COMMERCIAL LEASE AGREEMENT

 THIS COMMERCIAL LEASE AGREEMENT (hereinafter called the "Lease") is made this 11 day of March, 2009 by and between POLARIS CEDAR CREST, LLC, a Pennsylvania limited liability company, which has as its address 7562 Perm Drive, Suite 100, Allentown, Pennsylvania 18106, or its assignee or nominee (the "Lessor")

EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania financial institution, which has as its address 100 Gateway Drive, Suite 100, Bethlehem, Pennsylvania 18017 (the "Lessee").

WHEREAS, VIST Bank, f/k/a Madison Bank, a division of Leesport Bank ("VIST"), has succeeded to the interests of Center Square Associates, a Pennsylvania general partnership as owner of the fee interest in certain tract or parcel of land located in Salisbury Township, Lehigh County, Pennsylvania, as more particularly described in Exhibit "A"   attached hereto and made a part hereof (the "Premises"), pursuant to VIST's purchase of the Premises at the January 23, 2009 Lehigh County Sheriffs Sale; and

WHEREAS, VIST, pursuant to its rights in that certain Subordination, Non-Disturbance and Attornment Agreement dated October 2, 2007 and recorded in the Lehigh County Recorder of Deeds office on December 28, 2007 at Document ID# 7458028, has succeeded to the rights of Center Square Associates as the Ground Lessor of all improvements, including but not limited to the bank building (the "Improvements") located upon the Premises pursuant to that certain Ground Lease dated July 12, 2005, as amended by those certain four (4) Amendments thereto (collectively, the "Ground Lease"); and

WHEREAS, VIST and Lessee, also the tenant under the Ground Lease, have agreed to terminate the Ground Lease on the day of Closing of the sale of the Premises from VIST to Lessor; and

WHEREAS, VIST and Lessor have executed an Agreement of Sale dated January 22, 2009 (the "Agreement of Sale") pursuant to which Lessor, subject to certain conditions contained therein, is the equitable owner of the Premises; and

WHEREAS, Lessee has requested that Lessor construct on the Premises a bank building in accordance with the Site Plan prepared by Bohler Engineering, Inc. revised March 28, 2007 and recorded on July 26, 2007 ("Site Plan"), and Lessor has in fact substantially completed construction thereof, and which the Improved Lease Premises the Lessee will then lease from Lessor.

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

1.               IMPROVED LEASED PREMISES . Subject to the terms and conditions of this Lease, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Premises and the Improvements now existing and to be constructed thereon (collectively, the "Improved Lease Premises") as provided herein. Lessor will complete the improvements to the Premises in accordance with the Work Letter attached hereto as Exhibit "B " and incorporated herein. Lessee agrees to the terms and conditions set forth on Exhibit "B " hereto.

(a)            For the purposes of this Lease, the term "Improved Lease Premises" shall also include the all rights contained in that certain Declaration of Cross Easements and Easements dated May 22, 2008 and recorded as document #7481685 in the Lehigh County Office of the Recorder of Deeds.

2.               TERM.

(a)            The term of this Lease for the Improved Leased Premises (the "Term") shall be approximately eleven (11) years commencing on the date on which Lessor has closed on the purchase of the Premises (the "Commencement Date"), and ending at midnight on the day preceding the eleventh (11 ^th ) anniversary of the Commencement Date.

(b)            Provided that Lessee shall not then be in default hereunder, Lessee shall have the option to extend the Term of this Lease for two (2) successive renewal terms of seven (7) years, followed by one (1) additional renewal period of four (4) years and ten (10) months, (each, a "Renewal Term"), on the same terms and conditions set forth herein and with the rental for each Renewal Term continuing to increase at the rate of two and one-half percent (2-1/2%) per year such that the rental for each lease year during any Renewal Term shall be 102.5% of the rental for the immediately preceding lease year. Lessee may exercise its right to renew the Lease Term by providing Lessor with written notice of its option to renew the Lease not less than nine (9) months prior to the expiration of the then current Term or Renewal Term.

(c)            Notwithstanding the Commencement Date of the Term, Lessee shall be bound by all of the terms and conditions hereof, from and after the date of execution of this Lease.

