Exhibit
10.2


Revised
6/05/01
 
 
 
 GATEWAY
PLAZA
 
 STANDARD
FORM
 
 MULTI-TENANT
 
 LEASE
AGREEMENT
 
 
 TENANT:
EMBASSY BANK
 
 DATED:
June 11,
2001
  1
  TABLE  OF   CONTENTS
 
 1.
                  Premises,
      Parking and Common Areas2.
                  Term3.
                  Rent4.
                  Security
      Deposit5.
                  Use6.
                  Maintenance,
      Repairs, Alterations, and Common Area Services7.
                  Insurance;
      Indemnity8.
                  Damage
      or Destruction9.
                  Real
      Property Taxes10
                  Utilities11.
                  Assignment
      and Subletting12.
                  Default;
      Remedies13.
                  Condemnation14.
                  Estoppel
      Certificate15.
                  Landlord's
      Liability16.
                  Severability17.
                  Interest
      on Past Due Obligations18.
                  Time
      of Essence19.
                  Additional
      Rent20.
                  Incorporation
      of Prior Agreements; Amendments21.
                  Notices22.
                  Waivers23.
                  Recording24.
                  Holding
      Over25.
                  Cumulative
      Remedies26.
                  Covenants
      and Conditions27.
                  Binding
      Effect; Choice of Law28.
                  Subordination29.
                  Attorney's
      Fees30.
                  Landlord's
      Access31.
                  Auctions32.
                  Signs33.
                  Merger34.
                  Consents35.
                  Guarantor36.
                  Quiet
      Possession37.
                  Options38.
                  Security
      Measures39.
                  Easements40.
                  Performance
      Under Protest41.
                  Authority42.
                  Conflict43.
                  Landlord's
      Lien44.
                  Attorneys'
      Fees45.
                  No
      Implied Waiver46.
                  Exterior
      Signs47.
                  Force
      Majeure48.
                  Transfers
      by Landlord49.
                  Offer
  2


50.
                    Brokers51.
                    Consents52.
                    Addendum


Exhibits





“A”  OUTLINE
OF PREMISES


“B”  PLANS
AND SPECIFICATIONS


“C”  RENTAL
ESCALATION


“D”  ESTIMATED
OPERATING EXPENSES


3


LEASE
AGREEMENT


THIS
LEASE, made this 11th
day of June,
2001, by and between GATEWAY ASSOCIATES, LLC a Pennsylvania limited liability
company with its principal address at 54 South Commerce Way, Suite 175,
Bethlehem, Pennsylvania 18017 (hereinafter referred to as the "Landlord"); and
EMBASSY BANK, a Pennsylvania state bank with its principal office at Bethlehem,
Pennsylvania 18017 (hereinafter referred to as the "Tenant").


1.     
       PREMISES, PARKING AND COMMON
AREAS.


1.1           Premises. Landlord
hereby leases to Tenant and Tenant leases from Landlord for the term, at the
rental, and upon all of the terms and conditions set forth herein, a portion of
the real property situated at 10 0 Gateway Drive in Hanover Township,
Northampton County, Pennsylvania, which is described as the first floor and
drive-thru banking facility (hereinafter referred to as the "Premises") outlined
in Exhibit "A", which is attached hereto and made a part hereof, consisting of
7,827 square feet (including the drive-thru), of leasable area, including rights
to the Common Areas, as defined herein, but not including any rights to the roof
of the Premises. The Premises is a portion of the office building to be
constructed (hereinafter referred to as the "Building") at 10 0 Gateway Drive,
Hanover Township, Northampton County, Pennsylvania. The Premises, the Building,
the Common Areas, and the land upon which same are located, together with all
other improvements thereon are hereinafter collectively referred to as the
"Gateway Plaza".


1.1.1           Site Plan. Tenant
shall have the right to approve any changes to the Site Plan for the Building
and surrounding areas including the driveway entrances to the Building. If any
changes are made from the Site Plans previously provided to Tenant, Tenant shall
have the right to withdraw from this Lease and receive the return of the
Security Deposit.


1.2           Vehicle Parking.
Tenant shall be guaranteed forty (40) vehicle parking spaces, of which fifteen
(15) shall be reserved and the balance of which shall be unreserved and
unassigned on those portions of the Common Areas designated by Landlord for
parking. By separate letter agreement contemporaneous with the execution of this
Lease, Landlord and Tenant have agreed on the location of the 15 reserved
spaces. Tenant shall not use more parking spaces than said number. Said parking
spaces shall be used only for parking by vehicles no larger than full-size
passenger automobiles or pick-up trucks (hereinafter referred to as "Permitted
Size Vehicles"). Vehicles other than Permitted Size Vehicles are hereinafter
referred to as "Oversized Vehicles".


4


1.2.1.           Loading.  Tenant
shall not permit or allow any vehicles that belong to or are controlled by
Tenant, or Tenant's employees, suppliers, shippers, customers, or invitees to be
loaded, unloaded, or parked in areas other than those designated by Landlord for
such activities, except that Tenant's bank courrier may use the front entrance
for deliveries and pick-ups.


1.2.2.           Towing. Tenant
acknowledges and agrees that vehicles that are loaded, unloaded or parked in
areas other than designated areas may not only disturb the quiet possession of
other Tenants in the Gateway Plaza, but may also be dangerous and hazardous. If
Tenant permits or allows any of the prohibited activities described in Paragraph
1.2 of this Lease, then Landlord shall have the right, without notice, in
addition to such other rights and remedies that it may have to remove or tow
away the vehicle involved and charge the cost thereof to Tenant, which cost
shall be immediately payable upon demand by Landlord.


1.3           Common
Areas--Definition. The term "Common Areas" is defined as all areas and
facilities outside the Premises and within the exterior boundary line of the
Gateway Plaza that are provided and designated by the Landlord from time to time
for the general non-exclusive use of Landlord, Tenant, and other Tenants of the
Gateway Plaza and their respective employees, suppliers, shippers, customers and
invitees, including parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, walkways, parkways, driveways, mechanical rooms and
landscaped areas.


1.4           Common Areas--Tenant's
Rights.  Landlord hereby grants to Tenant, for the benefit of
Tenant and its employees, suppliers, shippers, customers, and invitees, during
the term of this Lease, the non-exclusive right to use, in common with others
entitled to such use, the Common Areas as they exist from time to time, subject
to any rights, powers, and privileges reserved by Landlord under the term hereof
or under the terms of any rules and regulations or restrictions governing the
use of the Gateway Plaza.  Under no circumstances shall the right
herein granted to use the Common Areas be deemed to include the right to store
any property, temporarily or permanently, in the Common Areas.  Any
such storage shall be permitted only by the prior written consent of Landlord or
Landlord's designated agent, which consent may be revoked at any
time.  In the event that any unauthorized storage shall occur, then
Landlord shall have the right, without notice in addition to such other rights
and remedies that it may have to remove the property and charge the cost to
Tenant, which cost shall be immediately payable upon demand by
Landlord.


1.5           Common Areas--Rules and
Regulations. Landlord or such other person(s) as Landlord may appoint
shall have the exclusive control and management of the Common Areas and shall
have the right, from time to time, to establish, modify, amend and enforce
reasonable rules and regulations with respect thereto. Tenant agrees to abide by
and conform to all such rules and regulations and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and
conform.  Landlord shall not be responsible to Tenant for the
non-compliance with said rules and regulations by other Tenants of the Gateway
Plaza, but shall make reasonable efforts to enforce such
rules.


5


1.6           Common Areas-
-Chancres. Landlord shall have the right, in Landlord's sole discretion,
from time to time: (a) To make changes in the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas,  loading and unloading
areas,  ingress, egress, direction of traffic, landscaped areas and
walkways; (b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available; (c) To
use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Gateway Plaza, or any portion thereof;  (d) To do
and perform such other acts and make such other changes in, to or with respect
to the Common Areas and Gateway Plaza as Landlord may, in the exercise of sound
business judgment,  deem to be appropriate,  provided that
any changes described in (a) ,  (b) , or (d) above do not interfere
with or materially adversely affect Tenant's use of the Premises as banking
offices or the use of the drive-thru by Tenant's customers.


1.6.1        No Reduction.
Landlord shall at all times provide the parking facilities required by
applicable law and in no event shall the number of parking spaces that Tenant is
entitled to under Paragraph 1.2 be reduced.


2.     
       TERM.


2.1.           Term. The term of
this Lease shall be for ten (10) years commencing on March 1, 2002 (hereinafter
referred to as the "Commencement Date"), and ending on February 28, 2012
(hereinafter referred to as the "Termination Date"), unless sooner terminated
pursuant to any provision hereof.


2.2.           Delay in Possession.
Notwithstanding said Commencement Date, if for any reason Landlord cannot
deliver possession of the Premises to Tenant on said Commencement Date, Landlord
shall not be subject to any liability therefore, nor shall such failure affect
the validity of this Lease or the obligations of Tenant hereunder or extend the
term hereof, but in such case, Tenant shall not be obligated to pay rent or
perform any other obligations of Tenant under the terms of this Lease, except as
may be otherwise provided in this Lease, until possession of the Premises is
tendered to Tenant; provided, however, that if Landlord shall not have delivered
possession of the Premises within ninety (90) days from said Commencement Date,
Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10)
days of the expiration of the ninety (90) day period, cancel this Lease, in
which event the parties shall be discharged from all  obligations
hereunder; provided further, however, that if such written notice of Tenant is
not received by Landlord within said ten (10) day period, Tenant's right to
cancel this Lease hereunder shall terminate and be of no further force or
effect, and in such event Tenant shall be entitled to occupy Tenant's temporary
offices in the Hampton Inn & Suites, leased from Eastupland Associates, and
Tenant's temporary pad site for a temporary modular building, on a rent free
basis, beginning on the ninety-first day from the Commencement Date until the
Premises are ready for occupancy (but in no event longer than 9 months from the
Commencement Date), Tenant only being responsible for its utility costs at the
temporary offices (including any hook-up charges) during such period. In
calculating the ninety (90) day period from the Commencement Date, days lost as
a result of Force Majeure, as defined herein, shall be in addition to such
ninety (90) day period.


6


2.3.           Early
Possession.   If Tenant occupies the Premises, or any
portion thereof, prior to said Commencement Date, such occupancy (or portion
thereof) shall be subject to all provisions of this Lease, such occupancy (or
portion thereof) shall not advance the Termination Date, and Tenant shall pay
Rent, as defined herein, for such period at the initial monthly rates set forth
below.


3.           RENT.


3.1.           Base
Rent.   Tenant shall pay to Landlord, as Base Rent (or
"Rent") for the Premises, without any offset or deduction whatsoever, except as
may be otherwise expressly provided in this Lease, on the first day of each
month of the term hereof, monthly payments in advance of Thirteen Thousand
Forty-five and 00/100 ($13,045.00) Dollars. Tenant shall pay Landlord upon
execution hereof Thirteen Thousand Forty-five ($13,045.00) Dollars as Base Rent
for March 1, 2002. Rent for any period during the term hereof which is for less
than one (1) month shall be a pro rata portion of the Base Rent. Rent shall be
payable in lawful money of the United States to Landlord at the address stated
herein or to such other persons or at such other places as Landlord may
designate in writing. The annual Base Rent for each Lease year or portion
thereof during the Lease Term, shall be adjusted pursuant to Exhibit "C", which
is attached hereto and made a part hereof.


