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EXHIBIT 10.7

                                 LEASE AGREEMENT
                                 ---------------

         THIS AGREEMENT OF LEASE is made and executed at Wooster, Ohio, as of
____________, 2001, by and between SHEE-BREE'S, LLC, an Ohio limited liability
company, its successors and assigns (hereinafter referred to as the "Lessor"),
and OHIO LEGACY CORP, an Ohio corporation (hereinafter referred to as the
"Lessee").

         Upon the terms, covenants and conditions hereinafter set forth, Lessor
leases to Lessee and Lessee leases from Lessor, a portion of the premises
described in paragraph 1 below.

1. CONDITIONS SUBSEQUENT. The enforceability of this Lease by either party
(other than the provisions of this Section) shall be subject to the satisfaction
of the following conditions subsequent.

         (a) Approval by the Office of the Comptroller of the Currency (OCC) for
         a branch office to be located in Millersburg, Ohio ("Regulatory
         Approval"); and

         (b) Obtaining of all required or necessary building permits, variances
         or other governmental approvals relating to the use of the real estate.

         Both parties are charged with a duty to act in good faith and due
diligence in fulfilling these obligations.

         In the event either of the Conditions Subsequent are not satisfied,
this Lease shall be null and void and of no further force and effect.

2. DESCRIPTION, CONSTRUCTION OF IMPROVEMENTS AND USE OF PREMISES. Lessor is a
party to a contract to acquire certain real estate located at 219 N. Clay
Street, Millersburg, Ohio, and more particularly described in Exhibit A,
attached hereto and made a part hereof. Lessor further agrees to build a
building on the real property described on Exhibit A, which building shall be
approximately 4,000 square feet inside, together with all necessary and related
appurtenances and improvements thereto, other than as set forth below, all which
shall be built in accordance with requirements set forth in Section 3 below, and
as otherwise set forth herein ("the Improvements") and approximately the same
amount in the basement. The real property described on Exhibit A and the
Improvements shall hereinafter be referred to as the "Premises." Upon completion
of the Improvements, Lessee hereby agrees that it shall use the Premises for the
sole purpose of operating a full service bank branch. Lessee shall not use the
Premises for any other purpose without first obtaining a written consent from
Lessor. Lessee shall be responsible for the construction and all related costs
of those leasehold improvements described in Exhibit B attached.

3. CONSTRUCTION OF IMPROVEMENTS.

         (a) Lessor shall retain a contractor acceptable to Lessee to act as the
         general contractor and shall construct or cause to be constructed upon
         the Premises the above-referenced Improvements in accordance with
         certain plans and specifications (the




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         "Plans") to be prepared by Lessee's architect which shall be approved
         and initialed by Lessor and Lessee upon completion of the Plans. The
         construction budget shall not exceed $550,000. Any amount in excess of
         $550,000 necessary to complete construction of the Premises shall be
         paid by Lessee, provided that Lessee approves such additional
         expenditure in advance. Construction of the Improvements shall be
         subject to the following conditions:

                  (i) The cost of constructing the Improvements shall be the
                  sole expense of Lessor except as set forth above; and

                  (ii) The Improvements being constructed on the Premises shall
                  be completed by Lessor and Lessee's contractors in a good and
                  workmanlike manner, pursuant to the terms of a construction
                  contract which has been reviewed and approved by Lessor and
                  Lessee and which shall be duly and properly executed by Lessor
                  and Lessee's contractors. As noted below, Lessor shall assign
                  to Lessee any warranties obtained by Lessor from any third
                  party contractors, covering all or part of the Premises, the
                  maintenance and repair of which may be the obligation of
                  Lessee hereunder.

         (b) Upon the satisfaction of the Conditions Subsequent, Lessor shall
         diligently attempt to obtain a building permit and shall cause
         construction of the Improvements (hereinafter being defined as the date
         that digging commences for footer locations) to be commenced as soon as
         possible after such building permit has been obtained, and Lessor shall
         proceed with reasonable diligence to complete the construction of said
         Improvements within an eight month construction period thereafter. Once
         construction has been commenced, Lessor shall diligently and
         conscientiously pursue the construction of the Improvements to
         completion. Lessee shall cooperate fully in the construction process to
         assure the timely completion of the Improvements. Further, Lessee
         agrees that Lessor shall not be held responsible for any delay in
         completion of the Improvements when such delay results from any act or
         omission of Lessee, or its employees or agents, strikes, lockouts,
         fires, riots, unusual delay in transportation, failure of supply of
         construction materials, labor, machinery or equipment, other than such
         failure which results from an act or omission on the part of Lessor,
         natural occurrences resulting in damage or delay or any other cause
         beyond the control of Lessor.