3.               CONDITIONS OF COMMENCEMENT . The Commencement of this Commercial Lease is expressly conditioned upon the occurrence of all of the following conditions:

(a)            The Closing of the purchase contemplated by the Agreement of Sale ("Closing"); and

(b)            The termination of the Ground Lease by mutual agreement between VIST and Lessee contemporaneous with the Closing.

(i)             In the event that VIST fails to terminate the Ground Lease, Lessee and Lessor, as successor in interest to VIST as landlord under the Ground Lease, hereby agree to mutually terminate the Ground Lease , in a separate writing signed by both Lessor and Lessee. Said termination will be effective contemporaneously with the effective date of this Lease.

(c)            After the conditions of Section 3(a) and (b) have occurred, the withdrawal with prejudice by Lessor of the civil action which Lessor filed in the Lehigh County Court of Common Pleas at docket # 2008-C-4098 (the "Civil Action") against Lessee.

4.               USE . Lessee shall use the Improved Leased Premises as an Embassy Bank or any successor bank or, with Lessor's prior written consent, for any other lawful purpose permitted under zoning and other applicable laws, ordinances, and regulations.

5.               RENT .

(a)            During the first year of the Term, Lessee shall pay to Lessor as minimum annual rent the sum of One Hundred Eighty-four Thousand Eight Dollars ($184,008.00), payable in equal monthly installments of Fifteen Thousand Three Hundred Thirty-four Dollars ($15,334.00) each. Thereafter, for each Lease year during the Term and any Renewal Term, minimum annual rent shall equal the minimum annual rent payable in the immediately preceding Lease year, multiplied by 102.5% (e.g., the prior year's rental plus an increase of 2.5%). Such minimum annual rent shall be payable in advance, in equal monthly installments on the first day of each calendar month during the Term and any Renewal Term hereof, without demand, offset or deduction, and shall be payable in lawful money of the United States of America. Lessor agrees that it will use its best efforts to obtain a Certificate of Occupancy on or before July 1, 2009.

(i)             In the event Lessor shall not deliver a Certificate of Occupancy by August 1, 2009, Lessee shall have the option of (i) completing such work necessary to obtain a Certificate of Occupancy, and deduct the actual and reasonable cost thereof from the rent otherwise payable under this Lease until such amount is paid in full, or (ii) pay 50% of the rent otherwise payable pursuant to this lease until such time as Lessor delivers a Certificate of Occupancy.

(b)            This Lease is intended to be a "triple net" lease. Accordingly, Lessee agrees to pay as additional rent, all charges for utilities, taxes, assessments and other governmental charges with respect to the Improved Leased Premises and as may be further provided in this Lease. It is the parties' intent that Lessee shall pay all such charges directly. In the event Lessor shall receive any such charges, Lessor shall bill Lessee for any such charges and Lessee shall promptly pay Lessor for such charges upon invoice. In the event of nonpayment of additional rent. Lessor shall have, in addition to all other rights and remedies, all the rights and remedies provided for herein or by law in the case of nonpayment of the minimum rent.

(c)            For all purposes under this Lease, rent shall mean both minimum and additional rent. Rent shall be delivered to Lessor at Lessor's address as set forth above, or at such other place or to such other person as Lessor may designate in writing from time to time.

(d)            The parties acknowledge that Lessee has obtained regulatory approval that requires the subject bank branch to open by November 21, 2009. Only in the limited event that Lessor has not delivered a Certificate of Occupancy on or before November 21, 2009, and Lessee is unable to obtain an extension of all applicable bank regulatory approvals necessary to operate a bank branch at the subject location, but has diligently pursued such approvals and/or extensions of time, then Lessee shall have the option of terminating this Lease as of such date, provided that Lessee continues to make regular monthly payments as required in this Section 5 for a period of nine (9) months following the termination date. The Lessee shall be relieved of the liability for the post- termination monthly rental payments upon the expiration of nine (9) months following the termination date, or the date upon which rental obligations commence with a replacement Tenant at the property, whichever is sooner.

(i)             The Lessee shall have no other termination rights hereunder except in the limited circumstance provided for in Section 5(d), above.

(ii)            Notice of termination pursuant to Section 5(d) shall be in writing signed by an authorized representative of Lessee and delivered according to the provisions of Section 32, below.

