LEASE

THIS LEASE (" Lease "), is made and entered into as of October 21, 2005 (the " Effective Date ") by and between Lower Macungie Associates, LP , having an office at c/o RD Management Corp., 810 Seventh Avenue, 28 ^th Floor, New York, New York 10019 (" Landlord "), and Embassy Bank, a Pennsylvania banking company having an address at 100 Gateway Drive, Suite 100, Bethlehem, PA 18017 (" Tenant ").

W I T N E S S E T H:

ARTICLE I - GRANT AND TERM

The use and occupancy by the Tenant of the Leased Premises shall include the use in common with others entitled thereto of the common areas, employees' parking areas, service roads, loading facilities, sidewalks and customer car parking areas, shown and depicted on Exhibit A, and other facilities as may be designated from time to time by the Landlord, subject however to the terms and conditions of this Lease.

(a)                   The term of this Lease shall commence on the date (the (" Commencement Date ") on which Landlord delivers the Leased Premises to Tenant with Landlord's Work (as defined in Section 27.28 hereof) substantially complete. Landlord's Work will be deemed substantially complete when Landlord's Work is completed but for minor construction items which do not materially interfere with Tenant's ability to complete Tenant's initial alterations to the Leased Premises or conduct business therein. Landlord agrees to perform Landlord's Work in a good and workmanlike manner, in conformity with the Plans and Specifications attached as Exhibit C and in compliance with all applicable laws and codes. Landlord will correct any defects in materials or workmanship or incomplete items within thirty days after Tenant provides a list of all such defects, such list to be provided within ninety days of Landlord's delivery of possession (provided that if the defects are not reasonably capable of correction within said thirty day period, Landlord agrees to commence correcting the defect within said thirty day period and thereafter complete correcting the defects with due diligence).

(b)                   Landlord agrees to use commercially reasonable efforts to deliver possession of the Leased Premises to Tenant, free and clear of any tenancies or occupancies and with Landlord's Work substantially completed on or about September 1 , 2006 (" Premises Delivery Date "). Landlord agrees to give Tenant at least ninety days' advance notice of the intended Premises Delivery Date and to update same as and when reasonably appropriate if there is a material change in the intended Premises Delivery Date.

(c)                The date (the "Rent Commencement Date") on which Tenant is obligated to commence paying the Minimum Rent and additional rent shall be the earlier to occur of (a) seventy-five (75) days after the Commencement Date; or (b) the date on which Tenant opens all or any portion of the Leased Premises for business.

(d)                    The initial term of this Lease shall be for a period of approximately thirteen (13) years running from the Commencement Date through the last day of the month in which the thirteenth anniversary of the Commencement Date occurs (the "Termination Date").

(e)                    Tenant shall have an option (the "Option") to extend the term of this Lease for one (1) additional terms of seven (7) years, one additional term of five (5) years and one additional term of four years and ten months (each, a "Renewal Term"), each successively, commencing on the first day next succeeding the Termination Date or the last day of the immediately preceding Renewal Term, as the case may be, upon the same terms, conditions and provisions as are provided for in this Lease.

The Option may be exercised only by Tenant giving written notice to Landlord of Tenant's said Option by certified mail, return receipt requested, not more than fifteen (15) nor less than nine (9) months prior to the Expiration Date of the term of this Lease or the last day of the immediately preceding Renewal Term, as the case may be (the "Exercise Notice"). Upon Tenant's giving of the Exercise Notice, the term of this Lease shall be extended automatically upon the terms and conditions without the execution of an extension agreement or other instrument. If Tenant shall not give Landlord the Exercise Notice at the time and in the manner set form above, the Option shall terminate and be deemed waived by Tenant. Time is of the essence as to the date for the giving of the Exercise Notice.

Notwithstanding the foregoing provisions, if on the date that Tenant exercises the Option, or if on any subsequent date up to and including the date upon which the Renewal Term commences, Tenant is in default, beyond any applicable notice and grace periods, in the payment of Minimum Rent or additional rent hereunder, or is in default in the performance of any of the other terms, conditions or provisions of this Lease, Tenant's exercise of the Option and the extension of the term contemplated thereby shall, at the option of Landlord exercised by written notice to Tenant, be rendered null and void and shall be of no further force and effect and Tenant shall have no other additional right to exercise such Option, which shall be deemed waived by Tenant.

