STANDARD FORM

Exhibits

“A”  OUTLINE OF PREMISES

“B”  PLANS AND SPECIFICATIONS

“C”  RENTAL ESCALATION

“D”  ESTIMATED OPERATING EXPENSES

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THIS LEASE, made this 11 ^th day of June , 2001, by and between GATEWAY ASSOCIATES, LLC a Pennsylvania limited liability company with its principal address at 54 South Commerce Way, Suite 175, Bethlehem, Pennsylvania 18017 (hereinafter referred to as the "Landlord"); and EMBASSY BANK, a Pennsylvania state bank with its principal office at Bethlehem, Pennsylvania 18017 (hereinafter referred to as the "Tenant").

1.              PREMISES, PARKING AND COMMON AREAS.

1.1            Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord for the term, at the rental, and upon all of the terms and conditions set forth herein, a portion of the real property situated at 10 0 Gateway Drive in Hanover Township, Northampton County, Pennsylvania, which is described as the first floor and drive-thru banking facility (hereinafter referred to as the "Premises") outlined in Exhibit "A", which is attached hereto and made a part hereof, consisting of 7,827 square feet (including the drive-thru), of leasable area, including rights to the Common Areas, as defined herein, but not including any rights to the roof of the Premises. The Premises is a portion of the office building to be constructed (hereinafter referred to as the "Building") at 10 0 Gateway Drive, Hanover Township, Northampton County, Pennsylvania. The Premises, the Building, the Common Areas, and the land upon which same are located, together with all other improvements thereon are hereinafter collectively referred to as the "Gateway Plaza".

1.1.1            Site Plan. Tenant shall have the right to approve any changes to the Site Plan for the Building and surrounding areas including the driveway entrances to the Building. If any changes are made from the Site Plans previously provided to Tenant, Tenant shall have the right to withdraw from this Lease and receive the return of the Security Deposit.

1.2            Vehicle Parking. Tenant shall be guaranteed forty (40) vehicle parking spaces, of which fifteen (15) shall be reserved and the balance of which shall be unreserved and unassigned on those portions of the Common Areas designated by Landlord for parking. By separate letter agreement contemporaneous with the execution of this Lease, Landlord and Tenant have agreed on the location of the 15 reserved spaces. Tenant shall not use more parking spaces than said number. Said parking spaces shall be used only for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks (hereinafter referred to as "Permitted Size Vehicles"). Vehicles other than Permitted Size Vehicles are hereinafter referred to as "Oversized Vehicles".

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1.2.1.            Loading.   Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant, or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities, except that Tenant's bank courrier may use the front entrance for deliveries and pick-ups.

1.2.2.            Towing. Tenant acknowledges and agrees that vehicles that are loaded, unloaded or parked in areas other than designated areas may not only disturb the quiet possession of other Tenants in the Gateway Plaza, but may also be dangerous and hazardous. If Tenant permits or allows any of the prohibited activities described in Paragraph 1.2 of this Lease, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have to remove or tow away the vehicle involved and charge the cost thereof to Tenant, which cost shall be immediately payable upon demand by Landlord.

1.3            Common Areas--Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Gateway Plaza that are provided and designated by the Landlord from time to time for the general non-exclusive use of Landlord, Tenant, and other Tenants of the Gateway Plaza and their respective employees, suppliers, shippers, customers and invitees, including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, mechanical rooms and landscaped areas.

1.4            Common Areas--Tenant's Rights.   Landlord hereby grants to Tenant, for the benefit of Tenant and its employees, suppliers, shippers, customers, and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Landlord under the term hereof or under the terms of any rules and regulations or restrictions governing the use of the Gateway Plaza.  Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas.  Any such storage shall be permitted only by the prior written consent of Landlord or Landlord's designated agent, which consent may be revoked at any time.  In the event that any unauthorized storage shall occur, then Landlord shall have the right, without notice in addition to such other rights and remedies that it may have to remove the property and charge the cost to Tenant, which cost shall be immediately payable upon demand by Landlord.