3.2.           Operating Expenses.
Tenant shall pay to Landlord during the term hereof, in addition to the Base
Rent, Tenant's Share, as hereinafter defined, of all Operating Expenses, as
hereinafter defined during the term of this Lease, in accordance with the
following provisions:


3.2.1           "Tenant's
Share" is defined, for purposes of this Lease, as Thirty-three (33%)
percent;


3.2.2           "Operating
Expenses" shall mean and include the direct and indirect costs and expenses of
any kind, in each calendar year relating to the operation, maintenance,
insuring, repairing, managing, use, care and ownership of the Building and the
Common Areas consisting of the following:


7


3.2.2.1            the
cost of all utilities and services provided to the Gateway Plaza and not
otherwise separately metered and billed to the individual Tenants of the
Building, and Landlord represents that all electric, water, sewer and other
utilities to all tenants will be separately metered so that Tenant shall only be
obligated to pay Tenant's Share of the utility services to the Common Areas,
only;


3.2.2.2           the
cost of management fees of the Gateway Plaza (which shall not exceed of the Base
Rent, annually);


3.2.2.3           payments
made by the Landlord for personal property taxes, if any (except those payable
by Tenants), license fees, permit and inspection fees, equipment, tools and
expenses of the Building;


3.2.2.4           the
cost of all supplies and materials used in the operation and maintenance of the
Building;


3.2.2.5           the
cost of all utilities and reasonably necessary or advisable communications
services for the Building, including, but not limited to, water and sewer,
power, heating, lighting, air conditioning and ventilating, but only to the
extent not directly metered and separately billed to the individual Tenants of
the Building, and Landlord represents that all such utilities shall be
separately metered to all tenant so that Tenant shall only be obligated to pay
Tenant's Share of the utility services to the Common Areas, only;


3.2.2.6           the
cost of all repairs, maintenance and service agreements and equipment rental
agreements of the Building or for equipment therein, such as and including, but
not limited to, management, security and exterminating services, alarm service,
window cleanings, rubbish and snow removal, telephone, utility lines, sewer
lines, sidewalks, walkways, parkways, driveways, striping, bumpers, roadways,
loading and unloading areas, irrigation systems, lighting facilities, fences,
gates, Tenant directories, trash disposal services, fire detection systems,
including without limitation, sprinkler systems and landscape maintenance, bonds
posted or amounts incurred in connection with the management or maintenance of
the Building; provided, however, the foregoing shall not include leasing
commissions, advertising or promotional costs or expenses, the cost of Tenant
alterations, mortgage interest and principal payments, and depreciation of the
Building or equipment;


3.2.2.7           the
cost of all insurance applicable to the Building and the Gateway Plaza, which
shall be determined on a competitive bid basis;


8


3.2.2.8           the
cost of all accounting, legal and professional services incurred in connection
with the operation of the Building; and


3.2.2.9           the
cost of all repairs, replacements and improvements (other than those items which
are not and may not be expensed by Landlord for federal income tax purposes, and
general maintenance, including, without limitation, all costs of landscaping,
parking lot, and roof repairs, with respect to the Building; provided, however
the foregoing shall not include such items to the extent Landlord is compensated
through the proceeds of insurance or condemnation nor such items if the
incurring thereof shall be solely for the benefit of a Tenant other than Tenant
and not otherwise benefitting the Premises or the Building; and


3.2.2.10           amortization
of costs (together with interest at the Landlord's cost of borrowed funds from
time to time) of (a) capital improvements or alterations which are reasonably
anticipated to reduce (or to avoid an increase in) other Operating Expenses by
an amount bearing a reasonable relationship to the amortized costs of the
capital improvement or alteration, (b) capital improvements or alterations which
are made by reason of any governmentally imposed requirement, whether of past,
present or future origin, and whether by way of statute, regulations, rule,
order, ordinance or other uses, relating to the overall or structural use,
design, construction and operation of the Building, and (c) any other capital
improvements or alterations which Landlord determines necessary to maintain the
Building as a first class facility, including without limitation, major repairs
to or replacements of parking lots, roofs and other mechanical systems within
the Building, and including also any installation of direct metering not
separately billed to the individual Tenants involved, such amortization in each
case to be determined in each case using an amortization period equal to the
shorter of (i) the useful life (as determined for accounting purposes using
generally accepted accounting principles) of the capital improvement or
alteration, the aggregate cost of which is less than or equal to $500,000 and
(ii) ten (10) years in the case of such capital improvements or alterations, the
aggregate cost of which is greater than $500,000.


Attached
hereto as Exhibit "D" is a good faith estimate by Landlord of the annual
Operating Expenses.  On Exhibit "D", Landlord will indicate which of
the items will be capped.


3.2.3          
Obligation Not
Imposed. The inclusion of the improvements, facilities and services set
forth in Paragraph 3.2.2 of the definition of Operating Expenses shall not be
deemed to impose an obligation upon Landlord to either have said improvements or
facilities or to provide those services unless the Gateway Plaza already has the
same, Landlord al ready provides the services, or Landlord has agreed elsewhere
in this Lease to provide the same or some of them.
  9


3.2.4         
Payment of Tenant's
Share. Tenant's Share of Operating Expenses shall be payable by Tenant
within ten (10) days after a reasonably detailed statement of actual expenses is
presented to Tenant by Landlord; subject to any express limitations as provided
in this Lease.. At Landlord’s option, however, an amount may be estimated by
Landlord, from time to time, of Tenant's Share of annual Operating Expenses and
the same shall be payable monthly during each twelve (12) month period, or part
hereof, of the Lease term, on the same day as the Base Rent is due hereunder. In
the event that Tenant pays Landlord's estimate of Tenant's Share of Operating
Expenses as aforesaid, Landlord shall deliver to Tenant within sixty (60) days
after the expiration of each calendar year, or a part thereof, a reasonably
detailed statement showing Tenant's Share of the actual Operating Expenses
incurred during the preceding year, or a part thereof. If Tenant's payments
under this Paragraph 3.2.4 during said period exceed Tenant's Share as indicated
on said statement, Tenant shall be entitled to credit the amount of such
overpayment against Tenant's Share of Operating Expenses next falling due. If
Tenant's payments under this Paragraph during said period were less than
Tenant's Share as indicated on said statement, Tenant shall pay to Landlord the
amount of the deficiency within ten (10) days after delivery by Landlord to
Tenant of said statement.


4.            
SECURITY
DEPOSIT.   Tenant shall deposit with Landlord upon
execution hereof $26,090.00 as security (hereinafter referred to as the
"Security Deposit") for Tenant's faithful performance of Tenant's obligation
hereunder.  Upon the opening of Tenant's bank for business, Tenant may
substitute a letter of credit for the actual funds, provided such form of letter
of credit is in form, scope and substance reasonably satisfactory to Landlord
and is provided by another acceptable financial institution. The Security
Deposit requirement shall be void on the third anniversary of the Commencement
Date.  If Tenant fails to pay rent or other charges due hereunder or
otherwise defaults with respect to any provision of this Lease, Landlord may
use, apply or retain all or any portion of said Security Deposit for the payment
of any other sum to which Landlord may become obligated by reason of Tenant's
default, or to compensate Landlord for any loss or damage which Landlord may
suffer thereby. If Landlord so uses or applies all or any portion of said
Security Deposit, Tenant shall, within ten (10) days after written demand
therefore, deposit cash with Landlord in an amount sufficient to restore said
Security Deposit to the full amount then required of Tenant if the monthly rent
shall, from time to time, increase during the term of this
Lease.  Tenant shall, at the time of such increase, deposit with
Landlord additional money as a Security Deposit so that the total amount of the
Security Deposit held by Landlord shall at all times bear the same proportion to
the then current Base Rent as the initial Security Deposit bears to the initial
Base Rent set forth in Paragraph 4. If Tenant performs all of Tenant's
obligations hereunder, said Security Deposit or so much thereof as has not
theretofore been applied by Landlord shall be returned without payment of
interest or other increment for its use to Tenant or at Landlord's option to the
last assignee, if any, of Tenant's interest hereunder on the third anniversary
of the Commencement Date. No trust relationship is created herein between
Landlord and Tenant with respect to said Security Deposit.
  10


5.            
USE.


5.1.          Use. The Premises
shall be used and occupied only for a retail banking operation with a drive-in
facility or any other use which is reasonably comparable and for no other
purpose.


5.2.         
 Compliance with
Law.


5.2.1
Landlord warrants to Tenant that the Premises, in the state existing on the
Commencement Date but without regard to the use for which Tenant will occupy the
Premises, does not violate any covenants or restrictions of record, or any
applicable building code regulation or ordinance, including applicable Federal
ADA and OSHA Regulations, in effect on such Commencement Date. In the event it
is determined that this warranty has been violated then it shall be the
obligation of the Landlord, after written notice from Tenant, to promptly, at
Landlord's sole cost and expense, rectify any such violation. In the event
Tenant does not give to Landlord written notice of the violation of this
warranty within thirty (30) days from the date Tenant learns of the violation,
the correction of same shall be the obligation of the Tenant at Tenant's sole
cost.


5.2.2
Except as provided in Paragraph 5.2.1, Tenant shall, at Tenant's expense,
promptly comply with all applicable federal, state, and local statutes,
ordinances, rules, regulations, orders, covenants and restrictions of record,
and requirements of any fire insurance, underwriters or rating bureaus, now in
effect or which may hereafter come into effect, whether or not they reflect a
change in policy from that now existing, during the term or any part of the term
hereof, relating in any manner to the Premises and the occupation and use by
Tenant of the Premises and of the Common Areas. Tenant shall not use nor permit
the use of the Premises or the Common Areas in any manner that will tend to
create waste or a nuisance or shall tend to disturb other occupants of the
Gateway Plaza.


5.3.     
     Condition of
Premises.


5.3.1          
Landlord shall deliver the Premises as well as the ground floor lobby, ground
floor Common Areas, parking lot, walkways and entrance, to Tenant clean and free
of debris on the Commencement Date, in a completed condition free from defects
in materials and workmanship, except for normal punch list items, and Landlord
warrants to Tenant that the plumbing, lighting, air conditioning, and heating,
in the Premises shall be in good operating condition on the Commencement Date.
In the event that it is determined that this warranty has been violated, then it
shall be the obligation of Landlord, after receipt of written notice from Tenant
setting forth with specificity the nature of the violation to promptly, at
Landlord's sole cost, rectify such violation. Tenant's failure to give such
written notice to Landlord within ninety (90) days after the Commencement Date
shall cause the conclusive presumption that Landlord has complied with all of
Landlord's obligations hereunder.


