping Center
sign, and (iii) Tenant's pro-rata share of the maintenance cost of said Shopping
Center sign (including all taxes relating thereto). Tenant's pro-rata share
shall be computed by multiplying such sign maintenance costs by a fraction, the
numerator of which is the total number of square feet of sign area occupied by
Tenant's panel and the denominator of which is the total number of square feet
of sign area on the Shopping Center sign.





ARTICLE XII - MAINTENANCE OF
LEASED PREMISES





SECTION
      12.01.
              Maintenance by
      Tenant.





Tenant
shall at all times keep the Leased Premises (including, but not limited to,
maintenance of exterior entrances, all glass, plate glass and show window
moldings) and all partitions, doors, fixtures, flooring, ceiling tiles,
equipment and appurtenances thereof (including, but not limited to, lighting,
heating, electrical and plumbing fixtures, equipment and systems, escalators,
elevators, and any air conditioning system) in good order, condition and repair,
(including all required replacements and reasonably periodic painting as
determined by Landlord), damage by unavoidable casualty excepted, except for
structural portions of the Leased Premises, which shall be maintained by
Landlord, but if Landlord is required to make repairs to structural portions by
reason of Tenant's negligent acts or omission to act, Landlord may add the cost
of such repairs to additional rent which shall thereafter become due. Tenant
agrees to sweep and clean, and remove snow and ice from the sidewalk and curb in
front of the Leased Premises.





SECTION
      12.02.
              Maintenance
      by Landlord.





If Tenant
refuses or neglects to repair any property as required hereunder and to the
reasonable satisfaction of Landlord as soon as reasonably possible after written
demand Landlord, may make such repairs without liability to Tenant for any loss
or damage that may accrue to Tenant's merchandise, fixtures, or other property
or to Tenant's business by reason thereof, and upon completion thereof, Tenant
shall pay Landlord's costs for making such repairs plus twenty (20%) percent for
overhead, upon presentation of a bill therefor, as additional
rent.





SECTION
      12.03.
              Surrender of
      Premises.





At the
expiration of the tenancy hereby created, Tenant shall surrender the Leased
Premises in the same condition as the Leased Premises were in upon delivery of
possession thereto under this Lease, reasonable wear and tear, and damage by
unavoidable casualty excepted, and shall surrender all keys for the Leased
Premises to Landlord at the place then fixed for the payment of rent and shall
inform Landlord of all combinations on locks, safes and vaults, if any, in the
Leased Premises. Tenant shall remove all its trade fixtures, and any alterations
or improvements as provided in Section 11.02 hereof,
before surrendering the Leased Premises as aforesaid and shall repair any damage
to the Leased Premises caused thereby. Tenant's obligation to observe or perform
this covenant shall survive the expiration or other termination of the term of
this Lease.





SECTION
      12.04.
              Rules and
      Regulations.





The rules
and regulations are appended to this Lease as Exhibit D attached
hereto and made a part hereof (the "Rules and Regulations"). Tenant agrees to
comply with and observe the





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ARTICLE
XIII - INSURANCEANDINDEMNIFICATION





SECTION
      13.01.
              Liability
      Insurance.





(a)                  
Tenant shall, from and after the date Landlord delivers possession of the Leased
Premises and during the entire term hereof, keep in full force and effect a
policy of public liability and property damage insurance (including terrorism
insurance) with respect to the Leased Premises, and the business operated by
Tenant and any subtenants, licensees or concessionaires of Tenant in the Leased
Premises, which limits of public liability and properly damage liability shall
not be less than $3,000,000.00 in respect of any one occurrence. The policy
shall name Landlord, its managing agent any and person, firms or corporations
designated by Landlord, and Tenant as additional insured, and shall contain a
clause that the insurer will not cancel or change the insurance without first
giving the Landlord thirty (30) days prior written notice. The insurance shall
be with an insurance company licensed and admitted in the State that the Leased
Premises is located, with a Best Rating of at lease A VIII and a copy of the
policy or a certificate of insurance shall be delivered to Landlord prior to
Tenant entering into possession of the Leased Premises.





(b)                 
 Landlord shall maintain and keep in full force and effect a policy of
public liability and property damage insurance with respect to the Common Areas
of the Shopping Center in coverage amounts determined by
Landlord.





SECTION
      13.02.
              Indemnification of
      Landlord.





Except to
the extent due to Landlord's willful misconduct or gross negligence, Tenant
shall indemnify Landlord, its managing agent, agents, contractors, employees,
servants, lessees or concessionaires, and Landlord's mortgagees, and save them
harmless from and against any and all claims, actions, damages, liability and
expense in connection with loss of life, personal injury and/or damage to
property arising from or out of any occurrence in, upon or at the Leased
Premises, or the occupancy or use by Tenant of the Leased Premises or any part
thereof, or occasioned wholly or in part by any act or omission of Tenant, its
agents, contractors, employees, servants, lessees or concessionaires. In case
Landlord shall, without fault on its part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall protect and hold Landlord
harmless and shall pay all costs, expenses and reasonable attorney's fees
incurred or paid by Landlord in connection with such litigation. Tenant shall
also pay all costs, expenses and reasonable attorney's fees that may be incurred
or paid by Landlord in enforcing the covenants and agreements in this
Lease.





SECTION
      13.03.
              Plate
    Glass.





Tenant
shall replace, at the expense of Tenant, any and all plate and other glass
damaged or broken resulting from any cause whatsoever in and about the Leased
Premises. Tenant shall insure, and keep insured, at Tenant's expense, all plate
and other glass in the Leased Premises for and in the name of
Landlord.





SECTION
      13.04.
              Fire and Extended Coverage
      Insurance.








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(a)                  
Commencing from and after the Commencement Dale, and for each year of the lease
term, or portion thereof, in addition to the insurance which Tenant is required
to maintain pursuant to this Article XIII, Tenant shall pay to Landlord, as
additional rent, Tenant's share of the Fire Insurance (as defined below) which
may be maintained by Landlord on the buildings and improvements in the Shopping
Center, Tenant shall pay as its share of such Fire Insurance an amount
equal to that proportion of the cost of the premiums for the Fire Insurance as
the leaseable square foot area of the Leased Premises bears to the leaseable
square foot area of all the buildings covered under the relevant
policy.





(b)                  
On each date that an installment of Minimum Rent is due, Tenant shall pay, as
additional rent, an amount equal to one-twelfth (1/12th) of its share of the
estimated total premiums paid by Landlord for Fire Insurance (as defined below).
Tenant shall initially pay $83.33 per month towards its share of said insurance
premium(s). Landlord will bill the Tenant annually for its proportionate share
accompanied by copies of the appropriate invoices setting forth the amount due
from Tenant on account of the Fire Insurance for the preceding year and the
amount of estimated Fire Insurance paid by Tenant during such year. The total
billing for the insurance less the amount previously paid by Tenant will result
in an adjustment whereby Tenant will either receive a credit for an overpayment
toward the next installment or installments due under this Section or Tenant
shall pay within ten (10) days of the receipt of such statement, any balance due
to Landlord for such insurance. The monthly amount to be paid on account will be
revised each year to more closely reflect one-twelfth (1/12th) of Tenant's share
of insurance costs most recently determined. With
respect to any insurance effective for a term extending beyond the term of
Tenant's lease, Tenant will be obligated to pay only such proportion of Tenant's
share of the premium as that portion of the term of the policy lapsing prior to
the expiration of the term of Tenant's lease bears to the entire term of the
policy.





