LEASE



                            455 OFFICE ASSOCIATES LP
                            ------------------------

                                  ("LANDLORD")

                               WHIRLWIND MARKETING

                                   ("TENANT")





<PAGE>
<TABLE>
<CAPTION>

                                   TERM SHEET
                                   ----------

<S>      <C>                                <C>                                        <C>
1.       Date of Lease:                     October 20, 2000

2.       Landlord:                          455 Office Associates LP

3.       Building:                          455 Pennsylvania Avenue

4.       Tenant:                            Whirlwind Marketing        , a

5.       Premises:                          5535 Rentable Square Feet/Suite 200

6.       Scheduled Commencement Date:       November 1, 2000

7.       Term of Lease:                     60 months (5 Years)

8.       Base Rent:                         Time Period                                 Net Monthly Rent
                                            -----------                                 ----------------
                                            November 1, 2000-October 31, 2001           $8763.75     +
                                            November 1, 2001-October 31, 2002           $9225.00     +
                                            November 1, 2002-October 31, 2003           $9686.25     +
                                            November 1, 2003-October 31, 2004           $9976.84     +
                                            November 1, 2004-October 31, 2005           $1.0272.04   +



                                                        (All above Rental Rates are net of Electric & Camm charges)

(B) Full Service Rate:     Year 1=$19.00 per sq. ft/Year 2=$20.00 per sq. ft/Year 3=$21.00 .per square foot
                           Year 4=$21.63 per sq. ft/Year 5=$22.27 per sq. ft)

9.       Security Deposit:                  ($8763.75)  Eight  thousand  seven  hundred  sixty  three  Dollars  and
                                            seventy-five cents in cash.

10.      Tenant's Tax Share:                14.6%  (Rentable  area of the Premises  over the  rentable  area of the
                                            Building).

11.      Operation and Maintenance Share:   14.6%  (Rentable  area of the Premises  over the  rentable  area of the
                                            Building).

12.      Base Year:                         2000.  Tenant will be  responsible  for increase in operating  expenses
                                            over base year at a maximum increase of 3% per year.

13.      Permitted Use:                     General office use

14.      Notice Address for Tenant:         455 Pennsylvania Avenue
                                            Suite 200
                                            Fort Washington, PA
</TABLE>
This Term Sheet is an integral part of and is incorporated in the Lease
Agreement attached.

<PAGE>
                                 LEASE AGREEMENT

          THIS LEASE,  is made as of this  (twentieth)  20th of October 2000, by
and  between  Landlord,  acting by and  through  its  agent,  Heritage  Property
Management, hereinafter called "Agent," and Tenant identified in the Term Sheet.

          NOW,  THEREFORE,  intending to be legally bound  hereby,  Landlord and
Tenant agree as follows:

1.        PREMISES

          Landlord,  for  and in  consideration  of  rent  to be  paid,  and the
covenant and  agreements to be performed by Tenant,  as  hereinafter  set forth,
does  hereby  lease,   demise  and  let  unto  Tenant  that  space  situate  455
Pennsylvania  Avenue, Ft. Washington PA, designated Suite Number 200, consisting
of  approximately  5535  square  feet of rented  area,  as outlined on a diagram
attached  hereto and marked  Exhibit "A," which shall be completed in accordance
with  Section 4 hereof  (hereinafter  called  the  "Premises"),  having a street
address of 455 Pennsylvania  Avenue together with the right, in common, with the
other occupants of the Building, to use the driveway,  sidewalks and loading and
parking areas, lobbies, hallways and other common area facilities.

2.        COMMENCEMENT DATE AND TERM

          The term of this Lease and Tenant's  obligation to pay rent  hereunder
shall begin on the Scheduled Commencement Date as provided in the Term Sheet, or
such earlier date upon which the Improvement Work in the Premises as provided in
Section  4 has been  substantially  completed  (the  "Commencement  Date").  The
Premises  shall be deemed ready for occupancy  when  Landlord has  substantially
completed  the  work  described  in  Exhibit  "B"  attached  hereto.   The  term
"substantial  completion"  as used in this Lease shall be construed to mean such
completion as shall enable Tenant to reasonably  use and occupy the Premises for
the conduct of its ordinary business, even though minor details, decorations and
mechanical adjustments remain to be completed by Landlord.  Landlord will inform
tenant in advance of the date when Landlord expects the Premises to be ready for
occupancy by Tenant. This Lease shall terminate without notice from either party
at 12:00 a.m.  local time on the last day of the Term (the  "Expiration  Date"),
unless sooner terminated or extended (renewed) in accordance with the provisions
of this Lease.  Upon  request of  Landlord,  Tenant  shall  execute a memorandum
setting forth the Commencement  Date and the Expiration  Date,  substantially in
the form as set forth in Exhibit "C." "Lease  Year" shall mean each  consecutive
period of twelve months during the Term,  beginning on the Commencement Date and
ending on the Expiration Date.  Tenant under the above terms will have the right
to renew for a 5-year period at then prevailing annual market rates.

3.        IMPROVEMENT WORK

          a.     The  Premises  shall  be  accepted  by  Tenant  in its  "as is"
condition,  with the  exception  of the  "Improvement  Work" to be  performed by
Landlord in the Premises at Landlord's cost as provided in the attached  Exhibit
"B" ("Tenant Drawings"),  on or before the Scheduled  Commencement Date, subject
to delays due to causes beyond  Landlord's  reasonable  control.  Any other work
requested  other than the  attached,  and approved by Landlord  shall be done at
Tenant's  sole cost and  expense.  The  Premises  shall be deemed  substantially
completed and possession delivered when the Improvement Work is complete,  so as
to enable  Tenant to  reasonably  use and occupy the Premises for the conduct of
its ordinary  business,  even through minor details,  decorations and mechanical
adjustments remain to be completed by Landlord,  the noncompletion of which will
not materially interfere with the conduct of Tenant's business in the Premises.

          b.     The taking of possession by Tenant shall conclusively establish
that the Improvement  Work has been completed in accordance with Exhibit "B" and
the Improvement Work and the Premises are in good and satisfactory  condition as
of the  date of  possession.  The  Commencement  Date  and the  payment  of rent
hereunder shall be accelerated by the number of days of any delay resulting from
Tenant's  request(s)  for  materials,  finishes  or  installations,  subject  to
Landlord's  consent to such  changes,  other than  provided in Exhibit "B" which
causes Landlord to be delayed in delivering the Premises.

          c.     If the Premises is not available for occupancy by Tenant on the
Scheduled  Commencement Date, the Scheduled Commencement Date shall be deemed to
be  postponed  until the date when the Premises is  available  for  occupancy by
Tenant, and Tenant shall not be entitled to possession of the Premises until the
Premises is available  for  occupancy by Tenant,  and Tenant shall have no claim
against  Landlord,  and Landlord shall have no liability to Tenant, by reason of
the  postponement  of the Scheduled  Commencement  Date, and the parties further
agree that any failure to have the Premises available for occupancy by Tenant on
the Scheduled Commencement Date shall not affect the obligations of Tenant under
this Lease nor shall the same be construed to extend the term of this Lease.

4.        BASE RENT, ADDITIONAL RENT, LATE CHARGES, SECURITY DEPOSIT

          a.     Tenant  shall pay the Base  Rent  provided  on the Term  Sheet,
commencing on the  Commencement  Date and continuing  throughout the Lease Term.
Base Rent shall be due and payable in equal  installments  on the first business
day of each calendar  month during every year of the Term in lawful money of the
United States,  without deduction or setoff whatsoever,  to Landlord at P.O. Box
437,  Furlong,  PA 18925,  or at such other,  place as Landlord may from time to
time direct.  All checks shall be made  payable to "455 Office  Associates  LP."
Rent is subject to adjustment as provided below, provided that in no event shall
Base Rent be at any time less than the original Base Rent stated above.  If this
Lease  commences on a day other than the first business day of a calendar month,
the  Base  Rent  for the  fractional  month  shall  be  appropriately  prorated.
Concurrently  with Tenant's

<PAGE>

execution  and  delivery  of this  Lease,  Tenant  shall pay the  first  monthly
installment of base Rent and the Security Deposit to Landlord.

          b.     Whenever  under  the terms of this  Lease,  any sum of money is
required  to be paid by Tenant in addition to the rental  herein  reserved,  and
said  additional  amount is not  designated  as  "additional  rental," then said
amount  shall,  at the option of the  Landlord,  if not paid when due, be deemed
"additional  rental"  and  collectable  as such  with  any  installment  of rent
thereafter  falling due hereunder,  but nothing herein contained shall be deemed
to suspend or delay the payment of any sum at the time the same  becomes due and
payable hereunder, or limit any other remedy of Landlord.

          c.     Tenant  agrees  that if the Base Rent or any other  payment due
hereunder  from Tenant to Landlord  remains  unpaid ten (10) days after the date
due,  the amount of such unpaid rent or other  payment  shall be  increased by a
late charge to be paid Landlord by Tenant in an amount equal to six percent (6%)
of the amount of the delinquent  rent or other payment.  Such late charges shall
be  deemed  "additional  rent."  The  amount  of the late  charge  to be paid to
Landlord by Tenant for any month shall be  computed on the  aggregate  amount of
delinquent  rents and other  payments,  including  all accrued late charges then
outstanding. Tenant agrees that such amount is a reasonable estimate of the loss
and  expense to be  suffered  by  Landlord  as a result of such late  payment by
Tenant and may be charged  by  Landlord  to defray  such loss and  expense.  The
provisions  of this Section  shall not relieve  Tenant of the  obligation to pay
rent or other  payments on or before the date on which they are due;  nor do the
terms of this Section in any way affect Landlord's  remedies pursuant to Section
25 of this Lease or otherwise in the event said rent or other  payment is unpaid
after the due date.

          d.     Tenant has deposited with Landlord the sum provided in the Term
Sheet as security for the faithful  performance  and observance by Tenant of the
terms, provisions,  covenants and conditions of this Lease; it is agreed that in
the event Tenant defaults in respect of any of the terms, provisions,  covenants
and conditions of this Lease including,  but not limited to, the payment of Base
Rent and  additional  rent,  Landlord may use,  apply or retain the whole or any
part of the security so deposited to the extent  required for the payment of any
Base Rent and additional  rent or any other sum as to which Tenant is in default
or for any sum which  Landlord may expend or may be required to expend by reason
of Tenant's  default in respect of any of the terms,  provisions,  covenants and
conditions  of this  Lease,  including  but  not  limited  to,  any  damages  or
deficiencies  accrued  before or after summary  proceedings  or other reentry by
Landlord.  In the event that Tenant shall fully and  faithfully  comply with all
the terms,  provisions,  covenants and  conditions  of this Lease,  the Security
Deposit shall be returned to Tenant after the date fixed as the end of the Lease
and after delivery of the entire possession of the Premises to Landlord.  In the
event of a sale of the  Property  and  Building or leasing of the  Building,  of
which the Premises  form a part,  Landlord  shall have the right to transfer the
Security  Deposit to the  purchaser  or lese and  Landlord  shall be released by
Tenant from all  liability  for the return of the Security  Deposit;  and Tenant
agrees  to look  solely  to the new  landlord  for the  return  of the  Security
Deposit;  and it is  agreed  that the  provisions  hereof  shall  apply to every
transfer or assignment  made of the Security  Deposit to a new landlord.  Tenant
further  covenants  that it will not assign or  encumber or attempt to assign or
encumber the Security  Deposit and that neither  Landlord nor its  successors or
assigns shall be bound by any such assignment, encumbrance, attempted assignment
or attempted  encumbrance.  In the event Landlord applies or retains any portion
or all of the  Security  Deposit,  Tenant shall  promptly  restore the amount so
applied or retained so that at all times the amount  deposited shall be equal to
the original Security Deposit.

5.        OPERATION AND MAINTENANCE COSTS AND ADDITIONAL RENT

          a.     Tenant shall pay as additional rent Tenant's Share of the costs
and  expense of the  operation  and  maintenance  of the  Building  (hereinafter
referred  to  as  "Operation  and  Maintenance  Costs"),   which  Operation  and
Maintenance  Costs shall include,  without  limitation,  the cost and expense to
Landlord for the following items:

                    (1)  All  wages,  salaries  and  fees of all  employees  and
                         agents engaged in the  management,  operation,  repair,
                         replacement,  maintenance and security of the Building,
                         including taxes, insurance, administration fees and all
                         other employee benefits relating thereto;

                    (2)  All  supplies  and  materials  used in the  management,
                         operation,   repair,   replacement,   maintenance   and
                         security of the Building;

                    (3)  All "Utility Costs," including without limitation, gas,
                         water, sewer,  electricity,  power, heating,  lighting,
                         air-conditioning   and  ventilation   consumed  by  the
                         Building and the servicing thereof;

                    (4)  All   maintenance   and  service   contracts   for  the
                         operation,   repair,   replacement,   maintenance   and
                         security   of   the   Building,    including,   without
                         limitation,   window  cleaning,   and  maintenance  and
                         servicing of the security system, heating,  ventilating
                         and  air-conditioning  system,  fire sprinkler  system,
                         elevators and grounds of the building.