11


5.3.2          
Except as otherwise provided in this Lease, Tenant hereby accepts the Premises
in the condition existing as of the Commencement Date or the date that Tenant
takes possession of the Premises, whichever is earlier subject to all applicable
zoning, municipal, county, state and federal laws, ordinances and regulations
governing and regulating the use of the Premises and any covenants or
restrictions of record, and accepts this Lease subject thereto and to all
matters disclosed thereby and by any exhibits attached hereto. Tenant
acknowledges that neither Landlord nor Landlord's agent has made any
representation or warranty as to the present or future suitability of the
Premises for the conduct of Tenant's business.


5.4           
Hazardous
Materials.  Tenant shall not cause or permit any Hazardous
Materials  (as defined herein)  to be
used,  stored, transported, released, handled, produced or installed
in, on or from the Gateway Plaza, the Premises or the
Building.  Tenant shall indemnify and hold Landlord harmless from and
against any and all claims, demands, liabilities, costs, expenses, penalties,
damages and losses, including, without limitation, reasonable attorneys' fees,
resulting from the existence of Hazardous Materials on the Premises, the Gateway
Plaza or the Building discharged from the Premises, the Gateway Plaza or the
Building or penetrating any surface or subsurface rivers or streams crossing or
adjoining the Premises, the Gateway Plaza or the Building as a result of
Tenant's use of the Premises, the Gateway Plaza or the
Building.  "Hazardous Materials", as used herein, means and includes
those elements,
materials,  compounds,  mixtures  or  substances  which  are  now
contained in any list of hazardous substances and/or wastes or any list of toxic
pollutants adopted by the United States Environmental Protection Agency (the
"EPA") or any federal,  state or local governmental agency having
jurisdiction over the Gateway Plaza (such agency is hereinafter referred to as
the "Environmental Agencies")  which are defined as
hazardous,  toxic,  pollutant, infectious, flammable, or
radioactive by any of the Environmental Laws (as defined herein) , and whether
or not included in such lists, shall be deemed to include all products or
substances which are or contain petroleum, petroleum constituents, natural gas,
natural gas liquids, asbestos, polychlorinated biphenyls and any chemicals known
to cause cancer or reproductive toxicity as published by any Environmental
Agencies; provided, however, the term "Hazardous Materials" does not include
small qualities of chemicals and other substances used as janitorial supplies or
otherwise  customarily used  in
constructing,  maintaining  and operating properties similar
to the Property and provided that all such chemicals and other substances are
properly handled and stored in accordance with all Environmental
Laws.   In the event of a breach of the provisions of this
Paragraph, Landlord shall have the right, in addition to all other rights and
remedies of Landlord under this Lease or at law, to require Tenant to remove any
Hazardous Materials from the Premises in the manner prescribed for such removal
by laws and requirements of any public authorities. The provisions of this
Paragraph shall survive the expiration or termination of this Lease. As used
herein, the term "Environmental Laws" means and includes any Federal, State, or
local statute, law,
ordinance,  code,  rule,  regulation,  judgment,  order
or decree regulating, relating to or imposing liability or standards of conduct
concerning,  any hazardous,  toxic or dangerous waste,
substance, pollutant, contaminant, element, compound, mixture or material, as
now in effect including, without limitation,  the Federal
Comprehensive Environmental Response,  Compensation and Liability Act,
as amended, 42 U.S.C. 9601 et seq., the Superfund Amendments and Reauthorization
Act, 42 U.S.C. 9601 et seq., the Federal Toxic Substances Control Act, 15 U.S.C.
2601 et seq., the Federal Resource Conservation and Recovery Act, as amended, 42
U.S.C. 6901 et seq., the Federal Hazardous Material Transportation Act, 49
U.S.C. 1801 et seq., the Federal Clean Air Act 42 U.S.C. 7401 et seq., the
Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., the Emergency
Planning and Community Right-to-Know Act, 42 U.S.C. 11001 et seq., and all rules
and regulations of any of the Governmental Authorities.   The
provisions hereof shall survive the termination of the
Lease.


12


5.5          
Proscribed
Uses. Tenant shall not at any time use or occupy the Premises or the
Building, or suffer or permit anyone to use or occupy the Premises, or do
anything in the Premises or the Building, or suffer or permit anything to be
done in, brought into or kept on the Premises, which in any manner in the
discretion of Landlord: (i) violates the Certificate of Occupancy for the
Premises or the Building; (ii) causes or is liable to cause injury to the
Premises or the Building or any equipment, facilities or systems therein; (iii)
or constitutes a violation of the laws and requirements of any public
authorities or the requirements of insurance bodies; (iv) impairs or tends to
impair the character, reputation or appearance of the Building as a first-class
facility; (v) impairs or tends to impair the proper and economic maintenance,
operation and repair of the Building and/or its equipment, facilities or
systems; (vi) annoys or inconveniences or tends to annoy or inconvenience other
Tenants or occupants of the Building; (vii) constitutes a nuisance, public or
private; (viii) makes unobtainable from reputable insurance companies authorized
to do business in Pennsylvania all risk property insurance, or liability,
elevator, boiler or other insurance at standard rates required to be furnished
by Landlord under the terms of any mortgages covering the Premises; or (ix)
discharges objectionable fumes, vapors or odors into the Building's flues or
vents or otherwise.
  13


6.MAINTENANCE,
REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.


6.1.         
Landlord's
Obligation. Landlord shall arrange for and oversee (as a component of its
management fee) the provision of services required to maintain the Common Areas
for which there is an Operating Expense. Landlord shall have no obligation to
make repairs under this Paragraph 6.1 until a reasonable time not exceeding five
days or less depending on the nature of the required repair, after receipt of
written notice from Tenant of the need for such repairs. In the event of
Landlord's failure to make such repairs, Tenant, after written notice to
Landlord, may make such repairs at Landlord's cost. Landlord shall not be liable
for damages or loss of any kind or nature by reason of Landlord's failure to
arrange for any Common Area services when such failure is caused by accident,
breakage, repairs, strikes, lockout, Force Majeure or other labor disturbances
or disputes of any character or by any other cause beyond the reasonable control
of Landlord.


6.2.          Tenant's
Obligations.


6.2.1          
Subject to the provision of Paragraphs 5 (Use), 6.1  (Landlord's
Obligations),  and 8  (Damage or Destruction), Tenant, at
Tenant's expense, shall keep in good order, condition and repair,  the
Premises and their fixtures and improvements therein including, without
limitation, the property which is deemed Landlord's and Tenant's and every part
thereof (whether or not the damaged portion of the Premises or the means of
repairing the same are reasonably or readily accessible to Tenant) including,
without limiting the generality of the foregoing, all plumbing, heating,
ventilating and air conditioning systems (Tenant shall procure and maintain, at
Tenant's expense, a heating, ventilating and air conditioning system maintenance
contract), electrical and lighting facilities, and equipment within the
Premises, fixtures, interior walls and interior surfaces of exterior walls,
ceilings, windows, doors, plate glass, and skylights, if any, located within the
Premises, whether ordinary, extraordinary, foreseen or unforseen. Tenant shall
annually provide Landlord, during the term of this Lease, with satisfactory
evidence of the maintenance contract required hereunder. Landlord reserves the
right to procure and maintain the ventilating and air conditioning system
maintenance contract, and if Landlord so elects, Tenant shall reimburse
Landlord, upon demand, for the entire cost thereof. All repairs in and to the
Premises for which Tenant is responsible shall be promptly performed by Tenant
in a manner which will not interfere with the use of the Building by others. Any
repairs in or to the Building and the facilities and systems thereof for which
Tenant is responsible may be performed by Landlord at Tenant's expense; but,
Landlord may, at its option, before commencing any such work or at any time
thereafter, require Tenant to furnish to Landlord such security, in form and
amount as Landlord shall deem necessary to assure the payment for such work by
Tenant.


14


6.2.2   If
Tenant fails to perform Tenant's obligations under this Paragraph 6.2 or under
any other Paragraph of this Lease, Landlord may enter upon the Premises after
ten (10) days' prior written notice to Tenant (except in the case of emergency,
in which event no notice shall be required), perform such obligations on
Tenant's behalf and put the Premises and/or Building in good order, condition
and repair, and the cost thereof together with interest thereon at the maximum
rate then allowable by law shall be due and payable as additional rent to
Landlord together with Tenant's next Base Rent installment.


6.2.3   On
the last day of the term hereof, or on any sooner termination, Tenant shall
surrender the Premises to Landlord in the same condition as received, ordinary
wear and tear excepted, clean and free of debris.  Any damage or
deterioration of the Premises and/or the Building shall not be deemed ordinary
wear and tear if the same could have been prevented by good maintenance
practices.  Tenant shall repair any damage to the Premises and/or
Building occasioned by the installation or removal of Tenant's trade
fixtures,   alterations,   furnishings,   and
equipment. Notwithstanding anything to the contrary otherwise stated in this
Lease, Tenant shall leave the air lines, power panel, electrical distribution
systems, lighting fixtures, space heaters, air conditioning, plumbing and
fencing, if any, on the Premises in good operating condition.





6.3.          Alteration and
Additions.


6.3.1           Tenant
shall not, without Landlord's prior written consent make any alterations,
improvements, additions, or utility installations in, on, or about the Premises,
or the Gateway Plaza except for nonstructural alterations to the Premises not
exceeding Ten Thousand and 00/100($10,000.00) Dollars in cumulative costs,
during the term of this Lease. In any event, whether or not in excess of Ten
Thousand and 00/100 ($10,000.00) Dollars in cumulative cost, Tenant shall make
no change or alteration to the exterior of the Premises nor the exterior of the
Building nor the Gateway Plaza without Landlord's prior written consent.
Landlord acknowledges receipt of Tenant's plans and specifications for Tenant's
initial leasehold improvements and hereby consents to the same. Such initial
leasehold improvements need not be removed upon termination of the
Lease.  As used in this Paragraph 6.3 the term "Utility Installation"
shall mean air lines, power panels, electrical distribution systems, lighting
fixtures, space heaters, air conditioning, plumbing, sprinkler equipment, and
fencing. Should Tenant make any alterations, improvements, additions or Utility
Installations without the prior approval of Landlord, Landlord may at any time
during the term of this Lease, require that Tenant remove any or all of the same
at Tenant's sole cost and expense.


15


6.3.2          Any
alterations, improvements, additions or Utility Installations in or about the
Premises or the Gateway Plaza that Tenant shall desire to make and which
requires the consent of the Landlord shall be presented to Landlord in written
form, with proposed detailed plans. If Landlord shall give its consent, the
consent shall be deemed conditioned upon Tenant acquiring a permit to do so from
appropriate governmental agencies, the furnishing of a copy thereof to Landlord
prior to the commencement of the work, and the compliance by Tenant of all
conditions of said permit in a prompt and expeditious manner.


