AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE

      THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE (this "Agreement")
is made and entered into as of September 28, 2007 (the "Effective Date"), by and
between First National Bank of Chester County,  a national  banking  association
("Seller") and FTN Ramp, LLC, a Delaware limited liability company ("Buyer").

                              W I T N E S S E T H:

      WHEREAS,  Seller is the owner in fee simple of approximately  2.2 acres of
real estate commonly referred to as 202 Carter Drive, West Chester, Pennsylvania
19382; and

      WHEREAS,  Seller  desires  to  sell  such  real  estate  and  all  of  the
improvements  located  thereon to Buyer and Buyer  desires to purchase same from
Seller; and

      WHEREAS,  conditioned  upon the sale of such real  estate to Buyer,  Buyer
desires to lease such real  estate  back to Seller,  all subject to the terms of
this Agreement.

      NOW,  THEREFORE,  for and in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller and Buyer hereby agree as follows:

1.      Property to be Conveyed.  Subject to the terms and conditions  contained
herein,  Seller shall sell to Buyer,  and Buyer shall purchase from Seller,  the
real  property  more  particularly  described  on Exhibit A attached  hereto and
incorporated herein by reference (the "Land"),  together with (i) all buildings,
improvements and structures of every kind and description  erected,  situated or
placed thereon (the  "Improvements"),  (ii) all rights,  privileges,  royalties,
minerals,  water,  oil  and  gas  rights  and  profits,  easements,   tenements,
hereditaments, appendages and appurtenances belonging or in any way appertaining
thereto,  including  rights of ingress  and egress  thereto,  (iii) all  rights,
title,  interest  and estate of Seller in and to any  streets,  sewers,  utility
capacity,  roadways,  sidewalks,  curbs, alleys and areas adjoining the Land, or
portions  thereof,  whether  vacated  by  law  or  ordinance,  conditionally  or
otherwise,  (iv) all property of any kind or nature annexed, affixed or attached
to and on the Land or to any  Improvements  as of the Closing Date (as such term
is defined in Section 11.A below) (the  "Fixtures"),  (v) to the extent the same
are legally  assignable  by Seller to Buyer,  all of Seller's  right,  title and
interest in and to any and all warranties and guarantees  currently in force and
effect with respect to the Improvements and Fixtures,  all licenses,  variances,
permits or similar documents relating to the ownership of the Land, Improvements
and  Fixtures  and all plans,  drawings,  specifications,  surveys,  engineering
reports and other  technical  descriptions  of the Property  (collectively,  the
"Miscellaneous  Property"), and (vi) all of Seller's interest as the landlord or
licensor in any leases,  licenses,  occupancy  agreements,  or other  agreements
demising  space in or on, or  providing  for the use of and/or  occupancy of the
Improvements  on the  Land  (all  of  the  foregoing,  including  the  Land,  is
collectively referred to as the "Property").

2.    No Assumed Liabilities. Except as specifically set forth herein, Buyer and
Seller agree that Buyer is not assuming any debts, liabilities or obligations of
Seller,  and Buyer hereby  disclaims any debts,  liabilities  or  obligations of
Seller not so  specifically  assumed.  The  provisions  of this  Section 2 shall
survive Closing.

3.    Purchase Price.

      A.    Amount and  Payment.  The purchase  price for the Property  shall be
THREE MILLION FIVE HUNDRED THIRTY THOUSAND DOLLARS  ($3,530,000)  (the "Purchase
Price"), subject to all
<PAGE>

adjustments  in accordance  with this  Agreement to be made on the Closing Date,
which Purchase Price, as adjusted, shall be paid on the Closing Date by Buyer to
Seller by certified funds or wire transfer.

      B. Purchase Price Allocation.  Buyer and Seller hereby agree that attached
hereto as Exhibit B is an allocation of the Purchase  Price  reflecting the fair
market value of the  buildings on the Land,  the site  improvements  on the Land
excluding  such  buildings,  the Land,  and any other item with respect to which
Exhibit B sets forth an allocation. The allocation shall be binding on Buyer and
Seller. [Allocation to be made by Buyer subject to Seller's approval.]

4.    Conveyance of Property.  On the Closing Date, Seller shall convey to Buyer
good and  marketable  fee simple title to the Property by general  warranty deed
(the "Deed"),  in form attached hereto as Exhibit C and  incorporated  herein by
reference, free and clear of all liens, charges, claims, actions,  encumbrances,
easements,  leases,  occupancy  agreements,  conditions  or title  exceptions or
matters of any kind whatsoever, except the Permitted Exceptions (as such term is
defined  in  Section 6 below).  The  description  of the Land in the Deed  shall
conform to the legal  description  thereof contained in the Title Policy and the
Survey (as such terms are  defined in Section 6 below) as  accepted  by Buyer in
accordance  with  Section 6 below.  Buyer may, at its option,  take title to the
Property  in the name of any  nominee,  assignee,  subsidiary  or  other  entity
designated  by  Buyer.  Seller  shall  convey  to  Buyer,  by bill  of sale  and
assignment  executed by Seller (the "Bill of Sale") in form  attached  hereto as
Exhibit D, the Fixtures and  Miscellaneous  Property,  free and clear of any and
all liens, security interests, encumbrances,  conditions, easements, assessments
and  restrictions.  Except  as  set  forth  in  the  Bill  of  Sale,  furniture,
furnishings and movable equipment located on the Land or in the Improvements are
excluded from the sale and purchase contemplated in this Agreement.

5.    Inspection  Period.  Buyer shall be under no  obligation  to purchase  the
Property or otherwise  perform under this Agreement  unless Buyer determines the
Property to be, in all  respects,  suitable  for its  intended  purposes,  Buyer
approves  the  physical  and  environmental  condition of the Property and Buyer
receives all approvals necessary for Buyer's intended purposes. The decisions as
to whether the Property is suitable for Buyer's intended purposes, whether Buyer
has received all approvals and whether the physical and environmental  condition
of the  Property is  acceptable  to Buyer shall be the sole  decisions of Buyer,
determined in the absolute  discretion of Buyer,  with Buyer's  decisions  being
final and binding  upon Buyer and  Seller.  Buyer shall have until the sooner of
(i) the Closing Date (as hereinafter defined) or (ii) thirty five (35) days from
the  Effective  Date  (the  "Inspection  Period")  to notify  Seller of  Buyer's
termination  of  this  Agreement  due  to  Buyer's  determination  in  its  sole
discretion  that the Property is  unsuitable.  If Buyer shall elect to terminate
this Agreement on or before the expiration of the Inspection  Period,  except as
otherwise provided in this Agreement  (including without  limitation,  Section 8
below),  neither  Buyer nor  Seller  shall  have any  further  right,  duty,  or
obligation  under this Agreement.  If Buyer fails to notify Seller by the end of
the Inspection Period either that (a) Buyer is terminating this Agreement due to
Buyer's  determination  the Property is unsuitable,  or (b) Buyer is waiving the
conditions of this Section 5, this Agreement  shall  automatically  terminate on
the day following the expiration of the Inspection Period.  Seller hereby grants
to Buyer,  its  contractors,  agents and employees,  the right and license to go
onto the  Property,  after  reasonable  notice  to  Seller,  including  into the
Improvements,  for the purpose of conducting surveys,  tests,  inspections,  and
evaluations and sampling which Buyer may require or desire in its assessment and
inspection of the Property.  In consideration  for granting Buyer such access to
the Property, Buyer hereby agrees to indemnify,  defend and hold harmless Seller
from and against any and all actions, causes of action, claims, demands, duties,
liabilities,  obligations, judgments, damages, losses, fees, costs and expenses,
including  reasonable  attorneys',  consultant's and expert witness' fees, costs
and expenses (collectively, "Claims"), arising solely by reason of any injury to
any person on or about the Property or damage to the Property and caused  solely
by any of Buyer or Buyer's Agents in performing  Buyer's on-site  inspections of
the Property. Notwithstanding the preceding sentence, Buyer has no obligation to
indemnify,  hold harmless or defend  Seller with respect to any damages  arising
out of Seller's  own  negligence  or willful  misconduct.  This  Section 5 shall
survive

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<PAGE>

the Closing or the  termination  of this  Agreement.  Buyer agrees to return the
Property  to  substantially  the  same  condition  as it  existed  prior to such
investigation and inspection, to the extent reasonably possible. Buyer shall not
perform any invasive  tests and  inspections  of the Property  without  Seller's
prior written consent, which consent shall not be unreasonably withheld, delayed
or conditioned. In performing Buyer's on-site inspections of the Property, Buyer
shall not unreasonably disturb Seller and Buyer shall permit a representative of
Seller  to  observe  Buyer's  on-site  inspections  of the  Property.  Prior  to
commencing  any  entry  onto  the  Property,   the  Buyer  and  its  agents  and
representatives,  as the case may be, shall provide to Seller a  certificate  of
insurance covering the acts of such parties while on the Property and any damage
to persons or property caused by any of their acts on or about the Property.

6.    Title Insurance and Survey.

      A.    Title to the Property  shall be good and marketable and insurable by
a reputable  title  insurance  company.  Title to the Property shall be conveyed
free and clear of all mortgages,  liens (including  mechanic's and materialman's
liens),  security  interests,  UCC  financing  statements,   judgments,  claims,
encumbrances,  encroachments,  rights of way, easements, agreements,  covenants,
conditions,  restrictions  or  declarations  running with the  Property  (except
existing zoning  restrictions),  agreements of sale (other than this Agreement),
purchase  option,  right of first  refusal or offer or similar  option or right,
leases and other possessory agreements or other similar agreements purporting to
or that may convey or affect an  interest  in, or affect the quality or state of
title  to, or the use of  occupancy  of,  the  Property,  and any other  matters
affecting  title,  except  for  the  following  (collectively,   the  "Permitted
Exceptions"):  (i) current  taxes not yet due and payable  and  assessments  for
improvements not yet due and payable;  (ii) applicable zoning and building laws,
codes and ordinances; (iii) any mechanic's lien or other matter caused by Buyer;
(iv) existing water, sewer, electric, gas, telephone and other utility and storm
water and  drainage  easements  or rights of way of record;  (v)  easements  and
rights of way of record of public water,  sewer,  electric,  gas,  telephone and
other utility companies or providers to maintain pipes,  poles,  wires and other
improvements  presently  serving  the  Property;  (vi)  easements,   agreements,
covenants,  conditions,  restrictions or declarations  running with the Property
recorded more than ninety (90) days prior to the Effective Date  restricting the
use of the Property that (a) are not presently  violated or being violated,  (b)
do not contain a clause under which the Property would be forfeited if they were
violated,  (c) do not prohibit the present use of the  Property,  and (d) are no
more  restrictive  than applicable law including  zoning,  use and building code
ordinances;  and (viii)  exceptions to title accepted,  or deemed  accepted,  by
Buyer pursuant to Paragraph 6 B.