Time shall be of the essence with respect to the exercise of the Option by Tenant.

(f)                    Any access by Tenant to the Leased Premises prior to the Commencement Date (which prior access shall occur only with Landlord's prior written consent) shall be upon all of the terms, covenants and conditions of this Lease, except for the payment of Minimum Rent and Tenant's proportionate share of additional charges.

The term " Lease Year " as used herein shall mean a period of twelve (12) consecutive full calendar months. The first Lease Year shall begin on the Commencement Date and shall continue through the last day of the month in which the first anniversary of the Commencement Date occurs. Each succeeding twelve month period shall be the sequential Lease Year.

If Tenant shall be in possession of the Leased Premises after the Termination Date, in the absence of an agreement extending the term hereof, the tenancy under this Lease shall become that of "month to month", terminable by either party upon thirty days' prior written notice, at a monthly rental equal to one and one-half times the sum of the monthly installment of Minimum Rent, payable during the last month of the term. Tenant shall also pay all other charges payable under the terms of this Lease, pro rated for each month during which Tenant remains in possession. Such month-to-month tenancy shall also be subject to all other conditions, provisions, and obligations of this Lease. Tenant shall not interpose any counterclaim or counterclaims in a summary   proceeding or other action based upon such holding over.

In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section 1.06 shall not operate to excuse Tenant from prompt payment of Minimum Rent, additional rent or any other payments required by the terms of this Lease.

ARTICLE II - RENT

(a) From and after the Rent Commencement Date. Tenant agrees to pay to Landlord on the first day of each and every calendar month at the office of Landlord, or at such other place designated by Landlord, without any prior demand therefor and without any deduction or set-off whatsoever, as minimum rent ("Minimum Rent") as follows:

(b) If the Rent Commencement Date is a day other than the first day of a calendar month, then Tenant shall pay, on the Rent Commencement Date, a pro-rata portion of the fixed monthly Minimum Rent described in the foregoing clause (a) prorated on a per diem basis with respect to the fractional calendar month preceding the commencement of the first Lease Year hereof. The rent for a partial month shall be prorated on a thirty (30) day month basis in all cases. Tenant shall contemporaneously with the execution of this Lease, deposit with Landlord an amount equal to one (1) month's Minimum Rent, which amounts shall be applied to Tenant's initial Minimum Rent payment due hereunder.

(c) No payment by Tenant or receipt by Landlord of a lesser amount than the rent due pursuant to this Lease shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check on payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided.

In addition to Minimum Rent, Tenant shall pay as additional rent any money required to be paid pursuant to the terms hereof, including without limitation, Sections 2.03, 2.04, 2.05, 8.01, 10.01, 10.03, 12.01, 12.02, 13.02, 13.03, 13.04, 13.05, 13.06, Articles IV and X and 16.02, and all other sums of money or charges required to be paid by Tenant under this Lease, whether or not the same be designated as "minimum rent," "rent" or "additional rent". Unless stated otherwise herein, any and all money, payments, amounts or charges owed by Tenant under this Lease, shall be due and payable upon demand thereof. Minimum Rent and additional rent are hereinafter collectively also called "rent."

Anything in this Lease to the contrary notwithstanding, at Landlord's option, Tenant shall pay a "late charge" not to exceed eight (8%) percent on any Minimum Rent rent and additional rent when said sums are received by Landlord more than ten (10) days after the due date thereof, to cover the extra expense involved in handling delinquent payments. Tenant agrees to pay Landlord promptly after billing as additional rent the sum of $75.00 for each check remitted by it to Landlord that is dishonored. If two or more checks remitted by Tenant to Landlord arc dishonored within a six month period, Landlord may require that any or all future remittances by Tenant to Landlord be in the form of certified or bank checks.

(a)                   If Landlord has not received any rent or additional rent, or charges of the character described in Article II hereof within ten (10) days after the same was due and payable, such unpaid amounts shall bear interest from the date when same was due and payable to the date of payment, at a rate equal to the lesser of (i) ten (10%) percentage points over the Prime Rate (as defined below) or (ii) the maximum interest rate permitted by law ("Interest").