1.5            Common Areas--Rules and Regulations. Landlord or such other person(s) as Landlord may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations with respect thereto. Tenant agrees to abide by and conform to all such rules and regulations and to cause its employees, suppliers, shippers, customers, and invitees to so abide and conform.  Landlord shall not be responsible to Tenant for the non-compliance with said rules and regulations by other Tenants of the Gateway Plaza, but shall make reasonable efforts to enforce such rules.

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1.6            Common Areas- -Chancres. Landlord shall have the right, in Landlord's sole discretion, from time to time: (a) To make changes in the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas,  loading and unloading areas,  ingress, egress, direction of traffic, landscaped areas and walkways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Gateway Plaza, or any portion thereof;  (d) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Gateway Plaza as Landlord may, in the exercise of sound business judgment,  deem to be appropriate,  provided that any changes described in (a) ,  (b) , or (d) above do not interfere with or materially adversely affect Tenant's use of the Premises as banking offices or the use of the drive-thru by Tenant's customers.

1.6.1         No Reduction. Landlord shall at all times provide the parking facilities required by applicable law and in no event shall the number of parking spaces that Tenant is entitled to under Paragraph 1.2 be reduced.

2.             TERM.

2.1.            Term. The term of this Lease shall be for ten (10) years commencing on March 1, 2002 (hereinafter referred to as the "Commencement Date"), and ending on February 28, 2012 (hereinafter referred to as the "Termination Date"), unless sooner terminated pursuant to any provision hereof.

2.2.            Delay in Possession. Notwithstanding said Commencement Date, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said Commencement Date, Landlord shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof, but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is tendered to Tenant; provided, however, that if Landlord shall not have delivered possession of the Premises within ninety (90) days from said Commencement Date, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days of the expiration of the ninety (90) day period, cancel this Lease, in which event the parties shall be discharged from all  obligations hereunder; provided further, however, that if such written notice of Tenant is not received by Landlord within said ten (10) day period, Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect, and in such event Tenant shall be entitled to occupy Tenant's temporary offices in the Hampton Inn & Suites, leased from Eastupland Associates, and Tenant's temporary pad site for a temporary modular building, on a rent free basis, beginning on the ninety-first day from the Commencement Date until the Premises are ready for occupancy (but in no event longer than 9 months from the Commencement Date), Tenant only being responsible for its utility costs at the temporary offices (including any hook-up charges) during such period. In calculating the ninety (90) day period from the Commencement Date, days lost as a result of Force Majeure, as defined herein, shall be in addition to such ninety (90) day period.

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2.3.            Early Possession.    If Tenant occupies the Premises, or any portion thereof, prior to said Commencement Date, such occupancy (or portion thereof) shall be subject to all provisions of this Lease, such occupancy (or portion thereof) shall not advance the Termination Date, and Tenant shall pay Rent, as defined herein, for such period at the initial monthly rates set forth below.

3.            RENT.

3.1.            Base Rent.    Tenant shall pay to Landlord, as Base Rent (or "Rent") for the Premises, without any offset or deduction whatsoever, except as may be otherwise expressly provided in this Lease, on the first day of each month of the term hereof, monthly payments in advance of Thirteen Thousand Forty-five and 00/100 ($13,045.00) Dollars. Tenant shall pay Landlord upon execution hereof Thirteen Thousand Forty-five ($13,045.00) Dollars as Base Rent for March 1, 2002. Rent for any period during the term hereof which is for less than one (1) month shall be a pro rata portion of the Base Rent. Rent shall be payable in lawful money of the United States to Landlord at the address stated herein or to such other persons or at such other places as Landlord may designate in writing. The annual Base Rent for each Lease year or portion thereof during the Lease Term, shall be adjusted pursuant to Exhibit "C", which is attached hereto and made a part hereof.