6.               ALTERATIONS AND IMPROVEMENTS .

(a)            Lessee shall not make or cause to be made any alterations, additions or improvements to the Improved Leased Premises without the prior written consent of Lessor. All alterations, additions or improvements approved by Lessor shall be made solely at Lessee's expense by a contractor approved by Lessor, shall be made in a good and workmanlike manner and shall be performed in compliance with all laws, ordinances and requirements of any and all Federal, State, Municipal and/or other authorities, the Board of Fire Underwriters and any mortgages to which the Improved Leased Premises is subject. Any alteration, addition or improvement made by Lessee under this Section 6 , and any fixtures installed as a part thereof, shall, at Lessor's option, become the property of Lessor upon the expiration or other termination of this Lease. Lessor shall have the right, however, to require Lessee to remove such fixtures at Lessee's cost upon such termination of this Lease, and Lessee shall promptly remove the same and repair any damage to the Improved Leased Premises caused by such removal.

(b)            All persons to whom these presents may come are put upon notice of the fact that Lessee shall never, under any circumstances, have the power to subject the interest of Lessor or any mortgagee in the Improved Leased Premises to any mechanic's, materialman's or similar lien.

(c)            Any contract or agreement for labor, equipment, services, materials or supplies in connection with the rights set forth hereunder shall provide that no lien or claim shall thereby be created or arise, or be filed by anyone thereunder, upon or against the Improved Leased Premises and/or the interest of Lessor, or any mortgagee of Lessor, or the buildings or improvements thereon to be erected on the Improved Leased Premises or any of the equipment thereof.

(d)            In the event of a lien or claim of any kind, arising out of the exercise of the rights set forth hereunder by Lessee, its agents, employees, contractors, subcontractors, and materialmen, being filed against the interest of Lessor, any mortgagee of Lessor and/or against the Improved Leased Premises, Lessee covenants and agrees that at its expense it will within thirty (30) days after written notice from Lessor, cause the Improved Leased Premises and any such interest therein to be released from the legal effect of such lien or claim, either by payment or by posting of bond or by the payment into court of the amount necessary to relieve and release the Improved Leased Premises or the interest from such claim or in any manner satisfactory to Lessor, and any mortgagee of Lessor. If Lessee desires to contest the validity of any lien or claim, Lessee may do so upon Lessor's prior written consent, provided Lessee sustains the cost of such contest, and Lessee remains liable to pay or discharge any lien or claim deemed to be due or payable. Lessee hereby indemnifies and holds Lessor harmless against any and all liability, loss or damage sustained by Lessor by reason of such contest, unless such contest arises from any negligent or intentional act or omission of Lessor.

7.               UTILITIES . Lessee shall pay, when the same shall become due, all charges for utilities consumed by it on the Improved Leased Premises including without limitation electricity, heat and telephone, and any other utilities, as well as water and sewer charges. Lessor shall not be required to furnish to Lessee any utility, janitorial or other service of any kind whatsoever during the Term of this Lease.

8.              MAINTENANCE AND REPAIRS . Lessor has made no representations concerning the condition of the Improved Leased Premises other than that the improvements will be completed in accordance with the agreement between the parties as referred to in Section 1 hereof. Lessee shall maintain and be responsible for maintaining and repairing all portions of the Improved Leased Premises. Lessee, at its sole cost and expense, shall take good care of the Improved Leased Premises and will maintain the same in good order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto, interior as well as exterior, including and without limiting the generality of the foregoing, roof and structural members, including walls. Lessee shall be responsible for the routine regular cleaning of the Improved Leased Premises, and shall keep all portions of the Improved Leased Premises in a clean and orderly condition, free of unlawful obstruction, and shall not permit or cause any damage, waste or injury to the building or other improvements on the Improved Leased Premises.

9.               REFUSE REMOVAL . Lessee shall provide for its own garbage, rubbish and refuse disposal and agrees to keep the Improved Leased Premises free and clear of debris. Lessee agrees to keep all rubbish, garbage and refuse in covered containers within the Improved Leased Premises (or at such other location identified by Lessor) and to have the same removed regularly.