(c)                  
"Fire Insurance" shall mean the fire, extended coverage and loss of rents
insurance (including so-called "extended coverage and/or all risk endorsement",
"flood and earthquake endorsement", "terrorism endorsement" and "boiler and
machinery endorsement"), maintained by Landlord or others upon all buildings and
improvements in the Shopping Center.





(d)                  
The amount of Fire Insurance to be maintained by Landlord shall not be less than
eighty (80%) percent and not more than one hundred (100%) percent of the
Replacement Cost Valuation of all buildings and improvements in the Shopping
Center as such value may exist from time to time.








SECTION
      13.05.
              Increase in Fire Insurance
      Premium.





(a)                  
Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the
Leased Premises any article which may be prohibited by the standard form of fire
insurance policy. Tenant agrees to pay any increase in Landlord’s premiums for
fire and extended coverage insurance during the term of this Lease resulting
from Tenant’s use of the Leased Premises or the type of merchandise sold by
Tenant in the Leased Premises, whether or not Landlord has consented to the
same. In determining whether increased premiums are the result of Tenant's use
of the Leased Premises, a schedule, issued by the organization making the
insurance rate on the Leased Premises, showing the various components of such
rate, shall be conclusive evidence of the several items and charges which make
up the fire insurance rate on the Leased Premises.





(b)                 
 In the event Tenant's use or occupancy of the Leased Premises causes an
increase in Landlords premiums for the fire, boiler and/or casualty rates on the
Leased Premises or any part thereof above the rate for the least hazardous type
of occupancy legally permitted in the Leased Premises, Tenant shall also pay in
such event, any additional premiums, including on the rent and terrorism
insurance policy that may be carried by the Landlord for its protection against
loss resulting from fire or terrorist act. Bills for such additional premiums
shall be sent by Landlord to








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Tenant at
such times as Landlord may elect, and shall be due from, and payable by Tenant
when sent, and the amount thereof shall be deemed to be, and shall be paid as,
additional rent.





SECTION
      13.06.
              Waiver of
      Subrogation.





Neither
party to this Lease shall be liable for any damage by fire or other peril
includable in the coverage afforded by the standard form of fire insurance
policy with extended coverage endorsement attached, no matter how caused, it
being understood that the damaged party will look solely to its insurer for
reimbursement, provided that this waiver of liability shall apply only to the
extent that the party incurring such loss is actually reimbursed for such loss
by the proceeds of insurance. Landlord's and Tenant's policies of insurance
shall contain a waiver of subrogation confirming the foregoing. Any waiver of
rights required by this Section 13.06 shall
be ineffective if such waiver shall be unobtainable, or result in a breach of
the insurance contract or in material increase in the cost of insurance of the
waiving party, unless the other party shall pay such increase within ten (10)
days after notice thereof.





ARTICLE XIV -
UTILITIES





SECTION
      14.01.
              Utility
      Charges.





(a)                  
Tenant shall be solely responsible for and promptly pay all charges for
electricity, gas, and water or any other utility used or consumed in the Leased
Premises from and after the date possession of the Leased Premises are delivered
to Tenant. Tenant will pay for electricity, gas and water as measured by a
meter measuring Tenant's consumption thereof directly to utility provider in
question. In no event shall Landlord be liable for an interruption or failure in
the supply of any such utilities to the Leased Premises. Tenant is responsible
for, and shall promptly pay, all charges for monitoring the sprinkler system (if
any) within the Leased Premises.





(b)                  
Tenant and Landlord agree that any utility easements requested by Tenant, shall
be subject to Landlord's prior written approval, which approval shall be in
Landlord's sole discretion. Such utility easements shall be in a form
acceptable to Landlord, in its sole discretion, and further Tenant shall
reimburse Landlord for any and all costs and expenses relating to the
negotiation and approval of such utility easements (including, without
limitation, reasonable attorneys' fees).





ARTICLE
XV - OFFSET STATEMENT, ATTORNMENT SUBORDINATION





SECTION
      15.01.
              Offset Statement/Estoppel
      Certificate.





Within
ten days after request therefor by Landlord, or in the event that upon any sale,
assignment or hypothecation of the Leased Premises and/or the land thereunder by
Landlord, an offset statement shall be required from Tenant, Tenant agrees to
deliver in recordable form a certificate to any proposed mortgagee or purchaser,
or to Landlord, certifying (if such be the case) that this Lease is in full
force and effect and that there are no defenses or offsets thereto, or stating
those claimed by Tenant and containing such other reasonable information as
Landlord, its mortgagee, or the purchaser shall request.





SECTION
      15.02.
              Attornment.





Tenant
shall, in the event any proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale under any mortgage made by the
Landlord covering the Leased Premises, attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this
Lease.








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SECTION
      15.03.
              Subordination.





This
Lease, at lender(s) option, as the case may be, shall be automatically
subordinate to any mortgage of the Shopping Center or portion thereof to which
Landlord's interest in the Shopping Center or portion thereof is subordinated
and to any overlease by or under which Landlord holds its interest therein,
regardless of the time when any such mortgage or any such overlease (or any
notice thereof) is executed or recorded. Tenant hereby agrees to execute a
confirmatory agreement which shall subordinate the Lease to the instrument(s)
evidencing such loan or overlease in which the lender(s) or overlandlord agree
for itself, its successors and assigns by written instrument in such form which
is acceptable to the lender(s) or overlandlord, as the case may be: (i) to be
bound by the terms of this Lease; provided, however, the lender(s) or
overlandlord, as the case may be, shall not be (a) liable for any act or
omission of any prior landlord (including Landlord); (b) bound by any rent or
additional rent which Tenant might have paid for more than one (1) month in
advance to any prior landlord (including Landlord); or (c) bound by any
amendment or modification of the Lease made without lender's or overlandlord' s
consent; (ii) to not disturb Tenant's use or possession of the Leased Premises
in the event of a foreclosure of such lien or encumbrance so long as Tenant is
not in default hereunder; (iii) to not join Tenant as a party defendant in any
foreclosure proceeding relating to the Shopping Center or any part thereof
(except to the extent required to prosecute said foreclosure proceeding); (iv)
to require Tenant to give notice to the lender(s) or overlandlord, as the case
may be, simultaneous with any notice given by Tenant to Landlord in the event
that Landlord defaults; and (v) to require Tenant to give the lender(s) or
overlandlord, as the case maybe, the right to cure a Landlord default
simultaneous with Landlord's right to cure. If any ground lease covering the
Leased Premises to which this Lease is subordinate shall be terminated, this
Lease, at the option of the then-owner, shall become a direct lease with the
then-owner of the Leased Premises.





SECTION
      15.04.
              Attorney-in-Fact.





Tenant
shall, upon request of any party in interest, promptly execute such instruments
or certificates necessary to carry out the intent of Article XV as shall be
requested by Landlord. Tenant hereby irrevocably appoints Landlord as
attorney-in-fact for Tenant with full power and authority to execute and
deliver, in the name of Tenant, any such instruments or
certificates.





SECTION
      15.05.
              Financial
      Data.





Tenant
shall cooperate with Landlord in every reasonable respect to assist Landlord in
securing financing on the Shopping Center, including, but not by way of
limitation, supplying to Landlord and or its proposed lender detailed financial
statements and factual background of Tenant.





ARTICLE XVI - ASSIGNMENTANDSUBLETTING





SECTION
      16.01.
              Consent
      Required.





