11/27/01


(cb-warrington)
                                      LEASE

                                      from






                                       to

                                COMMERCE BANK, PA




                                    Article I

                           Reference Date and Exhibits
                           ---------------------------





1.1      Data





<PAGE>
<TABLE>
<CAPTION>
<S>                                                      <C>


DATE                                            :        November 27, 2001

LOCATION OF PREMISES                            :        Route 611 and Street Road
                                                         Warrington, Pennsylvania

LANDLORD                                        :        Warrington Equities, LLC

ORIGINAL ADDRESS OF                             :        17000 Horizon Way
                                                         Suite 100
                                                         Mt. Laurel, NJ 08054

TENANT                                          :        Commerce Bank/Pennsylvania, N.A.

ORIGINAL ADDRESS OF                             :        c/o Commerce Bancorp, Inc. 1701
                                                            Route 70 East Cherry Hill, NJ 08034

LEASE TERM                                      :        Twenty Years

ANNUAL FIXED RENT RATE                          :        Year             1-5           $135,000.00
                                                                          6-10          $148,500.00
                                                                         11-15          $163,350.00
                                                                         16-20          $179,685.00


INSURANCE LIMITS                                :        $2,000,000 Single Action
                                                         $4,000,000 Aggregate





</TABLE>







                                        1



                                                                     Standard sc







<PAGE>

                                                                        11/27/01
<TABLE>
<CAPTION>

<S>                                                                                               <C>


1.2      Table of Contents
         -----------------

ARTICLE I -  Reference Data and Exhibits                                                         Page
---------    ---------------------------                                                         ----

1.1      Data                                                                                        1
1.2      Table of Contents                                                                           2

ARTICLE II -  Premises and Term
------------  -----------------

2.1      Premises                                                                                    4
2.2      Term                                                                                        4
2.3      Option to Extend                                                                            4

ARTICLE Ill -  Improvements
-------------  ------------

3.1      Construction of Improvements                                                                4
3.2      Contractor                                                                                  4
3.3      Signs                                                                                       5

ARTICLE IV - Rent
----------

4.1      The Rent, Minimum Fixed and Percentage                                                      5

ARTICLE V -  Real Estate Taxes
-----------  -----------------

5.1      Real EstateTaxes                                                                            5
5.2      Taxes                                                                                       5
5.3      Method of Payment                                                                           6

ARTICLE VI - Utilities and Services
----------   ----------------------

6.1      Utilities and Charges Therefore                                                             6

ARTICLE VII - TENANT'S Additional Covenants
-----------   -----------------------------

7.1      Affirmative Covenants                                                                       6
         7.1.1    Use                                                                                6
         7.1.2    Compliance with Law                                                                7
         7.1.3    Payment of TENANT'S Work                                                           7
         7.1.4    Indemnity and Liability Insurance                                                  7
         7.1.5    LANDLORD'S Right to Enter                                                          8
         7.1.6    Personal Property at TENANT'S Risk                                                 8
         7.1.7    Payment of LANDLORD'S Cost of Enforcement                                          8
         7.1.8    Yield Up                                                                           8
         7.1.9    Maintenance                                                                        9
         7.1.10   Insurance                                                                          9

7.2      Negative Comments                                                                           9
         7.2.1    Overloading, Nuisance, etc.                                                        9
         7.2.2    Installation, Alteration or Additions                                              9

ARTICLE VIII - LANDLORD'S Additional Covenants
------------   -------------------------------

8.1      Warranty on Use                                                                            10
8.2      Competing Use                                                                              10

ARTICLE IX - Casualty or Taking
----------   ------------------

9.1      TENANT to Repair or Rebuild in the Event of Casualty                                       10
9.2      Right to Terminate in Event of Casualty                                                    10
9.3      Eminent Domain                                                                             10








                                                                     Standard sc
                                       2

<PAGE>

                                                                        11/27/01



                                                                                                          Page
                                                                                                          ----
ARTICLE X - Defaults
---------  ---------

10.1      Events of Default                 .                                                            11
10.2      Remedies                                                                                       12
10.3      Remedies Cumulative                                                                            12
10.4      LANDLORD'S and TENANT'S Right to Cure Defaults                                                 12
10.5      Effect of Waivers of Default                                                                   12

ARTICLE XI -  Miscellaneous Provisions
----------    ----------------------

11.1     Assignment, Subletting, etc.                                                                    13
11.2     Notice from One Party to Other                                                                  13
11.3     Quiet Enjoyment                                                                                 13
11.4     Recording                                                                                       13
11.5     Acts of God                                                                                     13
11.6     Waiver of Subrogation                                                                           14
11.7     Rights of Mortgagee and Subordination                                                           14
         11.7.1                                                                                          14
         11.7.2 No Accord and Satisfaction                                                               14
11.8     Applicable Law and Construction                                                                 15

ARTICLE XII - Permits and Approvals
-----------   ---------------------

12.1     Tenant Obligations                                                                              15
12.2     Approvals                                                                                       15
12.3     Easements                                                                                       15