         (c) Upon completion Lessor hereby agrees that Lessor shall assign all
         of its rights and options under its separate construction contracts
         with third party contractors, to Lessee and that Lessee shall be a
         third party beneficiary under each such contract and shall be
         authorized to enforce the terms thereof and be entitled to exercise all
         rights of Lessor thereunder. In addition, Lessee shall have the right
         to inspect the Premises and the Improvements during construction, the
         right to receive notice, schedules and test results, the right to make
         a checklist upon substantial completion of the Improvements, the right
         to make a final inspection thereof, and the right to enforce any
         warranty rights or claims in connection with the Improvements. The
         above rights granted to Lessee are for the




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         express purpose of permitting Lessee to monitor construction of the
         Improvements and thereafter, during the term of this Lease, to permit
         Lessee to enforce any representations and warranties and/or to cause
         the applicable contractor to make any repairs required under the
         construction contract. (d) Lessor and Lessee hereby agree that no
         changes shall be made to the Plans for construction of the Improvements
         unless in each case Lessor and Lessee agree in writing upon such
         changes and upon impact which the same shall have upon the cost of
         construction.

4. RESERVED.

5. TERM. The term of this Lease shall be fifteen (15) years. The term will be
measured as commencing upon Lessee's actual occupancy of the Premises. Unless
extended as hereinafter provided, the Lease shall terminate on the fifteenth
anniversary date of such commencement date. Notwithstanding the commencement
date of the term of this Lease, the parties shall be entitled to enforce the
provisions of this Lease prior to such commencement date in accordance herewith.

         Lessee covenants and agrees that it will remain obligated under this
Lease in accordance with its terms and that Lessee will not take any action to
terminate, rescind, or avoid this Lease, notwithstanding the bankruptcy,
insolvency, receivership, reorganization, composition, readjustment,
liquidation, dissolution, winding-up or other proceeding affecting Lessor or any
assignee of Lessor. Lessee will remain obligated under this Lease regardless of
any action with respect to this Lease which may be taken by any trustee or
receiver of Lessor or of any assignee of Lessor in any proceeding or by any
court in any proceeding.

         This Lease shall not terminate and Lessee's duties shall not be
affected by the prohibition, limitation or restriction of Lessee's use of the
Premises, or interference with such use by any private person or corporation.
The rent and all other charges payable under this Lease shall continue to be
payable and the obligations of Lessee shall continue unaffected, for so long as
Lessor or a successor in title which takes subject to this Lease owns the
Premises, unless the requirements to pay or perform are terminated pursuant to
Section 11.

         If not sooner terminated, this Lease shall terminate on the expiration
of the original term or at the end of any subsequent extension or renewal
thereof, and Lessee hereby waives notice to vacate or quit the Premises and
agrees that Lessor shall be entitled to the benefit of all provisions of law
respecting the summary recovery of possession of the Premises from a Lessee
holding over to the same extent as if such notice had been given. Lessee hereby
agrees that if it fails to surrender the Premises at the end of the primary term
hereof or any extension or renewal hereof, Lessee will be liable to Lessor for
any and all damages which Lessor shall suffer by reason thereof, and Lessee will
indemnify Lessor against all claims and demands made by any succeeding Lessee
against Lessor founded upon delay by Lessee in delivering possession of the
Premises to such succeeding Lessee.




                                       3
<PAGE>

         For the period of six months prior to the expiration of the term
hereof, including any extension or renewal hereof, Lessor shall have the right
to display on the exterior of the Premises the customary sign "For Rent",
provided that in any event such sign shall not exceed 2' by 1 1/2'; and during
such period Lessor may show the Premises and all parts thereof to prospective
tenants during normal business hours.

6. RENEWAL TERM. Provided that Lessee is not in default under the terms of this
Lease, Lessee shall have the right to renew this Lease for two additional five
year terms by providing Lessor with notice of Lessee's election to renew at
least six months prior to the expiration of the then current lease term. Upon
such renewal, any reference to the term of this Lease shall be interpreted to
include any renewal term pursuant to this Section.

7. SECURITY DEPOSIT. No security deposit shall be required.

8. RENT. The Rent for the premises shall be Seven Thousand Two Hundred Fifty
Dollars ($7,250) per month commencing on the Commencement Date and continuing
thereafter monthly throughout the first five years of the Lease. This amount
will be re-adjusted every five years, based upon the following schedule: $8,000
per month years 6-10 and $8,800 per month for years 11-15. All monthly
installments of the rent shall be paid in advance by the fifth day of each
calendar month, in legal tender of the United States, without demand or set-off,
at Millersburg, Ohio, or such other place as Lessor may designate from time to
time in writing. In the event the commencement date or the expiration date of
this Lease is other than the first day or last day of a calendar month,
respectively, then Lessee shall pay the rent hereunder for the fractional first
or last month, as applicable, prorated on the basis of a thirty day month.


9. COVENANTS OF LESSEE. Lessee hereby covenants with Lessor that during the term
of this Lease:

         (a) PAYMENT OF RENT. As provided in Section 8 above, Lessee will
         promptly pay the Rent when due at the office of Lessor at Millersburg,
         Ohio, or at such other place as Lessor may designate to Lessee in
         writing.

         (b) UTILITIES. Lessee shall pay during the lease term hereof all
         electrical, water, gas, sewer, telephone, and other public utility
         charges in connection with its occupancy and use of the Premises.

         Other than all necessary wiring, conduits, and other fixtures which are
         necessary to provide basic telephone and other data transmission
         services to the building, and the conduit capacity for Lessee to expand
         such capabilities which are included in the Plans, Lessee shall be
         responsible for providing any telephones, and telephone or data
         transmission equipment necessary for supplying telephone or data
         processing services to the Premises. However, Lessor shall be
         responsible for bringing all of the utilities to the Premises and for
         installing the same to the Building thereon as required by the Plans.