                    (5)  All fire (with all risk  coverage)  and other  casualty
                         and public  liability  insurance  for the  Building and
                         Landlord's  personal  property  and  fixtures  used  in
                         connection therewith;

                    (6)  All "Real  Estate  Taxes"  which,  for  purpose of this
                         Section,  shall  mean all  gross  real  property  taxes
                         without discounts and personal property taxes,  charges
                         and  assessments  which are  levied,  assessed  upon or
                         imposed  by  any  governmental   authority  during  any
                         calendar  year of the term hereof  with  respect to the
                         Building and any  improvements,  fixtures and equipment
                         and all other  property of Landlord,  real or personal,
                         located in the Building and used in connection with the
                         operation  of the  Building and any tax which

                                       2
<PAGE>
                         should be levied or  assessed in addition to or in lieu
                         of such real or personal property taxes,  together with
                         the reasonable costs and expenses (including attorney's
                         fees, expert witness fees, expenses and court costs) of
                         contesting  (including  attorney's fees, expert witness
                         fees,  expenses  and  court  costs)  of  contesting  by
                         appropriate  proceedings  the amount of validity of any
                         of the aforementioned taxes or assessments;

                    (7)  All repairs,  replacements  and general  maintenance of
                         the Building;

                    (8)  All janitorial services for the Building;

                    (9)  Depreciation on exterior window blinds and carpeting in
                         public corridors and common areas provided by Landlord;

                    (10) The  costs  of any  capital  improvements  made for the
                         purpose of reducing  operating expenses or which may be
                         required   by   governmental    authority   under   any
                         governmental  law or regulation that was not applicable
                         to the Building at the time it was  constructed,  which
                         costs shall be amortized over such reasonable period as
                         Landlord shall determine, together with interest on the
                         unamortized balance at the rate equal to the Prime Rate
                         established  by M&T Bank,  Doylestown PA or such higher
                         rate  as may  have  been  paid  by  Landlord  on  funds
                         borrowed for the purpose of  construction  such capital
                         improvement;

                    (11) All other costs and expenses necessarily and reasonably
                         incurred  by  Landlord  in  the  proper  operation  and
                         maintenance of a first class office Building; provided,
                         however,  that the following shall be excluded from the
                         Operation and Maintenance  Costs:  (i) expenses for any
                         capital  improvement  made to the  Building,  except as
                         provided in paragraph  6(a)(10)  hereof;  (ii) expenses
                         for repairs or other work occasioned by fire, windstorm
                         or other insured  casualty;  (iii) expenses incurred in
                         leasing  or  procuring  new  tenants  (e.g.  for  lease
                         commissions,   advertising  expenses  and  expenses  of
                         renovating space for new tenants);  (iv) legal expenses
                         in enforcing  the terms of any lease;  and (v) interest
                         or amortization  payments on any mortgage or mortgages;
                         and,

                    (12) All revamping and  reballasting  in the Common Areas of
                         the Building;  provided,  however,  that  revamping and
                         reballasting  in the  Premises  shall be  performed  by
                         Landlord at  Tenant's  direction  and at Tenant's  sole
                         cost and expense.

          b.     During  each  calendar  year or any  portion  thereof  included
during Term of this Lease and any renewal thereof,  Tenant shall pay Landlord as
additional  rent Tenant's Share of any increase in the Operation and Maintenance
Costs over the Base Year Operation and Maintenance Costs.

          c.     The  term  "Tenant's  Share" shall be defined as the ratio that
the  rentable  square  feet of the  Premises  which is agreed to be 5535  square
feet/suite  200,  bears to the rentable  square feet of the  Building,  which is
agreed to be 37,574 square feet, which Tenant's Share is agreed to be 14.6%.

          d.     Landlord will provide ninety (90) days' prior written notice of
the  amount  claimed  to be due under  this  paragraph,  and that upon  Tenant's
reasonable request, Landlord will furnish detail of the amounts and calculations
as to how the Base cost was arrived.  After payment by Tenant, Tenant shall have
the right to challenge the components and calculations utilized by Landlord with
both parties agreeing to expeditiously determine the correct amount.

6.        USE OF PREMISES

          Tenant  shall use and occupy the  Premises  for the use as provided in
the Term Sheet and for no other  purpose or business  without the prior  written
consent  of  Landlord.  Tenant  shall  observe  and  comply  with the  Rules and
Regulations attached here to as Exhibit "D" and made part hereof. All such Rules
and  Regulations  shall apply to Tenant and its  employees,  agents,  licensees,
invitees, subtenants and contractors.  Tenant shall not do or permit anything to
be done in or about the  Premises  which will in any way  obstruct or  interfere
with the rights of other tenants or occupants of the Building or injure or annoy
them;  nor shall Tenant use or allow the  Premises to be used for any  improper,
immoral,  unlawful or objectionable purposes or for any business, use or purpose
deemed to be disreputable  or  inconsistent  with the operation of a first class
office  building;  nor shall  Tenant cause or maintain or permit any nuisance or
breach of the peace,  in, on, or about the Premises.  Tenant shall not commit or
suffer the commission of any waste in, on, or about the Premises.

7.        COMMON AREAS

          The term "Common Areas" is defined as all areas and facilities outside
the Premises and within the  exterior  boundary  line of the land upon which the
building and  improvements  are located,  that are  provided and  designated  by
Landlord form time to time for the general non-exclusive use of Landlord, tenant
and other lessees of the Building and their invitees. As used in this Lease, the
term "invitees" means the employees, visitors, suppliers, shippers and customers
of Landlord, tenant and other lessees of the Building. The Common Areas include,
but are not limited to, all parking areas/spaces,  walkways,  elevators, stairs,
driveways,  alleys,  public  corridors,  restrooms,  fire  escapes,  loading and
unloading areas,  trash areas,  roadways,  sidewalks,  ramps,  landscaped areas,
windows, and air shafts.  Tenant agrees to abide by and conform to the Rules and
Regulations,  attached  hereto as Exhibit "D" with respect the Building,  and to
cause its invitees to so abide and conform.  Landlord or such other person(s) as
Landlord may appoint  shall have the  exclusive  control and  management  of the
Common Areas and shall have the
                                       3
<PAGE>

right from time to time to establish,  modify and enforce  reasonable  rules and
regulations with respect to all such areas, facilities and improvements,  and to
change  the  location  of or  otherwise  alter  or  modify  any  or  all  of the
aforementioned  Common Areas,  facilities  and any or all of the  aforementioned
Common Areas,  facilities,  and  improvements  so long as Landlord  continues to
provide adequate passageways to the Premises.  Landlord shall not be responsible
to Tenant for the noncompliance  with the rules and Regulations by other lessees
of the Building or their invitees.

8.        ALTERATIONS AND TRADE FIXTURES, REMOVAL

          a.     Tenant  shall not make or  permit  to be made any  alterations,
interior  decorations,  changes,  improvements  or  additions to the Premises or
attach any fixtures or equipment  thereof,  without the Landlord's prior written
consent.  In the event  Landlord  consents  to the  making  of any  alterations,
interior decorations, changes, improvements or additions made to the Premises or
the attachment of any fixtures or equipment thereto made by the Tenant, the same
shall be made by Tenant,  at Tenant's sole cost and expense,  in accordance with
all applicable  laws,  statutes,  ordinances,  rules and regulations  public and
private, and all requirements of Landlord's and Tenant's insurance policies, and
in accordance with plans and specifications  approved by Landlord. At Landlord's
option,  Tenant  shall pay to Landlord a fee equal to ten  percent  (10%) of the
cost and expense of any alterations, interior decorations, changes, improvements
or additions to the Premises which shall be due and payable prior to performance
of  any  such  alterations,   interior  decorations,  changes,  improvements  or
additions to compensate  Landlord for Landlord's  coordination,  supervision and
overhead  resulting  from  said  alterations,   interior  decorations,  changes,
improvements  or additions to the  Premises.  Any  contractor  or  subcontractor
selected  by Tenant to make the same,  must  first be  approved  in  writing  by
Landlord,  provided,  however,  that all such  contractors  shall be required to
carry workmen's compensation insurance,  public liability insurance and property
damage insurance in amounts,  form and consent, and with companies  satisfactory
to Landlord;  or, at Landlord's option, the alterations,  interior  decorations,
changes, improvements or additions to the Premises shall be made by Landlord for
Tenant's  account and Tenant shall reimburse  Landlord for the cost thereof upon
demand.  So long as Tenant is not in default  hereunder,  Tenant  shall have the
right, but not the obligation, to remove any alterations,  interior decorations,
changes,  improvements or additions caused to be made to the Premises by Tenant,
and any  fixtures,  furniture  and  equipment  caused to be installed by Tenant,
during and at the expiration of the Lease term or any renewal thereof,  provided
Tenant  repairs  any and all  damage  caused to the  Premises  by said  removal.
Landlord,  by notice to Tenant at least one (1) month prior to the expiration of
the Lease term,  or any renewal  thereof,  may request that Tenant remove any of
said  alterations,  interior  decorations,  changes,  improvements  or additions
caused to be made to the Premises by Tenant,  or any of the fixtures,  furniture
and  equipment  caused to be  installed  by Tenant,  and if Landlord  makes said
request, Tenant shall remove on or before said expiration date said alterations,
interior decorations, changes, improvements,  additions, fixtures, furniture and
equipment,  and repair any damage caused to the Premises by said removal. In the
event that Landlord requests such removal and Tenant fails to remove same and/or
repair any damage  caused  thereby on or before  said  expiration  date,  Tenant
agrees to reimburse and pay Landlord for the cost of removing same and repairing
any damage to the Premises caused by said removal,  including reasonable charges
for  overhead  and  profit.  All  alterations,  interior  decorations,  changes,
improvements,  additions,  fixtures,  furniture and  equipment  remaining on the
Premises after said expiration  date, or at such sooner  termination date due to
any default of Tenant,  shall  immediately  become the  property of Landlord and
shall remain on the Premises without compensation to Tenant;

          b.     Tenant  shall keep the Premises or the  Building  free from any
liens arising out of any construction,  work performed,  materials furnished, or
obligations  incurred  by Tenant.  Tenant  shall have its  contractor  execute a
Waiver of Mechanic's Lien,  satisfactory to Landlord,  and provide Landlord with
the  original  copy of the same.  Notwithstanding  the  foregoing,  in the event
Tenant  shall  not,  then  Tenant  shall at its  expense  cause  such lien to be
discharged and released of record by payment, bond or otherwise, within ten (10)
days after the filing  thereof.  Landlord  shall have,  in addition to all other
remedies provided herein and by law, the right, but not the obligation, to cause
such lien to be  discharged by payment,  bond or otherwise,  by such means as it
shall deem proper,  including payment of the claim giving rise to such lien. All
such  sums  paid by  Landlord  and all  expenses  incurred  by it in  connection
therewith  shall be considered  additional rent and shall be payable to Landlord
by Tenant on demand and with interest at the rate per annum equal to the greater
of four  percent  above  the  prime  commercial  lending  rate from time to time
established  by M&T Bank,  Doylestown,  PA or the maximum rate  permitted by law
(the "Interest Rate"). Tenant shall indemnify and hold Landlord harmless against
any and all claims, costs, damages, liabilities and expenses (including attorney
fees) which may be brought or imposed  against or incurred by Landlord by reason
of any such lien or its discharge.

9.        CONDITION OF PREMISES

          a.     By  taking  possession  of the  Premises,  Tenant  accepts  the
Premises as being in the  condition  in which  Landlord is  obligated to deliver
them an otherwise in good order, condition and repair.

          b.     Except  as  otherwise  provided  in this Lease,  Tenant  hereby
accepts the Premises and the Building in their "as is"  condition as of the date
of delivery of possession of the Premises to Tenant,  subject to all  applicable
municipal,  county and state laws,  ordinances  and  regulations  governing  and
regulating the use of the Premises, and any easements, covenants or restrictions
of record,  and accepts this Lease subject thereto and to all matters  disclosed
thereby and by any exhibits  attached hereto.  Tenant  acknowledges  that it has
satisfied  itself by its own  independent  investigation  that the  Premises are
suitable  for its  intended  use,  and that  neither  landlord  nor any agent of
Landlord  has made any  representation  or  warranty as to the present or future
suitability  of the  Premises,  Common  Areas,  or  Building  for the conduct of
Tenant's  business.  The taking of  possession  of the  Premises by Tenant shall
conclusively establish that the Premises and the Building were at such time in a
satisfactory condition, order and repair.


                                       4
<PAGE>

10.       BUILDING SERVICES

          a.     Landlord shall provide,  within its standards on each item, the
following services and facilities:

               (1)  Air conditioning,  ventilation and heating, Monday to Friday
                    from  8:00  a.m.  to  6:00  p.m.  (excluding,  however,  all
                    federal,  state and  municipal  holidays).  Tenant agrees to
                    cooperate  fully  with  Landlord  and to  abide  by all  the
                    regulations and  requirements  which Landlord may reasonably
                    prescribe for the property  functions and  protection of the
                    air   conditioning   systems  which  rules  and  regulations
                    necessarily   include  a  prohibition  against  the  use  of
                    equipment or fixtures which would generate heat and power in
                    the amount in excess of three (3) watts per  square  foot of
                    total  connected load without the prior consent of Landlord,
                    which  consent  may be  withheld  unless  Tenant  reimburses
                    Landlord  for  all  costs  and  expenses   relating  to  the
                    installation and supply of supplemental air conditioning;

               (2)  Electric   current  for  (i)  Building   standard  level  of
                    illumination  using standard  fixtures of Landlord's  choice
                    (that is, 277-volt fixtures), excluding replacement of light
                    globes and/or  fluorescent  tubes in the Building,  standard
                    fixtures  installed  in the  Premises by  Landlord  and (ii)
                    normal  small  business   machines   connected  to  Building
                    Standard  120-volt  single phase  outlets  during the normal
                    hours  of   operation   set  forth  above  in   subparagraph
                    12(3)(a)(1),   however,   Landlord's  agreement  to  furnish
                    electricity  does  not  include  electricity  for  equipment
                    requiring  a  greater  voltage  than set forth  above.  Such
                    additional   electrical   service  will  be  furnished,   if
                    reasonably  available,  upon Tenant's tendering all costs of
                    installation,  including wiring and separate  metering,  and
                    agreeing in writing to pay the cost of current as additional
                    rent;

               (3)  Maintenance  of service of the  public  toilet  rooms in the
                    Building;

               (4)  Maintenance of standard  hardware  installed in the Premises
                    by Landlord;

