SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                           Form 8-K

                        CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                  Date of Report - November 3, 2006

              UNION NATIONAL FINANCIAL CORPORATION
      (Exact name of registrant as specified in its charter)

Pennsylvania                      0-19214         23-2415179
---------------------------    -------------      -----------
State or other jurisdiction  (Commission File    (IRS Employer
of Incorporation)                 Number)        Identification
                                                    Number)

101 East Main Street, P.O. Box 567
Mount Joy, Pennsylvania                              17552
---------------------------------------          --------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number including area code:
                (717) 653-1441
                --------------
                                N/A
----------------------------------------------------------------
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

 Item 1.01 Entry into a Material Definitive Agreement
__________________________________________

                 On October 30, 2006, Union National Community
                 Bank, the wholly-owned banking subsidiary of
                 Union National Financial Corporation, entered
                 into an agreement with 301 Centerville Road
                 Associates, LP for the lease of a 3,500 square
                 foot Gold Cafe (Retail Banking Office) that is
                 located at 301 Centerville Road, East
                 Hempfield, PA. The Retail Banking Office will
                 be the Bank's second Gold Cafe, which will be a
                 combination of a full service bank and a high-
                 end coffee house providing services to new and
                 existing customers in an innovative atmosphere.
                 It is anticipated that the Gold Cafe will be in
                 service in November, 2006 and the term of the
                 lease agreement will begin November 15, 2006.
                 This lease will be classified as an operating
                 lease and has an initial term of 16 years.
                 Initial annual payments under this lease
                 agreement are currently estimated to be
                 $251,625 plus reimbursement to the landlord of
                 operating costs. The final lease amount will be
                 determined upon a final accounting of the total
                 project costs. The aforementioned lease
                 agreement is attached as Exhibit 99.1 to this
                 Current Report on Form 8-K and is incorporated
                 herein by reference.

Item 9.01 Financial Statements and Exhibits
_________________________________
          (c) Exhibits.
          Exhibit No. Description
          ___________ ___________
          99.1        Office Lease between 301 Centerville Road
                      Associates, LP as Landlord and Union
                      National Community Bank as Tenant for 301
                      Centerville Road Lancaster, PA 17601
<PAGE>

                        SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
                           UNION NATIONAL FINANCIAL CORPORATION
                          (Registrant)

Dated: November 3, 2006         /s/Mark D. Gainer
                            ----------------------------------
                          Mark D. Gainer, Chairman, President
                          and Chief Executive Officer

<PAGE>
                      EXHIBIT INDEX
Exhibit                                                 Page
_______                                                 ____
99.1      Office Lease between 301 Centerville Road,      5
          Associates, LP as Landlord and Union National
          Community Bank as Tenant for 301 Centerville Road
          Lancaster, PA 17601
<PAGE>

                      EXHIBIT 99.1

Office Lease between 301 Centerville Road Associates, LP as
Landlord and Union National Community Bank as Tenant for 301
Centerville Road, Lancaster,PA 17601

<PAGE>

                          LEASE AGREEMENT


                              between


                301 CENTERVILLE ROAD ASSOCIATES, LP

                             as Landlord


                                 and

                   UNION NATIONAL COMMUNITY BANK

                             as Tenant


                                for

                       301 Centerville Road
                    Lancaster, Pennsylvania 17603

<PAGE>
1.   REFERENCE DATA...........................................1
2.   PREMISES.................................................1
3.   TERM.....................................................2
4.   RENT.....................................................2
5.   NET LEASE; TAXES.........................................4
6.   LATE CHARGES.............................................5
7.   USE OF PREMISES..........................................5
8.   CONDITION OF PREMISES....................................5
9.   ALTERATIONS AND TRADE FIXTURES; REMOVAL..................5
10.  MECHANICS' LIENS.........................................6
11.  UTILITIES AND SERVICES...................................7
12.  ASSIGNMENT AND SUBLETTING................................7
13.  ACCESS TO PREMISES.......................................9
14.  REPAIRS AND MAINTENANCE..................................9
15.  INDEMNIFICATION AND INSURANCE...........................10
16.  WAIVER OF CLAIMS........................................11
17.  QUIET ENJOYMENT.........................................11
18.  CASUALTY DAMAGE.........................................12
19.  CONDEMNATION............................................13
20.  SUBORDINATION...........................................13
21.  ESTOPPEL CERTIFICATE....................................14
22.  DEFAULT.................................................14
23.  REMEDIES................................................15
24.  LANDLORD DEFAULT........................................17

<PAGE>

25.  REQUIREMENT OF STRICT PERFORMANCE.......................17
26.  SURRENDER OF PREMISES; HOLDING OVER.....................18
27.  COMPLIANCE WITH LAWS AND ORDINANCES.....................18
28.  USE AND OCCUPANCY TAXES, SALES TAXES, AND OTHER TAXES...19
29.  WAIVER OF TRIAL BY JURY.................................20
30.  NOTICES.................................................20
31.  NOTICE TO LENDER........................................20
32.  REAL ESTATE BROKERS.....................................20
33.  FORCE MAJEURE...........................................20
34.  LANDLORD'S OBLIGATIONS..................................21
35.  LANDLORD'S LIABILITY....................................21
36.  LIABILITY OF TENANT.....................................21
37.  FINANCIAL STATEMENTS....................................21
38.  SUCCESSORS..............................................21
39.  GOVERNING LAW...........................................21
40.  SEVERABILITY............................................22
41.  CAPTIONS................................................22
42.  GENDER..................................................22
43.  EXECUTION...............................................22
44.  ENTIRE AGREEMENT........................................22
45.  TENANT'S WORK...........................................22
46.  OPTION TO RENEW.........................................23
47.  RIGHT OF FIRST OFFER....................................24
48.  EXHIBITS................................................25

<PAGE>

                            LEASE
                            _____

     THIS LEASE is made this 30th day of October, 2006 by and
between 301 CENTERVILLE ROAD ASSOCIATES, LP, a Pennsylvania
limited partnership ("Landlord"), and UNION NATIONAL COMMUNITY
BANK, a National Banking Association ("Tenant").

1.  Reference Data.  As used in this Lease, the following terms
shall have the indicated meanings and refer to the data set
forth in this Section:

Landlord's Address:    301 Centerville Road Associates, LP
                       120 North Pointe Boulevard, Suite 301
                       Lancaster, Pennsylvania 17601

Tenant's Address:      570 Lausch Lane
                       Lancaster, Pennsylvania 17601

Building:              301 Centerville Road
                       Lancaster, Pennsylvania

Land:                  The 1.145 acre tract of land on which the
                       Building is located, as further described
                       in Exhibit "A" attached hereto.

Premises:              The entire Building, consisting of
                       approximately 3,500 square feet plus
                       three (3) drive-thru lanes, and the Land.


Term:                  Sixteen (16) years (plus, if the
                       Commencement Date is not the first day of
                       a calendar month, the balance of the
                       calendar month in which the Commencement
                       Date occurs).

Scheduled
  Commencement Date:   November 15, 2006.

Base Rent:             Shall be as provided in Sections 4(d) and
                       4(e) hereof.

Security Deposit:      N/A

2.   Premises.
     _________
     (a) For and in consideration of the rent to be paid and the
covenants and agreements to be performed by Tenant as
hereinafter set forth, Landlord does hereby lease, demise and
let unto Tenant the Premises.  For purposes of this Lease the
Premises are deemed to include the number of rentable square
feet designated for the Premises in Section 1.

<PAGE>

     (b)  Subject to the terms of Section 45 hereto, Tenant
shall use its commercially reasonable and diligent efforts to
cause its contractor(s) to complete the construction of Tenant's
Work (as hereinafter defined) in accordance with the terms of
this Lease.

3.   Term.  The Term shall commence on the "Commencement Date"
     ____
which shall be the earlier of the Scheduled Commencement Date or
the date upon which Tenant opens for business on the Premises or
any portion thereof.  Once the Commencement Date has been
determined, Landlord and Tenant shall confirm the commencement
and expiration dates of the Term in writing.  However, the
failure of the parties to execute such writing shall not defer
the Commencement Date or otherwise invalidate this Lease.

4.   Rent.
     ____
     (a)  Base Rent.  During the Term of this Lease, Tenant
          _________
shall pay to Landlord the Base Rent, in equal monthly
installments in advance on the first day of each calendar month,
without setoff or deduction.  In the event the Term of this
Lease commences on a day other than the first day of a calendar
month, then on the Commencement Date Tenant shall pay to
Landlord a pro rata portion of the monthly installment of Base
Rent for such partial month.  If the Term of this Lease
commences on the Commencement Date for a portion, but not all,
of the Premises, then Tenant shall pay Base Rent for the portion
of the Premises occupied by Tenant only.

     (b)  Additional Rent.  Whenever under the terms of this
          _______________
Lease any sum of money is required to be paid by Tenant in
addition to the Base Rent herein reserved, even if said
additional sum is not designated as "Additional Rent", if such
                                     _______________
sum is not paid when due, said sum shall nevertheless be deemed
"Additional Rent" and be collectible as rent.  Nothing herein
contained shall be deemed to limit any other remedy of Landlord
if any such sum is not paid when due.

     (c)  Payment.  All payments of Base Rent and Additional R
          _______
Rent shall be paid when due, without demand, setoff or
deduction, except as set forth herein, at Landlord's Address, or
at such other place as Landlord may from time to time direct by
notice to Tenant.  All checks shall be made payable to Landlord
or such other person as Landlord may direct from time to time.

     (d)  Initial Determination of Base Rent.
          ___________________________________
          (i) Annual Base Rent during each of the first five (5)
years of the Term shall be an amount equal to the product
obtained by multiplying final Project Costs by 9.15%.  For
example, if final Project Costs are determined to be
$2,800,000.00, then annual Base Rent during each of the first
five (5) years of the Term shall be $256,200.00.

          (ii)  Landlord and Tenant acknowledge that final
Project Costs may not be known as of the Commencement Date.
Accordingly, if such final Project Costs have not been
determined as of the Commencement Date, Tenant shall pay Base
Rent based on an annual Base Rent of $251,625.00, which amount
has been obtained by assuming Project Costs in the amount of
$2,750,00.00 and multiplying such amount by 9.15% (the "Assumed
Base Rent").  Promptly after the determination of annual Base
Rent for each of the first five (5) years of the Term in
accordance with Section 4(d)(i), Tenant shall promptly reimburse
Landlord, or Landlord shall credit to Tenant against future
installments of Base Rent, as the case may be, any differential
on account of Assumed Based Rent paid by Tenant prior to the
calculation of actual Base Rent in

<PAGE>

accordance with Section 4(d)(i).  The parties acknowledge and
agree that the Assumed Base Rent has been agreed upon only as a
mechanism to provide for payment of Base Rent until final
Project Costs have been determined, and does not constitute an
estimate, representation or warranty by either party regarding
final Project Costs.

          (iii)  Promptly following the Commencement Date
Landlord shall provide to Tenant a statement in reasonable
detail of the final Project Costs paid or incurred by Landlord
and Landlord's calculation of the initial Base Rent.  Landlord's
statement of Project Costs and calculation of the initial Base
Rent shall be deemed final and accepted by Tenant unless, within
ten (10) days after receipt thereof, Tenant gives Landlord
written notice objecting thereto and containing Tenant's
calculation of the initial Base Rent.  If Tenant timely objects
to Landlord's statement of the final Project Costs or
calculation of the initial Base Rent and such objections are not
resolved within thirty (30) days after Landlord's receipt of
Tenant's objection notice, the issue shall be submitted for
binding resolution to independent certified public accountants
mutually selected by Landlord and Tenant. The expense of such
independent certified public accountants shall be borne by the
party whose calculation of the initial Base Rent is furthest
from the amount calculated by the independent certified public
accountant. Until the resolution of any such objections Tenant
shall continue to pay Assumed Base Rent as provided in Section
4(d)(ii).

     (e)  Future Adjustments of Base Rent.  Effective as of the
          _______________________________
first day of Year six (6) of the Term and the date every five
years thereafter (each such date, an "Adjustment Date") the Base
Rent shall increase to an amount equal to the lesser of (i) 109%
of the Base Rent in effect immediately prior to such Adjustment
Date or (ii) the amount of Base Rent that would be payable if
the Base Rent payable as of the prior Adjustment Date (the
Commencement Date for purposes of the first adjustment) had been
increased annually on the first day of each Year to and
including the applicable Adjustment Date to reflect the annual
increase in the Consumer Price Index.  In no event shall Base
Rent decrease as of any Adjustment Date.

 "Consumer Price Index" means the Consumer Price Index published
  ____________________
by the Bureau of Labor Statistics of the United States
Department of Labor for "All Urban Consumers" in the table
entitled "Consumer Price Index:  United States City Average",
All Items (1982-84=100), or any successor index thereto, for the
month in question.  In the event that the Consumer Price Index
is converted to a different standard reference base or otherwise
revised, the determination of the Base Rent to be made pursuant
to this Section shall be made with the use of such conversion
factor, formula or table for converting the Consumer Price Index
as may be published by the Bureau of Labor Statistics or, if not
so published, then with the use of such conversion factor,
formula or table as may be published by any nationally
recognized publisher of statistical information selected by
Landlord, or if a conversion factor, formula or table is
unavailable, Landlord and Tenant shall agree on another method
to adjust the Consumer Price Index, or any successor thereto, to
the figure that would have been arrived at had the manner of
computing the Consumer Price Index in effect on the date of this
Lease not been altered.  If Landlord and Tenant fail to agree
upon a conversion factor, formula, table or other method, the
matter will be submitted for resolution by independent certified
public accountants mutually selected by Landlord and Tenant, at
Tenant's expense.

     (f)  "Project Costs" shall mean all costs paid or incurred
           _____________
by Landlord for acquiring, financing and developing the Premises
including, without limitation, (i) the purchase

<PAGE>

price, closing costs and legal and other professional fees
related to Landlord's acquisition of the Premises, (ii) all
interest and other financing costs paid or incurred  by Landlord
from the date it acquired the Premises through the Commencement
Date including but not limited to all costs associated with
permanent financing whether incurred prior to or after the
Commencement Date, (iii) any maintenance and repair expenses
incurred by Landlord from the date it acquired the Premises
through the Commencement Date, (iv) any land development
approval expenses related to the Premises, (v) any closing costs
and legal and professional fees incurred by Landlord related to
the Construction Loan (as hereinafter defined), (vi) all
interest paid by Landlord on the Construction Loan, (vii) all
insurance costs, real estate taxes and other carry costs paid or
incurred by Landlord and related to the Premises from the date
Landlord acquired the Premises through the Commencement Date
(including the costs of any title insurance obtained by Landlord
in connection with its acquisition of the Premises and closing
under the Construction Loan), (viii) any costs specifically
designated in this Lease as Project Costs, including, without
limitation, costs funded by Landlord to Tenant for payment of
Tenant's Work, and (ix) any and all other costs incurred by
Landlord related to the Premises and the improvements to be
constructed by Tenant thereon. Notwithstanding anything that may
be contained in this Lease to the contrary, Tenant shall be
solely responsible for the payment of all Project Costs in
excess of $2,900,000.00 (hereinafter referred to as "Excess
Project Costs").  Tenant agrees to pay all Excess Project Costs
directly to the parties to which such payments are due, or in
the event Landlord has paid any Excess Project Costs, Tenant
agrees to promptly reimburse Landlord for such costs upon
invoice thereof.

     (g)  Upon the determination of Base Rent for the first five
(5) years of the Term in accordance with Section 4(d)(i), or
upon the determination of Base Rent for any Adjustment Period in
accordance with Section 4(e), Landlord and Tenant shall promptly
confirm such Base Rent by executing an amendment to this Lease.
However, failure of the parties to execute any such amendment
shall in no event affect Tenant's obligation to pay Base Rent as
provided in this Lease.

5.  Net Lease; Taxes.
    ________________
    (a)  Net Lease.   The Rent shall be paid absolutely net to
         __________
Landlord, so that this Lease shall yield to Landlord the full
amount of Rent throughout the Term.  From and after the date of
this Lease Landlord shall not under any circumstances be
required to build or rebuild any improvements on the Land or
make any repairs, replacements, alterations, restoration or
renewals of any nature to the Premises, whether ordinary or
extraordinary, structural or non-structural, foreseen or
unforeseen, or to make any expenditure whatsoever with respect
thereto in connection with this Lease, or to maintain the
Premises in any way.

    (b)  Taxes.   Tenant shall pay all Taxes for each year and
         _____
partial year falling within the Term.  Tenant shall pay Taxes
before any fine, penalty, interest or cost may be added for
non-payment.   Such payments shall be made directly to the
taxing authorities where feasible, and Tenant shall promptly
furnish to Landlord copies of official receipts or other
satisfactory proof evidencing such payments.  Taxes imposed in
respect of tax fiscal periods in which the Commencement Date and
expiration date of this Lease fall shall be adjusted and
prorated between Landlord and Tenant (although all Taxes
incurred by Landlord prior to the Commencement Date shall form
part of the Project Costs), whether or not any such Tax is
imposed before or after such commencement or expiration, and
Tenant's obligation to pay its prorated share of Taxes shall
survive the termination of this Lease.  Notwithstanding anything
to

<PAGE>

the contrary contained in this Section 5(b), if a mortgagee of
the Premises requires that Taxes be paid in advance, such as, by
way of example only, through an escrow arrangement with such
mortgagee or its agent, then Tenant shall comply with any
instructions of such mortgagee or its agent with respect to the
payment of Taxes hereunder.  "Taxes" means taxes, assessments,
and governmental charges or fees whether federal, state, county
or municipal, and whether they be by taxing districts or
authorities presently taxing or by others, subsequently created
or otherwise, and any other taxes and assessments (including
non-governmental assessments for common charges under a
restrictive covenant, reciprocal easement agreement or other
private agreement) now or hereafter attributable to the Premises
(or its operation), excluding, however, penalties and interest
thereon, any transfer or sales tax imposed on a sale by Landlord
of the Premises (although any increase in real estate taxes or
assessments resulting from such sale are included in Taxes) and
federal and state taxes on income (if the present method of
taxation changes so that in lieu of or in addition to the whole
or any part of any Taxes, there is levied on Landlord a capital
tax directly on the rents received therefrom or a franchise tax,
assessment, or charge based, in whole or in part, upon such
rents for the Premises, then all such taxes, assessments, or
charges, or the part thereof so based, shall be deemed to be
included within the term "Taxes" for purposes hereof).

6.  Late Charges.  In the event that Tenant shall fail to pay
    ------------
Base Rent or any Additional Rent within five (5) days after its
due date, Tenant shall pay an automatic late charge to Landlord
of $250.00.  In addition, in the event that Tenant shall fail to
pay Base Rent or any Additional Rent within thirty (30) days
after its due date, then from and after the thirty-first (31st)
day until the date Tenant finally pays Base Rent or Additional
Rent, Tenant shall pay Landlord interest at the rate of two
percentage points (2%) per annum in excess of the Prime Rate
reported from time to time in the Wall Street Journal (the
                                  -------------------
"Overdue Interest Rate") with respect to the delinquent amount.
-----------------------
Such late charges and interest shall be deemed Additional Rent
for all purposes under this Lease.

7.  Use of Premises.  Tenant shall use and occupy the Premises
    _______________
as a full service branch bank.  Landlord and Tenant acknowledge
and agree that in connection with Tenant's use and occupancy of
the Premises as a full service branch bank, Tenant shall be
permitted to operate, or contract with a third party to operate
pursuant to a licensing and/or sublease agreement, a "coffee
house" or other retail operation from the Premises so long as
such coffee house or other retail operation is incidental to
Tenant's use and occupancy of the Premises as a full service
branch bank ("Permitted Incidental Use").  Tenant shall not use
or occupy the Premises for any other purpose or business without
the prior written consent of Landlord.  Tenant and its
employees, agents, licensees and invitees shall observe and
comply with the rules and regulations Landlord may from time to
time specify by written notice given to Tenant.

8.  Condition of Premises.  Landlord shall not be required to
    _____________________
make any improvements to the Premises and there have been no
representations or warranties made by or on behalf of Landlord
with respect to the Premises or with respect to the suitability
of the Premises for the conduct of Tenant's business.  The
taking of possession of the Premises by Tenant in order to
perform Tenant's Work pursuant to Section 45 shall conclusively
establish that the Premises were in satisfactory condition,
order and repair at such time.

9.  Alterations and Trade Fixtures; Removal.
    _______________________________________
<PAGE>

    (a)  During the Term of this Lease, except for Tenant
Improvements for which Section 45 shall govern, Tenant shall not
make any alterations or additions to the Premises without the
prior written consent of Landlord, which shall not be
unreasonably withheld so long as the proposed alteration or
addition does not affect the Building structure or any of the
Building systems and is not visible from outside the Premises.
In the event that Tenant shall desire to perform any such
alterations or additions in or about the Premises, Tenant shall
deliver to Landlord detailed, professionally prepared plans and
specifications prepared at the expense of Tenant.  Landlord
shall review such plans and specifications and return same to
Tenant either marked approved, marked to show the corrections
required (in which event such marked-up plans and specifications
shall be deemed approved as marked-up), or marked disapproved
with the reasons therefor.  If Landlord disapproves Tenant's
plans and specifications, Tenant may submit revised plans and
specifications subject to subsequent mark-ups or disapprovals
and corrections in the above manner.  Upon approval by Landlord
of Tenant's plans and specifications, Tenant shall proceed with
due diligence to commence the work to be performed by Tenant and
shall complete such work in a diligent manner.  All such work to
be done or performed in or about the Premises by Tenant shall be
performed (1) at Tenant's sole cost and expense, and (2) by
contractors and subcontractors approved by Landlord.  Prior to
commencing work Tenant shall cause its contractor to provide
Landlord with insurance certificates confirming that such
contractor carries commercial general liability insurance with a
combined single limit of not less than $1,000,000, naming
Landlord, Landlord's mortgagee and Landlord's managing agent as
additional insureds.  Upon completion of any such work, Tenant
shall pay to Landlord an amount not to exceed $1,000.00, to
reimburse Landlord for review of such plans and specifications
and the coordination and final inspection of the work.