10.             COMPLIANCE . With regard to its use of the Improved Leased Premises, Lessee shall, at its own expense, comply with all laws, rules, orders, regulations, and requirements of all Federal, State, and municipal governments, courts, departments, commissions, boards, and officers having jurisdiction over the Improved Leased Premises, the lawful orders, rules, and regulations of the Board of Fire Underwriters having jurisdiction over the Improved Leased Premises, any mortgages to which the Improved Leased Premises is subject, and any rules and regulations of Lessor. Lessee shall have the right to contest by appropriate legal proceedings, diligently pursued, without cost or expense to Lessor, the validity of any governmental law, rule, order, regulation or requirement. Lessee hereby indemnifies and holds Lessor harmless against any and all liability, loss, or damage sustained by Lessor by reason of such contest. Notwithstanding any of the foregoing, Lessee shall promptly comply with any such law, rule, order, regulation or requirement if at any time the Improved Leased Premises or any part thereof shall then be immediately subject to forfeiture or Lessee shall be subject to criminal liability for non-compliance therewith.

11.             TAXES . Lessee shall pay as and when the same shall become due all real property taxes, assessments and other governmental charges assessed against the Improved Leased Premises during the Term of this Lease. Lessee shall have the right to contest by appropriate legal proceedings, diligently pursued, without cost or expense to Lessor, the validity of any such tax, assessment or other governmental charge. Lessee hereby indemnifies Lessor against any and all liability, loss or damage sustained by Lessor by reason of such contest. Notwithstanding any of the foregoing, Lessee shall promptly pay any such tax, assessment or other government charge if at any time the Improved Leased Premises or any part thereof shall then be immediately subject to forfeiture or Lessee shall be subject to any criminal liability for nonpayment thereof. Lessor shall deliver all applicable tax bills to Lessee upon receipt to enable Lessee to timely pay all such taxes in the discount period.

12.             SURRENDER OF IMPROVED LEASED PREMISES . Lessee covenants that upon the termination or expiration of this Lease or any renewal thereof, Lessee shall surrender the Improved Leased Premises in good order and condition and shall surrender all keys to the Improved Leased Premises to Lessor at the place then fixed for the payment of rent. This covenant shall survive termination of this Lease.

13.             RIGHT OF ENTRY . Upon prior notice and in the presence of an authorized representative of Lessee (whom Lessee agrees to provide upon such notice received from Lessor), Lessor and/or its agents shall have the right to enter upon and inspect the Improved Leased Premises at all reasonable times and to exhibit the Improved Leased Premises to prospective purchasers and prospective tenants (but in this case, only during the last six (6) months of the term of this Lease). Lessor shall be permitted to affix a "To Let" or "For Sale" sign on the Improved Leased Premises during the last ninety (90) days of the term of this Lease in such place as shall not interfere with the business then being conducted at the Improved Leased Premises.

14.             SIGNS . Lessee shall have the right to install and maintain on the Improved Leased Premises such signs and advertising matter as Lessee may reasonably desire, subject to the prior consent of Lessor. Lessee shall comply with any laws or ordinances with respect to such signs or advertising, and shall obtain any necessary permits. Lessee agrees to maintain such signs or advertising in good condition, and to repair any damage which may be caused by erection, maintenance, repair or removal of such signs or advertising.

15.         LIABILITY AND OTHER INSURANCE . Lessee shall, during the entire term hereof, keep in full force and effect policies of comprehensive liability and property damage insurance, with respect to the Improved Leased Premises and the business operated by Lessee in and upon the Improved Leased Premises. The policy (or policies) shall name Lessor, and any persons, firms, or corporations designated by Lessor, including the Ground Lessor and mortgagees, if any, and Lessee as insured and shall contain a clause that the insurer will not cancel or modify the insurance without first giving the named parties thirty (30) days prior written notice. Copies of the policy or certificates of accord or insurance shall be delivered to Lessor upon the Commencement Date. If Lessee shall not comply with its covenants made in this section, Lessor may, at its option, cause insurance as aforesaid to be issued and in such event, Lessee agrees to pay the premium for such insurance promptly upon Lessor's demand as additional rent. All obligations contained in this Section 15 shall be subject to the requirements of Lessor's lender and/or mortgagee. In the event the Lessor's lender requires minimum insurance coverage in excess of the limits described herein, then the Lessee expressly agrees to comply with all requirements of Lessor's lender.   Failure to do so shall constitute an Event of Default under this Lease.

(a)             Property and Personal Injury Liability Insurance . At all times during theTerm of this Lease, Lessee shall maintain, at its sole cost, comprehensive broad-form general public liability insurance against claims and liability for personal injury, death, and property damage arising from the use, occupancy, disuse, or condition of the Leased Premises and Improvements. The insurance shall be carried by insurance companies authorized to transact busin