(b)                    "Prime Rate" shall mean the "Base Rate" (or prime rate or similar equivalent rate) of interest from time to time in effect established by Citigroup, Inc. and announced by it as the rate charged by it to its prime commercial customers on short term unsecured borrowings. If Citigroup, Inc. ceases to report such rate, the term "Prime Rate" shall mean a substitute and comparable rate selected by Landlord.

Tenant shall pay to Landlord each month together with Minimum Rent any sales or other tax imposed upon Minimum Rent and additional rent hereunder by any governmental (or quasi-governmental) authorities governing the Shopping Center. Except as other provided in Article IV of this Lease, Tenant will not be responsible for Landlord's business privilege, gross receipts, earned income, franchise or any other tax based on the gross receipts or rental income of Landlord.

ARTICLE III - INTENTIONALLY OMITTED

ARTICLE IV - TAXES

(a)                   From and after the Commencement Date, and for each year of the lease term, or portion thereof, Tenant shall pay to Landlord as additional rent, Tenant's share of the Real Estate Taxes (as hereinafter defined) which may be levied or assessed by any lawful authority against the land and improvements in the Shopping Center.

(b)                    Tenant shall pay a portion of such taxes equal to the product obtained by multiplying the total taxes by a fraction, the numerator being the rentable square foot area of the Leased Premises, and the denominator of which shall be the total square footage of all leasable First floor area in the Shopping Center (hereinafter called Tenant's "proportionate share"). Notwithstanding the foregoing, if any portion or portions of the Shopping Center are separately assessed for real estate tax purposes, at Landlord's option, Tenant's proportionate share of Real Estate Taxes shall be equal to the product obtained by multiplying the total taxes on the parcel or parcels containing the Leased Premises by a fraction, the numerator being the rentable square foot area of the Leased Premises, and the denominator of which shall be the total square footage of all leaseable first floor area on such parcel or parcels excluding any portion of such parcel or parcels which are separately assessed and paid for directly by another tenant. In the event that certain buildings and/or improvements in the Shopping Center are separately assessed, but land area is not, Landlord may, at its option and in its reasonable discretion, calculate Tenant's proportionate share of each component of Real Estate Taxes in accordance with the respective formulas set forth herein.

(c)                    Tenant shall initially pay an estimated amount of $333.33 per month toward its proportionate share of all Real Estate Taxes. Landlord shall estimate Tenant's annual share of Real Estate Taxes referred to in this Section and Tenant shall pay one-twelfth (l/12th) of such estimate monthly in advance without prior demand therefor and without any setoff or deduction whatsoever, together with the payment of Minimum Rent. Landlord shall have the right, at any time and from time to time during each calendar year, to increase said estimates based on changed circumstances, additional facts previously unknown to Landlord or for any other reason. After the end of each calendar year (or fiscal tax year should Landlord so decide), Landlord shall furnish Tenant a statement of the actual Real Estate Taxes for the Leased Premises as aforesaid, and there shall be an adjustment between Landlord and Tenant, with payment to Landlord on demand, or credit to Tenant against the next such payment due, as the case may require, to the end that Landlord shall receive from Tenant the entire and proper amount of Tenant's annual share of Real Estate Taxes for such period.

(e)                     "Real Estate Taxes" shall mean any property taxes, betterments and assessments imposed upon the land and improvements upon said land, flat rate water and sewer charges, and all other governmental levies made with respect to real property; Real Estate Taxes shall not include Landlord's business privilege, franchise, gross receipts, earned income or other taxes based on the gross receipts or income of Landlord; provided, however, that if due to a change in the method of taxation, any franchise, income, rent or profit tax shall be levied against the owner of the Shopping Center or by Landlord in substitution for or in lieu of any tax which would otherwise constitute a real estate tax, such franchise, income, rent or profit tax shall be deemed to be a Real Estate Tax for the purpose hereof. Additionally, Real Estate Taxes shall be any and all expenses incurred by Landlord, at its discretion, in reducing or maintaining the existing level of such tax obligations to the taxing authorities.

(f)                    Notwithstanding anything herein to the contrary, if at any time during the term of this Lease any assessment (either general or special) is levied upon or assessed against the Leased Premises or any part thereof, and such assessment may be paid in installments, Tenant's obligation under this Section to pay such assessment shall be limited to the amount of such installments (plus applicable interest thereon charged by the taxing authority, if any) which become due during the term hereof, calculated using the payment option as determined by Landlord.