6.3.3          Tenant
shall pay, when due, all claims for labor or materials furnished or alleged to
have been furnished to or for Tenant at or for use in the Premises, which claims
are or may be secured by any mechanic's or materialmen's lien against the
Premises, or the Gateway Plaza, or any interest therein.  Tenant shall
give Landlord not less than ten (10) days' notice prior to the commencement of
any work in the Premises, and Landlord shall have the right to post notices of
non-responsibility in or on the Premises or the Building as provided by
law.  If Tenant shall in good faith, contest the validity of any such
lien, claim or demand, then Tenant shall, at its sole expense defend itself and
Landlord against the same and shall pay and satisfy any such adverse judgment
that may be rendered thereon before the enforcement thereof against the Landlord
or the Premises or the Gateway Plaza, upon the condition that if Landlord shall
require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord
in an amount equal to such contested lien claim or demand indemnifying Landlord
against liability for the same and holding the Premises and the Gateway Plaza
free from the effect of such lien or claim. In addition, Landlord may require
Tenant to pay Landlord's attorneys’ fees and costs in participating in such
action if Landlord shall decide it is to Landlord's best interest to do
so.


6.3.4           All
alterations, improvements, additions, and Utility Installations (whether or not
such Utility Installation constitute trade fixtures of Tenant) , which may be
made on the Premises, shall be the property of Landlord and shall remain upon
and be surrendered with the Premises at the expiration of the Lease term, unless
Landlord requires their removal pursuant to Paragraph 6.3.1, provided that upon
termination of the Lease, Tenant may remove at its expense, ATM machines, night
depository equipment, drive-thru equipment and security systems. Tenant shall
repair any damage caused by such removal. Notwithstanding the provisions of this
Paragraph 6.3.4, Tenant's machinery and equipment other than that described in
the preceding sentence and other than that which is affixed to the Premises so
that it cannot be removed without material damage to the Premises, and other
than Utility Installations, shall remain the property of Tenant and may be
removed by Tenant subject to the provisions of Paragraph
6.2.


16


6.4.           Utility Additions.
Landlord reserves the right to install new or additional utility facilities
throughout the Building, the Premises, and the Common Areas for the benefit of
Landlord or Tenant, or any other Tenant of the Gateway Plaza, including, but not
by way of limitation, such utilities as plumbing, electrical systems, security
systems, communication systems, and fire protection and detection systems, so
long as such installations do not unreasonably interfere with Tenant's use of
the Premises.


7.       
      INSURANCE;
INDEMNITY.


7.1.           Liability
Insurance--Tenant. Tenant shall, at Tenant's expense obtain and keep in
force during the term of this Lease a policy of Combined Single Limit Bodily
Injury and Property Damage insurance insuring Tenant and Landlord against any
liability arising out of the use, occupancy, or maintenance of the Premises and
the Gateway Plaza. Such insurance shall be in an amount not less than Three
Million ($3,000,000) Dollars per occurrence. The policy shall insure performance
by Tenant of the indemnity provisions of this Paragraph 7. The limits of said
insurance shall not, however, limit the liability of Tenant hereunder. Tenant's
policy shall contain a clause stating that Tenant's insurance is primary and
noncontributory, and Landlord shall be named as an additional
insured.


7.2.           Liability
Insurance--Landlord. Landlord shall obtain and keep in force during the
term of this Lease a policy of Combined Single Limit Bodily injury and property
Damage Insurance, insuring Landlord, but not Tenant, against any liability
arising out of the ownership, use, occupancy or maintenance of the Gateway Plaza
in an amount not less than Three Million ($3,000,000) Dollars per
occurrence.


7.3.           Property Insurance.
Landlord shall obtain and keep in force during the term of this Lease a policy
or policies of insurance covering loss or damage to the Gateway Plaza, including
the Building and improvements, but not Tenant's personal property, fixtures,
equipment or Tenant improvements, in an amount hot to exceed the full
replacement value thereof, as the same may exist from time to time, providing
protection against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, flood (in the event same is
required by a lender having a lien on the Premises) and special extended perils
("all risk" as such term is used in the insurance industry). Tenant shall be
responsible to replace loss of rental income (in an amount solely determined by
Landlord), and any such other insurance as Landlord deems
advisable.


17


7.4           Payment of Premium
Increase.


7.4.1           After
the term of this Lease has commenced, Tenant shall not be responsible for paying
Tenant's Share of any increase in the property insurance premium for the Gateway
Plaza specified by Landlord's insurance carrier as being caused by the use, acts
or omission of any other Tenant of the Gateway Plaza, or by the nature of such
other Tenant's occupancy which create an extraordinary or unusual
risk.


7.4.2           Tenant,
however, shall pay the entirety of any increase in the property insurance
premium for the Gateway Plaza over what it was immediately prior to the
commencement of the term of this Lease if the increase is specified by
Landlord's insurance carrier as being caused by the nature of Tenant's occupancy
or any act or omission of Tenant.


7.5.           Insurance Policies.
Insurance required hereunder shall be in companies holding a "General
Policyholders Rating" of at least B plus, or such other rating as may be
required by a lender having a lien on the Premises, as set forth in the most
current issue or "Best's Insurance Guide". Tenant shall not do or permit to be
done anything which shall invalidate the insurance policies carried by Landlord.
Tenant shall deliver to Landlord copies of liability insurance policies required
under Paragraph 7.1 or certificates evidencing the existence and amounts of such
insurance within seven (7) days after the Commencement Date. No such policy
shall be cancelable or subject to reduction of coverage or other modification
except after thirty (30) days prior written notice to Landlord. Tenant shall, at
least thirty (30) days prior to the expiration of such policies, furnish
Landlord with renewals or "binders" thereof.


7.6.           Waiver of
Subrogation. Tenant and Landlord each hereby release and relieve the
other, and waive their entire right of recovery against the other for loss or
damage to the Building (including Loss of Income) arising out of or incident to
the perils insured against which perils occur in, on or about the Premises,
whether due to the negligence of Landlord or Tenant or their agents, employees,
contractors and/or invitees. Tenant and Landlord shall, upon obtaining the
policies of insurance required, give notice to the insurance carrier or carriers
that the foregoing mutual waiver of subrogation is contained in this
Lease.


18


7.7.           Indemnity. Tenant
shall indemnify and hold harmless Landlord from any and all claims arising from
Tenant's use of the Gateway Plaza, or from the conduct of Tenant's business or
from any activity, work or things done, permitted or suffered by Tenant in or
about the Premises or elsewhere and shall further indemnify and hold harmless
Landlord from and against any and all claims arising from any breach or default
in the performance of any obligation on Tenant's part to be performed under the
terms of this Lease, attorneys' fees, expenses and liabilities incurred in the
defense of any such claim or any action or proceeding that may be brought
against Landlord by reason of any such claim. Tenant upon notice from Landlord
shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord and Landlord shall cooperate with Tenant in such
defense.  Tenant, as a material part of the consideration to Landlord,
hereby assumes all risk of damage to property of Tenant or injury to persons,
in, upon, or about the Gateway Plaza arising from any cause and Tenant hereby
waives all claims in respect thereof against Landlord or arising from the
negligence, acts or omissions to act of the Tenant, licensees, invitees, and
from any and all costs.  The foregoing indemnity provisions shall not
apply to any damages, claims, expenses or limitations arising out of the gross
negligence or intentional acts of Landlord.


7.8.         
Exemptions of Landlord
from Liability. Tenant hereby agrees that Landlord shall not be liable
for injury to Tenant's business or any loss of income therefrom or for damage to
the goods, wares, merchandise or other property of Tenant, Tenant's employees,
invitees, customers, or any other person in or about the Premises or the Gateway
Plaza, nor shall Landlord be liable for injury to the person of Tenant, Tenant's
employees, agents or contractors, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures, or from any other cause,
whether said damage or injury results from conditions arising upon the Premises
or upon other portions of the Gateway Plaza, or from other sources or places and
regardless of whether the cause of such damage or injury or the means of
repairing the same is inaccessible to Tenant. Landlord shall not be liable for
any damages arising from any act or neglect of any other Tenant, occupant or
user of the Gateway Plaza, nor from the failure of Landlord to enforce the
provisions of any other lease of the Gateway Plaza. The foregoing exemptions
shall not apply to the gross negligence or intentional acts of
Landlord.


8.             DAMAGE OR
DESTRUCTION.


8.1.           Definitions.


8.1.1           "Premises
Partial Damage" shall mean if the Premises are damaged or destroyed to the
extent that the cost of repair is less than fifty percent (50%) of the then
replacement cost of the Premises.


19


8.1.2           "Premises
Total Destruction" shall mean if the Premises are damaged or destroyed to the
extent that the cost of repair is fifty percent (50%) or more of the then
replacement cost of the Premises.


8.1.3           "Premises
Building Partial Damage" shall mean if the Building of which the Premises are a
part is damaged or destroyed to the extent that the cost to repair is less than
fifty percent (50%) of the then replacement cost of the Building.


8.1.4           "Premises
Building Total Destruction" shall mean if the Building of which the Premises are
a part is damaged or destroyed to the extent that the cost to repair is fifty
percent (50%) or more of the then replacement cost of the Building.


8.1.5           "Insured
Loss" shall mean damage or destruction which was covered by an event required to
be covered by the insurance described in Paragraph 7. The fact that an insured
Loss has a deductible amount shall not make the loss an uninsured
loss.


8.1.6           "Replacement
Cost" shall mean the amount of money necessary to be spent in order to repair or
rebuild the damaged area to the condition that existed immediately prior to the
damage occurring excluding all improvements made by the Tenant.


8.2.           Premises Partial
Damage:  Premises Building Partial Damage.


8.2.1           Insured Loss. Subject
to the provisions of Paragraphs 8.4 and 8.5, if at any time during the term of
this Lease there is damage which is an Insured Loss and which falls into the
classification of either Premises Partial Damage or Premises Building Partial
Damage, then Landlord shall, at Landlord's expense, repair such damage to the
Premises, but not Tenant's fixtures, equipment or Tenant improvements, as soon
as reasonably possible and this Lease shall continue in full force and effect
and to the extent of insurance proceeds received, repair such damage to the
Premises, but not Tenant's fixtures, equipment or Tenant improvements, as soon
as reasonably possible and this Lease shall continue in full force and
effect.


8.2.2           Uninsured Loss.
Subject to the provisions of Paragraph 8.4 and 8.5, if at any time during the
term of this Lease there is damage which is not an Insured Loss and which falls
within the classification of Premises Partial Damage or Premises Building
Partial Damage, unless caused by a negligent or willful act of Tenant (in which
event Tenant shall make repairs at Tenant's expense), which damage prevents
Tenant from using the Premises, Landlord may at Landlord's option either (i)
repair such damage as soon as reasonably possible at Landlord's expense, in
which event this Lease shall continue in full force and effect; or (ii) give
written notice to Tenant within twenty (20) days after the date of the
occurrence of such damage, of its intention to cancel and terminate this Lease.
In the event Landlord elects to give such notice of Landlord's intention to
cancel and terminate this Lease, Tenant shall have the right within twenty (20)
days after the receipt of such notice to give written notice to Landlord of
Tenant's intention to repair such damage at Tenant's expense, without
reimbursement from Landlord, in which event this Lease shall continue in full
force and effect, and Tenant shall proceed to make such repairs as soon as
reasonably possible. If Tenant does not give such notice within such twenty (20)
day period, this Lease shall be canceled and terminated as of the date of the
occurrence of such damage and the parties hereto shall have no further rights or
liabilities one to the other hereunder or otherwise.


