SC 13D

UNITED STATES	0MB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	0MB Number:		3235-0145
Washington, D.C. 20549	Expires:	February 28, 2009
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SCHEDULE 13D	hours per response..........14.5

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Royal Bancshares of Pennsylvania, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

7800881105

(CUSIP Number)

Lee Evan Tabas, Suite 1 Building E, 355 W. Lancaster Avenue, Haverford, PA 19041

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 3, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   7800881105
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lee Evan Tabas
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 604,995
			8.	Shared Voting Power 475,943
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 475,943
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,086,115
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)x
	13.	Percent of Class Represented by Amount in Row (11) 9.57%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   7800881105

Item 1.	Security and Issuer
This Schedule 13D relates to the Class A Common Stock (the “Stock”) of royal Bancshares of Pennsylvania, Inc. (the “Issuer”).  The Issuer’s principal executive offices are located at 732 Montgomery Avenue, Narberth, Pa 19072.
Item 2.	Identity and Background
(a)	Lee Evan Tabas
(b)	Suite 1 Building E, 355 W. Lancaster Avenue, Haverford, PA 19041.
(c)	President, TABASFUNDING, Suite 1 Building E, 355 W. Lancaster Avenue, Haverford, PA 19041.
(d)	Lee Evan Tabas has not been convicted of a criminal proceeding in the last five years.
(e)	Lee Evan Tabas has not been subject within the last five years to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
The filer acquired 604,995 shares of the Stock for the purchase price of $3,164,124.  The seller, Evelyn Rome Tabas, provided financing for the acquisition of the securities.  The shares are currently being held in escrow by the attorney for the seller.  Evelyn Rome Tabas is Lee Tabas’ mother.
Item 4.	Purpose of Transaction
	The Transaction was for purposes of investment by Lee Evan Tabas, and for estate planning purposes by the seller.
(a)	No additional acquisitions of securities of the Issuer nor any dispositions of securities of the issuer are contemplated by the Filer.  However, there may be subsequent transfers of shares among family members and trusts.
(b)	No extraordinary corporate transactions are contemplated by the Filer.
(c)	No sales or transfer of assets of the Issuer or its subsidiaries are contemplated.
(d)	The filer is recommending to the Board of Directors of the Issuer that the Issuer reconsider its previously announced compensation plan for its retiring president, and its management succession plans.  A copy of the letter to the Board of Directors is attached as Exhibit 1.
(e)	The Filer is not contemplating any changes in the capitalization or dividend policy of the Issuer.
(f)	The Filer is not contemplating any change in the Issuer’s business or corporate structure.
(g)	The Filer is not seeking any change in the Issuer’s charter or bylaws or contemplating any actions that might impede the acquisition or control of the Issuer by any person.
(h)	The Filer is not seeking to have any class of securities delisted.
(i)	The Filer does not seek any class of equity securities becoming eligible for termination of registration.

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CUSIP No.   7800881105

(j)	Other than as set forth in subsection (d) above, the Filer seeks no actions similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	As of September 30, 2008, there were 11,345,127 shares of the Stock outstanding.  Lee Evan Tabas beneficially owns 1,086,115 shares of the Stock, or 9.57%.
(b)	The event that triggered the filing requirement was the acquisition of 604,995 shares by the 2008 Irrevocable Agreement of Trust for the Family of Lee E. Tabas from Evelyn Rome Tabas.  Lee Evan Tabas has sole voting power with regards to these shares.  He has dispositive power, but such power is subject to the terms of seller financing and regulatory resale restrictions.
	Lee Evan Tabas and Nancy Freeman Tabas, husband and wife, share voting and dispositive power for 283,461shares that they own as joint tenants, as well as 192,482 shares owned by the Samuel Bradford Tabas Trust, the Elizabeth Rebecca Tabas Trust, the Theodore Herschel Tabas Trust, and the Melissa Tamara Tabas Trust.  Samuel, Elizabeth, Theodore, and Melissa are adult children of Lee and Nancy Tabas.
	Nancy Freeman Tabas owns 5,177 shares in her own name, over which she holds voting and dispositive power.
	Lee Evan Tabas disclaims beneficial interest in shares held in The Lee Evan Tabas Trust since he does not have voting or dispositive power.
(c)	There were no other transactions in the class of securities identified in the past sixty days by Lee Evan Tabas.
(d)	No other person has the right to receive dividends from or to receive proceeds of a sale of these securities other than as beneficiaries of the Trust.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships between the Filer and any other persons regarding any securities of the Issuer, other than the financing arrangement with the seller, Evelyn Rome Tabas .  Copies of the financing documents are filed as Exhibits 2 – 4 to this Schedule 13D.
Item 7.	Material to be Filed as Exhibits