(a)                   
Except as otherwise set forth herein, Tenant shall not, whether voluntarily,
involuntarily or by operation of law, without in each instance obtaining the
prior written consent of Landlord, which consent may be withheld in Landlord's
sole discretion (a) assign or otherwise transfer this Lease or the term or
estate herby granted, (b) sublet all or part of the Leased Premises or allow the
same to be used or occupied by anyone other than Tenant, or (c) mortgage, pledge
or encumber this Lease or all or part of the Leased Premises in any manner by
reason of any act or omission on the part of Tenant. Landlord agrees that
Landlord will not unreasonably withhold Landlord's consent to a sublease of the
entire Leased Premises provided that the use thereof is in compliance with the
use requirements and restrictions set forth in this Lease.








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(b)       
           The consent by
Landlord to any assignment or subletting shall not constitute a waiver of the
necessity for such consent to any subsequent assignment or subletting. This
prohibition against assigning or subletting shall be construed to include a
prohibition against any assignment or subletting by operation of law. If this
Lease be assigned, or if the Leased Premises or any part thereof be underlet or
occupied by any entity other than Tenant, Landlord may collect rent from the
assignee, undertenant or occupant, and apply the net amount collected to the
rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, under-tenant or occupant as Tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained.





For
purposes of this Article 16, (i) the
transfer, directly or indirectly, of a majority of any class of the issued and
outstanding capital stock of any corporate tenant or subtenant, or the direct or
indirect transfer or a majority of the total interest in any other entity
(limited liability company, partnership or otherwise) which is a tenant or
subtenant, however accomplished, whether in a single transaction or in a series
of related or unrelated transactions (including, without limitation, and by way
of example only, the transfer of a majority of the outstanding capital stock of
a company which company owns a second tier company, which in turn owns 51% of
the outstanding capital stock of a corporate tenant hereunder), shall be deemed
an assignment of this Lease, or of such sublease, as the case may be, (ii) a so
called "takeover" agreement (i.e., an agreement where another entity agrees to
become responsible for all or a portion of Tenant's obligations under this Lease
without actually entering into an assignment or sublease) shall be deemed a
transfer of this Lease, (iii) any person or legal representative of Tenant, to
whom Tenant's interest under this Lease passes by operation of law, or
otherwise, shall be bound by the provisions of this Article 16, and (iv) a
modification, amendment or extension without Landlord's prior written consent of
a sublease previously consented to by Landlord shall be deemed a new sublease.
Tenant agrees to furnish to Landlord upon demand at any time and from time to
time such information and assurances as Landlord may reasonably request that
neither Tenant, nor any subtenant, is in violation of the provisions of this
Section 16.01.
As long as Embassy Bank is Tenant, Tenant shall have the privilege, subject to
the terms and conditions hereinafter set forth, without the consent of Landlord,
to assign its interest in this Lease (i) to any corporation which is a successor
to Tenant either by merger or consolidation, (ii) to a purchaser of all of
Tenant's assets (provided such purchaser shall have also assumed substantially
all of Tenant's liabilities) or (iii) to a person or entity which shall (1)
Control (2)be
under the Control of, or (3) be under common Control with Tenant (any such
Person referred to in this clause (iii) being a "Related Entity"). As
long as Embassy Bank is Tenant, Tenant shall have the privilege, subject to the
terms and conditions set forth herein, without the consent of Landlord to
sublease all or any portion of the Leased Premises to a Related Entity. Any
assignment or subletting described above may only be made upon the condition
that (a) any such assignee or subtenant shall continue to use the Leased
Premises for the conduct of the same business as Tenant was conducting prior to
such assignment or sublease, (b) the principal purpose of such assignment or
sublease is not the acquisition of Tenant's interest in this Lease or to
circumvent the provisions of this Section 16.02, and (c) in the case of an
assignment, any such assignee shall have a net worth and annual income and cash
flow, determined in accordance with generally accepted accounting principles,
consistently applied, after giving effect to such assignment, equal to the
greater of Tenant's net worth and annual income and cash flow, as so determined,
on (i) the date immediately preceding the date of such assignment, and (ii) the
Commencement Date. Tenant shall, within ten (10) days after execution thereof,
deliver to Landlord either (x) a duplicate original instrument of assignment in
form and substance reasonably satisfactory to Landlord, duly executed by Tenant,
together with an instrument in form and substance reasonably satisfactory to
Landlord, duly executed by the assignee, in which such assignee shall assume
observance and performance of, and agree to be personally bound by, all of the
terms, covenants and conditions of this Lease on Tenant's part to be observed
and performed, or (y) a duplicate original sublease in form and substance
reasonably satisfactory to Landlord, duly executed by Tenant and the subtenant.
"Control" or "control" shall mean ownership of more than fifty percent (50%) of
the outstanding voting stock of a corporation or other majority equity and
control interest if not a corporation and the possession of power to direct or
cause the direction of the management and policy of such corporation or other
entity, whether through the ownership of voting securities, by statute or
according to the provisions of a contract.








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(c)                   
In the event the Tenant shall seek Landlord's consent pursuant to this Section 16.01, Tenant
shall furnish Landlord with such information regarding the proposed assignee or
sublessee as the Landlord may reasonably request, including, without limitation,
information regarding the financial viability and business experience of the
proposed assignee or sublessee.





(d)                  
Notwithstanding any assignment or sublease: (i) Tenant and any guarantor, if
any, shall always remain fully liable under the lease and shall not be released
from performing any of the terms, covenants and conditions of this Lease; (ii)
the assignment or subletting shall be subject to all of the terms and conditions
of this Lease; (iii) any assignee shall assume, in writing, all of Tenant's
obligations under this Lease; (iv) Tenant shall give Landlord at least thirty
(30) days prior written notice of any such assignment or subletting; (v) Tenant
shall pay over to Landlord, on a monthly basis, all profit derived by Tenant
from any assignment or subletting; and (vi) Tenant further agrees that it will
reimburse Landlord for Landlord's reasonable expenses, arising out of said
assignment or sublet, including reasonable attorney's fees, whether such
assignment or sublease was approved by Landlord or not.





(e)                  
Notwithstanding the foregoing, in lieu of consenting to any such proposed
assignment or subletting, Landlord may, within thirty (30) days following
Landlord's receipt of Tenant's notice of such proposed assignment or subletting,
elect to terminate this Lease upon at least sixty (60) days notice thereof to
Tenant.





SECTION
      16.02.
              Additional
      Security Deposit upon Assignment or
Sublease.





If
Landlord should consent to an assignment or sublease, Tenant agrees to assign,
transfer and set over to its assignee or sublessee all of Tenant's right, title
and interest in and to any and all security deposit(s) held by Landlord and to
look only to assignee or sublessee for reimbursement and to indemnify, defend
and hold Landlord harmless from any and all claims, demands, suits, actions,
judgments, costs and obligations, including reasonable attorneys fees in
connection therewith.





ARTICLE
XVII - WASTEANDCOMPLIANCE WITHLAWS





SECTION
      17.01.
              Waste or
      Nuisance.





Tenant
shall not commit or suffer to be committed any waste upon the Leased Premises or
any nuisance or other act or thing which may disturb the quiet enjoyment of any
other tenant in the building in which the Leased Premises may be located, or in
the Shopping Center, or which may disturb the quiet enjoyment of any person
within five hundred feet (500') of the boundaries of the Shopping
Center.





SECTION
      17.02.
              Compliance with
      Laws.





Tenant
shall, at Tenant's sole cost and expense, comply with all of the requirements of
all county, municipal, state, federal and other applicable governmental
authorities, and Landlord's insurance underwriters, now in force, or which may
hereafter be inforce, pertaining to the
Leased Premises, and shall faithfully observe in the use of the Leased Premises,
all county and municipal ordinances and regulations and all local and state and
federal statutes and laws now in force or which may hereafter be in
force.








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SECTION
      17.03
              Matters of
      Record.