    (b)  Tenant's right to do any alteration work in or about
the Premises shall be and hereby is conditioned upon Tenant's
work being performed by workmen and mechanics working in harmony
and not interfering with labor employed by Landlord and
Landlord's contractors.  If at any time any of the workmen or
mechanics performing any of Tenant's work  shall be unable to
work in harmony or shall interfere with any labor employed by
Landlord or Landlord's mechanics and contractors, then the
permission granted by Landlord to Tenant to do any work in or
about the Premises may be withdrawn by Landlord upon written
notice to Tenant.

    (c)  All alterations, interior decorations, improvements or
additions made to the Premises by Tenant, except for movable
furniture, equipment and trade fixtures, shall become Landlord's
property upon expiration or sooner termination of this Lease,
unless Landlord gives Tenant written notice to remove any such
alteration, interior decoration, improvement or addition
(including, but not limited to, any voice or data cables and
lines installed by Tenant in the Premises) prior to, or within
ten (10) days following, the expiration or termination of this
Lease, in which case Tenant shall remove the designated
alteration, decoration, improvement or addition and repair any
damage caused thereby.  Tenant shall also remove all movable
furniture, equipment and trade fixtures installed by Tenant in
the Premises, except lighting fixtures and air-conditioning
equipment, and repair any damage caused to the Premises by said
removal.  All of said movable furniture, equipment and trade
fixtures remaining in the Premises after the Lease expiration
date, or any sooner termination of this Lease, shall be deemed
to be abandoned property and may be disposed of by Landlord or,
at Landlord's option, stored, in either case at Tenant's risk
and expense.  Any costs incurred by Landlord in removing,
storing and/or disposing of Tenant's property and repairing any
damage caused thereby, plus interest thereon at the Overdue
Interest Rate, shall be paid by Tenant to Landlord on demand.

<PAGE>

10.  Mechanics' Liens.
     ________________
     (a)  Prior to Tenant performing any alterations, additions
or construction work in or about the Premises for which a lien
could be filed against the Premises, Tenant shall have its
contractor execute and file in the appropriate public office a
Waiver of Mechanics' Lien, in form satisfactory to Landlord, and
provide Landlord with a copy of the filed Waiver.
Notwithstanding the foregoing, if any mechanics' or other lien
shall be filed against the Premises purporting to be for labor
or materials furnished or to be furnished at the request of
Tenant, then at its expense, Tenant shall cause such lien to be
removed of record by payment, bond or otherwise, within twenty
(20) days after the filing thereof.  If Tenant shall fail to
cause such lien to be removed of record within such twenty (20)
day period, Landlord may cause such lien to be removed of record
by payment, bond or otherwise, without investigation as to the
validity thereof or as to any offsets or defenses thereto, in
which event Tenant shall reimburse Landlord in the amount paid
by Landlord, including expenses, within ten (10) days after
Landlord's billing therefor.  Tenant shall indemnify and hold
Landlord harmless from and against any and all claims, costs,
damages, liabilities and expenses (including attorney fees)
which may be brought or imposed against or incurred by Landlord
by reason of any such lien or removal of record.

     (b)  Nothing in this Lease shall be deemed to be, or
construed in any way as constituting, the consent or request of
Landlord, expressed or implied, by inference or otherwise, to
any person, firm or corporation for the performance of any labor
or the furnishing of any materials for any construction,
rebuilding, alteration, addition or repair of or to the Premises
or any part thereof, nor as giving Tenant any right, power or
authority to contract for or permit the rendering of any
services or the furnishing of any materials which might in any
way give rise to the right to file any lien against Landlord's
interest in the Premises.

11.  Utilities and Services.
     ______________________
     (a)  Utilities.  Tenant shall contract for in its own name
          _________
and pay for all water, gas, electricity, heat, telephone, sewer,
sprinkler charges and other utilities and services used at the
Premises, together with any taxes, penalties, surcharges,
connection charges, maintenance charges, and the like pertaining
to Tenant's use of the Premises.  Landlord shall not be liable
for any interruption or failure of utility service to the
Premises, and such interruption or failure of utility service
shall not be a constructive eviction of Tenant, constitute a
breach of any implied warranty, or entitle Tenant to any
abatement of Tenant's obligations hereunder.

     (b)  Janitorial and Other Services.  Tenant, at its sole
          _____________________________
expense, shall provide its own janitorial, landscaping and snow
removal services to the Premises and shall maintain the Premises
in a clean and safe condition.  Tenant shall store all trash and
garbage in accordance with the requirements of all applicable
governmental authorities and shall, at its sole expense, arrange
for the regular pickup of such trash and garbage on a timely
basis.

12.  Assignment and Subletting.
     _________________________
     (a)  Except as expressly permitted pursuant to this
Section, Tenant shall not assign or mortgage this Lease or any
interest therein or sublet the Premises without the prior
written consent of Landlord, which shall not be unreasonably
withheld or delayed.  Any of the foregoing acts without
Landlord's consent shall be voidable and shall, at the option of
Landlord, be an Event of Default under this Lease.  Neither this
Lease nor any interest therein shall be assignable as to the
interest of Tenant by operation of law, without the prior
written consent of

<PAGE>

Landlord.  Unless Tenant is a company whose shares are publicly
traded, any transfer of the ownership or control of Tenant,
whether by transfers of stock or partnership interests, merger,
consolidation or otherwise, however such transfer of ownership
or control is accomplished, shall constitute an assignment of
Tenant's interest in this Lease and as such shall be subject to
this Section 12.  Notwithstanding the foregoing, without the
consent of Landlord but upon notice to Landlord,  Tenant may
assign the Lease to:

          (i)  any corporation that controls, is controlled by,
or is under common control with, Tenant; or

          (ii)  any corporation resulting from the merger,
consolidation or other corporate reorganization with Tenant or
to any entity that acquires all or substantially all of Tenant's
assets, as long as the assignee or sublessee is a bona fide
entity and assumes the obligations of Tenant under this Lease
and such entity has a net worth following such merger,
consolidation or reorganization at least equal to the net worth
of Tenant on the date hereof or the date of such merger,
consolidation or reorganization, whichever is higher.

     (b)  If at any time or from time to time during the Term of
this Lease, Tenant desires to assign this Lease or sublet the
Premises (except for such assignment or sublet as is permitted
pursuant to Sections 12(a)(1), 12(a)(ii) or 12(f)), Tenant shall
give Landlord written notice of such intent, which notice must
be accompanied by (1) a written description of the proposed
assignment and financial and business information for the
proposed assignee or subtenant, including bank and general
references, and (2) an administrative fee of $2,000 to defray
Landlord's expenses in reviewing such request.  Landlord shall
either refuse to approve the proposed assignment or shall permit
the proposed assignment within thirty (30) days of Landlord's
receipt of Tenant's notice and the additional information and
payment required above in this Section 12(b). In the event that
Landlord permits Tenant to assign this Lease or sublet the
Premises to any third party, such assignment or sublease shall
be subject to the following terms and conditions:

          (i)  Tenant shall obtain the consent of Landlord,
which consent shall not be unreasonably withheld; Landlord shall
base its decision upon the financial condition, business and
character of the proposed assignee or subtenant and the proposed
use of the Premises;

          (ii)  No assignment shall be valid and no subtenant or
assignee shall take possession of the premises assigned until a
fully executed original of such assignment of this Lease has
been delivered to Landlord, and Tenant and such assignee have
executed such additional documentation as Landlord may
reasonably require;

          (iii)  Any options granted to Tenant in this Lease
(including but not limited to any option to renew the Term)
shall be deemed void and of no further effect, it being
understood that all such options are personal to Tenant; and

          (iv)  No assignee shall have a further right to assign
the Lease and no subtenant shall have a further right to sublet
the Premises, except in accordance with the provisions of this
Section 12.


     (c)  Except for any  sublease permitted pursuant to Section
12(f) below, Tenant shall pay Landlord within five (5) days
after receipt, as Additional Rent, fifty percent (50%) of any
subrents, other sums or other economic consideration received by
Tenant as a

<PAGE>

result of any subletting or assignment, whether denominated as
rentals under the sublease or otherwise, which exceed, in the
aggregate, the aggregate of the total sums which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to that portion of the Premises subject to
a sublease) plus an amortization over the term of any such
sublease of the cost of leasehold improvements made to the
Premises by Tenant for the subtenant or assignee, and other
reasonable expenses incurred by Tenant incident to the
subletting or assignment, including legal fees and standard
leasing commissions.  If such subleasing or assignment has been
made without the consent of Landlord as provided herein,
Landlord shall be entitled to all economic consideration
received by Tenant in accordance with the provisions of this
Section 12(c), but the receipt of such monies shall not be
deemed to be a waiver of the provisions of this Section 12 with
respect to assignment and subletting, or the acceptance of such
assignee or subtenant as Tenant hereunder.

     (d)  Whether or not Landlord's consent is required or
obtained hereunder, no subletting or assignment shall release
Tenant of Tenant's obligations or alter the primary liability of
Tenant to pay Base Rent and Additional Rent and to perform all
other obligations to be performed by Tenant under this Lease.
This continuing obligation of Tenant shall not be affected in
any way by any subsequent amendment of this Lease made by
Landlord and any assignee, or any waiver, forbearance or other
accommodation granted by Landlord to any assignee.  The
acceptance of rental by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision hereof.
Consent to one (1) assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting.  In the
event of default by any assignee of Tenant or any successor of
Tenant in the performance of any of the terms of this Lease,
Landlord may proceed directly against Tenant without the
necessity of exhausting remedies against such assignee or
successor.

     (e)  In the event that the Premises or any part thereof
have been sublet by Tenant and an Event of Default under this
Lease has occurred and is continuing, then Landlord may collect
rent from the subtenant and apply the amount collected to the
Base Rent and Additional Rent herein reserved, but no such
collection shall be deemed a waiver of the provisions of this
Section 12 with respect to subletting or the acceptance of such
subtenant as Tenant hereunder or a release of Tenant under this
Lease.

     (f)  Tenant may, without the consent of Landlord or notice
thereof, sublease a portion of the Premises to a third party in
a accordance with the provisions of Section 7 above.

13.  Access to Premises.  Landlord, its employees and agents
     __________________
shall have the right to enter the Premises at all reasonable
times during business hours and at any time in case of an
emergency for the purpose of examining or inspecting the
Premises, showing the Premises to prospective purchasers,
mortgagees and (during the last year of the Term only)
prospective tenants of the Building, and making such
alterations, repairs, improvements or additions to the Premises
as Landlord may determine to be necessary or desirable (provided
that Landlord shall have no obligation to undertake any such
alterations, repairs, improvements or additions).  Landlord
shall use reasonable efforts during any such entry into the
Premises to minimize the disruption to Tenant's business
activities.  If representatives of Tenant shall not be present
to open and permit entry into the Premises at any time when such
entry by Landlord is necessary or permitted hereunder, Landlord
may enter by means of a master key (or forcibly in the event of
an emergency) without liability to Tenant and without such entry
constituting an eviction of Tenant

<PAGE>

or termination of this Lease.  If Tenant has relocated from the
Premises, the entry of Landlord into the Premises to retrofit
the same or a portion thereof for a subsequent tenant shall not
be deemed the acceptance of surrender, eviction or a termination
of this Lease with respect to the Premises or such portion
thereof unless or until a successor tenant has occupied the same
and begun paying rent thereon.



14.  Repairs and Maintenance.  Tenant, at its sole cost and
     _______________________
expense, shall make all repairs necessary to maintain and keep
the Premises and the fixtures therein in neat and orderly
condition, including but not limited to maintenance, repair and
replacement of the exterior, foundations, and structural
portions of the Premises (including doors, glass and glass
windows), including gutters, downspouts, all service pipes,
lines and mains leading to and from the Premises, the plumbing,
electric, sewer, HVAC, mechanical and other systems in the
Premises, all roof repairs and replacements as the same may be
required from time to time,  and the parking areas, sidewalks
and landscaping located on the Land.  Such repairs and
replacements include capital expenditures and repairs whose
benefit may extend beyond the Term. Tenant agrees to keep the
sidewalks on the Premises and parking areas reasonably clear of
daily debris, snow and ice.  In the event that any governmental
regulations from time to time require emergency lighting to be
installed in the Premises, the installation and maintenance of
same, including providing battery power, shall be the
responsibility of Tenant. If Tenant refuses or neglects to make
such repairs, or fails diligently to prosecute the same to
completion, after notice from Landlord of the need therefor,
Landlord may make such repairs at the expense of Tenant and such
expense, along with a ten percent (10%) service charge, shall be
collectible as Additional Rent.

15.  Indemnification and Insurance.
     ______________________________
     (a)  Tenant shall indemnify, defend and hold harmless
Landlord, Landlord's mortgagee and Landlord's managing agent
from and against any and all costs, expenses (including
reasonable attorney fees), liabilities, losses, damages, suits,
actions, fines, penalties, claims or demands of any kind and
asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with (1) any
failure by Tenant to perform any of the agreements, terms,
covenants or conditions of this Lease required to be performed
by Tenant, (2) any failure by Tenant to comply with any
statutes, ordinances, regulations or orders of any governmental
authority, or (3) any accident, bodily injury (including death
resulting therefrom), or damage to or loss or theft of property,
which shall occur in or about the Premises or otherwise arising
out of Tenant's use of the Premises, except to the extent due to
the gross negligence or willful misconduct of Landlord.  The
indemnities contained in this paragraph shall survive the
expiration or earlier termination of this Lease.

     (b)  During the Term of this Lease and any renewal thereof,
Tenant shall obtain and promptly pay all premiums for:

          (i)  Commercial General Liability Insurance with broad
form extended coverage, including Contractual Liability,
covering claims for bodily injury (including death resulting
therefrom) and loss or damage to property occurring upon, in or
about the Premises, with minimum limits of $1,000,000 per
occurrence and $2,000,000 aggregate.

          (ii)  Property insurance for the Building's full
replacement value (including all alterations, improvements and
betterments made by Tenant), with a deductible not to exceed
$10,000 and naming Landlord and any mortgagee as additional
insured and loss payees as their interests may appear;

<PAGE>

          (iii)  Insurance covering the full value of all
furniture, trade fixtures and personal property (including
property of Tenant or others) in the Premises;

          (iv)  Contractual liability insurance sufficient to
cover Tenant's indemnity obligations hereunder (but only if such
contractual liability insurance is not already included in
Tenant's commercial general liability insurance policy);

          (v)  Worker's compensation insurance;

          (vi)  Business interruption insurance covering a
period of not less than twelve (12) months; and

          (vii)  Any additional insurance required by Landlord's
mortgagee or Landlord's managing agent.

     All such policies and renewals thereof shall name Landlord,
Landlord's mortgagee and Landlord's managing agent as additional
insureds.  All policies of insurance shall provide (1) that no
material change or cancellation of said policies shall be made
without at least thirty (30) days prior written notice to
Landlord and Tenant, and (2) that any loss shall be payable
notwithstanding any act or negligence of Tenant or Landlord
which might otherwise result in the forfeiture of said
insurance.  On or before the Commencement Date of the Term of
this Lease, and thereafter not less than thirty (30) days prior
to the expiration dates of said policy or policies, Tenant shall
furnish Landlord with renewal certificates of the policies of
insurance required under this paragraph.  Tenant's insurance
policies shall be issued by insurance companies authorized to do
business in the Commonwealth of Pennsylvania with a financial
rating of at least A as rated in the most recent edition of
Best's Insurance Reports and have been in business for the past
five (5) years.  The aforesaid insurance limits may be
reasonably increased by Landlord from time to time during the
Term of this Lease.

     If a mortgagee of the Premises requires that any premiums
for insurance required to be carried by Tenant pursuant to this
Section 15(b) be paid in advance, such as, by way of example
only, through an escrow arrangement with such mortgagee or its
agent, then Tenant shall comply with any instructions of such
mortgagee or its agent with respect to the payment of such
insurance premiums.

     (c)  Tenant and Landlord, respectively, hereby release each
other from any and all liability or responsibility to the other
for all claims of anyone claiming by, through or under them by
way of subrogation or otherwise for any loss or damage to
property owned by Landlord and Tenant respectively in the
Premises and covered by insurance maintained by the other party.
Each party shall cause its insurance carrier to endorse all
applicable policies waiving the carrier's rights to recovery
under subrogation or otherwise against the other party.

16.  Waiver of Claims.  Landlord and Landlord's agents and
     ________________
employees shall not be liable for, and Tenant hereby releases
and relieves Landlord, its agents and employees from, all
liability in connection with any and all bodily injury
(including death), damage to or loss of property, or loss or
interruption of business occurring to Tenant, its agents,
employees, invitees and licensees in or about the Premises,
from, without limitation, (a) any fire or other casualty,
accident, occurrence or condition in or upon the Premises; (b)
any defect in or failure of the plumbing, sprinkler, electrical,
heating, ventilating and air-conditioning systems and equipment,
or any other systems and equipment in the Premises and the
Building; (c) any steam, gas, oil,

<PAGE>

water, rain or snow that may leak into or flow from any part of
the Premises or the Building;(d)  the falling of any fixture or
any wall or ceiling materials; (e) broken glass; (f) latent or
patent defects; (g) any acts or omissions of the other tenants
or occupants of the Building; (h) any acts or omissions
(excluding gross negligence) of Landlord, its agents, servants
and employees; and (i) theft, criminal conduct, Act of God,
public enemy, injunction, riot, strike, insurrection, war,
terrorism, court order, or any order of any governmental
authorities having jurisdiction over the Premises.

17.  Quiet Enjoyment.  Landlord covenants and agrees with Tenant

     _________________
that upon Tenant paying the Base Rent and Additional Rent and
observing and performing all the terms, covenants and conditions
on Tenant's part to be observed and performed under this Lease,
Tenant may peaceably and quietly enjoy the Premises hereby
demised without hindrance or molestation from Landlord, subject
to the terms and conditions of this Lease and to the ground
leases, underlying leases and mortgages referred to in Section
20 below.

18.  Casualty Damage.
     _______________
     (a)  All proceeds payable by reason of any loss or damage
to the Premises or any portion thereof, and insured under any
policy of insurance required by Section 15 of this Lease shall
be paid either to (i) Landlord and held by Landlord in trust or
(ii) a mortgagee of the Premises and held by such mortgagee
pursuant to the provisions of the relevant mortgage (subject to
the provisions of Section 18(e)) and shall be made available for
reconstruction or repair, as the case may be, of any damage to
or destruction of the Premises, or any portion thereof, and
shall be paid out by Landlord (or the mortgagee) from time to
time for the reasonable cost of such reconstruction or repair.
Any excess proceeds of insurance remaining after the completion
of the restoration or reconstruction of the Premises shall be
paid to Tenant free and clear upon completion of any such repair
and restoration except as otherwise specifically provided below
in this Section 18; provided, in the event neither Landlord nor
Tenant is required or elects to repair and restore the Premises,
all such insurance proceeds shall be retained by Landlord except
any proceeds relating to Tenant's personal property shall belong
to Tenant.  All salvage resulting from any risk covered by
insurance shall belong to Tenant (unless Tenant is not required
or elects to repair and restore the Premises, in which case such
salvage shall belong to Landlord), except that any salvage
relating to Tenant's Property shall belong to Tenant.

     (b)  In the event of damage to or destruction of the
Premises caused by fire or other casualty, or of the entrances
and other common facilities necessary to provide normal access
to the Premises, or to other portions of the Building or its
equipment which portions and equipment are necessary to provide
services to the Premises in accordance herewith, Tenant shall
undertake to make repairs and restorations as hereafter
provided, unless this Lease be terminated by Landlord or Tenant
as hereinafter provided.

     (c)  If the cost of the repair or restoration exceeds the
amount of proceeds received by Landlord from the insurance
required under Section 15 and Tenant elects or is required by
the terms of this Lease to restore the Premises, Tenant shall be
obligated to contribute any excess amount needed to restore the
Premises.  Such amount shall be paid by Tenant to Landlord to be
held in trust together with any other insurance proceeds for
application to the cost of repair and restoration.  All
insurance proceeds payable by reason of any loss of or damage to
any of Tenant's personal property shall be paid to Tenant.

<PAGE>

     (d)  This Lease shall remain in full force and effect and
Tenant's obligation to make rental payments and to pay all other
charges required by this Lease shall remain unabated during any
period required for repair and restoration.

