Exhibit 10.3




                                      Lease


                           United Bank of Philadelphia

                                       to

                          Philadelphia United Community
                             Development Corporation


                     Premises Mezzanine level 300 N. 3rd St.


                          Rent, $13.75 per square foot
                                  2500 sq.ft.


                            Commence August 15, 1999

                             Expires August 15, 2004



                            John C. Clark Co. Phila.



<PAGE>



     This Agreement, made the 15th day of August, one thousand nine hundred and
ninety-nine (1999), by and between United Bank of Philadelphia (hereinafter
called Lessor), of the one part, and Philadelphia United Community Development
Corporation (hereinafter called Lessee), of the other part.

     WITNESSETH THAT: Lessor does hereby demise and let unto Lessee all that
certain premises comprising the mezzinine level of 300 North 3rd Street, in the
County of Philadelphia, State of Pennsylvania, to be used and occupied as an
office and training facility and for no other purpose, for the term of five
years beginning the 15th day of August one thousand nine hundred and ninety-nine
(1999), at a rental rate of #13.75 per square foot, payable in equal monthly
installments on the first business day of each month.

     2500 sq. ft., 5 year term at $13.75 per square foot, with escalation at
$.50 per sq. ft. per year, plus cleaning and electric.


     If Lessor is unable to give Lessee possession of the demised premises, as
herein provided, by reason of the holding over of a previous occupant, or by
reason of any cause beyond the control of the Lessor, the Lessor shall not be
liable in damages to the Lessee therefor, and during the period that the Lessor
is unable to give possession, all rights and remedies of both parties hereunder
shall be suspended.

     (a) Lessee agrees to pay as rent in addition to the minimum rental herein
reserved any and all sums Which may become due by reason of the failure of
Lessee to comply with all the covenants of this lease and pay any and all
damages costs and expenses which the Lessor may suffer or incur by reason of any
default of the Lessee or failure on his part to comply with the covenants of
this lease, and each of them, and also any and all damages of the demised
premises caused by any act or neglect of the Lessee.

     (b) Lessee further agrees to pay as rent in addition to the minimum rental
herein reserved all taxes assessed or imposed upon the demised premises and/or
the building of which the demised premises is a part during the term of this
lease, in excess of and over and above those assessed or imposed at the time of
making this lease. The amount due hereunder on account of such taxes shall be
apportioned for that part of the first and last calendar years entered by the
term hereof. The same shall be paid by Lessee to Lessor on or before the first
day of July of each and every year.

     (c) Lessee further agrees to pay to Lessor as additional rent all increase
or increases in fire insurance premiums upon the demised premises and/or the
building of which the demised premises is a part, due to an increase in the rate
of fire insurance in excess of the rate on the demised premises as the time of
making this lease, if said increase is caused by any act or neglect of the
Lessee or the nature of the Lessee's business.

     (d) Lessee further agrees to pay as additional rent, if there is a metered
water connection to the said premises, all charges for water consumed upon the
demised premises in excess of the yearly minimum meter charge and all charges
for repairs to the said meter or meters on the premises, whether such repairs
are made necessary by ordinary wear and tear, freezing. hot water, accident or
other causes, immediately when the came become due.

     (e) Lessee further agrees to pay as additional rent, if there is a metered
water connection to said premises, all sewer rental or charges for use of
covers, sewage system, and sewage treatment works servicing the demised premises
in excess of the yearly minimum of such sewer charges, immediately when the same
become due.

     All rents shall be payable without prior notice or demand at the office of
Lessor ______________________________ or at such other place as Lessor may from
time to time designate by notice in writing.

     Lessee covenants and agrees that he will without demand

     (a) Pay the rent and all other charges herein reserved as rent on the days
and times and at the place that the same are made payable, without fail, and if
Lessor shall at any time or times accept said rent or rent charges after the
same shall have become due and payable, such acceptance shall not excuse delay
upon subsequent occasions, or constitute or be construed as a waiver of any of
Lessor's rights. Lessee agrees that any charge or payment herein reserved,
included or agreed to be treated or collected as rent and/or any other charges
or taxes, expenses or costs herein agreed to be paid by the Lessee may be
proceeded for and recovered by the Lessor by distraint or other process in the
same manner as rent due and in arrears.