Exhibit No.	Description
1	Letter to Board of Directors of Issuer
2	Negotiable Promissory Note
3	Guaranty Agreement
4	Guaranty Fee Agreement

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CUSIP No.   7800881105

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 26, 2008

Date

s/Lee Evan Tabas

Signature

Lee Evan Tabas

Name/Title

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EX-1

EXHIBIT 1

LEE EVAN TABAS TABASFUNDING Executive in Residence, Philadelphia University Consultant, President Emeritus, Royal Bank of Pennsylvania

November 10, 2008

Board of Directors

Royal Bancshares of Pennsylvania, Inc.

732 Montgomery Avenue

Narberth, PA 19072

Dear Directors:

I was pleased to see that on October 14, 2008, you issued a press release stating that Joseph Campbell, the current President and CEO would retire, effective December 31, 2008. However, I and numerous shareholders who have contacted me are not so pleased with his compensation arrangements. The Transition and Separation Agreement, provides, among other things, for more than $2 million in cash, as well as $347,000 in annual retirement payments for life, in addition to continuing health and club benefits, cash in lieu of vacation time, and office support. In addition, Mr. Campbell receives an incentive for collection of troubled bank assets for the first year after retirement. This is at a time when the bank has performed poorly for its shareholders. Who negotiated this Transition and Severance Agreement for the bank, anyway? The agreement appears to be almost entirely in Mr. Campbell’s favor.

Currently the companies publicly traded shares sell for between $4 and $5 per share. There are approximately 13 million shares outstanding, which gives the company a current market value of approximately $50-60 million. The present value of Mr. Campbell’s Golden Parachute might be $5 million, which would give Mr. Campbell 8-10% of the current value of the company as a retirement package.

In addition to the unfairness to shareholders, the package would appear to make the company ineligible for participation in the Treasury’s new TARP Capital Purchase Program, should it wish to do so. The TARP Program requires a “claw back” provision on bonuses or incentive compensation paid to a senior executive based on earnings, gains, or other criteria later proven to be inaccurate, prohibition from making some Golden Parachute payments, as well as making annual executive compensation in excess of $500, 000 not deductible for tax purposes. There may be exceptions for payments and compensation approved by the shareholders.

I also believe that the proposed reapportionment of Joseph Campbell’s duties among the existing bank senior management is not the best thing for the company. I understand that Robert Tabas will be assuming the position of Chief Executive Officer, James McSwiggan will be assuming the position of President, and that Murray Stempel, formerly Chief Lending Officer will become Vice Chairman. This reapportionment of Mr. Campbell’s duties among the existing senior management does not send a message to shareholders and possible future investors that the board and management headed in the wrong direction, realized it, and changed course. Indeed, promoting people with some responsibility for heading the bank in the wrong direction sends the opposite message. The promotions also send a message to current and potential employees that the only way to get to the top is to be in the Tabas family, or a long time associate. This is not the message that should be sent to shareholders, employees, and the financial community.

I sincerely hope that you will reopen the Agreement with Joseph Campbell to be fairer to the shareholders at this difficult time, and that you will reconsider the succession plans to permit more talented and better-qualified individuals to assume some senior roles.