     (e)  Notwithstanding the foregoing, if less than two (2)
years remain on the Term, either party, for a period of ten (10)
days following damage to or destruction of the Premises caused
by fire or other casualty, shall have the right to terminate
this Lease by written notice to the other, as of the date
specified in such notice, which termination date shall be no
later than thirty (30) days after the date of such notice, in
which event Landlord shall be entitled to retain the insurance
proceeds and Tenant shall pay to Landlord on demand the amount
of any deductible or uninsured loss arising in connection
therewith.  In the event of such fire or other casualty, if this
Lease is not terminated pursuant to the terms of this Section
18(e), Tenant shall proceed diligently to restore the Premises
to substantially its condition prior to the occurrence of the
damage.

     (f)  Tenant hereby waives any statutory or common law
rights of termination which may arise by reason of any damage or
destruction of the Premises.

19.  Condemnation.
     _____________
     (a)  If the entire Premises shall be condemned or taken
permanently for any public or quasi-public use or purpose, under
any statute or by right of eminent domain, or by private
purchase in lieu thereof, then in that event, at the option of
either Landlord or Tenant exercised by notice to the other
within thirty (30) days after the date when possession is taken,
the Term of this Lease shall cease and terminate as of the date
when possession is taken pursuant to such proceeding or
purchase.  Base Rent and Additional Rent shall be adjusted and
apportioned as of the time of such termination and any Base Rent
and Additional Rent paid for a period thereafter shall be
refunded.

     (b)  If a portion of the Premises shall be condemned or
taken permanently for any public or quasi-public use or purpose,
under any statute or by right of eminent domain, or by private
purchase in lieu thereof, and such condemnation or taking does
not prevent Tenant from conducting its business on a permanent
basis in the Premises, Tenant shall be responsible for such
repair and restoration to the remainder of the Premises as may
be required for its continued use (and Landlord shall make the
award for such taking available for such purpose) and this Lease
shall continue in full force and effect. If the partial
condemnation or taking prevents Tenant from conducting its
business on a permanent basis in the Premises, at the option of
either Landlord or Tenant exercised by notice to the other
within thirty (30) days after the date when possession is taken,
the Term of this Lease shall cease and terminate as of the date
when possession is taken pursuant to such proceeding.

     (c)  Except as expressly set forth in Section 19(b), in the
event of any total or partial taking of the Premises, Landlord
shall be entitled to receive the entire award in any such
proceeding and Tenant hereby assigns any and all right, title
and interest of Tenant now or hereafter arising in or to any
such award or any part thereof and Tenant hereby waives all
rights against Landlord and the condemning authority, except
that to the extent permitted by applicable law, Tenant shall
have the right to claim and prove in any such proceeding and to
receive any award which may be made to Tenant, if any,
specifically for loss of good will, movable trade fixtures,
equipment and moving expenses.

<PAGE>

     (d)  Notwithstanding anything to the contrary contained
herein, Landlord and tenant acknowledge and agree that the
provisions of this Section 19 shall not be triggered by
Landlord's dedication to East Hempfield Township (the
"Township") of a certain portion of the Premises known as the
"Additional Centerville ROW" as such Additional Centerville Road
ROW is more particularly described in that certain Developer's
Agreement by and between the Township and Landlord and dated as
of April 5, 2006 and recorded in the Lancaster County Recorder
of Deeds Office as Instrument No. 5530064 (the "Developer's
Agreement").

20.  Subordination.  This Lease is and shall be subject and
     _____________
subordinate to all ground or underlying leases and to all
mortgages which may now or hereafter affect such leases or the
real property of which the Premises are a part, and to all
renewals, modifications, consolidations, replacements and
extensions of any such underlying leases and mortgages.  This
clause shall be self-operative and no further instrument of
subordination shall be required by any ground or underlying
lessor or lessee or by any mortgagee, but in confirmation of
such subordination, Tenant shall execute any certificate that
Landlord may reasonably require acknowledging such
subordination, within fifteen (15) days after Landlord's
request.  Tenant agrees that in the event any person, firm,
corporation or other entity acquires the right to possession of
the real property of which the Premises are a part, including
any mortgagee or holder of any estate or interest having
priority over this Lease, Tenant shall, if requested by such
person, firm, corporation or other entity, attorn to and become
the tenant of such person, firm, corporation or other entity,
upon the same terms and conditions as are set forth herein for
the balance of the Term.  Notwithstanding the foregoing, any
mortgagee may, at any time, subordinate its mortgage to this
Lease, without Tenant's consent, by notice in writing to Tenant,
and thereupon this Lease shall be deemed prior to such mortgage
without regard to their respective dates of execution and
delivery, and in that event, such mortgagee shall have the same
rights with respect to this Lease as though it had been executed
prior to the execution and delivery of the mortgage.

21.  Estoppel Certificate.  At any time and from time to time
     ____________________
and within ten (10) days after written request by Landlord,
Tenant shall execute, acknowledge and deliver to Landlord or
Landlord's mortgagee an estoppel certificate substantially in
the form attached as Exhibit "B", with any modifications thereto
required by the then-applicable state of facts, or any other
form of estoppel certificate reasonably required by a proposed
mortgagee.  It is the intention and agreement of Landlord and
Tenant that any such statement by Tenant may be relied upon by a
prospective purchaser or a prospective mortgagee of the
Premises, or by others, in any matter affecting the Premises.
In the event that Tenant shall fail to return a fully executed
copy of such estoppel certificate to Landlord within the
foregoing ten (10) day period, then Tenant shall be deemed to
have approved and confirmed all of the terms, certifications and
representations contained in such estoppel certificate, and
Tenant irrevocably authorizes and appoints Landlord as its
attorney-in-fact to execute such estoppel certificate on behalf
of Tenant.

22.  Default.  The occurrence of any of the following events
     _______
(each, an "Event of Default") shall constitute a material
           ________________
default and breach of this Lease by Tenant:

     (a)  The failure of Tenant to take possession of the
Premises within thirty (30) days after the Commencement Date of
this Lease;

     (b)  The abandonment of the Premises by Tenant;

     (c)  The assignment of this Lease or subletting of the
Premises or any part thereof in violation of Section 12;

<PAGE>

     (d)  A failure by Tenant to pay, when due, any installment
of Base Rent, Additional Rent or any other sum required to be
paid by Tenant under this Lease, where such failure continues
for more than five (5) days after Tenant has received written
notice of the delinquent payment from or on behalf of Landlord;
provided, however, Landlord need not give any such written
notice, and Tenant shall not be entitled to any such period of
grace, more than twice in any twelve (12) month period;

     (e)  A failure by Tenant to observe and perform any other
provision or covenant of this Lease to be observed or performed
by Tenant, where such failure continues for thirty (30) days
after Tenant receives written notice thereof from or on behalf
of Landlord; provided, however, that if the nature of the
default is such that the same cannot reasonably be cured within
such thirty (30) day period, Tenant shall not be deemed to be in
default if Tenant shall commence the cure of the default within
such thirty (30) day period and thereafter diligently prosecute
the same to completion within sixty (60) days after Tenant
receives written notice thereof;

     (f)  The filing of a petition by or against Tenant for
adjudication as a bankrupt or insolvent or for its
reorganization or for the appointment of a receiver or trustee
of Tenant's property pursuant to any local, state or federal
bankruptcy or insolvency law; or an assignment by Tenant for the
benefit of creditors; or the seizure of Tenant's property by any
local, state or federal governmental officer or agency or
court-appointed official for the dissolution or liquidation of
Tenant or for the operating, either temporary or permanent, of
Tenant's business, provided, however, that if any such action is
commenced against Tenant the same shall not constitute a default
if Tenant causes the same to be dismissed within sixty (60) days
after the filing thereof; or

     (g)  The entry of any order, judgment or decree entered by
a court of competent jurisdiction approving a petition seeking
reorganization of Tenant or all or a substantial part of the
assets of Tenant, or appointing a receiver, sequestrator,
trustee or liquidator or Tenant or any of its property, and such
order, judgment or decree shall continue unstayed and in effect
for any period of thirty (30) days.

23.  Remedies.  Upon the occurrence of any Event of Default set
     ________
forth in Section 22 above, Landlord may exercise any one or more
of the following remedies:

     (a)  Landlord may perform for the account of Tenant the
cure of any such default of Tenant and immediately recover as
Additional Rent any expenditures made and the amount of any
obligations incurred in connection therewith, plus interest at
the Overdue Interest Rate from the date of any such
expenditures.

     (b)  Landlord may accelerate all Base Rent and Additional
Rent due for the balance of the Term of this Lease and declare
the same, along with all sums past due, to be immediately due
and payable.

     (c)  Landlord may re-enter and repossess the Premises,
breaking open locked doors, if necessary, and may use as much
force as necessary to effect such entrance without being liable
to any action or prosecution for such entry or the manner
thereof, and Landlord shall not be liable for the loss of any
property in the Premises.  Landlord may remove all of Tenant's
goods and property from the Premises.  Landlord shall have no
liability for any damage to such goods and property and Landlord
shall not be responsible for the storage or protection of the

<PAGE>

same upon removal.  No re-entry or repossession of the Premises
shall be deemed a termination of this Lease or a release of
Tenant from its continuing obligations hereunder.  Without
limiting the foregoing, unless Landlord has elected to
accelerate rent as provided in Section 23(b), Tenant shall
continue to pay Base Rent, Additional Rent and other sums
payable under this Lease when and as due.  Tenant shall be
entitled to a credit against such sums payable to Landlord in an
amount equal to the net proceeds, if any, of any reletting
effected for the account of Tenant pursuant to Section 23(e),
after deducting from such proceeds all of Landlord's expenses in
connection with such reletting (including, without limitation,
all related repossession costs, brokerage commissions, legal
expenses, attorneys' fees, employees' expenses, alteration costs
and expenses of preparation for such reletting).

      (d)  Landlord shall use reasonable efforts to relet the
Premises for and upon such terms and to such persons, firms or
corporations and for such period or periods as Landlord, in its
sole discretion, shall determine, which may include a term
beyond the termination of this Lease.  Landlord need not
consider any tenant offered by Tenant in connection with such
reletting or attempt to relet the Premises prior to the lease of
other available space in the Building.  For the purpose of such
reletting, Landlord may decorate or make reasonable repairs,
changes, alterations or additions in or to the Premises to the
extent deemed by Landlord to be desirable or convenient and the
cost of such repairs, changes, alterations or additions shall be
charged to and be payable by Tenant as Additional Rent
hereunder, as well as any reasonable brokerage and legal fees
expended by Landlord.  Any sums collected by Landlord from any
new tenant obtained for the Premises shall be credited against
the balance of Base Rent and Additional Rent due hereunder as
aforesaid.

     (e)  At its option, Landlord may serve notice upon Tenant
that this Lease and the then-unexpired Term hereof shall cease
and expire and become absolutely void on the date specified in
such notice, to be not less than five (5) days after the date of
such notice, without any right on the part of Tenant to save the
forfeiture by payment of any sum due or by the performance of
any term, provision, covenant, agreement or condition broken;
and, thereupon and at the expiration of the time limit in such
notice, this Lease and the Term hereof granted, as well as the
entire right, title and interest of Tenant hereunder, shall
wholly cease and expire and become void in the same manner and
with the same force and effect (except as to Tenant's liability)
as if the date fixed in such notice were the expiration date of
the Term of this Lease.  Thereupon, Tenant shall immediately
quit and surrender the Premises to Landlord and Landlord may
enter into and repossess the Premises by summary proceedings,
detainer, ejectment or otherwise and remove all occupants
thereof and, at Landlord's option, any property therein, without
being liable to indictment, prosecution or damages therefor.

     (f)  No expiration or termination of the Term pursuant to
Section 23(e), by operation of law or otherwise, and no
repossession of the Premises or any part thereof pursuant to
Section 23(c), or otherwise, and no reletting of the Premises or
any part thereof pursuant to Section 23(d) shall relieve Tenant
of its liabilities and obligations hereunder, all of which shall
survive such expiration, termination, repossession or reletting.

     (g)  In the event of any expiration or termination of this
Lease by reason of an occurrence of an Event of Default, and
Landlord has not elected to accelerate rent pursuant to Section
23(b), Tenant shall pay to Landlord the Base Rent, Additional
Rent and other sums required to be paid by Tenant to and
including the date of such expiration or termination; and,
thereafter, Tenant shall, until the end of what would have been
the expiration of the Term in the

<PAGE>

absence of such expiration or termination, and whether or not
the Premises or any part thereof shall have been relet, be
liable to Landlord for, and shall pay to Landlord, as liquidated
and agreed current damages, the Base Rent, Additional Rent and
other sums which would be payable under this Lease by Tenant in
the absence of such expiration or termination, less the net
proceeds, if any, of any reletting effected for the account of
Tenant pursuant to Section 23(d), after deducting from such
proceeds all of Landlord's expenses in connection with such
reletting (including, without limitation, all related
repossession costs, brokerage commissions, legal expenses,
attorneys' fees, employees' expenses, alteration costs and
expenses of preparation for such reletting).  Tenant shall pay
such current damages on the days on which the Base Rent would
have been payable under this Lease in the absence of such
expiration or termination, and Landlord shall be entitled to
recover the same from Tenant on each such day.

     (h)  Any time after such expiration or termination of this
Lease or repossession of the Premises or any part thereof by
reason of the occurrence of an Event of Default, whether or not
Landlord shall have collected any current damages pursuant to
Section 23(g), Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord on demand, unless
Tenant has paid the whole of accelerated rent pursuant to
Section 23(b), as and for liquidated and agreed final damages
for Tenant's default and in lieu of all current damages beyond
the date of such demand (it being agreed that it would be
impracticable or extremely difficult to fix the actual damages),
an amount equal to (x) the excess, if any, of (i) Base Rent,
Additional Rent and other sums which would be payable under this
Lease for the remainder of the Term from the date of such demand
(or, if it be earlier, the date to which Tenant shall have
satisfied in full its obligations under Section 23(g) to pay
current damages) for what would have been the then-unexpired
term of this Lease in the absence of such expiration,
termination or repossession, discounted at the rate of two
percent (2%) per annum, over (ii) the then-fair rental value of
the Premises for the same period, discounted at a like rate,
plus (y) those costs, charges and expenses reimbursable to
Landlord under Section 23(j).  If any statute or rule of law
shall validly limit the amount of such liquidated final damages
to less than the amount above agreed upon, Landlord shall be
entitled to the maximum amount allowable under such statute or
rule of law.

     (i)  In the event of a breach or threatened breach by
Tenant of any of the agreements, conditions, covenants or terms
of this Lease, Landlord shall have the right to seek an
injunction to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other
remedies, indemnities or reimbursements are herein provided.
The rights and remedies given to Landlord in this Lease are
distinct, separate and cumulative remedies, and no one of them,
whether or not exercised by Landlord, shall be deemed to be in
exclusion of any of the others.

     (j)  Tenant shall pay upon demand all of Landlord's costs,
charges and expenses, including all repossession costs,
brokerage commissions, alteration costs and expenses of
reletting, and fees and out-of-pocket expenses of legal counsel,
agents and others retained by Landlord incurred in enforcing
Tenant's obligations hereunder or incurred by Landlord in any
litigation, negotiation or transaction in which Tenant causes
Landlord, without Landlord's fault, to become involved or
concerned, together with interest at the Overdue Interest Rate
from the date incurred by Landlord to the date of payment by
Tenant.

     (k)  Tenant agrees that this Lease sets forth all notices
that Landlord may be required to give in connection with the
exercise of remedies and waives any and all further

<PAGE>

notices of default, termination, to quit or otherwise that may
be required under any present or future laws.

     (l)  Landlord may exercise any other remedy, at law or in
equity, now or hereafter available to Landlord.

24.  Landlord Default.  In the event Landlord fails to perform
     ________________
any of the agreements, terms, covenants or conditions of this
Lease required to be performed by Landlord, Tenant shall have,
as its sole remedy, the right to institute a lawsuit against
Landlord for damages resulting from such failure.

25.  Requirement of Strict Performance.  The failure or delay on
     _________________________________
the part of Landlord to enforce or exercise at any time any of
the provisions, rights or remedies in the Lease shall in no way
be construed to be a waiver thereof, or in any way to affect the
validity of this Lease or any part thereof, or the right of
Landlord to thereafter enforce each and every such provision,
right or remedy.  No waiver of any breach of this Lease shall be
held to be a waiver of any other or subsequent breach.  The
receipt by Landlord of Base Rent or Additional Rent at a time
when Base Rent or Additional Rent is in default under this Lease
shall not be construed as a waiver of such default.  The receipt
by Landlord of a lesser amount than Base Rent or Additional Rent
due shall not be construed to be other than a payment on account
of Base Rent or Additional Rent then due, and any statement on
Tenant's check or any letter accompanying Tenant's check to the
contrary shall not be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to Landlord's
right to recover the balance of Base Rent or Additional Rent due
or to pursue any other remedies provided in this Lease.  No act
or thing done by Landlord or Landlord's agents or employees
during the Term of this Lease shall be deemed an acceptance of a
surrender of the Premises and no agreement to accept such a
surrender shall be valid unless in writing and signed by
Landlord.

26.  Surrender of Premises; Holding Over.
     ____________________________________
     (a)  This Lease shall terminate and Tenant shall deliver up
and surrender possession of the Premises to Landlord on the last
day of the Term hereof, and Tenant hereby waives the right to
any notice of termination or notice to quit.  Upon the
expiration or sooner termination of this Lease, Tenant covenants
to deliver up and surrender possession of the Premises in the
same condition in which Tenant has agreed to maintain and keep
the same during the Term of this Lease in accordance with the
provisions of this Lease, normal wear and tear excepted.

     (b)  If Landlord agrees in writing that Tenant may hold
over after the expiration or termination of this Lease, unless
the parties hereto otherwise agree in writing on the terms of
such holding over, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than five (5)
days advance written notice, or by Tenant at any time upon not
less than thirty (30) days advance written notice, and all of
the other terms and provisions of this Lease shall be applicable
during that period, except that Tenant shall pay Landlord from
time to time upon demand, as Base Rent for the period of any
hold over, an amount equal to 150% of the Base Rent in effect on
the termination date, computed on a daily basis for each day of
the hold over period.  No holding over by Tenant, whether with
or without consent of Landlord, shall operate to extend this
Lease except as otherwise expressly agreed by Landlord in
writing.  The foregoing notwithstanding, if Landlord does not
agree in writing that Tenant may hold over after the expiration
or termination of this Lease, Landlord, in addition to accepting
the daily Base

<PAGE>

Rent during the period of such holding over, as hereinabove
provided, shall be entitled to pursue all remedies at law and in
equity to which Landlord is entitled, including, without
limitation, rights to ejectment and damages.

27.  Compliance With Laws and Ordinances.
     ___________________________________
     (a)  In General.  At its sole cost and expense, Tenant
          __________
shall promptly fulfill and comply with all laws, ordinances,
regulations and requirements of the municipal, county, state and
federal governments and any and all departments thereof having
jurisdiction over the Premises, and of the National Board of
Fire Underwriters or any other similar body now or hereafter
constituted, affecting Tenant's occupancy of the Premises or the
business conducted therein.

     (b)  Environmental Matters.
          _____________________

          (i)  Tenant represents and warrants that Tenant's use
does not, and its use of the Premises and the performance of
Tenant's Work will not, involve the use, maintenance, storage or
discharge of materials or substances that are defined or listed
as hazardous or toxic by any federal, state or municipal
statutes, ordinances, laws rules or regulations (collectively,
"Hazardous Substances") other than materials of the type and in
 ____________________
the quantities customarily found in general office use and the
Permitted Incidental Use, such as cleaning supplies and copier
and printer toner fluids ("Permitted Substances").  Tenant shall
                           _____________________
comply with all federal, state and municipal statutes,
ordinances, laws, rules and regulations relating to the storage,
use, discharge and disposal of such Permitted Substances.

          (ii)  In the event any present or future federal,
state or municipal statute, ordinance, law, rule or regulation
requires Landlord or Tenant to obtain a clearance certificate or
declaration of non-applicability, similar or dissimilar to those
required by the New Jersey Industrial Site Recovery Act, upon
the expiration or sooner termination of this Lease and/or any
transfer of title to the Premises, Tenant shall apply therefor,
or execute and deliver an application therefor to Landlord
without delay, and take such action as may be necessary under
such applicable statute, ordinance, law, rule or regulation to
obtain such clearance certificate or declaration.

     (c)  Recycling.  Tenant agrees to comply with all laws,
          __________
ordinances, rules and regulations regarding the removal of solid
waste, including but not limited to voluntary or mandatory
recycling of paper, cardboard, glass, metal and plastic
containers.  Tenant shall be responsible for and shall reimburse
Landlord upon demand for all surcharges, fines and other costs
and expenses incurred by Landlord by reason of Tenant's failure
to comply with all applicable recycling requirements.

     (d)  ADA Compliance.  The parties acknowledge that the
          ______________
Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101
et seq.) and regulations and guidelines promulgated thereunder,
as all of the same may be amended and supplemented from time to
time (collectively referred to herein as the "ADA") establish
requirements for business operations, accessibility and barrier
removal, and that such requirements may or may not apply to the
Premises depending on, among other things:  (1) whether Tenant's
business is deemed a "public accommodation" or "commercial
facility", (2) whether such requirements are "readily
achievable", and (3) whether a given alteration affects a
"primary function area" or triggers "path of travel"
requirements.  The parties hereby agree that Tenant shall
perform any required ADA Title III compliance in the

<PAGE>

Premises including any leasehold improvements or other work to
be performed in the interior areas of the Premises.  Tenant
shall be solely responsible for requirements under Title I of
the ADA relating to Tenant's employees.