     (b) Keep the demised premises clean and free from all ashes, dirt and other
refuse matter; replace all glass windows, doors, etc., broken; keep all waste
and drain pipes open; repair all damage to plumbing and to the premises in
general; keep the same in good order and repair as they now are, reasonable wear
and tear and damage by accidental fire or other casualty not occurring through
negligence of Lessee or those employed by or acting for Lessee alone excepted.
The Lessee agrees to surrender the demised premises in the same condition in
which Lessee has herein agreed to keep the same during the continuance of this
case.

     (c) Comply wish any requirements of any of the constituted public
authorities. and with the terms of any State or Federal statute or local
ordinance or regulation applicable to Lessee or his use of the demised premises.
and save Lessor harmless from penalties, fines, costs or damages resulting from
failure to do so.

     (d) Use every reasonable precaution against fire.

     (e) Comply with rules and regulations of Lessor promulgated as hereinafter
provided.

     (f) Peaceably deliver up and surrender possession of the demised premises
to the Lessor at the expiration or sooner termination of this lease, promptly
delivering to Lessor at his office all keys for the demised premises,

     (g) Give to Lessor prompt written notice of any accident, fire, or damage
occurring on or to the demised premises.

     (h) Lessee shall be responsible for the condition of the pavement, curb,
cellar doors, awnings and other erections in the pavement during the term of
this lease; shall keep the pavement free from snow and ice; and shall be and
hereby agrees that Lessee is solely liable for any accidents, due or alleged to
be due to their defective condition, or to any accumulations of snow and ice.

     (i) The Lessee area that if, with the permission in writing of Lessor,
Lessee shall vacate or decide at any time during the term of this lease. or any
renewal thereof, to scale the herein demised premises prior to the expiration of
this lease, or any renewal hereof. Lessee will not cause or allow any other
agent to represent Lessee in any sub-letting or reletting of the demised
premises other than an agent approved by the Lessor
__________________________________________ and that should Lessee do so or
attempt to do so, the Lessor __________________________________________ may
remove any signs that may be placed on or above the demised premises by such
other agent without any liability to Lessor or to said agent, the Lessee
assuming all responsibility for such action.

     Lessee covenants and agrees that he will do none of the following things
without the consent in writing of Lessor first had and obtained:

     (a) Occupy the demised premises in any other manner or for any other
purpose than as above set forth.

     (b) Assign, mortgage or pledge this lease or under-let or sublease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises. or any part thereof: nor shall any
assignee or sub-lessee assign, mortgage or pledge this least or such sub-Iease,
without an additional written consent by the Lessor, and without such consent no
such assignment, mortgage or pledge shall be valid. If the Lessee becomes
embarrassed or insolvent, or makes an assignment for the benefit of creditors,
or if a petition in bankruptcy is filed by or against the Lessee or a bill in
equity or other proceeding for the appointment of a receiver for the Lessee is
filed, or if the real or personal property of the Lessee shall be sold or levied
upon by any Sheriff, Marshall or Constable, the same shall be a violation of
this covenant.

     (c) Place or allow to be placed any stand, booth, sign or showcase upon the
doorsteps, vestibules or outside walls or pavements of said premises, or paint,
place, erect or cause to be painted, placed or erected any sign, projection or
device on or in any part of the premises. Lessee shall remove any sign,
projection or device pointed, placed or erected, if permission has been granted
arid restore the walls, etc., to their former conditions at or prior to the
expiration of this lease. In case of the breach of this covenant (in addition to
all other remedies given to Lessor in case of breach of any conditions or
covenants of this lease) Lessor shall have the privilege of removing said stand,
booth, sign, show case, projection or device. and restoring said walls, etc., to
their former condition, and Lessee, at Lessor's option, shall be liable to
Lessor for any and all expenses so incurred by Lessor.

     (d) Make any alterations, improvements, or additions to the demised
premises. All alterations, improvements, additions or fixtures, whether
installed before or after the execution of this lease, shall remain upon the
premises at the expiration or sooner determination of this lease and become the
property of Lessor, unless Lessor shall, prior to the determination of this
lease have given written notice to Lessee to remove the same. In which event
Lessee will remove such alterations. improvements and additions and restore the
premises to the same good order and condition in which they now are. Should
Lessee fail to so do, Lessor may do so, collecting, at Lessor's option, the cost
and expense thereof from Lessee as additional rent.