      B.    Within twenty five (25) days after the Effective  Date,  Buyer shall
obtain its title  insurance  commitment for its acquisition of the Property (the
"Title  Commitment") from the licensed title insurance agent or company selected
by Buyer's for purposes hereof ("Buyer's Title Agent") and deliver a copy of the
Title  Commitment to Seller  together with written  notice of any  exceptions to
title disclosed in the Title  Commitment to which Buyer objects  ("Buyer's Title
Notice").  In connection  with Buyer's  Title  Notice,  Buyer may also deliver a
survey of the Property  together with written  notice of any exceptions to title
disclosed in the survey to which Buyer objects. Seller shall have seven (7) days
after receipt of Buyer's Title Notice to agree to take all actions  necessary to
remove,  and to obtain the  agreement  of Buyer's  Title Agent to remove,  at or
before the Closing,  all such  exceptions to title to which Buyer  objected.  If
Seller  fails to timely  agree to remove all such  exceptions  to title to which
Buyer objected, or Seller fails to remove all such exceptions that Seller agreed
to remove at or before the Closing, or, notwithstanding any such undertakings by
Seller,  title to the  Property  cannot be  conveyed  to Buyer at the Closing in
accordance with the  requirements  of this Agreement,  then Buyer shall have the
option  of:  (i)  taking  such  title as  Seller  can  convey  and  waiving  the
unfulfilled  condition,  without  abatement of the Purchase  Price  (unless such
defects are liens, judgments,  security interests or other monetary encumbrances
of ascertainable  amounts,  in which event the amounts thereof shall be deducted
from the Purchase Price);  or (ii) terminate this Agreement by written notice to
Seller,  in which  event

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<PAGE>

Seller and Buyer shall be released  from all  further  liability  to each other,
except those that expressly survive the termination of the Agreement.

      C.    Notwithstanding the foregoing  provisions of this Paragraph,  at the
Closing,  Seller shall convey to Buyer good and  marketable  fee simple title to
the Property,  such as shall be insured for the Purchase  Price by Buyer's Title
Agent, free and clear of all: existing mortgages, liens, claims, taxes (federal,
state  and  local)  pledges,   security  interests,   judgments,   encumbrances,
easements,  agreements,  covenants,  conditions,  restrictions  or  declarations
running  with the  Property  (other  than those  included  within the  Permitted
Exceptions)  and leases  and other  rights of  occupancy.  At the  Closing,  all
buildings,  structures  and  improvements  shall be  within,  and no  buildings,
structures or improvements of adjoining lands shall encroach upon, the Property.

      D.    During the twenty  five (25) day period  after the  Effective  Date,
Buyer may cause to be prepared an on-the-ground,  staked, boundary survey map of
the Land,  showing all  Improvements,  drawn in accordance  with Buyer's  Survey
Requirements,  which are attached hereto as Exhibit E and incorporated herein by
reference (the "Survey"). The metes and bounds description of the Land resulting
from the  Survey,  if and as  accepted  by Buyer,  shall  upon  such  acceptance
supersede and replace the description of the Land set forth on Exhibit A for all
purposes and shall be the legal description used in the Deed and Title Policy.

7.    Representations  and Warranties of Buyer. Buyer represents and warrants to
Seller that, as of the Effective Date and as of the Closing Date:

      A.    Buyer has lawful  power and  authority  to purchase  the Property as
contemplated  and has taken all requisite  action to authorize the execution and
delivery of this Agreement and all Transaction required of Buyer hereunder.

      B.    The execution and delivery of this Agreement and the consummation of
the Transactions  contemplated hereby will not result in any breach of the terms
or conditions of, or constitute a default under, any instrument or obligation to
or by  which  Buyer  may be bound or  affected,  or  violate  any  order,  writ,
injunction  or decree of any court in any  litigation to which Buyer is a party,
or violate any law. The persons  executing this Agreement on behalf of Buyer are
duly authorized to bind Buyer herein.

8.    Delivery of Seller's Due Diligence  Documents.  Within five (5) days after
the Effective Date, Seller shall deliver to Buyer copies of any and all permits,
site  improvement  plans,  surveys,  evidence of title,  owner's title policy or
commitment  for title  insurance,  abstracts  of title  covering  the  Property,
attorney's  title  opinion,  environmental  reports  or studies  concerning  the
Property, building plans and specifications, approvals, and applications for and
actual  permits,  variances  and  approvals  with respect to the  Property,  and
complete and  accurate  copies of any leases,  licenses or occupancy  agreements
affecting  the  Property,   including  any  riders  or  amendments   thereto  or
modifications thereof, in Seller's possession or within Seller's control, to aid
Buyer in its due diligence.  The date such due diligence documents are delivered
to Buyer is referred to as the "Seller's  Document  Delivery Date." Prior to the
date hereof,  Seller has delivered to Buyer a Self Appraisal and Assessment Form
containing  certain  disclosures and  representations  by Seller  concerning the
value and  condition  of the  Property,  a copy of which is  attached  hereto as
Exhibit F and  incorporated  herein by reference  (collectively,  the  "Seller's
Disclosure   Statements").   In  the  event  any  of  Seller's   disclosures  or
representations  set  forth  in this  Agreement  or in the  Seller's  Disclosure
Statements are materially untrue, inaccurate, incomplete or otherwise misleading
in any  material  respect  and not  remedied  by  Seller to  Buyer's  reasonable
satisfaction,  and Buyer terminates this Agreement on or prior to the expiration
of the  Inspection  Period,  then  Seller  shall be  responsible  for all  costs
actually  incurred  by or on behalf  of Buyer in  conducting  its due  diligence
hereunder,  including without limitation, costs of the appraisal, the Commitment
and search  fees,  the

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<PAGE>

Survey  and  the  building  and  environmental  inspections  (collectively,  the
"Inspection Costs") up to a maximum amount of twenty thousand dollars ($20,000).
No later than thirty (30) days after the Effective Date, Seller shall deliver to
Buyer a zoning letter from the appropriate municipality in which the Property is
located  stating  (i) the zoning  classification(s)  of the  Property,  (ii) the
permitted  uses of such  zoning  classification,  and (iii) the  Property  is in
compliance  with  all  applicable   zoning   requirements   (including   without
limitation, set back, parking, height and lot density requirements).

9.    Representations,  Warranties,  and Covenants of Seller. Seller represents,
warrants and  covenants to Buyer that,  as of the  Effective  Date and as of the
Closing Date:

      A.    Authority; Binding Agreement; Consents. This Agreement and all other
      documents  executed  by  Seller  in  connection  herewith  have  been duly
      authorized,  executed and delivered by Seller.  Seller is authorized to do
      all things  required under this Agreement and the Master Lease (as defined
      below) and to consummate the transactions herein and therein contemplated.
      This Agreement  constitutes,  and upon the Closing,  the Master Lease will
      constitute,  the legal,  valid and binding agreement of Seller enforceable
      against  Seller in accordance  with their  respective  terms.  No consent,
      approval or  authorization  of any person or entity,  nor any declaration,
      filing  or  registration  with  any  governmental  or  quasi  governmental
      authority or other entity, is required to be made or obtained by Seller or
      by any  Affiliate  (as such term is defined  below in this Section 9.A) of
      Seller in  connection  with the  execution,  delivery and  performance  by
      Seller  of the  transactions  contemplated  to be  consummated  by  Seller
      hereunder  and under the Master  Lease.  For  purposes of this  Agreement,
      "Affiliate"  shall  mean:  (i) any  person or entity  which,  directly  or
      indirectly,  is in  control  of, is  ---------  controlled  by or is under
      common  control with the party for whom an affiliate is being  determined,
      or (ii) any person or entity who is a director or officer  (or  comparable
      position) of any entity  described in clause (i) above or of the party for
      whom an affiliate is being determined.  For purposes hereof, control of an
      entity shall mean the power, direct or indirect,  to: (a) vote 10% or more
      of the  securities  having  ordinary  voting  power  for the  election  of
      directors (or comparable positions) of such entity, or (b) direct or cause
      the direction of the  management  and policies of such entity,  whether by
      contract or otherwise and either alone or in conjunction with others.

      B.    No  Violations.  To the best of  Seller's  knowledge,  there  are no
      violations  of state or federal law,  municipal or county  ordinances,  or
      other legal requirements with respect to the Property. Seller has received
      no notice (oral or written) that any  governmental  agency has  determined
      that there are such violations.

      C.    Environmental  Matters. To the best of Seller's  knowledge,  neither
      the Property nor Seller's  conduct thereon or operation  thereof  violates
      any  environmental  laws,  and to  the  best  of  Seller's  knowledge,  no
      condition or event has occurred with respect to the Property  which,  with
      the giving of notice,  lapse of time or both, would constitute a violation
      of any  environmental  laws.  To the best of Seller's  knowledge,  neither
      Seller nor Seller's  Affiliate,  and no predecessor in interest,  adjacent
      landowner  or  other  person  or  entity  has,  buried,  dumped,  spilled,
      released, stored, manufactured, disposed of or used any hazardous material
      on or at  any of the  Property  in  violation  of any  environmental  law.
      Neither  Seller nor any  Affiliate  of Seller has received any notice from
      any person or entity  that the  Property  (or any  portion  thereof) is in
      violation  of any  environmental  law, or that Seller or any  Affiliate of
      Seller is responsible (or potentially  responsible) for the remediation of
      any hazardous material at, on or beneath any part of the Property.  To the
      best of Seller's knowledge, no part of any of the Property has been listed
      on the  National  Priorities  List  of  the  United  States  Environmental
      Protection  Agency  or any  listing  maintained  by  any  state  or  local
      regulatory agency of sites where releases might have occurred or hazardous
      material  conditions might exist.  Seller has timely filed or caused to be
      filed all reports required to be filed with respect to all of the Property
      and has generated and maintained all

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<PAGE>

      required data, documentation and records under all environmental laws with
      respect  thereto,  and has  heretofore  made  complete  copies of all such
      reports,  data,  documentation  and  records  available  to Buyer.  Seller
      represents  and  warrants  to Buyer  that the  environmental  reports  and
      studies  delivered  by Seller to Buyer under  Section 8 of this  Agreement
      constitute all environmental  reports and studies obtained or commissioned
      by Seller or within Seller's  possession,  knowledge or control pertaining
      to the Property or any portion  thereof.  Neither Seller nor any Affiliate
      of Seller has filed any notice under any environmental law with respect to
      any of the Property indicating past or present on-site treatment,  storage
      or  disposal  of any  hazardous  material  or  reporting  a release of any
      hazardous  material  into the  environment.  There are no above  ground or
      underground   storage  tanks  located  on  the  Property.   There  are  no
      groundwater  monitoring wells located at the Property.  Neither Seller nor
      any  Affiliate of Seller has  conducted,  or caused to be  conducted,  any
      environmental  study,  assessment or review of any of the Property  except
      those which have already been delivered to Buyer.  To the best of Seller's
      knowledge,  no friable  asbestos  is located at any of the  Property,  and
      there is no violation of any  environmental law with respect to any of the
      Property  which  requires  or  may  require  any  remediation   under  any
      environmental law.