The
Shopping Center and Tenant's use and occupancy of the Leased Premises, and
Tenant's rights and obligations herein are subject to all matters of record.
Tenant hereby covenants and agrees to abide by the terms and provisions to all
matters of record.





ARTICLE
XVIII - ADVERTISING, MERCHANTS ASSOCIATION





SECTION
      18.01.
              Intentionally
      Omitted.





SECTION
      18.02.
              Solicitation of
      Business.





Tenant
and Tenant's employees and agents shall not solicit business in the parking lot
or other Common Areas, nor shall Tenant distribute any handbills or place other
advertising matter on automobiles parked in the parking area or in other Common
Areas.





SECTION
      18.03.
              Merchant's
      Association.





Tenant
shall become a member of, participate fully in, and remain in good standing in
the Merchant's Association (as soon as the same has been formed) which shall be
limited to tenants occupying premises in the Shopping Center, and shall abide by
the regulations of such Merchants Association. Tenant shall be entitled to
receive notice and the right to vote at all meetings of the Merchant's
Association if in good standing.





ARTICLE
XIX - DESTRUCTION





SECTION
      19.01.
              Total or Partial
      Destruction.





If the
Leased Premises and any necessary Common Areas ancillary or adjacent thereto
shall be damaged by fire, the elements, unavoidable accident or other casualty,
but are not thereby rendered untenantable in whole or in part, Landlord shall at
its own expense cause such damage to be repaired, and the rent shall not be
abated. If by reason of such occurrence, the Leased Premises shall be rendered
untenantable only in part, Landlord shall, at its own expense, cause the damage
to be repaired, and the Minimum Rent and additional rent shall be abated
proportionately as to the portion of the Leased Premises rendered untenantable
provided that same can be accomplished within 90 days of such destruction. If
the Leased Premises shall be rendered wholly untenantable by reason of such
occurrence, Landlord shall, at its own cost and expense, cause such damage to
the Leased Premises (but not to Tenant's improvements or personal property) to
be repaired, and the Minimum Rent and additional rent shall abate until the
Leased Premises have been restored and rendered tenantable, or Landlord may at
its election, terminate this Lease and the tenancy hereby created, by giving
Tenant within the next sixty (60) days following the date of said occurrence,
written notice of Landlord's election so to do and in the event of such
termination rent shall be adjusted as of such date.





SECTION
      19.02.
              Partial Destruction of Shopping
      Center.





In the
event that seventy (70%) percent or more of the leasable area of the Shopping
Center shall be damaged or destroyed by fire or other casualty, notwithstanding
that the Leased Premises may be unaffected by such fire or other casualty,
Landlord may terminate this Lease and the tenancy hereby created by giving to
Tenant five (5) days prior written notice of its election to terminate which
notice shall be given, if at all, not later than thirty (30) days following the
date of said occurrence. Rent shall be adjusted as of the date of such
termination.








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In the
event that seventy (70%) percent or more of the leasable area of the Shopping
Center shall be damaged or destroyed by fire or other casualty, notwithstanding
that the Leased Premises may be unaffected by such fire or other casualty and
such fire or casualty occurs during the last two years of the term of this
Lease, Tenant may terminate this Lease and the tenancy hereby created by giving
to Landlord five (5) days prior written notice of its election to terminate
which notice shall be given, if at all, not later than thirty (30) days
following the date of said occurrence. Rent shall be adjusted as of the date of
such termination.


ARTICLE XX - EMINENT
DOMAIN


SECTION
      20.01.
              Total
      Condemnation of Leased
Premises.





If the
whole of the Leased Premises shall be acquired or condemned by eminent domain
for any public or quasi-public use or purpose, then the term of this Lease shall
cease and terminate as of the date of title vesting in such proceeding and all
rent shall be paid up to and including that date and Tenant shall have no claim
against Landlord for the value of any unexpired term of this
Lease.





SECTION
      20.02.
              Partial
      Condemnation.





If any
part of the Leased Premises shall be acquired or condemned as aforesaid, and in
the event that such partial taking or condemnation shall render the Leased
Premises unsuitable for the business of Tenant, then the term of this Lease
shall cease and terminate as of the date of title vesting in such proceeding.
Tenant shall have no claim against Landlord for the value of any unexpired term
of this Lease and rent shall be adjusted up to and including the date of such
termination. In the event of a partial taking or condemnation which is not
extensive enough to render the Leased Premises unsuitable for the business of
Tenant, then Landlord shall promptly restore the Leased Premises (but not
Tenant's improvements or personal property) to a condition comparable to its
condition at the time of such condemnation less the portion lost in the taking,
and this Lease shall continue in full force and effect without any reduction or
abatement of rent.





SECTION
      20.03.
              Total Condemnation of Parking
      Area.





If the
whole of the parking areas located in the Common Areas of the Shopping Center
shall be acquired or condemned as aforesaid, then the term of this Lease shall
cease and terminate as of the date of title vesting in such proceeding unless
Landlord shall take immediate steps to provide other parking facilities
substantially equal to the previously existing ratio between the parking areas
and the Leased Premises, and such substantially equal parking facilities shall
be provided by Landlord at its own expense within ninety (90) days from the date
of acquisition. In the event that Landlord shall provide such other
substantially equal parking facilities, then this Lease shall continue in full
force and effect without any reduction or abatement of rent.





SECTION
      20.04.
              Partial Condemnation of Parking
      Area.





If any
part of the parking areas in the Common Areas of the Shopping Center shall be
acquired or condemned as aforesaid, and if, as the result thereof, the ratio of
square feet of parking field to square feet of the sales area of the entire
Shopping Center buildings is reduced to a ratio below two to one, then the term
of this Lease shall cease and terminate upon the vesting of title in such
proceeding, unless Landlord shall take immediate steps toward increasing the
parking ratio to a ratio in excess of two to one, in which event this Lease
shall be unaffected and remain in full force and effect without any reduction or
abatement of rent. In event of termination of this Lease as aforesaid, Tenant
shall have no claim against Landlord nor the condemning authority for the value
of any unexpired term of this Lease and rent shall be adjusted up to and
including the date of said termination.








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SECTION
      20.05.
              Landlord's
      Damages.





In the
event of any condemnation or taking as aforesaid, whether whole or partial,
Tenant shall not be entitled to any part of the award paid for such condemnation
and Landlord is to receive the full amount of such award. Tenant hereby
expressly waives any right or claim to any part thereof.





SECTION
      20.06.
              Tenant's
      Damages.





Although
all damages in the event of any condemnation are to belong to the Landlord
whether such damages are awarded as compensation for diminution in value of the
leasehold or to the fee of the Leased Premises, Tenant shall have the right to
claim and recover from the condemning authority, but not from Landlord, such
compensation as may be separately awarded or recoverable by Tenant in Tenant's
own right on account of any and all damage to Tenant's business by reason of the
condemnation and for or on account of any cost or loss which Tenant might
sustain in removing Tenant's business by reason of the condemnation and for or
on account of any cost or loss which Tenant might sustain in removing Tenant's
merchandise, furniture, fixtures, leasehold improvements and
equipment.





SECTION
      20.07.
              Condemnation of Less than a
      Fee.