     (e) Use or operate any machinery that in Lessor's opinion, is harmful to
the building or disturbing to other tenants occupying other parts thereof.

     (f) Place any weights in any portion of the demised premises beyond the
sale carrying capacity of the structure.

     (g) Do or suffer to be done, any act, matter or thing objectionable to the
fire insurance companies whereby the fire insurance or any tether insurance now
in force or hereafter to be placed on the demised premises, or any part thereof,
or on the building of which the demised premise may be a part, shall become void
or suspended, or whereby the same shall be fated as a mat hazardous risk then at
the date of execution alibis last, or employ any person or persons objectionable
to the fire insurance companies or carry or have any benzine or explosive matter
of any kind in and about the demised premises: In case of a breach of this
covenant (in addition to all other remedies given to Lessor in case of the
breech of any of the conditions or covenants of this lease) Lessee agrees to pay
to Lessee a additional rent any and all increase or increases of premiums on
insurance carried by Lessor on the demised premises, or any part thereof. or on
the building of which the demised premises may be a part, caused in any way by
the occupancy of Lessee.

     (h) Remove, attempt to remove or manifest an intention to remove Lessee's
goods or property from or out of the demised premises otherwise than in the
ordinary and usual course of business, without having first paid and satisfied
Lessor for all rent which may become doe during the entire term of this lease.

     (i) Vacate or dessert said premises during the term of this lease, or
permit the same to be empty and unoccupied.

     Lessee covenants and agrees that Lessor shall have the right to do the
following things and matters in and about the demised premises:

     (a) At all reasonable times by himself or his duly authorized agents to go
upon and inspect the demised premises and every pail thereof, and/or at his
option to make repairs, alterations and additions to the demised premises or the
building of which the demised premises is a part.

     (b) At any time or times and (ram time to time to make such rules and
regulations as in his judgment may from time to time be necessary for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein. Such rules and regulations shall, when noticed thereof a given to
Lessee, form a part of this lease.

     (c) To display a "For Sale" sign at any time, and also, after notice from
either party of intention to determine this lease, or at any time within three
months prior to the expiration of this lease, a "For Rent" sign, or both "For
Rent" and "For Us" signs: and all of said sins shall be placed upon such part of
the premises as Lessor may elect and may contain such matter as Lessor shall
require. Prospective purchasers or tenants authorized by Lessor may inspect the
premise, at reasonable hours at any time.

     (d) The Lessor may discontinue all facilities furnished and services
rendered, or any of them, by Lessor, not expressly covenanted for herein, it
being understood that they constitute no part of the consideration for this
lease.

     (a) Lessee agrees to be responsible for and to relieve and hereby relieves
the Lessor from all liability by reason of any injury or damage to any person or
property in the demised premises, whether belonging to the Lessee or any other
person, caused by any fire, breakage or leakage in any part or portion of the
demised premises, or any part or portion of the building of which the demised
premises is a part, or from water, rain or snow that may leak into, issue or
flow from any part of the said premises, or of the building of which the demised
premises is a part, or from the drains, pipes, or plumbing work of the same, or
from any place or quarter, whether such breakage, leakage, injury or damage be
caused by or result from the negligence of Lessor or his servants or agents or
any person or persons whatsoever.

     (b) Lessee also agrees to be responsible for and to relieve and hereby
relieves Lessor from ail liability by reason of any damage or injury to any
person or thing which may arise from or be due to the use, misuse or abuse of
all or any of the elevators, hatches, openings, stairways, hallways, of any kind
whatsoever, which may exist or hereafter be erected or constructed on the said
premises, or from any kind of injury which may arise from any other cause
whatsoever on the said premises or the building of which the demised premises is
a part, whether such damage, injury, use, misuse or abuse be caused by or result
from the negligence of Lessor, his servants or agents or any other person or
persons whatsoever.

     (a) In the event that the demised premises is totally destroyed or so
damaged by fire or other casually not occurring through fault or negligence of
the Lessee or those employed by or acting for him, that the same cannot be
repaired or restored within a reasonable time, this lease shall absolutely cease
and determine, and the rent shall abate for the balance of the term.

