Exhibit
10.6




Village
Comer EMBASSY Lease 022503








LEASE
AGREEMENT





This
LEASE AGREEMENT is made this 21 day of March, 2003, by and
between





VILLAGE CORNER, LLC, a
Pennsylvania limited liability company, as Landlord (hereinafter sometimes
called "Landlord")


And





EMBASSY BANK FOR THE LEHIGH
VALLEY, as Tenant (hereinafter sometimes called
"Tenant").





RELEVANT
FACTS





A.              
 Landlord plans to construct an office building (hereinafter sometimes
referred to as the Building) on its real property. Tenant desires to lease a
portion of the Building from Landlord and Landlord desires to lease such
premises to Tenant.





B.               
Tenant hereby acknowledges that it has read this Lease and is cognizant of the
fact that this Lease contains restrictions upon the activities which may be
conducted in the Building and other restrictions and provisions applicable to
this Lease. Tenant agrees that all activities conducted by it, its employees,
agents, partners and shareholders and anyone claiming by, through or under
Tenant in any part of the Building shall be in accordance with the terms,
covenants and conditions of this Lease including, without limitation, Paragraph
1.2 which pertains to use of Building, assignment and subleasing, specifically
prohibited uses and other matters.





1.                
Lease of
Premises.





1.1       Leased
Premises.     Landlord hereby demises and leases to
Tenant and Tenant hereby leases from Landlord, on the terms and conditions
herein set forth, that portion of the Building consisting of:





approximately
3,584 rentable sq. ft.,
designated asSUITES 8 and
9





on the
building plans maintained by the Landlord. The leased space is sometimes
referred to herein as the "Premises", and its location is shown on the attached
Exhibit "A".





The
Premises are leased with bare, exterior walls insulated but not covered with
drywall, and with plumbing and electrical lines and HVAC service brought to the
Premises, as depicted in Landlord's shell building plans. All other finishes and
improvements, including without limitation, internal walls and partitions,
diffusers, terminal units, internal duct work, thermostats, paint, wall
coverings, carpets, tile, cabinets, plumbing fixtures, outlets, switches,
lighting and other fixtures, subpanels as required shall be the responsibility
of Tenant to construct and install.





The building and the leased
premises, when completed, will be in compliance with all applicable building,
safety and fire codes and with the Americans with Disabilities
Act.





It is understood the drive
thru window and canopy construction will be at the tenant's expense. It is
understood the approximate cost for said construction will be between $15,000-$!
8,000. It is further understood appropriate documentation will be provided to
substantiate the final cost.





All
interior finish improvements to the Premises shall be obtained from a competent construction
contractor of Tenant's choice, provided, however, that Landlord shall approve
the selection of Tenant's contractor(and its subcontractors)
prior to the commencement of any work at the Premises. Tenant shall be
responsible for completing these interior finishes and improvements to the
Premises in accordance with the written architectural and construction
agreements approved by Landlord, whose approval shall not be unreasonably
withheld or delayed. Tenant shall pay any and all costs necessary to complete
these interior finishes and improvements.





Prior to
the commencement of any improvements to finish the interior of the Premises,
Tenant and any contractor working in or on the Premises shall execute a
Stipulation Against Liens to be recorded in the Office of the Clerk of Courts,
Lehigh County, Pennsylvania, at Tenant's expense.





1.2        Use of
Premises.     The Premises shall be used by Tenant
solely as a:





RETAIL
BANK BRANCH


Page
1




Village
Comer EMBASSY Lease 022503








and the
business activities related thereto and for no other purposes, with the sole
exception that with the prior written consent of Landlord, in its sole
discretion, the Premises may be used for other approved
purposes.





Tenant
shall not use or permit any part of the Premises to be used for any unlawful
purpose. Tenant shall be solely responsible for obtaining all required zoning
and occupancy permits.





Landlord
agrees that, during the term of this lease, Landlord shall not lease or permit
to be occupied any other portion to the Building to a Tenant for a use by such
Tenant similar to or in competition with the use of the Premises by Tenant set
forth in this paragraph.





1.3      Quiet
Enjoyment.     Landlord warrants and represents that
it has the right and authority to lease the Premises to Tenant. Tenant, upon the
payment of all rents herein reserved and upon the performance of all terms of
this lease, shall at all times during the lease term peaceably and quietly enjoy
the Premises without any disturbance from Landlord.





1.4       Landlords Right of
Entry.     Landlord and its agents and
employees shall have the right to enter the Premises at all
reasonable times, and upon twenty-four (24) hours prior notice to Tenant,
in order to examine it, to show it to prospective purchasers, mortgagees or
tenants, to make repairs, alterations, improvements or additions as Landlord may
deem necessary or desirable, to place upon the Premises "for sale" and "for
rent" signs, and for any other purpose whatsoever. Landlord's right of entry
hereunder does not extend to personal property, documents and files possessed or
owned by the Tenant and located upon the Premises. Landlord shall exercise its
right of entry only in the presence of Tenant, or its designee, except in the case of
emergency.





2.               
Term of
Lease.





2.1            Initial
Term.     The term of this Lease for the Premises
shall be a period of five (5) years (hereinafter the "Initial Term") beginning
on the date (herein sometimes called the "Commencement Date") of substantial
completion of the Premises. Substantial completion shall be deemed to have
occurred thirty (30) days after the Premises may be occupied for the uses herein
provided as evidenced by a Certificate of Occupancy issued by the applicable
municipal authority or, in the absence of such Certificate, as determined by
Landlord's Architect. Landlord and Tenant shall sign a written statement in the
form of Exhibit "B" hereto setting forth the Commencement Date and termination
date of the Initial Term. In the event that either Landlord or Tenant causes any
delay in the substantial completion of the Premises so that the Premises are
substantially completed on a date later than when it would have been
substantially completed, but for such delay, then the Commencement Date shall be
deemed to have occurred on the date when the Premises would have been
substantially completed but for such delay. In the event that substantial
completion of the Premises is delayed because of late delivery of fixtures,
equipment or other materials necessary to complete the Premises to comply with
Tenant's requirements, then the Commencement Date shall be deemed to have
occurred on the date when the Premises would have been substantially completed
but for such late delivery. Landlord and Tenant agree that Landlord shall use
its best efforts to cause the leased premises to be delivered to Tenant for
commencement of fit-out no later than November 1, 2003. In the event that
Landlord delays delivery of the Premises to Tenant for fit-out beyond such date,
Tenant shall receive a rental credit equal to one hundred (100%) percent of the
monthly installment of Rent for each month or portion thereof of such
delay.