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<PAGE>

         (c) REAL ESTATE TAXES. Lessee shall pay, at least five business days
         prior, when due, all real estate taxes and assessments, general and
         special assessments, fees or late charges, or any other tax imposed or
         levied against the Premises and the buildings and improvements thereon
         ("Taxes") relating to each calendar year during the term of this Lease.
         Lessor shall be responsible for Taxes due and payable during the first
         year of this Lease relating to the period prior to the term of the
         Lease. Lessee shall be responsible for Taxes due and payable after the
         expiration of the Lease, but relating to Taxes due during the period of
         time that the Premises were occupied by Lessee. Five days prior to the
         applicable due date, Lessee shall provide proof of payment of the Taxes
         to Lessor. In addition, and when and if applicable, Lessee shall also
         pay the reasonable cost (including fees of attorneys, consultants and
         appraisers) of any negotiation, contest or appeal pursued by Lessor or
         Lessee in an effort to reduce any such Taxes. For the calendar year in
         which the term of this Lease commences or terminates, the provisions of
         this Section shall apply but Lessee's liability for any such Taxes for
         such year shall be subject to a pro rata adjustment based upon the
         number of days of such tax year falling within the term of this Lease
         and the number of days which the Premises are unimproved.

         (d) PERSONAL PROPERTY TAXES. Lessee will promptly pay when due all
         personal property taxes levied against all personal property of Lessee
         (including but not limited to trade fixtures and equipment) in or on
         the Premises.

         (e) MAINTENANCE AND REPAIR. Lessee, at its sole expense, shall keep and
         maintain all portions of the Premises, including fixtures and
         improvements thereon and personal property therein or thereon, in good
         order, repair, and operating condition. Lessee will not commit or
         suffer to be committed any waste upon or about the Premises, and shall
         promptly, at its own cost and expense, make all necessary repairs,
         whether ordinary or extraordinary, foreseen or unforeseen, to maintain
         the Premises, including all fixtures and leasehold improvements
         thereon, as the same were in at the commencement of the term of this
         Lease (ordinary wear and tear excepted). At its sole expense, Lessee
         shall maintain the exterior of the Premises (including all signs,
         parking lot, and abutting landscape and sidewalks) in good order and
         repair, keeping them clear of all rubbish, debris, dirt, ice, snow and
         other obstacles. In the event a single item of repair or maintenance to
         the Premises exceeds $5,000, Lessee shall not commence such work
         (unless an emergency or required to prevent additional damage to the
         Premises) without Lessor's prior consent, which consent shall not be
         unreasonably withheld.

         (f) LESSEE'S USE AND OCCUPANCY. Lessee shall occupy the Premises upon
         commencement of this Lease and thereafter will continuously use the
         Premises for the permitted use set forth in Section 2 and for no other
         purpose whatsoever. Lessee will use and occupy the Premises in a
         careful, safe, and proper manner; will carefully control and guard all
         machines, equipment, and fires that may be operated therein; and will
         keep all HVAC, plumbing and sewer systems free from obstructions and
         will not at any time



                                       5
<PAGE>

         overburden or exceed the capacity of the mains, feeders, ducts,
         conduits, or other facilities by which utilities are supplied to the
         Premises.

         (g) COMPLIANCE WITH LAWS AND REGULATIONS. Lessee will not use or occupy
         the Premises for any unlawful purpose, and at its sole cost and
         expense, Lessee shall comply with and shall cause the Premises to
         comply with:

                  (i) all present and future federal, state, county, municipal
                  and other applicable governmental statutes, laws, rules,
                  orders, regulations and ordinances affecting the Premises or
                  any part thereof or the occupation or use thereof, including
                  specifically but not limited to CERCLA (Comprehensive
                  Environmental Response Compensation and Liability Act), RCRA
                  (Resource Conservation and Recovery Act) and OSHA
                  (Occupational Safety and Health Act), and those which require
                  the making of any structural, unforeseen or extraordinary
                  changes, whether or not such statutes, etc., which may be
                  hereafter enacted, involve a change of policy on the part of
                  the governmental body enacting the same; and

                  (ii) all rules, orders and regulations of the National Board
                  of Fire Underwriters (or other similar organizations
                  exercising similar functions) in connection with the
                  prevention of fire or the correction of hazardous conditions
                  which apply to the Premises.

         (h) LESSOR' ENTRY. Lessee will permit Lessor or its agents or other
         representatives to enter upon the Premises, at reasonable times, to
         examine the condition of the same.

         (i) SURRENDER OF PREMISES. At the end of the term of this Lease, Lessee
         will surrender and deliver up the Premises in as good order and
         condition as the same now are, or may be put by said Lessor.

         (j) RESTRICTION AGAINST MECHANIC'S LIENS. Lessee covenants and agrees
         that it shall not, during the term of this Lease, permit any lien to be
         attached to or upon the Premises or any part of the Premises by reason
         of any act or omission on the part of Lessee. Lessee agrees to save and
         hold the Lessor harmless from or against any lien or claim of lien. If
         any lien does attach, and is not released within thirty days after
         notice to Lessee, or if Lessee has not indemnified Lessor against the
         lien within the thirty day period, Lessor, in its sole discretion, may
         pay and discharge the lien and relieve the Premises. Lessee agrees to
         repay and reimburse Lessor upon demand, as additional Rent, for any
         amount paid by Lessor to discharge a lien with interest, at a rate
         equal to ten percent per annum.