               (5)  Maintenance of floor coverings in the common area;

               (6)  Cleaning of outside and inside of exterior window panes;

               (7)  Cleaning and maintenance of common areas in the Building;

               (8)  Elevator service during regular business days and hours, and
                    service via at least one car at all times;

               (9)  Janitor  service,  including  cleaning of space,  dusting of
                    furniture, desks and pictures, and vacuuming;

               (10) Hot water for lavatory and cold water for lavatory purposes;
                    if Tenant requires water for any additional purposes; Tenant
                    shall  pay the  cost  thereof  as  shown  on a  meter  to be
                    installed and maintained at Tenant's expense to measure such
                    consumption;

               (11) Seasonal maintenance of the exterior grounds;

               (12) Tenant shall reimburse Landlord for all additional  cleaning
                    expenses incurred, including, but not limited to garbage and
                    trash removal  expense,  over and above the normal  cleaning
                    provided  by  Landlord  due to the  presence  of a lunchroom
                    within the demised  Premises or the installation of food and
                    beverage dispensing machines. No food or beverage dispensing
                    machines  shall be installed by the Tenant without the prior
                    written consent of Landlord.

          b.     Landlord  does not  warrant  that the service  provided  for in
paragraph  13(a)  hereof  shall be free  from  any  slow-down,  interruption  or
stoppage   pursuant  to  voluntary   agreement  by  and  between   Landlord  and
governmental  bodies  and  regulatory  agencies,  or caused by the  maintenance,
repair,  substitution,  renewal,  replacement  or  improvements  or  any  of the
equipment involved in the furnishing of any such services,  or caused by changes
of service, alterations, strikes, lockouts, labor controversies, fuel shortages,
accidents,  Acts of God or the  elements  of any  other  cause  whatsoever;  and
specifically,  no such  slow-down,  interruption  or  stoppage  of any for  such
services  shall ever be  construed as an eviction,  actual or  constructive,  of
Tenant,  nor shall  same cause any  abatement  of base rent or  additional  rent
payable hereunder or in any manner of for any purpose relieve Tenant from any of
its obligations  hereunder,  and in no event shall Landlord be liable for damage
to persons or property or be in default hereunder as a result of such slow-down,
interruption  or stoppage.  Landlord  agrees to use due reasonable  diligence to
resume the service upon any such slow-down, interruption or stoppage.

11.       ASSIGNMENT AND SUBLETTING

          a.     Tenant  shall  not  sell,  assign,  encumber,   hypothecate  or
otherwise  transfer  all or any  portion  of this Lease by  operation  of law or
otherwise, sublet the Premises or any part thereof or permit any other person to
occupy or use the  Premises or any portion  thereof,  without the prior  written
consent of Landlord.  Any of the  foregoing  acts without such consent  shall be
void and shall,  at the option of  Landlord,  terminate  this Lease.  This Lease
shall not,


                                       5
<PAGE>

nor shall any interest  herein,  be  assignable  as to the interest of Tenant by
operation of law without the written consent of Landlord;

          b.     If  at any time or from  time to time  during  the term of this
Lease Tenant desires to sublet or assign all or any part of the Premises, Tenant
shall (i) by written  notice advise  Landlord of its intention  from and after a
stated date  (which  shall not be less than thirty (30) days or more than ninety
(90) days after he date of  Tenant's  notice) to assign  this Lease or to sublet
the  Premises  or any portion  thereof for any part of the Term,  said notice by
Tenant shall contain the name,  address and  description  of the business of the
proposed  assignee or subtenant  and Tenant shall deliver to Landlord a true and
complete copy of the proposed sublease with said notice and (ii) supply Landlord
with  such  information,  recent  financial  statements  and other  evidence  of
financial responsibility of the proposed assignee or subtenant, its intended use
of the Premises,  and related  materials as Landlord may request to evaluate the
written request to sublet or assign. Landlord shall have the option, exercisable
by notice  given to Tenant  within  twenty  (20) days after  receipt of Tenant's
notice,  of  reacquiring  the portion of the  Premises  proposed to be sublet or
assigned and terminate the Lease with respect thereto.  If the Landlord does not
exercise such option, Tenant shall be free to sublet or assign such space to any
third party subject to the following conditions:

               (1)  Consent of Landlord, which consent shall not be unreasonably
                    withheld  it being  understood  and  agreed  by the  parties
                    hereto,  however,  that  it  will  not be  unreasonable  for
                    Landlord to withhold  consent if the  reputation,  financial
                    responsibility,  or  business  or  a  proposed  assignee  or
                    subtenant  is  unsatisfactory  to  Landlord,  or if Landlord
                    deems such  business not to be  consistent  with that of the
                    other  occupants in the Building,  or if the amount of rents
                    and other economic  considerations  to be received by Tenant
                    thereunder  (after  adjustment for rental  allowances,  free
                    rent periods and other  similar  financial  concessions)  is
                    less than the fair market rental rate for  comparable  space
                    in the  Building,  as  determined  by Landlord,  in its sole
                    option;

               (2)  If the space is not subleased or assigned within ninety (90)
                    days from the  expiration  of the  Landlord's  option as set
                    forth above,  or any  subsequent  option as provided in this
                    Section, Tenant, shall, prior to entering into a sublease or
                    a sublease or an assignment  of said space,  once again give
                    Landlord  written notice and Landlord shall have twenty (20)
                    days after the receipt thereof for reacquiring  that portion
                    of the  Premises  and  terminating  the Lease  with  respect
                    thereto;

               (3)  No sublease or assignment shall be valid and no subtenant or
                    assignee shall take possession of the Premises  subleases or
                    assigned  until an  executed  counterpart  of such Lease has
                    been delivered to Landlord;

               (4)  No  subtenant  or  assignee  shall  have a right  further to
                    sublet or assign;

               (5)  Any sums or other economic  consideration received by Tenant
                    as  a  result  of  such  subletting  or  assignment  whether
                    denominated  rentals under the sublease or otherwise,  which
                    exceed,  in the  aggregate,  the total sums which  Tenant is
                    obligated to pay  Landlord  under this lease  (pro-rated  to
                    reflect  obligations   allocable  to  that  portion  of  the
                    Premises  subject to such sublease or  assignment)  shall be
                    payable to Landlord as  additional  rental  under this Lease
                    without affecting or reducing any other obligation of Tenant
                    hereunder.

          c.     Regardless  of Landlord's  consent, no subletting or assignment
shall release  Tenant of Tenant's  obligation or alter the primary  liability of
Tenant to pay the rental and to perform all other  covenants and  obligations to
be performed by Tenant under this Lease.  The  acceptance  of rental by Landlord
from any other  person  shall not be  deemed to be a waiver by  Landlord  of any
provision  hereof.  Consent to one assignment or subletting  shall not be deemed
consent to any subsequent  assignment or subletting.  In the event of default by
assignee of Tenant or any successor of Tenant in the  performance  of any of the
terms hereof, Landlord may proceed directly against Tenant without the necessity
of exhausting remedies against such assignee or successor.  Landlord may consent
to  subsequent   assignment  or  subletting  of  this  Lease  or  amendments  or
modifications to this Lease with assignees of Tenant,  without notifying Tenant,
or any successor of Tenant,  and without  obtaining its or their consent thereto
and such action  shall not relieve  Tenant of liability  under this Lease.  As a
condition to Landlord's  prior written  consent as provided for in this Section,
the assignee or subtenant  shall agree in writing to comply with and be bound by
all of the terms, covenant, conditions, provisions and agreements of this Lease.

          d.   (1) If Tenant is a  corporation,  any  dissolution,  liquidation,
merger,  consolidation  or  other  reorganization  of  such  corporation  or any
transfer of a controlling  percentage of the corporate  stock of Tenant (whether
in a single transaction or cumulatively)  shall constitute an assignment of this
Lease  for all  purposes  of this  Section.  This  subparagraph  shall not apply
whenever  Tenant is a  corporation,  the  outstanding  voting  stock of which is
listed on a recognized security exchange

               (2) If Tenant is a partnership and if at any time during the term
of this Lease or any extension or renewal thereof the person, or persons who, at
the time of execution of this Lease, own the general partners' interest cease to
own the general  partner's  interest (except as a result of transfers by bequest
or inheritance)  such cessation of ownership  shall  constitute an assignment of
this Lease for all purposes of this Section.

          e.     Tenant  shall  reimburse  Landlord  within  ten (10)  days from
receipt  of  Landlord's  invoice  for all  Landlord's  administrative  costs and
expenses, including reasonable attorney's fees, for reviewing and processing any
requests  for  Landlord's  consent  made by tenant  with  respect to the subject
matter of this Section.


                                       6
<PAGE>

12.       ACCESS TO PREMISES

          Landlord  reserves  and shall at all times have the right to  re-enter
the Premises to examine or inspect the same, to supply  janitor  service and any
other service provided by Landlord to Tenant hereunder,  to show the Premises to
prospective purchasers,  mortgagees or tenants, and to alter, improve, or repair
the  Premises or to the Building as Landlord  may deem  necessary or  desirable,
without  abatement  of rent,  and may for the purpose  erect,  use, and maintain
scaffolding,  pipes, conduits, and other necessary structures in and through the
Premises where reasonably required by the character of the work to be performed.
Tenant hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant's  business,  any loss of occupancy or, quiet enjoyment
of the Premises,  and any other loss occasioned  thereby.  If representatives of
Tenant  shall not be present to open or permit  entry into the  Premises  at any
time when such entry by Landlord is necessary or permitted  hereunder,  Landlord
and Agent may enter by means of a master  key (or  forcibly  in the event of any
emergency)  without  liability to Tenant and without such entry  constituting an
eviction of Tenant or termination of this Lease.

13.       REPAIRS AND MAINTENANCE

          a.     Landlord shall maintain the Common Areas and the plumbing,  air
conditioning, heating, ventilation, elevator, electrical and mechanical systems,
windows,  floors (except  carpeting) and all other items which constitute a part
of the Premises that are installed or furnished by Landlord;  provided, however,
that Landlord  shall not be obligated for any such repairs until the  expiration
of a  reasonable  period of time after  written  notice from  Tenants  that such
repair is needed.  In no event shall Landlord be obligated  under this paragraph
to repair any damage caused by any act, omission,  accident or negligence of the
Tenant or its employees, agent, invitees, licensees, subtenants, or contractors.
Tenant  expressly  waives the benefits of any statute now or hereafter in affect
which would  otherwise  afford  Tenant the right to make  repairs at  Landlord's
expense or to terminate  this Lease  because of  Landlord's  failure to keep the
Premises in good order, condition or repair.

          b.     During  the Term of this Lease,  Tenant shall take good care of
the Premises and fixtures therein and maintain them in good order, condition and
repair equal to the original work, ordinary and reasonable wear excepted. If the
Tenant  refuses  or  neglects  to make  such  repairs,  or fails  to  diligently
prosecute the same to completion  after written notice from Landlord of the need
therefor,  Landlord may make such repairs at the expense Tenant and such expense
shall be collectible as additional  rent, along with a ten (10%) percent service
charge.

          c.     Excepts as provided in Section 17 hereof, Landlord shall not be
liable nor shall there be any  abatement  of rent on account of any injury to or
interference  with  Tenant's  business  arising  from the making of any repairs,
alterations,  additions or improvements in accordance with this Section in or to
the Premises or the Building or to any appurtenances or equipment therein. There
shall be no abatement of rent because of such repairs, alterations, additions or
improvements.

14.       INDEMNIFICATION AND LIABILITY INSURANCE

          a.     Landlord shall not be liable to Tenant and Tenant hereby waives
all claims  against  Landlord for any injury or damage to any person or property
in or about the Premises by or from any cause  whatsoever,  without limiting the
generality of the foregoing,  whether caused by fire or explosion, water leakage
of any character from the roof, walls, basement or other portion of the Premises
or  Building,  except  as caused  by  Landlord's  gross  negligence  or  willful
misconduct.  Tenant shall indemnify,  hold harmless and defend both Landlord and
Agent from and against any and all costs, expenses (including reasonable counsel
fees), liabilities, losses, damages, suits, actions, fines, penalties, claims or
demands of any kind and  asserted by or on behalf of any person or  governmental
authority,  arising out of or in any way connected with this Lease,  and neither
Landlord  nor Agent  shall be liable to Tenant on account of, (i) any failure by
Tenant to perform any of the agreements,  terms, covenants or conditions of this
Lease  required to be performed by Tenant,  (ii) any failure by Tenant to comply
with  any  statues,  ordinances,   regulations  or  order  of  any  governmental
authority, or (iii) any accident, death or personal injury, or damage to or loss
or theft of  property,  which  shall occur in or about the  Premises  occasioned
wholly  or in part by  reason  of any act or  omission  of  Tenant,  its  agent,
contractors, invitees or employees;

          b.     Tenant  agrees to  purchase  at its own  expense and to keep in
force  during  the  term  of  this  Lease  a  policy  or  policies  of  workers'
compensation and comprehensive  general liability insurance,  including personal
injury and property  damage,  with  contractual  liability  endorsement,  in the
amount of at least Five Hundred  Thousand Dollars  ($500,000.00),  on account of
bodily   injuries   to  or  death  of  one  person  and  One   Million   Dollars
($1,000,000.00)  on account of bodily  injuries or death of more than one person
as  result  of  any  one   accident  or  disaster,   and  One  Million   Dollars
($1,000,000.00)  on account of damage to properties (or in an amount of not less
than One Million Dollars ($1,000,000.00) combined single limit for bodily injury
and property damage). Said policies and renewals thereof shall name the Landlord
and Agent as  additional  insureds and insure  Landlord's  contingent  liability
under this Lease  (except  for the  worker's  compensation  policy,  which shall
instead  include a waive of subrogation  endorsement in favor of Landlord).  All
policies for insurance shall provide (i) that no material change or cancellation
of said policies  shall be made without thirty (30) days prior written notice to
Landlord,  Agent and Tenant, (ii) that any loss shall be payable notwithstanding
any act or  negligence  of the Tenant,  Landlord or Agent which might  otherwise
result in the forfeiture of said insurance, and (iii) that the insurance company
issuing  the same shall have no right of  subrogation  against  the  Landlord or
Agent.  On or  before  the  Commencement  Date of the  term of this  Lease,  and
thereafter not less than fifteen (15) days prior to the expiration dates of said
policy or policies,  Tenant shall provide  Landlord and Agent copies of policies
or certificates of insurance evidencing coverage required by this Lease. All the
insurance  required  under this  Lease  shall be issued by  insurance  companies
authorized to do business in the State of Pennsylvania with financial rate of at
least A+ as rated in the most recent addition of Best's Insurance Reports and in
business  for the past five (5) years.  The  aforesaid  insurance  limits may be
reasonably increased from time to time by Landlord;


                                       7
<PAGE>

          c.     Landlord and Tenant each hereby release each other from any and
all liability or  responsibility  to the other or to anyone claiming by, through
or under it or them by way of subrogation or otherwise for any loss or damage to
property  caused by fire ort any other  perils  insured in policies of insurance
covering  such  property,  even if such loss or damage shall have been caused by
fault or negligence of the other party,  or by anyone for whom such party may be
responsible;  provided  however,  that this release shall be  applicable  and in
force and effect only to such extent  that such  release  shall a lawful at that
time and in any event only with respect to loss or damage  occurring during such
time  as the  releasor's  policies  of  insurance  shall  contain  a  clause  or
endorsement  to the effect that any such release shall not  adversely  affect or
impair  said  policies  or  prejudice  the  right of the  releasor  to  coverage
thereunder,  and then only to the extent of the insurance proceeds payable under
such policies. Landlord and Tenant each hereby covenant and agree to cause their
respective  insurance  carriers  to  include  in their  policy  such a clause or
endorsement.