ARTICLE XIII- Net, Net Lease
------------  --------------

13.1      Net, Net, Net Lease                                                                            15

ARTICLE XIV - Right of First Refusal
-----------   ----------------------

14.1     Right of First Refusal to Lease                                                                 16
14.2     Right of First Refusal to Purchase                                                              16

ARTICLE XV - Holdover
----------   --------

15.1     Holdover                                                                                         16

ARTICLE XVI - Common Area
------------  ----------

16.1     Common Area                                                                                     17
16.2     Common Area Charges                                                                             17
16.3     Determination and Payment of Common Area Charges                                                17
16.4     Construction Cost                                                                               17

ARTICLE XVII - Environmental
-------------  -------------

17.1     Environmental Matters                                                                           17


ARTICLE XVIII
-------------

18.1     Title                                                                                           18

18.2     Ownership                                                                                       18


                                                                     Standard sc

                                       3
</TABLE>
<PAGE>

                                                                        11/27/01


                                   ARTICLE II

                                Premises and Term
                                -----------------

         2.1  Premises -  LANDLORD  hereby  leases to TENANT  and TENANT  hereby
leases from LANDLORD,  subject to and with the benefit of the terms,  covenants,
conditions and  provisions of this Lease,  the premises shown on Exhibit "A" and
described in Exhibit "B", both annexed  hereto and made a part hereof,  together
with any and all improvements,  appurtenances,  rights, privileges and easements
befitting,  belonging or pertaining thereto and a building no greater than 4,000
square  feet,  so long as such  building is within the  perimeter  of the leased
premises as shown on Exhibit "A".

         2.2 Term - TO HAVE AND TO HOLD for a term  beginning  Ninety  (90) days
(inclusive of the time for objectors to appeal for any approval)  after LANDLORD
has obtained  approval for the  construction  of the branch bank as set forth in
Article 12  (notwithstanding  TENANT may not have  commenced  construction)  and
continuing  for the Lease term of twenty (20) years unless sooner  terminated as
hereinafter  provided.  When  dates of the  beginning  and end of the Lease term
~iave been  determined,  such dates shall be evidenced by a document in form for
recording,  executed by LANDLORD and TENANT and delivered each to the other. 2.3
Option to Extend - So long as TENANT is not in default  hereunder,  TENANT shall
have the right to extend this Lease for three (3) five (5) year terms and one (I
) four (4) year  eleven (1 1 ) month term under the same terms,  conditions  and
provisions as in the original term, at the following rentals:

                  Option Years           1-5                $197,653.00
                                         6-10               $217,418.00
                                        11-15               $239,160.00
                                        16-20               $263,076.00

         TENANT shall give  written  notice of its  intention  to exercise  each
extension  option not less than Ninety (90) days prior to the  expiration of the
then current term. Lack of written notice by TENANT of its intention to exercise
any option prior to ninety (90) days before the  expiration  of the then current
term shall be deemed to constitute exercise of that option by the TENANT.

                                   ARTICLE III

                                  Improvements
                                  ------------

         3.1  Construction of Improvements - TENANT agrees to construct,  at its
sole cost,  a branch  banking  facility,  pursuant  to the  attached  Site Plan,
subject  to  reasonable  approval  by the  LANDLORD  of the  building  plans and
specifications.

         3.2  Contractor - TENANT shall have the right to select and approve the
contractor to complete the construction,  which shall be subject to the approval
of the LANDLORD. Approval by LANDLORD shall not be unreasonably withheld.



                                                                     Standard sc
                                       4

<PAGE>

                                                                        11/27/01


         3.3  Signs - TENANT  shall  have  the  right  to  erect  such  signs as
permitted by applicable zoning  ordinances  within the leased area,  provided it
does not preclude  LANDLORD from  erecting  signs for tenants for the balance of
the shopping center.

                                   ARTICLE IV

                                      Rent
                                      ----

         4.1 The Rent,  Minimum Fixed - TENANT  covenants and agrees to pay rent
to LANDLORD at the original  address of LANDLORD or such other place as LANDLORD
may by notice in writing to TENANT from time to time  direct,  at the  following
rates and times.

         (a) TENANT  agrees to pay to LANDLORD  base  annual  fixed rent for the
Premises in accordance with and in the amount set forth in Paragraph 1.1 "Data".
The base  annual  fixed  rent  shall be paid in equal  monthly  installments  in
advance on the first (1st) day of each month beginning on the Commencement Date.
In addition to the base annual fixed rent,  TENANT sha9 pay as and when the same
become due and owing as additional  rents,  all other monies provided for in the
Lease. It is the parties  intention that all charges and assessments  charged to
or assessed against the Premises shall be the responsibility of the TENANT, such
that the Lease shall be "net, net, net" to the LANDLORD, excepting only interest
and principal on any mortgage made by the LANDLORD and affecting the Premises.

         (b) For  purposes of this Lease,  the  scheduled  increases in the base
annual  fixed rate  shall  occur on the first day of the sixth  (6th),  eleventh
(11th) and  sixteenth  (16th)  years of the Initial  Term as same is  determined
pursuant to Paragraph 2.2 and on the first day of the first (1st),  sixth (6th),
eleventh (11th) and sixteenth (16th), years of the Option Terms.