(g)             In the event there is currently in effect any law providing for the taxation of leases or if any law is enacted or adopted after the Effective Date which changes the laws now in force for the taxation of leases, including but not limited to a Goods and Services Tax (GST), or the manner of the operation of any such taxes, or which otherwise imposes a tax either directly or indirectly on the lease or the rents received therefrom, Tenant will pay such tax with interest and penalties thereon. This provision shall not be deemed to impose liability for any income or franchise tax owed by Landlord by reason of this Lease.

(h)             For purpose of this Lease, the periods applicable to the payment of Real Estate Taxes shall be determined on the basis of the calendar year in which the Landlord pays the taxes rather than the period as may be stated within the tax bill.

(i)             For the first partial calendar year of this Lease, Tenant shall pay its proportionate share of the Real Estate Taxes as provided for in this Article IV for the entire year multiplied by a fraction consisting of the number of days in the calendar year subsequent to the Commencement Date, divided by the number of days in that calendar year.

ARTICLE V - LANDLORD'S RIGHT TO ALTER AND RELOCATE BUILDINGS .

Landlord hereby reserves the right at any time to make alterations or additions to and to build additional stories on the building in which the Leased Premises are contained and to build adjoining the same. Landlord also reserves the right to construct other buildings or improvements in the Shopping Center from time to time and to make alterations thereto or additions or additional stories thereto and to build adjoining same and to construct double-decker elevated parking facilities. Any such alterations, additions, new buildings or other improvements shall not materially affect the visibility of the Leased Premises or access thereto.

The purpose of the Site Plan attached hereto as Exhibit A is to show the approximate location of the Leased Premises. Landlord reserves the right at any time to relocate the various buildings, automobile parking areas, and other common areas shown on said Site Plan; provided, however, that Landlord agrees that Landlord will not erect buildings or other improvements (other than standard directional signage and the like) in the area identified as "No-Build Area" on Exhibit A.

ARTICLE VI - CONDUCT OF BUSINESS BY TENANT

(a)                   Tenant shall use the Leased Premises solely as a retail bank or any other lawful retail use; provided that Tenant may not use the Leased Premises for a use which (i) violates any then existing exclusive benefiting any other tenant or occupant of the Shopping Center or in violation of any of the exclusives attached hereto as Exhibit G or (ii) competes with the use of any other tenant or occupant in the Shopping Center. Tenant shall occupy the Leased Premises and shall conduct continuously in the Leased Premises the business above stated and as further provided in Section 6.02 herein. Provided that Tenant continuously operates the Leased Premises as a retail bank, Landlord agrees that Landlord will not lease any other portions of the Shopping Center for use principally as a retail bank or retail bank office and Landlord will not allow a retail bank or retail bank office within the space of another tenant of the Shopping center.

(b)                    Tenant shall not use or permit any person to use, in any manner whatsoever the Leased Premises for any purpose, trade, business, occupation or vocation whatever, which may be in any way disreputable, immoral or pornographic in nature. Tenant will not use the Leased Premises as a "check cashing" business, "payday loan" business or pawn shop business. Tenant agrees that it shall not sell, distribute, display or offer for sale any item which, in Landlord's reasonable judgment, is inconsistent with the quality of operation of the Shopping Center or may tend to injure or detract from the moral character or image of the Shopping Center within such community. Without limiting the generality of the foregoing, Tenant shall not sell, distribute, display or offer for sale (i) any roach clip, water pipe, bong, toke, coke spoon, cigarette papers, hypodermic syringe or other paraphernalia commonly utilized in the use or ingestion of illicit drugs, or (ii) any pornographic, lewd, suggestive, or "adult" newspaper, book, magazine, film, picture, representation or merchandise of any kind. Landlord agrees that Landlord will not permit any other tenant or occupant of the Shopping Center to use its premises for any purpose prohibited by this Section 6.01(b).

(c)                    Tenant shall conduct the operation of its business in such a manner so as not to permit unreasonable disturbances or other inconveniences, directly or indirectly, to other tenants, customers or shoppers in the Shopping Center. Tenant shall not permit loitering in, on or about, the Leased Premises.

(d)                   Tenant shall obtain, at its sole cost and expense and prior to opening for business, all permits and certificates of occupancy required for it to open and operate its business at the Leased Premises. Copies of all permits and certificates of occupancy shall be delivered to Landlord promptly after receipt by Tenant. Tenant agrees to open the Leased Premises for business with the general public fully staffed and operational, within sixty days of Landlord's delivery of possession of the Leased Premises to Tenant.