      D.    Ownership  of  Property.   Seller  possesses  good,  marketable  and
      insurable  fee simple  title to the  Property  and shall be able to convey
      title to the Property to Buyer on the Closing Date as required  hereunder.
      Except as otherwise disclosed herein or in the Title Commitment, there are
      no unrecorded agreements regarding right-of-ways,  shared access, parking,
      party walls or otherwise affecting the Property.

      E.    Litigation.  There is no action,  suit or  proceeding  pending or to
      Seller's knowledge, threatened by or against or otherwise affecting Seller
      or the Property which does or may affect the Property or title thereto.

      F.    Prior Options. No prior options or rights of first refusal have been
      granted by Seller to any third  parties to purchase or lease any  interest
      in the Property, or any part thereof.

      G.    Mechanics Liens. On the Closing Date, Seller will not be indebted to
      any contractor, laborer, mechanic, materialmen,  architect or engineer for
      work, labor or services  performed or rendered,  or for materials supplied
      or furnished,  in connection  with the Property for which any person could
      claim a lien against the Property.

      H.    Conflicts.   The  execution  and  entry  into  this  Agreement,  the
      execution and delivery of the documents and instruments to be executed and
      delivered by Seller on the Closing Date, and the  performance by Seller of
      Seller's duties and obligations under this Agreement and of all other acts
      necessary and  appropriate  for the full  consummation of the purchase and
      sale of the Property as contemplated  herein,  are consistent with and not
      in  violation  of, and will not create any adverse  condition  under,  any
      contract, agreement or other instrument to which Seller is a party, or any
      judicial order or judgment of any nature by which Seller is bound.

      I.    Condemnation.   There  are  no  taking,   condemnation  or  rezoning
      proceedings,  pending or, to Seller's knowledge, threatened, affecting any
      portion of the Property.

      J.    Non-Foreign  Person.  Seller is not a  "foreign  person"  within the
      meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

      K.    Use of Property. The use being made of the Property is in conformity
      with the  certificates  of occupancy  issued for the Property,  except for
      such  nonconformities  which  do not,  individually  or in the  aggregate,
      materially detract from the value of, or impair in any significant

                                       6
<PAGE>

      way the current use of, the Property.  The Property is in compliance  with
      all building,  fire,  zoning and other  ordinances,  codes and regulations
      applicable  thereto,   except  for  such  noncompliances   which  do  not,
      individually or in the aggregate, materially detract from the value of, or
      impair in any  significant  way the  current  use of,  the  Property.  The
      Property  and the  present  use and  condition  thereof do not violate any
      applicable  deed   restrictions  or  other   covenants,   restrictions  or
      agreements,  site plan  approvals,  zoning or  subdivision  regulations or
      urban  redevelopment  plans  applicable  thereto,  as modified by any duly
      issued variances, except for such violations which do not, individually or
      in the aggregate,  materially  detract from the value of, or impair in any
      significant way the current use of, the Property.

      L.    Property.  A complete  copy of the real property tax bill(s) for the
      Property  for the current  tax year and bills with  respect to any special
      assessments affecting any of the Property have been delivered by Seller to
      Buyer. All special assessments with respect to the Property which were due
      and payable prior to the Effective Date have been paid in full. Seller has
      not  received any written  notice of, nor to Seller's  knowledge is there,
      any proposed  increase in the assessed  valuation of any of the  Property.
      The Property includes all of the real property used in connection with the
      operation of Seller's business at the location of the Property  including,
      but not limited to, any drive-up  facility  whether or not contiguous with
      the main  parcel of real  property.  There are no persons or  entities  in
      possession of any of the Property  other than Seller.  Neither Seller nor,
      to the  best of  Seller's  knowledge,  any  other  party  to any  easement
      agreement affecting any of the Property is in default  thereunder,  and no
      event has  occurred  which,  with the giving of  notice,  lapse of time or
      both, would constitute such a default thereunder. All maintenance payments
      with respect to any easement agreements  affecting the Property which were
      due and payable prior to the date hereof have been paid. All water, sewer,
      gas,  electricity,  telephone and other utilities serving the Property are
      supplied  directly to the Property by facilities  of public  utilities and
      are  adequate  for the full  operation  of the  business  being  conducted
      thereon.  To Seller's knowledge,  no governmental  authority nor any other
      person or entity  plans to change  any  highways  or road  systems  in the
      vicinity of any of the  Property or to restrict or change  access from any
      such  highway  or road to any of the  Property  or plans any  improvements
      which might result in a special  assessment  against any of the  Property.
      Each parcel  comprising  the  Property  abuts on and has direct  vehicular
      access to a public  road,  or has access to a public road via a permanent,
      irrevocable,  appurtenant  easement of record benefiting such parcel,  and
      access to such  Property is provided by paved  public  right-of-ways  with
      adequate curb cuts available.  The foundation,  structure and roof of each
      Improvement  comprising a part of the Property are sound in all  respects.
      All of the  mechanical  systems  of the  Improvements  are in at least the
      condition set forth on the Seller's Disclosure Statements.

      M.    Seller's   Disclosure   Statements.   All  of  the  information  and
      disclosures  provided  or  made  by  Seller  on  the  Seller's  Disclosure
      Statements are true and correct and do not contain any untrue statement of
      a material  fact or omit to state a material  fact  necessary  to make the
      statements contained therein not misleading.

      N.    Leases.  There  are no  leases,  subleases,  concession  agreements,
      licenses or other rights to occupancy  currently  affecting  the Property,
      whether  Seller or an Affiliate of Seller is the  landlord,  sub-landlord,
      tenant or subtenant thereof.  There are no oral agreements relating to the
      use or occupancy of the  Property  between  Seller and any other person or
      entity.  Other  than  the  Permitted  Exceptions,  there  are  no  service
      contracts,   management   agreements,   liens  or  other  encumbrances  or
      restrictions which shall be in force or effect as of the Closing.

      O.    Flood Zone. None of the  Improvements on the Property are located in
      an area as identified  by the Federal  Emergency  Management  Agency as an
      area having special flood hazards.

                                       7
<PAGE>


      P.    Certificate of Occupancy;  Licenses.  All  certifications,  permits,
      licenses and approvals,  including  without  limitation,  certificates  of
      completion  and  occupancy  permits  required of Seller for the legal use,
      occupancy and operation of the Property as a full service bank  operations
      center facility (collectively, the "Licenses"), have been obtained and are
      in full  force  and  effect.  The use  being  made of the  Property  is in
      conformity with the certificate of occupancy issued for the Property.

      Q.    Separate  Lots.  The  Property  is  comprised  of one  (1)  or  more
      contiguous  parcels  which  constitute a separate tax lot or lots and does
      not constitute or include a portion of any other tax lot not a part of the
      Property.

      R.    No  Change  in Facts or  Circumstances;  Disclosure.  All  financial
      statements  and rent  rolls  submitted  by Seller in  connection  with the
      transactions   contemplated   by  this  Agreement  and  the  Master  Lease
      (collectively,  the "Transactions") are accurate,  complete and correct in
      all  material   respects.   All  other   written   information,   reports,
      certificates  and  other  documents   submitted  by  Seller  to  Buyer  in
      connection with the Transactions  are, to the best of Seller's  knowledge,
      accurate,  complete  and  correct in all  material  respects.  Except with
      respect to such representations and warranties contained in this Agreement
      or the  Master  Lease  which are  qualified  as being  made to the best of
      Seller's  knowledge,  all representations and warranties made by Seller in
      this Agreement or in the Master Lease, are accurate,  complete and correct
      in all material respects.  There has been no material adverse change known
      to Seller in any condition,  fact,  circumstance  or event that would make
      any such information inaccurate, incomplete or otherwise misleading in any
      material  respect or that otherwise  materially and adversely  affects the
      Property or the business  operations or the financial condition of Seller.
      Seller has  disclosed to Buyer all material  facts known to Seller and has
      not failed to disclose any material fact known to Seller that is likely to
      cause  any  representation  or  warranty  made  herein  to  be  materially
      misleading.

Except for fraud and legal claims that cannot be waived by the written agreement
of the parties, the representations and warranties of Seller under this Section
9 shall survive Closing for a period of only one (1) year.

10.   Buyer's  Conditions   Precedent.   The  obligations  of  Buyer  hereunder,
      including without  limitation,  the obligation to close on the purchase of
      the Property,  are conditioned on the following conditions precedent being
      in effect or  complied  with to the  satisfaction  of Buyer,  or waived in
      writing by Buyer, on and as of the Closing Date:

      A.    Representations and Covenants. The representations and warranties of
      Seller  set forth in  Section  9 above  shall be true and  correct  on the
      Closing Date to the same extent as if made and given on the Closing  Date,
      and the  covenants  and  agreements  of  Seller  herein  shall  have  been
      performed or complied with by Seller.

      B.    No  Material  Adverse  Change.  No  material  adverse  change to the
      Property or the business  operations or the financial  condition of Seller
      shall have  occurred  since the date set forth on the Seller's  Disclosure
      Statements.

      C.    Title Policy.  Buyer shall be satisfied  with the Commitment and the
      Survey  as set  forth in  Section  6 above,  and  Title  Company  shall be
      irrevocably  committed  to issue  the  Title  Policy  to Buyer in the form
      required immediately upon recording of the Deed.

      D.    Actions Against Seller or Property.  There shall be no action,  suit
      or other proceeding pending or threatened before any court or governmental
      agency against Seller or the Property

                                       8
<PAGE>

      which  would  interfere  with  Seller's  ability  to  carry  out  Seller's
      obligations  hereunder,  or which presents a risk of the imposition of any
      liability on Buyer. Seller shall not have received any written complaints,
      claims,  citations,   inquiries,   reports  or  notices  relating  to  the
      condition,  use or  occupancy  of the  Property  or  compliance  with  any
      applicable laws.