15.       WAIVER OF CLAIMS

          Except for the gross  negligence  or willful  misconduct  of Landlord,
Agent and their  respective  agents,  servants,  and  employees,  Tenant  hereby
releases and relieves Landlord, Agent and their respective agents, servants, and
employees  from,  all  liability  in  connection  with any and all loss of life,
personal  injury,  damage to or loss of  property,  or loss of  interruption  of
business  occurring  to  Tenant,  its  agents,  servants,  employees,  invitees,
licensees,  visitors,  or any other person,  firm,  corporation or entity, in or
above or arising out of the Premises,  from, without  limitation,  (a) any fire,
other  casualty,  accident,  occurrence  or condition in or upon the Premises or
Building; (b) any defect in or failure of (i) plumbing,  sprinkler,  electrical,
heating or air  conditioning  systems or  equipment,  or any other  systems  and
equipment of the Premises and the Building,  and (ii) the elevators,  stairways,
railings or walkways of the Building;  (c) any steam,  gas, oil, water,  rain or
snow that may leak into, issue or flow from any part of the Premises or Building
from the  roof,  walls,  basement,  drains,  pipes or  plumbing,  sewer or other
installation  of same,  or from any other place or quarter;  (d) the breaking or
disrepair of any  installations or equipment;  (e) the failing of any fixture or
wall or ceiling materials;  (f) broken glass; (g) latent or patent defects;  (h)
the  exercise of any rights by Landlord or Agent under the terms and  conditions
of this Lease;  (i) any acts or omissions of other  persons;  (k) theft;  Act of
God, public enemy, injunction, riot, strike, insurrection,  war, court order, or
any order of any governmental authorities having jurisdiction over the Premises.

16.       NEGATIVE COVENANTS OF TENANTS

          Tenant  agrees  that it will not do or  suffer  to be  done,  any act,
matter or thing  objectionable to the fire insurance  companies whereby the fire
insurance or any other  insurance  now in force or hereafter to be placed on the
Premises or any other part thereof, or on the Building of which the Premises may
be a part, shall become void or suspended,  or whereby the same shall be treated
as a more  hazardous  risk  than at the date  when  Tenant  receives  possession
hereunder.  In case of a breach  of this  covenant,  in  addition  to all  other
remedies of Landlord  hereunder,  Tenant agrees to pay to Landlord as additional
rent,  any and all increase in premiums on insurance  carried by Landlord on the
Premises,  or any part thereof,  or on the Building of which the Premises or any
public or  private  nuisance  or other  act or thing  which  disturbs  the quiet
enjoyment of any other  occupant of the  Building.  Tenant shall not without the
prior consent of Landlord, use an apparatus,  machine or device which will cause
any substantial  noise or vibration or fumes. If any of Tenant's office machines
and equipment  should create noise,  vibration,  fumes or otherwise  disturb the
quiet enjoyment of any other occupant in the Building,  the Tenant shall provide
adequate insulation,  or take such other action as may be necessary to eliminate
the disturbance.

17.       DAMAGE BY FIRE OR OTHER CASUALTY

          a.     If  the  Building  or  Premises  become   partially  or  wholly
untenantable  by fire or  other  casualty,  and if such  damage,  in  Landlord's
reasonable  estimation,  cannot be materially restored within one hundred eighty
(180) days of such damage,  then  Landlord  may, at its option,  terminate  this
Lease as of the date of the fire or other  casualty by written  notice to Tenant
within sixty (60) days of such fire or other casualty.  The Building or Premises
shall be deemed "materially restored" if they are in such condition as would not
prevent or  materially  interfere  with  Tenant's  use of the  Premises  for the
purpose  for  which  the  Premises  were  being  used at the time of the fire or
casualty.

          b.     If this Lease is not terminated pursuant to this Section,  then
Landlord shall proceed with all due diligence to repair and  materially  restore
the  Building  or  Premises,  as the case may be,  to the same or as near to the
condition  in which the same  existed  prior to the  casualty  as is  reasonably
feasible under all of the  circumstances  (except that Landlord may elect not to
rebuild  if such  damage  occurs  during the last year of the Term of this lease
exclusive of any option which is unexercised at the date of such damage).

          c.     If this Lease shall be terminated pursuant to this Section, the
Term shall end on the date of such damage as if that date had been the scheduled
Expiration  date of the Term. If this Lease shall not be terminated  pursuant to
this Section and if the Premises is  untenantable  in whole or in part following
such  damage,  the rent  payable  during  the  period in which the  Premises  is
untenantable  shall  be  reduced  to such  extent,  if any,  as may be fair  and
reasonable under all of the circumstances. In the event that Landlord shall fail
substantially  to complete  such  repairs and  material  restoration  within one
hundred  eighty  (180)  days  after the date of such  damage,  tenant may at its
option and as its sole remedy terminate this Lease by delivering  written notice
to Landlord, whereupon this Lease shall end on the date of such notice as if the
date of such  notice  were the  scheduled  Expiration  date of the Term  hereof,
provided,   however,  that  if  construction  is  delayed  because  of  changes,
deletions, or additions in construction requested by tenant, strikes,  lockouts,
casualties,  acts  of  God,  war,  material  or  labor  shortages,  governmental
regulation or control or other causes beyond the reasonable control of Landlord,
the period for  restoration,  repair or  rebuilding  shall be  extended  for the
amount of time Landlord is so delayed.


                                       8
<PAGE>

          d.     In  no event shall  Landlord be required to rebuild,  repair or
replace any part of the partitions,  fixtures,  additions or other  improvements
which may have been  placed in or about the  Premises by Tenant.  Any  insurance
which  may be  carried  by  Landlord  or  Tenant  against  loss or damage to the
Building or the  Premises  shall be for the benefit of the party  carrying  said
insurance  and under its sole control  except that  Landlord's  insurance may be
subject to control  by the  holder or holders of any  indebtedness  secured by a
mortgage  or deed to secure  debt  covering  any  interest  of  Landlord  in the
Building or Premises. In no event shall Landlord be required under this Lease to
incur any expense in excess of  available  insurance  proceed for the purpose of
repairing  or  restoring  the  Building  or the  Premises  after a fire or other
casualty.  Landlord  shall not be liable for any  inconvenience  or annoyance to
tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof.  Tenant  acknowledges that: (i) Landlord shall not obtain
insurance of any kind on Tenant's furniture,  furnishings,  equipment, fixtures,
alterations,  improvements  and  additions;  (ii) it is tenant's  obligation  to
obtain such  insurance  at tenant's  sole cost and expense;  and (iii)  Landlord
shall not be obligated to repair any damage thereto or to replace the same.

          e.     Notwithstanding  anything herein to the contrary,  in the event
the holder of any  indebtedness  secured by a  mortgage  or deed to secure  debt
covering the Premises or Building  requires that any insurance  proceeds be paid
to it, then Landlord  shall have the right to terminate this Lease by delivering
written  notice of  termination  to Tenant  within  fifteen (15) days after such
requirement  is made by any such  person,  whereupon  the  Lease  shall end upon
expiration  of said  fifteen  (15)  days as if the end of such  period  were the
scheduled Expiration date of the Term.

          f.     In  the event of any damage or  destruction  to the Building or
the premises by any peril  covered by the  provisions  of this  Section,  Tenant
shall,  upon  notice  from  Landlord,  remove  forthwith,  at its sole  cost and
expense,  such  portion  or all of  the  property  belonging  to  Tenant  or his
licensees from such portion or all of the Building or Premises as Landlord shall
request and Tenant hereby indemnifies and holds Landlord harmless from any loss,
liability, costs, expenses,  including attorneys' fees, arising out of any claim
of damage or injury as a result of any alleged  failure to  properly  secure the
Premises prior to such removal.

18.       SUBORDINATION

          Without the necessity of any  additional  document  being  executed by
Tenant for the purpose of effecting a subordination, this Lease shall be subject
and  subordinate  at all times to: (a) all ground  leases or  underlying  leases
which may now exist or  hereafter  be  executed  affecting  the  Building or the
Property  upon  which the  Building  is  situated  or both;  and (b) the lien or
interest of any mortgage or deed to secure debt which may now exist or hereafter
be executed in any amount for which the  Building,  the property  upon which the
Building is situate,  ground leases or underlying leases, or Landlord's interest
or estate in any of said items is  specified as  security.  Notwithstanding  the
foregoing,  Landlord  shall  have  the  right  to  subordinate  or  cause  to be
subordinated  to this Lease any such ground leases or  underlying  leases or any
such liens or interests of mortgages or deeds to secure debt.  In the event that
any  ground  lease or  underlying  lease is  terminated  for any  reason  or any
mortgage  or deed  to  secure  debt  is  foreclosed  or a  conveyance  in lie of
foreclosure  is  made  for  any  reason,   Tenant  shall,   notwithstanding  any
subordination,  attorn to and become the tenant of the  successor in interest to
Landlord at the option of such  successor in interest.  Tenant agrees to execute
such non-disturbance and attornment  agreements as the holder of any mortgage or
deed to secure  debt may  reasonably  require.  Tenant  covenants  and agrees to
execute  and  deliver,  upon  demand by  Landlord  and in he form  requested  by
Landlord,  any additional  documents evidencing the priority or subordination of
this lease with  respect to any tenant of the  successor in interest to Landlord
at the option of such successor in interest.

19.       CONDEMNATION

          a.    If the whole of the Premises  shall be condemned or taken either
permanently or temporarily for any public or quasi-public use or purpose,  under
any  status  or by right of  eminent  domain,  or by  private  purchase  in lieu
thereof, then in the event the term of this Lease shall cease and terminate from
the date when  possession  is taken  thereunder  pursuant to such  proceeding or
purchase.  The rent shall be  adjusted  as of the date title vests in the taking
authority and any rent paid for a period  thereafter  shall be refunded.  In the
event a portion  only of the  Premises or a portion of the  Building  containing
same shall so be taken (even though the  Premises  may not have  affected by the
taking of some other portion of the Building containing same) Landlord may elect
to  terminate  this  Lease  from the date when  possession  is taken  thereunder
pursuant to such proceeding or purchase or the rent payable during the unexpired
portion of this Lease  shall be reduced to such  extent,  if any, as may be fair
and reasonable under all of the  circumstances  and Landlord may elect or repair
and restore the Building and Premises to a condition  suitable for Tenant's use,
as near  to the  condition  thereof  immediately  prior  to  such  taking  as is
reasonably  feasible  under  all  circumstances.  In no  event,  however,  shall
Landlord  be  required  under  this  Lease to incur  any  expenses  in excess of
available  proceed  from any  taking  contemplated  hereby for the  purposes  of
restoring the Building or Premises after any such taking.

          b.     Tenant  shall not share in any condemnation award or payment in
lieu  thereof or in any award for  damages  resulting  from any grade  change of
adjacent  streets  outside  the  Building,  the same being  hereby  assigned  to
Landlord by Tenant;  provided,  however,  that tenant may  separately  claim and
receive from the condemning  authority,  if legally  payable,  compensation  for
Tenant's  removal and  relocation  costs,  for Tenant's loss of business  and/or
business interruption.

          c.     If the Premises or the Building are declared unsafe by any duly
constituted  authority having the power to make such  determination,  or are the
subject of a violation  notice or notices  requiring  repair or  reconstruction,
Landlord,  at its option,  may make the required  repairs or may terminate  this
Lease, and in the latter event, Tenant shall immediately surrender said Premises
to  Landlord  and  thereupon  this Lease shall  terminate  and the rent shall be
apportioned as of the date of such termination.

