Exhibit 10.2


               OPTION AND LEASE/PURCHASE AGREEMENT

     This Option and Lease/Purchase Agreement ("Agreement"), made
this 30th day of August, 1996, by and between JOHN C. GORDON and
BETTY L. GORDON, husband and wife, adult individuals (hereinafter
individually and collectively referred to as the "Lessor")

                               AND

BERKS COUNTY BANK, a Pennsylvania banking corporation, with its
principal place of business located at 400 Washington Street,
Reading, Berks County, Pennsylvania (hereinafter referred to as
the "Lessee").

                           WITNESSETH:

     WHEREAS, Lessor is the owner of certain real property, with
existing improvements ("Existing Improvements") situate thereon,
known as Lot No. 3, 4453 Fifth Street Highway, Muhlenberg
Township, Berks County, Pennsylvania, and as more fully described
in Exhibit "A" attached hereto and made a part hereof
(hereinafter referred to as the "Premises:); and

     WHEREAS, the Lessor deems it advantageous to himself to
grant to the Lessee certain options as concerns the Premises,
including the option to lease the Premises, exercisable during
the "Option to Lease/Purchase Period", as hereafter defined, and
to purchase the Premises upon the terms hereafter set forth; and
to provide for the terms of the leasing and purchase of the
Premises by the Lessee, in the event of the exercise of said
option; and

     WHEREAS, the Lessee proposes to seek municipal, as well as
federal and state bank regulatory, approval for the construction
and operation of a bank branch at and upon the Premises during
the "Option to Lease/Purchase Period", and, in the event of the
exercise of the option to lease/purchase, lease the Premises on a
triple net basis from Lessor; to construct certain facilities
thereon; to purchase the Premises, plus all improvements thereon,
at the expiration of the Lease Period, as hereafter defined; and
to avail itself of certain privileges, rights and uses,
pertaining thereto; and

     WHEREAS, the parties hereto now wish to memorialize their
present understandings and agreements, as hereafter set forth.

     NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND HEREBY, and
for and in consideration of the terms, conditions, and mutual
covenants contained herein, the Lessor and the Lessee hereby
agree as follows:

            ARTICLE I.  OPTION TO LEASE AND PURCHASE

     1.1  Beginning upon the date of the execution of this
Agreement, and continuing until 11:59 p.m., on February 28, 1997,
the Lessor hereby grants unto Lessee an exclusive option to lease
and purchase the Premises ("Option to Lease/Purchase") upon the
terms and conditions hereinafter set forth.  Said six (6) month
period shall herein be referred to as the "Option to Lease/
Purchase Period".

     1.2  During the Option to Lease/Purchase Period, Lessee
shall pay to Lessor an option fee ("Option Fee") of Two Thousand
and 00/100 Dollars ($2,000.00) per month, commencing on the date
of this Agreement, and on the same day of each consecutive month
thereafter, until the end of the Option to Lease/Purchase Period,
as hereafter set forth, or, if earlier, the termination or
exercise of the Option to Lease/Purchase by Lessee, consistent
with the terms and provisions of this Agreement. 

     1.3  During the Option to Lease/Purchase Period, Lessee, and
Lessee's agents and representatives, as well as agents and
representatives of federal, state, and local bank and/or other
regulatory or municipal agencies, shall have such access to the
Premises as may be reasonably necessary to conduct inspections,
testing, and/or other views of the Premises for the purpose of
applying for and seeking municipal and/or regulatory approval of
the use, operation, and/or construction of a bank branch on the
Premises by the Lessee, for no additional consideration.

     1.4  At any time during the Option to Lease/Purchase Period,
the Lessee may (i) terminate this Agreement for any reason
whatsoever, including, without limitation, an event of default by
Lessor or denial of the aforesaid municipal and/or federal and
state bank regulatory approvals for the Premises, at Lessee's
sole discretion; or (ii) exercise Lessee's Option to Lease/
Purchase the Premises, by notifying the Lessor, in writing, of
such termination or exercise, in accordance with Paragraph 5.7
hereof.  In the event that the Lessee does not exercise the
Option to Lease/Purchase within the Option to Lease/Purchase
Period, as herein provided, or terminates the Agreement as set
forth above, this Agreement, and the duties and obligations of
the parties hereto, including, without limitation, obligations to
make future payments of the Option Fee by Lessee, shall thereupon
terminate.