Sincerely,

(signed)

Lee Evan Tabas

355 W. LANCASTER AVENUE, SUITE 1, BUILDING E, HAVERFORD, PENNSYLVANIA 19041
TELEPHONE (610) 896-2400 · FAX (610) 896-6199 · E MAIL: LEE@TABASFUNDING.COM
WEBSITE: TABASFUNDING.COM
PROVIDING FUNDING FOR ENTREPRENEURS SINCE 1972
BUSINESS SITUATIONS

EX-2

EXHIBIT 2

EXHIBIT A

NEGOTIABLE PROMISSORY NOTE

$3,164,124 September 3, 2008

FOR VALUE RECEIVED, The 2008 Irrevocable Agreement of Trust for the Family of Lee E. Tabas dated August 29, 2008, (“Maker”), promises to pay to Evelyn Rome Tabas, an individual (“Payee”), in lawful money of the United States of America and/or other property, the principal sum of Three Million One Hundred Sixty Four Thousand One Hundred Twenty Four dollars ($3,164,124), together with interest in arrears on the unpaid principal balance at an annual rate equal to 3.46%, in the manner provided below. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed.

This Note is a Purchase Price Note referred to in that certain Stock Purchase Agreement dated the same date hereof by and between Maker, and Payee and others named therein (the “Agreement”), and is subject to the terms and conditions of the Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used in this Note without definition shall have the respective meaning set forth in the Agreement.

SECTION 1

PAYMENTS

1.01        Principal and interest.   The principal amount of this Note shall be due and payable on December 31, 2013. Interest on the unpaid principal balance of this Note shall be due and payable annually on the anniversary date.

1.02        Manner of Payment.   All payments on this Note shall be made by regular check and/or other property (in Maker’s sole discretion), as the case may be, at the address provided for in the Agreement or at such other place in the United States as Payee shall designate to Maker in writing, or by wire transfer of immediately available funds to an account designated by Payee in writing. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be taken into account in calculating the amount of

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interest payable under this Note. “Business Day” means any day other than a Saturday, Sunday or legal holiday in the Commonwealth of Pennsylvania.

1.03        Prepayment. Maker may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Any partial prepayments shall be applied to installments of principal in inverse order of their maturity.

SECTION 2

DEFAULTS

2.01        Events of Default.   The occurrence of any one or more of the following events with respect to Maker shall constitute an event of default hereunder (“Event of Default”):

(a)           If Maker shall fail to pay when due any payment of principal or interest on this Note and such failure continues for thirty (30) days after Payee notifies Maker in writing.

(b)           If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), Maker shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due.

(c)           If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Maker in an involuntary case; (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Maker or substantially all of Maker’s properties; or (iii) orders the liquidation of Maker and in each case the order or decree is not dismissed within 120 days; or

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(d)           Any material breach by Maker under this Note or the Agreement after Payee has provided thirty (30) days written notice to Maker of such breach.

2.02        Notice by Maker.   Maker shall notify Payee in writing within five days after the occurrence of any Event of Default of which Maker acquires knowledge.

2.03        Remedies.   Upon the occurrence of an Event of Default hereunder (unless all Events of Default have been cured or waived by Payee), Payee may, at its option, (i) by written notice to Maker, declare the entire unpaid principal balance of this Note, together with all accrued interest thereon, immediately due and payable regardless of any prior forbearance, and (ii) exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to collect from Maker all sums due under this Note. Maker shall pay all reasonable costs and expenses incurred by or on behalf of Payee in connection with Payee’s exercise of any or all of its rights and remedies under this Note, including, without limitation, reasonable attorneys’ fees.

2.04        Security.   This Note is secured by the property deposited with the Escrow Agent in accordance with the Agreement. In the event upon an Event of Default the Payee exercises its rights under the Agreement and receives property held in escrow under the Agreement pursuant to Section 9.2(b) of the Agreement, and the fair market value of such property shall equal or exceed the total amount of all amounts due under this Note, Payee shall have no further rights under this Note and all liabilities and obligations of the Buyer of the Note shall be automatically terminated.