                                       9
<PAGE>

          d.     Notwithstanding  anything  to the  contrary  contained  in this
Section,  if the temporary use or occupancy of any part of the Premises shall be
taken or  appropriated  under  power of eminent  domain  during the Term of this
Lease,  this lease shall remain  unaffected by such taking or appropriation  and
Tenant shall continue to pay in full all rent payable hereunder by Tenant during
the Term of this  lease;  in the event of any such  temporary  appropriation  or
taking,  Tenant  shall be  entitled to receive  that  portion of any award which
represents compensation for the use or occupancy of the Premises during the Term
of this Lease,  and  Landlord  shall be entitled to receive  that portion of any
award which  represents  the cost of restoration of the Premises and the use and
occupancy of the Premises after the end of the Term of this Lease.

          e.     Notwithstanding  anything  to the  contrary  contained  in this
Section or elsewhere in this Lease, in the event of any  condemnation,  Landlord
shall be entitled to receive its entire award without  deduction  therefrom from
the estate  vested in Tenant by the Lease (none is  intended),  but Tenant shall
have the right to make a separate claim with the condemning authority for and to
receive,  therefrom:  (i) any moving expenses  incurred by Tenant as a result of
such condemnation;  (ii) any costs incurred or paid by tenant in connection with
any alteration or improvement made by Tenant to the Premises; (iii) the value of
any of Tenant's  property taken;  and (iv) any other separate claim which Tenant
may hereafter be permitted to make under applicable law, provided, however, that
such other  separate  claim shall not reduce or  adversely  affect the amount of
Landlord's award.

20.       ESTOPPEL CERTIFICATE

          Within ten (10) days following any written  request which Landlord may
make  from time to time,  Tenant  shall  execute  and  deliver  to  Landlord  in
recordable  form an estoppel  certificate  substantially  as attached  hereto as
Exhibit "F" and made a part hereof or on any Lender's form,  indicating  thereon
any  exceptions  thereto  which may  exist at that  time.  Failure  of tenant to
execute and deliver such  certificate  within the aforesaid ten (10) day period,
shall  constitute  an acceptance  of the Premises and  acknowledgement  that the
statements  included  in Exhibit  "E" are true and  correct  without  exception.
Landlord and Tenant intend that any statement delivered pursuant to this Section
may be relied upon by Landlord or by any  mortgagee,  beneficiary,  purchaser or
prospective  purchaser of the Building or any interest therein,  or by anyone to
whom Landlord may provide said certificate.

21.       DEFAULT AND REMEDIES

          a.     The following events shall be deemed to be events of default by
Tenant under this Lease:

               i. Tenant shall fail to take  possession  of the Premises  within
          thirty  (30) days after  notice to Tenant  that the same are ready for
          occupancy by Tenant; or

               ii. Tenant shall fail to pay when or before due any sum of money,
          in whole or in part,  becoming  due to be paid to Landlord  hereunder,
          whether  such sum be any  installment  of Base rent,  any other amount
          treated as additional  rent, or any other payment or  reimbursement to
          Landlord  required herein,  whether or not treated as additional rent,
          and such failure shall continue for a period of ten (10) days from the
          date payment was due; or

               iii.  Tenant shall fail to comply with any other term,  provision
          or  covenant  of this Lease  other than by failing to pay when due any
          sum of money becoming due to be paid to Landlord hereunder,  and shall
          not cure such failure within twenty (20) days (except immediately,  if
          the  default  involves a hazardous  condition)  after  written  notice
          thereof to Tenant; or

               iv.  Tenant  shall fail to vacate the Premises  immediately  upon
          termination  of this  lease,  by lapse of time or  otherwise,  or upon
          termination of Tenant's right to possession only; or

               v. If the interest of Tenant shall be levied upon under execution
          or be  attached  by  process of law,  or Tenant  shall fail to contest
          diligently  the  validity of any lien or claimed lien upon the Premise
          and give  sufficient  security to Landlord to insure payment  thereof,
          and such default shall continue for ten (10) days after written notice
          to Tenant; or

               vi.  Tenant  vacates the Premises  prior to  termination  of this
          Lease; or

               vii.  A  receiver  is  appointed  to  take  possession  of all or
          substantially  all of the assets of Tenant,  or there is an assignment
          by  Tenant  for the  benefit  of  creditors,  or any  action  taken or
          suffered by Tenant under any insolvency,  bankruptcy or reorganization
          act.

          b.     Upon  the occurrence of any such event of default  described in
Subsection a. above or elsewhere in this lease,  Landlord shall have the option,
at its  election,  to  terminate  this Lease or to terminate  Tenant's  right to
possession only,  without  termination this Lease, and to pursue any one or more
of the  following  remedies  without  any further  notice or demand  whatsoever,
provided that,  upon any  termination of this Lease,  or upon any termination of
Tenant's right to possession without  termination of this Lease, Tenant shall in
either event surrender possession and vacate the Premises immediately,  upon the
expiration  of five (5) days next  following the giving by Landlord to Tenant of
written notice demanding the same, and deliver  possession  thereof to Landlord,
and Tenant  hereby  grants to Landlord  full and free  license to enter into and
upon the Premises in such event with or without  process of law and to repossess
landlord of the Premises and to expel or remove Tenant and any others who may be
occupying or within the Premises and to remove all property  therefrom,  without
being  deemed in any manner  guilty of trespass,  eviction or forcible  entry or
detainer,   and  without  incurring  any  liability  for  any  damage  resulting
therefrom,  Tenant hereby waiving any right to claim damage for such reentry and
expulsion, and without relinquishing any right given to Landlord hereunder or by
operation of law:


                                       10
<PAGE>

               i. Upon termination of this Lease,  Landlord shall be entitled to
          recover  as  damages,  all  rent,  including  any  amount  treated  as
          additional rent hereunder, and other sums due and payable by Tenant on
          the date of  termination,  plus the sum of: (a) an amount equal to the
          then present of the rent,  including any amounts treated as additional
          rent  hereunder,  and other sums provided  herein to be paid by tenant
          for the residue of the stated Term hereof,  less the fair rental value
          of the  Premises  for such  residue  (taking into account the time and
          expense necessary to obtain a replacement tenant or tenants, including
          expenses  hereinafter  described in Subsection b.ii. below relating to
          recovery of the Premises,  preparation for reletting and for reletting
          itself)  and (ii) the cost of  performing  any other  covenants  which
          otherwise would have been performed by Tenant; or

               ii.  Alternatively  to the remedy  provided  in  Subsection  b.i.
          above,  upon any  termination  of tenant's  right to  possession  only
          without termination of this lease, Landlord may, at Landlord's option,
          enter into the Premises,  remove  Tenant's signs and other evidence of
          tenancy,   and  take  and  hold  possession  thereof  as  provided  in
          Subsection b.i. above,  without such entry and possession  terminating
          this  Lease  or  releasing  Tenant,  in  whole  or in  part,  from any
          obligation,  including Tenant's obligation to .pay the rent, including
          any amounts  treated as additional  rent  hereunder for the full Term;
          and  Landlord may then or  thereafter  sublet the Premises or any part
          thereof,  on  such  occasions  and  terms  as  may  be  determined  in
          Landlord's  sole  discretion  and, in such event, I the  consideration
          collected by Landlord upon any such reletting plus any sums previously
          collected from Tenant are not sufficient to pay the full amount of all
          rent,  including any amounts  treated as additional rent hereunder and
          other sums  reserved  in this  Lease for the  remaining  Term  hereof,
          together   with  the  costs  of   repairs,   alterations,   additions,
          redecorating  and Landlord's  expenses of reletting and the collection
          of rent accruing  therefrom  (including  attorneys'  fees and broker's
          commissions),  Tenant  shall  pay  to  Landlord  the  amount  of  such
          deficiency  upon demand and Tenant  agrees that Landlord may file suit
          to recover  any sums  falling due under this  Subsection  from time to
          time.

               iii. In either of the events set forth in  Subsections  b.i.  and
          b.ii. above,  Landlord may, but need not, relet or sublet the Premises
          or any part  thereof,  as the case may be, for such rent and upon such
          terms as Landlord in its sole discretion  shall  determine  (including
          the right to relet the Premises for a greater or lesser term than that
          remaining under this Lease, the right to relet the Premises as part of
          a larger area,  and the right to change the  character and use made of
          the Premises) and Landlord  shall not be required to accept any tenant
          offered by Tenant or to observe any instructions given by Tenant about
          such  reletting.   In  any  such  case,  Landlord  may  make  repairs,
          alterations  and additions in or to the Premises,  and  redecorate the
          same to the extent Landlord deems  necessary or desirable,  and Tenant
          shall,  upon demand,  pay the cost thereof,  together with  Landlord's
          expenses for reletting  including,  without  limitation,  any broker's
          commission incurred by Landlord.

               iv. CAUSE JUDGEMENT TO BE ENTERED  AGAINST  TENANT,  AND FOR THAT
          PURPOSE TENANT HEREBY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY,  CLERK
          OF COURT OR  ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS
          JUDGMENT  AGAINST  TENANT  FOR THE  RECOVERY  OF ALL  FIXED  RENT  AND
          ADDITIONAL  RENT (INCLUDING ALL  ACCELERATIONS  OF RENT AND ADDITIONAL
          RENT PERMISSIBLE UNDER THE PROVISIONS OF THIS LEASE),  HEREUNDER,  AND
          AGREES THAT  LANLDORD  MAY  COMMENCE AN ACTION FOR THE  RECOVERY  FROM
          TENANT OF ALL FIXED RENT AND ADDITIONAL RENT HEREUNDER  (INCLUDING ALL
          ACCELERATIONS  OF RENT  AND  ADDITIONAL  RENT  PERMISSIBLE  UNDER  THE
          PROVISIONS  OF THIS  LEASE) AND FOR ALL OTHER  SUMS  PAYABLE BY TENANT
          UNDER THIS LEASE,  AS WELL AS FOR INTEREST AND COSTS AND AN ATTORNEY'S
          COMMISSION  FOR  COLLECTION OF FIVE PERCENT (5%), BUT IN NO EVENT LESS
          THAN $5,000, FOR WHICH AUTHORIZATION TO CONFESS JUDGMENT,  THIS LEASE,
          OR A TRUE AND CORRECT COPY THEREOF, SHALL BE SUFFICIENT WARRANT.

               v. CAUSE A JUDGEMENT IN EJECTMENT TO BE ENTERED  AGAINST  TENANT,
          FOR  POSSESION OF THE  PREMISES,  AND FOR THAT PURPOSE  TENANT  HEREBY
          AUTHORIZES AND EMPOWERS ANY  PROTHONOTARY,  CLERK OF COURT OR ATTORNEY
          OF ANY  COURT OF RECORD TO APPEAR  FOR AND  CONFESS  JUDGMENT  AGAINST
          TENANT IN EJECTMENT  FOR  POSSESION OF THE  PREMISES,  AND AGREES THAT
          LANLDORD MAY COMMENCE AN ACTION FOR THE ENTRY OF AN ORDER IN EJECTMENT
          FOR THE POSSESSION OF REAL PROPERTY,  AND TENANT FURTHER AGREES THAT A
          WRIT OF POSSESSION  PURSUANT  THERETO MAY ISSUE  FORTHWITH,  FOR WHICH
          AUTHORIZATION  TO CONFESS JUDGMENT AND FOR ISSUANCE OF A WRIT OR WRITS
          OF POSSESSION PURSUANT THERETO,  THIS LEASE, OR A TRUEAND CORRECT COPY
          THEREOF, SHALL BE SUFFICIENT WARRANT.

          c.     Should Landlord, acting reasonably and in good faith, determine
that Tenant is not acting  within a  commercially  reasonable  time to maintain,
repair or replace anything for which Tenant is responsible  hereunder,  Landlord
may, in  Landlord's  option,  upon  Tenant's  continued  failure to so maintain,
repair or replace after twenty (20) days' notice from  Landlord,  enter into and
upon the  Premises,  and correct the same,  without  being  deemed in any manner
guilty of  trespass,  eviction  or  forcible  entry  and  detainer  and  without
incurring any liability for any damage resulting therefrom; and Tenant agreed to
reimburse  Landlord,  on demand,  as  additional  rent,  for any expenses  which
Landlord may incur in thus effecting  compliance with Tenant's obligations under
this Lease.