3.2.            Operating Expenses. Tenant shall pay to Landlord during the term hereof, in addition to the Base Rent, Tenant's Share, as hereinafter defined, of all Operating Expenses, as hereinafter defined during the term of this Lease, in accordance with the following provisions:

3.2.1           "Tenant's Share" is defined, for purposes of this Lease, as Thirty-three (33%) percent;

3.2.2           "Operating Expenses" shall mean and include the direct and indirect costs and expenses of any kind, in each calendar year relating to the operation, maintenance, insuring, repairing, managing, use, care and ownership of the Building and the Common Areas consisting of the following:

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3.2.2.1            the cost of all utilities and services provided to the Gateway Plaza and not otherwise separately metered and billed to the individual Tenants of the Building, and Landlord represents that all electric, water, sewer and other utilities to all tenants will be separately metered so that Tenant shall only be obligated to pay Tenant's Share of the utility services to the Common Areas, only;

3.2.2.2           the cost of management fees of the Gateway Plaza (which shall not exceed of the Base Rent, annually);

3.2.2.3           payments made by the Landlord for personal property taxes, if any (except those payable by Tenants), license fees, permit and inspection fees, equipment, tools and expenses of the Building;

3.2.2.4           the cost of all supplies and materials used in the operation and maintenance of the Building;

3.2.2.5           the cost of all utilities and reasonably necessary or advisable communications services for the Building, including, but not limited to, water and sewer, power, heating, lighting, air conditioning and ventilating, but only to the extent not directly metered and separately billed to the individual Tenants of the Building, and Landlord represents that all such utilities shall be separately metered to all tenant so that Tenant shall only be obligated to pay Tenant's Share of the utility services to the Common Areas, only;

3.2.2.6           the cost of all repairs, maintenance and service agreements and equipment rental agreements of the Building or for equipment therein, such as and including, but not limited to, management, security and exterminating services, alarm service, window cleanings, rubbish and snow removal, telephone, utility lines, sewer lines, sidewalks, walkways, parkways, driveways, striping, bumpers, roadways, loading and unloading areas, irrigation systems, lighting facilities, fences, gates, Tenant directories, trash disposal services, fire detection systems, including without limitation, sprinkler systems and landscape maintenance, bonds posted or amounts incurred in connection with the management or maintenance of the Building; provided, however, the foregoing shall not include leasing commissions, advertising or promotional costs or expenses, the cost of Tenant alterations, mortgage interest and principal payments, and depreciation of the Building or equipment;

3.2.2.7           the cost of all insurance applicable to the Building and the Gateway Plaza, which shall be determined on a competitive bid basis;

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3.2.2.8           the cost of all accounting, legal and professional services incurred in connection with the operation of the Building; and

3.2.2.9           the cost of all repairs, replacements and improvements (other than those items which are not and may not be expensed by Landlord for federal income tax purposes, and general maintenance, including, without limitation, all costs of landscaping, parking lot, and roof repairs, with respect to the Building; provided, however the foregoing shall not include such items to the extent Landlord is compensated through the proceeds of insurance or condemnation nor such items if the incurring thereof shall be solely for the benefit of a Tenant other than Tenant and not otherwise benefitting the Premises or the Building; and

3.2.2.10           amortization of costs (together with interest at the Landlord's cost of borrowed funds from time to time) of (a) capital improvements or alterations which are reasonably anticipated to reduce (or to avoid an increase in) other Operating Expenses by an amount bearing a reasonable relationship to the amortized costs of the capital improvement or alteration, (b) capital improvements or alterations which are made by reason of any governmentally imposed requirement, whether of past, present or future origin, and whether by way of statute, regulations, rule, order, ordinance or other uses, relating to the overall or structural use, design, construction and operation of the Building, and (c) any other capital improvements or alterations which Landlord determines necessary to maintain the Building as a first class facility, including without limitation, major repairs to or replacements of parking lots, roofs and other mechanical systems within the Building, and including also any installation of direct metering not separately billed to the individual Tenants involved, such amortization in each case to be determined in each case using an amortization period equal to the shorter of (i) the useful life (as determined for accounting purposes using generally accepted accounting principles) of the capital improvement or alteration, the aggregate cost of which is less than or equal to $500,000 and (ii) ten (10) years in the case of such capital improvements or alterations, the aggregate cost of which is greater than $500,000.

Attached hereto as Exhibit "D" is a good faith estimate by Landlord of the annual Operating Expenses.  On Exhibit "D", Landlord will indicate which of the items will be capped.

3.2.3           Obligation Not Imposed. The inclusion of the improvements, facilities and services set forth in Paragraph 3.2.2 of the definition of Operating Expenses shall not be deemed to impose an obligation upon Landlord to either have said improvements or facilities or to provide those services unless the Gateway Plaza already has the same, Landlord al ready provides the services, or Landlord has agreed elsewhere in this Lease to provide the same or some of them.