SECTION 3

MISCELLANEOUS

3.01        Waiver. The rights and remedies of Payee under this Note shall be cumulative and not alternative. No waiver by Payee of any right or remedy under this Note shall be effective unless in a writing signed by Payee. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by Payee will preclude any other or further exercise of such right, power or privilege or the exercise of any

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other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right of Payee arising out of this Note can be discharged by Payee, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing, signed by Payee; (b) no waiver that may be given by Payee will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on Maker will be deemed to be a waiver of any obligation of Maker or of the right of Payee to take further action without notice of demand as provided in this Note. Except for any notice expressly required hereby, Maker hereby waives presentment, demand, protest and notice of dishonor and protest.

3.02        Notices.   All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed by registered or certified mail (return receipt requested) to the parties at the following address (or at such other addresses for a party as shall be specified by like notice):

If to the Maker:	The 2008 Irrevocable Agreement of Trust for
	the Family of Lee E. Tabas
	c/o Lee E. Tabas, Trustee
	One Dove Lane
	Haverford, PA. 19041
If to the Payee:	Evelyn Rome Tabas
	c/o Royal Plaza
	915 Montgomery Avenue
	Narberth, PA 19072
If to the Escrow Agent	Joseph M. Sedlack, Esquire
	Reed Smith LP
	2500 One Liberty Place
	Philadelphia, PA 19103

Notice by Maker or Payee shall copy Escrow Agent.

3.03        Severability.   If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

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3.04        Governing Law.   This Note will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles. .

3.05        Parties in Interest.   This Note shall bind Maker and its representatives, successors and assigns.

3.06        Section Headings, Construction.   The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Note unless otherwise specified. All words used in this Note will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the words “hereof and “hereunder” and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

3.07        Trustee Liability.   This Note is a non-recourse liability of the Trust, secured by a escrow of the Stock and a guaranty of LEE E. TABAS secured by a pledge agreement, all executed of even date herewith.

IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first stated above.

WITNESS:	2008 IRREVOCABLE AGREEMENT OF
	TRUST FOR THE FAMILY OF LEE E.
	TABAS
	By:
	LEE E. TABAS, Trustee

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EX-3

EXHIBIT 3

GUARANTY AGREEMENT

THIS GUARANTY (hereinafter referred to as the “Guaranty”), made this 3rd day of September, 2008, by Lee E. Tabas, for himself, his heirs, legal representatives, successors and assigns with an address at One Dove Lane, Haverford, PA. 19041 (hereinafter referred to as “Guarantor”), in favor of Evelyn Rome Tabas with an address at c/o Royal Plaza, 915 Montgomery Avenue, Narberth, PA. 19072 (hereinafter referred to as “Seller”).

WITNESSTH:

Contemporaneously herewith Seller has agreed, pursuant to the terms of a certain stock purchase agreement (“Stock Purchase Agreement”), dated 9/3/08,  to sell a certain number of shares of Class A common stock of Royal Bancshares of Pennsylvania to the 2008 Irrevocable Agreement of Trust for the Family of Lee E. Tabas (“Trust”), dated August 29, 2008, in exchange for a certain promissory note of the Trust of even date therewith in the principal amount of $3,164,124. (“Note”).

NOW, THEREFORE, intending to be legally bound hereby, Guarantor hereby agrees as follows:

1.             Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Seller, his heirs, legal representatives, successors and assigns, and becomes surety for the full, faithful and punctual payment when due (and not merely the collectibility), of any and all sums required to be paid by Trust, its successors and assigns under the Note (but not to exceed, at the relevant time, fifty (50%) of the then outstanding balance (both principal and accrued interest, if any) of the Note (the “Threshold Amount”), whether at maturity, or by declaration, by acceleration or otherwise.