2.2           Option
Term.     Tenant shall have the right
or option to lease the Premises for four additional terms (hereinafter sometimes
called the "Option Term") of five (5) years each for a total of twenty (20)
years following the termination of the Initial Term. Such options shall
be exercised by Tenant sending written notice to Landlord of its intention to
exercise this option at least six (6) months prior to the expiration of the
Initial Term and each subsequent term, time being of the essence. Tenant's right
to extend the term for each Option Term shall automatically be extinguished as
if it had never existed if Tenant fails to exercise its option in the required
manner within the required period of time. If Tenant shall duly exercise its
right or option to lease the Premises for such Option Terms, all terms and
conditions herein shall remain the same, except that (i) Tenant shall have no
further right to extend the term of this Lease; and (ii) the Base Rent
(hereinafter defined) at the commencement of such Option Term shall be adjusted
to Fair Market Value as provided in Paragraph 3.3





2.3           Additional
Term.     Upon the termination of the Initial Term if
the options under Paragraph 2.2 are not exercised, or upon the expiration of the
Option Terms, this lease shall continue upon the same terms and conditions for a
further period of one (1) year and so on from year to year unless or until
terminated by either Landlord or Tenant giving to other party written notice of
termination at least ninety (90) days prior to the expiration of the then
current term; provided, however, that upon the commencement of the Additional
Term and upon each annual anniversary thereof, the Base Rent (as hereinafter
defined) shall be adjusted to Fair Market Value as provided in Paragraph
3.3.


Page
2


Village
Corner EMBASSY Lease 022503








3.               
Rent.





3.1        Base
Rent.      For the Initial Term of this Lease,
Tenant shall pay to Landlord an annual base rental of





SEVENTY-SEVEN THOUSAND FIFTY-SIX and
00/100 ($77,056.00) Dollars per year





(equal to
$21.50 per rentable sq. ft. per year) payable in advance, in equal monthly
installments of





SIX
THOUSAND FOUR HUNDRED TWENTY-ONE and 33/100 ($6,421.33)
Dollars,





on or
before the first day of each month (such annual amount is hereinafter sometimes
called "Base Rent"). On the second anniversary of
the Commencement Date and annually thereafter, as of the anniversary of
the Commencement Date, the Base Rent shall be adjusted to Fair Market Value as
provided in Paragraph 3.3.





3.2       Payment of
Rent.     Both Base Rent and Additional Rent (as
defined in Paragraph 3.4) shall be payable without demand, setoff or deduction
whatsoever except as may be specifically provided in this Lease. Rent shall be
payable at such place as Landlord may from time to time designate. In the event
that this Lease commences or expires in the middle of a month, rental for the
portion of such month shall be prorated, and payable in
advance.





3.3       Adjustment to Fair Market
Value.    Whenever this Lease calls for adjustment of the
Base Rent to Fair Market Value, the same shall be accomplished by multiplying
the Base Rent installment for the month immediately preceding the adjustment
date by twelve (12) (the "Product") and then by adding thereto a sum equal to
the Product multiplied by the cumulative rate of change (expressed as a
percentage) in the Consumer Price Index, Northeast Pennsylvania B/C from the
last adjustment date to arrive at the annual Base Rent for the succeeding
period.





3.4       Additional
Rent.     Tenant shall pay to Landlord, in addition
to the Base Rent specified hereinabove, from the Commencement Date and
continuing through the term of this Lease and any renewal terms hereof, as
Additional Rent,





TEN
THOUSAND SEVEN HUNDRED FIFTY-TWO and 00/100 ($10,752.00)
Dollars





(equal to
$3.00 per rentable sq.
ft. per year) payable in advance, in equal monthly installments
of





EIGHT
HUNDRED NINETY-SIX and 00/100 ($896.00) Dollars





representing
ELEVEN percent (11%) of Landlord's total projected operating
expenses.





For the
initial twelve (12) months of the term of this Lease, Landlord's operating
expenses shall be fixed at $3.00 per rentable sq. ft.





The total
of the base rent plus additional rent shall be:


EIGHTY-SEVEN  THOUSAND  EIGHT  HUNDRED   SEVEN   and  96/100   ($87,807.96)  Dollars
annually or





SEVEN THOUSAND THREE HUNDRED
SEVENTEEN and 33/100 ($7,317.33) Dollars monthly for the first
year.


As used
in this Lease, the term operating expenses shall mean the reasonable costs
incurred by Landlord in the management, operation and maintenance of the
Building and its common areas, including, but not limited to, the cost of
maintenance, real property taxes and assessments, common area utilities,
non-hazardous waste removal, supplies, ground usage, property management and
fire, casualty and liability insurance. Operating expenses shall not include
depreciation, interest on and amortization of debt, repairs, alterations, or
additions that under generally accepted accounting principles are properly
classified as capital expenditures, or costs incurred in the solicitation or
execution of leases.





A copy of the calculated
operating expenses will be provided upon written
request.


Page
3


Village
Comer EMBASSY Lease 022503








3.5        Changes in Operating
Expenses.     If Landlord's operating expenses during
the first twelve (12) months of the Term or such portion thereof as shall end on
June 30 of the following year, exceed the sum fixed hereinabove in Paragraph
3.4, Landlord shall so notify Tenant by September 30 of the second year of the
Term, and commencing on October 1 of the second year of the Term, Tenant shall
pay to Landlord in the following nine (9) month period Tenant's percentage share
of the increased operating expenses in nine (9) equal monthly
installments.