     (b) If the damage caused as above be only partial and such that the
premises can be restored to their then condition within a reasonable time, the
Lessor may, at his option, restore the same with reasonable promptness,
reserving the right to enter upon the demised premises for that purpose. The
Lessor also reserves the right to inter upon the demised premises whenever
necessary to repair damage caused by fire or other casualty to the building of
which the demised premises is a part, even though the effect of such entry be to
render the demised premises of a part thereof untenantable. In either event the
rent shall be apportioned and suspended during the time the Lessor is in
possession, taking into account the proportion of the demised premises rendered
untenantable and chi duration of the Lessor's possession. If a dispute arises as
to the amount of rent due under this clause, Lessee agrees to pay the full
amount claimed by Lessor. Lessee shall, however, have the right to proceed by
law to recover the excess payment, if any.

     (c) Lessor shall make such election to repair the premises or terminate
this lease by giving notice thereof to Lessee at the leased premises within
thirty days from the day Lessor received notice that the demised premises had
been destroyed or damaged by fire or other casualty.

     (d) Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing any
portion of the building the interruption in the use of the premises, or the
termination of this lease by reason of the destruction of the premises.

     (e) The Lessor his let the demised premises in their present condition and
without any representations on' the part of the Lessor, his officers, employees.
servants and/or agents. It is understood and agreed that Lessor is under no duty
to make repairs of alterations at the time of letting or at any time thereafter.

     (f) It is understood and agreed that the Lessor hereof does not warrant or
undertake that the Lessee shall be able to obtain a permit under any Zoning
Ordinance or Regulation for such use as Lessee intends to make of the said
premises, and nothing in this lease contained shell obligate the Lessor to
assist Lessee in obtaining said permits: the Lessee further agrees that in the
event a permit cannot be obtained by Lessee under any Zoning Ordinance or
Regulation, this lease shall not terminate without Lessor's consent. And the
Lessee shall use the premises only in a manner permitted under such Zoning
Ordinance or Regulation.

     (a) No contract entered into or that may be subsequently entered into by
Lessor with Lessee. relative to any alterations. additions, improvements or
repairs, not the failure of Lessor to make such alterations, additions,
improvements or repairs as required by any such contract, nor the making by
Lessor or his agents or contractors of such alterations, additions, improvements
or repairs shall in any way affect the payment of the rent or said other charges
al the time specified in this lease.

     (b) It is hereby expressly agreed and understood that the said
_____________________________ is acting a agent only and shall not in any event
be held liable to the owner or to Lesser (or the fulfillment or non-fulfillment
of any of the terms or conditions of this lease, or for any action or
proceedings that may he taken by the owner against Lessee, or by Lessee against
the owner.

     (c) It is hereby covenanted and agreed. Any law, usage or custom to the
contrary notwithstanding, that Lessor shall have the right as all times to
enforce the covenants and provisions of this lease in strict accordance with the
terms hereof, notwithstanding any conduct or custom on the pert of the Lessor in
refraining from so doing at any time of times: and. further, that the failure of
Lessor at any time or times to enforce his rights under said covenants and
provisions strictly in accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the specific terms. provisions
and covenants of this lease or as having in any way or manner modified the same.

     (d) This lease is granted upon the express condition that Lessee and/or the
occupants of the premises herein leased, shall not conduct themselves in a
manner which the Lessor in his sole opinion may deem improper or objectionable.
and that if al any time during the term of this least-or any extension or
continuation thereof, Lessee or any occupier of the said premises shall have
conducted himself, herself or themselves in a manner which Lessor in his sole
opinion deems improper or objectionable. Lessee shall be taken to have broken
the covenants and conditions of this lease, and Lessor will be entitled to all
of the rights and remedies granted and reserved herein for the Lessee's failure
to observe any of the covenants and conditions of this lease.

     (e) In the event of the failure of Lessee promptly to perform the covenants
of Section 8(b) hereof. Lessor may go upon the demised premises and perform such
covenants, the cost thereof, at the sole option of Lessor, to be charged to
Lessee as additional arid delinquent rent.