28.  Use and Occupancy Taxes, Sales Taxes, and Other Taxes.
     ______________________________________________________
Landlord shall collect and Tenant shall be obligated to pay to
Landlord all amounts owing to the Commonwealth of Pennsylvania
and any other governmental authority for use and occupancy taxes
or sales taxes with respect to the Premises or the rentals
payable under this Lease.  These payments shall be made monthly
at the time Tenant's Base Rent payments are due.  Payments
representing amounts due for use and occupancy taxes or sales
taxes shall not be abated during any period that Base Rent is
abated pursuant to the terms of this Lease.  Tenant shall be
liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the
Premises, and if any such taxes for which Tenant is liable are
in any way levied or assessed against Landlord, Tenant shall pay
to Landlord upon demand that part of such taxes for which Tenant
is primarily liable hereunder.

29.  Waiver of Trial by Jury.  IT IS MUTUALLY AGREED BY AND
     _______________________
BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES HERETO
SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER
ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT'S USE OF OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF
INJURY OR DAMAGE.  IT IS FURTHER MUTUALLY AGREED THAT IN THE
EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDING FOR NON-PAYMENT
OF RENT, TENANT WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER
NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING.

30.  Notices.  All notices or demands under this Lease shall be
     _______
in writing and shall be given or served by either Landlord or
Tenant to or upon the other, either personally, by Registered or
Certified Mail, Return Receipt Requested, postage prepaid, or by
Fed Ex or other nationally recognized overnight delivery
service, delivery charges prepaid.  Such notices and demands
shall be addressed, if to Landlord, to Landlord at Landlord's
Address, and if to Tenant, to Tenant at Tenant's Address.  All
notices and demands shall be deemed given or served upon the
date of receipt or refusal of delivery thereof, if delivered
personally, or three (3) business days after the date deposited
with the United States Postal Service, or one (1) business day
after the date delivered to the overnight delivery service, even
if the recipient shall fail or refuse to accept delivery of such
notice or demand.  Either Landlord or Tenant may change its
address to which notices and demands shall be delivered or
mailed by giving written notice of such change to the other as
herein provided.

31.  Notice to Lender.  If the Premises or any part thereof are
     ________________
at any time subject to a mortgage or other similar instrument
and this Lease or the rentals are assigned to such mortgagee,
trustee or beneficiary and the Tenant is given written notice
thereof, including the post office address of such assignee,
then Tenant shall not terminate this Lease or abate rentals for
any default on the part of Landlord without first giving written
notice by certified or registered mail, return receipt
requested, to such assignee, specifying the default in
reasonable detail, and affording such assignee a reasonable
opportunity to make performance, at its election, for and on
behalf of the Landlord.

<PAGE>

32.  Real Estate Brokers.  Tenant warrants to Landlord that
     ___________________
Tenant dealt and negotiated only with LMS Commercial Real Estate
and Landlord for this Lease and with no other broker, firm,
company or person.  Tenant hereby agrees to indemnify, defend
and hold Landlord harmless from and against any and all claims,
suits, proceedings, damages, obligations, liabilities, counsel
fees, costs, losses, expenses, orders and judgments imposed
upon, incurred by or asserted against Landlord by any broker or
agent claiming by, through or under Tenant.

33.  Force Majeure.  Landlord shall be excused for the period of
     _____________
any delay in the performance of any of its obligations under
this Lease, when prevented from so doing by any cause or causes
beyond Landlord's reasonable control, which shall include,
without limitation, delay in obtaining possession of the
Premises due to the holdover by an existing occupant, all labor
disputes, strikes, inability to obtain any materials or
services, civil commotion, restrictions, limitations or delays
caused by governmental regulations or governmental agencies,
adverse weather conditions or acts of God, each of which shall
be an event of "Force Majeure".

34.  Landlord's Obligations.  Landlord's obligations hereunder
     ______________________
shall be binding upon Landlord (and each successor Landlord)
only for the period of time that such Landlord is in ownership
of the Premises, and upon termination of that ownership, except
as to any obligations which have then matured, Tenant shall look
solely to such Landlord's successor in interest in the Premises
for the satisfaction of each and every obligation of Landlord
hereunder.  If any Security Deposit has been made by Tenant,
Landlord shall transfer such Security Deposit to the purchaser
and thereupon the transferring Landlord shall be discharged from
any further liability with respect thereto.

35.  Landlord's Liability.  Notwithstanding any provision to the
     ____________________
contrary contained in this Lease, Tenant shall look solely to
the estate and interest of Landlord in and to the Premises, and
Landlord shall have no personal liability, in the event of any
claim against Landlord arising out of or in connection with this
Lease, the relationship of Landlord and Tenant, or Tenant's use
of the Premises, and Tenant agrees that the liability of
Landlord arising out of or in connection with this Lease, the
relationship of Landlord and Tenant, or Tenant's use of the
Premises shall be limited solely to such estate or interest of
Landlord in and to the Premises and that Landlord shall have no
personal liability as provided above in this sentence.  No
properties or assets of Landlord other than the estate and
interest of Landlord in and to the Premises, and no property
owned by any partners, officer, member, director or trustee in
or of Landlord, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or
other judicial process) or for the satisfaction of any other
remedy of Tenant arising out of or in connection with this
Lease, the relationship of Landlord and Tenant or Tenant's use
of the Premises.  Further, in no event whatsoever shall any
partner, officer, member, director or trustee in or of Landlord
have any liability or responsibility whatsoever arising out of
or in connection with this Lease, the relationship of Landlord
and Tenant or Tenant's use of the Premises.

36.  Liability of Tenant.  If there be more than one Tenant, the

     ___________________
obligations hereunder imposed upon Tenant shall be joint and
several.

37.  Financial Statements.  Within thirty (30) days following
     ____________________
Landlord's written request therefor, Tenant shall deliver to
Landlord a copy of Tenant's most recent financial statements
(consisting, at a minimum, of Tenant's current annual report)
for Tenant's fiscal year just ended, certified by an independent
certified public accountant as presenting fairly, in all

<PAGE>

material respects, the financial position of Tenant and the
results of its operations in accordance with generally accepted
accounting principles.

38.  Successors.  The respective rights and obligations of
     __________
Landlord and Tenant under this Lease shall bind and shall inure
to the benefit of Landlord and Tenant and their legal
representatives, heirs, successors and assigns, provided,
however, that no rights shall inure to the benefit of any
successor of Tenant unless Landlord's written consent to the
transfer to such successor has first been obtained as provided
in Section 12 above.

39.  Governing Law.  This Lease shall be construed, governed and
     _____________
enforced in accordance with the laws of the Commonwealth of
Pennsylvania.

40.  Severability.  If any provisions of this Lease shall be
     ____________
held to be invalid, void or unenforceable, the remaining
provisions of this Lease shall in no way be affected or impaired
and such remaining provisions shall continue in full force and
effect.

41.  Captions.  Any headings preceding the text of the several
     ________
Sections of this Lease are inserted solely for convenience of
reference and shall not constitute a part of this Lease or
affect its meaning, construction or effect.

42.  Gender.  As used in this Lease, the word "person" shall
     ______
mean and include, where appropriate, an individual, corporation,
partnership or other entity; the plural shall be substituted for
the singular, and the singular for the plural, where
appropriate; and words of any gender shall mean and include any
other gender.

43.  Execution.  The submission and negotiation of this Lease by
     _________
Landlord shall not be deemed an offer to lease by Landlord, but
merely the solicitation of such an offer from Tenant.  Tenant's
execution and delivery of this Lease constitutes a firm offer
which may not be withdrawn for a period of thirty (30) days
after delivery to Landlord.  This Lease shall only become
effective when it has been signed by a duly authorized officer
or representative of both Landlord and Tenant.


44.  Entire Agreement.  This Lease, including the Exhibits,
     ________________
contains all the agreements, conditions, understandings,
representations and warranties made between Landlord and Tenant
with respect to the subject matter hereof, and may not be
modified orally or in any manner other than by an agreement in
writing signed by both Landlord and Tenant or their respective
successors in interest.

<PAGE>

45.  Tenant's Work.
     _____________
     (a)  In General.  Tenant shall construct all improvements
          __________
on the Land (including the construction of a new Building and
all attendant site work) required for Tenant's use and occupancy
of the Premises as a full service branch bank and the Permitted
Incidental Use.  Prior to Tenant's performance of such work,
Tenant shall submit to Landlord for Landlord's approval, fully
completed and engineered working drawings and specifications
suitable for review and permitting by local agencies having
jurisdiction, for the construction of the entire Premises
("Tenant's Plans").  Tenant's Plans shall be prepared by a
licensed architect, shall be sufficient for Tenant to secure the
approval of governmental authorities with jurisdiction over the
approval thereof and shall be in a form meeting Landlord's
reasonable requirements.  Tenant shall be solely responsible for
the design and function of Tenant's Plans notwithstanding
Landlord's review and approval thereof and Landlord makes no
warranties, expressed or implied, with respect to Tenant's Work.
Tenant's Plans shall be subject to Landlord's approval, which
approval shall not be unreasonably withheld or delayed.
Landlord agrees to approve or disapprove Tenant's Plans within
15 business days after receipt thereof; if Landlord disapproves
Tenant's Plans, such disapproval shall state the reasons
therefor, and Tenant may submit revised Tenant's Plans subject
to subsequent approval or disapproval in the above manner. Upon
Landlord's approval of Tenant's Plans, the work to be performed
pursuant to Tenant's Plans shall be referred to herein as
"Tenant's Work".   Notwithstanding that pursuant to this Lease
Tenant is responsible for the construction of Tenant's Work,
upon the construction and installation thereof Landlord shall be
deemed the owner thereof for tax purposes and entitled to all
depreciation and similar cost recovery deductions with respect
thereto.
     (b)  Construction of Tenant's Work.  Tenant's Work shall be
          _____________________________
constructed by PW Campbell Construction Company or by other
contractors approved in advance by Landlord, which approval
shall not be unreasonably withheld or delayed.  No construction
shall be commenced until Tenant has delivered to Landlord (i) a
certificate evidencing the liability insurance coverages for
Tenant's general contractor consistent with Section 15, in form
and content satisfactory to Landlord and its mortgagee, and (ii)
a time-stamped copy of a waiver of liens, in a form and content
acceptable to Landlord and its mortgagee, signed by Tenant's
general contractor and filed with the Prothonotary of Lancaster
County, along with a copy of the Prothonotary's receipt for the
filing fee.

     (c)  Permits.  Tenant, or Tenant's representative, shall
          _______
secure the approval of governmental authorities and all permits
required by governmental authorities having jurisdiction over
such approvals and permits for Tenant's Work, with Landlord's
cooperation to the extent practicable.  Tenant shall commence
construction of Tenant's Work as soon as practicable after
issuance of all such necessary permits.

     (d)  Construction Loan.  Landlord shall reimburse Tenant

         ____________________
for the costs of Tenant's Work.  Such reimbursement shall be
made through a construction loan that Landlord intends to obtain
and secure against the Premises (the "Construction Loan").
Tenant shall use its best efforts to promptly obtain and provide
to Landlord any information that Landlord requests in connection
with the Construction Loan.  Landlord shall not be required to
reimburse Tenant for any costs of Tenant's Work until such time
as Landlord has closed on the Construction Loan.  Requests for
reimbursement shall be submitted by Tenant no more than once
every thirty (30) days and such requests shall be in a form and
accompanied by such supporting documentation as

<PAGE>

required by Landlord's construction lender.  All reimbursements
made by Landlord on account of Tenant's Work shall form a part
of Project Costs.

     (e)  Tenant's Property and Tenant Improvements.  Any of
          _________________________________________
Tenant's furniture, trade fixtures, equipment and other personal
property (together "Tenant's Property") installed in the
                    _________________
Premises shall not be subject to reimbursement by Landlord
hereunder.  Additionally, if Tenant desires to construct finish
work ("Tenant Improvements") beyond Tenant's Work identified on
       ___________________
Tenant's Plans, Tenant shall do so at Tenant's sole cost and
expense.  Such Tenant Improvements shall be subject to
Landlord's prior written consent and performed in compliance
with Sections 9 and 10 hereof.

     (f)  Conformed Plans.  Within 60 days after substantial
          _______________
completion of Tenant's Work and receipt from the general
contractor of all field changes, if any, Tenant shall submit to
Landlord a set of conformed CAD plans ("as-builts") on mylar
incorporating all field changes made and all changes and/or
revisions that have been made subsequent to Landlord's approval
of Tenant's Plans.

46.  Option to Renew.  Landlord hereby grants Tenant three (3)
     _______________
options to renew the Term of the Lease, upon the following terms
and conditions:

     (a)  The first renewal term (such renewal term, once
exercised, is referred to in this Section as the "First Renewal
                                                  _____________
Term") shall be for five (5) years, commencing on the next day
_____
following the expiration date of the initial Term of this Lease;

     (b)  The second renewal term (such renewal term, once
exercised, is referred to in this Section as the "Second Renewal
                                                  ______________
Term") shall be for five (5) years, commencing on the next day
____
following the expiration date of the First Renewal Term of this
Lease;

     (c)  The third renewal term (such renewal term, once
exercised, is referred to in this Section as the "Third Renewal
                                                  _____________
Term") shall be for three (3) years and eleven (11) months,
____
commencing on the next day following the expiration date of the
Second Renewal Term of this Lease;

     (d)  Except as provided below, Tenant must exercise the
first renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the initial Term;

     (e)  Except as provided below, Tenant must exercise the
second renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the First Renewal Term;


     (f)  Except as provided below, Tenant must exercise the
third renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the Second Renewal Term;

     (g)  At the time Tenant delivers its notice of election to
renew for any Renewal Term to Landlord, this Lease shall be in
full force and effect, Tenant shall not have impermissibly
assigned this Lease or impermissibly sublet the Premises, and no
Event of Default shall have occurred and be continuing
hereunder;

     (h)  The First Renewal Term, the Second Renewal Term and
the Third Renewal Term shall each be upon the same terms,
covenants and conditions contained in the Lease, except that the
annual Base Rent applicable to such First Renewal Term, Second
Renewal

<PAGE>

Term or Third Renewal Term shall be the annual Base Rent as
adjusted pursuant to Section 4(e) hereof; and

     (i)  There shall be no further privilege of renewal.

     (j)  If Tenant exercises these option to renew, Landlord
and Tenant shall execute and deliver an amendment to this Lease
confirming the commencement and expiration dates of the First
Renewal Term, Second Renewal Term or Third Renewal Term, as
applicable, and any other relevant terms and conditions agreed
upon by Landlord and Tenant applicable during such First Renewal
Term, Second Renewal Term or Third Renewal Term.  In such event
the term "Term" whenever used herein shall be deemed to include
          ----
such First Renewal Term, Second Renewal Term and Third Renewal
Term.

47.  Right of First Offer.  Provided that no Event of Default
     --------------------
has occurred and is then continuing under this Lease and that
Tenant has not assigned this Lease or sublet the Premises,
Tenant shall, during the Offer Period (as hereinafter defined),
have a right of first offer (a "Right of First Offer"), subject
                                --------------------
to the terms of this Section, to purchase the entirety (but not
less than the entirety) of the Premises, in accordance with the
terms of this Section.


     (a)  If Landlord desires to sell the Premises during the
Offer Period, Landlord shall deliver to Tenant a form of
agreement of sale which Landlord deems acceptable, including the
purchase price, closing date and other terms of sale.  Tenant
shall have seven (7) days after receipt of such agreement of
sale to sign and deliver it to Landlord whereupon Landlord shall
also execute the agreement of sale within five (5) days after
Tenant's delivery thereof to Landlord.  If Tenant does not sign
and return the agreement of sale to Landlord within such 7-day
period, Tenant's rights to purchase pursuant to this Section 46
shall terminate and become null and void thereafter.

     (b)  Time is of the essence in this Section.

     (c)  Tenant acknowledges and agrees that (i) this Right of
First Offer is granted exclusively to Tenant and not to any
assignee or sublessee of Tenant, (ii) applies only if Landlord
desires to sell the Premises during the Offer Period (Landlord
having no obligation to sell the Premises to Tenant or any other
party during the Offer Period), and (iii) does not apply to any
sale by Landlord other than during the Offer Period, and (iv)
does not apply to any transfer by foreclosure or deed in lieu
thereof to any lender providing mortgage financing to Landlord.

     (d)  In the event Tenant exercises its Right of First Offer
as granted herein, pending the exercise thereof and the date of
closing thereon, Tenant agrees that (i) it will remain in
possession of the Premises solely under this Lease and not as a
purchaser in possession or under an alleged pre-occupancy
agreement, (ii) possession of fee simple ownership shall be
given only upon the consummation of closing under the agreement
of sale, (iii) until consummation of closing under the agreement
of sale, Tenant will continue to pay the Base Rent and all
Additional Rent hereunder as the same become due and payable,
with the understanding that an Event of Default hereunder shall
entitle Landlord to exercise its rights hereunder as if the
Agreement of Sale did not exist, and (iv) in the event of a
default under the Agreement of Sale or for any reason closing
thereunder is not consummated, this Lease shall remain in full
force and effect unaffected thereby (provided that in the event
the closing is not consummated by reason of Tenant's default
under the Agreement of Sale, the terms and provisions of this
Section shall thereafter be null and void).


<PAGE>

     (e)  "Offer Period" means at any time during the initial
           ____________
Term or any renewal thereof

48.  Exhibits .  Attached to this Lease and made part hereof are
     ________
Exhibits A and B.

(next page is signature page)

<PAGE>
     IN WITNESS WHEREOF, Landlord and Tenant have duly executed
this Lease the day and year first above written.


WITNESS OR ATTEST:            LANDLORD:

                              301 CENTERVILLE ROAD ASSOCIATES,
                              LP, a Pennsylvania limited
                              partnership

                              By:  Centerville Road GP, LLC, its
                                   general partner


/s/ Nick Karamanos            By:  /s/ Richard Welkowitz
_______________________            __________________________
                                   Name:  Richard Welkowitz
                                   Title: Member


WITNESS OR ATTEST:            TENANT:


                              UNION NATIONAL COMMUNITY BANK, a
                             National Banking Association


/s/ Donna Stoudt              By: /s/ Mark D. Gainer
_______________________            __________________________
                                   Name:  Mark D. Gainer
                                   Title: Chairman & CEO

<PAGE>


                           EXHIBIT A


                 LEGAL DESCRIPTION OF THE LAND
                 _____________________________

<PAGE>


                           EXHIBIT B

                   FORM ESTOPPEL CERTIFICATE
                   _________________________


TO:  _________________ ("Landlord") and/or whom else it may
concern:


THIS IS TO CERTIFY:

1.  That the undersigned is the Tenant under that certain lease
dated _____________, 200__, and, if applicable, amended on
___________________, by and between ___________________
("Landlord"), and the undersigned ("Tenant") covering those
certain premises located as shown on Exhibit A to the Lease (the
"Premises").

2.  That said Lease is in full force and effect and, except as
noted in Paragraph 1 above has not been modified, changed,
altered or amended in any respect, and is the only Lease or
agreement between the Tenant and the Landlord affecting the
Premises.

3.  To the best of Tenant's knowledge, the information regarding
the Lease set forth below is true and correct:

    (a)  Square Footage of the Premises:____________________

    (b)  Annual Base Rent as of the commencement of Lease:

         ___________________________________________________


    (c)  Current annual Base Rent (if different than at
commencement):

         ___________________________________________________

    (d)  Commencement Date of Lease:___________________________

    (e)  Lease termination date:_______________________________

    (f)  Rent paid to and including:___________________________

    (g)  Security Deposit:  ___________________________________

    (h)  Prepaid rent for and in amount of:____________________

    (i)  Amount of current monthly payment obligations with
    respect to Operating Costs under the
Lease:______________________

    (j)  Dates through which Tenant has paid monthly payments
      with respect to Operating Costs:______________________

4.  Tenant now occupies the Premises, accepts the Premises in
their current condition subject only to those punch list items
listed in Exhibit A, if any, and is not aware of any defect in
the Premises except as described in Exhibit A, if any.

<PAGE>

5.  No rent has been paid in the current month other than as
disclosed in paragraph 3.  No free rent or other concessions,
benefits, or inducements other than as specified in the Lease
have been granted to Tenant or undertaken by the Landlord.

6.  Tenant has not been granted any renewal, expansion, or
purchase options and has not been granted any rights of first
refusal except as disclosed in writing in the Lease.

7.  Neither Tenant nor to the best of Tenant's knowledge,
Landlord is in breach of the Lease and there has not occurred
any event, act, omission or condition which by notice or lapse
of time or both or otherwise, will result in any breach by
Tenant or to the best of Tenant's knowledge, by Landlord.  As of
the date hereof, and except as set forth in the Lease, the
undersigned is entitled to no credit, offset or deduction in
rent.  Tenant knows of no liabilities or obligations of Landlord
which have accrued but are unsatisfied under the Lease as of the
date of this Certificate.

8.  To the best of Tenant's knowledge, there are no actions,
whether voluntary or otherwise, pending against the undersigned
under the bankruptcy laws or other laws for the relief of
debtors of the United States or any state thereof.

            DATED THIS _____ day of __________, 200__.