      E.    Deliveries  by Seller.  Seller shall have  executed and delivered or
      caused to be executed and  delivered to Buyer  and/or Title  Company,  all
      documents, instruments,  affidavits,  indemnities and information required
      to be  delivered as herein  provided or required by Title  Company for the
      issuance of the Title  Policy.  Seller shall have complied with all of its
      other obligations under this Agreement.

      F.    Ownership  by Seller.  Seller  shall be the sole fee simple owner of
      the  Property  and capable of  tendering  to Buyer title to the  Property,
      subject only to the Permitted Exceptions as required hereunder.

      G.    Master  Lease.  Seller shall have  executed and delivered to Buyer a
      lease for the  Property  by and between  Seller as  "Tenant"  and Buyer as
      "Landlord",  in the form  attached  hereto as  Exhibit H and  incorporated
      herein by reference  (the "Master  Lease").  The annual Base Rent (as such
      term is defined in Section  3.1 of the Master  Lease) for the first  (1st)
      year of the term shall be  $264,750.00;  and the annual Base Rent for each
      of the lease years two (2) through fifteen (15) shall be increased by 1.0%
      of the annual Base Rent for the immediately preceding year.

      H.    Intentionally Deleted.

      I.    Legal Opinions. Buyer shall have received one or more legal opinions
      from  counsel   satisfactory   to  Buyer,   each  in  form  and  substance
      satisfactory  to Buyer,  to the effect that (i) the Seller is duly formed,
      validly  existing and in good  standing in the state of its  formation and
      the state in which the Property is located,  and (ii) this  Agreement  and
      all other documents executed by Seller in connection herewith or therewith
      have been duly authorized,  executed and delivered by Seller. In rendering
      such   opinion(s),   counsel  may   require   and  rely  upon   reasonable
      representations contained in letters from Buyer and Seller.

      If any of the  foregoing  conditions  precedent  are not  satisfied by the
      Closing Date, Buyer shall have the option of either (a) waiving compliance
      with any one or more of the conditions precedent set forth in this Section
      10 and closing this  transaction,  or (b)  terminating  this  Agreement by
      giving  written  notice to Seller,  in which  event,  except as  otherwise
      provided herein (including  without  limitation Section 8 and Section 10.H
      above),  neither Buyer nor Seller shall have any further,  right,  duty or
      obligation under this Agreement.

11.   Closing.

      A.    Closing Date. The sale and purchase transaction contemplated by this
      Agreement (the "Closing")  shall be closed on or ------- before  September
      28, 2007 (the "Closing Date"), except that Seller, in its sole discretion,
      shall have the right to -------------  extend the Closing Date until on or
      before  October 4, 2007,  upon written  notice to Buyer.  If Buyer desires
      that the  Closing  occur prior to said date,  Buyer may deliver  notice to
      Seller in writing,  specifying the date selected by Buyer for the Closing,
      which  notice  shall be delivered no later than five (5) days prior to the
      Closing Date selected by Buyer.  Seller and Buyer shall have delivered all
      Closing  Documents  (as  such  term is  defined  below)  in trust to Title
      Company  at the office  which  Buyer will  identify  to Seller  during the
      Inspection  Period, as soon as practicable after Buyer and Seller finalize
      or obtain the Closing Documents,  but in no event later than September 28,
      2007,  unless  extended  by  Seller  herein.

                                       9
<PAGE>

      Seller and Buyer shall, concurrently with the execution of this Agreement,
      execute a Joint Escrow Instruction  Agreement (the "Escrow  Agreement") in
      the form attached hereto as Exhibit J.

      B.    Closing Procedure.

            1.    Seller  shall  deliver  or cause to be  delivered  each of the
      following  items to the Title Company as the same are completed to be held
      and delivered  pursuant to the Escrow  Agreement with First American Title
      Insurance  Company  (the "Title  Company"),  which shall also  execute the
      Escrow Agreement and act as escrow agent thereunder.

                  (A) the duly  executed and  acknowledged  Deed  conveying  the
            Property (excluding the Miscellaneous Property) to Buyer;

                  (B) the duly executed and acknowledged  Bill of Sale conveying
            the Miscellaneous Property to Buyer;

                  (C) the duly executed Master Lease;

                  (D) an executed affidavit in accordance with the provisions of
            Section  1445 of the Internal  Revenue  Code of 1986,  as amended in
            form  attached  hereto  as  Exhibit  K and  incorporated  herein  by
            reference;

                  (E) evidence acceptable to Title Company and Buyer authorizing
            consummation by Seller of the purchase,  sale and lease  transaction
            contemplated hereby and the execution and delivery of the applicable
            Closing Documents on behalf of Seller;

                  (F) all  additional  documents  and  instruments  which in the
            opinion of Title Company are necessary to consummate the transaction
            contemplated  hereunder,  including without  limitation,  an owner's
            affidavit of title  executed by Seller  acceptable  to Title Company
            and  Buyer in form  attached  hereto as  Exhibit L and  incorporated
            herein by reference;

                  (G) mortgage and other  releases and Uniform  Commercial  Code
            termination  statements  executed,  if required,  by the appropriate
            secured party and in a form appropriate for recording or filing,  as
            applicable,  that are sufficient to release any  encumbrance or lien
            against the Property other than the Permitted Exceptions;

                  (H) originals,  to the extent in Seller's  possession or under
            Seller's  control,  of  surveys,   drawings,   permits,   variances,
            licenses,   leases,   warranties  and  guarantees  covered  by  this
            Agreement  and the  zoning  letter  required  pursuant  to Section 8
            above;

                  (I) a closing  statement  (to be  prepared  by Title  Company)
            showing the applicable adjustments to the Purchase Price as provided
            herein; and

                  (J)  a   certificate   by  Seller  to  the  effect   that  its
            representations and warranties contained herein are true and correct
            as of the Closing.

            2.    Buyer  shall  deliver  or  cause to be  delivered  each of the
      following items to Title Company:

                  (A)   evidence   acceptable   to  Title   Company  and  Seller
            authorizing   consummation   by  Buyer  of  the  purchase  and  sale
            transaction  contemplated  hereby and

                                       10
<PAGE>

            the execution and delivery of the  applicable  Closing  Documents on
            behalf  of  Buyer   (including   without   limitation,   Secretary's
            certificates,  corporate resolutions,  incumbency certificates and a
            copy of the  assignment  from  the  originally  named  Buyer  to the
            assignee, as applicable);

                  (B) all  additional  documents  and  instruments  which in the
            opinion of Title Company are necessary to consummate the transaction
            contemplated hereunder;

                  (C) the duly executed Master Lease;

                  (D) the Purchase  Price as adjusted as required  herein (which
            shall be delivered on the Closing Date); and

                  (E) a closing  statement  (to be  prepared  by Title  Company)
            showing the applicable adjustments to the Purchase Price as provided
            herein.

            All of the foregoing items to be delivered by Seller and Buyer shall
      be referred to collectively as the "Closing  Documents." The provisions of
      this Section 11.B shall survive Closing.

            C.    Proration of Taxes,  Assessments;  Utilities and Rents. Seller
      shall be  responsible  for all  unpaid ad  valorem  taxes due and  payable
      within the calendar year and for all taxes  assessed  against the Property
      up to and  including the Closing Date.  Seller and Buyer  acknowledge  and
      agree that Seller and Buyer shall enter into the Master Lease effective as
      of the  Closing  Date  and,  by  the  terms  thereof,  Seller,  as  tenant
      thereunder, shall be responsible for all real estate taxes and assessments
      (including special  assessments)  levied against the Property.  As between
      Buyer and Seller,  Buyer shall not be liable or responsible to pay for any
      taxes assessed against the Property after the Closing Date during the term
      of the Master Lease.  Seller shall promptly forward to Buyer copies of all
      property tax bills and statements on the Property received by Seller after
      the   Closing.   On  the  Closing   Date,   Seller  also  shall  have  the
      responsibility  of paying all state,  county or local  transfer  taxes and
      documentary  stamps, if any, occasioned by the conveyance of the Property.
      Seller  also  shall pay any and all  rollback  taxes and  recoupment  fees
      occasioned by the sale of the Property.  Seller shall be  responsible  for
      all  utilities  incurred  against  the  Property up to and  including  the
      Closing  Date,  and  pursuant  to the  Master  Lease,  Seller,  as  tenant
      thereunder,  shall be responsible for all utilities  incurred  against the
      Property  after the Closing Date  throughout the term of the Master Lease.
      No proration of utilities  will occur at the Closing.  The  provisions  of
      this Section 11.C shall survive Closing.

            D.    Possession.  Upon the Closing,  including  without  limitation
      execution of the Master Lease,  Seller shall continue in possession of the
      Property as tenant under the Master Lease.  Except for the tenancies under
      the Master Lease,  Seller  warrants to Buyer that, as of the Closing,  the
      Property shall be free of all  tenancies,  occupancy  agreements  (whether
      contingent or not) and other rights regarding possession.

12.   Costs of the Parties.

      A.    Seller's  Costs.  Seller  shall pay the costs  and  expenses  of (1)
      preparing all documents  which Seller is required to deliver,  and (2) all
      other performance by Seller of its obligations hereunder.

      B.    Buyer's  Costs.  Except  as  otherwise  provided  herein  (including
      without limitation Section 8 above), Buyer shall pay as incurred the costs
      of (1) recording  all  instruments  to be

                                       11
<PAGE>

      recorded in connection with the sale of the Property,  (2) the Commitment,
      the Title Policy premium,  search fees and costs of the Endorsements,  (3)
      the  Survey,  (4) the Phase I (and  Phase II if  necessary)  Environmental
      Report(s),   (5)  the  appraisal  of  the   Property;   (6)  the  building
      inspections, (7) all documents which Buyer is required to deliver, and (8)
      all other performance by Buyer of its obligations hereunder.

      C.    Brokerage  and Other  Costs.  Seller  acknowledges  that (i) Grubb &
      Ellis Management Services, Inc. (the "GEMS") has been ---- involved as the
      real estate  broker in this  transaction  for Buyer and shall provide real
      estate brokerage,  program  management,  due diligence  coordination,  and
      inspection  services in connection with the  transactions  contemplated by
      this Agreement (the "Real Estate  Services"),  and (ii) Buyer has retained
      one or more  third  parties to assist  Buyer  with  ----------------------
      various  program  administration  services,  including  financing,  credit
      analysis and structuring services (the "Financing  ----------  Services").
      Seller shall not be responsible for any fees for such Real Estate Services
      or  Financing  Services.  Buyer and  --------  Seller each  represent  and
      warrant  that it has  dealt  with no  broker,  agent  or other  person  in
      connection  with this sale,  purchase and lease of the Property other than
      as described above.  Buyer and Seller agree to indemnify and hold harmless
      the other from and against any claims by any broker, agent or other person
      claiming a commission  or other form of  compensation  by virtue of having
      dealt with the indemnifying  party with respect to the sale,  purchase and
      lease of the Property  contemplated by this  Agreement.  The provisions of
      this Section 12.C shall survive Closing.

13.   Maintenance  of Property.  For the period from the Effective  Date through
the  Closing  Date,  Seller  shall:  (i) not sell or  otherwise  dispose  of the
Property or any part thereof  except to Buyer,  (ii) maintain the Property in as
favorable a condition as the same is in on the Effective  Date,  normal wear and
tear excepted, (iii) cause to be maintained in force, fire and extended coverage
insurance  covering the Property for the full  replacement  value thereof,  (iv)
neither transfer nor remove any Fixtures from the Property,  except for purposes
of  replacement  thereof,  in which  case such  replacements  shall be  promptly
installed  prior to Closing  and the  quality of such items shall be equal to or
exceed the original  quality of the items being replaced,  or (v) enter into any
leases as to any portion of the  Property or any other  contract  affecting  the
Property without Buyer's consent in each case. The provisions of this Section 13
shall survive Closing.

14.   Condemnation.  If, prior to the Closing,  condemnation  or eminent  domain
proceedings  are proposed,  threatened  or commenced  against any portion of the
Property,  Seller shall immediately  notify Buyer of such event. In the event of
any such  proceedings,  either Buyer or Seller may terminate  this  Agreement by
written  notice to the other party  within  five (5) days after  receipt of such
notice,  in which  event  this  Agreement  shall be  terminated  and  except  as
otherwise  provided  herein  (including  without  limitation  Section  8 above),
neither Buyer nor Seller shall have any further right,  duty or obligation under
this  Agreement.  In the event Buyer and Seller  elect to close the purchase and
sale contemplated  under this Agreement,  Buyer shall be entitled to receive any
and all  condemnation  awards payable as a result of such  proceeding and Seller
shall execute such  assignment  and other  applicable  documents as Buyer or the
applicable   governmental   authority  may  reasonably  require  to  effect  the
assignment to Buyer of the condemnation proceeds required by this Section 14.

15.   Casualty.  Risk of loss to the Property  shall be borne entirely by Seller
until the Closing.  Notwithstanding  the foregoing,  if prior to the Closing any
portion of the Property is damaged,  destroyed or lost by fire or other casualty
and  the  cost  to  repair  such  damage  exceeds   $25,000.00  (a  "Substantial
Casualty"),  Seller shall immediately notify Buyer of such event and specify the
amount  and  terms  of the  insurance  proceeds  available.  In the  event  of a
Substantial  Casualty,  either  Buyer or  Seller  may  elect to  terminate  this
Agreement by written  notice to the other party within ten (10) days after Buyer
receives notice of the Substantial Casualty from Seller;  provided,  however, in
the event that only Seller (and not Buyer)  elects to terminate  this  Agreement
due to a  Substantial  Casualty,  Seller  shall be liable to Buyer

                                       12
<PAGE>

and shall pay Buyer for the Inspection  Costs.  If either Buyer or Seller elects
to terminate this Agreement due to a Substantial  Casualty,  except as otherwise
provided herein,  neither Buyer nor Seller shall have any further right, duty or
obligation under this Agreement. If Buyer and Seller elect to close the purchase
and sale  contemplated  herein,  Buyer shall be entitled to receive at Closing a
credit against the Purchase  Price in an amount equal to any insurance  proceeds
which have been paid to Seller (together with the amount of any deductible under
Seller's  casualty  policy)  and an  assignment  of the  rights  to any  further
insurance  and/or  recovery to which Seller is or may be entitled.  Seller shall
execute  such  assignment  and  other  applicable  documents  as  Buyer  or  the
applicable  insurer  may  require  to  effect  the  assignment  to Buyer of such
insurance  proceeds.  Seller shall promptly repair and restore all damage to the
Property arising from any casualty that is not a Substantial Casualty, with such
repairs and restoration to be completed in all events before the Closing Date.

16.   Indemnification.  Seller  agrees  to  indemnify,  defend  and  hold  Buyer
harmless from and against any and all causes of action, claims, rights, demands,
liabilities,  losses,  damages,  judgments  and expenses,  including  reasonable
attorneys'  fees,  court  costs and other  legal  expenses  that Buyer may incur
whether or not litigation is commenced,  arising from or in connection with: (i)
Seller's  misrepresentation  or breach of any representation or warranty in this
Agreement; provided, however, Buyer gives Seller notice during the period during
which the  subject  representation  or warranty  shall  survive,  (ii)  Seller's
nonfulfillment  of any covenant  under this  Agreement,  (iii) any  liability of
Seller to any party not being  assumed  by Buyer  hereunder,  including  without
limitation,  all obligations  and liabilities  with respect to the Property that
relate to the period of time prior to and as of the Closing  Date,  (iv) any act
or omission  occurring  in  connection  with the  Property  through the close of
business  on the Closing  Date,  or (v) any  liability  for  personal  injury or
property  damage  which has  occurred on the  Property  or any  portion  thereof
through  the close of  business  on the Closing  Date.  The  provisions  of this
Section 16 shall survive Closing.

17.   Remedies.

      A.    Default by Buyer.  If Buyer defaults  hereunder in its obligation to
      close,  as Seller's sole remedy  hereunder,  Seller may elect to terminate
      this Agreement, in which event Seller shall receive from Buyer copies (and
      originals  when  available)  of Buyer's  inspection  reports  and  studies
      obtained  hereunder,  including  the  appraisal,  the  Commitment  and the
      Survey, and this Agreement shall be deemed null and void and neither party
      shall have any  further  duties,  liabilities  or  obligations  hereunder,
      except those that expressly survive the termination of this Agreement, and
      in consideration  thereof,  Seller hereby waives and releases any right to
      (and hereby agrees that it will not) sue Buyer for specific performance of
      this Agreement or to recover actual damages.

      B.    Default by Seller.  If Seller  defaults in its  obligation  to close
      hereunder or otherwise defaults under any of Seller's  obligations of this
      Agreement, after receipt of five (5) days notice to cure (the "Seller Cure
      Period"),  then  Buyer  shall  ------------------  have the right to:  (a)
      terminate this Agreement,  in which event Seller shall reimburse Buyer for
      its Inspection Costs under this Agreement in an amount not to exceed Sixty
      Thousand  and 00/100  Dollars  ($60,000.00)  and this  Agreement  shall be
      deemed  null and void and neither  party  shall have any  further  duties,
      liabilities or obligations hereunder,  except those that expressly survive
      the  termination  of this  Agreement,  or (b) file an action in a court of
      competent  jurisdiction to seek to compel Seller to  specifically  perform
      its duties, liabilities and obligations hereunder; provided, that if Buyer
      wishes to  commence  such an action in specific  performance,  Buyer shall
      commence  such  action  within  ninety  (90)  days  after the later of the
      expiration  of the  Seller  Cure  Period  or the  scheduled  date  for the
      Closing; and, further provided,  that in either event, Buyer shall also be
      entitled to recover from Seller its actual damages incurred as a result of
      such  default.  The parties  hereby

                                       13
<PAGE>

      agree that the  failure on the part of Seller to extend the  Closing  Date
      beyond  September  28,  2007,  shall not  constitute  an event of  default
      hereunder.

      C.    Remedies  Cumulative.  All rights,  privileges and remedies afforded
            Buyer  and  Seller  by this  Agreement  shall  not be deemed to be a
            waiver of any other right,  remedy or privilege provided for herein,
            subject,  however,  to the  limitation on remedies set forth in this
            Agreement,  including without  limitation those set forth in Section
            17.A of this Agreement.

18.   Assignment.  Seller and Buyer  acknowledge Buyer intends to assign Buyer's
interest in this  Agreement  before  Closing to a third party.  Buyer may assign
this  Agreement and the rights,  duties,  interests,  and  obligations  of Buyer
hereunder  to a third party (the  "Assignee")  on the Closing  Date  without the
consent of Seller.  Buyer shall provide  Seller with notice of any assignment by
Buyer.  Upon execution of an assignment and assumption  agreement  between Buyer
and  Assignee  which  provides  for  Assignee's  assumption  of Buyer's  rights,
obligations,  and duties under this  Agreement,  Seller shall fully  release and
discharge  Buyer as  named on page 1 of this  Agreement  (for  purposes  of this
Section 18, the "Named Buyer") from all obligations, duties, liabilities, claims
and  responsibilities  of Buyer under this Agreement and in connection  with the
Property. After any such assignment, Seller will look solely to Assignee for the
performance  and  discharge  of all the  duties,  obligations,  liabilities  and
responsibilities  of Buyer under this  Agreement,  as if  Assignee  had been the
original  Buyer  under  this  Agreement.  Upon the  assignment  and  assumption,
Assignee shall become the "Buyer" under this Agreement, with all rights, duties,
interests,  liabilities and obligations of Buyer  hereunder.  If such assignment
shall be made,  then the sale of the  Property  contemplated  by this  Agreement
shall be consummated  in the name of the Assignee or its assignee.  Seller shall
not assign this  Agreement to any person or entity,  and any such  assignment or
attempted  assignment shall be void and of no force or effect. The provisions of
this Section 18 shall survive Closing.

19.   Survival of Covenants and Agreements. To the extent provided herein, those
covenants,   agreements,   indemnifications,   representations   and  warranties
contained herein that expressly survive Closing, shall survive the Closing Date,
payment of the  Purchase  Price,  delivery and  recordation  of the Deed and any
investigation  of the  Property  made by Buyer  (whether  before  or  after  the
Closing) and, to the extent a survival period is specifically  set forth herein,
for only such time period.

20.   Amendment  and  Modification.   Any  alteration,   change,   amendment  or
modification  hereof,  in order to become  effective,  shall be made by  written
instrument or endorsed hereon and, in each such instance,  executed on behalf of
Buyer and Seller.

