Nick Flanagan carded a 6-under 66 on Friday to join Brian Stuard in the lead after 36 holes of the Price Cutter Charity Championship.
Stuard posted a 5-under 67 in round two as he and Flanagan finished two rounds at 12-under-par 132.
Jason Gore and Scott Harrington both posted 4-under 68s and are tied for third at minus-11 at Highland Springs Country Club.
Nicholas Thompson matched the low round of the day with an 8-under 64. That helped him jump into a share of fifth at 10-under-par 134. He was joined there by Omar Uresti (68), Michael Letzig (69), Justin Bolli (67), Andres Gonzales (65) and David Lingmerth (67).
First-round leader Matt Hendrix managed an even-par 72. He tumbled into a tie for 11th at minus-9.
Flanagan traded a bogey for a birdie from the 10th to start his round. Birdies on the 13th and 17th moved him to minus-8.
The Australian, who owns four Web.com Tour wins, poured in a 35-footer for eagle at the 18th to jump to 10-under. Flanagan collected birdies at the second and seventh to move atop the leaderboard.
"It was definitely erratic off the tee today, but I made up for it with a few clutch putts and just kind of got it done out there today. It wasn't impressive," Flanagan admitted.
Stuard got off to a fast start with birdies on one and two. He got to 11-under with birdies at six and eight.
The 29-year-old stumbled to a bogey on the par-4 ninth. He erased that mistake with a bogey at the par-5 11th.
Stuard made it two in a row with a birdie on the 12th. He tripped to a bogey at 17, but atoned for that mistake with a birdie at the last to share the lead.
"I probably putted a little better today. The wind definitely makes it trickier," said Stuard. "I had to play a little more defensively on a couple of longer shots on par-4s. It's nice to see your name up there, but there's still two more rounds."
NOTES: Ben Kohles, who has won the last two events, rallied from a tough start for a 2-under 70 and he made the cut on the number...Steve Friesen, last year's winner, carded a 1-under 71 to end at 1-under-par 143. He missed the cut by four strokes...The cut fell at 5-under 139 with 67 players moving on to the weekend.