                                 TENANT:

                                 ____________________________

                                 a___________________________


                                 By:_________________________
                                    Name:
                                    Its:
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "centlese.txt", "description": "CENTERVILLE ROAD LEASE", "secsgml_size_bytes": 107284}]
{"company-data": {"conformed-name": "UNION NATIONAL FINANCIAL CORP / PA", "cik": "0000874482", "assigned-sic": "6021", "irs-number": "232415179", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19214", "film-number": "061185990"}, "business-address": {"street1": "101 E MAIN ST", "street2": "P O BOX 567", "city": "MOUNT JOY", "state": "PA", "zip": "17552", "phone": "7174922222"}, "mail-address": {"street1": "101 EAST MAIN ST", "street2": "P O BOX 567", "city": "MOUNT JOY", "state": "PA", "zip": "17552-0567"}}
SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                           Form 8-K

                        CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                  Date of Report - November 3, 2006

              UNION NATIONAL FINANCIAL CORPORATION
      (Exact name of registrant as specified in its charter)

Pennsylvania                      0-19214         23-2415179
---------------------------    -------------      -----------
State or other jurisdiction  (Commission File    (IRS Employer
of Incorporation)                 Number)        Identification
                                                    Number)

101 East Main Street, P.O. Box 567
Mount Joy, Pennsylvania                              17552
---------------------------------------          --------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number including area code:
                (717) 653-1441
                --------------
                                N/A
----------------------------------------------------------------
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
__________________________________________

                 On October 30, 2006, Union National Community
                 Bank, the wholly-owned banking subsidiary of
                 Union National Financial Corporation, entered
                 into an agreement with 301 Centerville Road
                 Associates, LP for the lease of a 3,500 square
                 foot Gold Cafe (Retail Banking Office) that is
                 located at 301 Centerville Road, East
                 Hempfield, PA. The Retail Banking Office will
                 be the Bank's second Gold Cafe, which will be a
                 combination of a full service bank and a high-
                 end coffee house providing services to new and
                 existing customers in an innovative atmosphere.
                 It is anticipated that the Gold Cafe will be in
                 service in November, 2006 and the term of the
                 lease agreement will begin November 15, 2006.
                 This lease will be classified as an operating
                 lease and has an initial term of 16 years.
                 Initial annual payments under this lease
                 agreement are currently estimated to be
                 $251,625 plus reimbursement to the landlord of
                 operating costs. The final lease amount will be
                 determined upon a final accounting of the total
                 project costs. The aforementioned lease
                 agreement is attached as Exhibit 99.1 to this
                 Current Report on Form 8-K and is incorporated
                 herein by reference.

Item 9.01 Financial Statements and Exhibits
_________________________________
          (c) Exhibits.
          Exhibit No. Description
          ___________ ___________
          99.1        Office Lease between 301 Centerville Road
                      Associates, LP as Landlord and Union
                      National Community Bank as Tenant for 301
                      Centerville Road Lancaster, PA 17601
SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
                           UNION NATIONAL FINANCIAL CORPORATION
                          (Registrant)

Dated: November 3, 2006         /s/Mark D. Gainer
                            ----------------------------------
                          Mark D. Gainer, Chairman, President
                          and Chief Executive Officer
EXHIBIT INDEX
Exhibit                                                 Page
_______                                                 ____
99.1      Office Lease between 301 Centerville Road,      5
          Associates, LP as Landlord and Union National
          Community Bank as Tenant for 301 Centerville Road
          Lancaster, PA 17601
EXHIBIT 99.1

Office Lease between 301 Centerville Road Associates, LP as
Landlord and Union National Community Bank as Tenant for 301
Centerville Road, Lancaster,PA 17601
LEASE AGREEMENT

                              between

                301 CENTERVILLE ROAD ASSOCIATES, LP

                             as Landlord

                                 and

                   UNION NATIONAL COMMUNITY BANK

                             as Tenant

                                for

                       301 Centerville Road
                    Lancaster, Pennsylvania 17603
1.   REFERENCE DATA...........................................1
2.   PREMISES.................................................1
3.   TERM.....................................................2
4.   RENT.....................................................2
5.   NET LEASE; TAXES.........................................4
6.   LATE CHARGES.............................................5
7.   USE OF PREMISES..........................................5
8.   CONDITION OF PREMISES....................................5
9.   ALTERATIONS AND TRADE FIXTURES; REMOVAL..................5
10.  MECHANICS' LIENS.........................................6
11.  UTILITIES AND SERVICES...................................7
12.  ASSIGNMENT AND SUBLETTING................................7
13.  ACCESS TO PREMISES.......................................9
14.  REPAIRS AND MAINTENANCE..................................9
15.  INDEMNIFICATION AND INSURANCE...........................10
16.  WAIVER OF CLAIMS........................................11
17.  QUIET ENJOYMENT.........................................11
18.  CASUALTY DAMAGE.........................................12
19.  CONDEMNATION............................................13
20.  SUBORDINATION...........................................13
21.  ESTOPPEL CERTIFICATE....................................14
22.  DEFAULT.................................................14
23.  REMEDIES................................................15
24.  LANDLORD DEFAULT........................................17
25.  REQUIREMENT OF STRICT PERFORMANCE.......................17
26.  SURRENDER OF PREMISES; HOLDING OVER.....................18
27.  COMPLIANCE WITH LAWS AND ORDINANCES.....................18
28.  USE AND OCCUPANCY TAXES, SALES TAXES, AND OTHER TAXES...19
29.  WAIVER OF TRIAL BY JURY.................................20
30.  NOTICES.................................................20
31.  NOTICE TO LENDER........................................20
32.  REAL ESTATE BROKERS.....................................20
33.  FORCE MAJEURE...........................................20
34.  LANDLORD'S OBLIGATIONS..................................21
35.  LANDLORD'S LIABILITY....................................21
36.  LIABILITY OF TENANT.....................................21
37.  FINANCIAL STATEMENTS....................................21
38.  SUCCESSORS..............................................21
39.  GOVERNING LAW...........................................21
40.  SEVERABILITY............................................22
41.  CAPTIONS................................................22
42.  GENDER..................................................22
43.  EXECUTION...............................................22
44.  ENTIRE AGREEMENT........................................22
45.  TENANT'S WORK...........................................22
46.  OPTION TO RENEW.........................................23
47.  RIGHT OF FIRST OFFER....................................24
48.  EXHIBITS................................................25
LEASE
                            _____

     THIS LEASE is made this 30th day of October, 2006 by and
between 301 CENTERVILLE ROAD ASSOCIATES, LP, a Pennsylvania
limited partnership ("Landlord"), and UNION NATIONAL COMMUNITY
BANK, a National Banking Association ("Tenant").

1.  Reference Data.  As used in this Lease, the following terms
shall have the indicated meanings and refer to the data set
forth in this Section:

Landlord's Address:    301 Centerville Road Associates, LP
                       120 North Pointe Boulevard, Suite 301
                       Lancaster, Pennsylvania 17601

Tenant's Address:      570 Lausch Lane
                       Lancaster, Pennsylvania 17601

Building:              301 Centerville Road
                       Lancaster, Pennsylvania

Land:                  The 1.145 acre tract of land on which the
                       Building is located, as further described
                       in Exhibit "A" attached hereto.

Premises:              The entire Building, consisting of
                       approximately 3,500 square feet plus
                       three (3) drive-thru lanes, and the Land.

Term:                  Sixteen (16) years (plus, if the
                       Commencement Date is not the first day of
                       a calendar month, the balance of the
                       calendar month in which the Commencement
                       Date occurs).

Scheduled
  Commencement Date:   November 15, 2006.

Base Rent:             Shall be as provided in Sections 4(d) and
                       4(e) hereof.

Security Deposit:      N/A

2.   Premises.
     _________
     (a) For and in consideration of the rent to be paid and the
covenants and agreements to be performed by Tenant as
hereinafter set forth, Landlord does hereby lease, demise and
let unto Tenant the Premises.  For purposes of this Lease the
Premises are deemed to include the number of rentable square
feet designated for the Premises in Section 1.
(b)  Subject to the terms of Section 45 hereto, Tenant
shall use its commercially reasonable and diligent efforts to
cause its contractor(s) to complete the construction of Tenant's
Work (as hereinafter defined) in accordance with the terms of
this Lease.

3.   Term.  The Term shall commence on the "Commencement Date"
     ____
which shall be the earlier of the Scheduled Commencement Date or
the date upon which Tenant opens for business on the Premises or
any portion thereof.  Once the Commencement Date has been
determined, Landlord and Tenant shall confirm the commencement
and expiration dates of the Term in writing.  However, the
failure of the parties to execute such writing shall not defer
the Commencement Date or otherwise invalidate this Lease.

4.   Rent.
     ____
     (a)  Base Rent.  During the Term of this Lease, Tenant
          _________
shall pay to Landlord the Base Rent, in equal monthly
installments in advance on the first day of each calendar month,
without setoff or deduction.  In the event the Term of this
Lease commences on a day other than the first day of a calendar
month, then on the Commencement Date Tenant shall pay to
Landlord a pro rata portion of the monthly installment of Base
Rent for such partial month.  If the Term of this Lease
commences on the Commencement Date for a portion, but not all,
of the Premises, then Tenant shall pay Base Rent for the portion
of the Premises occupied by Tenant only.

     (b)  Additional Rent.  Whenever under the terms of this
          _______________
Lease any sum of money is required to be paid by Tenant in
addition to the Base Rent herein reserved, even if said
additional sum is not designated as "Additional Rent", if such
                                     _______________
sum is not paid when due, said sum shall nevertheless be deemed
"Additional Rent" and be collectible as rent.  Nothing herein
contained shall be deemed to limit any other remedy of Landlord
if any such sum is not paid when due.

     (c)  Payment.  All payments of Base Rent and Additional R
          _______
Rent shall be paid when due, without demand, setoff or
deduction, except as set forth herein, at Landlord's Address, or
at such other place as Landlord may from time to time direct by
notice to Tenant.  All checks shall be made payable to Landlord
or such other person as Landlord may direct from time to time.

     (d)  Initial Determination of Base Rent.
          ___________________________________
          (i) Annual Base Rent during each of the first five (5)
years of the Term shall be an amount equal to the product
obtained by multiplying final Project Costs by 9.15%.  For
example, if final Project Costs are determined to be
$2,800,000.00, then annual Base Rent during each of the first
five (5) years of the Term shall be $256,200.00.

          (ii)  Landlord and Tenant acknowledge that final
Project Costs may not be known as of the Commencement Date.
Accordingly, if such final Project Costs have not been
determined as of the Commencement Date, Tenant shall pay Base
Rent based on an annual Base Rent of $251,625.00, which amount
has been obtained by assuming Project Costs in the amount of
$2,750,00.00 and multiplying such amount by 9.15% (the "Assumed
Base Rent").  Promptly after the determination of annual Base
Rent for each of the first five (5) years of the Term in
accordance with Section 4(d)(i), Tenant shall promptly reimburse
Landlord, or Landlord shall credit to Tenant against future
installments of Base Rent, as the case may be, any differential
on account of Assumed Based Rent paid by Tenant prior to the
calculation of actual Base Rent in
accordance with Section 4(d)(i).  The parties acknowledge and
agree that the Assumed Base Rent has been agreed upon only as a
mechanism to provide for payment of Base Rent until final
Project Costs have been determined, and does not constitute an
estimate, representation or warranty by either party regarding
final Project Costs.

          (iii)  Promptly following the Commencement Date
Landlord shall provide to Tenant a statement in reasonable
detail of the final Project Costs paid or incurred by Landlord
and Landlord's calculation of the initial Base Rent.  Landlord's
statement of Project Costs and calculation of the initial Base
Rent shall be deemed final and accepted by Tenant unless, within
ten (10) days after receipt thereof, Tenant gives Landlord
written notice objecting thereto and containing Tenant's
calculation of the initial Base Rent.  If Tenant timely objects
to Landlord's statement of the final Project Costs or
calculation of the initial Base Rent and such objections are not
resolved within thirty (30) days after Landlord's receipt of
Tenant's objection notice, the issue shall be submitted for
binding resolution to independent certified public accountants
mutually selected by Landlord and Tenant. The expense of such
independent certified public accountants shall be borne by the
party whose calculation of the initial Base Rent is furthest
from the amount calculated by the independent certified public
accountant. Until the resolution of any such objections Tenant
shall continue to pay Assumed Base Rent as provided in Section
4(d)(ii).

     (e)  Future Adjustments of Base Rent.  Effective as of the
          _______________________________
first day of Year six (6) of the Term and the date every five
years thereafter (each such date, an "Adjustment Date") the Base
Rent shall increase to an amount equal to the lesser of (i) 109%
of the Base Rent in effect immediately prior to such Adjustment
Date or (ii) the amount of Base Rent that would be payable if
the Base Rent payable as of the prior Adjustment Date (the
Commencement Date for purposes of the first adjustment) had been
increased annually on the first day of each Year to and
including the applicable Adjustment Date to reflect the annual
increase in the Consumer Price Index.  In no event shall Base
Rent decrease as of any Adjustment Date.

 "Consumer Price Index" means the Consumer Price Index published
  ____________________
by the Bureau of Labor Statistics of the United States
Department of Labor for "All Urban Consumers" in the table
entitled "Consumer Price Index:  United States City Average",
All Items (1982-84=100), or any successor index thereto, for the
month in question.  In the event that the Consumer Price Index
is converted to a different standard reference base or otherwise
revised, the determination of the Base Rent to be made pursuant
to this Section shall be made with the use of such conversion
factor, formula or table for converting the Consumer Price Index
as may be published by the Bureau of Labor Statistics or, if not
so published, then with the use of such conversion factor,
formula or table as may be published by any nationally
recognized publisher of statistical information selected by
Landlord, or if a conversion factor, formula or table is
unavailable, Landlord and Tenant shall agree on another method
to adjust the Consumer Price Index, or any successor thereto, to
the figure that would have been arrived at had the manner of
computing the Consumer Price Index in effect on the date of this
Lease not been altered.  If Landlord and Tenant fail to agree
upon a conversion factor, formula, table or other method, the
matter will be submitted for resolution by independent certified
public accountants mutually selected by Landlord and Tenant, at
Tenant's expense.

     (f)  "Project Costs" shall mean all costs paid or incurred
           _____________
by Landlord for acquiring, financing and developing the Premises
including, without limitation, (i) the purchase
price, closing costs and legal and other professional fees
related to Landlord's acquisition of the Premises, (ii) all
interest and other financing costs paid or incurred  by Landlord
from the date it acquired the Premises through the Commencement
Date including but not limited to all costs associated with
permanent financing whether incurred prior to or after the
Commencement Date, (iii) any maintenance and repair expenses
incurred by Landlord from the date it acquired the Premises
through the Commencement Date, (iv) any land development
approval expenses related to the Premises, (v) any closing costs
and legal and professional fees incurred by Landlord related to
the Construction Loan (as hereinafter defined), (vi) all
interest paid by Landlord on the Construction Loan, (vii) all
insurance costs, real estate taxes and other carry costs paid or
incurred by Landlord and related to the Premises from the date
Landlord acquired the Premises through the Commencement Date
(including the costs of any title insurance obtained by Landlord
in connection with its acquisition of the Premises and closing
under the Construction Loan), (viii) any costs specifically
designated in this Lease as Project Costs, including, without
limitation, costs funded by Landlord to Tenant for payment of
Tenant's Work, and (ix) any and all other costs incurred by
Landlord related to the Premises and the improvements to be
constructed by Tenant thereon. Notwithstanding anything that may
be contained in this Lease to the contrary, Tenant shall be
solely responsible for the payment of all Project Costs in
excess of $2,900,000.00 (hereinafter referred to as "Excess
Project Costs").  Tenant agrees to pay all Excess Project Costs
directly to the parties to which such payments are due, or in
the event Landlord has paid any Excess Project Costs, Tenant
agrees to promptly reimburse Landlord for such costs upon
invoice thereof.

     (g)  Upon the determination of Base Rent for the first five
(5) years of the Term in accordance with Section 4(d)(i), or
upon the determination of Base Rent for any Adjustment Period in
accordance with Section 4(e), Landlord and Tenant shall promptly
confirm such Base Rent by executing an amendment to this Lease.
However, failure of the parties to execute any such amendment
shall in no event affect Tenant's obligation to pay Base Rent as
provided in this Lease.

5.  Net Lease; Taxes.
    ________________
    (a)  Net Lease.   The Rent shall be paid absolutely net to
         __________
Landlord, so that this Lease shall yield to Landlord the full
amount of Rent throughout the Term.  From and after the date of
this Lease Landlord shall not under any circumstances be
required to build or rebuild any improvements on the Land or
make any repairs, replacements, alterations, restoration or
renewals of any nature to the Premises, whether ordinary or
extraordinary, structural or non-structural, foreseen or
unforeseen, or to make any expenditure whatsoever with respect
thereto in connection with this Lease, or to maintain the
Premises in any way.

    (b)  Taxes.   Tenant shall pay all Taxes for each year and
         _____
partial year falling within the Term.  Tenant shall pay Taxes
before any fine, penalty, interest or cost may be added for
non-payment.   Such payments shall be made directly to the
taxing authorities where feasible, and Tenant shall promptly
furnish to Landlord copies of official receipts or other
satisfactory proof evidencing such payments.  Taxes imposed in
respect of tax fiscal periods in which the Commencement Date and
expiration date of this Lease fall shall be adjusted and
prorated between Landlord and Tenant (although all Taxes
incurred by Landlord prior to the Commencement Date shall form
part of the Project Costs), whether or not any such Tax is
imposed before or after such commencement or expiration, and
Tenant's obligation to pay its prorated share of Taxes shall
survive the termination of this Lease.  Notwithstanding anything
to
the contrary contained in this Section 5(b), if a mortgagee of
the Premises requires that Taxes be paid in advance, such as, by
way of example only, through an escrow arrangement with such
mortgagee or its agent, then Tenant shall comply with any
instructions of such mortgagee or its agent with respect to the
payment of Taxes hereunder.  "Taxes" means taxes, assessments,
and governmental charges or fees whether federal, state, county
or municipal, and whether they be by taxing districts or
authorities presently taxing or by others, subsequently created
or otherwise, and any other taxes and assessments (including
non-governmental assessments for common charges under a
restrictive covenant, reciprocal easement agreement or other
private agreement) now or hereafter attributable to the Premises
(or its operation), excluding, however, penalties and interest
thereon, any transfer or sales tax imposed on a sale by Landlord
of the Premises (although any increase in real estate taxes or
assessments resulting from such sale are included in Taxes) and
federal and state taxes on income (if the present method of
taxation changes so that in lieu of or in addition to the whole
or any part of any Taxes, there is levied on Landlord a capital
tax directly on the rents received therefrom or a franchise tax,
assessment, or charge based, in whole or in part, upon such
rents for the Premises, then all such taxes, assessments, or
charges, or the part thereof so based, shall be deemed to be
included within the term "Taxes" for purposes hereof).

6.  Late Charges.  In the event that Tenant shall fail to pay
    ------------
Base Rent or any Additional Rent within five (5) days after its
due date, Tenant shall pay an automatic late charge to Landlord
of $250.00.  In addition, in the event that Tenant shall fail to
pay Base Rent or any Additional Rent within thirty (30) days
after its due date, then from and after the thirty-first (31st)
day until the date Tenant finally pays Base Rent or Additional
Rent, Tenant shall pay Landlord interest at the rate of two
percentage points (2%) per annum in excess of the Prime Rate
reported from time to time in the Wall Street Journal (the
                                  -------------------
"Overdue Interest Rate") with respect to the delinquent amount.
-----------------------
Such late charges and interest shall be deemed Additional Rent
for all purposes under this Lease.

7.  Use of Premises.  Tenant shall use and occupy the Premises
    _______________
as a full service branch bank.  Landlord and Tenant acknowledge
and agree that in connection with Tenant's use and occupancy of
the Premises as a full service branch bank, Tenant shall be
permitted to operate, or contract with a third party to operate
pursuant to a licensing and/or sublease agreement, a "coffee
house" or other retail operation from the Premises so long as
such coffee house or other retail operation is incidental to
Tenant's use and occupancy of the Premises as a full service
branch bank ("Permitted Incidental Use").  Tenant shall not use
or occupy the Premises for any other purpose or business without
the prior written consent of Landlord.  Tenant and its
employees, agents, licensees and invitees shall observe and
comply with the rules and regulations Landlord may from time to
time specify by written notice given to Tenant.

8.  Condition of Premises.  Landlord shall not be required to
    _____________________
make any improvements to the Premises and there have been no
representations or warranties made by or on behalf of Landlord
with respect to the Premises or with respect to the suitability
of the Premises for the conduct of Tenant's business.  The
taking of possession of the Premises by Tenant in order to
perform Tenant's Work pursuant to Section 45 shall conclusively
establish that the Premises were in satisfactory condition,
order and repair at such time.