2.             If an “Event of Default”, as defined under the Note occurs, then Guarantor will, on the demand of Seller, immediately deposit with Seller in U.S. dollars all amounts due or to become due under the Note, in an amount not to exceed the then Threshold Amount, and Seller will use such funds to repay Trust’s obligations under the Note.

3.             Subject to the limitations expressed hereunder, this Guaranty is an absolute and unconditional guaranty of prompt and full payment and performance and not merely of collection with Guarantor intending to be bound hereunder in the same manner and to the same extent as Guarantor would have been had he executed the Note as “Maker” thereof. This Guaranty shall be enforceable against Guarantor as an agreement of suretyship as well as guaranty, regardless of the genuineness, regularity, validity or enforceability of Trust’s obligations, without the necessity for any suit or proceeding on the part of Seller, of any kind or nature whatsoever, against Trust and without the necessity of any notice of nonpayment, nonperformance or nonobservance, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereunder expressly waives. This Guaranty shall in no way be terminated, affected or impaired by reason of Seller’s assertion, failure to assert, or lack of diligence in asserting against Trust any of the rights or remedies reserved or available to Seller pursuant to or under the provisions of the Note.

4.             Guarantor hereby waives: (a) all notices including but not limited to notice of presentment, demand for payment, or protest of any of Trust’s obligations under the Note; (b) all defenses, offsets and counterclaims which Guarantor may at any time have jointly or severally to any of the obligations of Trust; and (c) any rights which Guarantor may have under the theory of marshalling.

5.             Upon the occurrence of an “Event of Default”, as defined under the Note, Seller may assert and enforce any and all of her rights and remedies under this Guaranty against Guarantor, alone or jointly and severally with Trust. Seller may proceed against Trust and Guarantor separately or together, concurrently or consecutively or otherwise, at the same time or at different times, and without being required to proceed against Trust first or at all.

6.             If Guarantor shall advance any sums to Trust or its successors or assigns, or if Trust or its successors or assigns, shall be or shall hereafter become indebted to Guarantor, such sums and indebtedness shall be subordinate in all respects to the amounts then or thereafter due and owing to Seller under the Note. Notwithstanding any payments made by or for the account of Guarantor pursuant to this Guaranty, nothing herein contained shall be construed to give

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Guarantor any right of subrogation in and to Seller’s rights under or interest in the Note until all amounts owing to Seller have been paid in full.

7.             Any notice, demand, request or other communication given hereunder or in connection herewith (hereinafter individually a “Notice” and collectively the “Notices”) shall be deemed sufficient if in writing and sent to the party to receive such Notice at its address first set forth above or at such other address as such party may hereafter designate by a Notice given in like fashion. Notices shall be deemed given and received: (a) if hand delivered to a party against receipted copy, when the copy of the notice is receipted; (b) if given by a nationally recognized and reputable overnight delivery service company, the day on which the notice is delivered by the delivery service company to such party; or (c) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the United States Postal Service.

8.             All rights and remedies afforded to Seller by reason of this Guaranty are separate and cumulative and not alternative and the exercise of one shall not in any way limit or prejudice the exercise of any other of such rights or remedies. No delay or omission by Seller in exercising any such right or remedy shall operate as a waiver thereof. No waiver of any right or remedy hereunder, and no modification or amendment hereof, shall be deemed made by Seller unless in writing and duly signed by Seller, her heirs, legal representatives, successors or assigns, as the case may be . Any such written waiver shall apply only to the particular instance specified therein and shall not impair the further exercise of such right or remedy or of any other right or remedy of Seller, and no single or partial exercise of any right or remedy hereunder shall preclude other or further exercise thereof or of any other right or remedy.

9.             Guarantor, by exclusive means of a certain guaranty fee agreement of even date herewith, is being compensated by Trust for its obligations hereunder,

10.           Guarantor’s obligations to make payment in accordance with the terms of this Guaranty shall not be impaired, modified, changed, released or limited in any manner whatsoever by: (a) any impairment, modification, change, release or limitation of the liability of Trust or its estate in bankruptcy or reorganization resulting from the operation of any present or future provision of the Federal Bankruptcy Act or other statute or from the decision of any court;

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(b) any insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding relating to Trust or its properties or creditors; or (c) any presently existing or hereinafter enacted or made law, ordinance, regulation, judicial decision or administrative decision of any type or nature, including, without limitation, any law, ordinance, regulation, judicial decision or administrative decision which impairs Trust’s ability to perform its obligations pursuant to the Note.