         Lessee shall be responsible for preparing and filing, subject to
         Lessor's review and approval, all notices of commencement and other
         documents required of property owners by Ohio's Mechanics Lien Law.
         Notwithstanding the above, Lessee may in good faith contest any
         mechanic's, laborers', materialmen's or other liens filed or
         established against




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         the Premises. Lessee may permit the items so contested to remain
         undischarged and unsatisfied during the period of the contest and any
         appeal therefrom, unless the nonpayment of any of the items would
         materially endanger the interest of the Lessor or the Premises or any
         portion which would be subject to loss or forfeiture. If nonpayment
         would impair the Lessor's interest or subject the Premises to loss or
         forfeiture, Lessee shall promptly pay, satisfy and discharge all unpaid
         items or secure the payment by posting a bond, in a form satisfactory
         to Lessor; provided, however, that Lessee shall first notify the Lessor
         of its intention to contest the lien. Lessor will cooperate fully with
         the Lessee in any such contest.

         (k) FIXTURES, EQUIPMENT, ADDITIONS AND LEASEHOLD IMPROVEMENTS. Lessee
         will pay for all business fixtures installed in and leasehold
         improvements made to the Premises for Lessee's use and as required by
         Lessee. Lessee may make such leasehold improvements to the Premises as
         may be acceptable to Lessor upon a showing of Lessee's reasonable need
         for such leasehold improvements. All leasehold improvements including
         business fixtures installed in or upon the Premises shall not be
         removed from the Premises at any time, unless such removal is consented
         to in advance and in writing by Lessor. At the expiration of this Lease
         (either upon the Termination Date or upon such earlier termination as
         provided in this Lease) all such business fixtures shall be deemed to
         be a part of the Premises, shall not be removed by Lessee when it
         vacates the Premises, and title thereto shall vest solely in Lessor
         without payment of any kind to Lessee. However, leasehold improvements
         not deemed fixtures shall be removable by Lessee if so doing will not
         in any way damage the Premises.

         Notwithstanding any of the foregoing to the contrary, Lessee shall be
         permitted to remove all equipment, fixtures, or leasehold improvements
         relating to Lessee's drive-thru banking facilities which were paid for
         by Lessee. In the event the removal causes damage to the Premises,
         Lessee shall restore the Premises to the same condition as existed
         prior to the removal.

         (l) INSURANCE. At its sole cost and expense, Lessee will procure and
         maintain in force during the term of this Lease (including
         construction) policies of: (i) commercial (general liability)
         insurance, covering both Lessee and Lessor (as an additional named
         insured) against liability or damage to all persons or property while
         in or on the Premises, the entry ways thereto, and sidewalks and
         streets abutting thereon, with limits of not less than $1,000,000 in
         general aggregate; and (ii) fire and extended coverage casualty
         insurance on the Premises, including all additions and leasehold
         improvements thereto in an amount equal to the replacement value of the
         Premises. The amount of insurance shall be reviewed from time to time
         by the parties to assure such amounts remain reasonable in light of
         inflation and the general business environment. Any change shall be
         made promptly. Such policies of insurance shall be with companies and
         through brokers qualified to do business in Ohio. Each such policy
         shall contain an endorsement for the benefit of Lessor as an additional
         named insured, and each such policy shall contain an




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         agreement or endorsement that such policy will not be canceled by the
         insurer without at least ten days prior notice to Lessor and Lessee.

         (m) PERSONAL PROPERTY INSURANCE. Lessee shall obtain such coverage as
         it may desire upon all personal property located in or upon the
         Premises and owned or otherwise in the possession of Lessee (including
         specifically, but not by way of limitation, stock in trade, equipment,
         and fixtures).

         (n) INDEMNITY BY LESSEE. Lessee shall indemnify, hold harmless and
         defend Lessor from and against any and all claims, actions, damages,
         liability and expense (including, but not limited to, fees of attorneys
         and other professional fees) in connection with:

                           (i) any failure of Lessee to perform its obligations
                  as provided in Section 9(g);

                           (ii) any loss of life, personal injury and/or damage
                  to property arising from or out of the occupancy or use by
                  Lessee (or any other party using the Premises under Lessee) of
                  the Premises or any part thereof, occasioned wholly or in part
                  by any act or omission of the Lessee, its officers, employees,
                  contractors, agents or invitees; or

                           (iii) by any failure of Lessee to abide by or perform
                  any other term, covenant or condition of this Lease.

         (o)      ASSIGNMENT AND SUBLETTING.

                  (i) Lessee covenants not to assign this Lease, sublet all or
                  any part of the Premises or allow a change in the ownership of
                  the leasehold interest without the prior written consent of
                  the Lessor, which consent shall not be unreasonably withheld.
                  An assignment for the benefit of creditors of Lessee or by
                  operation of law, or by the order or action of any
                  governmental agency, shall not be effective to transfer or
                  assign the Lessee's interest without and unless the Lessor
                  first consents in writing.