(e)                    Tenant shall not perform any acts or carry on any practices, which may damage any building or structure within the Shopping Center or be a nuisance or menace to other tenants in the Shopping Center.

(f)                    The Leased Premises shall not be used for any of the following purposes: a flea market or a business selling so-called "second hand" goods (the term "second hand" shall mean stores which sell goods primarily as a service to the public rather than to a retail customer for a profit); cemetery; mortuary; any establishment engaged in the business of selling, exhibiting or delivering pornographic or obscene materials; a so-called "head shop"; off-track betting parlor; junk yard; recycling facility or stockyard; motor vehicle or boat dealership, repair shop (including lubrication and/or service center) that stores vehicles outdoors overnight, body and fender shop, or motor vehicle or boat storage facility; a mini-storage or self-storage facility; a dry-cleaning facility; a bar, tavern or cocktail lounge; a discotheque, dance hall, comedy club, night club or adult entertainment facility; billiard or pool hall; massage parlor, game parlor or video arcade (which shall be defined as any store containing more than three (3) electronic games); a beauty school, barber college, reading room, place of instruction or any other operation catering primarily to students or trainees and not to customers; office usage other than incidental in connection with non-prohibited uses; industrial, residential or manufacturing uses, school or house of worship.

(a)                   Tenant shall conduct its business in the Leased Premises during at least the following days and hours-

(b)                   Tenant shall install and maintain at all times displays of merchandise in the display windows (if any), of the Leased Premises. Tenant shall keep the display windows and signs, if any, in the Leased Premises well lighted during the hours from sundown to 11:00 o'clock P.M. If Tenant or a permitted assignee of Tenant fails to continuously operate the Leased Premises for the permitted use under this Lease and same continues for a period of six months or longer, Landlord will have the right to terminate this Lease upon notice to Tenant.

Neither Tenant nor any affiliate, parent or subsidiary of Tenant shall, directly or indirectly, operate, manage or engage in any similar or competing business within a radius of one (1) mile from the outside boundary of the Shopping Center which shall not be applicable if Tenant is acquired by other entity which maintains a retail bank within said one mile radius. Tenant shall not perform any acts or carry on any practices which may injure the building or be a nuisance or menace to other tenants in the Shopping Center.

Tenant shall use for office, clerical or other non-selling purposes only such space in the Leased Premises as is from time to time reasonably required for Tenant's business in the Leased Premises. No auction, fire, going out of business, lost our lease or bankruptcy sales may be conducted in the Leased Premises without the prior written consent of Landlord.

ARTICLE VII - OPERATION OF CONCESSIONS

Tenant shall not permit any business to be operated in or from the Leased Premises by any sublessee, concessionaire or licensee without the prior written consent of Landlord.

ARTICLE VIII - SECURITY DEPOSIT

Tenant shall, contemporaneously with the execution of this Lease, deposit with Landlord the sum of Thirty One Thousand Dollars ($31,000). Said deposit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease by Tenant to be kept and performed during the term hereof. If at any time during the term of this Lease or expiration or early termination thereof, any rent and additional rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid Landlord may, at its option (but Landlord shall not be required to), apply any portion of said deposit to the payment of any such overdue rent or other sum. Provided that Tenant is not in default of Tenant's obligations under this Lease, upon request of Tenant, Landlord agrees to refund to Tenant the then existing principal amount of the security deposit as of the first anniversary of the Rent Commencement Date.

In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, then Landlord at its option may appropriate and apply said entire deposit, or so much thereof as may be necessary, to compensate the Landlord for loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said deposit to its prior level and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a default under this Lease. At the expiration or early termination of this Lease, said deposit shall be returned to Tenant in full upon the later of (i) delivery by Tenant of the Leased Premises in good order and condition and in compliance with all of the provisions of this Lease and (ii) full payment of all rents, additional rents and other sums due and owing hereunder (including, without limitation, any and all year end adjustments to additional rents owed by Tenant through the expiration or earlier termination of the Lease calculated by Landlord in accordance with the terms of this Lease). In the event of a permitted assignment or sublet of the Leased Premises, Landlord shall continue to hold the deposit as if no such assignment or sublet had taken place, and the Tenant and assignee/sublessee shall look to each other for the settlement of same, it being understood and agreed that any portion of the deposit to be returned in accordance with this Section, shall be returned to the Tenant in possession at the end of this Lease. Tenant and its successors and assigns shall indemnify, defend and hold Landlord harmless from and against any and all claims, demands, suits, actions, judgments, costs and obligations, including reasonable attorneys' fees in connection therewith.