     1.5  During the Option to Lease/Purchase Period, the Lessee
shall not be responsible for real estate taxes, insurance, or any
other expenses, assessments, taxes, or charges of any nature
whatsoever, as concerns the Premises, other than the Option Fee. 
Notwithstanding the above, Lessee shall be responsible, either by
direct payment or reimbursement, for municipal assessments
against the Premises made during the Option to Lease/Purchase
Period, but only in the event Lessee exercises the Option to
Lease/Purchase in accordance with Paragraph 1.4 hereof.

     1.6  During the Option to Lease/Purchase Period, the Lessee
shall, at Lessee's expense, have the right to have the Premises
studied and tested by one or more reputable enterprises involved
in the business of hazardous waste studies and/or clean up to
determine, and estimate the cost of, the existence and/or
remediation, clean up, and/or removal of any Hazardous Waste, as
defined under applicable federal, state and local environmental
statutes, and/or underground storage tanks.  Lessor represents
and warrants that Lessor has no knowledge of the existence of any
hazardous waste and/or underground storage tanks at, on, or under
the Premises. 

                 ARTICLE II.  LEASE OF PREMISES

     2.1  In the event that the Lessee exercises the Lessee's
Option to Lease/Purchase, in accordance with the provisions of
Article I of this Agreement, then, and only then, the Lessor
agrees to lease and let to the Lessee, and Lessee agrees to lease
and let from the Lessor, upon and subject to the terms,
provisions, covenants and conditions of this Agreement, the
Premises, as more fully described in Exhibit "A", attached hereto
and made a part hereof, together with any and all improvements,
pertinent rights, privileges and easements benefiting, belonging
or pertaining thereto, and any right, title and interest of
Lessor in and to any land lying in the bed of any street, road or
highway (existing or proposed) to the center line thereof, in
front of or adjoining said Premises.

     2.2  Subject to the terms and conditions herein provided,
the Premises may be used by Lessee for any lawful purpose,
including, without limitation, construction and operation of a
branch of Lessee bank.

     2.3  The term of the Lease shall be for a period of three
(3) years, commencing on the first day of the month following the
exercise of the Option to Lease/Purchase by the Lessee, pursuant
to the provisions of Article I of this Agreement (the
"Commencement Date"), subject to the provisions of Paragraph 2.5
hereof.  Hereafter, said lease term shall be referred to as the
"Lease Period".

     2.4  During the Lease Period, the Lessee shall pay to
Lessor, on a Triple Net basis, in advance, rent ("Rent") equal to
the sum of Three Thousand Seven Hundred Fifty and 00/100 Dollars
($3,750.00) per month, provided, however, that Lessee shall,
beginning on the Commencement Date, prepay Rent for the initial
twelve (12) months of the Lease Period in the total amount of
Forty-Five Thousand and 00/100 Dollars ($45,000.00).  In the
event that Settlement of the purchase of the Premises, as
hereinafter provided, occurs during said initial twelve (12)
months of the Lease Period, all unaccrued Rent prepaid by Lessee
as herein provided shall be credited, dollar for dollar, to the
Purchase Price.

     2.5  Lessor shall have the right to accelerate the
expiration of the Lease Period, and, consequently, the date of
Settlement, as set forth in Article IV of this Agreement, after
the Commencement Date, by giving Lessee sixty (60) days prior
written notice thereof in accordance with Paragraph 5.7 hereof. 
The Lease Period shall thereupon expire upon the earlier of
(i) the expiration of said sixty (60) day notice; or (ii) a date
three (3) years after the Commencement Date.  Any such expiration
of the Lease Period is subject to extension in accordance with
Paragraph 4.1 hereof.

                ARTICLE III.  GENERAL PROVISIONS

     3.1  Lessee's Occupancy.  Lessee, its sublessees and assigns
may occupy the Premises upon the Commencement Date and remain in
peaceable possession of the same until termination of this
Agreement at the end of the term hereof, or for conditions or
covenants of this Agreement broken by Lessee, as herein provided. 
Lessee, its sublessees and assignees, in the operation of any
business and occupancy of the Premises, shall adhere to all
governmental or administrative agency laws, rules, regulations,
and ordinances and shall not permit the conduct of any illegal
activity on the Premises.

     3.2  Construction of Improvements.

          (A)  Construction of Improvements.  In the event that
the Lessee exercises Lessee's Option to Lease/Purchase, in
accordance with the provisions of Article I hereof, Lessee shall
have the right to remove any or all of the Existing Improvements,
and to construct buildings and improvements for a branch bank on
the Premises, in compliance with any approved land development
plan, and other business and commercial uses without the prior
approval of Lessor.  Lessee shall bear all costs incurred in or
related to the removal of the Existing Improvements, approval of
a land development plan, and the construction of such buildings
and improvements, and Lessee shall be responsible for
constructing and installing all improvements, on or off the
Premises, required by any governmental authority or agency as a
condition to any approvals sought or obtained by Lessee or to the
granting of any land development and/or building permit with
respect to such improvements, or otherwise required with respect
to Lessee's proposed use of the Premises.

