EXHIBIT 10.13


                                  OFFICE LEASE


         THIS LEASE is made and entered into this 1 st day of September, 1996 by
and between FIRST LEHIGH BANK, a Pennsylvania banking corporation, hereinafter
referred to as "Lessor", and ERA PARTNERS GROUP, INC., A Pennsylvania
professional corporation, hereinafter referred to as "Lessee".



                              W I T N E S S E T H:


         WHEREAS, Pond Associates, a Pennsylvania limited partnership,
hereinafter referred to as "Owner", is the owner of the real estate and office
building know as Lot #9, Winchester Plaza, South Whitehall Township, Lehigh
County, Pennsylvania. The aforesaid real estate and office building erected
thereon is hereinafter referred to as the "Premises";

         WHEREAS, the Lessor herein has leased the Premises from Owner pursuant
to a lease bearing even date herewith; and

         WHEREAS, Lessor desires to sublease a portion of the Premises to Lessee
and Lessee desires to lease a portion of the Premises from Lessor.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Lease, and other good and valuable


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consideration, Lessor leases to Lessee, and Lessee leases from Lessor, the
Premises according to the following terms and conditions:


                     ARTICLE 1 - DESCRIPTION OF RENTAL SPACE

     The premises subject to this lease shall consist of those areas described
in Exhibit "A" attached hereto. The aforesaid portion of the Premises shall be
hereinafter referred to as the "Rental Space".

                                ARTICLE 2 - TERM

     2.1 Lease Term. The term of this lease shall be four (4) years commencing
on September 1, 1996, and ending on July 1, 2000, unless sooner terminated or
extended as provided in this Lease.

     2.2 Holdover. If Lessee holds over and continues in possession of the
Rental Space after expiration of the term of this Lease or any extension of that
term, other than as provided in herein, Lessee will be deemed to be occupying
the Rental Space on the basis of a month-to-month tenancy, subject to all of the
terms and conditions of this Lease.


                                 ARTICLE 3. RENT

     3.1 Basic Rent. Lessee will pay to Lessor the sum of Sixteen Thousand Nine
Hundred Thirty One and 00/100 Dollars



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($16,931.00) per year for the first(1) year of the initial term. Lessee
will pay to Lessor the sum of Seventeen Thousand Nine Hundred Fifty-two Dollars
($17,952.00) for the second year of the initial term. Lessee will pay to Lessor
the sum of Eighteen Thousand Nine Hundred Seventy-three and 00/100 Dollars
($18,973.00) per year for the 3rd year of the initial term. Lessee will pay to
Lessor the sum of Nineteen Thousand Nine Hundred Ninety Four Dollars
($19,994.00) for the 4th year of the initial term. It is acknowledged that
included in the Rental Space is 600 sq. feet. All rents shall be paid in twelve
(12) equal monthly installments, in advance, on the first day of each month.
This will be known as the "basic rent." Rent for any fractional month at the
beginning or end of the Lease term shall be pro rated on a per diem basis.


                         ARTICLE 4. USE OF RENTAL SPACE

     4.1 Permitted Use. Lessee will use the Rental Space only for proper
purposes, which uses shall be limited to use as a Real Estate Office or other
office uses.

     4.2 Insurance Hazards. Lessee shall not use the Rental Space nor permit it
to be used in any manner that will cause a cancellation of, or an increase in
the existing rates for, fire,



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liability, or other insurance policies insuring the Lessor for any liability in
connection with ownership of the Premises.

     4.3 Waste, Nuisance, or Illegal Uses. Lessee shall not use the Rental Space
or permit it to be used in any manner that results in waste of the Rental Space
or Premises or constitutes nuisance. Lessee shall not use the Rental Space or
permit it to be used for any illegal purpose. Lessee at its own expense will
comply, and will cause its officers, employees, agents, and invitees to comply,
with all applicable laws and ordinances, and with all applicable rules and
regulation of governmental agencies concerning the use of the Premises.