In the
event of a condemnation of a leasehold interest in all or a portion of the
Leased Premises without the concurrent condemnation of the fee simple title,
this Lease shall not terminate and such condemnation shall not excuse Tenant
from full performance of all of its covenants hereunder, but Tenant in such
event shall be entitled to present or pursue against the condemning authority
its claim for and to receive all compensation or damages sustained by it by
reason of such condemnation, and Landlord's right to recover compensation or
damages shall be limited to compensation for and damages if any, to its
reversionary interest; it being understood however, that during such time as
Tenant shall be out of possession of the Leased Premises by reason of such
condemnation, the lease shall not be subject to forfeiture for failure to
observe and perform those covenants not calling for the payment of money. In the
event the condemning authority shall fail to keep the Leased Premises in the
state of repair required hereunder, or to perform any other covenant not calling
for the payment of money, Tenant shall have ninety (90) days after the
restoration of possession to it within which to carry out its obligations under
such covenant or covenants. During such time as Tenant shall be out of
possession of the Leased Premises by reason of such leasehold condemnation,
Tenant shall pay to Landlord, in lieu of the Minimum Rent provided for
hereunder, and in addition to any other payments required of Tenant hereunder,
an annual rent equal to the average annual Minimum Rent paid by Tenant for the
period from the commencement of the term until the condemning authority shall
take possession, or during the preceding three full calendar years, whichever
period is shorter. At any time after such condemnation proceedings are
commenced Landlord shall have the right, at its option, to require Tenant to
assign to Landlord all compensation and damages payable by the condemnor to
Tenant, to be held without liability for interest thereon as security for the
full performance of Tenant's covenants hereunder, such compensation and damages
received pursuant to said assignment to be applied first to the payment of rents
and all other sums from time to time payable by Tenant pursuant to the terms of
this Lease as such sums fall due, and the remainder, if any, to be payable to
Tenant at, the end of the term hereof, or on restoration of possession of the
Leased Premises to Tenant, whichever shall first occur, it being understood and
agreed that such assignment shall not relieve Tenant of any of its obligations
under this Lease with respect to such rents, and other sums except as the same
shall be actually received by Landlord.





ARTICLE
XXI - DEFAULT OF THE TENANT








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SECTION
      21.01.
              Right
      to Re-enter.





Tenant
shall be deemed in default hereunder in the event of any failure of Tenant to
pay any rent when due hereunder. In the event Tenant shall be in default or
Tenant fails to perform any other of the terms, conditions or covenants of this
Lease to be observed or performed by Tenant for more than thirty (30) days after
written notice of such default shall have been sent by Landlord, or if Tenant or
an agent of Tenant shall falsify any report required to be furnished to Landlord
pursuant to the terms of this Lease, or if Tenant or any guarantor of this Lease
shall become bankrupt or insolvent, or file any debtor proceedings or take or
have taken against Tenant or any guarantor of this Lease in any court pursuant
to any statute either of the United States or of any State a petition in
bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Tenant's or any such guarantor's
properly, or if Tenant or any such guarantor makes an assignment for the benefit
of creditors, or petitions for or enters into an arrangement, or if Tenant shall
abandon said premises, or suffer this Lease to be taken under any writ of
execution, the Landlord besides other rights or remedies it may have, hereunder
or by law or in equity, shall have the immediate right of re-entry and may
remove all persons and property from the Leased Premises and such property may,
at Landlord's option, either be removed and stored in a public warehouse or
elsewhere at the cost of, and for the account of Tenant, or may be disposed of
by Landlord as it, in its sole discretion, deems fit, all without service of
notice or resort to legal process and without being deemed guilty of trespass,
or becoming liable for any loss or damage which may be occasioned
thereby.





SECTION
      21.02.
              Right to
      Relet.





Should
Landlord elect to re-enter, as herein provided, or should it take possession
pursuant to legal proceeding or pursuant to any notice provided for by law,
Landlord may either terminate this Lease or may, from time to time, without
terminating this Lease, make such alterations and repairs as may be necessary in
order to relet the Leased Premises and may relet said Leased Premises or any
part thereof for such term or terms (which may be for a term extending beyond
the term of this Lease) and at such rental or rentals and upon such other terms
and conditions as Landlord in its sole discretion may deem advisable; and upon
each such reletting all rent received by the Landlord from such reletting shall
be applied, first, to the payment of any indebtedness other than rent, due
hereunder from Tenant to Landlord; second, to the payment of any costs and
expenses of such reletting, including brokerage fees, attorney's fees, free rent
and of costs of such alterations and repairs; third, to the payment of rent due
and unpaid hereunder, and the residue, if any, shall be held by Landlord and
applied in payment of future rent as the same may become due and payable
hereunder. If such rent received from such reletting during any month shall be
less than that to be paid during that month by Tenant hereunder, Tenant shall
pay any such deficiency to Landlord. Such deficiency shall be calculated and
paid monthly. No such re-entry or taking possession of said Leased Premises
by Landlord shall be construed as an election on its part to terminate this
Lease unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination,
Landlord may, at any time thereafter, elect to terminate this Lease for such
previous default. Should Landlord at any time terminate this Lease for any
default, in addition to any other remedies it may have, it may recover from
Tenant all damages it may incur by reason of such default, including the cost of
recovering the Leased Premises, reasonable attorneys fees, and including the
worth at the time of such termination of the excess, if any, of the amount of
rent and charges equivalent to rent reserved in this Lease for the remainder of
the stated term over the then reasonable rental value of the Leased Premises for
the remainder of the stated term, all of which amounts shall be immediately due
and payable from Tenant to Landlord. In determining the rent which would be
payable by Tenant hereunder, subsequent to default, the annual rent for each
year of the unexpired term shall be equal to the average annual Minimum Rent
payable by Tenant from the commencement of the term to the time of default, or
during the preceding three full calendar years, whichever period is shorter. If
Landlord terminates this Lease as a result of a default by Tenant under this
Lease, Landlord agrees to use reasonable efforts to re-let the Leased Premises,
which reasonable efforts will be deemed satisfied if Landlord lists the Leased
Premises for re-letting with a local real estate broker.








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SECTION
      21.03.
              Legal
      Expense.





In the
event legal action shall be brought for recovery of possession of the Leased
Premises, for the recovery of rent or any other amount due under the provisions
of this Lease, or because of the default in the performance of any other
covenant herein contained on the part of Tenant to be kept or performed, and a
default shall be established, Tenant shall pay to Landlord all expenses incurred
therefor, including reasonable attorneys' fees. In the event Landlord sends
Tenant a legal notice pursuant to the terms of this Lease due to a default
(monetary or non-monetary), Tenant shall pay to Landlord as additional rent the
sum of Two Hundred and Fifty Dollars ($250.00) to cover the legal fees in
connection with the preparation and service of such notice.





In the
event Tenant requests Landlord to review and execute any documentation relating
to Tenant's occupancy or use (including, without limitation, assignments,
subletting or tenant financing) of the Leased Premises, Tenant agrees to
promptly reimburse Landlord, for all fees and expenses (legal, administrative or
otherwise) incurred by Landlord in connection with the processing of such
requests and/or transaction regardless of the ultimate resolution
thereof.





SECTION
      21.04.
              Waiver
      of Jury Trial and
Counterclaims,





The
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either party hereto against the other on
any matters whatsoever arising out of or in any way connected with this Lease,
the relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased
Premises, and/or any claim of injury or damage. In the event Landlord commences
any proceedings for non-payment of rent, Minimum Rent or additional rent, Tenant
shall not interpose any counterclaim of whatever nature or description in any
such proceedings. This shall not, however, be construed as a waiver of Tenant's
right to assert such claims in any separate action or actions brought by
Tenant.





SECTION
      21.05.
              Waiver of Rights of
      Redemption.





Tenant
hereby expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause, or in the event of Landlord obtaining possession of the Leased
Premises, by reason of the violation by Tenant of any of the covenants or
conditions of this Lease, or otherwise.