If
Landlord's operating expenses during the first twelve (12) months of the Term or
such portion thereof as shall end on June 30 of the second year, are less than
the sum fixed hereinabove in Paragraph 3.4, Landlord shall so notify Tenant by
September 30 of the second year of the Term, and commencing October 1 of each
year Tenant receive a credit in the following nine (9) month period Tenant's
percentage share of the decreased operating expenses in nine (9) equal monthly
installments.





Thereafter,
from year (commencing July 1) to year (ending June 30) during the Term, Landlord
shall calculate its annual operating expenses and deliver to Tenant Landlord's
statement showing its operating expenses, any increase or decrease in which
shall be collected from or credited to Tenant by Landlord in the same manner as
stated herein following the initial twelve (12) months of the Term or such
portion as shall end on June 30.





3.6       Tenants Space
Ratio.     The percentage specified in Paragraph 3.4
of this Lease is that percentage determined by dividing the square footage of
the Premises, as the numerator, by the total square footage of the Building less
the common areas, as the denominator, as set forth in Exhibit "A" attached
hereto. In the event that the completed Building, Premises or common areas
contain different square footage than that set forth in the attached Exhibit,
then Tenant's Space Ratio, and the corresponding percentage, shall be
recalculated based upon the actual as built conditions.





3.7       Utilities.    
Landlord and Tenant agree that separate utility metering for any and all
utilities will be installed for the Premises. Tenant shall pay directly to the
appropriate utility company or authority all utility charges and fees for
utilities used of consumed in, on or at the Premises which are separately
metered. Tenant shall indemnify and save and hold Landlord harmless from and
against all fees, charges, expenses, penalties, interest and other charges with
respect to utility service which is separately metered and provided directly to
the Premises. If requested, Tenant shall furnish to Landlord, within ten (10)
days after the date any amount is payable by Tenant directly to a utility
supplier proof of payment satisfactory to Landlord.





3.8       Interest.     
Tenant shall pay as additional rent without demand and without setoff all sums
of money or charges required to be paid by Tenant under this Lease, whether or
not the same be designated rent. If such amounts or charges are not paid at the
time provided in this Lease, they shall nevertheless if not paid when due, be
collectible as additional rent with the next installment of the rent thereafter
falling due hereunder and shall bear interest from the due date thereof to the
date of payment at the rate of fifteen (15%) percent per annum. Nothing in this
Paragraph 3.8 shall prevent or hinder or delay Landlord from pursuing any remedy
which may be available at law or in equity or pursuant to the terms of this
Lease by reason of such failure by Tenant to pay sums when
due.





3.9        Security
Deposit.     In lieu of a Security
Deposit, Tenant shall pay the first month's rentupon the signing of this
lease as a good faith deposit for the full and faithful performance by Tenant of
the terms and conditions of this Lease. Tenant waives any requirement
that such payment be held in any escrow account or in any other way segregated
from Landlord's other funds. Tenant further waives any requirement that such
payment be held in any interest bearing account.


Landlord
may apply all or any part of the deposit required to cure any default of Tenant
under the terms and conditions of this Lease. In the event of such application,
Tenant must deposit with the Landlord the amount applied to cure its default
immediately on notice from Landlord of the nature and amount of the
application.


If
Landlord transfers its interest in the Lease, it may do either of the following:
(1) return the deposit to Tenant, without interest, any deductions made and not
replaced by Tenant; or (2) transfer the deposit, without interest, minus any
deductions made and not replaced by Tenant, to Landlord's successor in interest.
In the event Landlord transfers all or any portion of the deposit under this
Paragraph, upon such transfer Landlord shall be relieved of all obligations with
regard to the deposit, and all of rights and obligations regarding such good
faith deposit shall accrue to the transferee. Landlord shall give Tenant notice
of any such transfer, including the name and address of the transferee and the
amount transferred.





4.               
Casualty
Loss.





4.1        Total
Destruction     If the Premises or the Building are
totally destroyed by fire, flood or other casualty, or if the Building or Leased
Premises should be so damaged by such cause that the rebuilding or repairs
cannot, in Landlord's reasonable judgment, be completed within ninety (90)
working days and at a cost not to exceed One Hundred Fifty and no/00 ($150.00)
Dollars per rentable sq. ft. excluding Tenant's finishes, Landlord shall give
written notice of such determination to Tenant and this Lease shall terminate,
and rent be abated for the unexpired portion of the Lease, effective as of the date of
determination.


Page
4


Village
Comer EMBASSY Lease 022503








4.2            Partial
Destruction     If the Premises are damaged by fire,
flood or other casualty, but not
to such an extent that rebuilding or repairs cannot reasonably be completed
within ninety (90) working days at a cost not to exceed One Hundred Fifty and
no/00 ($150.00) Dollars per rentable sq. ft. excluding Tenant's finishes, this
Lease shall not be terminated, but Base and Additional Rent shall be abated pro
rata for the number of days during which Tenant is reasonably unable to utilize
the Premises for its intended purposes.





5.              
Insurance.





Landlord
shall maintain and keep in effect throughout the term of this Lease a liability
insurance policy with a minimum combined single limit of not less than One
Million and no/100 ($1,000,000.00) Dollars for personal injury and property
damage, and shall purchase casualty insurance for not less than the full
replacement cost of the Premises other than the Tenant's interior finish
improvements. Such casualty policy shall satisfy all coinsurance requirements of
the policy and may contain a commercially reasonable deductible and shall be
included in Landlord's policy for the Building. Tenant, at Tenant's sole cost
and expense, shall maintain and keep in effect throughout the term of this Lease
(1) a premises general liability insurance policy with a minimum combined single
limit of not less than One Million and no/100 ($1,000,000.00) Dollars, for
personal injury and property damage, and (2) broad form casualty insurance for
the full replacement cost of Tenant's interior finish improvements. In the event
of an insured casualty loss of the Building, at Landlord's option, this Lease
shall be terminated in its entirety. In the event of a casualty loss of less
than all of the Building, the insurance proceeds shall be applied at Landlord's
option to repair or replace the damage and, if applicable, in accordance with
the provisions of Landlord's financing documents to which this Lease is
subordinate. The aforementioned policies of insurance shall name as the insured
Landlord and Tenant as their interests may appear, and shall contain standard
mortgagee endorsements for any holders of mortgage(s) on the Premises. In the
event of a loss due to any casualty or peril for which Landlord or Tenant has
agreed to provide insurance, each party shall look solely to its insurance
(including policies maintained by the other party where the damaged party is
named as the additional insured) for recovery. To the extent permissible by
their insurers, Landlord and Tenant hereby grant to each other, on behalf of an
insurer providing insurance to either of them with respect to the Premises, the
improvements thereon and the equipment, a waiver of any right of subrogation
which any insurer of one party may acquire against the other by virtue of the
payment of any loss under such insurance. Landlord and Tenant agree to furnish
each other suitable evidence by certificate or copies of such insurance policies
indicating that such insurance is in force and includes, if available, the
above-described waiver of subrogation and other clauses.