3.2.4          Payment of Tenant's Share. Tenant's Share of Operating Expenses shall be payable by Tenant within ten (10) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord; subject to any express limitations as provided in this Lease.. At Landlord’s option, however, an amount may be estimated by Landlord, from time to time, of Tenant's Share of annual Operating Expenses and the same shall be payable monthly during each twelve (12) month period, or part hereof, of the Lease term, on the same day as the Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's Share of Operating Expenses as aforesaid, Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year, or a part thereof, a reasonably detailed statement showing Tenant's Share of the actual Operating Expenses incurred during the preceding year, or a part thereof. If Tenant's payments under this Paragraph 3.2.4 during said period exceed Tenant's Share as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Share of Operating Expenses next falling due. If Tenant's payments under this Paragraph during said period were less than Tenant's Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within ten (10) days after delivery by Landlord to Tenant of said statement.

4.             SECURITY DEPOSIT.    Tenant shall deposit with Landlord upon execution hereof $26,090.00 as security (hereinafter referred to as the "Security Deposit") for Tenant's faithful performance of Tenant's obligation hereunder.  Upon the opening of Tenant's bank for business, Tenant may substitute a letter of credit for the actual funds, provided such form of letter of credit is in form, scope and substance reasonably satisfactory to Landlord and is provided by another acceptable financial institution. The Security Deposit requirement shall be void on the third anniversary of the Commencement Date.  If Tenant fails to pay rent or other charges due hereunder or otherwise defaults with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any other sum to which Landlord may become obligated by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said Security Deposit, Tenant shall, within ten (10) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore said Security Deposit to the full amount then required of Tenant if the monthly rent shall, from time to time, increase during the term of this Lease.  Tenant shall, at the time of such increase, deposit with Landlord additional money as a Security Deposit so that the total amount of the Security Deposit held by Landlord shall at all times bear the same proportion to the then current Base Rent as the initial Security Deposit bears to the initial Base Rent set forth in Paragraph 4. If Tenant performs all of Tenant's obligations hereunder, said Security Deposit or so much thereof as has not theretofore been applied by Landlord shall be returned without payment of interest or other increment for its use to Tenant or at Landlord's option to the last assignee, if any, of Tenant's interest hereunder on the third anniversary of the Commencement Date. No trust relationship is created herein between Landlord and Tenant with respect to said Security Deposit.

5.             USE.

5.1.           Use. The Premises shall be used and occupied only for a retail banking operation with a drive-in facility or any other use which is reasonably comparable and for no other purpose.

5.2.            Compliance with Law.

5.2.1 Landlord warrants to Tenant that the Premises, in the state existing on the Commencement Date but without regard to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable building code regulation or ordinance, including applicable Federal ADA and OSHA Regulations, in effect on such Commencement Date. In the event it is determined that this warranty has been violated then it shall be the obligation of the Landlord, after written notice from Tenant, to promptly, at Landlord's sole cost and expense, rectify any such violation. In the event Tenant does not give to Landlord written notice of the violation of this warranty within thirty (30) days from the date Tenant learns of the violation, the correction of same shall be the obligation of the Tenant at Tenant's sole cost.

5.2.2 Except as provided in Paragraph 5.2.1, Tenant shall, at Tenant's expense, promptly comply with all applicable federal, state, and local statutes, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements of any fire insurance, underwriters or rating bureaus, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the term or any part of the term hereof, relating in any manner to the Premises and the occupation and use by Tenant of the Premises and of the Common Areas. Tenant shall not use nor permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Gateway Plaza.

5.3.            Condition of Premises.

5.3.1           Landlord shall deliver the Premises as well as the ground floor lobby, ground floor Common Areas, parking lot, walkways and entrance, to Tenant clean and free of debris on the Commencement Date, in a completed condition free from defects in materials and workmanship, except for normal punch list items, and Landlord warrants to Tenant that the plumbing, lighting, air conditioning, and heating, in the Premises shall be in good operating condition on the Commencement Date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within ninety (90) days after the Commencement Date shall cause the conclusive presumption that Landlord has complied with all of Landlord's obligations hereunder.