ARTICLE XXII - ACCESS BY
LANDLORD





SECTION
      22.01.
              Right of
      Entry.





Landlord
or Landlord's agents shall have the right to enter the Leased Premises at all
times (except that, unless such entry is on an emergency basis, Landlord agrees
to give Tenant at least 24 hours' notice) to examine same, and to show them to
prospective purchasers or mortgagees, and to make such repairs, alterations,
improvements or additions as Landlord may deem necessary or desirable. Landlord
shall be allowed to take all material into and upon the Leased Premises that may
be required therefor without the same constituting an eviction of Tenant in
whole or in part and the rent reserved shall in no way abate while said repairs,
alterations, improvements, or additions are being made, by reason of loss or
interruption of business of Tenant, or otherwise. During the six (6) months
prior to the expiration of the term of this Lease or any renewal term, Landlord
may exhibit the Leased Premises to prospective tenants or purchasers, and place
upon the Leased Premises the usual notices "To Let" or "For Sale" which notices
Tenant shall permit to remain thereon without molestation. If Tenant shall not
be personally present to open and permit an entry into said Leased
Premises, at any time, when for any reason an entry therein shall be necessary
or permissible, Landlord or Landlord's agent may enter the same by a master key,
or may forcibly enter the same, without rendering Landlord or such agents liable
therefor, and without in any matter affecting the obligations and covenants of
this Lease. Nothing herein contained, however, shall be deemed or construed to
impose upon Landlord any obligation, responsibility or liability whatsoever, for
the care, maintenance or repair of the building or any part thereof, except as
otherwise herein specifically provided.








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SECTION
      22.02.
              Excavation.





If an
excavation shall be made upon land adjacent to the Leased Premises, or shall be
authorized to be made, Tenant shall afford to the person causing or authorized
to cause such excavation, license to enter upon the Leased Premises for the
purpose of doing such work as Landlord shall deem necessary to preserve the wall
or the building of which the Leased Premises form a part from injury or damage
and to support the same by proper foundations, without any claim for damages or
indemnification against Landlord or diminution or abatement of
rent.





ARTICLE XXIII - TENANTS
PROPERTY





SECTION
      23.01.
              Taxes
      on Leasehold.





Tenant
shall be responsible for and shall pay before delinquency all municipal, county
or state taxes assessed during the term of this Lease against any leasehold
interest or personal property of any kind, owned by or placed in, upon or about
the Leased Premises by the Tenant.





SECTION
      23.02.
              Loss
      and Damage.





Except in
the event of Landlord's willful misconduct or gross negligence, Landlord shall
not be liable for any damage to the property of Tenant or of others located in
the Leased Premises, nor for the loss of or damage to any property of Tenant or
of others by theft or otherwise. Landlord shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or snow or leaks from any part of the
Leased Premises or from the pipes, appliances or plumbing works or from the
roof, street or sub-surface or from any other place or by dampness or by any
other cause of whatsoever nature. Landlord shall not be liable for any such
damage caused by other tenants or persons in the Leased Premises, occupants of
adjacent property, of the Shopping Center, or the public, or caused by
operations in construction of any private, public or quasi-public work. Landlord
shall not be liable for any latent defect in the Leased Premises or in the
building of which they form a part except for a period of one (1) year from the
date Tenant takes possession of the Leased Premises. All property of Tenant kept
or stored in the Leased Premises shall be so kept or stored at the risk of
Tenant only and Tenant shall hold Landlord harmless from any claims arising out
of damage to same, including subrogation claims by Tenant's insurance carrier,
unless such damage shall be caused by the willful act or gross neglect of
Landlord.





SECTION
      23.03.
              Notice
      by Tenant.





Tenant
shall give immediate notice to Landlord in case of fire or accidents in the
Leased Premises or in the building of which the Leased Premises are a part or
defects therein or in any fixtures or equipment.





ARTICLE XXIV -
SUCCESSORS





SECTION
      24.01.
              Successors.








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All
rights and liabilities herein given to, or imposed upon, the respective parties
hereto shall inure to the benefit of and bind the several respective heirs,
executors, administrators, successors, and assigns of the said parties; and if
there shall be more than one tenant, they shall all be bound jointly and
severally by the terms, covenants and agreements herein. No rights, however,
shall inure to the benefit of any assignee of Tenant unless the assignment to
such assignee has been approved by Landlord in writing as provided in Section
16.01 hereof.





ARTICLE
XXV - QUIET ENJOYMENT





SECTION
      25.01.
              Covenant of Quiet
      Enjoyment.





Upon
timely payment by Tenant of the rents herein provided, and upon the observance
and performance of all the covenants, terms and conditions on Tenant's part to
be observed and performed, Tenant shall peaceably and quietly hold and enjoy the
Leased Premises for the term hereby demised without interference by Landlord or
any other person or persons lawfully or equitably claiming by, through or under
the Landlord, subject, nevertheless, to the terms and conditions of this
Lease.





ARTICLE
XXVI - LIMITATION ON RIGHT OF RECOVERY AGAINST
LANDLORD





SECTION
      26.01.
              Limitation.





(a)                  
Tenant acknowledges and agrees that the liability of Landlord under this Lease
shall be limited to its interest in the Shopping Center and any judgments
rendered against Landlord shall be satisfied solely out of the proceeds of sale
of its interest in the Shopping Center. No personal judgment shall lie against
Landlord upon extinguishment of its rights in the Shopping Center and any
judgment so rendered shall not give rise to any right of execution or levy
against Landlord's assets. The provisions hereof shall inure to Landlord's
successors and assigns including any mortgagee and their respective directors,
officers, principals and stockholders. The foregoing provisions are not intended
to relieve Landlord from the performance of any of Landlord's obligations under
this Lease, but only to limit the personal liability of Landlord in case of
recovery of a judgment against Landlord; nor shall the foregoing be deemed to
limit Tenant's rights to obtain injunctive relief or specific performance or to
avail itself of any other right or remedy which may be awarded Tenant by law or
under this Lease.





(b)                  
Other than as expressly provided herein, no assets of the Landlord and no assets
of any of Landlord's, directors, officers, partners, agents, members, or
employees shall be subject to any remedy exercised by Tenant hereunder and
Tenant agrees that Tenant shall not pursue any remedies against Landlord or any
of Landlord's directors, officers, partners, agents members, or
employees.





(c)                  
In the event of a transfer of Landlord's interest in the Leased Premises and/or
the Shopping Center, the transferor shall be, and hereby is, freed and relieved
of all covenants and obligations of Landlord under this Lease arising or to be
performed from and after the date of such transfer.


ARTICLE
XXVII - MISCELLANEOUS


SECTION
      27.01.
              Waiver.





The
waiver by Landlord of any default of any term, covenant or condition herein
contained shall not be deemed to be a waiver of any subsequent default of the
same or any other term, covenant or condition herein contained. The subsequent
acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of
any preceding default by Tenant of any term, covenant or condition of this
Lease, other than the failure of Tenant to pay the particular rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent. No covenant, term or conditions of this Lease shall be
deemed to have been waived by Landlord, unless such waiver be in writing by
Landlord.








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SECTION
      27.02.
              Accord and
      Satisfaction.





No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
rent herein stipulated shall be deemed to be other than on account of the
earliest stipulated rent, nor shall any endorsement or statement on any check or
any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.





SECTION
      27.03.
              Entire
      Agreement.





This
Lease, the Exhibits and Rider, if any, attached hereto and forming a part
hereof, set forth all the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the Leased Premises and
there are no covenants, promises, agreements, conditions and understandings,
either oral or written, between them other than as herein set forth. Except as
herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Landlord or Tenant unless reduced
to writing and signed by both parties.