6.              
 Maintenance of
Premises.





6.1        Tenant's
Obligation.      Throughout the term of this
Lease, Tenant shall, at its sole cost and expense, make all necessary repairs,
maintenance, and replacements to keep the Premises in good order and repair,
including all floor and wall coverings, all doors, the ceiling system, all light
fixtures and bulbs, reasonable wear and tear alone excepted. Tenant shall not be
obligated to maintain, repair or replace portions of the building systems which
also service other tenants or which also service common areas. Tenant shall, at
its sole cost and expense, make all necessary repairs, replacements and
maintenance the need for which is caused by or results from the acts or
negligence of Tenant or Tenant's employees, agents, contractors, subtenants or
invitees. The quality of all work performed by or on behalf of Tenant, and the
quality of all materials furnished, by or on behalf of Tenant, shall be of a
quality at least equal to the quality of the original construction. Tenant shall
periodically maintain the Premises, as needed, so that the appearance of the
Premises is at all times at least consistent with the prevailing quality of the
appearance of similar first class buildings in the Lehigh
Valley.





6.2        Landlord's
Obligation.     Landlord shall be responsible for all
repairs and maintenance which are not the express responsibility of Tenant as
provided above, including, but not limited to the roof, exterior walls,
foundation, building systems not serving solely the Premises, roof-mounted air
conditioning units not serving solely the Premises, elevators, exterior windows
and common areas.





6.3       Surrender.     
Upon the termination of this Lease, whenever occurring or howsoever caused, Tenant
shall surrender the Premises and all improvements and replacements constructed
or placed thereon, broom clean, in good condition and repair, and in the same
condition, maintenance and repair as Tenant has agreed in Paragraph 6.1 above,
reasonable wear and tear excepted. Provided that Tenant is not in default
hereunder at the termination of this Lease, Tenant may, at Tenant's sole cost
and expense, remove from the Premises Tenant's equipment and Tenant's trade
fixtures not attached to the Premises in any manner. Tenant, at Tenant's sole
cost and expense shall repair any damage caused by such removal. Tenant's
removal of the foregoing items and repair of any damage caused thereby shall be
effectuated during the week immediately prior to the termination of this Lease.
Tenant shall comply with all laws, rules, ordinances and directives applicable
to all work performed by Tenant or on Tenant's behalf.


Page
5


Village
Comer EMBASSY Lease 022503








6.4        Improvements.     Tenant
shall have the right to make and install such improvements, additions, fixtures,
equipment, and installations in the Premises as Tenant shall desire, subject to
Landlord's prior written consent, which consent shall not be unreasonably
withheld. Tenant shall comply with all laws, rules, ordinances and directives
applicable to all work performed by Tenant or on Tenant's behalf. Tenant shall
obtain all required permits and approvals with respect to all such work, Tenant
shall not commence any such work unless and until Tenant has complied with all
of Landlord's requirements with respect thereto, including, without limitation,
requirements for insurance, mechanics lien waivers, approval of contractors and
subcontractors and approval of plans and specifications. All improvements,
additions, fixtures, and installations, other than movable equipment, including
without limitation, items which are an integral part of the Building or a
building system (such as fixtures, plumbing, and telephone, electrical and other
utility lines) shall be the property of the Landlord on termination of the Lease
and may not be removed by Tenant. However, it is understood
that the vault placed in this location may be removed at tenant's expense or, in
the alternative, may remain on the premises at the termination of the lease
providing that it will be the responsibility and the expense of Tenant to
restore the vacated area to Landlord's satisfaction. Tenant may also remove
certain other improvements attached to the Premises provided they can be removed
without causing material damage and under the same terms of the preceding
sentence.





7.               
Signs.





Tenant
shall not place or allow to be placed any stand, booth, sign or show case upon
the doorsteps, vestibules or outside walls or pavements of the Premises, the
Building or any common areas of the Building, or paint, place, erect or cause to
be painted, placed or erected any sign, projection or devise on or in any part
of the Premises, the Building or any common areas of the Building, except as
provided for herein.





Tenant
shall be permitted a sign on the exterior pole signboard. The size and design of
such sign shall be approved by Landlord, in writing, prior to installation.
Tenant shall be solely responsible, at Tenant's sole cost and expense, for the
cost of Tenant's sign, including, but not limited to, design, construction, and
installation.





Tenant
shall be responsible, at Tenant's sole cost and expense, for the identification
lettering of Tenant's Premises, which lettering shall be approved by Landlord,
in writing, prior to installation. Tenant shall, at Tenant's sole cost and
expense, insert a sign or other identifier on the exterior of the Building
designating Tenant's use of the Premises, subject to approval, in writing, prior
to installation, by Landlord.





Tenant
shall remove any sign, projection or device painted, placed or erected, if
permission has been granted and restore the walls, etc., to their former
conditions, at or prior to the expiration of this lease.





In case
of the breach of this covenant (in addition to all other remedies given to
Landlord in case of the breach of any conditions or covenants of this lease)
Landlord shall have the privilege of removing said stand, booth sign, showcase,
projection or device, and restoring said walls, etc., to their former condition,
and Tenant, at Landlord's option, shall be liable to Landlord for any and all
expenses so incurred by Landlord.