          (B)  Construction Standards.  All construction and
alterations shall be accomplished as promptly as possible (unless
delayed by conditions beyond the control of Lessee) with first-
class materials, in a good and workmanlike manner, and in
compliance with all applicable governmental ordinances, statutes
and regulations.  Before the commencement of any construction or
repair on the Premises, the cost of which exceeds Ten Thousand
and 00/100 Dollars ($10,000.00), Lessee shall require the general
contractor responsible for such work to file a stipulation
against mechanic's liens sufficient to prohibit the filing of a
mechanic's lien against the Premises or any part thereof.

          (C)  Cooperation of Landlord.  Lessor, during the Lease
Period or any extension thereof, shall cooperate with Lessee in
obtaining any permits or approvals necessary for the construction
of such building and improvements on the Premises, including, but
not limited to, building permits and land development approval,
and Lessor will sign any application or applications necessary to
obtain such permit and approvals; provided, however, that Lessee
will pay all costs incurred in obtaining such permits and
approvals, and Lessor will have no liability regarding such
permits and approvals.  If utility companies or authorities
require easements to provide utility service for the
construction, development or alternation of buildings and
improvements on the Premises, the Lessor shall execute in
recordable form easement agreements and other documents allowing
the installation of utility and other required services to and/or
through the Premises, provided, however, that Lessee will be
responsible for the cost of preparation of any necessary
documents regarding such easements.

          (D)  Mechanics and Materialmen's Liens.  In the event
any liens of mechanics or materialmen attributable to the Lessee
shall be filed against the Premises or any part thereof during
the term hereof, the Lessee shall at its own cost and expense
discharge the same by payment or bonding or take such other
action as is reasonable to eliminate such lien within fifteen
(15) days after it has received notice of the filing of such
lien.  Notwithstanding anything herein to the contrary, Lessee
shall be permitted to contest such lien in good faith by legal
proceedings but shall save Lessor harmless from loss or liability
by reason of such lien or said contest thereof.  Nothing
contained in this Lease is intended to authorize Lessee to do or
cause any work or labor to be done or any materials to be
supplied for the account of Lessor, all of the same to be solely
for Lessee's account and at Lessee's risk and expense.  Lessee
shall indemnify and hold Lessor harmless for any reasonable
expense or legal liability incurred by Lessor as a result of such
mechanics liens, claims, or their removal.

     3.3  Insurance.  Lessee, at its expense, shall maintain
landlord-tenant liability insurance on the Premises in the amount
of no less than One Million and 00/100 Dollars ($1,000,000.00)
per person and Two Million and 00/100 Dollars ($2,000,000.00) per
occurrence, and shall maintain fire and extended coverage
insurance in an amount of at least the replacement value of the
improvements on and from time to time constructed on the
Premises.  All such insurance shall provide coverage during and
for all construction undertaken by Lessee on the Premises as well
as during the entire term and any renewal terms hereunder.  The
insureds under the liability policy shall be the Lessor and the
Lessee, as their interests may appear.  Both Lessor and Lessee
shall obtain waivers of subrogation against the other from any
insurance companies providing coverage relating to the Premises.

     3.4  Signs.  At any time during the term of this Agreement,
Lessee may erect signs on the Premises.  Upon the termination of
this Agreement at the end of the term hereof or by virtue of a
covenant or condition of this Agreement being broken by Lessee,
Lessee shall remove all signs and repair all damage done by the
erection or removal of signs.  No signs shall be attached or
affixed to the Premises in violation of any ordinances or of any
law enacted by any governmental body.

     3.5  Waste and Damage.  Lessee shall not cause or permit any
waste or damage or injury to the Premises.  Lessee at its expense
shall keep the Premises as now or hereafter constituted with all
improvements made thereto and any adjoining sidewalks, curbs,
walls, parking areas, landscaping, and access roads clean and in
good condition, (reasonable wear and tear excepted) and shall
make all repairs, replacements and renewals, whether ordinary or
extraordinary, seen or unseen, and all structural repairs
necessary to maintain the Premises.  The Lessee shall indemnify
the Lessor against all costs, expenses, liabilities, damages,
suits, fines, penalties, claims and demands because of Lessee's
failure to comply with the foregoing.  The Lessee shall not call
upon the Lessor for any disbursement or outlay whatsoever in
connection therewith, and Lessee hereby expressly releases and
discharges the Lessor from any liability therefor.