9.  Alterations and Trade Fixtures; Removal.
    _______________________________________
(a)  During the Term of this Lease, except for Tenant
Improvements for which Section 45 shall govern, Tenant shall not
make any alterations or additions to the Premises without the
prior written consent of Landlord, which shall not be
unreasonably withheld so long as the proposed alteration or
addition does not affect the Building structure or any of the
Building systems and is not visible from outside the Premises.
In the event that Tenant shall desire to perform any such
alterations or additions in or about the Premises, Tenant shall
deliver to Landlord detailed, professionally prepared plans and
specifications prepared at the expense of Tenant.  Landlord
shall review such plans and specifications and return same to
Tenant either marked approved, marked to show the corrections
required (in which event such marked-up plans and specifications
shall be deemed approved as marked-up), or marked disapproved
with the reasons therefor.  If Landlord disapproves Tenant's
plans and specifications, Tenant may submit revised plans and
specifications subject to subsequent mark-ups or disapprovals
and corrections in the above manner.  Upon approval by Landlord
of Tenant's plans and specifications, Tenant shall proceed with
due diligence to commence the work to be performed by Tenant and
shall complete such work in a diligent manner.  All such work to
be done or performed in or about the Premises by Tenant shall be
performed (1) at Tenant's sole cost and expense, and (2) by
contractors and subcontractors approved by Landlord.  Prior to
commencing work Tenant shall cause its contractor to provide
Landlord with insurance certificates confirming that such
contractor carries commercial general liability insurance with a
combined single limit of not less than $1,000,000, naming
Landlord, Landlord's mortgagee and Landlord's managing agent as
additional insureds.  Upon completion of any such work, Tenant
shall pay to Landlord an amount not to exceed $1,000.00, to
reimburse Landlord for review of such plans and specifications
and the coordination and final inspection of the work.

    (b)  Tenant's right to do any alteration work in or about
the Premises shall be and hereby is conditioned upon Tenant's
work being performed by workmen and mechanics working in harmony
and not interfering with labor employed by Landlord and
Landlord's contractors.  If at any time any of the workmen or
mechanics performing any of Tenant's work  shall be unable to
work in harmony or shall interfere with any labor employed by
Landlord or Landlord's mechanics and contractors, then the
permission granted by Landlord to Tenant to do any work in or
about the Premises may be withdrawn by Landlord upon written
notice to Tenant.

    (c)  All alterations, interior decorations, improvements or
additions made to the Premises by Tenant, except for movable
furniture, equipment and trade fixtures, shall become Landlord's
property upon expiration or sooner termination of this Lease,
unless Landlord gives Tenant written notice to remove any such
alteration, interior decoration, improvement or addition
(including, but not limited to, any voice or data cables and
lines installed by Tenant in the Premises) prior to, or within
ten (10) days following, the expiration or termination of this
Lease, in which case Tenant shall remove the designated
alteration, decoration, improvement or addition and repair any
damage caused thereby.  Tenant shall also remove all movable
furniture, equipment and trade fixtures installed by Tenant in
the Premises, except lighting fixtures and air-conditioning
equipment, and repair any damage caused to the Premises by said
removal.  All of said movable furniture, equipment and trade
fixtures remaining in the Premises after the Lease expiration
date, or any sooner termination of this Lease, shall be deemed
to be abandoned property and may be disposed of by Landlord or,
at Landlord's option, stored, in either case at Tenant's risk
and expense.  Any costs incurred by Landlord in removing,
storing and/or disposing of Tenant's property and repairing any
damage caused thereby, plus interest thereon at the Overdue
Interest Rate, shall be paid by Tenant to Landlord on demand.
10.  Mechanics' Liens.
     ________________
     (a)  Prior to Tenant performing any alterations, additions
or construction work in or about the Premises for which a lien
could be filed against the Premises, Tenant shall have its
contractor execute and file in the appropriate public office a
Waiver of Mechanics' Lien, in form satisfactory to Landlord, and
provide Landlord with a copy of the filed Waiver.
Notwithstanding the foregoing, if any mechanics' or other lien
shall be filed against the Premises purporting to be for labor
or materials furnished or to be furnished at the request of
Tenant, then at its expense, Tenant shall cause such lien to be
removed of record by payment, bond or otherwise, within twenty
(20) days after the filing thereof.  If Tenant shall fail to
cause such lien to be removed of record within such twenty (20)
day period, Landlord may cause such lien to be removed of record
by payment, bond or otherwise, without investigation as to the
validity thereof or as to any offsets or defenses thereto, in
which event Tenant shall reimburse Landlord in the amount paid
by Landlord, including expenses, within ten (10) days after
Landlord's billing therefor.  Tenant shall indemnify and hold
Landlord harmless from and against any and all claims, costs,
damages, liabilities and expenses (including attorney fees)
which may be brought or imposed against or incurred by Landlord
by reason of any such lien or removal of record.

     (b)  Nothing in this Lease shall be deemed to be, or
construed in any way as constituting, the consent or request of
Landlord, expressed or implied, by inference or otherwise, to
any person, firm or corporation for the performance of any labor
or the furnishing of any materials for any construction,
rebuilding, alteration, addition or repair of or to the Premises
or any part thereof, nor as giving Tenant any right, power or
authority to contract for or permit the rendering of any
services or the furnishing of any materials which might in any
way give rise to the right to file any lien against Landlord's
interest in the Premises.

11.  Utilities and Services.
     ______________________
     (a)  Utilities.  Tenant shall contract for in its own name
          _________
and pay for all water, gas, electricity, heat, telephone, sewer,
sprinkler charges and other utilities and services used at the
Premises, together with any taxes, penalties, surcharges,
connection charges, maintenance charges, and the like pertaining
to Tenant's use of the Premises.  Landlord shall not be liable
for any interruption or failure of utility service to the
Premises, and such interruption or failure of utility service
shall not be a constructive eviction of Tenant, constitute a
breach of any implied warranty, or entitle Tenant to any
abatement of Tenant's obligations hereunder.

     (b)  Janitorial and Other Services.  Tenant, at its sole
          _____________________________
expense, shall provide its own janitorial, landscaping and snow
removal services to the Premises and shall maintain the Premises
in a clean and safe condition.  Tenant shall store all trash and
garbage in accordance with the requirements of all applicable
governmental authorities and shall, at its sole expense, arrange
for the regular pickup of such trash and garbage on a timely
basis.

12.  Assignment and Subletting.
     _________________________
     (a)  Except as expressly permitted pursuant to this
Section, Tenant shall not assign or mortgage this Lease or any
interest therein or sublet the Premises without the prior
written consent of Landlord, which shall not be unreasonably
withheld or delayed.  Any of the foregoing acts without
Landlord's consent shall be voidable and shall, at the option of
Landlord, be an Event of Default under this Lease.  Neither this
Lease nor any interest therein shall be assignable as to the
interest of Tenant by operation of law, without the prior
written consent of
Landlord.  Unless Tenant is a company whose shares are publicly
traded, any transfer of the ownership or control of Tenant,
whether by transfers of stock or partnership interests, merger,
consolidation or otherwise, however such transfer of ownership
or control is accomplished, shall constitute an assignment of
Tenant's interest in this Lease and as such shall be subject to
this Section 12.  Notwithstanding the foregoing, without the
consent of Landlord but upon notice to Landlord,  Tenant may
assign the Lease to:

          (i)  any corporation that controls, is controlled by,
or is under common control with, Tenant; or

          (ii)  any corporation resulting from the merger,
consolidation or other corporate reorganization with Tenant or
to any entity that acquires all or substantially all of Tenant's
assets, as long as the assignee or sublessee is a bona fide
entity and assumes the obligations of Tenant under this Lease
and such entity has a net worth following such merger,
consolidation or reorganization at least equal to the net worth
of Tenant on the date hereof or the date of such merger,
consolidation or reorganization, whichever is higher.

     (b)  If at any time or from time to time during the Term of
this Lease, Tenant desires to assign this Lease or sublet the
Premises (except for such assignment or sublet as is permitted
pursuant to Sections 12(a)(1), 12(a)(ii) or 12(f)), Tenant shall
give Landlord written notice of such intent, which notice must
be accompanied by (1) a written description of the proposed
assignment and financial and business information for the
proposed assignee or subtenant, including bank and general
references, and (2) an administrative fee of $2,000 to defray
Landlord's expenses in reviewing such request.  Landlord shall
either refuse to approve the proposed assignment or shall permit
the proposed assignment within thirty (30) days of Landlord's
receipt of Tenant's notice and the additional information and
payment required above in this Section 12(b). In the event that
Landlord permits Tenant to assign this Lease or sublet the
Premises to any third party, such assignment or sublease shall
be subject to the following terms and conditions:

          (i)  Tenant shall obtain the consent of Landlord,
which consent shall not be unreasonably withheld; Landlord shall
base its decision upon the financial condition, business and
character of the proposed assignee or subtenant and the proposed
use of the Premises;

          (ii)  No assignment shall be valid and no subtenant or
assignee shall take possession of the premises assigned until a
fully executed original of such assignment of this Lease has
been delivered to Landlord, and Tenant and such assignee have
executed such additional documentation as Landlord may
reasonably require;

          (iii)  Any options granted to Tenant in this Lease
(including but not limited to any option to renew the Term)
shall be deemed void and of no further effect, it being
understood that all such options are personal to Tenant; and

          (iv)  No assignee shall have a further right to assign
the Lease and no subtenant shall have a further right to sublet
the Premises, except in accordance with the provisions of this
Section 12.

     (c)  Except for any  sublease permitted pursuant to Section
12(f) below, Tenant shall pay Landlord within five (5) days
after receipt, as Additional Rent, fifty percent (50%) of any
subrents, other sums or other economic consideration received by
Tenant as a
result of any subletting or assignment, whether denominated as
rentals under the sublease or otherwise, which exceed, in the
aggregate, the aggregate of the total sums which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to that portion of the Premises subject to
a sublease) plus an amortization over the term of any such
sublease of the cost of leasehold improvements made to the
Premises by Tenant for the subtenant or assignee, and other
reasonable expenses incurred by Tenant incident to the
subletting or assignment, including legal fees and standard
leasing commissions.  If such subleasing or assignment has been
made without the consent of Landlord as provided herein,
Landlord shall be entitled to all economic consideration
received by Tenant in accordance with the provisions of this
Section 12(c), but the receipt of such monies shall not be
deemed to be a waiver of the provisions of this Section 12 with
respect to assignment and subletting, or the acceptance of such
assignee or subtenant as Tenant hereunder.

     (d)  Whether or not Landlord's consent is required or
obtained hereunder, no subletting or assignment shall release
Tenant of Tenant's obligations or alter the primary liability of
Tenant to pay Base Rent and Additional Rent and to perform all
other obligations to be performed by Tenant under this Lease.
This continuing obligation of Tenant shall not be affected in
any way by any subsequent amendment of this Lease made by
Landlord and any assignee, or any waiver, forbearance or other
accommodation granted by Landlord to any assignee.  The
acceptance of rental by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision hereof.
Consent to one (1) assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting.  In the
event of default by any assignee of Tenant or any successor of
Tenant in the performance of any of the terms of this Lease,
Landlord may proceed directly against Tenant without the
necessity of exhausting remedies against such assignee or
successor.

     (e)  In the event that the Premises or any part thereof
have been sublet by Tenant and an Event of Default under this
Lease has occurred and is continuing, then Landlord may collect
rent from the subtenant and apply the amount collected to the
Base Rent and Additional Rent herein reserved, but no such
collection shall be deemed a waiver of the provisions of this
Section 12 with respect to subletting or the acceptance of such
subtenant as Tenant hereunder or a release of Tenant under this
Lease.

     (f)  Tenant may, without the consent of Landlord or notice
thereof, sublease a portion of the Premises to a third party in
a accordance with the provisions of Section 7 above.

13.  Access to Premises.  Landlord, its employees and agents
     __________________
shall have the right to enter the Premises at all reasonable
times during business hours and at any time in case of an
emergency for the purpose of examining or inspecting the
Premises, showing the Premises to prospective purchasers,
mortgagees and (during the last year of the Term only)
prospective tenants of the Building, and making such
alterations, repairs, improvements or additions to the Premises
as Landlord may determine to be necessary or desirable (provided
that Landlord shall have no obligation to undertake any such
alterations, repairs, improvements or additions).  Landlord
shall use reasonable efforts during any such entry into the
Premises to minimize the disruption to Tenant's business
activities.  If representatives of Tenant shall not be present
to open and permit entry into the Premises at any time when such
entry by Landlord is necessary or permitted hereunder, Landlord
may enter by means of a master key (or forcibly in the event of
an emergency) without liability to Tenant and without such entry
constituting an eviction of Tenant
or termination of this Lease.  If Tenant has relocated from the
Premises, the entry of Landlord into the Premises to retrofit
the same or a portion thereof for a subsequent tenant shall not
be deemed the acceptance of surrender, eviction or a termination
of this Lease with respect to the Premises or such portion
thereof unless or until a successor tenant has occupied the same
and begun paying rent thereon.

14.  Repairs and Maintenance.  Tenant, at its sole cost and
     _______________________
expense, shall make all repairs necessary to maintain and keep
the Premises and the fixtures therein in neat and orderly
condition, including but not limited to maintenance, repair and
replacement of the exterior, foundations, and structural
portions of the Premises (including doors, glass and glass
windows), including gutters, downspouts, all service pipes,
lines and mains leading to and from the Premises, the plumbing,
electric, sewer, HVAC, mechanical and other systems in the
Premises, all roof repairs and replacements as the same may be
required from time to time,  and the parking areas, sidewalks
and landscaping located on the Land.  Such repairs and
replacements include capital expenditures and repairs whose
benefit may extend beyond the Term. Tenant agrees to keep the
sidewalks on the Premises and parking areas reasonably clear of
daily debris, snow and ice.  In the event that any governmental
regulations from time to time require emergency lighting to be
installed in the Premises, the installation and maintenance of
same, including providing battery power, shall be the
responsibility of Tenant. If Tenant refuses or neglects to make
such repairs, or fails diligently to prosecute the same to
completion, after notice from Landlord of the need therefor,
Landlord may make such repairs at the expense of Tenant and such
expense, along with a ten percent (10%) service charge, shall be
collectible as Additional Rent.

15.  Indemnification and Insurance.
     ______________________________
     (a)  Tenant shall indemnify, defend and hold harmless
Landlord, Landlord's mortgagee and Landlord's managing agent
from and against any and all costs, expenses (including
reasonable attorney fees), liabilities, losses, damages, suits,
actions, fines, penalties, claims or demands of any kind and
asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with (1) any
failure by Tenant to perform any of the agreements, terms,
covenants or conditions of this Lease required to be performed
by Tenant, (2) any failure by Tenant to comply with any
statutes, ordinances, regulations or orders of any governmental
authority, or (3) any accident, bodily injury (including death
resulting therefrom), or damage to or loss or theft of property,
which shall occur in or about the Premises or otherwise arising
out of Tenant's use of the Premises, except to the extent due to
the gross negligence or willful misconduct of Landlord.  The
indemnities contained in this paragraph shall survive the
expiration or earlier termination of this Lease.

     (b)  During the Term of this Lease and any renewal thereof,
Tenant shall obtain and promptly pay all premiums for:

          (i)  Commercial General Liability Insurance with broad
form extended coverage, including Contractual Liability,
covering claims for bodily injury (including death resulting
therefrom) and loss or damage to property occurring upon, in or
about the Premises, with minimum limits of $1,000,000 per
occurrence and $2,000,000 aggregate.

          (ii)  Property insurance for the Building's full
replacement value (including all alterations, improvements and
betterments made by Tenant), with a deductible not to exceed
$10,000 and naming Landlord and any mortgagee as additional
insured and loss payees as their interests may appear;
(iii)  Insurance covering the full value of all
furniture, trade fixtures and personal property (including
property of Tenant or others) in the Premises;

          (iv)  Contractual liability insurance sufficient to
cover Tenant's indemnity obligations hereunder (but only if such
contractual liability insurance is not already included in
Tenant's commercial general liability insurance policy);

          (v)  Worker's compensation insurance;

          (vi)  Business interruption insurance covering a
period of not less than twelve (12) months; and

          (vii)  Any additional insurance required by Landlord's
mortgagee or Landlord's managing agent.

     All such policies and renewals thereof shall name Landlord,
Landlord's mortgagee and Landlord's managing agent as additional
insureds.  All policies of insurance shall provide (1) that no
material change or cancellation of said policies shall be made
without at least thirty (30) days prior written notice to
Landlord and Tenant, and (2) that any loss shall be payable
notwithstanding any act or negligence of Tenant or Landlord
which might otherwise result in the forfeiture of said
insurance.  On or before the Commencement Date of the Term of
this Lease, and thereafter not less than thirty (30) days prior
to the expiration dates of said policy or policies, Tenant shall
furnish Landlord with renewal certificates of the policies of
insurance required under this paragraph.  Tenant's insurance
policies shall be issued by insurance companies authorized to do
business in the Commonwealth of Pennsylvania with a financial
rating of at least A as rated in the most recent edition of
Best's Insurance Reports and have been in business for the past
five (5) years.  The aforesaid insurance limits may be
reasonably increased by Landlord from time to time during the
Term of this Lease.

     If a mortgagee of the Premises requires that any premiums
for insurance required to be carried by Tenant pursuant to this
Section 15(b) be paid in advance, such as, by way of example
only, through an escrow arrangement with such mortgagee or its
agent, then Tenant shall comply with any instructions of such
mortgagee or its agent with respect to the payment of such
insurance premiums.

     (c)  Tenant and Landlord, respectively, hereby release each
other from any and all liability or responsibility to the other
for all claims of anyone claiming by, through or under them by
way of subrogation or otherwise for any loss or damage to
property owned by Landlord and Tenant respectively in the
Premises and covered by insurance maintained by the other party.
Each party shall cause its insurance carrier to endorse all
applicable policies waiving the carrier's rights to recovery
under subrogation or otherwise against the other party.

16.  Waiver of Claims.  Landlord and Landlord's agents and
     ________________
employees shall not be liable for, and Tenant hereby releases
and relieves Landlord, its agents and employees from, all
liability in connection with any and all bodily injury
(including death), damage to or loss of property, or loss or
interruption of business occurring to Tenant, its agents,
employees, invitees and licensees in or about the Premises,
from, without limitation, (a) any fire or other casualty,
accident, occurrence or condition in or upon the Premises; (b)
any defect in or failure of the plumbing, sprinkler, electrical,
heating, ventilating and air-conditioning systems and equipment,
or any other systems and equipment in the Premises and the
Building; (c) any steam, gas, oil,
water, rain or snow that may leak into or flow from any part of
the Premises or the Building;(d)  the falling of any fixture or
any wall or ceiling materials; (e) broken glass; (f) latent or
patent defects; (g) any acts or omissions of the other tenants
or occupants of the Building; (h) any acts or omissions
(excluding gross negligence) of Landlord, its agents, servants
and employees; and (i) theft, criminal conduct, Act of God,
public enemy, injunction, riot, strike, insurrection, war,
terrorism, court order, or any order of any governmental
authorities having jurisdiction over the Premises.

17.  Quiet Enjoyment.  Landlord covenants and agrees with Tenant

     _________________
that upon Tenant paying the Base Rent and Additional Rent and
observing and performing all the terms, covenants and conditions
on Tenant's part to be observed and performed under this Lease,
Tenant may peaceably and quietly enjoy the Premises hereby
demised without hindrance or molestation from Landlord, subject
to the terms and conditions of this Lease and to the ground
leases, underlying leases and mortgages referred to in Section
20 below.

18.  Casualty Damage.
     _______________
     (a)  All proceeds payable by reason of any loss or damage
to the Premises or any portion thereof, and insured under any
policy of insurance required by Section 15 of this Lease shall
be paid either to (i) Landlord and held by Landlord in trust or
(ii) a mortgagee of the Premises and held by such mortgagee
pursuant to the provisions of the relevant mortgage (subject to
the provisions of Section 18(e)) and shall be made available for
reconstruction or repair, as the case may be, of any damage to
or destruction of the Premises, or any portion thereof, and
shall be paid out by Landlord (or the mortgagee) from time to
time for the reasonable cost of such reconstruction or repair.
Any excess proceeds of insurance remaining after the completion
of the restoration or reconstruction of the Premises shall be
paid to Tenant free and clear upon completion of any such repair
and restoration except as otherwise specifically provided below
in this Section 18; provided, in the event neither Landlord nor
Tenant is required or elects to repair and restore the Premises,
all such insurance proceeds shall be retained by Landlord except
any proceeds relating to Tenant's personal property shall belong
to Tenant.  All salvage resulting from any risk covered by
insurance shall belong to Tenant (unless Tenant is not required
or elects to repair and restore the Premises, in which case such
salvage shall belong to Landlord), except that any salvage
relating to Tenant's Property shall belong to Tenant.

     (b)  In the event of damage to or destruction of the
Premises caused by fire or other casualty, or of the entrances
and other common facilities necessary to provide normal access
to the Premises, or to other portions of the Building or its
equipment which portions and equipment are necessary to provide
services to the Premises in accordance herewith, Tenant shall
undertake to make repairs and restorations as hereafter
provided, unless this Lease be terminated by Landlord or Tenant
as hereinafter provided.

     (c)  If the cost of the repair or restoration exceeds the
amount of proceeds received by Landlord from the insurance
required under Section 15 and Tenant elects or is required by
the terms of this Lease to restore the Premises, Tenant shall be
obligated to contribute any excess amount needed to restore the
Premises.  Such amount shall be paid by Tenant to Landlord to be
held in trust together with any other insurance proceeds for
application to the cost of repair and restoration.  All
insurance proceeds payable by reason of any loss of or damage to
any of Tenant's personal property shall be paid to Tenant.
(d)  This Lease shall remain in full force and effect and
Tenant's obligation to make rental payments and to pay all other
charges required by this Lease shall remain unabated during any
period required for repair and restoration.