8.               
Rules and Regulations;
Parking.





8.1        Rules and
Regulations.     Landlord shall have the right from
time to time to promulgate, adopt, amend, supplement, and modify rules and
regulations applicable to (i) the Building; (ii) each demised space therein;
(iii) the parking areas which are made available to the Building; (iv) the
common area within the Building; and (v) all other areas which in any way affect
the Building or its use or operation.. Tenant agrees to abide by, and comply
with, all of the terms and provisions of the rules and regulations in effect
from time to time as if such rules and regulations were specifically set forth
in this Lease. Landlord agrees that all rules and regulations shall, to the
extent practicable, apply uniformly to all building tenants.





8.2        Parking.    
Landlord confirms that the successful operation of the Building is dependent
upon sufficient accessible parking being available to customers, clients,
patients, tenants in the Building, and their employees. Therefore, Landlord
agrees that all tenants and their employees may park their vehicles in those
portions of the parking lot constructed by Landlord. However, all tenants and
their employees shall park their vehicles only in those portions of the parking
lot constructed by Landlord designated by Landlord for tenant and employee
parking. To enable this provision to be enforced, Tenant shall furnish Landlord,
upon demand from time to time, with the state automobile license number assigned
to the vehicles utilized by Tenant and its employees who work in the Premises.
Tenant shall be responsible for compliance with this provision and shall require
its employees to comply with it. Three (3) parking spaces in
front of the building shall be allocated and designated for Embassy Bank's use
only.   There is ample parking on the west side of the building
for bank use.   Landlord may modify, amend, suspend, or
otherwise change this Paragraph 8.2 by exercising from time to time its rights
pursuant to Paragraph 8.1.


Page
6


Village
Comer EMBASSY Lease 022503








9.               
Trash Removal and
Landlord's Services.





Except as
specifically set forth in this Lease, Landlord shall not be obligated to supply
or provide any services to Tenant or to the Premises. Landlord's system for the
removal of trash from the Premises shall be for the removal of normal office
trash such as papers and cups and shall not be for the removal of any items
(hereinafter called Special Items) which, by law, require special handling or
special disposal such as, by example only, radioactive material, explosive
material, toxins or human parts. Tenant shall remove and dispose of all Special
Items, as its sole cost and expense in accordance with all applicable laws,
ordinances, rules and regulations.





10.             
Compliance with Laws
and Governmental Regulations.


10.1     Governmental
Rules.     Tenant shall throughout the term of this
Lease, at its sole expense, promptly comply with all laws, ordinances, rules,
directives and regulations of all federal, state and municipal governments and
appropriate departments, commissions, boards and offices thereof, and the orders
and regulations of the National Board of Fire Underwriters, or any other body
now or hereafter exercising similar functions, which may be applicable to the
Premises, Tenant, or the use thereto by Tenant.





10.2      Permits.  Tenant
at its sole cost and expense, shall obtain all permits and authorizations
required for Tenant's activities in the Building. In the event any occupant of
the Premises desires to provide services therein to customers, clients, patients
or others which cannot be legally provided therein unless Building itself has
certain licenses, certificates, and facilities, then such services shall not be
provided unless the Building has all such required certificates, licenses, and
facilities. Landlord is not required to obtain any such certificates, licenses
or facilities other than the customary Certificates of Occupancy for the
Building.





10.3      Safety.    
Tenant shall conduct all of its activities in the Premises in a safe manner so
as not to create any risks to the Building or any occupant or invitee of the
Building. At Tenant's expense, Tenant shall cause the Premises to contain all
necessary safety features for the activities conducted therein such as, by
example only, lead shielded walls if Tenant uses X-ray
equipment.





10.4      Insurance
Reimbursement.     Without in any way relieving
Tenant of any obligations imposed
by Paragraph 10.1 above, Tenant shall promptly reimburse Landlord upon demand,
if anything, done or not done in the Premises causes an increase in the cost to
Landlord for any insurance carried by Landlord.





11.             
Assignments and
Subletting.





Tenant
shall have the right to sublet the Premises on such terms and to such parties
(subject to the use restrictions set forth in Paragraph 1 above and all other
terms and conditions hereof) with the prior written consent of Landlord which
shall not be unreasonably withheld. No sublease shall in any manner relieve or
release Tenant from its obligations as Tenant under this lease. Tenant shall not
under any circumstances have the right to mortgage, pledge or hypothecate this
Lease. All subleases shall be in writing on a form approved by Landlord in
writing in advance. No sublease shall be effective unless and until all
requirements of Landlord have been satisfied.





12.              
Mechanics
Liens.





Tenant
shall not cause or permit to be created, remain, and shall discharge any lien,
encumbrance or charge which might be or become a lien or encumbrance upon the
Building, the Premises or any part thereof or the income therefrom, including,
without limitation, any mechanics, laborers or materialmans lien or
charge.





13.              
Subordination;
Non-Disturbance.





This
Lease shall be subject and subordinate at all times to the lien of any
mortgages, security interests and other encumbrances now or hereafter placed
upon the Building or any part thereof and to all renewals, modifications,
amendments, consolidations, replacements and extensions thereof. Tenant shall
promptly execute and deliver in recordable form any instruments which may be
reasonably required by Landlord in confirmation of such subordination upon
Landlord's request. Tenant shall attorn to and recognize the holder of any
mortgage(s) or any purchaser at a foreclosure sale under any mortgage(s) or any
transferee who acquires the Building by deed in lieu of foreclosure, and the
successors and assigns of such purchasers, as Landlord for the unexpired balance
(and any extensions, if exercised) of the term of this Lease upon the same terms
and conditions set forth herein. In the event Landlord subjects the Building to
any mortgage or other financing, Landlord shall use its best efforts to assure
that this Lease shall be superior to the lien of any or all such mortgages or
financing or any part thereof and to all renewals, modifications, amendments,
consolidations, replacements and extensions thereof.