     3.6  Maintenance In Clean and Orderly Condition.  Lessee
shall maintain all portions of the Premises in a clean and
orderly condition, free of dirt, rubbish, snow, ice and unlawful
obstruction.

     3.7  Assignment.  Lessee shall not assign its interest in
this Agreement without the written consent of Lessor, which
consent shall not be unreasonably withheld, and upon such
consensual assignment, Lessee shall remain liable and responsible
for all covenants and conditions of this Agreement to be
performed by Lessee and the improvements on the Premises shall be
used as a branch bank or for other commercial purposes.  The
merger, acquisition or consolidation of Lessee shall not be
considered an assignment hereunder.  In the event Lessee is taken
over by Federal or State bank regulators, such regulators shall
have the right to assume this Agreement or terminate the same.

     3.8  Destruction of Improvements.  In the event of partial
or total destruction of the improvements on the Premises by fire
or the perils of extended coverage during the Lease Period,
Lessee, as its expense, shall repair and restore the improvements
to the same condition as before such destruction.  Any insurance
proceeds received by virtue of fire or extended coverage damage
shall be placed in an escrow fund in the name of Lessee and shall
be made available to Lessee for payment to the contractor or
contractors making such repair or restoration of the
improvements.  Provided that any part of the bank facilities are
built to the same condition as before such destruction, any
excess insurance proceeds shall be paid to Lessee.  There shall
be no abatement of Rent or of any other obligations of Lessee
hereunder.

     3.9  Condemnation.

          (A)  Definitions.

               (a)  The term "Taking" means the taking of or
     condemnation of all or part of the Premises as a result of
     the exercise any power of eminent domain or condemnation or
     purchase under threat thereof, or a change in grade of any
     street abutting the Premises.

               (b)  The term "Taking Date" means the date of the
     vesting of title to all or part of the Premises in a
     condemning authority, or the date upon which construction
     commences to effectuate a change of grade of any street
     abutting the Premises.

          (B)  Taking of Entire Premises.  In the event of a
Taking of the entire Premises during the Lease Period, this
Agreement shall terminate as of the Taking Date.  Promptly after
such Taking Date, Lessor shall refund to Lessee any prepaid but
unearned Rent.

          (C)  Partial Taking.  In the event that a portion of
the Premises shall be taken and the remaining portion of the
Premises shall not be sufficient, in Lessee's judgment reasonably
exercised, for the conduct of normal operations, Lessee shall
have the right to sublease the Premises for other commercial
purposes; and if the remaining portion of the Premises shall not
be sufficient, in Lessee's judgment reasonably exercised, for the
conduct of commercial operations, Lessee shall have the right to
cancel this Agreement by giving notice thereof to Lessor within
six (6) months of the Taking Date.  Such notice of termination
shall specify a termination date of not less than sixty (60) days
after Lessor's receipt of such notice, upon which date this
Agreement shall become null and void.

          (D)  Disposition of Proceeds of Taking.  In the event
this Agreement is terminated or canceled pursuant to the
preceding sections of this Paragraph, the proceeds of awards of
the Taking shall be divided between Lessor and Lessee based on
their respective interests in the Premises and the improvements
thereon, so that Lessor is compensated for his interest in the
Premises taken, and Lessee is compensated for its interest in the
improvements taken.  If the parties are unable to agree to their
respective shares of the proceeds or awards of the taking, the
matter shall be submitted to arbitration pursuant to
Paragraph 5.6 hereof.

          (E)  Possession of the Premises After Taking. 
Notwithstanding anything to the contrary, Lessee may continue in
possession of all or any portion of the Premises, or any part
thereof, which is the subject of a Taking, until the condemning
authority has taken possession thereof.

     3.10 Default.  Lessee shall be deemed in default under this
Agreement if:

          (A)  Lessee fails to make payment of Rent within ten
(10) days after the same is due, provided, however, that Lessor
is required to give Lessee fifteen (15) days written notice of
such Rent default after the expiration of said ten (10) day
period, pursuant to Paragraph 5.7 hereof, before Lessor can
exercise any of Lessors' remedies hereunder.

          (B)  Lessee defaults under other covenants and
conditions of this Agreement and such default remains uncured, or
Lessee has failed to undertake reasonably to cure such default,
after thirty (30) days written notice of such default given by
Lessor to Lessee.