20


8.3           Premises Total Destruction;
Premises Building Total Destruction.


8.3.1           Subject
to the provisions of Paragraphs 8.4 and 8.5, if at any time during the term of
this Lease there is damage, covered by an Insured Loss, and which falls into the
classification of either: (i) Premises Total Destruction; or (ii) Premises
Building Total Destruction; then Landlord shall repair such damage or
destruction, to the extent of Landlord's receipt of insurance proceeds covering
such loss and subject to the consent of Landlord's mortgagee, but not Tenant's
fixtures, equipment or Tenant improvements, as soon as reasonably possible at
Landlord's expense, and this Lease shall continue in full force and
effect.


8
..4           Damage Near End of
Term.


8.4.1           Subject
to Paragraph 8.4.2, if at any time during the last six (6) months of the term of
this Lease there is damage whether or not it is an Insured Loss which falls
within the classification of Premises Partial Damage or Premises Building
Partial Damage, Landlord may at Landlord's option cancel and terminate this
Lease on or as of the date of occurrence of such damage by giving written notice
to Tenant as of Landlord's election to do so within twenty (20) days after the
date of occurrence of such damage and the parties hereto shall have no further
rights or liabilities one to the other hereunder, or otherwise.


8.4.2           Notwithstanding
Paragraph 8.4.1, in the event that Tenant has an option to extend or renew this
Lease, and the time within which said option may be exercised has not yet
expired, Tenant shall exercise such option, if it is to be exercised at all, no
later than twenty (20) days after the occurrence of an Insured Loss falling
within the classification of Premises Total Damage during the last six (6)
months of the term of this Lease. If Tenant duly exercises such option during
said twenty (20) day period, Landlord shall, at Landlord's expense, repair such
damage, but not Tenant's fixtures, equipment or Tenant improvements, as soon as
reasonably possible and this Lease shall continue in full force and effect. If
Tenant fails to exercise said option during said twenty (20) day period, then
Landlord may at Landlord's option terminate and cancel this Lease as of the
expiration of said twenty (20) day period by giving written notice to Tenant of
Landlord's election to do so within ten (10) days after the expiration of said
twenty (20) day period, notwithstanding any term or provision in the grant of
option to the contrary.


21


8.5           Abatement of Rent; Tenant's
Remedies.


8.5.1           In
the event Landlord repairs or restores the Premises pursuant to the provisions
of this Paragraph, the rent payable hereunder for the period during which such
damage, repair or restoration continues shall be abated in proportion to the
degree in which Tenant's use of the Premises is impaired. Except for abatement
of rent, if any, Tenant shall have no claim against Landlord for any damage
suffered by reason of any such damage, destruction, repair or restoration,
unless caused by Landlord's willful acts or gross negligence.


8.5.2           If
Landlord shall be obligated to repair or restore the Premises under the
provisions of this Paragraph and shall not commence such repair or restoration
within ninety (90) days after such obligation shall accrue, Tenant may at
Tenant's option make such repairs at Landlord's cost, in which case Tenant shall
be entitled to the receipt of the insurance proceeds covering such loss,
provided Landlord's mortgagee consents thereto, or cancel and terminate this
Lease by giving Landlord written notice of Tenant's election to do so at any
time prior to the commencement of such repair or restoration. In such event this
Lease shall terminate as of the date of such notice and the parties hereto shall
have no further rights or liabilities one to the other hereunder, or otherwise,
provided, however, that each party shall retain any rights or causes of action
arising from the other party's default during the term of this
Lease.


8.6           Termination-Advance
Payments. Upon termination of this Lease pursuant to this Paragraph 8, an
equitable adjustment shall be made concerning advance rent and any advance
payments made by Tenant to Landlord. Landlord shall, in addition, return to
Tenant so much of Tenant's security deposit as has not theretofore been applied
by Landlord.


8.7           Waiver. Landlord and
Tenant waive the provisions of any statute which relate to termination of leases
when leased property is destroyed and agree that such event shall be governed by
the terms of this Lease.


9.        
    REAL PROPERTY
TAXES.


9.1           Payment of
Taxes.  Landlord shall pay the real property tax as defined in
Paragraph 9.3, applicable to the Gateway Plaza subject to reimbursement by
Tenant of Tenant's Share of such taxes in accordance with the provisions of
Paragraph 3.2, except as otherwise provided in Paragraph 9.2.
 22
 9.2           Additional
Improvements. Tenant shall not be responsible for paying Tenant's Share
of any increase in real property tax specified in the tax assessor's records and
work sheets as being caused by additional improvements placed upon the Gateway
Plaza by other Tenants or by Landlord for the exclusive enjoyment of such other
Tenants. Tenant shall, however, pay to Landlord at the time that Operating
Expenses are payable under Paragraph 3.2.3 the entirety of any increase in real
property tax if assessed solely by reason of additional improvements placed upon
the Premises by Tenant or at Tenant's request.
 
 9.3           Definition of "Real Property
Tax".  As used herein, the term "Real Property Tax" shall
include any real estate tax or assessment, general, special, ordinary or
extraordinary, levy or tax (other than inheritance, personal income, business
privilege, license or other tax based on Landlord's rental receipts or income,
or estate taxes), imposed on the Gateway Plaza or any portion thereof by any
authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
drainage or other improvement district thereof, as against any legal or
equitable interest of Landlord in the Gateway Plaza or in any portion
thereof.  The term "Real Property Tax” shall also include any
tax,  fee,  levy, assessment or charge: (i) in substitution
of, partially or totally, any tax,  fee,  levy, assessment
or charge hereinabove included within the definition of "Real Property Tax"; or
(ii) the nature of which was hereinbefore included within the definition of
"Real Property Tax".
 
 9.4           Joint Assessment. If
the Gateway Plaza is not separately assessed, Tenant's Share of the Real
Property Tax liability shall be an equitable proportion of the real property
taxes for all of the land and improvements included within the tax parcel
assessed, such proportion to be determined by Landlord from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available. Landlord's reasonable determination thereof, in
good faith, shall be conclusive. Landlord shall use its best efforts to have the
Gateway Plaza taxed as a separate parcel.
 
 9.5           Personal Property
Tax.
 
 9.5.1           Tenant
shall pay prior to delinquency all taxes assessed against and levied upon trade
fixtures, furnishings, equipment and all other personal property of Tenant
contained in the Premises or elsewhere. When possible, Tenant shall cause said
trade fixtures, furnishings, equipment and all other personal property to be
assessed and billed separately from the real property of
Landlord.
  23
  9.5.2           If
any of Tenant's said personal property shall be assessed with Landlord's real
property, Tenant shall pay to Landlord the taxes attributable to Tenant within
ten (10) days after receipt of a written statement setting forth the taxes
applicable to Tenant's property.
 
 10.           UTILITIES. Tenant
shall pay for all water, gas, heat, light, power, telephone and other utilities
and services supplied to the Premises, together with any taxes thereon. If any
such services are not separately metered to the Premises, Tenant shall pay at
Landlord's option either Tenant's Share or a reasonable proportion to be
determined by Landlord of all charges jointly metered with other premises in the
Building.
 
 11.          ASSIGNMENT
AND SUBLETTING.
 
 11.1         Consent
Required.  Subject to any provisions of this Paragraph to the
contrary, Tenant shall not, without the prior written consent of the
Landlord,  which consent shall not be unreasonably withheld or
delayed: (i) assign, convey or mortgage this Lease or any interest
hereunder;  (ii) permit to occur or permit to exist any assignment of
this Lease, or any lien upon Tenant's interest, voluntarily or by operation of
law; (iii) sublet the Premises or any part thereof; (iv) advertise as available
for sublet or assignment all or any portion of the Premises; or (v) permit the
use of the Premises by any parties other than Tenant and its
employees.  Any such action on the part of Tenant shall be void and of
no effect.  There shall be no partial assignment of Tenant's interest
in this Lease.  The term "sublease" and all words derived therefrom as
used in this subparagraph, shall include any subsequent sublease or assignment
of such sublease and any other interest arising under such
sublease.  Landlord's consent to any assignment, subletting or
transfer or Landlord's election to accept any assignee, sublessee or transferee
as the Tenant hereunder and to collect rent from such assignee, subtenant or
transferee shall not release Tenant or any subsequent Tenant from any covenant
or obligation under this Lease. Landlord's consent to any assignment, subletting
or transfer shall not constitute a waiver of Landlord's right to withhold its
consent to any future assignment, subletting, or transfer.  Landlord
may condition its consent upon execution by
the  sublessee  or  assignee
of  an  instrument  confirming  such
restrictions on further subleasing or assignment and joining in the waivers and
indemnities made by Tenant hereunder insofar as such waivers and indemnities
relate to the affected space.  Without limitation of the foregoing,
Tenant agrees to indemnify, defend and hold Landlord and its employees, agents,
their members, officers and partners harmless from and against any claims made
by any broker or finder for a commission or fee in connection with any
subleasing or assignment by Tenant or any sublessee or assignee of
Tenant.
 
 Tenant
agrees that Landlord shall be acting reasonably when such consent is not granted
if the prospective sublessee or assignee:  (i)  in the
reasonable judgment of Landlord, is of a character or engaged in a business
which is not in keeping with the standards of Landlord for the
Building;  (ii) in the reasonable judgment of Landlord, the purposes
for which the Premises are intended to be used are not in keeping with the
standards of Landlord for the Building, or are in violation of the terms of any
other leases in the Building, it being understood that the purpose for which
subtenant or assignee intends to use the Premises may not be in violation of
this Lease; (iii) the portion of the Premises to be sublet does not have
appropriate means of ingress and egress and suitable for normal renting purposes
for the portion of the Premises to be sublet or assigned;  (iv) is a
government (or a subdivision or agency thereof) intending to use the Premises
other than for general business offices; (v) does not, in the reasonable
judgment of Landlord, have adequate financial strength; (vi) Tenant is in
Default under this Lease; or (vii) is or was during the term of this Lease a
Tenant of Landlord or a related entity in this Building or another building of
Landlord or a related entity. Landlord's consent to any subletting or Landlord's
election to accept any subtenant or assignee as the Tenant hereunder and to
collect rent from such subtenant shall not  release Tenant or any
subsequent Tenant from any covenant or obligation under this Lease.
  24
  11.2          Information Required.
If Tenant desires the consent of Landlord to an assignment or subletting, Tenant
shall submit to Landlord at least thirty (30) days prior to the proposed
effective date of the assignment or sublease a written notice which includes:
(i) all documentation then available related to the proposed sublease or
assignment (copies of final executed documentation to be supplied on or before
the effective date); and (ii) sufficient information to permit Landlord to
determine the identity and character of the proposed sublessee or assignee and
the financial condition of the proposed assignee.
 
 11.3          Landlord's
Alternatives. In addition to withholding its consent Landlord shall have
the right to terminate this Lease as to that portion of the Premises which
Tenant assigns or sublets in violation of this Lease. Landlord may exercise such
right to terminate by giving written notice to Tenant at any time prior to
Landlord's written consent to such assignment or sublease. In the event that
Landlord exercises such right to terminate, Landlord shall be entitled to
recover possession of and Tenant shall surrender such portion of the Premises on
the later of (i) the date for possession by such unapproved subtenant or
assignee, or (ii) ninety (90) days after the date of Landlord's notice of
termination to Tenant.
 
 11.4          Consent. In the event
that Landlord consents to any assignment or sublease of any portion of the
Premises, as a condition of Landlord's consent, if Landlord consents, Tenant
shall pay to Landlord any reasonable attorneys' fees and expenses incurred by
Landlord in connection with such assignment or sublease.
  25
  11.5          Restrictions on "in
Substance" Assignments. If Tenant is a partnership, a withdrawal or
change, whether voluntary, involuntary or by operation of law or in one or more
transactions, Tenant shall be deemed an assignment of this Lease and subject to
the provisions of this Paragraph. If Tenant is a corporation, any dissolution,
merger, consolidation or other reorganization of Tenant, or the sale, transfer
or redemption of a direct or indirect controlling interest in the capital stock
of Tenant, in one or more transactions, shall be deemed a voluntary assignment
of this Lease and subject to the provisions of this Paragraph. Neither this
Lease nor any interest therein nor any estate created thereby shall pass by
operation of law or otherwise to any trustee, custodian or receiver in
bankruptcy of Tenant or any assignee for the assignment of the benefit of
creditors of Tenant. Provided, however, that Tenant's merger with or into
another existing banking institution or the purchase of substantially all the
assets of Tenant by an existing banking institution shall be permitted and shall
not be considered an assignment of this Lease.
 
 12.          
 DEFAULT;
REMEDIES.
 
 12.1          Default. The
occurrence of any one or more of the following events shall constitute a
material default (hereinafter referred to as a "Material Default" or "Default")
of this Lease by Tenant:
 
 12.1.1         The
vacating or abandonment of the Premises by Tenant.
 
 12.1.2          The
failure by Tenant to make any payment of rent or any other payment required to
be made by Tenant hereunder, as and when due, where such failure shall continue
for a period of five (5) days after written notice thereof from Landlord to
Tenant. In the event that Landlord serves Tenant with a notice to pay rent or
quit pursuant to applicable unlawful detainer statutes such notice to pay rent
or quit shall also constitute the notice required by this
subparagraph.
 
 12.1.3          Except
as otherwise provided in this Lease, the failure by Tenant to observe or perform
any of the covenants, conditions or provisions of this Lease to be observed or
performed by Tenant, other than described in Paragraph 12.1.2, supra, where such
failure shall continue for a period of thirty (3 0) days after written notice
thereof from Landlord to Tenant; provided, however, that if the nature of
Tenant's noncompliance is such that more than thirty (3 0) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if
Tenant commenced such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion. To the extent permitted by law,
such thirty (30) day notice shall constitute the sole and exclusive notice
required to be given to Tenant under applicable unlawful detainer
statutes.
  26
  12.1.4         (i)
The making by Tenant of any general arrangement or general assignment for the
benefit of creditors; (ii) Tenant becomes a "debtor" as defined in 11 U.S.C.
Section 101 or any successor statute thereto (unless, in the case of a petition
filed against Tenant, the same is dismissed within sixty (60) days) ; (iii) the
appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where possession is not restored by Tenant within thirty (3 0) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, which such
seizure is not discharged within thirty (30) days. In the event that any
provision of this Paragraph 12.1.4 is contrary to any applicable law, such
provision shall be of no force or effect.
 
 12.1.5         The
discovery by Landlord that any financial statement given to Landlord by Tenant,
any assignee of Tenant, any sublessee of Tenant, any successor in interest of
Tenant was materially false.
 
 12.1.6         The
foregoing notwithstanding, Tenant shall not be considered in default if it
disputes in good faith Tenant's Share of any Operating Expenses claimed by
Landlord and pays the amount acknowledged by Tenant to be due and thereafter
immediately pays the disputed amount upon receiving supporting information and
documentation from Landlord.
 
 12.2          Remedies. In the
event of any such Material Default by Tenant, Landlord may at any time
thereafter, with or without notice or demand and without limiting Landlord in
the exercise of any right or remedy which Landlord may have by reason of such
Default:
 
 12.2.1         Terminate
Tenant' right to possession of the Premises by any lawful means, in which case
this Lease and the term hereof shall terminate and Tenant shall immediately
surrender possession of the Premises to Landlord. In such event Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default including, but not limited to, the cost of recovering
possession of the Premises; expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and any
real estate commission actually paid; the amount of the unpaid Rent for the
balance of the term; that portion of the leasing commission paid by
Landlord  applicable  to  the  unexpired  term  of  this  Lease;
unamortized Tenant improvement work.
  27
  12.2.2          Maintain
Tenant's right to possession in which case this Lease shall continue in effect
whether or not Tenant shall have vacated or abandoned the Premises. In such
event Landlord shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, including the right to recover the Rent as it becomes
due hereunder.
 
 12.2.3          Pursue
any other remedy now or hereafter available to Landlord under the laws or
judicial decisions of the state wherein the Premises are located. Unpaid
installments of rent and other unpaid monetary obligations of Tenant under the
terms of this Lease shall bear interest from the date due at the maximum rate
than allowable by law.
 
 12.3          Default by Landlord.
Landlord shall not be in default unless Landlord fails to perform obligations
required of Landlord within a reasonable time, but in no event later than thirty
(30) days after written notice by Tenant to Landlord and to the holder of any
first mortgage or deed of trust covering the Premises whose name and address
shall have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for performance then Landlord shall not be in default if Landlord
commences performance within such thirty (3 0) day period and thereafter
diligently prosecutes the same to completion.
 
 12.4          Late Charges. Tenant
hereby acknowledges that late payment by Tenant to Landlord of Base Rent,
Tenant's Share of Operating Expenses or other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain.   Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed on Landlord by the terms of
any  mortgage  of  trust  deed  covering  the  Gateway  Plaza.
Accordingly, if any installment of Base Rent, Operating Expenses, or any other
sum due from Tenant shall not be received by Landlord or Landlord's designee
within ten (10) days after such amount shall be due, then, without any
requirement for notice to Tenant, Tenant shall pay to Landlord a late charge
equal to six percent (6%) of such overdue amount.   The parties
hereby agree that such late charge represents a fair and reasonable estimate of
the costs Landlord
will  incur  by  reason  of  late  payment  by  Tenant.
Acceptance of such late charge by Landlord shall in no event constitute a waiver
of Tenant's default with respect to such overdue amount, nor prevent Landlord
from exercising any of the other rights and remedies granted
hereunder.  In the event that a late charge is payable hereunder,
whether or not collected, for three (3) installments of any of the aforesaid
monetary obligations of Tenant, the Base Rent shall automatically become due and
payable quarterly in advance, rather than monthly, notwithstanding Paragraph 3.1
or any other provision of this Lease to the contrary.
  28
  13.           CONDEMNATION. If the
Premises or any portion thereof or the Gateway Plaza are taken under the power
of eminent domain, or sold under the threat of the exercise of said power (all
of which are herein referred to as  "Condemnation"),  this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs.  If more
than ten percent (10%) of the floor area of the Premises, or more than
twenty-five percent (25%) of that portion of the Common Areas designated as
parking for the Gateway Plaza is taken by condemnation, Tenant may, at Tenant's
option, to be exercised in writing only within twenty (20) days after Landlord
shall have given Tenant written notice of such taking (or in the absence of such
notice, within twenty (20) days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession.  If Tenant does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premisses remaining, except that the rent shall be
reduced in the proportion that the floor areas of the Premises taken bears to
the total floor area of the Premises. No reduction of Rent shall occur if the
only area taken is that which does not have the Premises located
thereon.  Any award for the taking of all or any part of the Premises
under the power of eminent domain or any payment made under threat of the
exercise of such power shall be the property of Landlord, whether such award
shall be made as compensation for the taking of the fee, or as severance
damages; provided, however, that Tenant shall be entitled to any separated award
for diminution in value of the leasehold or for loss of or damage to Tenant's
trade fixtures and removable personal property.  In the event that
this Lease is not terminated by reason of such condemnation, Landlord shall to
the extent of severance damages received by Landlord in connection with such
condemnation,  repair any damage to the Premises caused by such
condemnation except to the extent that Tenant has been reimbursed therefore by
the condemning authority. Tenant shall pay any amount in excess or such
severance damages required to complete such repair.
 
 14.           ESTOPPEL
CERTIFICATE.
 
 14.1          Each party
(hereinafter referred to as the "Responding Party"), shall, at its own expense,
at any time upon not less than ten (10) days' prior written notice form the
other party (hereinafter referred to as the "Requesting Party") execute,
acknowledge, and deliver to the Requesting Party a statement in writing: (i)
certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) , and the date to which the
rent and other charges are paid in advance, if any; and (ii) acknowledging that
there are not, to the Responding Party's knowledge, any uncured Defaults on the
part of the Requesting Party, or specifying such Defaults if any are claimed.
Any such statement may become conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises or of the business of the Requesting
Party.
  29
  14.2          At the
Requesting Party's option, the failure to deliver such statement within such
time shall be a Material Default of this Lease by the party who is to respond,
without any further notice to such party, or it shall be conclusive upon such
party that: (i) this Lease is in full force and effect, without modification
except as may be represented by the Requesting Party; (ii) there are no uncured
Defaults in the Requesting Party's performance; and (iii) if Landlord is the
Requesting Party, not more than one (1) month's Rent has been paid in
advance.
 
 14.3          If Landlord
desires to finance, refinance, or sell the Property, or any part thereof, Tenant
hereby agrees to deliver to any lender or purchaser designated by Landlord such
financial statements of Tenant as may be reasonably required by such lender or
purchaser. All such financial statements shall be received by Landlord and such
lender or purchaser in confidence and shall be used only for the purpose herein
set forth.
 
 15.           LANDLORD'S
LIABILITY.
 
 15.1          The term
"Landlord" as used herein shall mean only the owner or owners, at the time in
question, of the fee title or a Tenant's interest in a ground lease of the
Gateway Plaza; and in the event of any transfer of such title or interest,
Landlord herein named (and in the case of any subsequent transfers then the
grantor) shall be relieved from and after the date of such transfer of all
liability as respects Landlord's obligations thereafter to be performed,
provided that any funds in the hands of Landlord or the then grantor at the time
of such transfer, in which Tenant has an interest, shall be delivered to the
grantee. The obligations contained in this Lease to be performed by Landlord
shall, subject as aforesaid, be binding on Landlord's successors and assigns,
only during their respective periods of ownership.
  15.2          The liability of
Landlord to Tenant or any default by Landlord under the terms of this Lease
shall be limited to the interest of Landlord in the Gateway Plaza and Tenant
agrees to look solely to Landlord's interest in the Gateway Plaza for the
recovery of any judgment from the Landlord, it being intended that neither
Landlord nor any member, partner or principal of Landlord nor any other property
disclosed or undisclosed of such partners or
principals  shall  be  personally  liable  for  any  judgment  or
  30
  16.           SEVERABILITY. The
invalidity of any provision of this Lease as determined by a court of competent
jurisdiction, shall in no way affect the validity of any other provision
hereof.
 
 17.           INTEREST ON PAST-DUE
OBLIGATIONS. Except as expressly herein provided, any amount due to
Landlord not paid when due shall bear interest at the maximum rate then
allowable by law from the date due. Payment of such interest shall not excuse or
cure any default by Tenant under this Lease; provided, however, that interest
shall not be payable on late charges incurred by Tenant nor on any amounts upon
which late charges are paid by Tenant.
 
 18.           TIME OF ESSENCE. Time
is of the essence with respect to the obligations to be performed under this
Lease.
 
 19.           ADDITIONAL RENT. All
monetary obligations of Tenant to Landlord under the terms of this Lease,
including but not limited to, Tenant's Share of Operating Expenses and insurance
and tax expenses payable shall be deemed to be rent, and payable as additional
Base Rent.
 
 20.           INCORPORATION OF PRIOR
AGREEMENTS; AMENDMENTS. This Lease contains all agreements of the parties
with respect to any matter mentioned herein. No prior or contemporaneous
agreement or understanding pertaining to such matter shall be effective. This
Lease may be modified in writing only, signed by the parties in interest at the
time of the modification. Except as otherwise stated in this Lease, Tenant
hereby acknowledges that no real estate broker, if any, on this transaction nor
the Landlord or any employee or agents of any such persons has made any oral or
written warranties or representations to Tenant relative to the condition or use
by Tenant of the Premises or the Building and Tenant acknowledges that Tenant
assumes all responsibility regarding the Occupational Safety and Health Act, the
legal use and adaptability of the Premises and the compliance thereof with all
applicable laws and regulations in effect during the term of this Lease except
as otherwise specifically stated in this Lease.
 
 21.           NOTICES. Any notice
required or permitted to be given hereunder shall be in writing and may be given
by personal delivery or by certified mail, and if given personally or by mail,
shall be deemed sufficiently given if addressed to Tenant or the Landlord at the
address noted below:
 
 Landlord:
                  Gateway
      Associates, LLC54
      S. Commerce Way, Suite 175Bethlehem,
      PA 18017-8915With
      copies to:Richard
      E. Thulin2509
      Center StreetBethlehem,
      PA 18017
  31
  Nicholas
      M. Zumas, Esquire54
      S. Commerce Way, Suite 172Bethlehem,
      PA 18017Tenant:
                  Embassy
      Bank100
      Gateway Drive, Suite 100Bethlehem,
      PA 18017-8915With
      a copy to:Fredric
      C. Jacobs, Esquire214
      Bushkill StreetEaston,
      PA 18042
 
 Either
party may by notice to the other specify a different address for notice purposes
except that upon Tenant's taking possession of the Premises, the Premises shall
constitute Tenant's address for notice purposes. A copy of all notices required
or permitted to be given to Landlord hereunder shall be concurrently transmitted
to such party or parties at such addresses as Landlord may from time to time
hereafter designate by notice to Tenant.
 
 22.           WAIVERS. No waiver by
Landlord of any provision hereof shall be deemed a waiver of any other provision
herein or of any subsequent breach by Tenant of the same or any other provision.
Landlord's consent to, or approval of, any act shall not be deemed to render
unnecessary the obtaining of Landlord's consent to or approval of any subsequent
act by Tenant. The acceptance of rent hereunder by Landlord shall not be a
waiver of any preceding breach by Tenant of any provision hereto, 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.
 
 23.           RECORDING. Tenant
shall, upon request of the Landlord, execute, acknowledge, and deliver to
Landlord in recordable form a "short form" memorandum of this Lease for
recording purposes.
 
 24.           HOLDING OVER. In the
event of holding over by Tenant without Landlord's written consent after the
expiration or other termination of this Lease or in the event Tenant continues
to occupy the Premises after the termination of Tenant's right of possession,
Tenant shall, throughout the entire holdover period, pay Rent equal on a per
diem basis, to one and one-half (1 1/2) times the Base Rent, as adjusted under
Exhibit "C" hereto, which would have been applicable had the term of this Lease
continued through the period of such holding over by Tenant. No holding over by
Tenant after the expiration of the term of this Lease shall be construed to
extend the term of this Lease.
  32
  25.           CUMULATIVE REMEDIES.
No remedy or election hereunder shall be deemed exclusive but shall, wherever
possible be cumulative with all other remedies at law or in equity.
 
 26.           COVENANTS AND
CONDITIONS. Each provision of this Lease performable by Tenant shall be
deemed both a covenant and a condition.
 
 27.           BINDING EFFECT; CHOICE OF
LAW. Subject to any provision hereof restricting assignment or subletting
by Tenant and subject to the provisions of Paragraph 15, this Lease shall bind
the parties, their personal representatives, successors and assigns. This Lease
shall be governed by the laws of the Commonwealth of Pennsylvania and any
litigation concerning this Lease between the parties hereto shall be initiated
in Northampton County.
 
 28.           SUBORDINATION.
 
 28.1 This
Lease, and any Option granted hereby, at Landlord's option, shall be subordinate
to any ground lease, mortgage, deed of trust, or any other hypothecation or
security now or hereafter placed upon the Gateway Plaza and to any and all
advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Tenant's right to quiet possession of the Premises shall not be
disturbed if Tenant is not in default and so long as Tenant shall pay the Rent
and observe and perform all of the provisions of this Lease, unless this Lease
is otherwise terminated pursuant to its terms, if any mortgagee, trustee or
ground Landlord shall elect to have this Lease and any Options granted hereby
prior to the lien of its mortgage, deed of trust or ground lease, and shall give
written notice thereof to Tenant, this Lease and such Options shall be deemed
prior to such mortgage, deed of trust or ground lease, whether this Lease or
such Options are dated prior to or subsequent to the date of said mortgage, deed
or trust, or ground lease or the date of recording thereof.
  28.2          Tenant,
at its sole cost and expense, agrees to execute any documents required to
effectuate an attornment, a subordination or to make this Lease or any Option
granted herein prior to the lien of any mortgage, deed of trust or ground lease,
as the case may be, whether precipitated by Landlord or a proposed transferee of
Landlord. Tenant's failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Tenant hereunder without
further notice to Tenant or, at Landlord's option, Landlord shall execute such
documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby
make, constitute, and irrevocably appoint Landlord as Tenant's attorney-in-fact
and in Tenant's name, place and stead, to execute such documents in accordance
with this Paragraph 28.2.
  33
  29.           ATTORNEYS'
FEES.  If either party named herein brings an prevailing party
in any such action, on trial or appeal, shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the
court.
 
 30.           LANDLORD'S ACCESS.
Landlord and Landlord's agents shall have the right upon reasonable notice and
in a manner which does not interfere with Tenant's business or compromise the
security of Tenant's banking offices, to enter the Premises at reasonable times
for the purpose of extending any utilities, services or related items,
inspecting the Premises, showing the Premises to prospective purchasers,
lenders, or Tenants, and making such alterations, repairs, improvements or
additions to the Premises or to the Building of which they are a part as
Landlord may deem necessary or desirable. Landlord may at any time, place on or
about the Building any ordinary "For Sale" signs and Landlord may at any time
during the last one hundred twenty (12 0) days of the term hereof place on or
about the Premises any ordinary "For Lease" signs. All activities of Landlord
pursuant to this Paragraph shall be without abatement of Rent, nor shall
Landlord have any liability to Tenant for the same.
 
 31.           AUCTIONS. Tenant
shall not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises or the Common Areas without first
having obtained Landlord's prior written consent. Notwithstanding anything to
the contrary in this Lease, Landlord shall not be obligated to exercise any
standard of reasonableness in determining whether to grant such
consent.
 
 32.           SIGNS. Tenant shall
not place any sign upon the Premises or the Gateway Plaza without Landlord's
prior written consent. Under no circumstances shall Tenant place a sign on any
roof of the Gateway Plaza. By separate letter agreement contemporaneous with the
execution of this Lease, Landlord and Tenant have agreed upon interior and
exterior signage, subject to any Township approvals.
 
 33.           MERGER. The voluntary
or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or
a termination by Landlord, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subtenancies or may, at the option of
Landlord, operate as an assignment to Landlord of any or all of such
subtenancies.
 
 34.           CONSENTS. Except for
Paragraph 31, supra, wherever in this Lease the consent of one party is required
to an act of the other party such consent shall not be unreasonably withheld or
delayed.
 
 35.           GUARANTOR. In the
event that there is a guarantor of this Lease, said guarantor shall have the
same obligations as Tenant under this Lease, and shall execute and deliver the
Guaranty substantially in the form contained in Exhibit "D", which is attached
hereto and made a part hereof.
  34
  36.           QUIET POSSESSION.
Upon Tenant paying the rent for the Premises and observing and performing all of
the covenants, conditions, and provisions on Tenant's part to be observed and
performed hereunder, Tenant shall have quiet possession of the Premises for the
entire term hereof subject to all of the provisions of this Lease. The
individuals executing this Lease on behalf of Landlord represent and warrant to
Tenant that they are fully authorized and legally capable of executing this
Lease on behalf of Landlord and that such execution is binding upon all parties
holding an ownership interest in the Gateway Plaza, subject to Paragraph
15.
 
 37.           OPTIONS.
 
 37.1         Definition. As used
in this Paragraph, the word "Option" shall mean the right or option to extend
the term of this Lease or to renew this Lease or to extend or renew any lease
that Tenant has on other property of Landlord.
 
 37.2         Option Personal .
Each Option that may be granted to Tenant in this Lease is personal to the
original Tenant and may be exercised only by the original Tenant while occupying
the Premises who does so without the intent of thereafter assigning this Lease
or subletting the Premises or any portion thereof, and may not be exercised or
be assigned, voluntarily or involuntarily, by or to any person or entity other
than Tenant; provided, however, that an Option may be exercised by or assigned
to any Tenant Affiliate as defined in Paragraph 11.2 of this Lease. The Option,
if any, herein granted to Tenant is not assignable separate and apart from this
Lease, nor many any Option be separated from this Lease in any manner, either by
reservation or otherwise. The foregoing notwithstanding, all Options may be
exercised by any Assignee or Sublessee permitted under Section 11, above, or
which is consented to by Landlord.
 
 37.3         Multiple Options. In
the event that Tenant has any multiple Options to extend or renew this Lease, a
later Option cannot be exercised unless the prior Option to extend or renew this
Lease has been so exercised.
 
 37.4         Effect of Default on
Options.
 
 37.4.1         Tenant
shall have no right to exercise an Option, notwithstanding any provision in the
grant of Option to the contrary: (i) during the time commencing from the date
Landlord gives to Tenant a notice of Default pursuant to Paragraph 12.1.2 or
12.1.3 and continuing until the noncompliance alleged in said notice of Default
is cured; or (ii) during the period of time commencing on the date after any
monetary obligation to Landlord is due from Tenant and unpaid (without any
necessity for notice thereof to Tenant) and continuing until the obligation is
paid; or (iii) at any time after an event of Default described in Paragraphs
12.1.1, 12.1.4, or 12.1.5 (without any necessity of Landlord to give notice of
such Default to Tenant) ; nor (iv) in the event that Landlord has given to
Tenant three (3) or more notices of Default under Paragraph 12.1.2, or Paragraph
12.1.3, whether or not the Defaults are cured, during the twelve (12) month
period of time immediately prior to the time that Tenant attempts to exercise
the subject Option.
  35
  37.4.2         The
period of time within which an Option may be exercised shall not be extended or
enlarged by reason of Tenant's inability to exercise an Option because of the
provisions of Paragraph 3 7.4.1.
 
 37.4.3         All
rights of Tenant under the provisions of an Option shall terminate and be of no
further force or effect, notwithstanding Tenant's due and timely exercise of the
Option; if, after such exercise and during the term of this Lease: (i) Tenant
fails to pay to Landlord a monetary obligation of Tenant for a period of thirty
(30)  days after such obligation becomes due (without any necessity of
Landlord to give notice thereof to Tenant) ; or (ii) Tenant fails to commence to
cure a Default specified in Paragraph 12.1.3 within thirty (30) days after the
date that Landlord gives notice to Tenant of such Default and/or Tenant fails
thereafter to diligently prosecute said cure to completion; or (iii) Tenant
commits a Default described in Paragraph 12.1.1, 12.1.4, or 12.1.5 (without any
necessity of Landlord to give notice of such Default to Tenant) ; or (iv)
Landlord gives to Tenant three (3) or more notices of Default under Paragraph
12.1.2, or Paragraph 12.1.3 within a period of twelve (12) months, whether or
not the Defaults are cured.
 
 37.5         Option to Renew.
Provided Tenant is not in Default in the performance of any of its obligations
under this Lease, or any renewal thereof, upon written notice to Landlord on or
before one hundred eighty (180) days prior to the Termination Date of this
Lease, or any extension thereof, Tenant may elect to extend the term hereof for
a period of five (5) terms of five (5) additional years each. Said extended
terms of five (5) years each shall be on the terms of this Lease except that the
Base Rent payable during such renewal term shall be at the then prevailing
market rate for comparable space in the Building as determined by mutual
agreement of Landlord and Tenant, but no less than the most recent Base Rent as
increased in Exhibit "C"; and further provided, that if Landlord and Tenant
cannot reach mutual agreement on the Base Rent for such renewal term within
thirty (30) days of written receipt by Landlord of Tenant's written notice of
exercise of its option, then the Base Rent for such renewal term shall be
determined as follows:
  36
  37.5.1         Tenant
shall hire, at its expense, a licensed, independent real estate appraiser who
shall deliver a fair market rental appraisal of the Premises within thirty (30)
days of the date on which Landlord and Tenant fail to reach agreement on
Landlord's proposed Base Rent.
 
 37.5.2          If
Landlord disagrees with Tenant's appraiser's Base Rent amount, then Landlord, at
its expense, shall hire a licensed, independent real estate appraiser with shall
deliver a fair market rental value appraisal of the Premises within thirty
(30)  days  of  the  date  on  with
Landlord  receives  Tenant's Appraiser's
appraisal.
 
 37.5.3          If
the two appraisals are within ten percent of each other, then the average of the
two shall be the base rent for the Renewal Term. If the two appraisals are not
within ten percent of each other, then the two appraisers shall select a third
licensed, independent appraiser who shall deliver an appraisal within thirty
(30) days of the date the second appraiser's appraisal is delivered. The Base
Rent for the Renewal Term shall then be the average of the third appraisal and
whichever of the first two appraisals is closest to the third appraisal. If the
third appraisal is exactly in the middle of the first two appraisals, then the
third appraisal amount shall be the Base Rent for the Renewal Term.
 
 38.           SECURITY MEASURES.
Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to
provide guard service or other security measures for the benefit of the Premises
or the Gateway Plaza. Tenant assumes all responsibility for the protection of
Tenant, its agents, employees, licensees, invitees, and the property of Tenant
and of Tenant's agents and invitees from acts of third parties. Nothing herein
contained shall prevent Landlord, at Landlord's sole option, from providing
security protection for the Gateway Plaza or any part thereof, in which event
the cost thereof shall be included within the definition of Operating Expenses,
as set forth in Paragraph 3.2.2.
 
 39.           EASEMENTS. Landlord
reserves to itself the right, from time to time, to grant such easements,
rights, and dedications that Landlord deems necessary or desirable, and to cause
the recordation of Parcel Maps and restrictions, so long as such easements,
rights, dedications, Maps, and restrictions do not unreasonably interfere with
the use of the Premises by Tenant. Tenant shall sign any of the aforementioned
documents upon request of Landlord and failure to do so shall constitute a
Material Default of this Lease by Tenant without the need for further notice to
Tenant.
 
 40.           PERFORMANCE UNDER
PROTEST. If at any time a dispute shall arise as to any amount of money
to be paid by one party to the other under the provisions hereof, the party
against whom the obligation to pay the money is asserted shall have the right to
make payment "under protest" and such payment shall not be regarded as a
voluntary payment, and there shall survive the right on the part of said party
to institute suit for recovery of such sum. If it shall be adjudged that there
was no legal obligation on the part of said party to pay such sum or any part
thereof, said party shall be entitled to recover such sum or so much thereof as
it was not legally required to pay under the provisions of this
Lease.
  37
  
 41.           AUTHORITY. If Tenant
is a corporation, limited liability company, trust, or general or limited
partnership, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of said entity; if Tenant is a corporation, limited
liability company, trust, or partnership, Tenant shall, within ten (10) days
after execution of this Lease, deliver to Landlord evidence of such authority
satisfactory to Landlord.
 
 42.           CONFLICT. Any
conflict between the printed provisions of this Lease and the typewritten or
handwritten provisions, if any, shall be controlled by the typewritten
provisions.
 
 43.           LANDLORD'S LIEN.
Tenant hereby grants to Landlord - a statutory Landlord's lien on all property
of Tenant now or hereafter placed in or upon the Premises, and such property
shall be and remain subject to such lien of Landlord for payment of all Base
Rent, additional rent and other sums agreed to be paid by Tenant herein as
provided by Pennsylvania law. Landlord agrees to sign subordination agreements
and lien waivers as Tenant may reasonably request to permit Tenant to lease ro
finance the purchase of equipment to be used on the Premises.
 
 44.           ATTORNEYS'
FEES.  In the event either party Defaults in the performance of
any of the terms of this Lease and the other party employs an attorney in
connection therewith, the defaulting party agrees to pay the prevailing party's
reasonable attorneys' fees, plus interest thereon at the highest rate permitted
by law.
 
 45.           NO IMPLIED WAIVER. No
provision of this Lease shall be deemed to have been waived by Landlord unless
such a waiver is in writing signed by Landlord. The failure of Landlord to
insist at any time upon the strict performance of any covenant or agreement or
to exercise any option, right, power or remedy contained in this Lease shall not
be construed as a waiver or a relinquishment thereof for the future. No payment
by Tenant or receipt by Landlord of a lesser amount than the monthly installment
of Rent due under this Lease shall be deemed to be other than on account of the
earliest Rent due hereunder, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment of 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 purse any other remedy
in this Lease herein provided. No agreement to accept a surrender of this Lease
shall be valid unless in writing signed by Landlord and Tenant. The payment by
Tenant of Rent or the receipt by Landlord of Rent with knowledge of the breach
of any covenant of this Lease shall not be deemed a waiver of such
breach.
  38
  
 46.           EXTERIOR SIGNS.
Tenant shall be responsible for the maintenance, repair, and replacement of all
signage for the Premises. All exterior signs must be approved by Landlord prior
to their installation, provided that such approval will not be unreasonably
withheld or delayed and provided that such approval will be granted if the
signage is in conformity with applicable zoning and sign
ordinances.
 
 47.           FORCE MAJEURE.
Whenever a period of time is herein prescribed for the taking of any action by
Landlord, Landlord shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes,
riots, acts of God, shortages of labor or materials, war, governmental laws,
regulations or restrictions, or any other cause whatsoever beyond the control of
Landlord.
 
 48.           TRANSFERS BY
LANDLORD. Landlord shall have the right to transfer and assign, in whole
or in part, all its rights and obligations hereunder and in the Building,
Gateway Plaza and property referred to herein, and in such event and upon such
transfer Landlord shall be released from any further obligations hereunder, and
it shall be deemed and construed as a covenant running with the land without
further agreement between the parties and the transferee of the Building, or of
the land upon which it is situate and the Building that the transferee has
assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder. Tenant agrees to look solely to such successor in interest
of Landlord for the performance of such obligations.
 
 49.           OFFER. Preparation of
this Lease by Landlord or Landlord's agent and submission of same to Tenant
shall not be deemed an offer to lease. This Lease shall become binding upon
Landlord and Tenant only when fully executed by Landlord and
Tenant.
 
 50.           BROKERS. Landlord and
Tenant warrant that no real estate broker or brokerage firm other than Grubb
& Ellis (hereinafter referred to as the "Broker"), whose fees shall be paid
by Landlord, has participated in bringing about this Lease and Landlord and
Tenant agree to hold each other harmless and to indemnify each other from all
claims of other arising out of the negotiation or entering into of this Lease.
Landlord agrees to pay the Broker a commission for services in connection with
this Lease pursuant to a separate agreement between Landlord and
Broker.
 
 51.           CONSENTS.  Any
consents required of Landlord or Tenant under this Lease shall not be
unreasonably withheld or delayed.
  39
  52.           ADDENDUM. Exhibit
"B", which is attached hereto and made a part hereof is the Plans and
Specifications which contain the terms and conditions of Landlord's and Tenant's
obligations in the finishing of the Premises for Tenant's use. Also attached
hereto is an addendum or addenda containing Paragraph Al which constitute a part
of this Lease.
 
 LANDLORD
AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE
PREMISES.
 
 THIS
LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR APPROVAL. THE
PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE
LEGAL AND TAX CONSEQUENCES OF THIS LEASE
   WITNESS:
                            LANDLORD:
      GATEWAY ASSOCIATES, LLC/s/
      Charles Diacount
                            /s/
      Richard Thulin,Manager,
      Arcadia PropertiesExecuted
      on: 6-11-01
                            Address:
                            54 South CommerceWay,
      Suite 175Bethlehem,
      PA 18017WITNESS/ATTEST:
                            TENANT:
      EMBASSY BANK/s/
      Judith A. Hunsicker
                            /s/
      David M. Lobach Jr.Executed
      on: 6-11-01
                            Address:
                            100 Gateway Drive,Suite
      101Bethlehem,
      PA
18017