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 HARVEY SHORE (the "Executive").

                                                W I T N E S S E T H

         WHEREAS,  the  Executive is currently  serving as the  Secretary  and a
Senior  Vice  President  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  $177,184.34.  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  $177,184.34  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/ Robert A Mandor
                                                   Robert A. Mandor, President



                                                   /s/ Harvey Shore     
                                                   Harvey Shore