          (C)  Lessee voluntarily enters or involuntarily is
placed into any receivership or bankruptcy proceeding or if
Lessee makes an assignment for the benefit of creditors, which
proceeding is not discontinued within thirty (30) days of the
commencement of such proceeding.

     3.11 Remedies.  Upon the occurrence of a default by Lessee
without cure within the time specified under this Agreement,
Lessor may:

          (A)  Perform any covenant or condition under this
Agreement which is the responsibility of Lessee.  Upon written
notice by Lessor to Lessee, Lessee shall pay within ten (10) days
of the receipt of such written demand, an amount equal to the sum
of:

               (i)  A reasonable amount incurred by Lessor for
     such performance; and

               (ii)  All reasonable out-of-pocket expenses, if
     any, incurred by Lessor in connection with such performance,
     plus interest at the rate of six percent (6%) per annum.

          (B)  Lessor may declare to be immediately due and
payable the balance of Rent due for the then current term of the
Lease, less any Rent received by Lessor from the re-rental of the
Premises, net of any taxes, insurance or other reasonable and
customary expenses incurred by Lessor.  Lessor shall take
reasonable steps to re-rent the Premises.  Lessee waives the
right of inquisition in any real estate that may be levied upon
to collect any judgment entered in such action and does hereby
voluntarily condemn the same and authorizes the entry of a writ
or writs of execution thereon.

          (C)  Lessor may terminate this Agreement, and Lessee,
upon Lessor's termination, shall peacefully surrender the
Premises, free and clear of liens and/or security interests.

          (D)  Lessor may enter upon and repossess the Premises. 
If Lessor elects to exercise the remedy set forth in the
preceding sentence, Lessee authorizes any Prothonotary, clerk or
attorney of any court of record, as attorney for Lessee, to sign
an agreement for entering and to enter in any court of competent
jurisdiction an amicable action and judgment in ejectment against
Lessee and all persons claiming under Lessee for restoration of
possession of the Premises to Lessor, for damages and for costs
and expenses (including reasonable counsel fees) incurred in
connection with such action and the entry of such judgment, for
which authorization this Agreement shall be sufficient warrant. 
Lessee agrees that upon the entry of such judgment, a writ or
writs of execution may issue forthwith, without prior proceedings
or leave of court.

          (E)  The rights under this Paragraph 3.11 given to
Lessor in the event of Lessee's default shall be cumulative and
the exercise of one right hereunder shall not prohibit Lessor
from exercising any other right it might have by this Agreement
or by law, but in no event shall Lessor receive more than the sum
of said balance of Rent and expenses incurred and attorney's
commission for collection.

     3.12 Lessor's Covenants.

          (A)  Covenants of Title.  Lessor represents, warrants
and covenants that Lessor has the full, unrestricted and
exclusive right to lease and sell the Premises upon the
provisions herein set forth and the execution hereof does not
require the approval or joinder of any other firm, person or
corporation.

          (B)  Delivery of Possession.  Lessor shall deliver
actual and exclusive possession of the Premises to Lessee on the
Commencement Date, free and clear of all tenancies, occupancies,
mortgages, liens, encumbrances, easements, servitudes, and
encroachments, except those otherwise disclosed by any title
report received by Lessee prior to the execution of this
Agreement and those revealed by a visible inspection of the
Premises.  During the Option to Lease/Purchase Period and the
Lease Period, Lessor shall not cause the Premises to suffer any
liens or encumbrances of any nature whatsoever, other than those
liens and/or encumbrances in favor of Lessee.

          (C)  Covenant of Quiet Enjoyment.  Lessor covenants
that during the Lease Period, Lessee shall peacefully and quietly
have, hold, enjoy and possess the Premises and all improvements
and appurtenances thereto.  Lessor shall have the right of
reasonable inspection of the Premises during Lessee's regular
business hours, upon reasonable prior notice to, and accompanied
by, Lessee or its agents, and subject to Lessee's obligations
under state and federal bank privacy acts and regulations.

     (D)  Recording.  Lessee shall be entitled to record a
memorandum of this Agreement, in the Office of the Recorder of
Deeds of Berks County, Pennsylvania, and, upon request, Lessor
shall execute and acknowledge the same for recording purposes. 
Lessee shall bear the cost of recording of such memorandum.