11.           This Guaranty shall inure to the benefit of, and be enforceable by, Seller and her heirs, legal representatives, successors and assigns as owners of Seller’s interest in the Note and shall be binding upon, and enforceable against, Guarantor and his heirs, legal representatives, successors and assigns.

12.           In any action or proceeding brought on, under or by virtue of this Guaranty, Guarantor hereby agrees that in the event this Guaranty shall be enforced by suit or otherwise, Guarantor will reimburse Seller, upon demand, for all expenses incurred in connection therewith, including, without limitation attorneys’ fees, including any such expended on appeal. Guarantor waives all relief from any and all appraisement or exemption laws now in force or hereafter enacted.

13.           Any amounts received by Seller from whatsoever source, including under this Guaranty, on account of the Trust’s indebtedness or liabilities under the Note, may be applied by her toward the payment of the indebtedness or liabilities in such order of application, as Seller may from time to time elect. Payments made by Guarantor to Seller pursuant to this Guaranty shall be made in lawful money of the United States.

14.           Seller shall have the right from time to time, and at any time in her sole discretion, without notice to or consent from Guarantor, and without affecting, impairing or discharging, in whole or in part, the obligations of Guarantor hereunder, to modify, amend, waive, renew, settle, postpone, change or supplement, in any respect whatsoever, any indebtedness or evidence thereof, or any agreement or transaction between Seller and Trust or any portion or provision of any thereof; to grant extensions of time and other indulgences of any kind to Trust; to compromise, release, substitute, exercise, enforce or fail or refuse to exercise or enforce any claims, rights or remedies of any kind which Seller may have at any time against Trust, or with

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respect to any security of any kind held by Seller at any time under any agreement or otherwise. Such extension or extensions may be longer than the time for repayment originally provided under the Note. Guarantor further agrees that this Guaranty shall apply with equal force and effect to any renewal or renewals of any of the aforesaid instruments. Guarantor further consents to Seller exchanging, surrendering, repledging or otherwise dealing with any of the aforesaid instruments without impairing this Guaranty and hereby waives notice thereof to or obtaining the consent therefor of Guarantor. Guarantor hereby consents to the partial or total release of Trust from Trust’s obligations under the Note, and to the release of all or part of any security held by Seller, all without notice to Guarantor. Seller shall not be obligated to acquire any security or substitute security because of the release of other security. If at any time all or any part of any payment theretofore applied by Seller to any indebtedness or liability of Trust is or must be rescinded or returned by Seller for any reason whatsoever (including without limitation the insolvency, bankruptcy or reorganization of Trust) such indebtedness or liability shall for the purpose of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application by Seller, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such indebtedness or liability as though such application by Seller had not been made. Payments on account of any indebtedness or obligation of Trust or increases of the same may from time to time be made without affecting the provisions of this Guaranty or the liability of Guarantor.

15.Guarantor represents and warrants to Seller that:

(a)           Guarantor has the full power and authority to engage in all the transactions contemplated by this Guaranty and this Guaranty constitutes the legally binding obligations of Guarantor enforceable against Guarantor in accordance with its terms.

(b)           There is no suit, action or proceeding pending or threatened against or affecting Guarantor before or by any court, administrative agency or other governmental authority which brings into question the validity of the transactions contemplated hereby or would interfere with the ability of Guarantor to comply with the terms thereof.

(c)           Neither the execution nor delivery of this Guaranty will conflict with or result in a breach of any applicable law, judgment, order, writ, injunction, decree, rule or

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regulation of any court, administrative agency or other governmental authority, or of any agreement or other instrument to which Guarantor is a party or by which Guarantor is bound, or constitute a default under any thereof, or result in the creation or imposition of any lien, charge or encumbrance upon any property of Guarantor.