                 ARTICLE 5. SERVICES, MAINTENANCE, AND SURRENDER

     5.1 Use of Common Areas. Elevators, stairs, hallways, lobbies, parking
lots, walkways and all other common areas of the Premises are for the joint use
of all Tenants of the Premises. Lessee and its officers, employees, agents, and
invitees will use such common areas in a reasonable, orderly, and sanitary
manner in cooperation with all other Tenants and their officers, employees,
agents, and invitees.

     5.2 Services and Maintenance by Lessor. So long as Lessee is not in default
under the terms of this Lease, Lessor shall furnish



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the Premises with the following services and maintenance at Lessor's sole
expense and shall pay all expenses incurred in the operation and maintenance of
the building when due:

          (a) Heat and Air Conditioning. Heat and air conditioning from every
     day during the customary periods of the year when such are necessary.
     Lessee shall be responsible to pay their expense of the monthly heating and
     air conditioning costs.

          (b) Elevators. Elevator service for the use of Lessee and the invitees
     of Lessees and occupants.

          (c) Electricity. Electric service for lighting and ordinary business
     appliances. Lessee shall be responsible to pay their expense of the monthly
     electrical costs.

          (d) Fire Sprinkling System. A fire sprinkling system.

          (e) Janitorial Service. Usual janitorial and maintenance service,
     including sweeping and waxing of floors, removal of trash and garbage and
     cleaning of windows, for and in the Rental Space at Lessee's expense.

          (f) Water. Hot and cold water for lavatory and drinking purposes.
     Lessee shall be responsible to pay a proportionate share of the monthly
     water and sewer charges based on an equitable percentage to be subsequently
     agreed upon by Lessor and Lessee.



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          (g) Insurance. Lessor will maintain fire and casualty insurance on the
     Premises.

     5.3 Curtailment or Interruption of Service. Lessor reserves the right to
interrupt, curtail, or suspend the provision of any utility service to which
Lessee may be entitled when necessary by reason of accident or emergency or for
repairs, alterations, or improvements that Lessor deems desirable or necessary,
or due to difficulty in obtaining supplies or labor or for any other cause
beyond the reasonable control of Lessor. The work of such repairs, alterations,
or improvements shall be made with reasonable diligence. Lessor shall in no
respect be liable for any failure of the utility companies or governmental
authorities to supply utility services to Lessee or for any limitation of supply
resulting from governmental order or directives. Lessee shall claim no
diminution or abatement of rent, nor damages, by reason of such interruption,
curtailment, or suspension, nor shall this Lease or any of Lessee's obligations
by reduced or affected.

     5.4 Maintenance and Surrender by Lessee. Lessee shall maintain the Rental
Space throughout the Lease term, and keep them free from waste or nuisance. Upon
termination of the Lease, Lessee shall deliver the Rental Space in as good a
condition and state of repair as it was at the time Lessor delivered possession
to Lessee,



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except for reasonable wear and tear and damage by fire, flood or other casualty.
In the event Lessee should neglect to reasonably maintain the Rental Space,
Lessor shall have the right, but not the obligation, to cause repairs or
corrections to be made, and any reasonable costs incurred for such repairs or
corrections for which Lessee is responsible under this Paragraph shall be
payable by Lessee to Lessor as additional rent on the next rent installment
date.

     5.5 Consideration for Other Tenants. Lessee will conduct itself, and will
cause its officers, employees, agents, and invitees to conduct themselves, with
full regard for the rights, convenience, and welfare of all other Tenants in the
Premises.


                                ARTICLE 6. TAXES

     6.1 Personal Property Taxes. Lessee shall be liable for all taxes levied or
assessed against personal property, furniture or fixtures placed by Lessee in or
on the Rental Space. If any such taxes for which Lessee is liable are levied or
assessed against Lessor or Lessor's property, and if Lessor elects to pay them,
or if the assessed value of Lessor's property is increased by inclusion of
personal property, furniture, or fixtures placed by Lessee in the Rental Space,
and Lessor elects to pay the taxes



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based on such increase, Lessee shall pay to Lessor on demand that part of the
taxes for which Lessee is primarily liable under this Article.