                  (ii) Any assignment or subletting by Lessee shall not result
                  in Lessee being released or discharged from any liability
                  under this Lease. As a condition to Lessor's prior written
                  consent as provided for in this Section, the assignee(s) or
                  subtenant(s) shall agree in writing to comply with and be
                  bound by all of the terms of this Lease.
                           (iii) Lessor's consent to any assignment,
                  encumbrance, subletting, occupation, lien or other transfer
                  shall not release Lessee from any of Lessee's obligations
                  under this Lease or be deemed to be a consent to any
                  subsequent occurrence. Any assignment, encumbrance,
                  subletting, occupation, lien or other



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                  transfer of this Lease which does not comply with the
                  provisions of this Section shall be void.

                  (iv) Any assignment or sublease shall recite that it is and
                  shall be subject and subordinate to the provisions of this
                  Lease, and the termination or cancellation of this Lease shall
                  constitute a termination and cancellation of every assignment
                  or sublease.

         (p) LATE CHARGES. If payment due to Lessor from Lessee is not received
         by Lessor within ten days after the due date, a "late charge" of $25.00
         may be charged by Lessor to Lessee, as Rent. The purpose of this
         additional payment is to defray the expense incident to the handling of
         such delinquent payments, and the fee shall be payable by Lessee to
         Lessor upon demand.

         (q) PAYMENT BY CHECK. Payment by check shall always be subject to
         timely collection of the funds represented by the check. If any check
         tendered by or on behalf of Lessee in payment of any sum due under this
         Lease is dishonored and returned to Lessor for any reason, Lessee shall
         be charged the sum of Twenty-five Dollars ($25.00) for each such check,
         which shall be payable as Rent, to defray the expense of handling,
         processing and bookkeeping. Tenant shall promptly replace any
         dishonored check with a check which is the direct obligation of a bank
         or savings and loan institution (certified check, cashier's check,
         official check or money order). The amount of the replacement check
         shall be in the aggregate amount of the payment tendered, plus the late
         charges provided in this Lease, plus the One Hundred Dollar ($100.00)
         charge required by this Section.

         (r)      MORTGAGE SUBORDINATION.

                  (i) Lessor shall have the right to demand and obtain from
                  Lessee a subordination of Lessee's lien arising by virtue of
                  this lease, thereby subordinating Lessee's lien in favor of a
                  mortgage arising from a mortgage loan, or in favor of any
                  mortgage lien of any refinancing or replacing mortgage loan
                  that may become necessary or desirable to Lessor from time to
                  time in the future, and Lessee upon demand by Lessor for same,
                  agrees to execute at any and all times such instruments that
                  may be required by any lending institution or prospective
                  mortgagee in order to effectuate such subordination of
                  Lessee's lien, provided that such documents or agreements are
                  reasonably acceptable to Lessee and Lessee's legal counsel.

                  (ii) It is a condition, however, of the subordination of lien
                  provisions herein provided, that Lessor shall procure from any
                  such mortgagee an agreement, in writing, which shall be
                  delivered to Lessee, providing in substance that so long as
                  Lessee shall faithfully discharge the obligations on its part
                  to be kept and performed under the terms of this lease,
                  Lessee's tenancy will not be disturbed and this lease will not
                  be affected by any default under such mortgage.




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<PAGE>

         (s) CONSTRUCTION PLANS. Lessee shall be responsible for providing
         Lessor with all necessary information with respect to Lessee's
         specifications for and requirements to be included within the
         Improvements such that Lessor shall then be able to obtain the
         preparation of necessary plans and specifications for the construction
         of the Improvements on the Premises pursuant to this lease and shall
         cause them to comply with all applicable laws and building regulations.
         As noted above, upon completion of the Plans, Lessor and Lessee shall
         review and approve of the same and shall evidence such approval by
         initialing the same.

10. COVENANTS OF LESSOR. Lessor hereby covenants with Lessee that during the
term of this Lease (and, where applicable, for such further period as may be
required):

         (a) QUIET ENJOYMENT. If Lessee pays the Rent when due, and keeps and
         performs the covenants of this Lease on the part of Lessee, Lessee
         shall peaceably and quietly hold, occupy, and enjoy the Premises,
         during the term of this Lease and any extension thereof, without any
         hindrance or molestation by Lessor or any person or persons lawfully
         claiming under Lessor.

         (b) WARRANTIES AS TO TITLE AND FITNESS FOR USE. Prior to accepting
         Rent, Lessor warrants that:

                  (i) it shall be the true and lawful owner of the Premises; and

                  (ii) it has good, right and full power to lease the same in
                  the manner aforesaid.

         Except for the foregoing, this Lease is made without warranty of any
         kind, express or implied, as to the fitness of the Premises, for any
         particular use or purpose, and by executing this Lease, Lessee shall be
         deemed to have:

                  (i) accepted the Premises;

                  (ii) acknowledged that the same are in the condition called
                  for hereunder; and

                  (iii) agreed that the obligations of Lessor imposed hereunder
                  have been fully performed.