(d)No consent, approval or other authorization of or by any writ, administrative agency or other governmental authority or any other entity is required in connection with the execution or delivery by Guarantor of this Guaranty.

16.The obligations of Guarantor shall not be affected, impaired or discharged, in whole or in part by the fact that any of the obligations of Trust may become due or payable in or, in connection with, or by reason of, any agreement or transaction which may be invalid, irregular or unenforceable for any reason.

17.The liabilities of Guarantor shall not be affected, impaired or discharged, in whole or in part by reason of any action whatsoever taken by Seller (including, without limitation, a sale, lease, disposition, liquidation or other realization) in respect to any security in which Seller may at any time have any interest or against any other party liable for all or any part of the obligations of Trust.

18.Seller may, from time to time, whether before or after any discontinuance of this Guaranty, without notice to Guarantor, assign or transfer the Note, and notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, the obligations of Guarantor hereunder shall be and remain in full force and effect, and each and every immediate and successive assignee or transferee of any of said instruments or of any interest therein shall, to the extent of the interest of such assignee or transferee therein be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were Seller; provided, however, that, unless Seller shall otherwise consent in writing, Seller shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Guaranty, for the benefit of Seller, as to those interests under the Note which Seller has not assigned or transferred.

19.           This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the Commonwealth of Pennsylvania and shall be in all respects governed,

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construed, applied and enforced in accordance with the laws of said state; and no defense given or allowed by the laws of any other state or country shall be interposed in any action or proceeding hereon unless such defense is also given or allowed by the laws of the Commonwealth of Pennsylvania.

20.           Guarantor irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and the United States District Court for the Eastern District of Pennsylvania, as well as to the jurisdiction of all courts from which an appeal may be taken from the aforesaid courts, for the purpose of any suit, action or other proceeding arising out of or with respect to this Guaranty, and expressly waives any and all objections Guarantor may have as to venue in any of such courts. Guarantor hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Guarantor in any action or proceeding may be obtained in any such court, and that any process or notice of motion or other application to any such court in connection with an action or proceeding may be served upon Guarantor by registered mail to or by personal service to the address of Guarantor specified in this Guaranty, or to such other address as may appear in Seller’s records whether such address be within or without the jurisdiction of any such court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.

WITNESS:
	LEE E. TABAS

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EX-4

EXHIBIT 4

GUARANTY FEE AGREEMENT

This Guaranty Fee Agreement is made the 3rd day of September 2008 by and between LEE E. TABAS and 2008 IRREVOCABLE AGREEMENT OF TRUST FOR THE FAMILY OF LEE E. TABAS (“Trust”).

BACKGROUND

In accordance with that certain guaranty agreement (“Guaranty Agreement”) of even date herewith, LEE E. TABAS has guaranteed a promissory note of Trust to EVELYN ROME TABAS entered into as of Sept 3 2008. The Trust desires to compensate LEE E. TABAS for the Guaranty.

NOW, THEREFORE, intending to be legally bound, the undersigned hereby agrees as follows:

1.             Guaranty Fee. The Trust shall pay to LEE E. TABAS a guaranty fee equal to .75% of the outstanding balance of the Note. Said fee shall be payable at the end of each calendar year with any partial year to be prorated on a daily basis.

2.             Term. This Agreement shall be effective from the date hereof and shall continue in full force and effect until the Note is paid in full or until LEE E. TABAS is relieved of his obligations under the Guaranty Agreement, whichever event is first to occur.

3.             Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the Commonwealth of Pennsylvania.

4.             Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives, heirs and assigns.

WITNESS:
	LEE E. TABAS
WITNESS:	2008 IRREVOCABLE AGREEMENT OF
	TRUST FOR THE FAMILY OF LEE E.
	TABAS
	By:
		LEE E. TABAS, Trustee