     (e)  Notwithstanding the foregoing, if less than two (2)
years remain on the Term, either party, for a period of ten (10)
days following damage to or destruction of the Premises caused
by fire or other casualty, shall have the right to terminate
this Lease by written notice to the other, as of the date
specified in such notice, which termination date shall be no
later than thirty (30) days after the date of such notice, in
which event Landlord shall be entitled to retain the insurance
proceeds and Tenant shall pay to Landlord on demand the amount
of any deductible or uninsured loss arising in connection
therewith.  In the event of such fire or other casualty, if this
Lease is not terminated pursuant to the terms of this Section
18(e), Tenant shall proceed diligently to restore the Premises
to substantially its condition prior to the occurrence of the
damage.

     (f)  Tenant hereby waives any statutory or common law
rights of termination which may arise by reason of any damage or
destruction of the Premises.

19.  Condemnation.
     _____________
     (a)  If the entire Premises shall be condemned or taken
permanently for any public or quasi-public use or purpose, under
any statute or by right of eminent domain, or by private
purchase in lieu thereof, then in that event, at the option of
either Landlord or Tenant exercised by notice to the other
within thirty (30) days after the date when possession is taken,
the Term of this Lease shall cease and terminate as of the date
when possession is taken pursuant to such proceeding or
purchase.  Base Rent and Additional Rent shall be adjusted and
apportioned as of the time of such termination and any Base Rent
and Additional Rent paid for a period thereafter shall be
refunded.

     (b)  If a portion of the Premises shall be condemned or
taken permanently for any public or quasi-public use or purpose,
under any statute or by right of eminent domain, or by private
purchase in lieu thereof, and such condemnation or taking does
not prevent Tenant from conducting its business on a permanent
basis in the Premises, Tenant shall be responsible for such
repair and restoration to the remainder of the Premises as may
be required for its continued use (and Landlord shall make the
award for such taking available for such purpose) and this Lease
shall continue in full force and effect. If the partial
condemnation or taking prevents Tenant from conducting its
business on a permanent basis in the Premises, at the option of
either Landlord or Tenant exercised by notice to the other
within thirty (30) days after the date when possession is taken,
the Term of this Lease shall cease and terminate as of the date
when possession is taken pursuant to such proceeding.

     (c)  Except as expressly set forth in Section 19(b), in the
event of any total or partial taking of the Premises, Landlord
shall be entitled to receive the entire award in any such
proceeding and Tenant hereby assigns any and all right, title
and interest of Tenant now or hereafter arising in or to any
such award or any part thereof and Tenant hereby waives all
rights against Landlord and the condemning authority, except
that to the extent permitted by applicable law, Tenant shall
have the right to claim and prove in any such proceeding and to
receive any award which may be made to Tenant, if any,
specifically for loss of good will, movable trade fixtures,
equipment and moving expenses.
(d)  Notwithstanding anything to the contrary contained
herein, Landlord and tenant acknowledge and agree that the
provisions of this Section 19 shall not be triggered by
Landlord's dedication to East Hempfield Township (the
"Township") of a certain portion of the Premises known as the
"Additional Centerville ROW" as such Additional Centerville Road
ROW is more particularly described in that certain Developer's
Agreement by and between the Township and Landlord and dated as
of April 5, 2006 and recorded in the Lancaster County Recorder
of Deeds Office as Instrument No. 5530064 (the "Developer's
Agreement").

20.  Subordination.  This Lease is and shall be subject and
     _____________
subordinate to all ground or underlying leases and to all
mortgages which may now or hereafter affect such leases or the
real property of which the Premises are a part, and to all
renewals, modifications, consolidations, replacements and
extensions of any such underlying leases and mortgages.  This
clause shall be self-operative and no further instrument of
subordination shall be required by any ground or underlying
lessor or lessee or by any mortgagee, but in confirmation of
such subordination, Tenant shall execute any certificate that
Landlord may reasonably require acknowledging such
subordination, within fifteen (15) days after Landlord's
request.  Tenant agrees that in the event any person, firm,
corporation or other entity acquires the right to possession of
the real property of which the Premises are a part, including
any mortgagee or holder of any estate or interest having
priority over this Lease, Tenant shall, if requested by such
person, firm, corporation or other entity, attorn to and become
the tenant of such person, firm, corporation or other entity,
upon the same terms and conditions as are set forth herein for
the balance of the Term.  Notwithstanding the foregoing, any
mortgagee may, at any time, subordinate its mortgage to this
Lease, without Tenant's consent, by notice in writing to Tenant,
and thereupon this Lease shall be deemed prior to such mortgage
without regard to their respective dates of execution and
delivery, and in that event, such mortgagee shall have the same
rights with respect to this Lease as though it had been executed
prior to the execution and delivery of the mortgage.

21.  Estoppel Certificate.  At any time and from time to time
     ____________________
and within ten (10) days after written request by Landlord,
Tenant shall execute, acknowledge and deliver to Landlord or
Landlord's mortgagee an estoppel certificate substantially in
the form attached as Exhibit "B", with any modifications thereto
required by the then-applicable state of facts, or any other
form of estoppel certificate reasonably required by a proposed
mortgagee.  It is the intention and agreement of Landlord and
Tenant that any such statement by Tenant may be relied upon by a
prospective purchaser or a prospective mortgagee of the
Premises, or by others, in any matter affecting the Premises.
In the event that Tenant shall fail to return a fully executed
copy of such estoppel certificate to Landlord within the
foregoing ten (10) day period, then Tenant shall be deemed to
have approved and confirmed all of the terms, certifications and
representations contained in such estoppel certificate, and
Tenant irrevocably authorizes and appoints Landlord as its
attorney-in-fact to execute such estoppel certificate on behalf
of Tenant.

22.  Default.  The occurrence of any of the following events
     _______
(each, an "Event of Default") shall constitute a material
           ________________
default and breach of this Lease by Tenant:

     (a)  The failure of Tenant to take possession of the
Premises within thirty (30) days after the Commencement Date of
this Lease;

     (b)  The abandonment of the Premises by Tenant;

     (c)  The assignment of this Lease or subletting of the
Premises or any part thereof in violation of Section 12;
(d)  A failure by Tenant to pay, when due, any installment
of Base Rent, Additional Rent or any other sum required to be
paid by Tenant under this Lease, where such failure continues
for more than five (5) days after Tenant has received written
notice of the delinquent payment from or on behalf of Landlord;
provided, however, Landlord need not give any such written
notice, and Tenant shall not be entitled to any such period of
grace, more than twice in any twelve (12) month period;

     (e)  A failure by Tenant to observe and perform any other
provision or covenant of this Lease to be observed or performed
by Tenant, where such failure continues for thirty (30) days
after Tenant receives written notice thereof from or on behalf
of Landlord; provided, however, that if the nature of the
default is such that the same cannot reasonably be cured within
such thirty (30) day period, Tenant shall not be deemed to be in
default if Tenant shall commence the cure of the default within
such thirty (30) day period and thereafter diligently prosecute
the same to completion within sixty (60) days after Tenant
receives written notice thereof;

     (f)  The filing of a petition by or against Tenant for
adjudication as a bankrupt or insolvent or for its
reorganization or for the appointment of a receiver or trustee
of Tenant's property pursuant to any local, state or federal
bankruptcy or insolvency law; or an assignment by Tenant for the
benefit of creditors; or the seizure of Tenant's property by any
local, state or federal governmental officer or agency or
court-appointed official for the dissolution or liquidation of
Tenant or for the operating, either temporary or permanent, of
Tenant's business, provided, however, that if any such action is
commenced against Tenant the same shall not constitute a default
if Tenant causes the same to be dismissed within sixty (60) days
after the filing thereof; or

     (g)  The entry of any order, judgment or decree entered by
a court of competent jurisdiction approving a petition seeking
reorganization of Tenant or all or a substantial part of the
assets of Tenant, or appointing a receiver, sequestrator,
trustee or liquidator or Tenant or any of its property, and such
order, judgment or decree shall continue unstayed and in effect
for any period of thirty (30) days.

23.  Remedies.  Upon the occurrence of any Event of Default set
     ________
forth in Section 22 above, Landlord may exercise any one or more
of the following remedies:

     (a)  Landlord may perform for the account of Tenant the
cure of any such default of Tenant and immediately recover as
Additional Rent any expenditures made and the amount of any
obligations incurred in connection therewith, plus interest at
the Overdue Interest Rate from the date of any such
expenditures.

     (b)  Landlord may accelerate all Base Rent and Additional
Rent due for the balance of the Term of this Lease and declare
the same, along with all sums past due, to be immediately due
and payable.

     (c)  Landlord may re-enter and repossess the Premises,
breaking open locked doors, if necessary, and may use as much
force as necessary to effect such entrance without being liable
to any action or prosecution for such entry or the manner
thereof, and Landlord shall not be liable for the loss of any
property in the Premises.  Landlord may remove all of Tenant's
goods and property from the Premises.  Landlord shall have no
liability for any damage to such goods and property and Landlord
shall not be responsible for the storage or protection of the
same upon removal.  No re-entry or repossession of the Premises
shall be deemed a termination of this Lease or a release of
Tenant from its continuing obligations hereunder.  Without
limiting the foregoing, unless Landlord has elected to
accelerate rent as provided in Section 23(b), Tenant shall
continue to pay Base Rent, Additional Rent and other sums
payable under this Lease when and as due.  Tenant shall be
entitled to a credit against such sums payable to Landlord in an
amount equal to the net proceeds, if any, of any reletting
effected for the account of Tenant pursuant to Section 23(e),
after deducting from such proceeds all of Landlord's expenses in
connection with such reletting (including, without limitation,
all related repossession costs, brokerage commissions, legal
expenses, attorneys' fees, employees' expenses, alteration costs
and expenses of preparation for such reletting).

      (d)  Landlord shall use reasonable efforts to relet the
Premises for and upon such terms and to such persons, firms or
corporations and for such period or periods as Landlord, in its
sole discretion, shall determine, which may include a term
beyond the termination of this Lease.  Landlord need not
consider any tenant offered by Tenant in connection with such
reletting or attempt to relet the Premises prior to the lease of
other available space in the Building.  For the purpose of such
reletting, Landlord may decorate or make reasonable repairs,
changes, alterations or additions in or to the Premises to the
extent deemed by Landlord to be desirable or convenient and the
cost of such repairs, changes, alterations or additions shall be
charged to and be payable by Tenant as Additional Rent
hereunder, as well as any reasonable brokerage and legal fees
expended by Landlord.  Any sums collected by Landlord from any
new tenant obtained for the Premises shall be credited against
the balance of Base Rent and Additional Rent due hereunder as
aforesaid.

     (e)  At its option, Landlord may serve notice upon Tenant
that this Lease and the then-unexpired Term hereof shall cease
and expire and become absolutely void on the date specified in
such notice, to be not less than five (5) days after the date of
such notice, without any right on the part of Tenant to save the
forfeiture by payment of any sum due or by the performance of
any term, provision, covenant, agreement or condition broken;
and, thereupon and at the expiration of the time limit in such
notice, this Lease and the Term hereof granted, as well as the
entire right, title and interest of Tenant hereunder, shall
wholly cease and expire and become void in the same manner and
with the same force and effect (except as to Tenant's liability)
as if the date fixed in such notice were the expiration date of
the Term of this Lease.  Thereupon, Tenant shall immediately
quit and surrender the Premises to Landlord and Landlord may
enter into and repossess the Premises by summary proceedings,
detainer, ejectment or otherwise and remove all occupants
thereof and, at Landlord's option, any property therein, without
being liable to indictment, prosecution or damages therefor.

     (f)  No expiration or termination of the Term pursuant to
Section 23(e), by operation of law or otherwise, and no
repossession of the Premises or any part thereof pursuant to
Section 23(c), or otherwise, and no reletting of the Premises or
any part thereof pursuant to Section 23(d) shall relieve Tenant
of its liabilities and obligations hereunder, all of which shall
survive such expiration, termination, repossession or reletting.

     (g)  In the event of any expiration or termination of this
Lease by reason of an occurrence of an Event of Default, and
Landlord has not elected to accelerate rent pursuant to Section
23(b), Tenant shall pay to Landlord the Base Rent, Additional
Rent and other sums required to be paid by Tenant to and
including the date of such expiration or termination; and,
thereafter, Tenant shall, until the end of what would have been
the expiration of the Term in the
absence of such expiration or termination, and whether or not
the Premises or any part thereof shall have been relet, be
liable to Landlord for, and shall pay to Landlord, as liquidated
and agreed current damages, the Base Rent, Additional Rent and
other sums which would be payable under this Lease by Tenant in
the absence of such expiration or termination, less the net
proceeds, if any, of any reletting effected for the account of
Tenant pursuant to Section 23(d), after deducting from such
proceeds all of Landlord's expenses in connection with such
reletting (including, without limitation, all related
repossession costs, brokerage commissions, legal expenses,
attorneys' fees, employees' expenses, alteration costs and
expenses of preparation for such reletting).  Tenant shall pay
such current damages on the days on which the Base Rent would
have been payable under this Lease in the absence of such
expiration or termination, and Landlord shall be entitled to
recover the same from Tenant on each such day.

     (h)  Any time after such expiration or termination of this
Lease or repossession of the Premises or any part thereof by
reason of the occurrence of an Event of Default, whether or not
Landlord shall have collected any current damages pursuant to
Section 23(g), Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord on demand, unless
Tenant has paid the whole of accelerated rent pursuant to
Section 23(b), as and for liquidated and agreed final damages
for Tenant's default and in lieu of all current damages beyond
the date of such demand (it being agreed that it would be
impracticable or extremely difficult to fix the actual damages),
an amount equal to (x) the excess, if any, of (i) Base Rent,
Additional Rent and other sums which would be payable under this
Lease for the remainder of the Term from the date of such demand
(or, if it be earlier, the date to which Tenant shall have
satisfied in full its obligations under Section 23(g) to pay
current damages) for what would have been the then-unexpired
term of this Lease in the absence of such expiration,
termination or repossession, discounted at the rate of two
percent (2%) per annum, over (ii) the then-fair rental value of
the Premises for the same period, discounted at a like rate,
plus (y) those costs, charges and expenses reimbursable to
Landlord under Section 23(j).  If any statute or rule of law
shall validly limit the amount of such liquidated final damages
to less than the amount above agreed upon, Landlord shall be
entitled to the maximum amount allowable under such statute or
rule of law.

     (i)  In the event of a breach or threatened breach by
Tenant of any of the agreements, conditions, covenants or terms
of this Lease, Landlord shall have the right to seek an
injunction to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other
remedies, indemnities or reimbursements are herein provided.
The rights and remedies given to Landlord in this Lease are
distinct, separate and cumulative remedies, and no one of them,
whether or not exercised by Landlord, shall be deemed to be in
exclusion of any of the others.

     (j)  Tenant shall pay upon demand all of Landlord's costs,
charges and expenses, including all repossession costs,
brokerage commissions, alteration costs and expenses of
reletting, and fees and out-of-pocket expenses of legal counsel,
agents and others retained by Landlord incurred in enforcing
Tenant's obligations hereunder or incurred by Landlord in any
litigation, negotiation or transaction in which Tenant causes
Landlord, without Landlord's fault, to become involved or
concerned, together with interest at the Overdue Interest Rate
from the date incurred by Landlord to the date of payment by
Tenant.

     (k)  Tenant agrees that this Lease sets forth all notices
that Landlord may be required to give in connection with the
exercise of remedies and waives any and all further
notices of default, termination, to quit or otherwise that may
be required under any present or future laws.

     (l)  Landlord may exercise any other remedy, at law or in
equity, now or hereafter available to Landlord.

24.  Landlord Default.  In the event Landlord fails to perform
     ________________
any of the agreements, terms, covenants or conditions of this
Lease required to be performed by Landlord, Tenant shall have,
as its sole remedy, the right to institute a lawsuit against
Landlord for damages resulting from such failure.

25.  Requirement of Strict Performance.  The failure or delay on
     _________________________________
the part of Landlord to enforce or exercise at any time any of
the provisions, rights or remedies in the Lease shall in no way
be construed to be a waiver thereof, or in any way to affect the
validity of this Lease or any part thereof, or the right of
Landlord to thereafter enforce each and every such provision,
right or remedy.  No waiver of any breach of this Lease shall be
held to be a waiver of any other or subsequent breach.  The
receipt by Landlord of Base Rent or Additional Rent at a time
when Base Rent or Additional Rent is in default under this Lease
shall not be construed as a waiver of such default.  The receipt
by Landlord of a lesser amount than Base Rent or Additional Rent
due shall not be construed to be other than a payment on account
of Base Rent or Additional Rent then due, and any statement on
Tenant's check or any letter accompanying Tenant's check to the
contrary shall not be deemed an accord and satisfaction, and
Landlord may accept such payment without prejudice to Landlord's
right to recover the balance of Base Rent or Additional Rent due
or to pursue any other remedies provided in this Lease.  No act
or thing done by Landlord or Landlord's agents or employees
during the Term of this Lease shall be deemed an acceptance of a
surrender of the Premises and no agreement to accept such a
surrender shall be valid unless in writing and signed by
Landlord.

26.  Surrender of Premises; Holding Over.
     ____________________________________
     (a)  This Lease shall terminate and Tenant shall deliver up
and surrender possession of the Premises to Landlord on the last
day of the Term hereof, and Tenant hereby waives the right to
any notice of termination or notice to quit.  Upon the
expiration or sooner termination of this Lease, Tenant covenants
to deliver up and surrender possession of the Premises in the
same condition in which Tenant has agreed to maintain and keep
the same during the Term of this Lease in accordance with the
provisions of this Lease, normal wear and tear excepted.

     (b)  If Landlord agrees in writing that Tenant may hold
over after the expiration or termination of this Lease, unless
the parties hereto otherwise agree in writing on the terms of
such holding over, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than five (5)
days advance written notice, or by Tenant at any time upon not
less than thirty (30) days advance written notice, and all of
the other terms and provisions of this Lease shall be applicable
during that period, except that Tenant shall pay Landlord from
time to time upon demand, as Base Rent for the period of any
hold over, an amount equal to 150% of the Base Rent in effect on
the termination date, computed on a daily basis for each day of
the hold over period.  No holding over by Tenant, whether with
or without consent of Landlord, shall operate to extend this
Lease except as otherwise expressly agreed by Landlord in
writing.  The foregoing notwithstanding, if Landlord does not
agree in writing that Tenant may hold over after the expiration
or termination of this Lease, Landlord, in addition to accepting
the daily Base
Rent during the period of such holding over, as hereinabove
provided, shall be entitled to pursue all remedies at law and in
equity to which Landlord is entitled, including, without
limitation, rights to ejectment and damages.

27.  Compliance With Laws and Ordinances.
     ___________________________________
     (a)  In General.  At its sole cost and expense, Tenant
          __________
shall promptly fulfill and comply with all laws, ordinances,
regulations and requirements of the municipal, county, state and
federal governments and any and all departments thereof having
jurisdiction over the Premises, and of the National Board of
Fire Underwriters or any other similar body now or hereafter
constituted, affecting Tenant's occupancy of the Premises or the
business conducted therein.

     (b)  Environmental Matters.
          _____________________

          (i)  Tenant represents and warrants that Tenant's use
does not, and its use of the Premises and the performance of
Tenant's Work will not, involve the use, maintenance, storage or
discharge of materials or substances that are defined or listed
as hazardous or toxic by any federal, state or municipal
statutes, ordinances, laws rules or regulations (collectively,
"Hazardous Substances") other than materials of the type and in
 ____________________
the quantities customarily found in general office use and the
Permitted Incidental Use, such as cleaning supplies and copier
and printer toner fluids ("Permitted Substances").  Tenant shall
                           _____________________
comply with all federal, state and municipal statutes,
ordinances, laws, rules and regulations relating to the storage,
use, discharge and disposal of such Permitted Substances.

          (ii)  In the event any present or future federal,
state or municipal statute, ordinance, law, rule or regulation
requires Landlord or Tenant to obtain a clearance certificate or
declaration of non-applicability, similar or dissimilar to those
required by the New Jersey Industrial Site Recovery Act, upon
the expiration or sooner termination of this Lease and/or any
transfer of title to the Premises, Tenant shall apply therefor,
or execute and deliver an application therefor to Landlord
without delay, and take such action as may be necessary under
such applicable statute, ordinance, law, rule or regulation to
obtain such clearance certificate or declaration.

     (c)  Recycling.  Tenant agrees to comply with all laws,
          __________
ordinances, rules and regulations regarding the removal of solid
waste, including but not limited to voluntary or mandatory
recycling of paper, cardboard, glass, metal and plastic
containers.  Tenant shall be responsible for and shall reimburse
Landlord upon demand for all surcharges, fines and other costs
and expenses incurred by Landlord by reason of Tenant's failure
to comply with all applicable recycling requirements.

     (d)  ADA Compliance.  The parties acknowledge that the
          ______________
Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101
et seq.) and regulations and guidelines promulgated thereunder,
as all of the same may be amended and supplemented from time to
time (collectively referred to herein as the "ADA") establish
requirements for business operations, accessibility and barrier
removal, and that such requirements may or may not apply to the
Premises depending on, among other things:  (1) whether Tenant's
business is deemed a "public accommodation" or "commercial
facility", (2) whether such requirements are "readily
achievable", and (3) whether a given alteration affects a
"primary function area" or triggers "path of travel"
requirements.  The parties hereby agree that Tenant shall
perform any required ADA Title III compliance in the
Premises including any leasehold improvements or other work to
be performed in the interior areas of the Premises.  Tenant
shall be solely responsible for requirements under Title I of
the ADA relating to Tenant's employees.