         (c) If any installment under this Lease is not paid within fifteen (15)
days of the time and at the place and in the  manner  specified,  then  LANDLORD
may, at its option, declare TENANT in default.

                                    ARTICLE V

                                Real Estate Taxes
                                -----------------

         5.1 Real Estate Taxes - As  additional  rent,  TENANT agrees to pay all
real  estate  taxes  levied  upon  the  Premises,  improvements  located  on the
Premises,  the  leasehold  estate,  or any  subleasehold  estate  of any  nature
including special assessments.  The obligation for payment by TENANT of all real
estate taxes shall commence simultaneously with the payment of rent hereunder.

         5.2 Taxes - TENANT  agrees  to pay all taxes  levied  upon  rents  ~and
personal property,  including trade fixtures and inventory,  kept on the demised
Premises,  covered by Section  5.1 after  presentation  to TENANT by LANDLORD of
statements  from the taxing  jurisdiction  in which said  property  is  located.
TENANT,  however,  will pay only the  lowest  discounted  amount and will not be
required to pay



                                                                     Standard sc
                                       5
<PAGE>

                                                                        11/27/01


any  penalty,  interest or cost  occurring  by reason of  LANDLORD'S  failure to
secure said tax statements in a timely fashion from the taxing  authorities  for
any tax required to be paid by TENANT.  LANDLORD may, however, direct the taxing
authorities  to send the  statements  directly to TENANT.  In the event LANDLORD
directs the taxing  authorities to send a statement  directly to TENANT,  TENANT
shall make all such payments  directly to the taxing authority at least ten (10)
days  before any  delinquency  and before any fine,  interest  or penalty  shall
become due or imposed by operation of law for their non-payment. Further, TENANT
shall  furnish  to  LANDLORD  within  ten (10)  days of the  date  when any tax,
assessment  or charge would become  delinquent,  receipts or other  satisfactory
evidence  establishing  the timely  payment of said taxes or  charges.  LANDLORD
further  agrees that  TENANT,  in the name of  LANDLORD,  but at  TENANT'S  sole
expense,  may protest any  assessment  before any taxing  authority  or board or
maintain any necessary  legal action in reference to said  assessment or for the
recovery of any taxes paid  thereon.  Nothing  herein  contained  shall  require
TENANT to pay any income or excess profits,  taxes assessed  against LANDLORD or
any corporation, capital stock, or franchise tax imposed upon LANDLORD.

         5.3 Method of Payment - LANDLORD  shall give  written  notice  advising
TENANT of the amount of real estate taxes, together with a copy of the tax bill,
and TENANT  shall pay such  amount to  LANDLORD  within  thirty  (30) days after
receipt of such notice.  If this Lease shall terminate during a tax year, TENANT
shall pay to LANDLORD; a prorated portion of the amount that would have been due
for the full tax year  based on the  number of days of said tax year  expired on
the date of termination.

                                   ARTICLE VI

                             Utilities and Services
                             ----------------------

         6.1 Utilities and Charges  Therefore - TENANT agrees to pay directly to
the authority charged with the collection  thereof,  all charges for water, gas,
electricity,  sanitary  sewer and sprinkler  changes,  telephone  connection and
standby fees and other utilities used or consumed in the Premises and shall make
its own arrangements  for such utilities.  In the event any such services cannot
be reasonably  procured from any public agency,  and LANDLORD  provides any such
services,  TENANT shall reimburse  LANDLORD for its  proportionate  share of any
such services used or consumed in the demised premises as additional rental.

                                   ARTICLE VII

                          TENANT'S Additional Covenants
                          -----------------------------

         7.1  Affirmative  Covenants  - TENANT  covenants  at its expense at all
times  during  the  Lease  term and such  further  time as TENANT  occupies  the
Premises or any part thereof.




                                 6                                   Standard sc
<PAGE>

                                                                        11/27/01

         7.1.1 Use - TENANT shall use and permit the use of the Premises and the
improvements to be constructed  thereon  primarily for the operation of a branch
bank,  provided that (subject to the other terms and  conditions of this Lease),
TENANT may at any time use the Premises and the building and other  improvements
to be constructed thereon, for any other lawful commercial purposes which do not
conflict with existing  primary uses in the Shopping  Center which forms part of
the common area,  with such uses to be approved by the LANDLORD,  which approval
shall not be unreasonably withheld.  Neither TENANT nor its subtenants,  if any,
shall commit any nuisance, nor permit the emission of any objectionable noise or
odor,  nor bring on,  deposit  or allow to be  brought  on or  deposited  on the
Premises any asbestos materials or any other Hazardous Substance or materials as
the same may be defined by  Federal,  State or local  laws,  rules,  statutes or
regulations or in the Environmental  Rider annexed hereto,  nor use the property
in such a manner which negatively effects the reversion.

         7.1.2 Compliance with Law - To make all repairs, alterations, additions
or replacements to the Premises required by any law or ordinance or any order or
regulation of any public authority  because of TENANT'S use of the Premises,  to
keep the Premises  equipped with all safety  appliances  so required  because of
such use;  to pay all  municipal,  county or state  taxes  assessed  against the
personal  property of any kind owned by or placed in, upon or about the premises
by TENANT;  and to comply with the orders and  regulations  of all  governmental
authorities, as well as all Insurance Carriers and Underwriters.

         7.1.2 (A) TENANT has the right to contest by  appropriate  judicial  or
administrative proceeding, without cost or expense to the LANDLORD, the validity
or application of any law,  ordinance,  order,  rule,  regulation or requirement
("law") which the TENANT  legitimately  deems unduly burdensome or inappropriate
and TENANT shall not be in default for failure to comply with such law until the
legally  permitted  time  following  final  determination  of  TENANT'S  contest
expires;  provided,  however, if LANDLORD gives notice of request,  TENANT shall
first  furnish  LANDLORD  with a bond,  satisfactory  to  LANDLORD  in form  and
insurer,   guaranteeing   compliance  by  TENANT  with  the  contested  law  and
indemnifying  LANDLORD against all liability that LANDLORD may sustain by reason
of TENANT'S failure or delay in complying with the law. LANDLORD may, but is not
required to, contest any such law  independent of TENANT.  On TENANT'S notice of
request, LANDLORD may join in TENANT'S contest.

         7.1.3  Payment for TENANT'S  Work - To pay promptly when due the entire
cost of any work to the  Premises  undertaken  by TENANT and to bond  against or
discharge  any liens for labor or materials  within ten (10) days after  written
request by LANDLORD;  to procure all necessary  permits before  undertaking such
work; and to do all of such work in a good and workmanlike manner, employing new
materials of good quality and complying with all governmental requirements.

         7.1.4 Indemnity and Liability Insurance - To defend with counsel,  save
harmless and indemnify LANDLORD from all claims or damage to or of any person or
property while on the premises



                                                                     Standard sc
                                       7
<PAGE>

                                                                        11/27/01

unless  arising from any  omission,  fault,  negligence  or other  misconduct of
LANDLORD,  and from  all  claims  or  damage  to or of any  person  or  property
occasioned by any omission,  fault,  neglect or other  misconduct of TENANT;  to
maintain in responsible companies qualified to do business in the state in which
the premises is located and in good standing therein, public liability insurance
covering the premises insuring LANDLORD, as well as TENANT, with limits at least
equal to those  stated in Section 1.1,  workmen's  compensation  insurance  with
statutory  limits,  covering all of TENANT'S  employees working in the premises,
and to deposit  promptly with LANDLORD  certificates  for such insurance and all
renewals thereof, bearing the endorsement that the policies will not be canceled
until  after ten (10) days  written  notice to  LANDLORD.  TENANT'S  obligations
hereunder may be satisfied  through a blanket  insurance  policy  covering other
interests of the TENANT.

         7.1.5  LANDLORD'S Right to Enter - To permit LANDLORD and its agents to
examine the premises at reasonable times and to show the premises to prospective
purchasers  and lenders,  provided such entry shall not  unreasonably  interfere
with TENANT'S  operation and conduct of its business in the demised  premises or
compromise security.

         7.1.6 Personal Property at TENANT'S Risk - That all of the furnishings,
fixtures,  equipment, effects and property of every kind, nature and description
of TENANT and of all persons claiming under TENANT, that may be on the premises,
shall be at the sole  risk and  hazard of  TENANT,  and if the whole or any part
thereof shall be destroyed or damaged by fire,  water,  or otherwise,  or by the
leakage or bursting of water pipes, steam pipes or other pipes, by theft or from
any other cause,  no part of said loss or damage is to charged to or be borne by
LANDLORD, except that LANDLORD shall in no event be indemnified or held harmless
or exonerated from any liability resulting from its sole negligence,  failure to
perform any of its obligations  under this Lease or to any extent  prohibited by
law.

         7.1.7  Payment of  LANDLORD'S  Cost of  Enforcement  - To pay on demand
LANDLORD'S expenses, including reasonable attorney's fees, incurred in enforcing
any  obligation  of TENANT  under this Lease or in curing any  default by TENANT
under this Lease as provided in Section 10.4, provided LANDLORD shall prevail in
any judicial proceedings in respect to such enforcement.

         7.1.8  Yield  Up - At the  expiration  of the  Lease  term  or  earlier
termination  of this Lease,  TENANT shall remove all trade fixtures and personal
property,  to repair any damage caused by such  removal,  to remove all TENANT'S
signs  wherever  located and to surrender  all keys to the premises and yield up
the premises,  broom clean and in the same good order and repair in which TENANT
is obligated to keep and maintain the premises by the  provisions of this Lease,
reasonable  wear  and tear and  insured  damage  by  fire,  casualty  or  taking
excepted.  Any  property  not so removed  shall be deemed  abandoned  and may be
removed and disposed of by LANDLORD in such manner as LANDLORD shall  determine,
without  any  obligation  on the part of  LANDLORD  to account to TENANT for any
proceeds  therefrom,  all of which shall become the  property of  LANDLORD.  Any
holdover by TENANT will not be deemed an













                                                                     Standard sc
                                       8

<PAGE>


                                                                        11/27/01

extension of this Lease, and TENANT shall indemnify  LANDLORD against all losses
and damages from a failure to surrender.


         7.1.9 Maintenance - Throughout the term, TENANT shall, at TENANT'S sole
cost and expense  maintain  the premises  and all  improvements  thereon in good
condition and repair,  ordinary wear and tear excepted,  and in accordance  with
all applicable laws, rules,  ordinances,  orders and regulations of (1) federal,
state,  county,  municipal and other governmental  agencies and bodies having or
claiming  jurisdiction  and all of their  respective  departments,  bureaus  and
officials;  (2) the insurance  underwriting board or insurance inspection bureau
having or claiming jurisdiction; and (3) all insurance companies insuring all or
any part of the premises of the improvements  located thereon, or both except as
provided below and subject only to the provisions of Paragraph 9.2, TENANT shall
promptly and diligently repair,  restore and replace as required to maintain the
premises and the improvements in the condition set forth above, or to remedy all
damage to or destruction of all or any part of the improvements.

         (A) The completed work of maintenance,  compliance, repair, restoration
or replacement shall be equal in value,  quality and use to the condition of the
improvements before the event giving rise to the work, unless otherwise provided
for in this Lease.  LANDLORD  shall not be  required to furnish any  services or
facilities  or to make any repairs or  alterations  of any kind in or upon or on
the premises, LANDLORD'S election to perform any obligations of the TENANT under
this  provision on TENANT'S  failure or refusal to do so shall not  constitute a
waiver of any right or remedy for  TENANT'S  default and TENANT  shall  promptly
reimburse,  defend and indemnify LANDLORD against all liability,  loss, cost and
expense arising from it.

         7.1.10  Insurance - TENANT shall maintain in full force and effect,  at
its own cost,  full  replacement  cost coverage  insurance  covering the demised
premises (and all  improvements  for the full  insurable  value) against loss or
damage by fire or  casualty,  with the  usual  extended  coverage  endorsements,
together will  endorsements  protecting  against loss or damage  resulting  from
malicious mischief, sprinkler leakage and vandalism all in amounts not less than
replacement  parts value above foundation  walls.  All insurance  policies shall
name the LANDLORD as its interest may appear.

         7.2 Negative Covenants - TENANT covenants at all times during the Lease
term and such further times as TENANT occupies the premises or any part thereof:

              7.2.1 Overloading Nuisance. etc. - Not to injure, overload, deface
or otherwise harm the premises; nor commit any nuisance; nor make any use of the
premises which is improper, offensive or contrary to any law or ordinance.

              7.2.2  Installation,  Alteration  or  Additions  - Not to make any
installations,  alterations  or  additions  (except  only  the  installation  of
fixtures  necessary for the conduct of its  business),  without on each occasion
obtaining  prior  written  consent  of  LANDLORD,   LANDLORD'S  consent  not  be
unreasonable   withheld.   No  consent  shall  be  required  for   nonstructural
alterations not exceeding $100,000 in cost. No










                                                                     Standard sc
                                       9


<PAGE>

                                                                        11/27/01


addition will be allowed which increases the building size to more than 4,000
square feet, or which violates the terms of Paragraph 2.1 of this Lease.

                                  ARTICLE VIII

                         LANDLORD'S Additional Covenants
                         -------------------------------

         8.1  Warranty on Use - LANDLORD  warrants  and  represents  that at the
commencement  of  construction  it will be the Owner in Fee of the Land shown on
Exhibit "A" and  described  in Exhibit  "B".  LANDLORD  has no  knowledge of and
TENANT  requires that there be no zoning  regulations,  restrictive  agreements,
leases  or other  instruments  which  prevent  the use of the  premises  for the
purpose  intended herein,  nor otherwise  conflict with any of the provisions of
this Lease.  TENANT'S sole and  conclusive  remedy for a breach of this warranty
shall  be  its  right,  at  its  election,  to  terminate  the  Lease  prior  to
commencement of construction.

         8.2 Competing Use - During the term of this Lease,  provided  TENANT is
not in default, LANDLORD agrees not to lease or sell any portion of the project,
of which the leased  premises is a part,  to a commercial  bank,  savings  bank,
savings and loan or credit union.

                                   ARTICLE IX

                               Casualty or Taking
                               ------------------

         9.1 TENANT to Repair or Rebuild in the Event of  Casualty - In case the
Premises  or any part  thereof  shall be  damaged  or  destroyed  by fire  other
casualty, taken (which term or reference to eminent domain action generally, for
the purposes of this Article shall include a sale in lieu of the exercise of the
right of eminent domain) or ordered to be demolished by the action of any public
authority in consequence of a fire or other casualty,  this Lease shall,  unless
it is terminated as provided  below in Section 9.2 or 9.3,  remain in full force
and  effect  and TENANT  shall,  at its  expense,  proceed  with all  reasonable
dispatch,  to repair or rebuild the premises and the  improvements,  or what may
remain thereof,  so as to restore them as nearly as practicable to the condition
they were in immediately prior to such damage or destruction.

         9.2 Right to  Terminate in Event of Casualty - In case of any damage or
destruction  occurring in the last five years of the original term of this Lease
or  during  any  extension  of the  term,  to the  extent  of 50% or more of the
insurable  value of the building,  TENANT may at its option,  to be evidenced by
notice  in  writing  given to the  LANDLORD  within  seven  (7) days  after  the
occurrence of such damage or destruction,  in lieu of repairing or replacing the
building,  elect  to  terminate  this  Lease as of the  date of said  damage  or
destruction.  In the event the TENANT shall so terminate the lease all insurance
proceeds shall become the property of the LANDLORD.

         9.3 Eminent Domain - If the whole, or any part of the demised  premises
shall be taken or condemned  by any  competent  authority  for any public use or
purpose during the term of this Lease,



                                                                     Standard sc
                                       10
<PAGE>

                                                                        11/27/01

TENANT  reserves unto itself the right to prosecute its claim for an award based
upon its  leasehold  interest for such taking,  without  impairing any rights of
LANDLORD for the taking of or injury to the reversion.

         In the  event  that a part of the  demised  premises  shall be taken or
condemned  that (a) the part so  taken  includes  the  building  on the  demised
premises  or any part  thereof or (b) the part so taken  shall  remove  from the
premises 20% or more of the front depth of the parking areas thereof, or (c) the
part so taken shall  consist of 25% or more of the total  parking  area,  or (d)
such partial  taking shall result in cutting off direct  access from the demised
premises to any adjacent  public street or highway,  then and in any such event,
the TENANT may at any time either prior to or within a period of sixty (60) days
after  the  date  when  possession  of the  premises  shall be  required  by the
condemning authority elect to terminate this Lease, or if any option to purchase
the premises is conferred upon the TENANT by any other  provision of this Lease,
may as an  alternative  to such  termination of this Lease elect to purchase the
demised  premises in  accordance  with such  purpose  option.  In the event that
TENANT  shall fail to  exercise  any such option to  terminate  this Lease or to
purchase the premises or in the event that a part of the demised  premises shall
be taken or condemned  under  circumstances  under which the TENANT will have no
such option,  then and in either such event the LANDLORD shall,  with reasonable
promptness, make necessary repairs to and alterations of the improvements on the
demised  premises  for  the  purpose  of  restoring  the  same  to  an  economic
architectural  unit,  susceptible  to the same use as that  which  was in effect
immediately  prior to such taking, to the extent that may have been necessary by
such  condemnation,  subject to a pro-rata  reduction  in  rental.  Any  dispute
resulting  from  Section 9.3 of this Lease shall be  submitted  to the  American
Arbitration Society, whose decision shall be binding on the parties hereto.

                                    ARTICLE X

                                    Defaults
                                    --------

         10.1 Events of Default - If (a) Tenant shall default in the performance
of any of its  obligations to pay rent or additional  rent hereunder and if such
default  shall  continue for ten (10) days after  written  notice from  LANDLORD
designating such default or if within thirty (30) days after written notice from
LANDLORD to TENANT specifying any other non-monetary default or defaults, TENANT
has not commenced  diligently to correct the default or defaults so specified or
has not thereafter  diligently pursued such corrective action to completion,  or
(b) any assignment shall be made by TENANT for the benefit of creditors,  or (c)
if TENANT'S  leasehold  interest shall be taken on execution,  attached,  levied
upon or (d) if a petition is filed by TENANT for adjudication as a bankrupt,  or
for  reorganization  or an arrangement under any provision of the Bankruptcy Act
as then in force and effect, or (e) if an involuntary  petition under any of the
provisions of said  Bankruptcy Act is filed against TENANT and such  involuntary
petition is not dismissed within sixty (60) days thereafter, then, and in any of
such cases, LANDLORD lawfully may exercise all defaults rights







                                                                     Standard sc
                                       11
<PAGE>

                                                                        11/27/01


available  to it under  law,  including  repossession  of the  leased  property,
termination of the lease, and such other rights as may be lawfully permitted.

         10.2 Remedies - In the event that this Lease is terminated under any of
the  provisions  contained in Section 10.1 or shall be otherwise  terminated for
breach of any  obligation  of TENANT,  TENANT  covenants  to pay  punctually  to
LANDLORD all the sums and perform all the obligations  which TENANT covenants in
this Lease to pay and to perform  in the same  manner and to the same  extent at
the  same  time  as if  this  Lease  had  not  been  terminated  so long as such
obligations   shall  have  not  been  rendered   unnecessary  or  impossible  of
performance  by the  subsequent  re-letting  or  other  occupancy  permitted  by
LANDLORD.  In  calculating  the amounts to be paid by TENANT under the foregoing
covenant,  TENANT  shall be  credited  with the net  proceeds of any rent or the
value of other  considerations  obtained by LANDLORD by re-letting the premises,
after  deducting all  LANDLORD'S  expenses in connection  with such  re-letting,
including,  without limitation,  all repossession costs,  brokerage commissions,
reasonable  fees for legal  services and expenses of preparing  the premises for
re-letting,  it being agreed by TENANT that LANDLORD may (i) re-let the premises
or any part or parts thereof, for a term or terms which may at LANDLORD'S option
be equal to or less  than or  exceed  the  period  which  would  otherwise  have
constituted  the  balance  of the Lease  term,  and (ii) make such  alterations,
repairs  and  decorations  in the  premises  as  LANDLORD  in its sole  judgment
considers advisable or necessary to re-let the same.