Page
7


Village
Corner EMBASSY Lease 022503





Any and all
Subordinatioiifs) signed by Embassy Bank in favor of any mortgagee of the
Landlord will provide that the
mortgagee(s) be subject to Tenant's non-disturbance rights, as set forth in
paragraph 1.3 of this lease.





14.              
Public
Taking.





If the
Building becomes the subject of condemnation, an eminent domain proceeding or a
like court proceeding which materially affects the conduct of Tenant's business
in the Premises, Landlord or Tenant may terminate this Lease upon written notice
to the other party delivered within ninety (90) days of the date title vests in
the condemner. All compensation or damages awarded or paid upon the total,
partial or temporary taking of the Building shall be the property of Landlord;
provided, however, that nothing herein contained shall be construed to preclude
Tenant from prosecuting any claim directly against the condemning authority for
business dislocation damages, moving expenses, removal expenses, and
depreciation to, damage to or cost of the removal of, transportation of and
reinstallation of the removable stock, goods, fixtures, furniture, machinery,
equipment and other personal property of the Tenant or any other damages which
are payable to tenants under the provision of the Eminent Domain Code of
Pennsylvania and under any other applicable law, provided, in each instance,
that any sums awarded to Tenant do not in any way diminish or otherwise
adversely affect the amount of any award(s) which may be payable to Landlord.
Tenant shall not be precluded from prosecuting any other claim directly against
the condemning authority in such condemnation proceedings or otherwise for any
damages allowed to Tenant by law if such claim shall not diminish or otherwise
adversely affect Landlord's award. If the condemnation shall result in the
taking of only a portion of the Building and shall not materially adversely
affect the conduct of Tenant's business in the Premises, this Lease and Tenant's
obligations hereunder, including, without limitation, the payment in full of all
Base Rent and Additional Rent, shall continue in full force and
effect.





15.              
Indemnification.





Tenant
shall indemnify and save harmless Landlord from and against any and all claims
arising from the occupancy, conduct, operation or management of the Premises or
from any work or thing whatsoever done or which was not done in or on the
Premises, or arising from any breach or default on the part of the Tenant in the
performance of any covenant or agreement on the part of Tenant to be performed
pursuant to the terms of this Lease, or under the law, or arising from any act,
neglect or negligence of Tenant, or any of its agents, contractors, servants,
employees, or licensees, or arising from any accident, injury or damage
whatsoever occurring during the term of this Lease, in or about the Premises,
and from and against all costs, expenses and liabilities incurred in connection
with any such claim or action or proceeding brought thereon (including without
limitation the fees of attorneys, investigators and experts); and in case any
action or proceeding be brought against Landlord by reason of any such claim,
Tenant upon notice from Landlord covenants at Tenant's cost and expense to
resist or defend such action or proceeding or to cause it to be resisted or
defended by an insurer.





The indemnification of the
Landlord will not apply to the Landlord's own
negligence or willful acts.





16.             
Default by Tenant;
Termination and Entry; Distraint.





16.1      Default.    
In the event Tenant shall at any time be in default in the payment of rent
herein


reserved,
or of any other sum required to be paid by Tenant under this Lease, or in the
performance of or compliance with any of the terms, covenants, conditions or
provisions of this Lease, or compliance with any rule or regulation promulgated
by Landlord, or if Tenant shall file a petition for relief under the federal
Bankruptcy Code or shall have filed against it a petition in bankruptcy or
insolvency which is not discharged within forty-five (45) days of filing, or
Tenant shall make an assignment for the benefit of creditors or shall file any
proceedings for reorganization or an arrangement under any federal or state law,
or if any proceedings for the appointment of a receiver shall be instituted by
any creditor of Tenant under any state or federal law which is not discharged
within forty-five (45) days of filing, or if Tenant is levied upon and is about
to be sold out upon the Premises under execution or other legal process, or if
the Premises shall be deserted abandoned or vacated, or if Tenant fails to
continuously conduct its business activities in the Premises, the occurrence of
any such event shall constitute an event of default and a breach under this
Lease. 16.2 Termination and
Entry. Upon the occurrence of any event of default or breach of this
Lease, Tenant shall receive written notice thereof and shall have a period of
five (5) days, in the case of a monetary default, or thirty (30) days, in the
case of a nonmonetary default, within which to cure said default or, only in the
case of a nonmonetary default, have thirty (30) days to notify Landlord that it
is proceeding in good faith to cure said default or breach. In the event that
Tenant has failed within said period to cure the default or breach, or provide
the notice aforesaid, then in addition to any other rights or remedies Landlord
may have under this Lease or at law or in equity, Landlord shall have the right
to terminate this Lease and the term hereby created without any right on the
part of Tenant to waive the forfeiture by payment of any sum due or by other
performance of any condition, term or covenant broken. In such event Landlord
shall have the right to re-enter or repossess the Premises, either by force,
summary proceedings, surrender or otherwise, and dispossess and remove therefrom
the Tenant, and any other occupants thereof, and their effects, without being
liable for any prosecution therefore. Landlord may store such effects at
Tenant's expense and/or dispose of all or any of them at any time(s) without
being liable to Tenant in any manner. In such event Landlord may, at its option,
relet the Premises or any part thereof for such term as Landlord desires and in
such event Tenant shall be liable for and shall pay to Landlord, as and for
liquidated and agreed current damages for Tenant's default, all rent then due
and the rent for the unexpired balance of the lease term less the net proceeds
of any reletting after deduction of all Landlord's expenses in connection with
such reletting, including, without limitation all repossession costs, brokerage
commissions, legal expenses, attorneys fees, and costs of alterations. Such
reletting and liquidation damages shall not apply if the lessee pursuant to such
reletting defaults. Notwithstanding the foregoing, upon default hereunder the
balance of the rent unpaid for the remainder of the term of this Lease, together
with all other charges, payments, costs and expenses herein agreed to be paid by
Tenant, and all costs and reasonable attorneys fees of Landlord (whether
internal or external) incurred and likely to be incurred in connection with any
default or the collection of sums due from Tenant hereunder, shall become
immediately due and payable without any notice or demand whatsoever by Landlord
and may be collected by distraint or any other means. It is agreed that the
Landlord will exercise reasonable efforts to mitigate its
damages.