                       ARTICLE 7. ALTERATIONS, ADDITIONS,
                           IMPROVEMENTS, AND FIXTURES

     7.1. Consent of Lessor. Lessee shall not make any alterations, additions,
or improvements to the Rental Space without the prior written consent of Lessor.
Consent for nonstructural alterations, additions, or improvements shall not be
unreasonable withheld by Lessor. Lessor agrees that it is responsible to provide
the building shell; heating, ventilation and air conditioning system throughout
the Rental Space; plumbing connections to main bathrooms and basic bathroom
fixtures and construction of main bathrooms similar to those on the third floor
of the Building; and construction and finishing of all common areas.

     7.2 Property of Lessor. All alterations, additions, or improvements made by
Lessee shall become the property of Lessor at the termination of this lease.

     7.3 Trade Fixtures. Lessee has the right at all times to erect or install
furniture and fixtures, provided that Lessee complies with all applicable
governmental laws, ordinances, and



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regulations. Lessee shall have the right to remove such items at the termination
of this Lease, provided Lessee is not in default at that time and the fixtures
can be removed without structural damage to the Rental Space. Prior to the
termination of this Lease, Lessee must repair any damage to the Rental Space.
Prior to the termination of this Lease, Lessee must repair any damage caused by
removal of any fixtures. Any furniture or fixtures that have not been removed by
Lessee at the termination of this Lease shall be deemed abandoned by Lessee and
shall automatically become the property of Lessor.

                        ARTICLE 8. DAMAGE OR DESTRUCTION

     8.1 Notice to Lessor. If the Rental Space or any structures or improvements
on the Premises should be damaged or destroyed by fire, flood, or other
casualty, Lessee shall give immediate written notice of the damage or
destruction to Lessor, including a description of the damage and, as far as
known to Lessee, the cause of the damage.

     8.2 Total Destruction. If the Rental Space are totally destroyed by fire,
flood, or other casualty, or if the Premises should be so damaged by such a
cause that rebuilding or repairs cannot be completed within sixty (60) working
days, this Lease shall at the option of either Lessee or Lessor terminate, and
rent



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shall be abated for the unexpired portion of this Lease, effective as of the
date of written notification.

     8.3 Partial Destruction. If the Rental Space or Premises are damaged by
fire, flood, or other casualty but not to such an extend that rebuilding or
repairs cannot reasonably be completed within sixty (60) working days, this
Lease shall not be terminated except as provided in Sub-paragraphs (a) and (b).

          (a) If the partial destruction of the Rental Space occurs prior to the
     final twelve months of the Lease term (which shall include any exercised
     option to extend). Lessor shall, at its sole cost and risk, proceed
     immediately to rebuild or repair the damaged buildings and improvements to
     substantially the condition in which they existed prior to such damage. If
     the Rental Space is untenantable in whole or in part following such damage,
     the rent payable during the period in which it is untenantable shall be
     adjusted equitably. In the event that Lessor should fail to complete such
     rebuilding or repairs within sixty (60) working days from the date of
     written notification by Lessee to Lessor of the occurrence of the damage,
     Lessee may terminate this Lease by written notification to Lessor. On such
     notification, all rights and obligations under this Lease shall cease.



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          (b) If partial destruction of the Rental Space occurs in the final
     twelve (12) months of the Lease term (which shall include any exercised
     options to extend), Lessor need not rebuild or repair the Rental Space. If
     Lessor elects not to rebuild or repair the Rental Space and the Rental
     Space is untenantable in whole or in part following such damage, Lessee may
     elect to terminate the Lease or to continue the Lease with the rent for the
     remainder of the Lease period adjusted equitably.


                             ARTICLE 9. CONDEMNATION

     9.1 Total Condemnation. If the whole of the Premises shall be taken by any
public or quasi public authority under the power of eminent domain,
condemnation, or expropriation or in the event of a conveyance in lieu thereof,
then this Lease shall terminate on that date and Lessee shall have no claim
against Lessor or the condemning authority for the value of the unexpired term
of this Lease.