         (c) INDEMNITY BY LESSOR. Lessor shall indemnify, hold harmless and
         defend Lessee from and against any and all claims, actions, damages,
         liability and expense (including, but not limited to, fees of attorneys
         and other professional fees) in connection with:

                  (i) any loss of life, personal injury and/or damage to
                  property arising from or out of the occupancy or use by Lessor
                  of the Premises or any part thereof,



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                  occasioned wholly or in part by any act or omission of the
                  Lessor, their officers, employees, contractors, agents or
                  invitees; or

                  (ii) by any failure of Lessor to abide by or perform any other
                  term, covenant or condition of this Lease.

11. MUTUAL COVENANTS OF LESSOR AND LESSEE. Both Lessor and Lessee mutually
covenant and agree:

         (a) PARTIAL DESTRUCTION. If, during the lease term and any extensions
         thereto, the building or its appurtenances on the Premises are damaged
         or destroyed by fire, or by any other cause, Lessor shall repair and/or
         rebuild the damaged property. Repair or reconstruction shall be in
         conformance with plans and designs as existed immediately before the
         damage or destruction occurred, subject to changes as may be reasonably
         attributable to governmental restriction or inability to obtain like
         materials or labor, or other causes (other than financial), beyond the
         control of Lessee. All proceeds of insurance carried on the
         improvements pursuant to Section 9(l) of this Lease, payable as a
         result of any damage or destruction, shall be payable jointly to Lessor
         and Lessee and used only for the purpose of such repair or rebuilding.
         Lessor shall restore, repair and/or rebuild the Premises including
         Lessee's leasehold improvements, to the condition existing prior to the
         damage or destruction. Lessee's obligation to pay Rent hereunder shall
         not abate.

         (b) COMPLETE DESTRUCTION. If, during the lease term and any extension
         thereto, the building on the Premises is completely destroyed by fire
         or by any other cause, this Lease shall not terminate and the Rent
         shall not be abated unless Lessor has received the insurance funds on
         the Premises pursuant to Section 9(l) above and Lessee is unable to
         recommence its operations within 90 days of the casualty or such
         destruction occurs within 18 months of the end of the term, as
         extended, in which event, Lessee may terminate the Lease by written
         notice to Lessor. If Lessee exercises Lessee's right to terminate the
         Lease, Lessor shall refund all Rent paid after the casualty and any
         insurance proceeds belonging to Lessee paid to Lessor. Repair or
         reconstruction shall be in conformance with the plans and designs as
         existed immediately before the damage or destruction occurred, subject
         to any changes as may be reasonably attributable to governmental
         restriction, inability to obtain like materials or labor or other like
         causes. If operations are not expected to recommence within 90 days of
         the date of casualty and Lessee elects not to terminate the Lease,
         Lessee's Rental obligation shall abate six months from the date of
         casualty to recommencement of operations.

         (c) DEMAND FOR RENT AND LESSOR'S REMEDIES ON LESSEE'S BREACH.

                  (i) The occurrence of any one or more of the following shall
                  constitute an event of default under this Lease:




                                       11
<PAGE>

                           1. The filing of a petition by or against Lessee for
                           adjudication as a bankrupt or insolvent, or for its
                           reorganization or for the appointment of a receiver
                           trustee of Lessee's property; any receivership
                           proceedings under any provisions of federal law; any
                           assignment by Lessee for the benefit of creditors; or
                           the taking possession of the property of Lessee by
                           any governmental office or agency pursuant to the
                           statutory authority for the receivership,
                           dissolution, or liquidation of Lessee; or any other
                           action by any governmental agency or department which
                           has the effect of divesting Lessee of its interest or
                           control over the Premises.

                           2. Failure of Lessee to pay within ten days after
                           written demand any installment of the Rent or other
                           Rental charge required to be paid by Lessee;

                           3. Failure of Lessee to pay within ten days after
                           written notice and demand any other charges payable
                           to or on behalf of Lessor under this Lease;

                           4. Lessee's failure to perform or abide by any other
                           term, covenant, or condition of this Lease within ten
                           days after written notice and demand, unless the
                           failure absolutely requires more than ten days to
                           cure. In that event, Lessee's failure to proceed
                           expeditiously, continuously, and diligently to cure
                           fully and completely the failure shall constitute an
                           event of default.

                           5. The Lessee shall abandon or vacate said Premises
                           for more than 30 consecutive days due to any reason
                           except partial or total destruction of the Premises.

                  (ii) If an event of default as provided in subsection (i)
                  immediately above occurs, then the Lessor, in addition to all
                  rights and remedies granted under the laws of the State of
                  Ohio, shall have the following rights:

                           1. To re-enter and remove all persons and property
                           from the Premises, and the property may be removed
                           and stored in a public warehouse or elsewhere at the
                           cost of and for the account and sole risk of Lessee,
                           all without service of notice or resort to legal
                           process;

                           2. To terminate the Lease and re-let the Premises for
                           the account of the Lessor or, within the sole
                           discretion of Lessor, to retake possession of the
                           Premises without terminating the Lease and to re-let
                           them for the account of Lessee. In the event that
                           Lessor re-let the Premises for the account of Lessee,
                           then Lessor shall have the right to make any
                           alterations and repairs as may be necessary and to
                           re-let the Premises, or any part