                                       11
<PAGE>

          d.     Any  and all property which may be removed from the Premises by
Landlord  pursuant to the  authority of this Lease or of law, to which Tenant is
or may be entitled,  may be handled,  removed and stored, as the case may be, by
or at the  direction  of Landlord at the risk,  cost and expense of Tenant,  and
Landlord  shall  in no event  be  responsible  for the  value,  preservation  or
safekeeping  thereof.  Tenant  shall  pay  Landlord,  upon  demand,  any and all
expenses  incurred in such removal and all storage charges against such property
so long as the  same  shall be in  Landlord's  possession  or  under  Landlord's
control.  Any such property of Tenant not retaken by Tenant from storage  within
thirty (30) days after removal from the premises shall, at Landlord's option, be
deemed conveyed by Tenant to Landlord under this lease as a bill of sale without
further payment or credit by Landlord to Tenant.

          e.     In  exercising any of the remedies set forth in this Lease with
respect to entry or re-entry of the Premises,  Landlord  shall not be civilly or
otherwise  liable to Tenant for any damage to Tenant's  property  unless  solely
caused by the intentional or wanton or willful and reckless conduct of Landlord.

          f.     Pursuit by Landlord of any of the foregoing remedies shall not,
except  as set  forth in the  alternative  case of those  remedies  provided  in
Subsections b.i. and b.ii. above,  preclude pursuit of any of the other remedies
herein  provided or any other  remedies  provided by law or  available in equity
(such  remedies  being  cumulative),  nor shall  pursuit  of any  remedy  herein
provided constitute a forfeiture or waiver of any rent due to Landlord hereunder
or of any damages  accruing to landlord by reason of the violation of any of the
terms,  provisions and covenants in this Lease. No act or thing done by Landlord
or its agents during the Term hereby  granted  shall be deemed a termination  of
this lease or an acceptance  of the surrender of the Premises,  and no agreement
to terminate  this Lease or accept a surrender of said  Premises  shall be valid
unless in writing signed by Landlord.  No waiver by Landlord of any violation or
breach of any of the terms,  provisions and covenants  herein contained shall be
deemed or construed to  constitute a waiver of any other  violation or breach of
any of the terms,  provisions and covenants in this Lease. Landlord's acceptance
of the payment of rental or other payments  hereunder after the occurrence of an
event of  default  shall not be  construed  as a waiver of such  default,  or as
accord and satisfaction of any liability of Tenant, unless Landlord expressly so
notifies Tenant in writing.  Forbearance by Landlord in enforcing one or more of
the  remedies  in this Lease  upon any event of  default  shall not be deemed or
construed  to  constitute  a waive of such  default  or of  Landlord's  right to
enforce  any such  remedies  with  respect  to such  default  or any  subsequent
default.  If, on  account  of any  breach  or  default  by  Tenant  in  Tenant's
obligations  under the terms  and  conditions  of this  lease,  it shall  become
necessary  or  appropriate  for  Landlord to employ or consult  with an attorney
concerning  or to  enforce  or  defend  any of  Landlord's  rights  or  remedies
hereunder, Tenant agrees to pay all reasonable attorneys' fees so incurred, said
attorneys'  fees being deemed  additional  rent due hereunder upon the next date
the payment by Tenant of rent or any installment thereof is due.

          g.     Landlord and Tenant expressly waive any right to trial by jury.

          h.     If  proceedings  shall be  commenced  by  Landlord  to  recover
possession  under the Acts of Assembly,  either at the end of the Term or sooner
termination thereof, or for non-payment of rent or for any other reason,  Tenant
specifically waives the right to the three (3) months' notice and/or the fifteen
(15) or thirty (30) days' notice  required by the Act of April 5, 1957,  No. 20,
and agrees that five (5) days' notice shall be  sufficient in either or any such
case.

          i.     Neither this Lease or any rights or privileges  hereunder shall
be  an  asset  of  Tenant  in  any  bankruptcy,   insolvency  or  reorganization
proceeding.  If Landlord  shall not be permitted to terminate this Lease because
of all the  provisions  of the  United  States  Bankruptcy  Code,  Tenant or any
trustee for it shall,  within  fifteen (15) days upon request by Landlord to the
Bankruptcy  Court,  assume or reject this Lease  unless all  defaults  hereunder
shall have been cured,  Landlord  shall have been  compensated  for any monetary
loss resulting from such default, and Landlord shall be provided with reasonably
adequate assurance of full and timely performance of all provisions,  terms, and
conditions of this Lease on the part of Tenant to be performed.

22.       REQUIREMENTS OF STRICT PERFORMANCE

          The  failure  or delay  on the part of  either  party  to  enforce  or
exercise  at any time any of the  provisions,  rights or  remedies  in the Lease
shall in no way be  construed to be a waiver  thereof,  nor in any way to affect
the  validity  of this  Lease or any part  hereof,  or the right of the party to
thereafter enforce each and every such provision,  right or remedy. No waiver of
any breach of this Lease shall be held to be a waiver of any other or subsequent
breach.  The  receipt by  Landlord of rent at a time when the rent is in default
under this Lease shall not be construed as a waiver of such default. The receipt
by Landlord of a lesser  amount than the rent due shall not be  construed  to be
other than a payment on account of the rent then due, nor shall any statement on
Tenant's check or any letter accompanying Tenant's check be deemed in accord and
satisfaction,  and  Landlord  may  accept  such  payment  without  prejudice  to
Landlord's  right to recover  the balance of the rent due or to pursue any other
remedies  provide in this Lease.  No act or thing done by Landlord or Landlord's
agents or employees  during the term of this lease shall be deemed an acceptance
of a surrender  of the  Premises,  and no  agreement  to accept such a surrender
shall be valid unless in writing and signed by Landlord.

23.       RIGHT OF LANLDORD TO PERFORM

          All covenant and agreements to be performed by the Tenant under any of
the terms of this Lease shall be  performed  at Tenant's  sole costs and expense
and without any  abatement in rent. If Tenant shall fail to pay any sum of money
or incur any expense,  other than rent, required to be paid by Tenant hereunder,
whether or not such failure constitutes a breach of this Lease, and such failure
shall continue for ten (10) days after notice thereof by Landlord, Landlord may,
but shall not be obligated to do so, and without waiving or releasing the Tenant
from any obligations of Tenant,  make any such payment or incur any such expense
or perform  such act on the  Tenant's  part to be made pr


                                       12
<PAGE>

performed as in this Lease required to be adopted by Tenant. All sums so paid by
Landlord and as necessary and incidental costs together with interest thereon at
the  Interest  Rate as  defined  in  Section 8 from the date of such  payment by
Landlord, shall be payable as additional rent to the Landlord on demand.

24.        SURRENDER OF PREMISES; HOLDING OVER

          a.     At  the end of the Term or any renewal  thereof or other sooner
termination of this Lease, Tenant shall peaceably deliver to Landlord possession
of the Premises,  together  with all  improvements  or additions,  by whomsoever
made, in the same condition as received,  or first installed,  ordinary wear and
tear,  damage by fire,  earthquake or act of God excepted.  So long as tenant is
not in default,  Tenant may, upon  termination of this Lease,  remove al movable
furniture and equipment  belonging to Tenant,  at Tenant's sole cost,  repairing
any damage  caused by such removal.  Property not so removed  within thirty (30)
days shall be deemed  abandoned  by Tenant,  and title to the same shall pass to
Landlord,  at Landlord's  election.  Upon request by Landlord,  unless otherwise
agreed to in writing by Landlord,  Tenant shall  remove,  at Tenant's sole cost,
all permanent  improvements made by Tenant to the premises and repair any damage
resulting from such removal.  Property not so removed within thirty (30) days of
the last day of the Term may be considered  abandoned by Tenant, and title shall
pass to landlord,  at landlord's  election.  The voluntary or other surrender of
this Lease by Tenant  shall,  at the option of  Landlord,  terminate  all or any
exiting subleases or subtenancies, or may, at the option of Landlord, operate as
an assignment to Landlord of any or all such subleases or subtenancies.

          b.     If  Tenant  retains  possession  of the  Premises  or any  part
thereof  after  the  termination  of this  Lease  by  expiration  of the term or
otherwise,  then Landlord may, at its option,  serve written  notice upon Tenant
that such holding over  constitutes:  (i) creation of a month to month  tenancy,
upon the terms and  conditions  set forth in this Lease;  or (ii)  creation of a
tenancy  at will,  in any case upon the terms and  conditions  set forth in this
Lease,  however,  that the Base Rent shall,  in addition to all other sums which
are to be paid by Tenant hereunder,  whether or not as additional rent, be equal
to one  hundred and fifty  percent  (150%) of the rental  being paid  monthly to
Landlord  under this Lease  immediately  prior to such  termination.  If no such
notice is served,  then a tenancy at will shall be deemed to be created.  Tenant
shall also pay to  Landlord  as  additional  rent all other  damages,  costs and
expenses  sustained by Landlord by reason of Tenant's  retention of  possession,
including  the loss of any  proposed  subsequent  tenant for any  portion of the
Premises.  In such  events,  tenant  shall  vacate the Premises and deliver full
possession  to Landlord  upon the giving to Tenant by Landlord of ten (10) days'
written notice and demand. The provisions of this Section shall not constitute a
waiver by  Landlord  of any right of  re-entry  as herein set  forth;  nor shall
receipt  of any rent or any  other act in  apparent  affirmance  of the  tenancy
operate  as a waiver of the right to  terminate  this  Lease for a breach of any
terms, covenants or obligations to be performed by Tenant, or of any other right
of Landlord.

25.       DELAY IN POSSESSION

          In the event the Premises are not ready for Tenant's  occupancy at the
time herein fixed for the  commencement of the Term of this Lease,  neither this
Lease  nor the Term  hereof  shall be  affected  thereby,  nor  shall  Tenant be
entitled to make any claim for or receive any damages  whatsoever from Landlord,
and the Term hereof shall  nevertheless end on the date herein originally fixed,
but no rent or other sums herein  provided to be paid by Tenant shall become due
until the Premises are substantially  completed and deemed by the Landlord to be
ready for  Tenant's  occupancy,  and until  that time the  rental and other sums
shall be suspended and pro-rated.

26.       COMPLIANCE WITH LAWS AND ORDINANCES

          Tenant  shall be solely  responsible  for,  and shall pay promptly and
before delinquent,  all federal,  state,  city, county and other taxes,  license
fees and  assessments  due or coming  due during or after the Term of this Lease
against Tenant, Tenant's interest in this Lease or Tenant's personal property or
intangibles  owned,  placed in or  generated  in, upon or about the  Premises by
Tenant.  Tenant  shall not use the  Premises in a manner,  which will in any way
conflict with any law,  statute,  ordinance,  or governmental rule or regulation
now in force or which may hereafter be enacted or promulgated.  Tenant shall not
do or  permit  anything  to be done on or about  the  Premises  or bring or keep
anything  therein which will in any way increase the rate of any insurance  upon
the Building or cause a cancellation of said insurance or otherwise  affect said
insurance  in any manner.  Tenant  shall at its sole cost and  expense  promptly
comply with all laws, statutes,  ordinances, or governmental rule, regulation or
requirement  now in force or which may hereafter be enacted or  promulgated  and
with the  requirements  of any board of fire  underwriters or other similar body
now or  hereafter  constituted  as may apply in  relation  to or  affecting  the
condition,  use, occupancy of the Premises,  including without  limitation,  the
Occupational  Safety and Health Act, the Americans with Disabilities Act and all
environmental  laws.  Upon demand,  Tenant  shall pay to Landlord as  additional
rent, to be added to any installment of rent  thereafter  becoming due, any cost
incurred by Landlord in curing any default or meeting any  obligation  of Tenant
under this Section,  and Landlord  shall have the same remedies for a default in
payment of such sums as for a default in the payment of rent.

27.       NOTICES

          Each notice  required or  permitted to be given under this Lease shall
be sent by hand  delivery  or by  depositing  it with the United  States  Postal
Service or the official successor thereto,  certified or registered mail, return
receipt requested,  with adequate postage prepaid,  addressed to the appropriate
party as  hereinafter  provided.  Each such notice shall be effective upon being
hand-delivered  or deposited with the United States Postal Service,  as the case
may be, but the time period in which a response to any such notice must be given
or any action taken with respect  thereto shall commence to run from the date of
receipt of the notice by the  addressee  thereof,  as  evidenced by the delivery
record of the  messenger  or courier  service  or by the  return  receipt of the
United States Postal  Service,  as the case may be.  Rejection or refusal by the
addressee to accept or the inability of the messenger or courier service, or the
United States Postal  Service,  to deliver because of a changed address of which
no notice was


                                       13
<PAGE>

given,  shall in any case be deemed to be the  receipt of the notice  sent.  The
address of Landlord and Tenant are as follows:

          To Landlord:      455 Office Associates LP
                            3326 Old York Road
                            Suite A-100
                            Furlong, PA 18925
                            Attn:  Lydia A. Aleixo
                            Director of Property Management

          To Tenant:        As provided in the Term Sheet

          Any party shall have the right from time to time to change the address
to  which  notices  to it  shall be sent  and to  specify  up to two  additional
addressees  to which  copies of  notices to it shall be sent by giving the other
party or parties at least thirty (30) days prior  notice of the changed  address
or additional addresses.

28.       CERTAIN RIGHTS RESERVED TO LANDLORD

          Landlord  reserves  and may  exercise  the  following  rights  without
affecting Tenant's obligations hereunder:

          a.     To change the name of the Building;

          b.     To   designate  all  sources   furnishing   sign  painting  and
lettering, towels, toilet supplies lamps and bulbs to be used in the Premises;

          c.     To retain at all times passkeys to the Premises;

          d.     To   grant  to  anyone  the  exclusive  right  to  conduct  any
particular business or undertaking in the Building;

          e.     To  close the  Building  after  regular work hours and on legal
holidays  subject,  however,  to  Tenant's  right  to  admittance,   under  such
reasonable  regulations as Landlord may prescribe  from time to time,  which may
include  by way of example  but not of  limitation,  that  persons  entering  or
leaving the Building  identify  themselves by registration or otherwise and that
said persons establish their right to enter or leave the Building; and

          f.     To take any and all measures,  including inspections,  repairs,
alterations,  decorations,  additions  and  improvements  to the Premises or the
Building,  and  identification  and  admittance  procedures  for  access  to the
Building  as  may  be  necessary  or  desirable  for  the  safety,   protection,
preservation or security of the Premises or the Building or Landlord's interest,
or as may be necessary or desirable in the operation of the Building.

          Landlord may enter upon the Premises and may  reasonable  exercise any
or all of the foregoing rights hereby without being deemed guilty of an eviction
or  disturbance  of Tenant's use or  possession  and without being liable in any
manner to Tenant and  without  abatement  of rent or  affecting  any of Tenant's
obligations hereunder.

29.      ATTORNEY'S FEES

          In the event that any action or  proceeding  is brought to enforce any
term, covenant or condition of this Lease on the part of Landlord or Tenant, the
prevailing party shall be entitled to reasonable  attorneys' fees to be fixed by
the court in such action or proceeding.

30.      WARRANTIES OF TENANT AND AGENT; NO LIABILITY OF AGENT

          a.     Tenant  warrants to Landlord  that Tenant dealt and  negotiated
solely  and only  with  Agent  (or  Landlord)  for this  Lease and with no other
broker,  firm,  company or person.  Agent  warrants  to  Landlord  that no other
broker,  firm,  company or person was involved in the finding and negotiation of
this Lease with Tenant,  other than Agent (or Landlord) s. Tenant and Agent (for
good and valuable consideration) shall indemnify and hold Landlord harmless from
and  against  any and all  claims,  suits,  proceedings,  damages,  obligations,
liabilities,  counsel  fees,  costs,  losses,  expenses,  orders and  judgements
imposed upon,  incurred by or asserted against Landlord by reason of the falsity
or error of their own aforesaid warranty;

          b.     It  is expressly  understood  and agreed by Landlord and Tenant
that  Agent is  acting  as agent  only,  and shall not in any event be liable to
either Landlord or Tenant for the fulfillment or  non-fulfillment  of any of the
terms,  covenants,  conditions or provisions of this Lease, or for any action or
proceeding taken by Landlord against Tenant or by Tenant against Landlord.