     9.2 Partial Condemnation. If any part of the Premises shall be so taken or
conveyed and if such partial taking or conveyance shall render the Rental Space
unsuitable for the business of the Lessee, then the term of this Lease shall
cease and terminate as of the date on which possession of the Rental Space is



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required to be surrendered to the condemning authority. Lessee shall have no
claim against Lessor or the condemning authority for the value of any unexpired
portion of this Lease. In the event such partial taking or conveyance is not
extensive enough to render the Rental Space unsuitable for the business of
Lessee, this Lease shall continue in full force and effect except that the rent
shall be adjusted equitably during the unexpired portion of the Lease.

     9.3 Lessor's Damages. In the event of any condemnation or taking, whether
whole or partial, the Lessee shall not be entitled to any part of the award.
Lessee hereby expressly waives any right or claim to any part of such amount and
assigns to Lessor any such right or claim to which Lessee might become entitled.

     9.4 Lessee's Damages. Although all damages in the event of any condemnation
are to belong to the Lessor, Lessee shall have the right, to the extent that it
shall not diminish the Lessor's award, to claim and recover from the condemning
authority, such compensation as may be separately awarded or recoverable by
Lessee under the Eminent Domain Code in Lessee's own right for or on account of,
and limited solely to, any cost to which Lessee might be put in removing
Lessee's merchandise, furniture, fixtures, leasehold improvements, and
equipment.




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                        ARTICLE 10. RULES AND REGULATIONS

     10.1 Lessee and Lessee's officers, employees, agents, and invitees will
comply fully with all of the rules and regulations of the Premises and related
facilities as published by the Lessor and Owner from time to time. Lessor shall
at all times have the right to make reasonable changes, additions or deletions
to these rules and regulations for the purpose of ensuring or enhancing the
safety, care, cleanliness, maintenance, or preservation of the Premises and
related facilities and Premises, as well as for the purpose of preserving good
order in and at Premises. Lessee and its officers, employees, agents, and
invitees will be bound by any such changes, additions, or deletions to the rules
and regulations on receipt by Lessee of written notice from Lessor setting forth
the changes, additions, or deletions. Lessee shall be responsible for the
compliance of its officers, employees, and invitees with all such rules and
regulations.


                        ARTICLE 11. INSPECTION BY LESSOR

     11.1 Lessor and its agents, employees, and representatives shall have the
right to enter the Rental Space at all reasonable hours, whether or not during
normal business hours, for purposes of inspection, cleaning, maintenance,
repairs, alterations, or



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additions as Lessor may deem necessary (but Lessor assumes no obligation to make
repairs in the Rental Space except as expressly provided in this Lease), or to
show the Rental Space to prospective Lessees, purchasers, or lenders. Lessee
shall not be entitled to any abatement or reduction of rent by reason of the
entry of Lessor or any of its officers, agents, representatives, or employees
pursuant to this article, nor shall such entry be deemed an actual or
constructive eviction.


                          ARTICLE 12. MECHANICS' LIENS

     12.1 The Lessee shall not cause or permit any mechanics liens to be filed
at any time against the Premises or any part of the Premises in connection with
any work done by it or caused to be done by it. If any such lien should be
filed, the Lessee shall promptly cause it to be discharged of record by payment,
deposit, bond, order of court, or otherwise.

                              ARTICLE 13. INDEMNITY

     13.1 Lessee agrees to indemnify and hold Lessor and Owner harmless against
any and all claims, demands, damages, costs, and expenses, including reasonable
attorneys' fees for the defense of such claims and demands arising from the
conduct or management of Lessee's business on the Premises or its use of the
Rental Space, or from any breach on the part of Lessee of any conditions of this



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Lease, or from any act or negligence of Lessee, its officers, agents,
contractors, employees, sublessees, or invitees in or about the Premises. In
case of any action or proceeding brought against Lessor by reason of any such
claim, Lessee, on notice from Lessor, agrees to defend the action or proceeding.


                       ARTICLE 14. ASSIGNMENT AND SUBLEASE

     14.1 Assignment and Subletting by Lessee. Lessee shall not have the right
to further assign this Lease or further sublet the Rental Space without the
prior written approval of Lessor. Any further assignment or subleasing shall not
relieve Lessee from its liability under the terms and conditions of this Lease,
and any assignee of Lessee shall be bound unconditionally by and perform all of
the obligations of Lessee under this Lease.