21.   Notices. All notices, consents, requests, demands and other communications
hereunder are to be in writing,  and are deemed to have been duly given or made:
(i) when delivered in person,  (ii) three (3) days after deposited in the United
States mail, first class postage prepaid, (iii) in the case of overnight courier
services,  one (1) business day after delivery to the overnight  courier service
with payment  provided for, or (iv) in the case of fax, when sent,  verification
received; in each case addressed as follows:

      if to Buyer:

      FTN Ramp, LLC
      c/o FTN Financial Capital Markets
      845 Crossover Lane, Suite 150
      Memphis, TN  38117
      Attention: Frank M. Crump
      Fax No.:  (901) 537-7784

                                       14
<PAGE>

      with a copy to:

      Honigman Miller Schwartz and Cohn LLP
      2290 First National Building
      Detroit, MI  48226
      Attention:  Lawrence D. McLaughlin, Esq.
      Fax No.:  (313) 465-7474

      if to Seller:

      First National Bank of Chester County
      9 North High Street
      West Chester, PA  19380
      Attention:  John E. Balzarini, Chief Financial Officer
      Fax No.:  (484) 881-4339

      with a copy to:

      MacElree Harvey, LTD.
      17 W. Miner St.
      West Chester, PA 19382
      Attention: James B. Urie
      Fax No.: (610) 429-4486

22.   Entire  Agreement.  This  Agreement  and the  Exhibits  hereto  and  other
documents and  instruments  to be delivered in connection  herewith  contain the
entire agreement with respect to the transactions  contemplated herein, and this
Agreement  and the Exhibits  hereto and other  documents and  instruments  to be
delivered in connection  herewith  supersede all letters of intent regarding the
subject  matter of this  Agreement,  and there are no other  terms,  conditions,
promises,  understandings,  statements or  representations,  express or implied,
concerning the same.

23.   Further  Assurances.  Buyer and Seller  shall  execute  and  deliver  such
further  instruments  and do such  further acts and things as may be required to
carry out the intent and purpose of this Agreement.

24.   Counterparts.  This  Agreement  may be executed by Buyer and Seller on any
number  of  separate  counterparts,   and  all  such  counterparts  so  executed
constitute one agreement binding on Buyer and Seller  notwithstanding  that they
are not signatories to the same counterpart.

25.   Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance  with the  substantive  laws of the  state in which the  Property  is
located, without regard to choice or conflict of laws rules.

26.   Legal Fees. Except as otherwise provided herein, all legal and other costs
and expenses  incurred in connection  with this  Agreement and the  transactions
contemplated  hereby  are to be paid  by the  party  incurring  such  costs  and
expenses.  In the event any party  brings  suit to construe or enforce the terms
hereof,  or raises  this  Agreement  as a defense  in a suit  brought by another
party,  the prevailing  party, as determined by the court,  shall be entitled to
recover its  reasonable  attorneys'  fees and expenses  from the  non-prevailing
party.

27.   Successors and Assigns. All provisions of this Agreement are binding upon,
inure to the benefit of and are  enforceable by or against the parties and their
respective successors and permitted assigns.

                                       15
<PAGE>


28.   Date for  Performance.  If the time  period by which any right,  option or
election  provided under this  Agreement must be exercised,  or by which any act
required  hereunder  must be  performed,  or by which the Closing  must be held,
expires on a Saturday,  Sunday or legal or bank  holiday,  then such time period
shall be  automatically  extended  through  the  close of  business  on the next
following business day.

29.   Relationship of Parties.  Nothing  contained  herein shall be construed or
interpreted as creating a partnership or joint venture between Buyer and Seller.
It is understood  that the  relationship is an arms length one that shall at all
times be and remain  that of a buyer and a seller.  Buyer and Seller  agree that
the transaction  contemplated  hereby shall be reported by Buyer and Seller as a
sale  transaction for federal,  state and local tax purposes.  The provisions of
this Section 29 shall survive Closing.

30.   Severability.  If any  provision  of this  Agreement  shall  be held to be
illegal,  invalid or unenforceable  under present or future laws, such provision
shall be fully severable,  and this Agreement shall be construed and enforced as
if such illegal,  invalid or unenforceable  provision had never comprised a part
of this Agreement,  and the remaining  provisions of this Agreement shall remain
in full  force  and  effect  and not be  affected  by the  illegal,  invalid  or
unenforceable  provision or by its severance from this Agreement,  provided that
Buyer and Seller  may still  effectively  realize  the  complete  benefit of the
transaction contemplated hereby.

31.   Captions.  Section captions are for convenience only and do not affect the
interpretation or construction of this Agreement.

32.   No  Recording.  Neither  Buyer  nor  Seller  shall  record  or cause to be
recorded this  Agreement or any memorandum or other short form of this Agreement
in any public land records.

33.   Third Party Beneficiary. This Agreement shall be solely for the benefit of
Buyer and Seller and their respective  successors and permitted assigns,  and no
other  person  shall have any right,  benefit,  priority  or  interest  under or
because of the existence of this Agreement.

34.   Negotiated Transaction.  Seller and Buyer each represent to the other that
in the negotiation  and drafting of this Agreement each has been  represented by
and has relied  upon the advice of  counsel  of its  choice.  Each of Seller and
Buyer  affirm that its counsel has had a  substantial  role in the  drafting and
negotiation of this Agreement; therefore, this Agreement shall be deemed drafted
by each of Seller and Buyer, and the rule of construction to the effect that any
ambiguities are to be resolved  against the drafter shall not be employed in the
interpretation of this Agreement.

35.   Like Kind  Exchange.  Buyer  acknowledges  that Seller may, at its option,
seek to structure  the sale of the Property as a like-kind  exchange of property
within the meaning of Section  1031 of the  Internal  Revenue  Code of 1986,  as
amended (a "Like-Kind Exchange"). Buyer shall cooperate with Seller in effecting
a qualifying  Like-Kind  Exchange as determined by Seller; and Buyer consents to
and agrees that Seller may assign its rights under this Agreement to a qualified
intermediary  without  Buyer's  consent,  and,  in such  event,  such  qualified
intermediary  shall have the right to execute and deliver the closing  statement
(which must also be consented to by Seller); provided, however, that the Deed to
Buyer shall be directly from Seller;  and provided further,  however,  that such
Like-Kind  Exchange may not result in any  additional  expense or  obligation to
Buyer, may not increase Buyer's liabilities or obligations under this Agreement,
and may not  interfere  with the setting of the Closing Date as  established  by
Section 11 above.  Buyer  shall have no  responsibility  for any  failure of the
transaction, alone or in combination with any other transaction, to qualify as a
Like-Kind Exchange,  or for any liability for tax, interest,  penalties,  or any
other amount that Seller may incur to a taxing  authority or to any other person
as a result of such a failure to  qualify.  The  provisions  of this  Section 35
shall survive Closing.

                                       16
<PAGE>

36.   Release  of  Closing  Documents.  In the  event  this  Agreement  shall be
terminated  as provided  herein,  Buyer and Seller shall direct Title Company to
return all of the original signature pages of Buyer and Seller, respectively, to
such executing party, as more fully described in the Escrow Agreement.

37.   Acknowledgment   of   Continuing   Repair   Obligations.   Seller   hereby
acknowledges  and agrees that,  notwithstanding  anything set forth herein or in
the  Seller's   Disclosure   Statements   (including  any  disclosure  or  other
information  regarding the condition  (physical or otherwise) of the  Property),
Seller,  as the "tenant"  under the Master  Lease,  shall not be relieved of any
repair,  maintenance  or other  obligations  set forth in the Master  Lease as a
result of any such  disclosures  made  hereunder or in the  Seller's  Disclosure
Statements. The provisions of this Section 37 shall survive Closing.

38.   Tax Disclosure.  Notwithstanding  anything herein to the contrary, each of
Buyer and Seller and each one's employees, officers,  representatives,  or other
agents may disclose to any and all persons,  without limitation of any kind, the
tax treatment and tax structure of the transaction  evidenced by this Agreement,
the Exhibits  hereto,  all other  documents and  instruments  to be delivered in
connection  herewith,  and all  materials or  documents  of any kind  (including
opinions  or other tax  analyses)  that are  provided to or obtained by Buyer or
Seller relating to such tax treatment and tax structure.  The provisions of this
Section 38 shall survive Closing.

39.   Intentionally Deleted.

40.   Time. Time is of the essence for the provisions of this Agreement.

                      [Signatures follow on the next page.]

                                       17
<PAGE>


      IN WITNESS  WHEREOF,  the Seller and Buyer have executed this Agreement as
of the date first above written.


"Seller"                                            "Buyer"

FIRST NATIONAL BANK OF CHESTER COUNTY               FTN RAMP, LLC


By:      /s/ John Balzarini                         By:      /s/ Andrew F. Crane
         ------------------                                  -------------------
Name:    John Balzarini                             Name:    Andrew F. Crane
         --------------                                      ---------------
Title:   Chief Financial Officer                    Title:   Managing Director,
         -----------------------                             Structured Finance
                                                             -------------------

                                       18
<PAGE>

                                INDEX OF EXHIBITS


                  EXHIBIT A     LEGAL DESCRIPTION OF LAND
                  EXHIBIT B     PURCHASE PRICE ALLOCATION
                  EXHIBIT C     GENERAL WARRANTY DEED
                  EXHIBIT D     BILL OF SALE
                  EXHIBIT E     SURVEY REQUIREMENTS
                  EXHIBIT F     SELLER'S DISCLOSURE STATEMENTS
                  EXHIBIT H     MASTER LEASE
                  EXHIBIT J     ESCROW AGREEMENT
                  EXHIBIT K     NON-FOREIGN PERSON AFFIDAVIT
                  EXHIBIT L     SELLER'S AFFIDAVIT OF TITLE


<PAGE>


                                    EXHIBIT A
                            LEGAL DESCRIPTION OF LAND

ALL THAT  CERTAIN lot or piece of ground  with the  buildings  and  improvements
thereon erected,  Situate in the Township of West Goshen,  County of Chester and
Commonwealth  of  Pennsylvania,  bounded and  described  according  to a Plan of
Subdivision made for Hough/Loew Assoc. by Chester Valley Engineers,  Inc., dated
February 29, 1984 and last revised July 11, 1984 and said plan being recorded in
the Office for the  Recording of Deeds,  in and for Chester  County in Plan File
#5021, as follows, to wit:

BEGINNING  at a point on the  Southeasterly  side of Carter Drive (50 feet wide)
said point  being the  distance  of 39.27 feet  measured  on the arc of a circle
curving  to the right  having a radius of 25 feet from a point of tangent on the
Northeasterly  side of  Matlack  Street;  Thence  extending  from said  point of
beginning  along the  Southeasterly  side of Carter  Drive  North 62  degrees 34
minutes  5  seconds  East,  233.50  feet to a point a  corner  of Lot 6;  Thence
extending along same South 27 degrees 25 minutes 55 seconds East, 382.55 feet to
a point;  Thence  extending  South 62 degrees 34 minutes 5 seconds West,  258.80
feet to a point on the  Northeasterly  side of Matlack Street;  Thence extending
along the Northeasterly side of Matlack Street the two (2) following courses and
distances:  (1) North 27 degrees 25 minutes 55 seconds  West,  357.55  feet to a
point of curve  and (2) on the arc of a circle  curving  to the  right  having a
radius of 25 feet the arc  distance of 39.27 feet to the first  mentioned  point
and place of BEGINNING.