Landlord shall deliver the funds deposited hereunder by Tenant to the purchaser of Landlord's interest in the Leased Premises, in the event that such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such deposit.

ARTICLE IX - PARKING AND COMMON USE AREAS AND FACILITIES

All automobile parking areas, driveways, entrances and exits thereto, and other facilities furnished by Landlord in or near the Shopping Center, including employee parking areas, the truck way or ways, loading docks, package pick-up stations, pedestrian sidewalks, curbs and lamps, service and access roads, drainage facilities, public signage equipment, landscaped areas, exterior stairways, first aid stations, comfort stations and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees and customers (herein collectively called "Common Areas" ), shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this article. Landlord shall have the right to construct, maintain and operate lighting facilities on all said areas and improvements; to police the same; from time to time to change the area, level, location and arrangement of and ingress and egress to such parking areas and other facilities hereinabove referred to; to restrict parking by tenants, their officers, agents and employees to employee parking areas; to enforce parking charges (by operation of meters or otherwise), with appropriate provisions for free parking ticket validating by tenants; to close all or any portion of said areas or facilities to such extent as may, in the opinion of Landlord's counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities; to discourage non-customer parking; and to do and perform such other acts in said areas and improvements as, in the use of good business judgment, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, their officers, agents, employees and customers. Landlord will operate and maintain the Common Areas referred to above in such manner as Landlord, in its sole discretion, shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have full right and authority to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas. Landlord agrees to operate and maintain the Common Areas in a good and proper manner consistent with the manner in which comparable shopping centers in the vicinity of the Shopping Center are operated.

All Common Areas not within the Leased Premises, which Tenant may be permitted to use and occupy, are hereby used and occupied under a revocable license, and if the amount of such areas be diminished, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation, diminution or abatement of rent, nor shall such diminution of such areas be deemed constructive or actual eviction.

Tenant will cause all of Tenant's employees, servants and agents to park their vehicles in the area designated as "Tenant's Employee's Parking Area" on Exhibit A.

ARTICLE X - COST OF MAINTENANCE OF COMMON AREAS

(a)                   From and after the Commencement Date, and for each year of the lease term or portion thereof, Tenant shall pay to Landlord as additional rent, Tenant's share of Common Charges (as defined below). Tenant's share shall be calculated by dividing the rentable square foot area of the Leased Premises by the gross leaseable first floor area of the Shopping Center.

(b)                   Notwithstanding anything contained in the Lease to the contrary, space occupied by any other tenant in the Shopping Center that pays directly for its own Common Charges (or component thereof) or fire and/or extended coverage insurance may be excluded by Landlord from the denominator when computing Tenant's share of any of such charges.