     14.2 Assignment of Lessor. Lessor is expressly given the right to assign
any or all of its interest under the terms of this Lease.


                               ARTICLE 15. DEFAULT

     15.1 Lessee's Default. Each of the following events shall be deemed to be
events of default by Lessee under this Lease:

          (a) Lessee fails to pay any installment of rent due under this Lease
     and the failure continues for a period of fifteen



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     (15) days. Notwithstanding the fact that Lessee cures arrearages in
     rent, if such default and curing occur three (3) times within a one (1)
     year period, such defaults will be deemed deliberate and not curable on the
     last occasion thereof.

          (b) Lessee fails to comply with any term, provision, or covenant of
     this Lease, other than the payment of rent, and does not cure the failure
     within thirty (30) days after written notice of the failure to Lessee.

          (c) Lessee makes an assignment for the benefit of creditors.

          (d) Lessee deserts or vacates any substantial portion of the Rental
     space for a period of thirty (30) or more days.

     15.2 Remedies for Default. On the occurrence of any event of default
specified herein, Lessor shall have the option to pursue any one or more of the
following remedies:

          (a) Lessor may terminate this Lease after at least fifteen (15) days'
     written notice, in which event Lessee shall immediately surrender the
     Rental Space to Lessor. Lessor may, without prejudice to any other remedy
     that it may have for possession or arrearages in rent, enter on and take
     possession of the Rental Space and remove all persons and property without
     being deemed guilty of any manner of trespass, and may



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     relet the Rental Space, or any part of the Rental Space, for all or
     any part of the remainder of the Lease term to a party satisfactory to
     Lessor at such monthly rental as Lessor, with reasonable diligence, is able
     to secure. Lessee agrees to pay Lessor on demand the amount of all loss and
     damage that lessor suffers by reason of such termination, whether through
     inability to relet the Rental Space on satisfactory terms or otherwise.

          (b) Lessor may enter on and take possession of the Rental Space, after
     at least fifteen (15) days' written notice, and relet the Rental Space for
     the benefit of Lessee on such terms as Lessor deems advisable, and receive
     the rent for the reletting. Lessee agrees to pay Lessor on demand any
     deficiency that may arise by reason of such reletting. (c) Lessor may enter
     on the Rental Space, without being liable for prosecution or any claim for
     damages for such entry, and do whatever Lessee is obligated to do under the
     terms of this Lese to correct the default. Lessee agrees to reimburse
     Lessor on demand for any expenses that Lessor may incur in effecting
     compliance with Lessee's obligations under this Lease in this manner, and
     Lessee further agrees that Lessor shall not be liable for any damages
     resulting to Lessee



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     from such action. No re-entry or taking possession of the Rental Space
     by Lessor shall be construed as an election on its part to terminate this
     Lease, unless written notice of such intention be given to Lessee.
     Notwithstanding any such reletting or reentry or taking possession, Lessor
     may at any time thereafter elect to terminate this Lease for a previous
     default. The loss or damage that Lessor may suffer by reason of termination
     of this Lease, or the deficiency from any reletting as provided for above,
     shall include the expense of repossession. 15.3 Lessor's Default. If Lessor
     defaults in the performance of any term, covenant, or condition required to
     be performed by it under this agreement, Lessee may elect to do either one
     of the following:

          (a) After not less than fifteen (15) days' notice to Lessor, Lessee
     may remedy such default by any necessary action and, in connection with
     such remedy, may pay expenses and employ counsel. All sums expended of
     obligations incurred by Lessee in connection with remedying Lessor's
     default shall be paid by Lessor to Lessee on demand and, on failure of such
     reimbursement, Lessee may, in addition to any other right or remedy that
     Lessee may have, deduct these costs and expenses



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     from rent subsequently becoming due under this Lease.

          (b) Lessee may terminate this Lease by giving at least fifteen (15)
     days' notice to Lessor of such intention. In the event Lessee elects this
     option, the Lease will be terminated on the date designated in Lessee's
     notice, unless Lessor has cured the default prior to expiration of the
     fifteen (15) day period.