     (E)  Indemnification of Lessor.  After the Commencement
Date, Lessee shall have exclusive possession and control of the
Premises and shall be solely responsible for preventing damage to
property and injury to persons on the Premises.  Lessee shall,
after notice thereof, assume the burden and expense of defending
and will protect, indemnify and save harmless Lessor, its agents,
representatives and servants, from all suits brought and claims
made against Lessor arising from events after this Agreement is
executed, for injury to any person or damage to any property
which shall occur, or is alleged to have occurred, on or about
the Premises, or as a result of the existence or maintenance of
the Premises, or improvements to be erected thereon, and Lessee
shall bear, pay and discharge all judgments which result
therefrom, when and as the same becomes due and payable.

                ARTICLE IV.  PURCHASE OF PREMISES

     4.1  Purchase of Premises.  Upon the expiration of the Lease
Period, whether or not through acceleration under Paragraph 2.5
hereof, Lessee shall purchase the Premises, and all improvements
thereon, free and clear of all liens and encumbrances, for the
fixed purchase price ("Purchase Price") of Three Hundred Seventy-
Five Thousand and 00/100 Dollars ($375,000.00), payable as set
forth herein, upon the terms and provisions hereafter set forth. 
In the event that fee title to the Premises, and all improvements
thereon, cannot be conveyed to Lessee free and clear of all liens
and encumbrances, in accordance with the terms of Paragraph 4.2
hereof, the Lease Period shall be deemed to be extended from the
initial Lease Period expiration date, subject to the same terms
and provisions applicable during the Lease Period.  Said
extension of the Lease Period shall continue until such time as
the Lessor can convey the Premises, and all improvements thereon,
to Lessee, free and clear of all liens and encumbrances.  It is
the express intent of the Lessor and the Lessee that in no event
will the term of the Lease Period, and any extensions thereof,
exceed the total duration of twenty-nine (29) years, eleven (11)
months.  In addition, in the event that fee title to the
Premises, and all improvements thereon, cannot be conveyed to
Lessee free and clear of all liens and encumbrances, as
aforesaid, Lessee shall have the option, at its sole discretion,
to pay such amounts to the holders of such liens and encumbrances
as may be necessary to remove said liens and/or encumbrances from
the Premises, and all improvements thereon, and any such amounts
so paid by Lessee shall be deducted, dollar for dollar, from the
Purchase Price.

     4.2  Terms of Purchase.  Purchase of the Premises, and all
improvements thereon, by Lessee shall be in accordance with the
following:

          (A)  Settlement shall be held, the Purchase Price fully
paid, and the Deed delivered at the office of a title company
doing business in Berks County, Pennsylvania, or at such other
place as the parties hereto shall hereafter agree in writing,
within thirty (30) days after the expiration of the Lease Period
(the "Settlement").

          (B)  Time shall be of the essence of this Agreement.

          (C)  Formal tender of the Deed and Purchase Price is
hereby waived.

          (D)  The title shall be such as a Title Insurance
Company doing business in Berks County, Pennsylvania, will insure
as a good and marketable title at regular rates.

          (E)  The Premises shall be conveyed by special warranty
deed (the "Deed"), in proper recordable form, free and clear of
all liens and encumbrances, excepting existing restrictions and
easements of record.

          (F)  The Premises are being sold subject to existing
zoning and other municipal ordinances and regulations.

          (G)  Real estate taxes shall be apportioned on the
basis of the fiscal year.

          (H)  The expenses of the conveyance shall be paid as
follows:

               (i)  Drawing of the Deed and acknowledgments
     thereon by the Lessor;

               (ii)  Recording of the Deed by the Lessee;

               (iii)  State and local revenue or transfer taxes
     by the Lessor and Lessee in equal portions; and

               (iv)  All other expenses, including title charges,
     by the Lessee.

                    ARTICLE V.  MISCELLANEOUS

     5.1  Contingency.  This Agreement is conditioned and
contingent upon the execution, receipt by Lessee and, where
applicable, recording of Nondisturbance and Attornment
Agreements, written consents to this Agreement, and written
unconditional commitments to release all liens and encumbrances
at or prior to settlement of the purchase of the Premises by
Lessee, all in form and substance satisfactory to Lessee and its
counsel, to be executed by any existing holders of liens and/or
encumbrances on the Premises.

     5.2  Removal of Fixtures.  At the termination of this
Agreement, or at any other time during the Lease Period, Lessee
shall have the right to remove from the Premises the building,
and all fixtures, trade fixtures and equipment of any kind,
including the vault and drive up facilities, which have been
installed or placed upon the Premises by Lessee at any time,
provided that Lessee shall repair any damage to the Premises
resulting from such removal.  Any such items not removed by
Lessee as aforesaid within a reasonable time shall, after thirty
(30) days written notice to Lessee, become the exclusive property
of Lessor and remain as part of the Premises without any further
right, title, interest, or claim in favor of Lessee, or Lessee's
successors or assigns, thereto.