SECTION
      27.04.
              No
      Partnership,





Landlord
shall not, in any way or for any purpose, be construed as a partner of Tenant in
the conduct of its business, or otherwise, or joint venturer or a member of a
joint enterprise with Tenant.





SECTION
      27.05.
              Notices.





Any
notice, demand, request or other instrument which may be or is required to be
given under this Lease shall be delivered in person or sent by United States
certified mail postage prepaid or by nationally recognized overnight courier (so
long as same provide receipts for the delivery thereof) and shall be addressed
(a) if to Landlord at the address first hereinabove given or at such other
address as Landlord may designate by written notice, with a copy to RD
Management LLC, 810 Seventh Avenue, New York, New York 10019, attention: Legal
Department and a copy to Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900
Third Avenue, New York, New York 10022, attention Neil E. Botwinoff, Esq. and
(b) if to Tenant at the Leased Premises or at such other address as Tenant shall
designate by written notice. Rejection or other refusal to accept or the
inability to deliver because of changed address for which no notice was given,
shall be deemed to be receipt of the notice as of the date of such rejection,
refusal or inability to deliver. All notices on behalf of Landlord may be given
by Landlord's managing agent and/or its counsel with the same force and effect
as if given by Landlord.





SECTION
      27.06.
              Captions and Section
      Numbers.





The
captions, section numbers, article numbers, and index appearing in this Lease
are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such sections or articles of this
Lease nor in any way affect this Lease.





SECTION
      27.07.
              Tenant Defined, Use of
      Pronoun.








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The word
"Tenant" shall be deemed
and taken to mean each and every person or party mentioned as a Tenant herein,
be the same one or more; and if there shall be more than one Tenant, any notice
required or permitted by the terms of this Lease may be given by or to any one
thereof, and shall have the same force and effect as if given by or to all
thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant
shall be deemed a proper reference even though Landlord or Tenant may be an
individual, a partnership, a corporation, or a group of two or more individuals
or corporations. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where there is more than one
Landlord or Tenant and to either corporations, associations, partnerships, or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.





SECTION
      27.08.
              Broker's
      Commission.





Each of
the parties represents and warrants that there are no claims for brokerage
commission or finder's fees in connection with the execution of this Lease,
except as listed below, and each of the parties agrees to indemnify the other
against and hold it harmless from all liabilities arising from any such claim
(including, without limitation, the cost of counsel fees in connection
therewith) from any broker or agent it has dealt with or employed except as
follows: Hertzl Benjamini and RD Management LLC, as a broker (which shall be
paid by Landlord pursuant to a separate agreement).





SECTION
      27.09.
              Partial
      Invalidity.





If any
term, or covenant or condition of this Lease or the application thereof to any
person or circumstance shall, to any extent, be deemed by a court of law to be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.





SECTION
      27.10.
              No
    Option.





The
submission of this Lease to Tenant for examination does not constitute a
reservation of or option for the Leased Premises and, notwithstanding any
correspondence or e-mail transmission to the contrary, any this Lease shall
become effective as a lease only upon execution and delivery thereof by Landlord
and Tenant.





SECTION
      27.11.
              Recording.





Tenant
shall in no event record this Lease or a memorandum thereof without the prior
written consent of Landlord, which consent may be withheld in Landlord' sole
discretion.





SECTION
      27.12.
              Landlord's
      Default.





In the
event of any breach under this Lease by Landlord, Landlord shall not be deemed
to be in default under this Lease, unless and until Landlord shall fail to cure
such breach within thirty (30) days after receipt of written notice thereof from
Tenant (provided, however, that Landlord shall not be deemed in default with
respect to any matter which by its nature may not be cured within thirty (30)
days if Landlord shall promptly commence to cure such breach and thereafter
diligently prosecutes the cure to completion). Notwithstanding anything
contained herein or in the Lease, Landlord shall in no event have any liability
hereunder to Tenant for consequential, special or indirect damages. In no event
shall Tenant have the right to terminate or cancel this Lease as a result of any
default by Landlord or breach by Landlord of its covenants or any warranties or
promises hereunder.








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SECTION
      27.13.
              Parking Lot
      Lights.





(a)                  
At Landlord's option, the parking lot lights shall not be in operation after the
regular closing hours of the Shopping Center (11:00 P.M. is considered closing).
Therefore, it is agreed that if Tenant requires parking lot lighting past the
regular hours, Tenant shall pay the cost incurred for keeping all the parking
lot lights on in the Shopping Center since there is no separate metering or
lighting applicable to the Tenant's immediate parking area. Landlord shall be
entitled to charge the entire cost of the extended lighting period to Tenant and
Tenant shall be bound to pay all the additional lighting
costs.





(b)                  
Tenant shall have the right, subject to Landlord's reasonable prior written
consent, to install lights from the facade of its store in accordance with all
applicable codes and regulations at its sole cost and expense. Such lights
shall be connected to and billed to Tenant's meter.





SECTION
      27.14.
              Intentionally
      Omitted.





SECTION
      27.15.
              Computation.





(a)                  
Notwithstanding anything to the contrary herein, for purposes of computing
Tenant's proportionate share of Real Estate Taxes, Common Charges, and insurance
expenses of the Shopping Center, Landlord reserves the right to make such
computation on a basis of a 30 day month and a 360 day year.





(b)                  
Unless stated otherwise, any time Tenant's proportionate share of costs and
expenses shall be calculated, the square foot area of floor levels (such as
storage basements and mezzanines) not used for sales purposes, and outdoor
selling areas shall be excluded from the square foot areas used to determine the
denominator of the applicable percentage and share.





SECTION
      27.16.
              Tenant
      Contribution.





At
Landlord's option, the initial Tenant contributions (for Common Charges, Real
Estate Taxes and fire and extended coverage insurance) for partial months should
be prorated on a thirty (30) day month basis (360 days per
year).





SECTION
      27.17.
              Covenants.





Anything
to the contrary in this Lease notwithstanding, the covenants in this Lease to be
performed by Landlord, shall not be binding personally, but instead said
covenants are made for the purpose of binding only the fee simple or leasehold
estate which Landlord owns in the Leased Premises.





SECTION
      27.18.
              Utilities.





Upon
Tenant taking possession of the Leased Premises, all utilities shall be put in
Tenant's name and Tenant shall pay the bills directly to the utility company.
Upon request, Tenant shall furnish Landlord with evidence of payment of its
utility bills.





SECTION
      27.19.
              Intentionally
      Omitted.





SECTION
      27.20.
              Hazardous
      Substances.








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Tenant
agrees that it shall not generate, store, manufacture, refine, transport, treat,
dispose of or otherwise permit to be present on or about the Leased Premises or
the Shopping Center, any Hazardous Substances. As used herein, Hazardous
Substances shall be defined as any "hazardous chemical," "hazardous substance,"
or similar term as defined in the Comprehensive Environmental Responsibility
Compensation and Liability Act, as amended (42 U.S.C. 59601, et seq.), any rules
or regulations promulgated thereunder, or in any other applicable federal, state
or local law, rule or regulation dealing with environmental protection. It is
understood and agreed that the provisions contained in this Section shall be
applicable notwithstanding the fact that any substance shall not be deemed to be
a Hazardous Substance at the time of its use by Tenant but shall thereafter be
deemed to be a Hazardous Substance. Tenant shall defend, indemnify and hold
harmless Landlord, its agents, contractors, employees and managing agent from
and against any and all costs, expenses, claims and liabilities whatsoever from
the default of this Section by Tenant, its agents, contractors invitees or
employees.