     15.4 Cumulative Remedies. Pursuit of any of the remedies provided in this
Lease by either Lessor or Lessee shall not preclude pursuit of any of the other
remedies provided in this Lease or by law. Pursuit of any remedy provided in
this Lease or by law by either party shall not constitute a forfeiture or waiver
of any damages accruing to either party by reason of the violation of any of the
terms, provisions, and covenants contained in this Lease. Nor shall pursuit of
any remedies provided in this Lease by Lessor constitute a waiver or forfeiture
of any rent due to Lessor under this Lease.

     15.5 Waiver of Default. No waiver by either party of any default or
violation or breach of any of the terms, provisions, or covenants contained in
this Lease shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions, and covenants of the Lease.
Forbearance by



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either party to enforce one or more of the remedies provided in this Lease or by
law on an event of default shall not be deemed or construed to constitute a
waiver of such default. Lessor's acceptance of rent following an event of
default under this Lease shall not be construed as Lessor's waiver of the
default.

     15.6 Surrender of Rental Space. Nothing done by Lessor or its agents during
the Lease term shall be deemed an acceptance of a surrender of the Rental Space,
and no agreement to accept a surrender the Rental Space shall be valid unless in
writing and subscribed by Lessor.



                            ARTICLE 16. MISCELLANEOUS

     16.1 Mortgages. Lessee accepts this Lease subject to any deeds of trust,
security interests, or mortgages that might now or later constitute a lien on
the Premises. Lessee must, on demand, execute any instruments, releases, or
other documents that are required by any mortgagee for the purpose of subjection
and subordinating this Lease to the lien of any such deed of trust, security
interest, or mortgage constitute a lien on the Building or improvements in the
Building or the Premises, Lessor has the right to waive the applicability of
this Paragraph so that this Lease will not be subject and subordinate to any
such deed of trust,



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security interest, or mortgage. Lessor agrees that it shall require that any
mortgagee execute a non-disturbance and attornment agreement with respect to the
Rental Space.

     16.2 Notices of Addresses. All notices to be given under this agreement
shall be given by certified mail or registered mail, addressed to the property
party, at the following addresses:

LESSOR:     FIRST LEHIGH BANK
            1620 POND ROAD SUITE 300
            ALLENTOWN, PA 18104-2255
            ATTN:  GEORGE M. BALTOZER, EVP

LESSEE:     ERA PARTNERS GROUP, INC.
            1620 POND ROAD SUITE 101
            ALLENTOWN, PA 18104-2255

     Either party may change the address to which notices are to be sent by
giving the other party notice of the new address in the manner provided in this
Paragraph.

     16.3 Binding Successors and Assigns. All rights and liability given to, or
imposed on, the respective parties to this Lease shall extend to and bind the
several respective successors and assigns of the parties when otherwise
permitted by this Lease.

     16.4 Reasonableness. In all instances where Lessor's or Lessee's consent,
permission, or approval is required, the same shall not be unreasonably refused,
withheld, or delayed.

     16.5 Pennsylvania Law to Apply. This Lease shall be governed


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by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.  All obligations of the parties created by this
agreement are performable in Lehigh County, Pennsylvania, which
county shall be the proper forum in which to litigate any issues
arising under this lease.

     16.6 Legal Construction. In the event any one or more of the provisions
contained in this agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions of the agreement, and
this agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been included in the agreement.

     16.7 Amendment. No amendment, modification, or alteration of the terms of
this Lease shall be binding unless in writing, dated subsequent to the date of
this Lease, and duly executed by the Lessor and Lessee.

     16.8 Attorney's Fees and Costs. If at any time during the term of this
Lease either Lessor or Lessee shall institute any action or proceeding against
the other relating to the provisions of this Lease, or any default of this
Lease, then the unsuccessful party shall reimburse the successful party for
reasonable attorney's fees and expenses incurred to enforce the Lease.



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     16.9 Unavoidable Delay. Neither Lessor nor Lessee shall be required to
perform any term, condition, or covenant in this Lease so long as such
performance is hindered or prevented by unavoidable delays. For purposes of this
Paragraph, unavoidable delays shall be defined as natural disasters; strikes,
lockouts or labor disputes; government regulations, restrictions, or controls;
enemy or hostile government action; civil riot; fire, floods, or nuclear
accident; or any other cause not reasonably within the control of Lessor or
Lessee and that by the exercise of due diligence Lessor or a Lessee is unable,
wholly or in part, to prevent or overcome.

