AGREEMENT OF SALE



THIS AGREEMENT OF SALE (this "Agreement") is made this 10th day of November,

2005,between WAWA, INC., a New Jersey corporation, having a place of business at

260 West Baltimore Pike, Wawa, Pennsylvania 19063 ("Wawa") and EAST PENN BANK, a

Pennsylvania banking corporation, having its main office at 731 Chestnut Street,

Emmaus, PA 18049 ("Buyer").



In consideration of the mutual covenants contained herein, the parties hereby

agree as follows:



1.    AGREEMENT TO PURCHASE AND SELL



Wawa hereby agrees to sell and convey to Buyer, who hereby agrees to purchase,

for the consideration and on the terms contained herein, that certain property

located at 2985 MacArthur Road (S.R.0145), in the Township of Whitehall, County

of Lehigh, Commonwealth of Pennsylvania, as more particularly identified as "Lot

2" on that certain plan entitled "Major Subdivision Plan" prepared by Newton

Engineering and dated 6/27/02, last revised 8/18/04 ("Subdivision Plan"),

consisting of approximately 1.1423 acres (the "Property" of "Lot 2"). A copy of

the Subdivision Plan is attached hereto as Exhibit A. The parcel being retained

by Wawa is identified as "Lot 1" on the Subdivision Plan ("Lot 1").



2.    PURCHASE PRICE



The price or consideration for the Property shall be Nine Hundred Fifty Thousand

Dollars ($950,000), which shall be paid to Wawa by Buyer in the way and manner

following:



      (a)   One Hundred Thousand Dollars ($100,000.00) (the "Deposit") shall be

            paid in cash or by Buyer's check upon the execution of the

            Agreement, and shall be held, until settlement, in an interest

            bearing escrow account by Martin J. Karess, Esq.; and



      (b)   The balance of the purchase price, Eight Hundred Fifty Thousand

            Dollars ($850,000.00), subject to the apportionments herein provided

            for, shall be paid at settlement by title company check or wire

            transfer of immediately available funds, as chosen by Wawa.



      (c)   The Purchase Price shall be allocated as follows:



                   Land:                              $300,000

                   Site Improvements Contribution     $650,000



Such allocation shall be binding upon the parties for all applicable federal,

state, local and foreign tax purposes. Wawa and Buyer shall report gain or loss

or cost basis, as the case may be, in a manner consistent with such agreement on

all tax returns filed by any of them subsequent to settlement and shall not

voluntarily take any inconsistent position therewith in any administrative or

judicial proceedings relating to such returns.



3.    INTEREST INCOME



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Any interest income earned or accrued on the Deposit shall be the property of

Buyer and shall be paid to Buyer at settlement or other termination of this

Agreement, or at any time the holder of the deposit is directed to do so by

Buyer.



4.    SETTLEMENT



Settlement shall be made at the local office of a national title insurance

company selected by Buyer and reasonably acceptable to Wawa ("Title Company") on

or before the earlier of (a) forty-five (45) after the conditions required to be

met by this Agreement have been successfully met, or (b) December 31, 2006. Wawa

or Buyer may terminate this Agreement if settlement has not been completed in

accordance with the preceding sentence. Time is of the essence of this

Agreement. Formal tender of a deed to the Property by Wawa and of the purchase

price by Buyer are hereby waived.



5.    POSSESSION



Actual physical possession of the Property shall be given at the time of

settlement to vacant premises free of all leases, occupancies, tenancies and

claims to or rights of possession.

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