"Common Charges" shall mean all costs and expenses incurred by the owner of the Shopping Center or by Landlord or Landlord's, employees, agents, managing agent or contractors, either pursuant to this Lease or otherwise, arising from or in connection with or as a result of the operating, equipping, policing, protecting, lighting, heating, air conditioning, providing sanitation, sewer, water, fire protection and other services, insuring, maintaining, repairing and replacing the Common Areas and all buildings and improvements within the Shopping Center. Common Charges shall include, but shall not be limited to: (i) the maintenance, repair and replacement of all roofs, exterior walls and other structural and exterior portions of the Shopping Center, on and off site sewer treatment plans and storm water drainage and detention (and/or retention) facilities, if any, servicing the Leased Premises and/or Shopping Center, on and off site traffic controls, equipment and systems, the Shopping Center pylon signs (including all taxes relating thereto), curbs, gutters, sidewalks, pylons and signs (including all taxes relating thereto), drainage and irrigation ditches, conduits and pipes, utility systems (permanent and temporary), sewage disposal or treatment systems, public toilets and sound systems whether within or without the Shopping Center; (ii) the removal of trash, snow and ice, sanding and salting; (iii) landscaping, including the maintenance, repair and replacement of any sprinkler systems and equipment, and the water to operate same; (iv) supplies; (v) licensing, permits, service and usage charges; (vi) obtaining and maintaining the insurance policies described in Section 13.01 of this Lease and the cost of any insured event deductible amounts under such policies, (vii) the settlement or disposition of any claims against Landlord to the extent the same are not covered by insurance; (viii) all capital expenditures, together with reserves for capital improvements required by the holder of any mortgage; (ix) the repaving, re-striping, re-grading, re- sealing and general maintenance and repair of parking areas; (x) compliance with all laws, statues, codes, ordinances, rules, regulations and orders of governmental authorities pertaining to the Shopping Center including those pertaining to traffic control, engineering and environmental issues, air pollution control and the cost of monitoring air quality; (xi) personal property taxes, licensing and permit fees and taxes; (xii) lighting the Common Areas, including the maintenance, repair and replacement of the lighting facilities, equipment and system, and the electricity to operate same (xiii) costs and expenses of enforcing the rules and regulations established by Landlord for the Shopping Center; (xiv) the cost, lease payment or depreciation of any equipment used in the operation or maintenance of the Shopping Center; (xv) total compensation and benefits (including premiums for workers' compensation or any other insurance or other retirement or employee benefits, and including all costs incurred in providing such benefits) paid to or on behalf of employees involved in the performance of the work specified in this Section or employees otherwise providing services to tenants or customers of the Shopping Center whether on or off site including compensation paid for the promotion of the Shopping Center by any employee or independent contractor; (xvi) the maintenance, repair and operation of any mall or enclosed common area; (xvii) the costs of performance of all of Landlord's obligations pursuant to this Lease or as contemplated herein except those costs of construction of new building areas, the cost of initial improvements to premises leased to tenants of the Shopping Center other than Tenant, leasing commissions, ground rent and debt service payable under any Mortgage; (xviii) other costs and expenses and fees incurred in connection with the operation and management of the Shopping Center; plus (xix) an amount equal to ten (10%) percent of all of the foregoing costs and expenses to compensate Landlord for administrative and overhead expenses. Common Charges shall include costs and expenses for services, equipment or materials furnished by Landlord or its affiliates, including management fees, provided the same are furnished at rates similar to those generally paid.

(a)                   On each date that an installment of Minimum Rent is due, Tenant shall also pay Landlord an amount equal to one-twelfth (l/12 ^lh ) of its share of such estimated Common Charges (as determined by Landlord) for the calendar year or portion thereof in which such payment is made. Tenant shall pay $666.67 per month toward its share of such Common Charges. On or before June 1 of each year (or thereafter if Landlord shall elect), Landlord shall provide Tenant with a statement setting forth the amount due from Tenant on account of Common Charges for the preceding calendar year and the amount of estimated Common Charges paid by Tenant during such year. If the amount due from Tenant exceeds the amount of estimated payments, Tenant shall pay the difference to Landlord within ten (10) days of the receipt of such statement. If the amount of estimated payments exceeds the amount due, Landlord shall credit such difference to the next installment or installments of estimated payments due under this Section. During any year, Landlord from time to time, may revise its estimate of the Common Charges which will be due for that year and the monthly payments to be made by Tenant on account thereof.

(b)                   Tenant shall have the right, upon ten (10) days' prior written notice to Landlord, to audit the applicable records of Landlord to confirm that the Common Charges billed to Tenant are proper and conform to the provisions of this Article X. Such audit right shall be exercisable by Tenant within two (2) years of Tenant's receipt of Landlord's annual reconciliation statement of such charges for the applicable year in question. Should any such audit disclose that Tenant has overpaid the Common Charges, then Landlord shall promptly refund the amount of the overpayment to Tenant. Should any such audit disclose that Tenant overpaid the Common Area Expenses by five percent (5%) or more, Landlord shall promptly pay for the reasonable cost of such audit. If Tenant does not make an audit within two (2) years from the end of a given year, then the annual statement of Common Charges and Tenant's share for such year shall be deemed correct and Tenant shall have no right thereafter to inspect, audit or contest same.