                                       12
<PAGE>

                           thereof, at such Rent and for such term and subject
                           to such terms and conditions as Lessor may deem
                           advisable and receive the Rent. Upon each re-letting
                           for the account of Lessee, all Rentals received by
                           Lessor shall be applied, first to the payment of any
                           indebtedness other than Rent under the Lease from
                           Lessee to Lessor; second, to the payment of any loss
                           and expenses of the re-letting, including brokerage
                           fees and attorney's fees and costs of alterations and
                           repairs; third, to the payment of Rent and other
                           charges payable to and on behalf of Lessor due and
                           unpaid under the Lease; and the residue, if any,
                           shall be held by Lessor and applied in payment of
                           future Rent and other charges payable on behalf of
                           Lessor as it may become due and payable under the
                           Lease. Lessee agrees to pay to Lessor on demand any
                           deficiency that may arise by reason of re-letting,
                           Notwithstanding any re-letting without termination,
                           Lessor may at any time thereafter elect to terminate
                           this Lease for the previous breach.

                           3. Lessee agrees to pay all costs, including "court
                           costs," and expenses of collection and reasonable
                           attorney's fees on any part of the Rent, sums agreed
                           to be treated as Rent and other charges payable by
                           Lessee that may be collected by an attorney, with or
                           without instituting legal action. If Lessee fails
                           promptly and fully to perform and comply with each
                           and every term, covenant, agreement, undertaking, or
                           condition under this Lease and the matter is turned
                           over to Lessor's attorney(s), Lessee shall pay
                           Lessor's reasonable attorney's fees plus costs, where
                           deemed necessary or appropriate by Lessor, whether
                           suit is instituted or not. Lessee shall not be
                           required to reimburse Lessor for attorneys' fees and
                           related costs in excess of $5,000.

         (d) APPROPRIATION BY RIGHT OF EMINENT DOMAIN. If the Premises, or
         substantially all thereof, shall be taken in appropriation proceedings
         or by any right of eminent domain, then this Lease shall terminate and
         be utterly void from the time when possession thereof is required for
         the public use, and such taking shall not operate as or be deemed an
         eviction of Lessee or a breach of Lessor's covenant of quiet enjoyment;
         but Lessee shall pay all Rent due and perform and observe all of the
         covenants hereof, up to the time when possession is required for public
         use. Provided, however, that if only a part of the Premises be so
         taken, and if eight months or more of the term of this Lease, then
         remains unexpired, and if the remaining Premises can be substantially
         restored within 30 days, this Lease shall not terminate, but Lessor
         shall, at the sole expense of Lessee, restore the Premises as near as
         possible to the condition it was in prior to such taking, the Rent
         payable by Lessee during the period of restoration not being reduced,
         and after such restoration, if any, the entire Rent herein reserved
         shall be paid by Lessee as herein provided during the remainder of the
         term of this Lease.

         Lessor shall be entitled to retain any proceeds payable in connection
with the appropriation of the Premises.




                                       13
<PAGE>

         If the Premises, or any part thereof, shall be taken in appropriation
         proceedings or by any right of eminent domain, Lessee shall not share
         any award relating to the taking of any portion of the fee and Lessee's
         award, if any, shall be limited to an award arising out of Lessee's
         interest in the Lease and any claims against the condemning authority
         for loss of Lessee's fixtures and equipment (other than leasehold
         improvements made by Lessee to the Premises).

         Lessor and Lessee agree that, in any proceedings incident to recovery
         of damages resulting from any taking or condemnation, they will, at the
         request of the other, join and cooperate in the prosecution of their
         several respective claims for damages resulting from such taking or
         condemnation.

         (e) RISK OF LOSS AND WAIVER OF LIABILITY. All personal property located
         in or upon the Premises (including, but not limited to, additions and
         improvements made by Lessee to the interior of the Premises, and
         Lessee's inventory, stock in trade, equipment, and fixtures) shall be
         at the sole risk of Lessee.

         Neither Lessee nor any assignee or subrogee of Lessee shall have any
         claim or action, either at law or in equity, over and against Lessor or
         their agents or employees for any loss, cost or damage to the Premises
         caused by or resulting from fire, the elements, or any other cause, of
         whatsoever origin. Lessor likewise agrees that no claims shall be made
         and that no suit or action, either at law or in equity, shall be
         brought by Lessor or by any person, firm or corporation claiming by,
         through, or under Lessor, against Lessee, its successors and assigns,
         for any loss, cost or damage to the Premises (or to any other buildings
         or appurtenances which are or may be located upon the Premises) caused
         by or resulting from fire, the elements, or any other cause, of
         whatsoever origin.

         (f) OWNERSHIP OF IMPROVEMENTS. All equipment and business fixtures
         installed in or made by Lessee to the Premises shall remain the
         personal property of Lessee, any law to the contrary notwithstanding;
         moreover, Lessor shall be the owner of both equipment and business
         fixtures and leasehold improvements without the necessity of payment of
         any kind from Lessor to Lessee upon:

         (i)      the Termination Date; or

                  (ii) any default by Lessee in the performance of any term,
                  covenant or condition of this Lease as provided in Section
                  11(c); or

                  (iii) any governmental condemnation of the Premises.

12. SIGNAGE. Any signage on the exterior of the building on the Premises shall
be in accordance with the plans and specifications approved by Lessor as set
forth in Section 3.




