AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     AMENDMENT NO. 1 TO EMPLOYMENT  AGREEMENT  (this  "Amendment"),  dated as of
April  19,  1999,  by  and  between  MILESTONE  PROPERTIES,   INC.,  a  Delaware
corporation (the "Company"), and ROBERT A. MANDOR (the "Executive").
                                                W I T N E S S E T H

         WHEREAS,  the Executive is currently serving as the President and Chief
Financial Officer of the Company pursuant to that certain Employment  Agreement,
dated as of January 1, 1999, by and between the Company and the  Executive  (the
"Employment Agreement");

WHEREAS,  the Executive has assumed additional duties and  responsibilities  not
anticipated  to be  performed  by the  Executive  at  the  time  the  Employment
Agreement was entered into;

WHEREAS, the Board of Directors of the Company (the "Board") has determined that
the  Executive's  base salary should be increased as a result of such additional
duties and responsibilities and such increase in salary requires an amendment to
the Employment Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Section 2.1 is hereby deleted in its entirety, and a new Section 2.1 shall be
inserted in lieu thereof to read as follows:

                           2.1 Base Salary. During the Term, the Executive shall
                           receive  a base  salary  subject  to  adjustments  as
                           hereinafter  provided  (the  "Base  Salary")  at  the
                           annual rate of $407,887.  During the Term, the Board,
                           or an appropriate committee thereof,  shall review no
                           less frequently than annually and at such other times
                           as the Board or committee thereof deems  appropriate,
                           the Base Salary  payable to the  Executive and adjust
                           the same in its sole discretion;  provided,  however,
                           that the Base Salary at any time may not be less than
                           $407,887  per  annum.   In  connection   with  making
                           adjustments  to the Base  Salary as  provided  for in
                           this  Section  2.1,  the  Board,  or  an  appropriate
                           committee thereof, will consider the contributions of
                           the  Executive to the Company's  efficiency,  growth,
                           productivity and profitability,  the expansion of the
                           Executive's   duties,   if  any,  the  level  of  the
                           Executive's responsibilities,  the Executive's tenure
                           with the Company,


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                    and such  other  factors  as they  deem  relevant.  The Base
                    Salary shall be payable in substantially  equal installments
                    consistent  with  the  Company's  normal  payroll  schedule,
                    subject to applicable withholding and other taxes.

     2. The Employment Agreement is, and shall continue to be, in full force and
effect,  except as  otherwise  provided  in this  Amendment  and except that all
references to the  Employment  Agreement set forth in the  Employment  Agreement
shall mean the Employment Agreement, as amended by this Amendment.

3. This Amendment shall be effective as of the date hereof.

4. This  Amendment  may be executed in one or more  counterparts,  each of which
shall be deemed an original and all of which taken together shall constitute one
and the same amendment.  

IN WITNESS WHEROF,  this Amendment has been duly signed
by the parties hereto as of the day and year first above written.

                                                    MILESTONE PROPERTIES, INC.




                                              By  /s/  Joseph P Otto

                                                  Joseph P. Otto, Vice President





                                                  /s/ Robert Mandor
                                                  Robert A. Mandor