Page
8


Village
Comer EMBASSY Lease 022503








16.3      U.C.C.
Rights.      Upon default by Tenant, Landlord
shall have and may exercise any of or all of the rights and remedies provided to
a secured party under the Uniform Commercial Code then in force in Pennsylvania
provided, however, that upon request of Tenant, Landlord shall execute a waiver
of its lien as to leased or financed equipment or fixtures in favor of any bank,
leasing company or other lender providing financing for
Tenant.





16.4      Assignee's
Rights.      The right by Landlord to exercise
any and all rights upon a default may also be exercised by any assignee of this
Lease or of Landlord's right, title and interest in this Lease in the name of
the Landlord or in the name of such assignee. Landlord and Tenant acknowledge
Landlord's right to assign its rights in this Lease and Tenant hereby consents
to such assignment and upon written notice from Landlord and an assignee agrees
to make any and all payments hereunder directly to said
assignee.





16.5      Non-exclusivity.    
No right or remedy herein conferred upon or reserved to Landlord is intended to
be exclusive of any other right or remedy herein or by law provided but each
shall be cumulative and in addition to every other right or remedy given herein
or now or hereafter existing at law or in equity by statute.





16.6     Waiver. No waiver by
Landlord of any breach by Tenant of any of Tenant's obligations, agreements or
covenants herein shall be a waiver of any subsequent breach or of any
obligation, agreement or covenant, nor shall any forbearance by Landlord to seek
a remedy for any breach by Tenant be a waiver by Landlord of any rights and
remedies with respect to such breach or default or with respect to any other
breach or default.





16.7      Cure by
Landlord.     If Tenant shall be in default
hereunder, Landlord may, but shall not be


obligated
to, in addition to any other rights which Landlord may have, cure such default
on behalf of Tenant. In such event Tenant shall reimburse Landlord upon demand
for any sums paid or costs incurred by Landlord in curing such default,
including an administration fee of fifteen percent (15%) per annum of all sums
advanced by Landlord as aforesaid, which sums, costs and fee shall be deemed
Additional Rent payable hereunder.





17.             
Notices.





Notices
required or provided for in the Lease Agreement shall be given in writing by
personal hand delivery or United States certified mail, postage prepaid,
addressed as follows:





To
      Landlord at:
              Vincent
      A. Palumbo, Manager


Village
Corner, LLC


1612 W.
Allen Street 2nd floor


Allentown,
PA, 18102


With a
Simultaneous


Copy
      to:
              Charles
      E. Shoemaker, Jr., Esquire


727-729
North 19th Street


Allentown,
PA,   18104





To
      Tenant at:
              Embassy
      Bank


P.O. Box
20405


LenighValley, PA,
18002-0405


Attn.
David M. Lobach Jr.


Page
9


Village
Coiner EMBASSY Lease 022503





With a
Simultaneous


Copy
      to:
              Attorney
      Fred Jacobs


214 BushkillStreet


Easton





or to
such other address or persons as the parties may designate by notice in
accordance with this paragraph. Payments of rent hereunder shall be made to
Landlord at the address from time to time designated as aforesaid for the giving
of notice.





18.              Effect of
Agreement.





18.1      Construction.    
This Lease shall constitute the entire agreement of the parties and supersedes
all prior or contemporaneous agreements and understandings, and there are no
other terms and conditions other than those set forth herein. No covenant or
condition not expressed in this Lease shall be effective to interpret, change,
or restrict this Lease. No change, termination or attempted waiver of any of the
provisions of this Lease shall be binding on the parties unless in writing. The
rights, obligations, duties and agreements of the parties hereto shall inure to
and be binding on their respective heirs, administrators, executors, personal
representatives, successors and assigns, except as otherwise herein
provided.





Nothing
herein expressed or implied is intended or shall be construed to confer upon or
to give to any person or entity, other than the parties hereto, their respective
heirs, administrators, executors, personal representatives, successors and
assigns and their respective partners or shareholders, or any of them, any
rights or remedies under or by reason of this Lease.





18.2     Invalid
Provisions.      If any term, condition, clause
or provision of this Lease is determined to be invalid or unenforceable, then
all other terms, conditions, clauses or provisions herein set forth shall
nevertheless be valid and continue in full force and effect.





18.3     Applicable Law, Jurisdiction
and Venue. This Lease and the interpretation and construction thereof
shall be governed by the laws of the Commonwealth of Pennsylvania. This Lease
may not be recorded without the consent of Landlord and Tenant, and any such
recordation without written consent shall be of no effect and, if recorded by
Tenant, shall, at the option of Landlord, be an event of default hereunder by
Tenant.





The
parties hereto agree that the sole and exclusive jurisdiction and venue for and
with regard to the resolution of any and all disputes between the parties hereto
shall be vested in the Court of Common Pleas of Lehigh County,
Pennsylvania.





18.4      Headings.     
The headings and captions in this Lease shall be given no effect and are only
for convenience.





18.5     Pledge of
Lease.     Tenant shall not pledge its interest in
this Lease or grant any security interest in its interest in this Lease or
otherwise hypothecate this Lease. The immediately preceding sentence shall apply
in all events including, without limitation, in the event of any financing
obtained by Tenant involving the Premises or in the event of any loan
whatsoever.





IN WITNESS THEREOF, the
parties hereto have executed this Lease Agreement under seal the day andyear
first above written, intending to be legally bound thereby.








ATTEST:
                            
                            LANDLORD:/s/
      Mary Shelley
                            
                            /s/
      Vincent A. PalumboVillage
      Corner, LLCBy:
                            Vincent
      A. Palumbo, ManagerWITNESS:
                            
                            TENANT:/s/
      Elmer Gates
                            
                            /s/
      David M. Lobach Jr.Embassy
      BankBy:
                            David
      M. Lobach Jr.