     If the Lessee

     (a) Does not pay in full when due any and all installments of rent and/or
any other charge or payment herein reserved, included, or agreed to be treated
or collected as rent and/or any other charge, expense, or cost herein agreed to
be paid by the Lessee; or

     (b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or

     (c) Vacates the demised premises or removes or attempts to remove or
manifests an intention to remove any goods or property therefrom otherwise than
in the ordinary and usual course of business without having first paid and
satisfied the Lessor in full for all rent and other charges then due or that may
thereafter become due until the expiration of the then current term, above
mentioned; or

     (d) Becomes embarrassed or insolvent. or makes an assignment for the
benefit of creditors, or if a petition in bankruptcy it filed by or against the
Lessee, or a bill in equity or other proceeding for the appointment of a
receiver for the Lessee is filed. or if proceedings for reorganization or for
composition with creditors under any State or Federal law be instituted by or
against Lessee, or if the real or personal property of the Lessee shall be told
or levied upon by any Sheriff, Marshall or Constable: _____________________

then and in any or either of said events, there shall be deemed to be a
breach of this lease, and thereupon ipso facto and without entry or other action
by Lessor:

     (1) The rent for the entire unexpired balance of the term of this lease, as
well as all other charges, payments, costs and expenses herein agreed to be paid
by the Lessee, or al the option of Lessor any part thereof, and also all costs
and officers' commissions including watchmen's wages and further including the
five percent chargeable by Act of Assembly to the Lessor, shall, in addition to
any and all installments of rent already due and payable and in arrears and/or
any other charge or payment herein reserved, included or agreed to be treated or
collected a rent, and/or any other charge. expense or cost herein agreed to be
paid by the Lessee which may be due and payable and in arrears, be taken to be
due and payable and in arrears as if by the terms and provisions of this lease.
the whole balance of unpaid rent and other charges, payments, taxes, costs and
expenses were on that date payable in advance: and if this lease or Any part
thereof is assigned, or if the premises or any part thereof is sub-let, Lessee
hereby irrevocably constitutes and appoints Lessor Lessee's agent to collect the
rents due by such assignee or sub-lessee and apply the same to the rent due
hereunder without in any way affecting Lessee's obligation to pay any unpaid
balance of tent due hereunder:


<PAGE>

     (2) This lease and the term hereby ere aced shall determine and become
absolutely void without any right on the put of the Lessee to save the
forfeiture by payment of any sum due or by other performance of any condition.
term or covenant broken: whereupon. Lessor shall be entitled to recover damages
for such breach in an amount equal to the amount of rent reserved for the
balance of the term of this lease, less the fair rental value of the said
demised premises, for the residue or said term.

     In the event of any default a above set forth in Section 14, the Lessor, or
anyone acting on Lessor's behalf, at Lessor's option:

     (a) may without notice or demand enter the demised premixes, breaking open
locked doors if necessary to effect entrance. without liability to action for
prosecution or damages for such entry or for the manner thereof, for the purpose
of distraining or levying and for any other purposes, and take possession of and
sell all goods and chattels at auction. on three days' notice saved in person on
the Lessee or left on the premises, and pay the said Lame out of the proceeds,
and event if the rent be not due and unpaid, should the Lessee at any time
remove or attempt to remove goods and chattels from the premises without leaving
enough thereon to meet the next periodical payment. Lessee authorizes the Lessor
to follow for a period of ninety days after such removal, take possession of and
sell at auction, upon like notice, sufficient of such goods to meet the
proportion of rent accrued at the time of such removal; and the Lessee hereby
releases and discharges the Lessor, and his agents, from all claims, actions,
suits, damages, and penalties, for or by reason or on account of any entry,
distraint, levy, appraisement or sale; and/or

     (b) may enter the premises. and without demand proceed by distress and sale
of the goods there found to levy the rent and/or other charges herein payable as
rent, and all costs and officers' commissions, including watchmen's wages and
sums chargeable to Lessor, and further Including a sum equal to 5% of the amount
of the levy as commissions to the constable or other person making the levy,
shall be paid by the Lessee. and In such ease all costs, officers' commission
and other charges shall immediately attach and become pan of the claim of Lessor
for rent, and any tender of rent without said costs, commission and charges made
after the issue of a warrant of distress shall not be sufficient to satisfy the
claim of the Lessor. Lessee hereby expressly waives In favor of Lesser the
benefit of all laws now made or which may hereafter be made regarding any
limitation a to the goods upon which, or the time within which. distress is to
be made after removal of goods, and further relieves the Lessor of the
obligations of proving or identifying such goods. it being the purpose and
intent of this provision that all goods of Lessee, whether upon the demised
premises or not, shall be liable to distress for rent. Lessee waives in favor of
Lessor all rights under the Act or Assembly or April 6. 1931. P. L. 69. and all
supplements and amendments thereto that have been or may hereafter be passed.
and authorizes the sale of any goods distrained for rent at any time after five
days from said distraint without any appraisement and/or condemnation thereof.