SECTION
      27.21.
              Landlord
      Consent.





If any
action by Tenant with respect to any term, provision or condition of this Lease
requires the consent or approval of Landlord, Landlord's consent or approval of
such action on one occasion shall not be deemed a consent to or approval of the
same action on a subsequent occasion. If Landlord's consent or approval is
required with respect to any term, provision or condition of this Lease to not
be unreasonably withheld and a court of competent jurisdiction determines that
Landlord has acted unreasonably, Tenant's sole remedy shall be the granting by
Landlord of the consent or approval theretofore withheld by
Landlord.





SECTION
      27.22.
              Vermin/Odor/Noise.





It is
understood and agreed that Tenant will use its best efforts to assure that no
pest or vermin are created due to the nature of Tenant's business and it is
further understood and agreed that Tenant will use its best efforts to prohibit
offensive odors (in Landlord's sole judgement) from permeating the air
surrounding the Leased Premises and adjacent premises. Tenant, at its sole cost
and expense, shall take any action required (including, without limitation, the
installation of ventilation systems, filtration systems and physical barriers)
to ensure its compliance with the foregoing. Tenant further agrees not to make
or permit any noise that would disturb other tenants from quiet enjoyment of
their leased premises.





SECTION
      27.23.
              The Office of Foreign Assets
      Control ("OFAC").





(a)                  
At all times throughout the term of this Lease, Tenant and all of its respective
Affiliates shall (i) not be a Prohibited Person (defined below) and (ii) be in
full compliance with all applicable orders, rules, regulations and
recommendations of OFAC of the U.S. Department of Treasury.





(b)                  
The term "Prohibited Person" shall mean any person or entity:





i.              
listed in the Annex to, or otherwise subject to the provisions of, the Executive
Order No. 13224 on Terrorist Financing, effective September 24, 2001, and
relating to Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism (the "Executive
Order");





ii.            
that is owned or controlled by, or acting for or on behalf of, any person or
entity that is listed to the Annex to, or is otherwise subject to the provisions
of, the Executive Order; iii. with whom Landlord is prohibited from dealing or
otherwise engaging in any transaction by any terrorism or money laundering law,
including the Executive Order;








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iv.           
who commits, threatens or conspires to commit or supports "terrorism" as defined
in the Executive Order;





v.            
that is named as a "specially designed national and blocked person" on the most
current list published by the U.S. Treasury Department Office of Foreign Assets
Control at its official website, www.ustreas.gov/offices/enforcement/ofac
or at any replacement website or other replacement official publication of such
list; or





vi.           who
is an Affiliate of or affiliated with a person or entity listed
above.





b.                  
 For purposes of this Section 27.26, the term "Affiliate", shall mean, as
to any person or entity, any other person or entity that, directly or
indirectly, is in control of, is controlled by or is under common control with
such person or entity or is a director or officer of such person or entity or of
an Affiliate of such person or entity. As used herein, the term "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of management, policies or activities of a person or entity, whether
through ownership of voting securities, by contract or
otherwise.





c.                   
Tenant represents and warrants to Landlord that neither Tenant nor any of its
respective Affiliates is a Prohibited Person and Tenant and all of its
respective Affiliates are in full compliance with all applicable orders, rules,
regulations and recommendations of the Office of Foreign Assets Control of the
U.S. Department of the Treasury.





d.                  
 Tenant acknowledges that in accepting this Lease and the other documents
relating thereto, Landlord is expressly and primarily relying on the truth and
accuracy of the warranties and representations set forth above (notwithstanding
any investigation of the Tenant by Landlord); that such reliance existed on the
part of Landlord prior to the date hereof; that the warranties and
representations arc a material inducement to Landlord in executing and
delivering the Lease and that Landlord would not enter into this Lease in the
absence of such warranties.





SECTION
      27.24.
              Entire And Binding Agreement;
      Governing Law,
Counterparts.





This
Lease, Exhibits and Riders, if any, attached hereto contain all of the
agreements between the parties hereto, and same may not be modified in any
manner other than by agreement in writing signed by all the party or parties to
be charged or such party's successors in interest. The terms, covenants, and
conditions contained herein shall inure to the benefit of, and be binding upon,
Landlord and Tenant, and their respective successors and assigns, except as may
be otherwise expressly provided in this Lease. Both parties have freely
negotiated this Lease. In any controversy, dispute, or contest over the meaning,
interpretation, validity, or enforceability of this Lease or any of its terms or
conditions, there shall be no inference, presumption, or conclusion drawn
whatsoever against either party by virtue of that party having drafted this
Lease or any portion thereof. This Lease shall be governed by the laws of the
State in which the Shopping Center is located. This Lease may be signed in
counterparts with the same force and effect as if all required signatures were
contained in a single, original instrument.





SECTION
      27.25.
              Provisions
      Severable.





If any
term or provision of this Lease, or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or
circumstances, other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid, and be enforced to the fullest extent permitted by
law.








INTIALS:
              LANDLORD
              
              RBTENANT
              
              DL





33





SECTION
      27.26.
              Evidence
      of Formation/Incorporation.





In the
event that the Tenant named herein is an entity (i.e.,not a natural person),
Tenant shall deliver to Landlord, within thirty (30) days following Landlord's
delivery of a fully executed Lease to Tenant, appropriate documentation
evidencing that Tenant has been duly formed or incorporated (as applicable). In
the event Landlord does not receive such evidence within such thirty (30) day
period, the individual (or individuals) executing on behalf of Tenant shall
automatically be deemed the "Tenant" herein.





SECTION
      27.27.
              Rider.





SECTION
      27.28.
              Landlord
      Work.





Landlord
will deliver the Leased Premises to Tenant as per the specifications described
on Exhibit C attached hereto and incorporated as part of the Lease ("Landlord's
Work").





SECTION
      27.29.
              Landlord
      Requirements





Subject
to the provisions of this Lease, prior to commencing Tenant's Work, Tenant shall
comply with Landlord's requirements, which shall include, but not be limited to
the following: (i) Landlord reviewing and approving Tenant's contractor's
insurance coverage (which shall name the parties designated by Landlord as
additional insured); (ii) delivering to Landlord a traffic and maintenance
protection plan for the Leased Premises in form and substance acceptable to
Landlord; (iii) holding pre-construction meetings with Landlord's
representative(s) and thereafter promptly and diligently making the necessary
modifications to Tenant's site plan (other than modifications requiring approval
by the local planning board/building department) and/or construction plan in
order to comply with Landlord's requirements; (iv) designating the staging area
(as such term is commonly used to describe the area for the placement of
construction equipment and trailers); (v) phasing the construction work in order
to minimize interference with other tenant's business operations in the Shopping
Center; (vi) cleaning the construction site on a daily basis and (vii)
protecting existing site improvements from damage during the course of Tenant's
Work. Tenant's Work shall not interfere with or block access to any entrance or
access road in or within the Shopping Center. Tenant shall, at its expense,
promptly replace and restore the areas disturbed by Tenant's Work to
substantially the same condition that existed prior to Tenant's Work (including,
without limitation, any and all paved parking area and utilities that existed
within the Leased Premises prior to commencing Tenant's
Work).





(Continued
on following page.)








INTIALS:
              LANDLORD
              
              RBTENANT
              
              DL





34




IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
Effective Date.





LANDLORD:





Lower
      Macungie Associates, LPBy:
      Lower Macungie Development LLC G.P.By:
                  /s/
      Richard BerdoffRichard
      BerdoffManaging
      MemberTENANT:Embassy
      BankBy:
                  /s/
      David M. Lobach Jr.




35