         Nothing contained in this Lease shall, however,  limit or prejudice the
right of  LANDLORD  to prove for and obtain in  proceedings  for  bankruptcy  or
insolvency by reason of the  termination  of this Lease,  an amount equal to the
maximum  allowed by any  statute or rule of law in effect at the time when,  and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater, equal to, or less than the amounts of the loss or damages
referred to above.

         10.3  Remedies  Cumulative  - Any and all  rights  and  remedies  which
LANDLORD may have under this Lease,  and at law and equity,  shall be cumulative
and shall not be deemed inconsistent with each other, and any two or more of all
such rights and  remedies may be exercised at the same time insofar as permitted
by law.

         10.4 LANDLORD'S and TENANT'S Right to Cure Defaults - LANDLORD may, but
shall not be  obligated  to,  cure at any time,  following  ten (10) days  prior
written  notice to TENANT,  except in cases of emergency when no notice shall be
required,  any default by TENANT  under this  Lease;  and  whenever  LANDLORD so
elects,  all costs and  expenses  incurred  by  LANDLORD,  including  reasonable
attorney's  fees,  in curing a default  shall be paid by TENANT to  LANDLORD  as
additional rent on demand. TENANT shall have a like right to cure any default of
LANDLORD, and TENANT may reimburse itself for the cost thereof out of succeeding
rental payments.





                                                                     Standard sc
                                       12
<PAGE>

                                                                        11/27/01


         10.5 Effect of Waivers on Default - No consent or waiver,  expressed or
implied,  by either party to or of any breach of any  covenants,  conditions  or
duty of the other shall be  construed  as a consent or waiver to or of any other
breach of the same of any other covenant, condition or duty.

                                   ARTICLE Xl

                            Miscellaneous Provisions
                            ------------------------

         11.1 Assignment, Subletting, etc. - LANDLORD'S written consent shall be
required for any assignment,  transfer or subletting except to another financial
institution which consent shall not be unreasonably withheld.

         11.2 Notice  from One Party to the Other - Any notice from  LANDLORD to
TENANT or from  TENANT to  LANDLORD  shall be  deemed  duly  served if mailed by
registered  or certified  mail,  return  receipt  requested,  postage  pre-paid,
addressed,  if to  TENANT,  at the  original  address  of TENANT  or such  other
addresses as TENANT shall have last designated by notice in writing to LANDLORD,
and if to LANDLORD, at the original address of LANDLORD or such other address as
LANDLORD shall have last designated by notice in writing to TENANT.

         11.3 Quiet  Enjoyment - LANDLORD  agrees that upon TENANT'S  paying the
rent  and  performing  and  observing  the  agreements,   conditions  and  other
provisions  on its part to be  performed  and  observed,  TENANT  shall  and may
peaceably and quietly have, hold and enjoy the demised premises during the Lease
term without any manner of hindrance,  disturbance or molestation  from LANDLORD
or anyone  claiming under  LANDLORD,  subject to the covenants and conditions of
this Lease.

         11.4 Recording - TENANT agrees not to record this Lease, but each party
hereto agrees on request of the other, to execute a Notice or Short Form of this
Lease in recordable form in compliance with applicable statutes,  and reasonably
satisfactory  to  LANDLORD'S  and  TENANT'S  attorneys.  In no event  shall such
document  set forth the rental or other  charges  payable  by TENANT  under this
Lease; and any such document shall expressly state that it is executed  pursuant
to the provisions contained in this Lease, and is not intended to vary the terms
and conditions of this Lease.  In the event LANDLORD  and/or TENANT believe that
the Lease has been lawfully  terminated,  abandoned or otherwise of no force and
effect  and the  other  party  will  not  voluntarily  execute  a  Discharge  of
Memorandum of Lease,  the party seeking the Discharge of Memorandum of Lease may
move summarily before the Pennsylvania Court of Common Pleas for a determination
of whether or not the Memorandum of Lease should be discharged.  The other party
consents  to the  jurisdiction  of the  Pennsylvania  Court of Common  Pleas and
agrees to proceed in a summary  manner.  It is expressly  understood  and agreed
that in  addition to the relief  provided  herein,  the  parties  will have such
additional  cumulative  remedies as are  available to it at law or in equity for
damages  suffered  by reason of a  wrongful  refusal to  execute  and  deliver a
Discharge of Memorandum of Lease.









                                                                     Standard sc
                                       13

<PAGE>

                                                                        11/27/01


                                   ARTICLE XV

                                    Holdover
                                    --------

         15.1 Holdover - In the event that TENANT continues in use and occupancy
and holds over in possession of the premises after the expiration of the Initial
Term or, properly  exercised,  the Option Term, in addition to all other damages
to which  LANDLORD  may be  entitled,  the  monthly  rent  during  the period of
holdover shall be in a sum equal to double the amount of the monthly installment
of base  annual  fixed  rent  during  the last  month of the term which has just
expired.  Said  holdover rent shall be in addition to all  additional  rents for
which the TENANT shall be responsible during the holdover period.