     (c) The Lessee further waives the right to issue a Writ of Replevin under
the Pennsylvania Risks of Civil Procedure, No. 1071 &c. and Laws of the
Commonwealth of Pennsylvania, or under any other law previously enacted and now
in force, or which may be hereafter enacted, for the recovery or any articles,
household goods, furniture, etc., seized under a distress for rent of levy upon
an execution for rent, damages or otherwise; all waivers hereinbefore mentioned
are hereby extended to apply to any such action; and/or

     (d) may lease said premises or any part or parts thereof to such person or
persons a may in Lessor's discretion seem best and the Lessee shall be liable
for any loss of rent for the balance of the then current term.

     If rent and/or any charges hereby reserved as rent shall remain unpaid on
any day when the tame ought to be paid. Lessee hereby empowers any Prothonotary,
Clerk of Court or attorney of any Court of Record to appear for Lessee in any
and all actions which may be brought for rent and/or the charges, payments,
costs and expenses reserved as rent, or agreed to be paid by the Lessee and/or
to sign for Lessee an agreement for entering in any competent Court an amicable
action or actions for the recovery of rent or other charges, payments, cost and
expenses, and in said suits or in said amicable ac. lion or actions to confess
judgment against Lessee for ail or any part of the rent specified in this lease
and then unpaid including. at Lessor's option, the rent for the entire unexpired
balance of the term of this lease, and/or other charges, payments, costs and
expense reserved a rent or agreed to be paid by the Lessee, and for interest and
costs together with any attorney's commission or 5%. Such authority shall not be
exhausted by one exercise thereof, but judgment may be confessed as aforesaid
from time to time as often as any of said rent and/or other charges, payments,
costs end expenses. reserved a rent shall fall due or be in arrears, and such
powers may be exercised as well after the expiration of the original term and/or
during any extension or renewal of this lease.

     When this lease shall be determined by condition broken, either during the
original term of this lease or any renewal or extension thereof, and also when
and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Lessee to file an
agreement for entering in any competent Court an amicable action and judgment in
ejectment against Lessee and all persons claiming under Lessee for the recovery
by Lessor of possession of the herein demised premises. for which this lease
shall be his sufficient warrant, whereupon, if Lessor so desires, a writ of
Execution or of Possession may issue forthwith, without any prior writ or
proceedings whatsoever, and provided that it for any reason after such action
shall have been commenced the tame shall be determined and the possession of the
premises hereby demised remain to or be restored to Lessee, Lessor shat have the
right upon any subsequent default or defaults, or upon the termination of this
lease as hereinbefore set forth, to bring one or more amicable action or actions
as hereinbefore set forth to recover possession of the said premises.

     In any amicable action of ejectment and/or for rent in arrests, Lessor
shall first cause to be filed in such action an affidavit made by him or someone
acting for him setting forth the facts necessary to authorize the entry of
judgment. of which facts such affidavit shall be conclusive evidence and if a
true copy or this lease (and of the truth of the copy such affidavit shall be
sufficient evidence) be filed in such action, it shall not be necessary to file
the original as a warrant of attorney, any rule of Court, custom or practice to
the contrary notwithstanding.