                                       14
<PAGE>

13. NOTICES. All notices and other communications provided for under this Lease
shall be in writing and will be deemed to have been duly given only if delivered
personally or mailed certified return receipt requested to the parties at the
following addresses:

if to the Lessor:

         Shee-Bree's, LLC
         5163 TR 313
         Millersburg, Ohio  44654

if to the Lessee:

         Ohio Legacy Corp.
         305 West Liberty Street
         Wooster, OH 44691
         Attention: L. Dwight Douce

Any party from time to time may change its address by giving notice specifying
such change to the other party hereto.

14. MISCELLANEOUS.

         (a) LEASE APPLICABLE TO SUCCESSORS AND ASSIGNS. This Lease and all the
         covenants, terms, provisions and conditions herein contained shall
         inure to the benefit of and be binding upon the heirs, legal
         representatives and assigns of Lessor, and the successors and assigns
         of Lessee; provided, however, that no assignment or sublease by, from,
         through or under this Lease in violation of any covenant, provision,
         term or condition hereof shall vest in the assigns or sublessee any
         right, title or interest whatever.

         (b) RECORDING. If either party shall desire to record this Lease, the
         parties will execute and record a short Memorandum of Lease.

         (c) HEADINGS. The section headings are inserted only as a matter of
         convenience and reference and in no way define, limit, or describe the
         scope and intent of this Lease nor in any manner affect this Lease.

         (d) GOVERNING LAW. This Lease shall be governed in accordance with Ohio
         law.

         IN WITNESS WHEREOF, the parties hereto have signed this Lease Agreement
the day and year first above written.


         Witnesses:                                           LESSOR:




                                       15
<PAGE>

                                             SHEE-BREE'S, LLC,
                                             an Ohio limited liability company

                                             By:
--------------------------                   Name:___________________________
                                             Its ____________________________
--------------------------


                                             LESSEE:

                                             OHIO LEGACY CORP.

                                             By:
-------------------------
                                                  L. Dwight Douce, President



STATE OF OHIO              )
                           )  ss:
COUNTY OF ___________      )

         Before me, a Notary Public in and for said State, personally appeared
the above named SHEE-BREE'S, LLC, an Ohio limited liability company, by
_______________, its ______________, who acknowledged that he did sign the
foregoing instrument and that the same is the free act and deed of such limited
liability company and of him personally and as such member.

         In Testimony Whereof, I have hereunto set my hand and official seal at
_______________, Ohio, this _____ day of _________, 2001.



                                          Notary Public


STATE OF OHIO     )
                  )  ss:
COUNTY OF WAYNE   )

         Before me, a Notary Public in and for said State, personally appeared
the above named Ohio Legacy Corp, an Ohio corporation, by L. Dwight Douce, its
President, who acknowledged



                                       16
<PAGE>

that he did sign the foregoing instrument and that the same is the free act and
deed of said corporation, and the free act and deed of him personally and as
such officer.

         In Testimony Whereof, I have hereunto set my hand and official seal at
Wooster, Ohio, this ______ day of _________________, 2001.




                                              Notary Public

This instrument prepared by:
Daniel H. Plumly, Esq.
Critchfield, Critchfield & Johnston, Ltd.
225 N. Market Street
P. O. Box 599
Wooster, OH  44691-0599
Telephone:  (330) 264-4444



                                       17
<PAGE>

                                    EXHIBIT A
                                    ---------

         Situated in the State of Ohio, County of Holmes and Village of
Millersburg, and being more fully described as follows:

PARCEL A:
---------

Being a part of Outlot Number Ten (10) in the Second Addition to the Town of
Millersburg, Ohio, commencing on the West line of said Lot 103 feet North of the
South West corner thereof, thence North 53 feet 6 inches, thence East 231 feet,
thence South 53 feet 6 inches, thence West 231 feet to the place of beginning,
and known on the Auditor's duplicate as Part of Inlot No. 398.

PARCEL B:
---------

Being a part of Out Lot Number Ten (10) in said Village of Millersburg;
commencing on the West line of said Lot 44 feet North of the southwest corner of
said lot; thence North 59 feet along said West line; thence East parallel with
the south line of said lot 142 feet; thence South parallel with the East line 59
feet; thence West parallel with said South line 142 feet to the place of
beginning. Said premises numbered by the Auditor for taxation as Part of Inlot
No. 397.

EXCEPTING FROM PARCEL A: Beginning at an iron pin set at the southeast corner of
Lot 398 the TRUE POINT OF BEGINNING.

Thence with the following FOUR (4) COURSES:

1)       N 85E 14' 30" W 51.00 feet along the south line of Lot 398 to an iron
         pin set;

2)       N 4E 54' 00" E 53.50 feet to an iron pin set on the lot line;

3)       S 85E 14' 30" E 51.00 feet along the north line of Lot 398 to an iron
         pin set at the NE corner of said Lot 398;

4)       S 4E 54' 00" W 53.50 feet along the E line of Lot 398 to the TRUE POINT
         OF BEGINNING.

This parcel contains 0.063 acre, but subject to all easements of record.
See Holmes County Plat Book 12, Page 495 for survey
This Survey made and description prepared by Donald C. Baker, PS 6938.
April 27, 1990. Parcel No. 07-03327 & Parcel No. 07-01221.



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