Page
10


ADDENDUM


TO


LEASE
AGREEMENT


The
following shall be added and/or amended andmade part of the Lease
Agreement entered into between the undersigned parties on March
21, 2003, 2003.





Section 1.1    Leased
Premises     The following is to be added as the
second paragraph -"The
building and the leased premises shall be constructed in a good and workmanlike
manner and in conformity with the building plans and specifications which are
attached as Exhibit "C." The Landlord will correct or cause to be corrected any
defects in materials or workmanship provided a list of all such defects is given
to Landlord within ninety (90) days of Tenant's
occupancy."





Section 1.2    Use of
Premises     The following sentence shall be added at
the end of Section 1.2 - "No
suites or space In the Village Corner complex will be leased to or used by any
Tenant for the conduct of a check cashing or pay day loan business, pawn shop,
massage parlor, retailer of 'sexual aids' or similar type
businesses."





Section 1.4    Landlord's Right of
Entry     The first sentence is amended to
read"Landlord and its agents
and employees shall have the right to enter the Premises at all reasonable
times, and upon twenty-four (24) hours prior notice to Tenant, In order to
examine it, to show it to prospective purchasers, mortgagees or tenants, to make
repairs, alterations, Improvements or additions as Landlord may deem necessary
or desirable and for any other purpose whatsoever. However no 'for sale' or 'for
rent' signs shall be placed inside or on the
Premises."





Section 2.1    Initial
Term     The first and second sentences are replaced
by the following: The term of
this Lease for the Premises shall be a period of five (5) years (hereinafter the
"Initial Term") beginning on the date (herein sometimes called the "Commencement
Date") of substantial completion of the Premises or upon physical occupancy of
the Tenant whichever occurs first Substantial completion shall be deemed to have
occurred thirty (30) days after the Premises may be occupied for the uses herein
provided as evidenced by a Certificate of Occupancy issued by the applicable
municipal authority.





Section 3.1    Base
Rent     The last sentence of the first paragraph
shall be amended to read "Beginning with the twenty-fifth
(25th) month following the Commencement Date and annually thereafter, as of the
anniversary of the Commencement Date, the Base Rent shall be adjusted to Fair
Market Value as provided in Paragraph 3.3."




Page 1 of
3





Section 3.5   
Changes in Operating
Expenses. Insert the following statement between the first and second
paragraph of this section "Tenant will be given the opportunity
to review, obtain reasonable verification of and consult with the Landlord for
thirty (30) days after each September 30 concerning adjustments in Tenant's
percentage share of the increased operating expenses before the adjustments have
to be paid over the next nine months."





Section 3.9   
Security
Deposit.     This section is amended to read: "In lieu of a Security Deposit, Tenant
shall pay the first month's rent upon the signing of this lease as a good faith
deposit for the full and faithful performance by Tenant of the terms and
conditions of this Lease." The remainder of this section is
stricken.





Section
4.1   Casualty
Loss.    The wording 'effective as of the date of
determination' is changed
to read 'effective as
of the date of destruction'





Section 6.4    Improvements.    This   Section  shall  be   replaced  in  its  entirety  by  the following:
"Tenant shall have the right, at Tenant's expense, to make and install such
improvements, additions, fixtures, equipment, and installations in the Premises
as Tenant shall desire, subject to Landlord's prior written consent, which
consent shall not be unreasonably withheld. Tenant shall comply with all laws,
rules, ordinances and directives applicable to all work performed by Tenant or
on Tenant's behalf. Tenant shall obtain all required permits and approvals with
respect to all such work, Tenant shall not commence any such work unless and
until Tenant has complied with all of Landlord's requirements with respect
thereto, including, without limitation, requirements for insurance, mechanics
lien waivers, approval of contractors and subcontractors and approval of plans
and specifications. All improvements, additions, fixtures, and installations
(including the proposed canopy), other than movable equipment, including without
limitation, items which are an integral part of the Building or a building
system (such as fixtures, plumbing, and telephone, electrical and other utility
lines) shall be the property of the Landlord on termination of the Lease and may
not be removed by Tenant." However, it is understood that the vault, ATM
machines, night depositories, drive-thru equipment and other bank equipment
placed in this location may be removed at Tenant's expense or, in the
alternative, may remain on the premises at the termination of the lease
providing that it will be the responsibility and the expense of Tenant to
restore the vacated area to Landlord's satisfaction.





Section 10.2  Approvals       Insert
as 10.2.1 'Tenant's obligations under this Lease are conditioned upon the
approval of the Lease and the location of the premises by the Pennsylvania
Department of Banking and the FDIC for which Tenant shall diligently apply
following the signing hereof.   In the event such approvals
cannot be obtained, this Lease shall be void and all deposits and rentals
previously paid by Tenant shall be refunded without
offset."


Page 2 of
3




Section
16.1     Insolvency     Insert
as 16.1.1"Not withstanding any
other provisions contained in this Lease, in the event (a) Tenant or its
successors or assignees shall become insolvent or bankrupt, or their interests
under the Lease shall be levied upon or sold under execution or other legal
process, or (b) the depository institution then operating on the Premises is
closed, or is taken over by any depository institution supervisory authority
(hereinafter referred to as the "Authority"), Landlord may in either such event,
terminate this Lease only with the concurrence of any Receiver or Liquidator
appointed by such Authority; 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 rent to the date of termination."
 
 
 All other
terms and conditions of the Lease Agreement shall remain in full force and
effect.
 
 IN WITNESS THEREOF, the
parties hereto have executed this Addendum to Lease Agreement under seal the day
and year set forth below, intending to be legally bound
thereby.
 
 
 ATTEST:
                  
                  LANDLORD:Village
      Corner, LLC/s/
      Mary Shelley
                  
                  By:
                  /S/
      Vincent A. PalumboVincent
      A. Palumbo, Managing PartnerVillage
      Corner, LLCDate:
                  3-18
                  ,
      2003WITTNESS/ATTEST:
                  
                  TENANT;EMBASSY
      BANKBY:
                  /s/
      David M. Lobach Jr.TITLE:
                  CEODate:
                  3/21
                  ,
      2003
 Page 3 of 3