     Lessee expressly agrees that any judgment, order or decree entered against
him by or in any Court or Magistrate by virtue of the powers of attorney
contained in this lease, or otherwise, shall be final, and that he will not take
an appeal, certiorari, writ of error, exception or objection to the same, or
file a motion or rule to strike off or open or to stay execution or the same,
and releases to Lessor and to any and all attorneys who may appear for Lessee
all error: in the said proceedings, and all liability therefor. Lessee expressly
waives the benefits or all laws, now or hereafter in force, exempting any goods
on the demised premises, or elsewhere from distraint, levy or sale in any legal
proceedings taken by the Lessor to enforce any rights under this lease. Lessee
further waives the right of inquisition on any real estate that may be levied
upon to collect any amount which may become due under the terms and condition,
of this lease, and does hereby voluntarily condemn the same and authorizes the
Prothonotary or Clerk of Court to issue a writ of Execution or other process
upon Lessee's voluntary condemnation, and further agrees that the said real
estate may be sold on a Writ of Execution or other process. If proceeding: shall
be commenced by Lessor to recover possession under the Acts of Assembly, either
at the end of the term or sooner termination of this lease, or for nonpayment of
rent or any other reason Lessee specifically waives the right to the three
months' notice and/or the fifteen or thirty days' notice required by the Act of
April 6, 1971. P. L. 69, and agrees that five days' notice shall be sufficient
in either of any other case.

     The right to enter judgment against Lessee and to enforce all of the other
provisions of this lease hereinabove provided for may, et the option of and
assignee or this team, be exercised by any assignee of the Lessor's right, title
and interest in this lease in his, her or their own name, notwithstanding the
fact that any or all assignments or the said right, title and interest may not
be executed and/or witnessed In accordance with the Act of Assembly of May 23
1713.1 Sm. L. 90, and all supplements and amendments thereto that have been or
may hereafter be passed and Lessee hereby expressly waives the requirements of
said Act of Assembly and any and all laws regulating the manna and/or form in
which such assignments shall be executed and witnessed

     All of the remedies hereinbefore given to Lessor and all rights and
remedies given to him by law and equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Lessor or any of his remedies or actions against the Lessee for rent du
al the time or which, under the terms hereof. would in the future become due as
if there has been no determination, or (or any and all sums due at the tins or
which, under the terms hereof, would in the future become due a if there had
been no determination, nor shall the bringing of any action for t rent of breach
of covenant, or the resort to any other remedy herein provided for the recovery
of rent be construed as a waiver of the right to obtain possession of the
premises.

     In the event that the premises demised or any part thereof is taken or
condemned for a public or quasi-public use, this lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemnor, and rent
shall abate in proportion to the square feet of leased space taken or condemned
or shall cease if the entire premises be so taken. In either event the Lessee
waives all claims against the Lessor by reason of the complete or partial taking
of the demised premises, and it is agreed that the Lessee shall not be entitled
to any notice whatsoever of the partial or complete termination or this lease by
reason of the aforesaid.

     This Agreement of Lease and all its terms, covenants and provisions are and
each of them is subject sad subordinate to any lease or other arrangement or
right to possession, under which the Lessor is in control or the demised
premises, to the rights of the owner or owner's of the demised premises and of
the land or buildings or which the demised premises are a part, to all rights of
the Lessor's landlord and to any and all mortgages and other encumbrance: now or
hereafter placed upon the demised premises or upon the land and/or the buildings
containing the same: and Lessee expressly agrees that if Lessor' tenancy,
control, or right to possession shall terminate either by expiration, forfeiture
or otherwise, then this lease shall thereupon immediately terminate and the
Lessee shall, thereupon, give immediate possession; and Lessee hereby waives any
and all claims for damages or otherwise by reason or such termination as
aforesaid.

     It is hereby mutually agreed that either party hereto may terminate this
lease at the end of said term by giving to the other party written notice therof
at least ninety-days are prior thereto, but in default of such notice, this
lease shall continue upon the same terms find condition in force immediately
prior to the expiration of the term hereof as are herein contained for a further
period of one year and so on from year to year unless of until terminated by
either party hereto, giving the written notice for removal previous to
expiration of the then current term; PROVIDED, however, that should this lease
be continued for a further period under the terms hereinabove mentioned, any
allowances given Lessee on the rent during the original term shall not extend
beyond such original term, and further provided, however, that if Lessor shall
have given such written notice prior to the expiration of any term hereby
created, of his intention to change the terms and conditions of this lease, and
Lessee shall not within 10 days from such notice notify Lessor of Lessee's
intention to vacate the demised premises at the end of the then current term,
Lessee shall be considered a Lessee under the terms and conditions mentioned in
such notice for a further term as above provided, or for such further term as
may be stated in such notice. In the event that Lessee shall give notice, as
stipulated in this lease, of intention to vacate the demised premises at the end
of the present term, or any renewal or extension thereof, and shall fail or
refuse so to vacate the same on the date designated by such notice, then it is
expressly agreed that Lessor shall have the option either (a) to disregard the
notice so given as having no effect, in which case all the terms and conditions
of this lease shall continue thereafter with full force precisely as if such
notice had not been given, or (b) Lessor may, at any time within thirty days
after the present term or any renewal or extension thereof, as aforesaid, give
the said Lessee ten days' written notice of his intention to terminate the said
lease; whereupon the Lessee expressly agrees to vacate said premises at the
expiration of the said period of ten days specified in said notice. All powers
granted to Lessor by this lease may be exercised and all obligations imposed
upon Lessee by this lease shall be performed by Lessee as well during any
extension of the original term of this lease a during the original term itself.