     16.10 The undersigned Lessor and Lessee execute this agreement on September
1,1996, at Allentown, Lehigh County, Pennsylvania.

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                                   EXHIBIT "A"



Description of Rental Space:

1621 square feet of space on the first floor of the building as specifically
designated by Lessor consisting as of the date of this Lease of 1621 square feet
of improved space.




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                                   EXHIBIT "B"


A.   Gross leasable space as per agreement is 1621 square feet, which includes
     600 square feet previously known as "Common Area".

B.   Year one (1) of Lease
     (1)  1021 sq. ft. @ 11.00 per sq. ft. = $11,231.00 per year or $935.92
          per month.

     (2)  600 sq. ft. @ $9.50 per sq. ft. = $5,700.00 per year or $475.00
          per month.

C.   Year two (2) of Lease
     (1)  1021 sq. ft. @ $12.00 per sq. ft. = $12,252.00 per year or $1,021.00
          per month.

     (2)  600 sq. ft. @ $9.50 per sq. ft. = $5,700.00 per year or $475.00
          per month.

D.   Year three (3) of Lease
     (1)  1021 sq. ft. @ $13.00 per sq. ft. = $13,273.00 per year or $1,106.09
          per month.

     (2)  600 sq. ft. @ $9.50 per sq. ft. = $5,700.00 per year or $475.00
          per month.

E.   Year four (4) of Lease
     (1)  1021 sq. ft. @ $14.00 per sq. ft. = $14,294.00 per year or $1,191.17
          per month.

     (2)  600 sq. ft. @ $9.50 per sq. ft. = $5,700.00 per year or $475.00
          per month.




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                                     SUMMARY

A.   Year One (1)
     Total yearly    =     $16,931.00      -   Monthly      $1,410.92

B.   Year Two (2)
     Total yearly    =     $17,952.00      -   Monthly      $1,496.00

C.   Year Three (3)
     Total yearly    =     $18,973.08      -   Monthly      $1,581.09

D.   Year Four (4)
     Total yearly    =     $19,994.00      -   Monthly      $1,666.17



                                   EXHIBIT "C"




                                   RENOVATIONS

A.   Lessor agrees to pay a maximum of $8,500.00 for renovations to the
     rental space contained in this lease.

B.   Lessor shall approve all plans and specifications prior to commencing
     renovations.

C.   All permits, inspections, insurance and workmanship shall be the sole
     responsibility of the lessee.

<PAGE>


     IN WITNESS WHEREOF, the parties have executed this lease on the date first
written. ** (Addendum to Lease)

                                     LESSOR
                                     FIRST LEHIGH BANK


                                      By:/s/ George M. Baltozer
                                             __________________________________
                                             GEORGE M. BALTOZER
                                             EXECUTIVE VICE PRESIDENT


                                      LESSEE
                                      ERA PARTNERS GROUP, INC.

________________________________      BY: /s/__________________________________
/s/                                          PRESIDENT
Attest

                                      BY: /s/__________________________________
/s/                                          SECRETARY


                                      BY: /s/__________________________________
/s/                                          TREASURER

** Addendum to Lease

This Lease term begins as of the date that all work is completely finished and
all Township approvals have been met and an occupancy permit has been signed by
South Whitehall Township. This addendum overrides any other start dates that may
be contained in this agreement.


**  Addendum to Lease

This lease term will commence as of the date all approvals have been received
and work completed, or any space that is occupied within the lease agreement
area; however, no later than October 15, 1996. This addendum overrides the above
addendum that is contained in this agreement.


<PAGE>


                                     CONSENT

     The Owner of the Premises, Pond Associates, hereby consents to this
Sub-Lease between FIRST LEHIGH BANK and ERA PARTNERS GROUP, INC.




                                                POND ASSOCIATES


August 22, 1996                                 By:      /s/ Wilbur R. Roat
----------------------------------------                     ------------------
Date