     5.3  Entire Agreement and Amendment.  It is expressly
understood and agreed by Lessor and Lessee that this Agreement
sets forth all of the promises, agreements, conditions and
understandings between the parties regarding the Premises and
that there are no promises, agreements, conditions or
understandings, either oral or written, between them, other than
as are herein set forth.  It is further agreed that no subsequent
alteration, amendment, change or addition to this Agreement shall
be binding upon either party unless reduced to writing and signed
by both.

     5.4  Binding on Successors and Assigns.  All provisions of
this Agreement shall be binding upon and inure to the benefit of
the heirs, executors, administrators, personal representatives,
successors and assigns of the parties hereto.

     5.5  Headings.  The headings to the Article and Paragraphs
of this Agreement are inserted only for convenience of reference
and are not intended, nor shall they construe, to modify, define,
limit or expand the intent of the parties as expressed herein.

     5.6  Arbitration.  Any matter to be determined by
arbitration under Paragraph 3.9 above and any disagreement
between the parties with respect to the interpretation or
application of this Agreement or the obligations of the parties
hereunder shall be determined by arbitration.  Such arbitration
shall be conducted, upon request of either the Lessor or the
Lessee, before one (1) arbitrator designated by the American
Arbitration Association and in accordance with the rules of such
association.  The arbitrator designated and acting under this
Agreement shall make his award in strict conformity with such
rules and shall have no power to depart from or change any of the
provisions thereof.  The expense of arbitration proceedings
conducted hereunder shall be borne equally by the parties.  All
arbitration proceedings hereunder shall be conducted in Reading,
Berks County, Pennsylvania.  The decision of the arbitrator, upon
being made and delivered in writing, shall be final, binding and
conclusive upon the parties, their respective heirs, personal
representatives and assigns, and judgment may be entered upon
such award.  This agreement to arbitration law which, for
purposes of this agreement, shall be the Uniform Arbitration Act,
42 P.C.S.A. 7301, et seq.  Any proceeding conducted pursuant to
this arbitration clause shall be deemed to be, for all purposes,
a common law arbitration.

     5.7  Notice.  Any notice required by this Agreement shall be
deemed given, upon mailing and not delivery, if sent by certified
or registered mail, return receipt requested, post paid,

          TO LESSOR:     Mr. John C. Gordon 
                         Ms. Betty L. Gordon
                         2 Buckingham Drive
                         Reading, PA  19605-1098

          TO LESSEE:     Berks County Bank
                         400 Washington Street
                         P.O. Box 1097
                         Reading, PA  19603
                         Attn:  President

or such other address or person as other party shall designate by
giving written notice thereof to the other.

     5.8  Controlling Law.  The parties agree that this Agreement
shall be construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania.

     IN WITNESS WHEREOF and intending to legally bind their
heirs, executors, successors and assigns, the undersigned,
intending to be legally bound, have caused this Agreement to be
executed and their respective seals to be affixed the day and
year first above written.


                                /s/ John C. Gordon        (SEAL)
                              John C. Gordon


                                /s/ Betty L. Gordon       (SEAL)
                              Betty L. Gordon

                                        "LESSOR"


                              BERKS COUNTY BANK

                              By  /s/ Nelson R. Oswald          
                                   Nelson R. Oswald, President

                                        "LESSEE"
<PAGE>
                           EXHIBIT "A"

     ALL THAT CERTAIN lot or piece of ground together with the
improvements thereon erected, situate on the Easterly side of
Pennsylvania State Highway Route 222, known as William Penn
Highway, leading from Reading to Kutztown, between Darby Avenue
and North Temple Boulevard, as shown on the Plan of Section No. 2
of South Temple, laid out for W.A. Sharp in April, 1929, by
E. Kurtz Wells, Registered Professional Engineer of Reading,
situate in the Township of Muhlenberg, County of Berks and
Commonwealth of Pennsylvania, bounded and described as follows,
to wit:

     BEGINNING at an iron pin at the intersection of the Easterly
lot line of William Penn Highway (one hundred twenty feet wide)
with the Southerly lot line of Darby Avenue (forty-seven feet
wide); thence extending in an Easterly direction along the
Southerly lot line of Darby Avenue forming a right angle with the
Easterly lot line of William Penn Highway a distance of one
hundred seventy-two feet and four hundredths of one foot
(172.04') to a point; thence extending in a Southerly direction,
forming a right angle with the last described line a distance of
two hundred feet (200') to a point; thence in a Westerly
direction, forming a right angle to the last described line, a
distance of one hundred seventy-two and four hundredths of one
feet (172.04') to a point in the Easterly lot line of William
Penn Highway; thence in a Northerly direction, forming a right
angle to the last described line, and along the said highway a
distance of two hundred (200') to the place of beginning.