ARTICLE XI - SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS

(a)                  All fixtures installed or used by Tenant shall be new or completely reconditioned. Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any trade fixture, exterior signs, floor covering, interior or exterior lighting, plumbing fixtures, shades or awnings or make any changes to the store front without first obtaining Landlord's prior written approval and consent and without first obtaining, at Tenant's sole cost and expense, all governmental permits and approvals required for such work ("Permits"). Tenant shall present to the Landlord detailed plans and specifications for such work at the time approval is sought and deliver a copy of all Permits to Landlord prior to commencing any alteration, addition, improvement or installation. All approved alterations, additions, improvements and installations shall comply with all governmental laws, rules, regulations and codes.

(b)                   Tenant shall not make any alterations, repairs or installations, or perform Tenant's initial work or any other work to or on the Leased Premises unless prior to the commencement of such work Tenant shall obtain (and during the performance of such work keep in force) builders risk, public liability and workmen's compensation insurance to cover every contractor to be employed, and any other insurance reasonably required by Landlord and such insurance shall name Landlord and its designees as additional insureds (including, without limitation, the owner of the Leased Premises, Landlord's managing agent and Landlord designees). Such policies shall be non-cancelable without ten (10) days prior notice to Landlord. The policies shall have amounts of coverage, and shall be issued by companies reasonably satisfactory to Landlord. Prior to the commencement of such work, Tenant shall deliver duplicate originals or certificates of such insurance policies to Landlord.

(c)                    To the fullest extend permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord and its designees (including, without limitation, the owner of the Leased Premises, mortgagees and Landlord's managing agent) from any and all claims, suits, damages, liabilities, professional fees including, without limitation, attorney's fees, costs, court costs, expenses and disbursements relating to death, personal injuries or property damage (including loss of use thereof) arising out of or in connection with the performance of the work of any contractor, its agents, servants, subcontractors or employees, or the use by contractor, its agents, servants, subcontractors or employees, of facilities owned by Landlord. This agreement to indemnify specifically contemplates full indemnity in the event of liability imposed against the Landlord and/or managing agent without negligence and solely by reason of statute, operation of law or otherwise, and partial indemnity in the event of any actual negligence on the part of Landlord or managing agent either causing or contributing to the underlying claim, In that event, indemnification will be limited to any liability imposed over and above that percentage attributable to actual fault, whether by statute, by operation of law or otherwise.

(d)                   Subject to the terms and provisions of this Lease, Tenant shall, at its own cost and expense, promptly following delivery of possession, construct on the Leased Premises a prototypical Embassy Bank retail bank and all facilities appurtenant thereto, including, without limitation leasehold improvements, fixtures, furniture and equipment and the like and a drive through facility appurtenant to the Leased Premises.

(e)                   If Tenant fails to commence the construction of the improvements to the Leased Premises within thirty days of the date of delivery of possession thereof, Landlord shall, by written notice to Tenant (the "Termination Notice"), have the right to terminate the Lease on the terms and conditions set forth herein and recapture the Leased Premises, Any such termination shall be effective as of the sixtieth (60 ^th ) day after the date of Landlord's Termination Notice. Tenant shall have the right to vitiate the Termination Notice by providing notice to Landlord that Tenant will commence and diligently pursue to completion the construction of the building and actually commences same within sixty (60) days of receipt of the Termination Notice. At any time after Tenant has opened the Leased Premises for business fully stocked and staffed as a prototype Embassy Bank facility if Tenant discontinues the operation of its business in the Leased Premises for more than three months, Landlord shall have the right, upon notice to Tenant, to terminate this Lease effective no earlier than thirty days following Landlord's notice to Tenant.

All alterations, decorations, additions, installations and improvements made by Tenant, or made by Landlord on Tenant's behalf by agreement under this Lease, shall remain the property of Tenant for the term of the lease, and any extension or renewal thereof. Such alterations, decorations, additions, installations and improvements shall not be removed from the Leased Premises prior to the end of the term hereof without the prior written consent of Landlord. Upon expiration of this Lease, or any renewal term thereof, Tenant shall surrender possession of the Leased Premises to Landlord in the condition required pursuant to Section 1.2.03 and remove all alterations, decorations, additions, installations and improvements which are specific to Tenant's use of the Leased Premises as a bank (as opposed to another retail use) such as, by way of example and not limitation, automatic teller machines, vaults and drive-up facilities, repair all damage, and restore the Leased Premises as provided in Section 12.03 hereof. If Tenant fails to remove such alterat