31.      FORCE MAJEURE

          Landlord  shall  be  excused  for the  period  of any  delay  in their
performance of any of the obligations hereunder, when prevented from so doing by
cause  or  causes  beyond  Landlord's  control  which  shall  include,   without
limitation, all labor disputes,  inability to obtain material or services, civil
commotion, or Acts of God.


                                       14
<PAGE>

32.       LANDLORD'S LIEN

          In  addition  to any  statutory  lien  for rent in  landlord's  favor,
landlord  shall have and Tenant hereby grants to Landlord a continuing  security
interest  for all rentals and other sums of money  becoming due  hereunder  from
Tenant,  upon  all  goods,  wares,  equipment,  fixtures,  inventory,  accounts,
contract rights, chattel paper and other personal property of Tenant situated on
the  Premises,  and such  property  shall not be removed  therefrom  without the
consent of Landlord  until all  arrearages  in rent as well as any and all other
sums of  money  then  due to  Landlord  hereunder  shall  first  have  paid  and
discharged.  In the event of a default under this Lease, Landlord shall have, in
addition  to any other  remedies  provided  herein  or by law,  all  rights  and
remedies under the Uniform Commercial Code,  including without  limitation,  the
right to sell the  property  described in this Section at public or private sale
upon providing the notice called for by the Uniform  Commercial Code, or if none
is so supplied by  providing  five (5) days'  written  notice to Tenant.  Tenant
hereby  agrees that Landlord may record a memorandum of this Lease at Landlord's
discretion.  Tenant further  agrees that this Lease shall  constitute a security
agreement and further agrees to execute for recordation,  simultaneous  with the
execution of this Lease or at such other time designated by Landlord at its sole
discretion,  such financing statements and other instruments deemed necessary or
desirable in the sole  discretion  of Landlord to perfect the security  interest
hereby  created.  Any statutory lien for rent is not hereby waived,  the express
contractual lien herein granted being in addition and supplementary thereto.

33.       QUIET ENJOYMENT

          Landlord  represents and warrants that it has full right and authority
to enter  into  this  Lease  and that  Tenant,  while  paying  the Base Rent and
additional  rent and  performing its other  covenants and agreements  herein set
forth,  shall  peaceably and quietly  have,  hold and enjoy the Premises for the
Term without hindrance from Landlord subject to the terms and provisions of this
Lease. In the event this is a sublease,  then Tenant agrees to take the premises
subject to the provisions of the prior leases.  Landlord shall not be liable for
any  interference  or disturbance  by other tenants or third persons,  nor shall
Tenant  be  released  from  any  obligations  of  this  lease  because  of  such
interference or disturbance.

34.      LANDLORD'S LIABILITY

         In no event shall Landlord's liability for breach of this lease exceed
the amount of rent then remaining unpaid for the then current Term (exclusive of
any renewal periods which have not then actually commenced). This provision is
not intended to be a measure or agreed amount of Landlord's liability with
respect any particular breach, and shall not be utilized by any court or
otherwise for the purpose of determining any liability of Landlord hereunder,
except only as a maximum amount not to be exceeded in any event. Furthermore,
any liability of Landlord shall be enforceable only for and out of the interest
of Landlord in the Building. Anything to the contrary contained in this Lease
notwithstanding, there shall in no event be any personal or derivative liability
with respect to, arising from or related in any manner to the terms, covenants,
conditions and provisions of this Lease or their application, sought or enforced
against any persons, firms or other entities which constitute the landlord, and
Tenant hereby exculpates each and all partners of Landlord from any and all
liability arising from or relating to this Lease and its provisions or from
Landlord's status as such hereunder. Tenant shall, subject to the rights of any
ground lessor, mortgagee or holder of any security interest, look solely to the
interest of Landlord, its successors and assigns, in the Building for the
satisfaction of any remedy, of Tenant against Landlord.

35.       SUCCESSORS

          The  respective  rights and  obligations  provided in this Lease shall
bind  and  shall  inure  to the  benefit  of the  parties  hereto,  their  legal
representatives,  heirs,  successors  and assigns,  provided,  however,  that no
rights shall insure to the benefit of any successors of Tenant unless Landlord's
written  consent for the transfer to such  successor  has first been obtained as
provided in Section 11.

36.       GOVERNING LAW

         This Lease shall be construed, governed and enforced in accordance with
the laws of the Commonwealth of Pennsylvania.

37.       SEVERABILITY

          If any  provisions of this Lease shall be held to be invalid,  void or
unenforceable,  the remaining  provisions  hereof shall in no way be affected or
impaired and such remaining provisions shall remain in full force and effect.

38.       CAPTIONS

          Any  heading  preceding  the  text  of  the  several   paragraphs  and
subparagraphs  hereof are inserted  solely for the  convenience of reference and
shall not  constitute  a part of this Lease,  nor shall they affect its meaning,
construction or effect.

          39. GENDER

          As used in this Lease, the word "person" shall mean and include, where
appropriate, an individual, corporation, partnership or other entity; the plural
shall be substituted  for the singular,  and the singular for the plural,  where
appropriate; and words of any gender shall mean to include any other gender.

                                       15
<PAGE>

40.       EXECUTION

          This Lease shall  become  effective  when it has been signed by a duly
authorized officer or representative of each of the parties and delivered to the
other party.

41.       EXHIBITS AND RIDERS

          Attached hereto are the following documents which constitute a part of
this Lease:

         EXHIBIT A:        FLOOR PLAN
         EXHIBIT B:        TENANT DRAWINGS
         EXHIBIT C:        CONFIRMATION OF LEASE TERM
         EXHIBIT D:        RULES AND REGULATIONS
         EXHIBIT E:        ESTOPPEL CERTIFICATE FORM
         EXHIBIT F:        DISCLOSURE AND WAIVER RELATING TO CONFESSION OF
                           JUDGEMENT AND EXECUTION PROCEEDINGS

42.      CORPORATE AUTHORITY

         If Tenant is a corporation, each individual executing this Lease on
behalf of said corporation represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of said corporation in accordance with
the duly adopted resolution of the Board of Directors of said corporation or in
accordance with the By-Laws of said corporation, and that this Lease is binding
upon said corporation in accordance with its terms.

43.       NO RECORDATION

          This  Lease  shall  not be filed of  record;  upon  request  of either
Landlord or Tenant,  a memorandum of this Lease in compliance  with Law shall be
executed by Landlord and Tenant and recorded,  with  recordation  costs borne by
the parties making such request.

44.       ADA REQUIREMENT

          Landlord shall be responsible for bringing the Building's common areas
into compliance with the Americans With Disabilities Act, state and city law and
ordinances.  Any  modification  to the common areas required by said act now, or
any time in the future,  shall be the sole  responsibility  of the ownership and
shall in no way financially impact the Landlord / Tenant.

45.       RIGHT OF FIRST REFUSAL

          Landlord  will  grant  to  Tenant  a Right  of  First  Offer  over any
available  contiguous  space. When such space becomes  available,  Landlord will
give Tenant seven (7) business days' written notice to elect to lease all of the
space.

46.       LOBBY RENOVATIONS

          Landlord may decorate the first and second floor lobbies by installing
poster art and furniture, plants, etc.

47.       TENANT'S BUYOUT OPTION

          Tenant may cancel this Lease at the end of the 40th month by providing
Landlord  with  written  notice  no later  than the end of the  34th  month  and
delivery  of a  certified  check  in the  amount  of One  Hundred  Seventy  Five
Thousand, Two Hundred Seventy Five dollars and zero cents ($175,275.00) Dollars.
The certified check is due with the above referenced notice.

48.       EXCLUSIVITY

          Landlord will not commit to Exclusivity.

49.       ENTIRE AGREEMENT

          This Lease, including the Exhibits and any Riders hereto, made between
the parties  hereto with respect to the subject  matter  hereof,  and may not be
modified orally or in any manner other than by an agreement in writing signed by
both parties hereto or their respective successors in interest.

LANDLORD  AND  TENANT  HAVE  CAREFULLY  READ AND  REVIEWED  THIS  LEASE AND EACH
PROVISION IN IT AND BY EXECUTING IT, SHOW THEIR INFORMED AND VOLUNTARY  CONSENT.
THE  PARTIES  AGREE  THAT,  AT THE TIME THIS  LEASE IS  EXECUTED,  ITS TERMS ARE
COMMERCIALLY  REASONABLE  AND  EFFECTUATE THE INTENT AND PURPOSE OF LANLDORD AND
TENANT WITH RESPECT TO THE PREMISES.

This Lease has been prepared for  submission  to your attorney for approval;  no
representation  or  recommendation  is made as to the legal  sufficiency,  legal
effect,  or tax consequences of this Lease or the transaction  relating thereto;
the parties  shall rely solely upon the advice of their own legal  counsel as to
the legal and tax consequences.


                                       16
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Lease under their
hands  and  seals  as of the day and year set  forth  in the  Term  Sheet,  each
warranting  to the other that it has the  authority to do so and the capacity to
bind the respective entities identified as Landlord and Tenant.

LANDLORD:

455 OFFICE ASSOCIATES LP



By:
   --------------------------------------------------
Print Name:
           ------------------------------------------
Print Title:
            -----------------------------------------




TENANT:

WHIRLWIND MARKETING

By:
   --------------------------------------------------
Print Name:
           ------------------------------------------
Print Title:
            -----------------------------------------




                                       17
<PAGE>


                                   EXHIBIT "A"

                                   FLOOR PLAN
                                   ----------






<PAGE>


                                   EXHIBIT "B"

                                 TENANT DRAWINGS
                                 ---------------


                                      None
--------------------------------------------------------------------------------




                Landlord to turnkey space, replace Kitchen floor.





<PAGE>


                                   EXHIBIT "C"

                           CONFIRMATION OF LEASE TERM
                           --------------------------


455 PENNSYLVANIA AVE, FORT WASHINGTON PA
----------------------------------------

This Agreement,  made this 20th day of October , 2000, by and between 455 Office
Associates LP (hereinafter called "Landlord"),  acting by and through it's agent
Heritage  Property   Management   (Hereinafter  called  "Agent")  and  Whirlwind
Marketing (hereinafter called "Tenant").

                                   WITNESSETH

WHEREAS, by Agreement of Lease dated the 20th day of October,  2000, between the
parties  hereto,  the Landlord  leased to Tenant and Tenant leased and took from
Landlord,  for the term and upon the terms and  conditions  therein  set  forth,
certain premises  generally  described as Suite 200, 455 Pennsylvania  Ave, Fort
Washington, PA.

WHEREAS,  said  Agreement of Lease  provided  that the parties  shall  execute a
confirmation of the actual  Commencement and Expiration Dates of the lease, when
such dates have been determined.

NOW THEREFORE,  the parties hereto,  intending to be legally bound hereby, agree
that the terms of said Lease shall  commence  on the 20th day of October,  2000,
unless sooner or later agreed upon or extended as therein provided.

The undersigned Tenant is in possession and occupation of the premises demised
to it in the Agreement of Lease, and further states (i) that it commenced paying
rent on the "commencement date" as set forth in said lease *; (ii) that the
lease is in full force and effect; (iii) that the Landlord is not in default
thereof; (iv) that the premises as erected, as completed, are accepted by Tenant
as being in accordance with the terms of the lease, subject only to the items
listed in the Notice of Completion Form; and (v) that Tenant has no offset or
deduction to the payment of Rent or additional rent.

* NOTE:  Date for the  commencement  of rental payments may be subsequent to the
         "commencement date."

          IN WITNESS WHEREOF,  the parties hereto have caused this  Confirmation
of Lease Term to be duly executed, the day and year first above written.

455 Office Associates LP.                   AGENT:  Heritage Property Management


BY:                                         BY:
   -------------------------------             ---------------------------------


ATTEST:                                     TENANT:  Whirlwind Marketing
       ---------------------------
(Corporate Seal)

                                            BY:
                                               ---------------------------------

APPROVED:                                   ATTEST:
                                                   -----------------------------
                                                   (Corporate Seal)





<PAGE>


                                   EXHIBIT "D"

                              RULES AND REGULATIONS
                              ---------------------


DEFINITIONS:

1.   Wherever in these Rules and Regulations the word "Tenant" is used, it shall
     be taken to  apply  to and  include  the  Tenant,  his  agents,  employees,
     invitees,  licensees,  subtenants and  contractors,  and is to be deemed of
     such number and gender as the circumstances  require. The word "room" is to
     be taken to include  the space  covered by the Lease.  The word  "Landlord"
     shall be taken to include the employees and agents of Landlord.

CONSTRUCTION:

2.   The streets, parking areas, sidewalks, entrances, lobbies, halls, passages,
     elevators,  stairways and other common areas provided by Landlord shall not
     be  obstructed  by Tenant,  or used by him for any other purpose other than
     for ingress and egress.

WASHROOMS:

3.   Toilet rooms, water-closets and other water apparatus shall not be used for
     any  purpose  other  than  those for which  they were  constructed,  and no
     sweepings,  rubbish,  rags or other substances shall be thrown therein. All
     damages  resulting from any misuse of the fixtures shall be borne by Tenant
     who, or whose servants, employees, agents, visitors or licensees shall have
     caused the same.