     BEING THE SAME PREMISES which Lee Heffner, Inc., a
Pennsylvania corporation, by deed dated July 23, 1982 and
recorded in Deed Book Volume 1818, Page 525, Berks County
Records, granted and conveyed unto John C. Gordon and Betty L.
Gordon, his wife.
<PAGE>
                  FIRST ADDENDUM TO OPTION AND
                    LEASE/PURCHASE AGREEMENT

          THIS FIRST ADDENDUM TO OPTION AND LEASE/PURCHASE
AGREEMENT ("First Addendum"), made this 1st day of November,
1996, by and between JOHN C. GORDON and BETTY L, GORDON, husband
and wife, adult individuals (hereinafter individually and
collectively referred to as "Lessor")

                               AND

BERKS COUNTY BANK, a Pennsylvania banking corporation, with its
principal place of business located at 400 Washington Street,
Reading, Berks County, Pennsylvania (hereinafter referred to as
"Lessee").

                           WITNESSETH:

          WHEREAS, the Lessor and the Lessee entered into a
certain Option and Lease/Purchase Agreement dated August 30,
1996, concerning the Premises known as Lot #3, 4453 Fifth Street
Highway, Muhlenberg Township, Berks County, Pennsylvania
("Agreement"), the terms and provisions of which are incorporated
herein by reference thereto; and

          WHEREAS, by letter dated October 22, 1996, the Lessee
exercised its option to lease/purchase the said Premises,
pursuant to Paragraph 1.4 of the Agreement; and

          WHEREAS, the parties hereto have agreed to modify the
terms and provisions of Paragraph 2.4 of the Agreement, as
hereafter set forth.

          NOW, THEREFORE, intending to be legally bound hereby,
and in consideration of the agreements and covenants herein set
forth, as well as set forth in the Agreement, the parties hereto
do hereby agree as follows:

          1.   The aforesaid recitals are incorporated herein as
a substantive part of the within First Addendum.

          2.   Paragraph 2.4 of the Agreement is hereby deleted
and, in substitution thereof, the following shall constitute
Paragraph 2.4 of the Agreement:

               2.4  During the Lease Period, the Lessee
     shall pay to Lessor, on a Triple Net basis, in advance,
     rent ("Rent") equal to the sum of Three Thousand Seven
     Hundred Fifty and 00/100 Dollars ($3,750.00) per month,
     provided, however, that the Lessee shall, beginning on
     the Commencement Date, prepay rent for the months of
     November, 1996 and December, 1996 in the total amount
     of Seven Thousand Five Hundred and 00/100 Dollars
     ($7,500.00). In the event that Settlement of the
     purchase of the Premises, as hereinafter provided,
     occurs during said initial two (2) months of the Lease
     Period, all accrued Rent prepaid by Lessee as herein
     provided shall be credited, dollar for dollar, to the
     Purchase Price.  In addition, in the event that
     Settlement of the purchase of the Premises, as
     hereinafter provided, occurs prior to the end of a
     particular month during the Lease Period for which Rent
     has been paid in advance, any such Rent for said month
     that accrues after the date of Settlement shall be
     credited, dollar for dollar, to the Purchase Price.

          3.   As modified hereby, the terms and provisions of
the Agreement shall remain in full force and effect, and shall be
binding upon and inure to the benefit of the parties hereto, and
their respective heirs, executors, successors and assigns.

          IN WITNESS WHEREOF, and intending to legally bind their
heirs, executors, successors and assigns, the undersigned,
intending to be legally bound, have caused this First Addendum to
be executed and their respective seals to be affixed on the day
and year first above written.

                              /s/ John C. Gordon          (SEAL)
                              John C. Gordon

                              /s/ Betty L. Gordon         (SEAL)
                              Betty L. Gordon

                                   "Lessor"

                              BERKS COUNTY BANK

                              By/s/ Nelson R. Oswald             
                                   Nelson R. Oswald, President

                                   "Lessee"