                                   ARTICLE XVI

                                   Common Area
                                   -----------

         16.1 Common  Area - LANDLORD  hereby  grants to TENANT,  in common with
LANDLORD and other tenants, with respective invitees and licensees, the right to
use the parking and public areas in the project of which the Leased  Premises is
a part,  subject to the conditions  hereinafter  provided.  TENANT hereby agrees
that:

                  (a)      LANDLORD may designate an area for TENANT'S employee
                           parking

                  (b)      Said parking area will not be used for permanent
                           garaging or overnight parking

                  (c)      TENANT will conform with the reasonable rules and
                           regulations of the Shopping Center common area

                  (d)      LANDLORD agrees that it will permit construction of
                           the parking area in substantial conformance with the
                           attached plan.

         16.2 Common Area Charges - As additional  rental,  TENANT agrees to pay
its pro rata share of the common area  maintenance  costs  which  shall  include
maintenance, landscaping,  illumination, cleaning, snow and ice removals, common
sewerage disposal costs, common signs, and all other common area costs.

         16.3 Determination and Payment of Common Area Charges - All such common
area  charges  shall be deemed  additional  rental  and shall be paid in monthly
installments  equal to 1/12th of  TENANT'S  estimated  common are  contribution.
TENANT'S  common area pro rata shall be  determined  pursuant  to the  following
formula:
<TABLE>
<CAPTION>

<S>                                     <C>                                     <C>
 Total Common Area Charges    x             TENANT Net Square Ft  =             TENANT Common Area
                                            --------------------                        Charges
                                            Total Shopping Center Square Ft
</TABLE>

         16.4 Construction Cost - TENANT shall construct its own building at its
own costs and bear all construction  within its demised premises,  as identified
in Exhibit A.





                                                                     Standard sc
                                       14

<PAGE>

                                                                        11/27/01


                                  ARTICLE XVII

                                  Environmental
                                  -------------

         17.1     Environmental Matters -
                  ---------------------

         A. LANDLORD represents and warrants that any handling,  transportation,
storage,  treatment or usage of hazardous or toxic substances (as defined by any
applicant  government  authority and hereinafter being referred to as "Hazardous
Materials")  that has occurred or will occur on the Demised Premises shall be in
compliance with all applicable  federal,  state and local laws,  regulations and
ordinances.  TENANT  represents and warrants that any handling,  transportation,
storage,  treatment  or usage of  Hazardous  Materials  by TENANT at the Demised
Premises shall be in compliance with applicable  federal,  state and local laws.
LANDLORD  further  represents  and  warrants  that no  leak,  spill,  discharge,
emission or disposal of  Hazardous  Materials  has occurred or will occur on the
Demised  Premises  and that the soil,  groundwater,  soil  vapor on or under the
Demised  Premises  is or  will be free of  Hazardous  Materials  as of the  date
hereof.  LANDLORD agrees to indemnify,  defend and hold TENANT and its officers,
from any  claims,  judgments,  damages,  fines,  penalties,  costs,  Iiabilities
(including sums paid in settlement of claims) or loss including attorney's fees,
consultants  fees,  and expert fees which arise during or after the Primary Term
or any Renewal Term, or in connection with the presence of suspected presence of
Hazardous  Materials  in the soil,  groundwater,  or soil  vapor on or under the
Demised  Premises,  unless such  Hazardous  Materials are present  solely as the
result  of the acts of  TENANT,  its  officers,  employees  or  agents.  Without
limiting the generality of the foregoing, this indemnification shall survive the
expiration  of  this  Lease  and  does  specifically  cover  costs  incurred  in
connection with any  investigation of site conditions or any cleanup,  remedial,
removal or restoration work required by any federal, state or local governmental
agency or political subdivision because of the presence or suspected presence of
Hazardous  Materials  in the soil,  groundwater  or soil  vapor  odor  under the
Demised  Premises,  unless the  hazardous  Materials  are present  solely as the
result  of the acts of  TENANT,  its  officers,  agents  or  employees.  Without
limiting  the  generality  of the  foregoing,  this  indemnification  shall also
specifically cover costs in connection with:

                           1.      Hazardous Materials present or suspected to
                                   be present in the soil, groundwater or soil
                                   vapor on or under the Demised Premises before
                                   the date hereof; or

                           2.      Hazardous Materials that migrate, flow,
                                   percolate, diffuse or in any move onto or
                                   under the Demised Premises after the date
                                   hereof; or

                           3.      Hazardous Materials present on or under the
                                   Demised Premises as a result of any
                                   discharge, dumping, spilling (accidental or
                                   otherwise) onto the Demised Premises during
                                   or after the Primary Term or any Renewal Term
                                   by any person or entity.










                                                                     Standard sc
                                       15





<PAGE>

                                                                        11/27/01


such liens where the holder of such liens has executed  and  delivered to TENANT
in the form attached hereto a Subordination and Non-Disturbance Agreement.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
this day and year first above written.






_______________________________               BY:_______________________________
Attest                                            Thomas H. Arasz
                                                  Senior Vice President/ Real
                                                  Estate Officer





                                             WARRINGTON EQUITIES, LLC



_______________________________               BY:_______________________________
Attest                                           John P. Silvestri
                                                 Managing Member



                                                                     Standard sc


                                       16


<PAGE>