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5.3.2           Except as otherwise provided in this Lease, Tenant hereby accepts the Premises in the condition existing as of the Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant's business.

5.4            Hazardous Materials.   Tenant shall not cause or permit any Hazardous Materials  (as defined herein)  to be used,  stored, transported, released, handled, produced or installed in, on or from the Gateway Plaza, the Premises or the Building.  Tenant shall indemnify and hold Landlord harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, resulting from the existence of Hazardous Materials on the Premises, the Gateway Plaza or the Building discharged from the Premises, the Gateway Plaza or the Building or penetrating any surface or subsurface rivers or streams crossing or adjoining the Premises, the Gateway Plaza or the Building as a result of Tenant's use of the Premises, the Gateway Plaza or the Building.  "Hazardous Materials", as used herein, means and includes those elements, materials,  compounds,  mixtures  or  substances  which  are  now contained in any list of hazardous substances and/or wastes or any list of toxic pollutants adopted by the United States Environmental Protection Agency (the "EPA") or any federal,  state or local governmental agency having jurisdiction over the Gateway Plaza (such agency is hereinafter referred to as the "Environmental Agencies")  which are defined as hazardous,  toxic,  pollutant, infectious, flammable, or radioactive by any of the Environmental Laws (as defined herein) , and whether or not included in such lists, shall be deemed to include all products or substances which are or contain petroleum, petroleum constituents, natural gas, natural gas liquids, asbestos, polychlorinated biphenyls and any chemicals known to cause cancer or reproductive toxicity as published by any Environmental Agencies; provided, however, the term "Hazardous Materials" does not include small qualities of chemicals and other substances used as janitorial supplies or otherwise  customarily used  in constructing,  maintaining  and operating properties similar to the Property and provided that all such chemicals and other substances are properly handled and stored in accordance with all Environmental Laws.   In the event of a breach of the provisions of this Paragraph, Landlord shall have the right, in addition to all other rights and remedies of Landlord under this Lease or at law, to require Tenant to remove any Hazardous Materials from the Premises in the manner prescribed for such removal by laws and requirements of any public authorities. The provisions of this Paragraph shall survive the expiration or termination of this Lease. As used herein, the term "Environmental Laws" means and includes any Federal, State, or local statute, law, ordinance,  code,  rule,  regulation,  judgment,  order or decree regulating, relating to or imposing liability or standards of conduct concerning,  any hazardous,  toxic or dangerous waste, substance, pollutant, contaminant, element, compound, mixture or material, as now in effect including, without limitation,  the Federal Comprehensive Environmental Response,  Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq., the Superfund Amendments and Reauthorization Act, 42 U.S.C. 9601 et seq., the Federal Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Federal Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901 et seq., the Federal Hazardous Material Transportation Act, 49 U.S.C. 1801 et seq., the Federal Clean Air Act 42 U.S.C. 7401 et seq., the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. 11001 et seq., and all rules and regulations of any of the Governmental Authorities.   The provisions hereof shall survive the termination of the Lease.

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5.5           Proscribed Uses. Tenant shall not at any time use or occupy the Premises or the Building, or suffer or permit anyone to use or occupy the Premises, or do anything in the Premises or the Building, or suffer or permit anything to be done in, brought into or kept on the Premises, which in any manner in the discretion of Landlord: (i) violates the Certificate of Occupancy for the Premises or the Building; (ii) causes or is liable to cause injury to the Premises or the Building or any equipment, facilities or systems therein; (iii) or constitutes a violation of the laws and requirements of any public authorities or the requirements of insurance bodies; (iv) impairs or tends to impair the character, reputation or appearance of the Building as a first-class facility; (v) impairs or tends to impair the proper and economic maintenance, operation and repair of the Building and/or its equipment, facilities or systems; (vi) annoys or inconveniences or tends to annoy or inconvenience other Tenants or occupants of the Building; (vii) constitutes a nuisance, public or private; (viii) makes unobtainable from reputable insurance companies authorized to do business in Pennsylvania all risk property insurance, or liability, elevator, boiler or other insurance at standard rates required to be furnished by Landlord under the terms of any mortgages covering the Premises; or (ix) discharges objectionable fumes, vapors or odors into the Building's flues or vents or otherwise.

6 .              MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

6.1.          Landlord's Obligation. Landlord shall arrange for and oversee (as a component of its management fee) the provision of services required to maintain the Common Areas for which there is an Operating Expense. Landlord shall have no obligation to make repairs under this Paragraph 6.1 until a reasonable time not exceeding five days or less depending on the nature of the required repair, after receipt of written notice from Tenant of the need for such repairs. In the event of Landlord's failure to make such repairs, Tenant, after written notice to Landlord, may make such repairs at Landlord's cost. Landlord shall not be liable for damages or loss of any kind or nature by reason of Landlord's failure to arrange for any Common Area services when such failure is caused by accident, breakage, repairs, strikes, lockout, Force Majeure or other labor disturbances or disputes of any character or by any other cause beyond the reasonable control of Landlord.

6.2.           Tenant's Obligations.

6.2.1           Subject to the provision of Paragraphs 5 (Use), 6.1  (Landlord's Obligations),  and 8  (Damage or Destruction), Tenant, at Tenant's expense, shall keep in good order, condition and repair,  the Premises and their fixtures and improvements therein including, without limitation, the property which is deemed Landlord's and Tenant's and every part thereof (whether or not the damaged portion of the Premises or the means of repairing the same are reasonably or readily accessible to Tenant) including, without limiting the generality of the foregoing, all plumbing, heating, ventilating and air conditioning systems (Tenant shall procure and maintain, at Tenant's expense, a heating, ventilating and air conditioning system maintenance contract), electrical and lighting facilities, and equipment within the Premises, fixtures, interior walls and interior surfaces of exterior walls, ceilings, windows, doors, plate glass, and skylights, if any, located within the Premises, whether ordinary, extraordinary, foreseen or unforseen. Tenant shall annually provide Landlord, during the term of this Lease, with satisfactory evidence of the maintenance contract required hereunder. Landlord reserves the right to procure and maintain the ventilating and air conditioning system maintenance contract, and if Landlord so elects, Tenant shall reimburse Landlord, upon demand, for the entire cost thereof. All repairs in and to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not interfere with the use of the Building by others. Any repairs in or to the Building and the facilities and systems thereof for which Tenant is responsible may be performed by Landlord at Tenant's expense; but, Landlord may, at its option, before commencing any such work or at any time thereafter, require Tenant to furnish to Landlord such security, in form and amount as Landlord shall deem necessary to assure the payment for such work by Tenant.

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6.2.2   If Tenant fails to perform Tenant's obligations under this Paragraph 6.2 or under any other Paragraph of this Lease, Landlord may enter upon the Premises after ten (10) days' prior written notice to Tenant (except in the case of emergency, in which event no notice shall be required), perform such obligations on Tenant's behalf and put the Premises and/or Building in good order, condition and repair, and the cost thereof together with interest thereon at the maximum rate then allowable by law shall be due and payable as additional rent to Landlord together with Tenant's next Base Rent installment.

6.2.3   On the last day of the term hereof, or on any sooner termination, Tenant shall surrender the Premises to Landlord in the same condition as received, ordinary wear and tear excepted, clean and free of debris.  Any damage or deterioration of the Premises and/or the Building shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices.  Tenant shall repair any damage to the Premises and/or Building occasioned by the installation or removal of Tenant's trade fixtures,   alterations,   furnishings,   and equipment. Notwithstanding anything to the contrary otherwise stated in this Lease, Tenant shall leave the air lines, power panel, electrical distribution systems, lighting fixtures, space heaters, air conditioning, plumbing and fencing, if any, on the Premises in good operating condition.