BEING Lot 5, as shown on said Plan.


<PAGE>


                                    EXHIBIT B
                            PURCHASE PRICE ALLOCATION

Land:                               $529,500.00
Building and Improvements:          $3,000,500.00


<PAGE>


                                    EXHIBIT C
                              GENERAL WARRANTY DEED

                                      DEED


This Indenture, made the 26th day of September, 2007, and effective September
28, 2007.

Between

First National Bank of Chester County,  a national  banking  association,  f/k/a
First  National Bank of West Chester  (hereinafter  called the Grantor),  of the
first part,

and

FI Properties Pool I LP, a Delaware limited partnership (hereinafter called the
Grantee), of the second part,

Witnesseth that the said Grantor,  for and in  consideration of the sum of THREE
MILLION FIVE HUNDRED THIRTY THOUSAND AND 00/100 DOLLARS  ($3,530,000.00)  lawful
money of the United  States of America,  unto it well and truly paid by the said
Grantee,  at or before the sealing and delivery  hereof,  the receipt whereof is
hereby  acknowledged,  has granted,  bargained and sold, released and confirmed,
and by these presents does grant, bargain and sell, release and confirm unto the
said Grantee, its successors and assigns,

ALL THAT CERTAIN LAND AND PREMISES  MORE  PARTICULARLY  DESCRIBED ON EXHIBIT "A"
ATTACHED HERETO AND MADE A PART HEREOF BY THIS REFERENCE

TOGETHER with all and singular the buildings and  improvements,  ways,  streets,
alleys,  driveways,   passages,   waters,   water-courses,   rights,  liberties,
privileges, hereditaments and appurtenances,  whatsoever unto the hereby granted
premises  belonging,  or in  any  wise  appertaining,  and  the  reversions  and
remainders,  rents,  issues,  and profits  thereof,  and all the estate,  right,
title, interest,  property,  claim and demand whatsoever of the said Grantor, in
law,  equity,  or otherwise  including all inchoate  rights,  including  without
limitation, inchoate rights of adverse possession, howsoever, of, in, and to the
same and every part thereof.

TO HAVE AND TO HOLD the said lots or pieces of ground above described,  with the
buildings and improvements  thereon erected,  hereditaments  and premises hereby
granted,  or mentioned and intended so to be, with the  appurtenances,  unto the
said Grantee,  its  successors  and assigns,  to and for the only proper use and
behoof of the said Grantee, its successors and assigns, forever.

AND THE SAID GRANTOR,  for itself,  its  successors  and assigns does  covenant,
promise and agree, to and with the said Grantee,  its successors and assigns, by
these presents, that it, the said Grantor, and its successors,  all and singular
the  hereditaments  and premises  hereby granted or mentioned and intended so to
be, with the appurtenances,  unto the said Grantee,  its successors and assigns,
against  it, the said  Grantor,  and its  successors,  and against all and every
person and persons whomsoever lawfully claiming or to claim the same or any part
thereof, shall and will, Warrant and forever Defend.


                                  Page 2 of 5
<PAGE>


IN WITNESS  WHEREOF,  the said Grantor has duly  executed  this Deed on the date
first above written.


                                          First National Bank of Chester County,
                                          a national banking association


                                          By:      /s/ John Balzarini
                                          Name:        John Balzarini
                                          Title:       Chief Financial Officer


<PAGE>



Commonwealth of Pennsylvania   )
                               :  SS.
County of Chester              )

      On this,  the 26th day of September,  2007,  before me, a Notary Public in
and for the Commonwealth of Pennsylvania, personally appeared John Balzarini who
acknowledged himself/herself to be the Chief Financial Officer of First National
Bank of Chester County, a national banking association,  and that he/she as such
officer, being authorized to do so, executed the foregoing Deed for the purposes
therein  contained,  by signing the name of the  corporation  by him/her as said
officer.

In Witness Whereof, I hereunto set my hand and official seal.


Kathleen A. Davis
Notary Public

(Notarial Seal)


The address of the above-named Grantee is:

________________________

________________________

_________________________________________
On behalf of the Grantee


<PAGE>




                                    EXHIBIT D
                                  BILL OF SALE

                           BILL OF SALE AND ASSIGNMENT

      For and in  consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned  ("Seller")  hereby  sells,  assigns,  transfers  and  conveys to FI
Properties Pool I LP, a Delaware limited partenership ("Buyer"), all of Seller's
right, title and interest in and to the property described on Exhibit A attached
hereto (the "Property").

      The  undersigned  hereby warrants and represents that it has the right and
authority to sell the Property and that it has good and marketable  title to the
same,  free and clear of all liens,  claims,  encumbrances  and charges of every
kind and  description.  This Bill of Sale is executed  pursuant to that  certain
Agreement  for the Purchase  and Sale of Real Estate  dated as of September  28,
2007 between Seller and Purchaser (the "Purchase  Agreement"),  and the Property
is conveyed subject to all representations, warranties, covenants and agreements
contained in the Purchase Agreement.

      Dated this 28th day of September, 2007.

                                        FIRST NATIONAL BANK OF CHESTER COUNTY,
                                        A national banking association



                                        By: /s/ John Balzarini
                                        Name: John Balzarini
                                        Title: Chief Financial Officer


<PAGE>


                                    EXHIBIT A
                                       TO
                                  BILL OF SALE

All  personal  property  of any kind or nature  annexed,  affixed,  attached  or
related  to or  located  on the Land (as that term is  defined  in the  Purchase
Agreement) or any buildings,  improvements or structures  thereon as of the date
hereof,  and,  to the  extent  the  same  are  legally  assignable,  any and all
warranties  and  guarantees  currently  in force and effect with  respect to the
Improvements   and  Fixtures  (as  those  terms  are  defined  in  the  Purchase
Agreement),  all licenses,  variances,  permits or similar documents relating to
the ownership of the Land,  Improvements,  and Fixtures and all plans, drawings,
specifications, surveys, engineering reports and other technical descriptions of
the Property (as that term is defined in the Purchase Agreement).


<PAGE>


                                    EXHIBIT E
                               SURVEY REQUIREMENTS

I.    BOUNDARY SURVEY AND SEPARATE LEGAL DESCRIPTION

      Buyer  requires an ALTA land survey.  The survey  should be certified  and
      sealed  according  to  Schedule  C,  entitled   "Minimum  Standard  Detail
      Requirements  For ALTA/ACSM  Land Title Surveys" as per the most currently
      adopted  requirements.  The  survey  should  be an Urban  Class  Survey as
      defined in these  requirements and should include Items 1 - 11 and Item 13
      of Table A thereof.

      The  certification  shown  below  should  appear on the face of all survey
      prints with both an original signature and seal.

A.    Use scale of one (1) inch equals one hundred (100) feet (if applicable).

B.    Clearly  mark the property  corner  designated  as the  point-of-beginning
      using "P.O.B.".

C.    Clearly show all adjacent property owners on Survey.

D.    Clearly  show  acreage  within the confines of the property to the nearest
      one hundredth of an acre.

E.    Regarding adjacent right-of-ways:

      1.    Clearly define  right-of-ways  on Boundary Survey.  Example:  "North
            right-of-way", "East right-of-way", etc.

      2.    Clearly mark centerlines as "CL".

      3.    Clearly show  right-of-way  widths,  both from  centerline and total
            width.

F.    Show all easements crossing property and:

      1.    Clearly define type of easement. Example: Electrical, sewer, etc.

      2.    Clearly mark centerlines as "CL" (if applicable).

      3.    Clearly show easement widths, both from centerline and total width.

      4.    Within or directly  adjacent to each  easement,  show the  recording
            information. Example: Book 285, Page 163.

G.    Prepare Metes and Bounds description.

H.    Forward a mylar  sepia or other  reproducible  copy and four (4) copies of
      the Boundary Survey, all signed and sealed.

I.    Forward  four (4) copies of the Metes and Bounds  description,  all signed
      and sealed.

J.    All surveys and descriptions must be prepared in recordable form.


<PAGE>

      NOTE: Any bearing,  distance, lot line, section or township number, County
      or State name,  street name,  recording data, etc.,  included in the Metes
      and Bounds  description  must also be shown on the Boundary Survey itself.
      In short,  any items included in the Metes and Bounds  description must be
      clearly shown on the Boundary Survey.

K.    Our  title  insurance  company  will  forward  to you a copy of the  title
      insurance  commitment and the  exceptions.  Please prepare an index on the
      face of the survey itemizing each exception listed on Schedule B-Section 2
      in the  commitment.  The  index  should  be  prepared  with the  following
      guidelines:

      INDEXING THE EXCEPTIONS ON THE SURVEY:

      1.    State if the  exception  affects  or does not  affect  the  property
            surveyed;

      2.    State if the exception cannot be described;

      3.    State if the exception is a blanket easement; and

      4.    When indexing the exception, state to whom the exception is to (with
            the recording Book and Page).

EXAMPLE:

1.    Blanket easement granted unto XYZ Power Company  affecting all parcels (or
      be  specific  as to  which  parcel  it  does  affect),  D.B.  29,  Page 89
      (unplottable).

2.    Twenty foot access  easement  to John and Mary Jones  affecting  Parcel B,
      D.B. 31, Page 90 (Drawn).


DRAWING THE EXCEPTIONS ON THE SURVEY:

o     Draw every  exception in the title  commitment  and  reference it with the
      Deed Book and Page, and the number where it is itemized in the index.