     All notices required to be given by Lessor to Laser shall be sufficiently
given by leaving the same upon the demised premises. but notices given by Lessee
to Lessor must be given by registered mail, and as against Lessor the only
admissible evidence that notice has been given by Lessee shall be a registry
return receipt signed by Lessor or his agent.

     It is expressly understood and agreed by and between the parties hereto
that this lease and the riders attached hereto and forming a part hereof set
forth all the promises, agreements, conditions and understandings between
Lessor or his as Agents and Lessee relative to the demised premises, and that
there are no promises, agreements, conditions or understandings, either oral or
written, between them other than are herein set forth. It is further understood
and agreed that, except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this lease shall be binding upon Lessor or
Lessee unless reduced to writing and signed by them.



<PAGE>


     All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several and respective heirs,
executors, administrators, successors and assigns of said parties and if there
shall be more than one Lessee. they shall all be bound jointly and severally by
the terms. covenants and agreements herein. and the word "Lessee" shall be
deemed and taken to mean each and every person or party mentioned u a Lessee
herein, be the same one or more: and if there shall be more than one Lessee. any
notice required or permitted by the terms of this lease may be given by or to
any one thereof, and shall have the same force and effect as if given by or to
all thereof. The words "his" and "him" wherever stated herein shall be deemed to
refer to the "Lessor" and "Lessee" whether such Lessor or Lessee be singular or
plural and irrespective of fender. No rights, however, shall inure to the
benefit of any assignee of Lessee unless the assignment to such assignee has
been approved by Lessor in writing as aforesaid.

     Lessee shall, upon execution hereof deposit with Lessor as security for the
performance of all the terms, covenants, and conditions of this lease, the sum
of one Month's rent. This deposit is to be retained by Lessor until the
expiration of this least and shall be returnable to Lessee provided that (1)
premises have been vacated; (2) Lessor shall have inspected the premises after
such vacation; and (3) Lessee shall have complied with all the terms, covenants
and conditions of this lease, in which event the deposit to paid hereunder shall
be returned to Lessee: otherwise, said sum deposited hereunder or any part
thereof may be retained by Lessor at his option, as liquidated damages, or may
be applied by Lessor against any actual loss, damage or injury chargeable to
Lessee hereunder or otherwise. if Lessor determines that such loss, damage or
injury exceeds said sum deposited, Lessor's determination of the amount, if any,
to be returned to Lessee shall be final. It is understood that the said deposit
is not to be considered as the last rental due under the lease.

     Any headings preceding the text of the several paragraphs and subparagraphs
hereof are inserted solely for convenience of reference and shall nor constitute
a pats of this (case, nor shall they affect its meaning, construction or effect.


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed these presents the day and
year first above written, and intend to be legally bound thereby.



SEALED AND DELIVERED
IN THE PRESENCE OF:


PHILADELPHIA UNITED CDC               UNITED BANK OF PHILADELPHIA
                                                                  (AGENT)

By: /s/ Tracey Carter                 By: /s/ Brenda M. Hudson-Nelson
    Tracey Carter, President              Brenda M. Hudson-Nelson
                                          Vice President


                                                            [ seal ]




FOR VALUE RECEIVED ___________________________________ hereby assign, transfer
and set over unto ___________________________________ Executors, Administrators,
Successors and Assigns, all ______ right, title and interest in the within
_____________ and all benefit and advantage to be derived therefrom.


Witness ________ hand and seal this ________________ day of
_____________________ A.D. 19____


SEALED AND DELIVERED
  IN PRESENCE OF