6.3.           Alteration and Additions.

6.3.1           Tenant shall not, without Landlord's prior written consent make any alterations, improvements, additions, or utility installations in, on, or about the Premises, or the Gateway Plaza except for nonstructural alterations to the Premises not exceeding Ten Thousand and 00/100($10,000.00) Dollars in cumulative costs, during the term of this Lease. In any event, whether or not in excess of Ten Thousand and 00/100 ($10,000.00) Dollars in cumulative cost, Tenant shall make no change or alteration to the exterior of the Premises nor the exterior of the Building nor the Gateway Plaza without Landlord's prior written consent. Landlord acknowledges receipt of Tenant's plans and specifications for Tenant's initial leasehold improvements and hereby consents to the same. Such initial leasehold improvements need not be removed upon termination of the Lease.  As used in this Paragraph 6.3 the term "Utility Installation" shall mean air lines, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning, plumbing, sprinkler equipment, and fencing. Should Tenant make any alterations, improvements, additions or Utility Installations without the prior approval of Landlord, Landlord may at any time during the term of this Lease, require that Tenant remove any or all of the same at Tenant's sole cost and expense.

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6.3.2          Any alterations, improvements, additions or Utility Installations in or about the Premises or the Gateway Plaza that Tenant shall desire to make and which requires the consent of the Landlord shall be presented to Landlord in written form, with proposed detailed plans. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do so from appropriate governmental agencies, the furnishing of a copy thereof to Landlord prior to the commencement of the work, and the compliance by Tenant of all conditions of said permit in a prompt and expeditious manner.

6.3.3          Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises, or the Gateway Plaza, or any interest therein.  Tenant shall give Landlord not less than ten (10) days' notice prior to the commencement of any work in the Premises, and Landlord shall have the right to post notices of non-responsibility in or on the Premises or the Building as provided by law.  If Tenant shall in good faith, contest the validity of any such lien, claim or demand, then Tenant shall, at its sole expense defend itself and Landlord against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Landlord or the Premises or the Gateway Plaza, upon the condition that if Landlord shall require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien claim or demand indemnifying Landlord against liability for the same and holding the Premises and the Gateway Plaza free from the effect of such lien or claim. In addition, Landlord may require Tenant to pay Landlord's attorneys’ fees and costs in participating in such action if Landlord shall decide it is to Landlord's best interest to do so.

6.3.4           All alterations, improvements, additions, and Utility Installations (whether or not such Utility Installation constitute trade fixtures of Tenant) , which may be made on the Premises, shall be the property of Landlord and shall remain upon and be surrendered with the Premises at the expiration of the Lease term, unless Landlord requires their removal pursuant to Paragraph 6.3.1, provided that upon termination of the Lease, Tenant may remove at its expense, ATM machines, night depository equipment, drive-thru equipment and security systems. Tenant shall repair any damage caused by such removal. Notwithstanding the provisions of this Paragraph 6.3.4, Tenant's machinery and equipment other than that described in the preceding sentence and other than that which is affixed to the Premises so that it cannot be removed without material damage to the Premises, and other than Utility Installations, shall remain the property of Tenant and may be removed by Tenant subject to the provisions of Paragraph 6.2.

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6.4.            Utility Additions. Landlord reserves the right to install new or additional utility facilities throughout the Building, the Premises, and the Common Areas for the benefit of Landlord or Tenant, or any other Tenant of the Gateway Plaza, including, but not by way of limitation, such utilities as plumbing, electrical systems, security systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Tenant's use of the Premises.

7.               INSURANCE; INDEMNITY.

7.1.            Liability Insurance--Tenant. Tenant shall, at Tenant's expense obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily Injury and Property Damage insurance insuring Tenant and Landlord against any liability arising out of the use, occupancy, or maintenance of the Premises and the Gateway Plaza. Such insurance shall be in an amount not less than Three Million ($3,000,000) Dollars per occurrence. The policy shall insure performance by Tenant of the indemnity provisions of this Paragraph 7. The limits of said insurance shall not, however, limit the liability of Tenant hereunder. Tenant's policy shall contain a clause stating that Tenant's insurance is primary and noncontributory, and Landlord shall be named as an additional insured.

7.2.            Liability Insurance--Landlord. Landlord shall obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily injury and property Damage Insurance, insuring Landlord, but not Tenant, against any liability arising out of the ownership, use, occupancy or maintenance of the Gateway Plaza in an amount not less than Three Million ($3,000,000) Dollars per occurrence.

7.3.            Property Insurance. Landlord shall obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or damage to the Gateway Plaza, including the Building and improvements, but not Tenant's personal property, fixtures, equipment or Tenant improvements, in an amount hot to exceed the full replacem