EXAMPLE:

________________________________________________________________________

________________________________________________________________________


                               20' Access Easement
                               D.B. 31, Page 90
                               See Index Note 2

II.   Certify  the four (4) copies of the Survey  with an  original  seal to the
      following entities:

A.    Buyer
B.    Title Company

The  following  certifications  should be provided  in addition to the  required
ALTA/ACSM certification in the format below:

The undersigned hereby certifies to _________________________________ that this
survey was actually made upon the ground; that it and the information, courses,
angles and distances shown thereon are correct; that this survey correctly shows
the location of all buildings, structures and other improvements

                                       2
<PAGE>

on  the  Property,   including  without  limitation,  all  streets,   easements,
rights-of-way  and utility lines;  and that,  except as shown,  there are no (a)
easements  or   rights-of-way   across  the  Property;   (b)  party  walls;  (c)
encroachments on adjoining premises, streets or alleys of any of said buildings,
structures  or  improvements;  or (d)  encroachments  upon the  Property  by any
building,  structure or other improvements  situated on any adjoining  premises;
physical evidence of boundary lines on all sides of the Property is as stated on
the survey;  and that the  improvements  do not  violate  any  set-back or other
building lines.

I hereby  certify that this survey has been made using the latest  recorded plat
or deed, that there are no  encroachments  other than those shown,  and that the
survey is correct to the best of my knowledge and belief.

In addition,  the surveys  provided  pursuant to this  paragraph  must contain a
Flood Zone  Certification  in the  following  form:  I hereby  certify  that the
___________________________  project, shown hereon does or does not lie within a
special flood hazard zone  according to  ___________________________________  of
the Flood Insurance Rate Map of  ______________________  dated  ________________
and noted as zone _______  (also include year flood) to the best of my knowledge
and belief.

                                       3
<PAGE>


                                    EXHIBIT F
                         SELLER'S DISCLOSURE STATEMENTS

      Reference  is hereby made to that certain  Agreement  for the Purchase and
Sale of Real Estate dated  September 28, 2007 (the  "Agreement"),  between First
National Bank of Chester County, a national banking association ("Seller"),  and
FI   Properties   Pool   I   LP,   a   Delaware    limited    partnership,    as
successor-in-interest  to FTN Ramp,  LLC  ("Buyer"),  regarding the purchase and
sale of real  property and tangible  property  related  thereto,  located in the
County of Chester,  Commonwealth of  Pennsylvania,  commonly  referred to as 202
Carter Drive, West Chester, Pennsylvania 19382.

      Seller hereby  reaffirms to Buyer,  with the intention that Buyer may rely
hereon,  the truth  and  accuracy  of all  certifications,  representations  and
warranties made by seller in the Agreement as of the date of this certificate.

      Seller shall indemnify,  defend,  and hold Buyer harmless from and against
any and all loss, cost, liability, or expense suffered by Buyer or its assignees
as a result of any breach of any of the representations and warranties contained
in the  Agreement,  subject  to the  limitations  contained  in Section 9 of the
Agreement.

      This  certificate  is made and  given as an  inducement  to Buyer to close
under the  Agreement,  which  closing is  occurring  contemporaneously  with the
delivery hereof.

      In WITNESS  WHEREOF,  Seller has caused this Certificate to be executed on
its  behalf  by  its  duly  authorized  representative  as of  the  28th  day of
September, 2007.

                                          FIRST NATIONAL BANK OF CHESTER COUNTY,
                                          A national banking association

                                          By: /s/ John Balzarini
                                          Name:   John Balzarini
                                          Title: Chief Financial Officer

<PAGE>


                                    EXHIBIT H
                                  MASTER LEASE

  (This lease agreement is filed as Exhibit 10.2 of the Corporation's Quarterly
                Report for the quarter ended September 30, 2007)

<PAGE>


                                    EXHIBIT J

                                ESCROW AGREEMENT
                                     (none)

<PAGE>


                                    EXHIBIT K


                          NON-FOREIGN PERSON AFFIDAVIT

================================================================================

      Section 1445 of the Internal  Revenue Code provides that a transferee of a
United  States real property  interest must withhold tax if the  transferor is a
foreign person.  To inform the  transferee,  FI Properties Pool I LP, a Delaware
limited  partnership,  that  withholding  of  taxes  is not  required  upon  the
undersigned  transferor's disposition of a United States real property interest,
the transferor hereby certifies the following:

      1.    The  transferor is not a  non-resident  alien for purposes of United
            States income taxation.

      2.    The  transferor  is not a  disregarded  entity  as  defined  in Sec.
            1.1445-2(b)(2)(iii)(1).

      3.    The   transferor's    federal   tax   identification    number   is:
            ______________________.

      4.    The transferor's address is:      c/o FTN Capital Markets
                                              845 Crossover Lane, Suite
                                              150 Memphis, TN 38117

      It is understood that this  Certification may be disclosed to the Internal
Revenue  Service by the transferee and that any false  statement made here could
be punished by fine, imprisonment or both.

      Under penalties of perjury,  the transferor  declares that it has examined
this  Certification  and to the best of its  knowledge  and  belief  it is true,
correct, and complete.

                                          FIRST NATIONAL BANK OF CHESTER COUNTY,
                                          a national banking association


                                                   By: /s/ John Balzarini
                                                   Name: John Balzarini
                                                   Its:  Chief Financial Officer

Dated as of September 28, 2007.

(1) A disregarded  entity is defined in Sec.  1.1445-2(b)(2)(iii)  as "an entity
that is disregarded as an entity  separate from its owner under Sec.  301.7701-3
of this chapter,  a qualified REIT subsidiary as defined in Section 856(i), or a
qualified subchapter S subsidiary under Section 1361(b)(3)(B)."

<PAGE>


                                    EXHIBIT L

OWNER'S AFFIDAVIT
FTPA-7
(revised 11/06)
First American Title Insurance Company
Page  1 of  3

Order No.  NCS-307034t-PHIL () Premises:  202 Carter Drive, Lot 5 in Plan File #
5021;
West Chester, Pennsylvania
Township of West Goshen, Chester County
COMMONWEALTH  OF PENNSYLVANIA

COUNTY OF CHESTER: SS.
On the 27th  day of  September,  2007 ,  before  me,  the  undersigned  Officer,
personally  appeared the undersigned,  who being duly sworn according to law and
intending  to  be  legally  bound,  depose(s)  and  say(s)  that  the  following
statements are true and correct to the best of my/our knowledge and belief:

That the  Grantor(s)/Mortgagor(s)  herein is/are the owner(s) of premises  being
insured  hereunder and the same Grantee(s) as named in the Deed Book recital set
forth in the above captioned  commitment and that the facts of identity relating
to any other person(s) named in the Deed Book recital(s) are true and correct.

That there are no mortgages, judgments,  encumbrances,  easements, bankruptcies,
or pending suits  adversely  affecting  the owner(s) and the premises  which are
known  to  the  undersigned  and  not  being  properly   provided  for  in  this
transaction.

That there have been no repairs,  additions  or  improvements  made,  ordered or
contracted to be made on or to the premises, within six (6) months from the date
hereof,  nor are there any  improvements  or fixtures  attached to the  premises
which  have not been  paid for in full;  and that  there are no  outstanding  or
disputed claims for any such work or items.

That there has been no work done, or notice received that work is to be done, by
the Municipality (City, Borough or Township), or at its direction, in connection
with the installation of the sewer or water or for  improvements  such as paving
or  repaving  of streets or alleys,  or the  installation  or repair of curbs or
sidewalks.

That no notice has been served by any governmental  authority for the removal or
abatement  of any  nuisance,  for the  violation  of any zoning  regulations  or
concerning the condemnation of any portion of said premises.

That there has been no violation of any restrictions affecting the premises.

That there are no purchase money obligations being created in this transfer.

That the Grantor(s)/Mortgagor(s) in this transaction is/are in actual possession
of the entire  premises,  and there are no leases or  agreements  affecting  the
premises or any part thereof  outstanding,  other than those that are  presently
being assigned.

That the present transaction is not made for the purpose of hindering,  delaying
or  defrauding  any  creditors  of said  owner(s)  and does not come  within the
provisions of any Bankruptcy or Insolvency Acts.

That the  Grantor(s)/Mortgagor(s)  in this  transaction are over 18 years of age
and in every  respect  competent to convey or encumber the title to the premises
in question.
<PAGE>

That the  Grantor(s)/Lessor(s)  has/have not received a notice of claim from any
Real Estate Broker claiming a right to a lien in accordance with Act 34 of 1998.

That all  taxes,  sewer and water  rents or other  lienable  municipal  services
assessed,  levied  or filed  against  the said  premises  as of the date of this
settlement  are  fully  paid.  That  as  to  each  Grantor/Mortgagor  who  is an
individual:

A.    That the Grantee(s) in the last deed of record,  if identified  therein as
husband and wife  (tenants by the  entirety),  have not been  divorced from each
other at any time since their acquisition of title.

B.    If presently married, that he/she is neither separated from his/her spouse
nor a party to any pending divorce proceeding in any jurisdiction.

C.    That any interest in the premises has never been awarded or distributed to
or liened in favor of any  current or former  spouse nor is his/her  interest in
the premises  subject to the  continuing  jurisdiction  of any court for support
obligations or possible future awards or  distributions to any current or former
spouse.

D.    That there are no Overdue Support  Obligations of record with the Domestic
Relations  Section of any Court through the date of recording the  instrument(s)
to be  insured.  That  as  to  each  Grantor/Mortgagor  that  is a  Corporation,
Partnership or Limited Liability Company:

A.    That the Corporation,  Limited  Liability  Company or Partnership has been
duly formed  according to the laws of its  incorporation  or formation and is in
good standing.

B.    That there are no corporate taxes due the  Commonwealth of Pennsylvania by
said Corporation or Limited Liability Company.

C.    That all parties  signatory  to  documents  in this  transaction  are duly
authorized to execute same on behalf of the Corporation,  the Limited  Liability
Company or the Partnership.

D.    That no  shareholder  consent is required by the  Corporation,  nor member
consent required by the Limited Liability  Company,  nor limited partner consent
required by the Partnership, nor are any other approvals or consents required by
others to this transaction.

NOTE: If this transaction  occurs within ten years of a previous title insurance
transaction of the same property,  or a portion thereof, it may be entitled to a
reduced title insurance rate.

To the best of our knowledge, title insurance was last obtained on ___________.

This affidavit is made for the purpose of inducing First American Title
Insurance Company or its duly authorized agent to hold settlement on the above
premises, and to issue its title insurance policy, insuring the title thereto
and to make disbursement of funds arising out of said transaction.


First National Bank of Chester County
By: /s/ John Balzarini



SWORN TO AND SUBSCRIBED before me,
the day and year aforesaid.

Kathleen A. Davis
Notary Public
My Commission Expires:
7/3/2010