INSURANCE PROHIBITIONS:

4.   Tenant  shall  not do  anything  in the  rooms,  or bring or keep  anything
     herein, which will in any way increase or tend to increase the risk of fire
     or the rate of fire insurance,  or which will conflict with the regulations
     of the Fire  Department or the fire laws,  or with any insurance  policy on
     the  Building  or any part  thereof,  or with any law,  ordinance,  rule or
     regulation  affecting the  occupancy and use of the rooms,  now existing or
     hereafter enacted or promulgated by any public authority or by the Board of
     Fire Underwriters.

GENERAL PROHIBITIONS:

5.   In order to insure proper use and care of the Premises, Tenant shall not:

     (a)  Keep animals or birds in the rooms.

     (b)  Use rooms as sleeping apartments.

     (c)  Allow any sign,  advertisement  or notice to be fixed to the Building,
          inside or outside, without Landlord's consent. Signs or interior glass
          doors will be painted only by the person  designated by Landlord,  the
          cost of the painting to be paid by Landlord.

     (d)  Make  improper  noises  or  disturbances  or any kind;  sing,  play or
          operate any musical  instrument,  radio or television  with consent of
          Landlord, or otherwise do anything to disturb other tenants or tend to
          injure the reputation of the Building.

     (e)  Make or defile elevators, water-closets, toilet rooms, walls, windows,
          doors or any other part of the Building.

     (f)  Place  anything  on  the  outside  of  the  Building,  including  roof
          setbacks,  window ledges or other  projections;  or drop anything from
          the windows, stairways, or parapets; or place trash or other matter in
          the halls, stairways, elevators or light wells of the Building.

     (g)  The sashes, sash doors, skylights,  windows, and doors that reflect or
          admit light and air into the halls, passageways or other public places
          in the Building shall not be covered or obstructed by any tenant,  nor
          shall any bottles,  parcels, or other articles be placed on the window
          sills.

     (h)  Fasten any article, drill holes, drive nails or screws into the walls,
          floors, woodwork or partitions; not shall the same be painted, papered
          or otherwise covered or in any way marked or broken without consent of
          Landlord.

     (i)  Operate any machinery other than small office equipment.

     (j)  Interfere with heating or cooling apparatus.

     (k)  Allow anyone but Landlord's employees or contractors to clean rooms.

     (l)  Leave rooms without locking doors,  stopping all office machines,  and
          extinguishing all lights.



<PAGE>

     (m)  Install any shades, blinds or awnings without consent of Landlord.

     (n)  Use any electric heating device without permission of Landlord.

     (o)  Install call boxes, or any kind of wire in or on the Building  without
          Landlord's permission and direction.

     (p)  Manufacture  any  commodity,  or  prepare  or  dispense  any  foods or
          beverages,  tobacco,  drugs, flowers, or other commodities or articles
          without the written consent of Landlord.

     (q)  Secure duplicate keys for rooms or toilets, except from Landlord.

     (r)  Use desk chairs on carpeted areas without protective chair pads.

     (s)  Please  any  lights in any  portion  of the  Building  beyond the safe
          carrying capacity of the structure.

     (t)  Enter any mechanical or electrical areas,  telephone closets,  loading
          areas,  roof or building  storage areas without the written consent of
          Landlord.

     (u)  Place door mats in public corridors without consent of Landlord.

     (v)  Throw any debris or other trash out of windows.

PUBLICITY:

6.   Tenant shall not use the name of the Building in any way in connection with
     his business  except as the address  thereof.  Landlord shall also have the
     right to prohibit any advertising by Tenant,  which, in its opinion,  tends
     to impair the reputation of the Building or its  desirability as a building
     for offices;  and upon written notice from  Landlord,  Tenant shall refrain
     from or discontinue such advertising.

MOVEMENT OF EQUIPMENT:

7.   Landlord  reserves  the right to  designate  the time  when and the  method
     whereby freight,  small office equipment,  furniture,  safes and other like
     articles may be brought into,  moved or removed from the Building or rooms,
     and to designate the location for temporary  disposition of such items.  In
     no event shall any of the foregoing  items be taken from Tenant's space for
     the purpose of removing same from the Building  without the express consent
     of both Landlord and Tenant.

REGULATION CHANGES:

8.   Landlord  shall  have the right to make such other and  further  reasonable
     rules and  regulations  as in the  judgement of Landlord,  may from time to
     time be needful for the safety,  appearance,  care and  cleanliness  of the
     Building and for the preservation of good order therein. Landlord shall not
     be  responsible  to Tenant for any  violation of rules and  regulations  by
     other tenants.

PUBLIC ENTRANCE:

9.   Landlord reserves the right to exclude the general public from the Building
     upon such days and at such hours as in Landlord's judgement will be for the
     best  interest  of the  Building  and its  tenants.  Persons  entering  the
     Building  after 6:00 PM on business  days and at all times on weekends  and
     holidays must sign the register maintained for that purpose.

KEYS:

10.  No  additional  locks or bolts of any kind shall be placed  upon any of the
     doors or windows by any  Tenant,  nor shall any changes be made in existing
     locks or the mechanism  thereof.  Each tenant must, upon the termination of
     his tenancy, restore to the Landlord all keys of stores, offices and toilet
     rooms,  either furnished to, or otherwise  procured by, such tenant, and in
     the event of the loss of any keys,  so  furnished  such tenant shall pay to
     Landlord the cost thereof.

TENANT REQUIREMENTS:

11.  The  requirements  of tenants will be attended to only upon  application at
     the office of the Building. Building's employees shall not perform any work
     or do  anything  outside of their  regular  duties,  unless  under  special
     instructions from the office of the Landlord.

SOLICITING:

12.  Canvassing,  soliciting and peddling in the Building is prohibited and each
     Tenant shall cooperate to prevent the same. To the extent permitted by law,
     Tenant shall not (and take effective immediate action to stop its employees
     or  invitees  from doing so)  distribute  literature,  flyers,  handouts or
     pamphlets of all types in any of the common  areas of the Building  without
     the express prior written permission of the Landlord.


                                       2
<PAGE>

AIR CONDITIONING:

13.  Whenever the air conditioning system is in operation,  Tenant will keep and
     cause to be kept closed all the windows in the Leased  Space and will lower
     and close the blinds when necessary because of the sun's position.

THEFT:

14.  Tenant  assumes full  responsibility  for  protecting the Leased Space from
     theft, robbery and pilferage. Except during Tenant's normal business hours,
     Tenant  shall keep all doors to the Leased  Space locked and other means of
     entry to the Leased Space closed and secured.

ELECTRICITY:

15.  Tenant  shall  ascertain  from  Landlord the maximum  amount of  electrical
     current which can safely be used in Leased  Space,  taking into account the
     capacity of the  electric  wiring of the  Building and the Leased Space and
     the needs of other tenants, and shall not use more than such safe capacity.
     Landlord's  consent to the  installation  of electric  equipment  shall not
     relieve Tenant from the obligation  not to use more  electricity  than such
     safe capacity.

UNION ACTIVITY:

16.  To the extent permitted by law, Tenant shall not permit, and take effective
     immediate  legal  action as  necessary  to stop  picketing  or other  union
     activity  involving its employees in or adjacent to the Building  except in
     those locations,  and subject to time and other limitations as Landlord may
     give prior written consent.

OCCUPATION RESTRICTIONS:

17.  No Tenant shall occupy or permit any portion of the premises  leased to him
     to be occupied for the possession,  storage, manufacture or sale of liquor,
     narcotics,  dope or tobacco in any form.  No Tenant shall engage or pay any
     employees  on the Leased  Space,  except  those  actually  working for such
     Tenant on said  Premises,  nor advertise for laborers  giving an address at
     said Premises.



                                       3

<PAGE>


                                   Exhibit "E"
                                   -----------

                            ESTOPPEL CERTIFICATE FORM
                            -------------------------


(Lender's Name):  M&T Bank



Dear Sir/ Madam:

          The  undersigned,  as Tenant  under that certain  lease (the  "Lease")
dated October 20th 2000,  made with 455 Office  Associates  LP, as Landlord (the
"Landlord"), does hereby agree and certify:

          1.     That  the copy of the Lease attached hereto as Exhibit "A" is a
true and complete copy of the Lease, and there are no amendments,  modifications
or extension of or to the Lease except as set forth immediately below:

          2.     That  the term of the Lease commenced or began on October 20th,
2000, and the Lease is now in full force ad effect.

          3.     That  its Premises at the above location have been completed in
accordance with the terms of the lease, that it had accepted  possession of said
Premises,  that it now  occupies  the same and that  Tenant is paying full lease
rental.

          4.     That it began paying rent on October 20th, 2000, and that, save
only as may be  required  by the terms of the Lease,  no rental has been paid in
advance,  nor has the  undersigned  deposited  any  sums  with the  Landlord  as
security except as set forth immediately below:

          5.     That  there exists no defenses or offsets to enforcement of the
Lease by landlord  and, so far as is known to the  undersigned,  the Landlord is
not, as of the date hereof,  in default in the performance of the Lease, nor has
the Landlord  committed any breach  thereof,  nor has any event occurred  which,
with the passage of time or the giving of notice,  or both,  would  constitute a
default or breach by the Landlord.

          The  undersigned  acknowledges  that  you  are  relying  on the  above
representations  of the undersigned in (advancing funds to refinance or purchase
the   Building   in   which   the   Building   in   which   the   Premises   are
located)/(purchasing  the  Building in which the  Premises are located) and does
hereby warrant and affirm to and for your benefit,  and that of your  successors
and assigns,  that each of the foregoing  representations  is true,  correct and
complete as of the date hereof.



LANDLORD:

455 OFFICE ASSOCIATES LP



By:
   --------------------------------------------------
Print Name:
           ------------------------------------------
Print Title:
            -----------------------------------------




TENANT:

WHIRLWIND MARKETING/Suite 200
a                                    corporation
  ----------------------------------



By:
   --------------------------------------------------
Print Name:
           ------------------------------------------
Print Title:
            -----------------------------------------






<PAGE>


                                   EXHIBIT "F"

                        DISCLOSURE AND WAIVER RELATING TO
                CONFESSION OF JUDGMENT AND EXECUTION PROCEEDINGS

Tenant:           Whirlwind Marketing

Landlord:         455 Office Associates, LP

Premises:         5335 Rentable Square Feet known as Suite Number 200,
                  455 Pennsylvania Avenue, Ft. Washington, Montgomery County,
                  Pennsylvania

Lease:            Lease dated October 20th, 2000 between Landlord and Tenant for
                  the Premises

--------------------------------------------------------------------------------

Tenant is executing the above referenced Lease on the date set forth below.

A. TENANT  ACKNOWLEDGES AND UNDERSTANDS THAT THE LEASE CONTAINS PROVISIONS UNDER
WHICH LANDLORD MAY ENTER JUDGMENT BY CONFESSION AGAINST THE TENANT.  BEING FULLY
AWARE OF TENANT'S  RIGHT TO PRIOR  NOTICE AND A HEARING IN  CONNECTION  WITH THE
JUDGMENT OR OTHER  CLAIMS  THAT MAY BE  ASSERTED  AGAINST THE TENANT BY LANDLORD
THEREUNDER BEFORE JUDGMENT IS ENTERED, THE TENANT HEREBY VOLUNTARILY,  KNOWINGLY
AND  INTELLIGENTLY  WAIVES ALL SUCH RIGHTS AND EXPRESSLY  AGREES AND CONSENTS TO
LANLDORD'S  ENTERING  JUDGMENT  AGAINST IT BY  CONFESSION  PURSUANT TO THE TERMS
THEREOF.

B. THE TENANT ALSO  ACKNOWLEDGES  AND UNDERSTANDS  THAT THE LEASE AND APPLICABLE
PENNSYLVANIA LAWS PERMIT AND AUTHORIZE THE LANDLORD,  AFTER ENTRY OF JUDGMENT BY
CONFESSION AND WITHOUT EITHER NOTICE OR A HEARING,  TO FORECLOSE  UPON,  ATTACH,
LEVY,  TAKE  POSSESSION OF OR OTHERWISE SEIZE AND SELL PROPERTY OF THE TENANT IN
FULL OR PARTIAL SATISFACTION OF THE JUDGMENT.  BEING FULLY AWARE OF TENANT'S DUE
PROCESS RIGHTS TO  PREDEPRIVATION  NOTICE AND AN OPPORTUNITY FOR A HEARING,  THE
TENANT  HEREBY  (1)  VOLUNTARILY,   KNOWINGLY  AND   INTELLIGENTLY   WAIVES  ALL
PRE-DEPRIVATION  NOTICE  AND  HEARING  RIGHTS  RELATIVE  TO ANY  PROCEEDINGS  BY
LANDLORD TO EXECUTE ON ANY JUDGMENT  ENTERED BY  CONFESSION  UNDER THE LEASE AND
(2) EXPRESSLY  AGREES AND CONSENTS TO LANDLORD'S  TAKING ALL SUCH ACTIONS AS MAY
BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT SUCH PRE-DEPRIVATION
NOTICE TO THE TENANT AND WITHOUT AN OPPORTNITY FOR A HEARING.

C. THE TENANT HEREBY  REPRESENTS,  WARRANTS AND CERTIFIES TO LANDLORD  THAT: (1)
TENANT IS REPRESENTED BY COUNSEL OR HAD THE ABILITY TO HAVE COUNSEL  PRESENT AND
AGREES TO AND UNDERSTANDS THE ABOVE TERMS EXPLICITLY; (2) TENANT'S ANNUAL INCOME
EXCEEDS $10,000; AND (3) TENANT HAS RECEIVED A COPY OF THIS DICLOSURE AND WAIVER
AT THE TIME OF EXECUTION.

                                     TENANT:

                                     Whirlwind Marketing

                                     BY:
                                        ----------------------------------------
                                     ITS:
                                        ----------------------------------------

Date of Execution:  October 20th 2000