28.  Use and Occupancy Taxes, Sales Taxes, and Other Taxes.
     ______________________________________________________
Landlord shall collect and Tenant shall be obligated to pay to
Landlord all amounts owing to the Commonwealth of Pennsylvania
and any other governmental authority for use and occupancy taxes
or sales taxes with respect to the Premises or the rentals
payable under this Lease.  These payments shall be made monthly
at the time Tenant's Base Rent payments are due.  Payments
representing amounts due for use and occupancy taxes or sales
taxes shall not be abated during any period that Base Rent is
abated pursuant to the terms of this Lease.  Tenant shall be
liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the
Premises, and if any such taxes for which Tenant is liable are
in any way levied or assessed against Landlord, Tenant shall pay
to Landlord upon demand that part of such taxes for which Tenant
is primarily liable hereunder.

29.  Waiver of Trial by Jury.  IT IS MUTUALLY AGREED BY AND
     _______________________
BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES HERETO
SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER
ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT'S USE OF OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF
INJURY OR DAMAGE.  IT IS FURTHER MUTUALLY AGREED THAT IN THE
EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDING FOR NON-PAYMENT
OF RENT, TENANT WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER
NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING.

30.  Notices.  All notices or demands under this Lease shall be
     _______
in writing and shall be given or served by either Landlord or
Tenant to or upon the other, either personally, by Registered or
Certified Mail, Return Receipt Requested, postage prepaid, or by
Fed Ex or other nationally recognized overnight delivery
service, delivery charges prepaid.  Such notices and demands
shall be addressed, if to Landlord, to Landlord at Landlord's
Address, and if to Tenant, to Tenant at Tenant's Address.  All
notices and demands shall be deemed given or served upon the
date of receipt or refusal of delivery thereof, if delivered
personally, or three (3) business days after the date deposited
with the United States Postal Service, or one (1) business day
after the date delivered to the overnight delivery service, even
if the recipient shall fail or refuse to accept delivery of such
notice or demand.  Either Landlord or Tenant may change its
address to which notices and demands shall be delivered or
mailed by giving written notice of such change to the other as
herein provided.

31.  Notice to Lender.  If the Premises or any part thereof are
     ________________
at any time subject to a mortgage or other similar instrument
and this Lease or the rentals are assigned to such mortgagee,
trustee or beneficiary and the Tenant is given written notice
thereof, including the post office address of such assignee,
then Tenant shall not terminate this Lease or abate rentals for
any default on the part of Landlord without first giving written
notice by certified or registered mail, return receipt
requested, to such assignee, specifying the default in
reasonable detail, and affording such assignee a reasonable
opportunity to make performance, at its election, for and on
behalf of the Landlord.
32.  Real Estate Brokers.  Tenant warrants to Landlord that
     ___________________
Tenant dealt and negotiated only with LMS Commercial Real Estate
and Landlord for this Lease and with no other broker, firm,
company or person.  Tenant hereby agrees to indemnify, defend
and hold Landlord harmless from and against any and all claims,
suits, proceedings, damages, obligations, liabilities, counsel
fees, costs, losses, expenses, orders and judgments imposed
upon, incurred by or asserted against Landlord by any broker or
agent claiming by, through or under Tenant.

33.  Force Majeure.  Landlord shall be excused for the period of
     _____________
any delay in the performance of any of its obligations under
this Lease, when prevented from so doing by any cause or causes
beyond Landlord's reasonable control, which shall include,
without limitation, delay in obtaining possession of the
Premises due to the holdover by an existing occupant, all labor
disputes, strikes, inability to obtain any materials or
services, civil commotion, restrictions, limitations or delays
caused by governmental regulations or governmental agencies,
adverse weather conditions or acts of God, each of which shall
be an event of "Force Majeure".

34.  Landlord's Obligations.  Landlord's obligations hereunder
     ______________________
shall be binding upon Landlord (and each successor Landlord)
only for the period of time that such Landlord is in ownership
of the Premises, and upon termination of that ownership, except
as to any obligations which have then matured, Tenant shall look
solely to such Landlord's successor in interest in the Premises
for the satisfaction of each and every obligation of Landlord
hereunder.  If any Security Deposit has been made by Tenant,
Landlord shall transfer such Security Deposit to the purchaser
and thereupon the transferring Landlord shall be discharged from
any further liability with respect thereto.

35.  Landlord's Liability.  Notwithstanding any provision to the
     ____________________
contrary contained in this Lease, Tenant shall look solely to
the estate and interest of Landlord in and to the Premises, and
Landlord shall have no personal liability, in the event of any
claim against Landlord arising out of or in connection with this
Lease, the relationship of Landlord and Tenant, or Tenant's use
of the Premises, and Tenant agrees that the liability of
Landlord arising out of or in connection with this Lease, the
relationship of Landlord and Tenant, or Tenant's use of the
Premises shall be limited solely to such estate or interest of
Landlord in and to the Premises and that Landlord shall have no
personal liability as provided above in this sentence.  No
properties or assets of Landlord other than the estate and
interest of Landlord in and to the Premises, and no property
owned by any partners, officer, member, director or trustee in
or of Landlord, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or
other judicial process) or for the satisfaction of any other
remedy of Tenant arising out of or in connection with this
Lease, the relationship of Landlord and Tenant or Tenant's use
of the Premises.  Further, in no event whatsoever shall any
partner, officer, member, director or trustee in or of Landlord
have any liability or responsibility whatsoever arising out of
or in connection with this Lease, the relationship of Landlord
and Tenant or Tenant's use of the Premises.

36.  Liability of Tenant.  If there be more than one Tenant, the

     ___________________
obligations hereunder imposed upon Tenant shall be joint and
several.

37.  Financial Statements.  Within thirty (30) days following
     ____________________
Landlord's written request therefor, Tenant shall deliver to
Landlord a copy of Tenant's most recent financial statements
(consisting, at a minimum, of Tenant's current annual report)
for Tenant's fiscal year just ended, certified by an independent
certified public accountant as presenting fairly, in all
material respects, the financial position of Tenant and the
results of its operations in accordance with generally accepted
accounting principles.

38.  Successors.  The respective rights and obligations of
     __________
Landlord and Tenant under this Lease shall bind and shall inure
to the benefit of Landlord and Tenant and their legal
representatives, heirs, successors and assigns, provided,
however, that no rights shall inure to the benefit of any
successor of Tenant unless Landlord's written consent to the
transfer to such successor has first been obtained as provided
in Section 12 above.

39.  Governing Law.  This Lease shall be construed, governed and
     _____________
enforced in accordance with the laws of the Commonwealth of
Pennsylvania.

40.  Severability.  If any provisions of this Lease shall be
     ____________
held to be invalid, void or unenforceable, the remaining
provisions of this Lease shall in no way be affected or impaired
and such remaining provisions shall continue in full force and
effect.

41.  Captions.  Any headings preceding the text of the several
     ________
Sections of this Lease are inserted solely for convenience of
reference and shall not constitute a part of this Lease or
affect its meaning, construction or effect.

42.  Gender.  As used in this Lease, the word "person" shall
     ______
mean and include, where appropriate, an individual, corporation,
partnership or other entity; the plural shall be substituted for
the singular, and the singular for the plural, where
appropriate; and words of any gender shall mean and include any
other gender.

43.  Execution.  The submission and negotiation of this Lease by
     _________
Landlord shall not be deemed an offer to lease by Landlord, but
merely the solicitation of such an offer from Tenant.  Tenant's
execution and delivery of this Lease constitutes a firm offer
which may not be withdrawn for a period of thirty (30) days
after delivery to Landlord.  This Lease shall only become
effective when it has been signed by a duly authorized officer
or representative of both Landlord and Tenant.

44.  Entire Agreement.  This Lease, including the Exhibits,
     ________________
contains all the agreements, conditions, understandings,
representations and warranties made between Landlord and Tenant
with respect to the subject matter hereof, and may not be
modified orally or in any manner other than by an agreement in
writing signed by both Landlord and Tenant or their respective
successors in interest.
45.  Tenant's Work.
     _____________
     (a)  In General.  Tenant shall construct all improvements
          __________
on the Land (including the construction of a new Building and
all attendant site work) required for Tenant's use and occupancy
of the Premises as a full service branch bank and the Permitted
Incidental Use.  Prior to Tenant's performance of such work,
Tenant shall submit to Landlord for Landlord's approval, fully
completed and engineered working drawings and specifications
suitable for review and permitting by local agencies having
jurisdiction, for the construction of the entire Premises
("Tenant's Plans").  Tenant's Plans shall be prepared by a
licensed architect, shall be sufficient for Tenant to secure the
approval of governmental authorities with jurisdiction over the
approval thereof and shall be in a form meeting Landlord's
reasonable requirements.  Tenant shall be solely responsible for
the design and function of Tenant's Plans notwithstanding
Landlord's review and approval thereof and Landlord makes no
warranties, expressed or implied, with respect to Tenant's Work.
Tenant's Plans shall be subject to Landlord's approval, which
approval shall not be unreasonably withheld or delayed.
Landlord agrees to approve or disapprove Tenant's Plans within
15 business days after receipt thereof; if Landlord disapproves
Tenant's Plans, such disapproval shall state the reasons
therefor, and Tenant may submit revised Tenant's Plans subject
to subsequent approval or disapproval in the above manner. Upon
Landlord's approval of Tenant's Plans, the work to be performed
pursuant to Tenant's Plans shall be referred to herein as
"Tenant's Work".   Notwithstanding that pursuant to this Lease
Tenant is responsible for the construction of Tenant's Work,
upon the construction and installation thereof Landlord shall be
deemed the owner thereof for tax purposes and entitled to all
depreciation and similar cost recovery deductions with respect
thereto.
     (b)  Construction of Tenant's Work.  Tenant's Work shall be
          _____________________________
constructed by PW Campbell Construction Company or by other
contractors approved in advance by Landlord, which approval
shall not be unreasonably withheld or delayed.  No construction
shall be commenced until Tenant has delivered to Landlord (i) a
certificate evidencing the liability insurance coverages for
Tenant's general contractor consistent with Section 15, in form
and content satisfactory to Landlord and its mortgagee, and (ii)
a time-stamped copy of a waiver of liens, in a form and content
acceptable to Landlord and its mortgagee, signed by Tenant's
general contractor and filed with the Prothonotary of Lancaster
County, along with a copy of the Prothonotary's receipt for the
filing fee.

     (c)  Permits.  Tenant, or Tenant's representative, shall
          _______
secure the approval of governmental authorities and all permits
required by governmental authorities having jurisdiction over
such approvals and permits for Tenant's Work, with Landlord's
cooperation to the extent practicable.  Tenant shall commence
construction of Tenant's Work as soon as practicable after
issuance of all such necessary permits.

     (d)  Construction Loan.  Landlord shall reimburse Tenant

         ____________________
for the costs of Tenant's Work.  Such reimbursement shall be
made through a construction loan that Landlord intends to obtain
and secure against the Premises (the "Construction Loan").
Tenant shall use its best efforts to promptly obtain and provide
to Landlord any information that Landlord requests in connection
with the Construction Loan.  Landlord shall not be required to
reimburse Tenant for any costs of Tenant's Work until such time
as Landlord has closed on the Construction Loan.  Requests for
reimbursement shall be submitted by Tenant no more than once
every thirty (30) days and such requests shall be in a form and
accompanied by such supporting documentation as
required by Landlord's construction lender.  All reimbursements
made by Landlord on account of Tenant's Work shall form a part
of Project Costs.

     (e)  Tenant's Property and Tenant Improvements.  Any of
          _________________________________________
Tenant's furniture, trade fixtures, equipment and other personal
property (together "Tenant's Property") installed in the
                    _________________
Premises shall not be subject to reimbursement by Landlord
hereunder.  Additionally, if Tenant desires to construct finish
work ("Tenant Improvements") beyond Tenant's Work identified on
       ___________________
Tenant's Plans, Tenant shall do so at Tenant's sole cost and
expense.  Such Tenant Improvements shall be subject to
Landlord's prior written consent and performed in compliance
with Sections 9 and 10 hereof.

     (f)  Conformed Plans.  Within 60 days after substantial
          _______________
completion of Tenant's Work and receipt from the general
contractor of all field changes, if any, Tenant shall submit to
Landlord a set of conformed CAD plans ("as-builts") on mylar
incorporating all field changes made and all changes and/or
revisions that have been made subsequent to Landlord's approval
of Tenant's Plans.

46.  Option to Renew.  Landlord hereby grants Tenant three (3)
     _______________
options to renew the Term of the Lease, upon the following terms
and conditions:

     (a)  The first renewal term (such renewal term, once
exercised, is referred to in this Section as the "First Renewal
                                                  _____________
Term") shall be for five (5) years, commencing on the next day
_____
following the expiration date of the initial Term of this Lease;

     (b)  The second renewal term (such renewal term, once
exercised, is referred to in this Section as the "Second Renewal
                                                  ______________
Term") shall be for five (5) years, commencing on the next day
____
following the expiration date of the First Renewal Term of this
Lease;

     (c)  The third renewal term (such renewal term, once
exercised, is referred to in this Section as the "Third Renewal
                                                  _____________
Term") shall be for three (3) years and eleven (11) months,
____
commencing on the next day following the expiration date of the
Second Renewal Term of this Lease;

     (d)  Except as provided below, Tenant must exercise the
first renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the initial Term;

     (e)  Except as provided below, Tenant must exercise the
second renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the First Renewal Term;

     (f)  Except as provided below, Tenant must exercise the
third renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the Second Renewal Term;

     (g)  At the time Tenant delivers its notice of election to
renew for any Renewal Term to Landlord, this Lease shall be in
full force and effect, Tenant shall not have impermissibly
assigned this Lease or impermissibly sublet the Premises, and no
Event of Default shall have occurred and be continuing
hereunder;

     (h)  The First Renewal Term, the Second Renewal Term and
the Third Renewal Term shall each be upon the same terms,
covenants and conditions contained in the Lease, except that the
annual Base Rent applicable to such First Renewal Term, Second
Renewal
Term or Third Renewal Term shall be the annual Base Rent as
adjusted pursuant to Section 4(e) hereof; and

     (i)  There shall be no further privilege of renewal.

     (j)  If Tenant exercises these option to renew, Landlord
and Tenant shall execute and deliver an amendment to this Lease
confirming the commencement and expiration dates of the First
Renewal Term, Second Renewal Term or Third Renewal Term, as
applicable, and any other relevant terms and conditions agreed
upon by Landlord and Tenant applicable during such First Renewal
Term, Second Renewal Term or Third Renewal Term.  In such event
the term "Term" whenever used herein shall be deemed to include
          ----
such First Renewal Term, Second Renewal Term and Third Renewal
Term.

47.  Right of First Offer.  Provided that no Event of Default
     --------------------
has occurred and is then continuing under this Lease and that
Tenant has not assigned this Lease or sublet the Premises,
Tenant shall, during the Offer Period (as hereinafter defined),
have a right of first offer (a "Right of First Offer"), subject
                                --------------------
to the terms of this Section, to purchase the entirety (but not
less than the entirety) of the Premises, in accordance with the
terms of this Section.

     (a)  If Landlord desires to sell the Premises during the
Offer Period, Landlord shall deliver to Tenant a form of
agreement of sale which Landlord deems acceptable, including the
purchase price, closing date and other terms of sale.  Tenant
shall have seven (7) days after receipt of such agreement of
sale to sign and deliver it to Landlord whereupon Landlord shall
also execute the agreement of sale within five (5) days after
Tenant's delivery thereof to Landlord.  If Tenant does not sign
and return the agreement of sale to Landlord within such 7-day
period, Tenant's rights to purchase pursuant to this Section 46
shall terminate and become null and void thereafter.

     (b)  Time is of the essence in this Section.

     (c)  Tenant acknowledges and agrees that (i) this Right of
First Offer is granted exclusively to Tenant and not to any
assignee or sublessee of Tenant, (ii) applies only if Landlord
desires to sell the Premises during the Offer Period (Landlord
having no obligation to sell the Premises to Tenant or any other
party during the Offer Period), and (iii) does not apply to any
sale by Landlord other than during the Offer Period, and (iv)
does not apply to any transfer by foreclosure or deed in lieu
thereof to any lender providing mortgage financing to Landlord.

     (d)  In the event Tenant exercises its Right of First Offer
as granted herein, pending the exercise thereof and the date of
closing thereon, Tenant agrees that (i) it will remain in
possession of the Premises solely under this Lease and not as a
purchaser in possession or under an alleged pre-occupancy
agreement, (ii) possession of fee simple ownership shall be
given only upon the consummation of closing under the agreement
of sale, (iii) until consummation of closing under the agreement
of sale, Tenant will continue to pay the Base Rent and all
Additional Rent hereunder as the same become due and payable,
with the understanding that an Event of Default hereunder shall
entitle Landlord to exercise its rights hereunder as if the
Agreement of Sale did not exist, and (iv) in the event of a
default under the Agreement of Sale or for any reason closing
thereunder is not consummated, this Lease shall remain in full
force and effect unaffected thereby (provided that in the event
the closing is not consummated by reason of Tenant's default
under the Agreement of Sale, the terms and provisions of this
Section shall thereafter be null and void).
(e)  "Offer Period" means at any time during the initial
           ____________
Term or any renewal thereof

48.  Exhibits .  Attached to this Lease and made part hereof are
     ________
Exhibits A and B.

(next page is signature page)
IN WITNESS WHEREOF, Landlord and Tenant have duly executed
this Lease the day and year first above written.

WITNESS OR ATTEST:            LANDLORD:

                              301 CENTERVILLE ROAD ASSOCIATES,
                              LP, a Pennsylvania limited
                              partnership

                              By:  Centerville Road GP, LLC, its
                                   general partner

/s/ Nick Karamanos            By:  /s/ Richard Welkowitz
_______________________            __________________________
                                   Name:  Richard Welkowitz
                                   Title: Member

WITNESS OR ATTEST:            TENANT:

                              UNION NATIONAL COMMUNITY BANK, a
                             National Banking Association

/s/ Donna Stoudt              By: /s/ Mark D. Gainer
_______________________            __________________________
                                   Name:  Mark D. Gainer
                                   Title: Chairman & CEO
EXHIBIT A

                 LEGAL DESCRIPTION OF THE LAND
                 _____________________________
EXHIBIT B

                   FORM ESTOPPEL CERTIFICATE
                   _________________________

TO:  _________________ ("Landlord") and/or whom else it may
concern:

THIS IS TO CERTIFY:

1.  That the undersigned is the Tenant under that certain lease
dated _____________, 200__, and, if applicable, amended on
___________________, by and between ___________________
("Landlord"), and the undersigned ("Tenant") covering those
certain premises located as shown on Exhibit A to the Lease (the
"Premises").

2.  That said Lease is in full force and effect and, except as
noted in Paragraph 1 above has not been modified, changed,
altered or amended in any respect, and is the only Lease or
agreement between the Tenant and the Landlord affecting the
Premises.

3.  To the best of Tenant's knowledge, the information regarding
the Lease set forth below is true and correct:

    (a)  Square Footage of the Premises:____________________

    (b)  Annual Base Rent as of the commencement of Lease:

         ___________________________________________________

    (c)  Current annual Base Rent (if different than at
commencement):

         ___________________________________________________

    (d)  Commencement Date of Lease:___________________________

    (e)  Lease termination date:_______________________________

    (f)  Rent paid to and including:___________________________

    (g)  Security Deposit:  ___________________________________

    (h)  Prepaid rent for and in amount of:____________________

    (i)  Amount of current monthly payment obligations with
    respect to Operating Costs under the
Lease:______________________

    (j)  Dates through which Tenant has paid monthly payments
      with respect to Operating Costs:______________________

4.  Tenant now occupies the Premises, accepts the Premises in
their current condition subject only to those punch list items
listed in Exhibit A, if any, and is not aware of any defect in
the Premises except as described in Exhibit A, if any.
5.  No rent has been paid in the current month other than as
disclosed in paragraph 3.  No free rent or other concessions,
benefits, or inducements other than as specified in the Lease
have been granted to Tenant or undertaken by the Landlord.

6.  Tenant has not been granted any renewal, expansion, or
purchase options and has not been granted any rights of first
refusal except as disclosed in writing in the Lease.

7.  Neither Tenant nor to the best of Tenant's knowledge,
Landlord is in breach of the Lease and there has not occurred
any event, act, omission or condition which by notice or lapse
of time or both or otherwise, will result in any breach by
Tenant or to the best of Tenant's knowledge, by Landlord.  As of
the date hereof, and except as set forth in the Lease, the
undersigned is entitled to no credit, offset or deduction in
rent.  Tenant knows of no liabilities or obligations of Landlord
which have accrued but are unsatisfied under the Lease as of the
date of this Certificate.

8.  To the best of Tenant's knowledge, there are no actions,
whether voluntary or otherwise, pending against the undersigned
under the bankruptcy laws or other laws for the relief of
debtors of the United States or any state thereof.

            DATED THIS _____ day of __________, 200__.

                                 TENANT:

                                 ____________________________

                                 a___________________________

                                 By:_________________________
                                    Name:
                                    Its: