Exhibit 10.04


                    APARTMENT MANAGEMENT AGREEMENT

     THIS AGREEMENT is made as of November 25, 1996, between S.V.G.
PROPERTIES, L.P., ("Owner") whose address is 601 Poplar Street, Sharon Hill,
Pennsylvania, 19079, and H. James Santoro, Inc.., a Management Consultant
Corporation ("Management/Consultant") whose address is 215 West Main Street,
Maple Shade, New Jersey, 08052

     WHEREAS, Owner owns the Property  commonly known as Spring Village
Apartments  located at 601 Poplar Street, Sharon Hill, Pennsylvania, 19079.

     WHEREAS, Owner and Management/Consultant entered into a Housing
Management Agreement on August 1, 1992 pursuant to which Management/Consultant
manages the Property.

     WHEREAS, Pursuant to such agreement Owner desires to continue to engage
Management/Consultant to manage, rent and operate the Property, and
Management/Consultant desires to accept such engagement, as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants herein, Owner
and Management/Consultant agree as follows:

                              ARTICLE 1
                             DEFINITIONS

1.1 Definitions. This Article 1 contains definitions of certain terms used in
this Agreements, as set forth below:

     A. Maximum Lease Term:             Twelve (12) Months
     B. Maximum Contract Amount:        $10,000.00

     C. Management Fee:                 Five percent (5%) of Gross  Income


     D. Key Person:                Harry J. Santoro
                                   215 West Main Street
                                   Maple Shade, NJ   08052
                                   Office: (609) 667-0600

                              ARTICLE 2
                 ENGAGEMENT OF MANAGEMENT/CONSULTANT

2.1 Engagement: Owner engages Management/Consultant to manage and rent the
Property on the terms in this Agreement, and Management/Consultant agrees to
perform such service on such terms.

2.2 Status of Management/Consultant: Limitation on Authority.
Management/Consultant shall act under this Agreement as an independent
contractor and not as Owner's agent. Management/Consultant shall not have the
right, power or authority to enter into agreements or incur liability on
behalf of Owner except as expressly set forth herein. Any action taken by
Management/Consultant which is not expressly permitted by this Agreement shall
not bind Owner.

                              ARTICLE 3
                          DUTIES OF MANAGER

3.1 Standard of Performance. Management/Consultant will perform its duties in
a diligent, careful and professional manner to maximize all potential revenues
to Owner and to minimize expenses and losses to Owner. The services of the
Management/Consultant are to be of a scope and quality not less than those
generally performed by first class, professional management/consultants of
properties similar in type and quality to the Property and located in the same
market area as the Property. The Management/Consultants will make available to
the Owner the full benefit of the judgment, experience and advice of the
members of the Management/Consultant's organization. Management/Consultant
will at all time act in good faith, in a commercially reasonable manner and in
a fiduciary capacity with respect to the proper protection of and accounting
for Owner's assets, provided however, that Management/Consultant may operate
other competing projects.

3.2 Specific Duties of Management/Consultant. Without limiting the obligations
of Management/Consultant under other provisions of this Agreement,
Management/Consultant will have the following specific  duties:

     A. Orientation. Management/Consultant acknowledges receipt of certain
books and records for the Property, the personal property on the Property
belonging to the Owner, and the originals or copies of the Property Documents.
Within thirty (30) days after the date of the Agreement, Management/Consultant
will furnish Owner a complete list of all books, records and personal property
regarding the Property and any Property Documents then known to
Management/Consultant.

     B. Collection of Monies; Enforcement of Rights. Management/Consultant
will collect all rent and other payments due from tenants in the Property and
any other sums due Owner regarding the Property. To the extent tenant leases
affecting the Property so require, Management/Consultant shall timely make or
verify any calculations that are required to determine the amount of rent due
from tenants. Management/Consultant will promptly and diligently enforce
Owner's rights under any tenant leases affecting the Property, including
without limitation taking the following actions where appropriate: (i)
terminating tenancies, (ii) signing and serving such notices as are deemed
necessary by Management/Consultant, (iii) instituting and prosecuting actions,
and evicting tenants, and (iv) recovering rents and other sums due by legal
proceedings. The legal expenses incurred by Management/Consultant in
connection with the enforcement by Management/Consultant of Owner's rights
under such tenant leases shall be paid by Owner to Management/Consultant.

     C. Leasing. Management/Consultant will lease to desirable tenants the
units in the Property that from time to time may be vacant upon terms and
conditions satisfactory to Owner and pursuant to Owner's written leasing
guidelines if any. Management/Consultant is hereby authorized to execute,
deliver and renew leases on behalf of Owner pursuant to Owner's written
leasing guidelines. Without Owner's prior written consent,
Management/Consultant will not enter into any lease for a term exceeding the
Maximum Lease Term set forth in Article 1.

     D. Property Documents. Unless notified otherwise by Owner,
Management/Consultant will pay all sums from Owner's Account from time to time
due from the Owner of the Property under and otherwise comply with the
obligations of such Owner under any mortgages, deeds of trust, leases,
easements, restriction, service contracts and other agreements now or
hereafter affecting the Property (the "Property Documents") under written
instructions from Owner.

     E. Maintenance. Management/Consultant will maintain and repair the
Property as required by the Property Documents and in accordance with
standards acceptable to Owner, which standards may be conditioned upon
submission of such maintenance and repairs to a competitive bidding process at
Owners expense, except to the extent the same has been provided in the Budget
(as described in Section 4.3) and except as to emergency repairs undertaken
pursuant to Section 4.5B. In addition to complying with such other
instructions that Owner may hereafter provide concerning
Management/Consultant's duties to maintain and repair the Property,
Management/Consultant shall (i) supervise its employees and any third parties
engaged to provide upkeep or repairs to the Property, (ii) require that all
contracts with third parties providing labor, services or materials for the
maintenance or repair of the Property, and all subcontracts for such items,
contain provisions protecting Owner, in accordance with local procedures,
against mechanics' and materialmen's or similar liens against the Property,
and requiring ten percent (10%) retainage under major
construction/rehabilitation contracts until at least thirty (30) days after
completion of the work, (iii) inspect all work performed in connection with
the upkeep or repair of the Property, and (iv) review all invoices and/or draw
requests submitted in connection with any such work and submit the same to
Owner for its approval in time to take advantage of any discounts available
for prompt payment.

     F. Services. Management/Consultant will make arrangements for all
utilities,- services, equipment and supplies necessary or desirable for the
management, operation, maintenance and servicing of the Property. All
utilities contracts shall be in the name of Owner, with all notices to be
addressed to Owner, in care of Management/Consultant, at
Management/Consultant's address.

     G. Taxes. Management/Consultant will promptly send to Owner upon receipt
all notices regarding taxes and recommend from time to time the advisability
of contesting either the validity or the amount of the taxes on the Property.
Management/Consultant shall pay such taxes for Owner with Owner's funds.

     H. Maintenance of Insurance. If requested by Owner, Management/Consultant
will obtain and maintain (i) property insurance against "All Risk" of direct
physical loss or damage to the Property in the amount of the full replacement
value of the Property as determined by Owner; (ii) comprehensive general
liability insurance (on an occurrence basis) as to the Property in an amount
of at least One Million Dollars ($1,000,000) per occurrence. Such insurance
shall be placed with a company or companies acceptable to Owner, shall be in
form and substance satisfactory to Owner and shall include the Owner and
Management/Consultant as a named insured. The copies thereof (and all
renewals) shall be delivered to Owner.

     I. Compliance With Laws. Management/Consultant will take such action as
may be necessary to comply with any and all laws applicable to the Property
and Management/Consultant's employees and with all orders regarding the
Property of the Board of Fire Underwriters or other similar bodies.

     J. Employees. Management/Consultant will investigate, hire, train, pay at
Owner's expense, supervise and discharge the personnel necessary to maintain
and operate the Property including, without limitation, an on-site property
manager. Such personnel shall in every instance be agents or employees of
Management/Consultant or a designated subcontractor and not of Owner, for
which Management/Consultant has the right to be reimbursed hereunder. Owner
shall have no right to supervise or direct such agents or employees.
Management/Consultant will also maintain during the entire term of this
Agreement worker's compensation insurance on Management/Consultant's employees
to the extent required by applicable law and automobile liability insurance
with bodily injury limits of not less than One Hundred Thousand Dollars
($100,000) per person and Three Hundred Thousand Dollars ($300,000) per
occurrence and property damage limits of not less than One Hundred Thousand
Dollars ($100,000) per occurrence. The cost of the insurance required under
this Section 3.2J shall be an operating expense reimbursable to
Management/Consultant. Management/Consultant assumes all responsibility for
timely compliance with all applicable laws regarding such employees, including
by not limited to, FLSA, OSHA, Federal withholding tax laws, FICA, and Federal
and State unemployment insurance laws.

     K. Notices. Management/Consultant will promptly notify Owner of any of
the following in any way relating to the Property: notice of any claim of
violation of any governmental or legal requirements, any notice of any claim
of liability, any summons or other legal process, any material damage, any
actual or alleged personal injury or property damage, and any other material
information. Management/Consultant will fully cooperate with Owner in all
legal and arbitration proceedings relating to the Property.

     L. Advertising. Management/Consultant will advertise space in the
Property through the use of renting signs, newspaper ads, and other forms of
appropriate advertising. All advertising expenses will be an operating expense
of the Property under the Budget.

     M. New Tenants. Management/Consultant will prepare the Property (or
portions thereof for occupancy by new tenants and will coordinate the plans of
such tenants for moving their personal effects into the Property or out of the
same, with a primary view toward scheduling such movements so as to minimize
lost rental income.

     N. Other Services. Management/Consultant will, without additional charge,
perform any other services normally performed in managing properties similar
to the Property or as may be reasonably requested by Owner, whether or not
specifically enumerated herein, specifically including, without limitation,
the performance of any services normally provided in the locality of the
Property to tenants of like properties.

3.3 (A) Contracts. Management/Consultant will not execute or otherwise enter
into or bind Owner as to any contract or agreement without receiving the prior
written consent of Owner, provided, however, that Management/Consultant may
enter into contracts on behalf of O wrier in the ordinary course of the
management of the Property for the acquisition of utility, maintenance and
other services and for the furnishing of services to tenants of the Property
if the expense to be incurred under any such contract is set forth in the most
recent Budget approved by Owner and, whether payable in installments or a lump
sum, is not in excess of the Maximum Contract Amount. Management/Consultant
must follow the below listed Contract Guidelines before entering into any
contract, except for utilities and other services for which only one supplier
is available. All utility contracts will be in the name of Owner.
Management/Consultant shall not hold itself out as having the authority to
approve any contract or agreement without the prior approval of Owner except
as provided above.

3.4 Use of Property. Management/Consultant will not permit the use of the
Property for any purpose which might impair any policy of insurance on the
Property or which might render any loss insured thereunder uncollectible or
which would be in violation of any applicable law. Management/Consultant will
operate and maintain the Property according to the highest standards
achievable consistent with Owner's authorization. Management/Consultant will
use its best efforts to secure compliance by tenants with their respective
leases.

3.5 Management Account. Management/Consultant will deposit all funds collected
relating to the Property in the operating account of S.V.G. Properties, L.P.
Management/Consultant will not commingle any funds collected relating to the
Property with any other funds. All sums collected by Management/Consultant
relating to the Property and all sums placed in the Account will be held in
trust for Owner. Management/Consultant may draw on the Account only to pay the
following matters in the following order of priority: li) first, operating
expenses permitted by Sections 5.1 and 4.2, (ii) second, the Management Fee
described in Section 5.1, and (iii) finally, all the amounts payable to Owner.

3.6 Security Deposits. All security deposits collected by
Management/Consultant shall be handled in accordance with PA laws governing
same. Management/Consultant shall maintain accurate records of all security
deposits, including the amount of each security deposit, the party from whom
each security deposit is collected, and the date(s) upon which
Management/Consultant collected each security deposit. Management/Consultant
shall keep an accurate record of all refunds.

3.7 Indemnity. Management/Consultant indemnifies and agrees to hold harmless
Owner and its directors, officers, shareholders, employees, agents, partners,
and representatives and their respective successors, heirs, legal
representatives and assigns (collectively, the "Owner Indemnitees", which term
shall not be construed to include Management/Consultant) against any claims,
losses, and expenses (including but not limited to attorneys' fees and
expenses) which may be made against or incurred by any one or more of the
Owner Indemnitees arising out of (i) any failure by any one or more of
Management/Consultants, its directors, officers, shareholders, employees,
agents and representatives (collectively the "Management/Consultant
Indemnitees") or any of Management/Consultant's subcontractors to perform
promptly any obligation under this Agreement or any Property Documents,
provided such failure is not caused by events beyond the reasonable control of
Management/Consultant, or by Owner's failure after written request of
Management/Consultant to furnished any funds necessary in addition to those in
the Management Account and those available from collections from the Property
to enable Management/Consultant to perform such obligation; (ii) any acts of
any one or more of the Management/Consultant Indemnitees or any of
Management/Consultant's subcontractors beyond the scope of
Management/Consultant's authority; and (iii) any malfeasance, nonfeasance or
gross negligence of any of the Management/Consultant Indemnities or any of
Management/Consultant's subcontractors. Owner indemnifies and agrees to hold
harmless the Management/Consultant Indemnitees against any claims, losses, and
expenses (including but not limited to attorneys' fees and expenses) which may
be made against or incurred by any one or more of the Management/ Consultant
Indemnitees arising out of (i) any failure by any of the Owner Indemnitees to
perform promptly any obligation under this Agreement, provided such failure is
not caused by events beyond the reasonable control of the Owner Indemnitees;
and (ii) any malfeasance, nonfeasance or negligence of any of the Owner
Indemnitees. The foregoing indemnities shall survive any expiration or
termination of this Agreement as to any such claims arising before expiration
or termination of this Agreement.


                              ARTICLE 4
                     ACCOUNTING, RECORDS, REPORTS

4.1 Records. Management/Consultant shall maintain a comprehensive system of
office records, books and accounts, correspondence, contracts and documents
which shall belong to Owner. Owner and others designated by Owner shall at all
times have access to such records, books, accounts, correspondence, contracts
and documents and to all vouchers, files and all other material pertaining to
the Property and this Agreement, all of which Management/Consultant agrees to
keep safe, available and separate from any records not having to do with the
Property. Owner shall have the right to conduct a review and/or audit of such
records, books, accounts, correspondence, contracts and documents at its own
expense, and Management/Consultant agrees that Owner and Owner's auditors will
have full and complete access to and cooperation from Management/Consultant's
officers, staff and other employees in connection with any such review and/or
audit.

4.2 Monthly Reports. On or before the thirtieth (30th) day of each calendar
month during the term of this Agreement, Management/Consultant shall deliver
to Owner the statements pertaining to the Property, prepared on an accrual
basis. Management/Consultant shall also include with the foregoing, upon
Owner's request, copies of paid invoices indicating date paid, amount paid and
check number, a list of unpaid bills and accrued expenses, and a payroll list
showing the occupation of and wages paid to all employees hired by
Management/Consultant for the purpose of performing its duties under this
Agreement.

4.3 Budgets. Within ninety (90) days after the date of this Agreement and on
or before November 30 of each year during the term of this Agreement,
Management/Consultant shall deliver to Owner an itemized statement ("Budget")
of the estimated receipts and disbursements for the remainder of the current
calendar year, and the next calendar year. Each Budget shall break down
estimated receipts and disbursements on a month by month basis. Owner will
approve or disapprove each Budget within a reasonable time after the receipt
of same, and Management/Consultant will make any changes in the Budget
requested by Owner.

4.4 Payment of Expenses. Notwithstanding any contrary provision of this
Agreement, Management/Consultant shall be obligated to make payments required
under this Agreement only to the extent of funds derived from the Property or
provided by Owner. Management/Consultant shall give Owner prompt notice of any
expenses for the payment of which Management/Consultant does not have
sufficient funds from collections and the Trust Account. Owner shall pay or
reimburse Management/Consultant for all expenses properly incurred by
Management/Consultant under this Agreement and approved by Owner to the extent
Owner's approval is required by this Agreement except expenses for:

     A. Office equipment and supplies other than used exclusively for the
Property;

     B. Any overhead expense of Management/Consultant incurred in its general
offices other than $500.00 per month which shall be allowed for general
partnership administration,

     C. Expenses for bookkeeping, reporting, and electronic data processing
services;

     D. Compensation of executive and supervisory personnel of Management/
Consultant;

     E. Compensation and expenses applicable to time spent on matters other
than the Property; and

     F. Compensation of any personnel other than personnel permanently located
at, and fully dedicated to the Property.

4.5 Expenditure Authorization.

     A. General Prohibition. Approval of a budget shall not constitute
authorization for Management/Consultant to expend any money except as set
forth herein.

     B. Expenses Per Budget. To the extent set forth in the most recent budget
approved by Owner, and without further consent of Owner, Management/Consultant
will (i) pay all utilities and other expenses incurred in the ordinary course
of managing the Property and (ii) supervise and purchase, or arrange for the
purchase, in an economical manner, all of the inventories, provisions,
supplies and operation equipment that in the normal course of business are
necessary and proper to maintain and operate the Property. Owner shall be
credited with the full amount of any discount or commission obtained by
Management/Consultant in connection with any such purchase.

     C. Major Budget Categories. Major Budget Categories are listed as
follows: See attached sample

     D. Emergencies. Notwithstanding the foregoing, if emergency action is
necessary to prevent damage to the Property or danger to persons,
Management/Consultant may incur such expenses as are reasonably necessary
without the prior written approval of Owner to protect the Property or
persons. Any such expenditure shall be incurred only in concert with prompt
telephonic notification by Management/Consultant to Owner.

                              ARTICLE 5
                             COMPENSATION

5.1 Compensation for Services. Owner will pay Management/Consultant as
compensation for its services hereunder the amount (the "Management Fee")
indicated in Article 1 hereof. The term "Gross Rental Income" as used in this
Agreement means gross income billed by Owner or by Management/Consultant
related to the Property in any month, but excluding (i) capital gains, (ii)
payments in the nature of indemnification or compensation for loss, damage or
liability sustained, (iii) all purchase discounts, (iv) any expense
reimbursement from tenants, (v) any sums which, under normal accounting
practice, are attributable to capital, and (vi) all other receipts of whatever
kind and nature. Such Management Fee is intended to compensate the manager
for: (i) its general and overhead expense, (ii) all compensation and expenses
of personnel employed by Management/Consultant which are not reimbursable as
expense under Section 4.4, and (iii) all other expenses incurred by
Management/Consultant which are not reimbursable under Section 4.4.
Management/Consultant will not be entitled to any leasing commissions.

5.2 Payment of Management/Consultant's Compensation. The amount of
compensation due to Management/Consultant each month shall be reflected in the
monthly reports required to be submitted to Owner under --Section 4.2. Any
amount which Owner may dispute shall not be payable until the dispute has been
resolved. Owner may from time to time require an audit of
Management/Consultant's computation of the Management Fee, and the parties
shall promptly make adjustment for any variances shown by the audit. The cost
of such audit shall be borne by Owner.


                              ARTICLE 6
                                 TERM

6.1 Term. This Agreement shall commence on the date of this Agreement and
shall have an initial term of one (1) year unless sooner terminated for cause,
as set forth in Article 6.4 below. Thereafter, it shall continue on a  month
to month basis until terminated according to Article 6.3 or Article 6.4 below.

6.2 Sale of Property. This Agreement shall automatically terminate upon the
consummation of any sale or other disposition of the Property by Owner.

6.3 Termination Without Cause. Owner may terminate this Agreement upon thirty
(30) days prior written notice to Management/Consultant if any governmental
entity which has control or supervision of Owner mandates through statute,
act, amend or regulatory publication, that all contracts must be terminated,
repudiated, altered or amended. Otherwise, Owner or Management/Consultant may
terminate this agreement without cause by giving at least ninety (90) days
written notice to the other party. Provided, however, this agreement may not
be terminated  until Management/Consultant and Harry J Santoro have no
remaining obligation or liability related to the agreement with Resourse
Properties, Inc.

6.4 Termination For Cause. Owner may terminate this Agreement at any time,
effective in thirty (30) days upon written notice to Management/Consultant if
(i) Management/Consultant defaults in its obligations under this Agreement;
and the default is not cured within thirty (30) days after receipt by
Management/Consultant of written notice thereof setting forth the default;
(ii) a petition for relief in bankruptcy or reorganization or arrangement is
filed by or against Management/Consultant or any affiliate of
Management/Consultant; (iii) there is a significant decline in tenant
occupancy of or collections from the Property which has occurred as a result
of inadequate performance by the Management/Consultant; or (iv)
Management/Consultant causes or suffers to be caused waste to the Property.
Management/Consultant may terminate this Agreement, effective immediately upon
notice to Owner, if Owner defaults in its obligations under this Agreement and
the default is not cured within thirty (30) days after receipt by Owner of
written notice thereof setting forth the default, or upon an amendment of this
Agreement made pursuant to the second sentence of Section 8.6.

6.5 Effect of Termination. The termination of this Agreement shall not affect
any right, obligation or liability which has accrued under this Agreement on
or before the effective date of such termination; provided, however, upon the
termination of this Agreement for cause under Section 6.4,
Management/Consultant shall not be entitled to the unpaid Management Fee that
accrued prior to such termination. Upon termination of this Agreement for any
reason, Management/Consultant will cooperate with Owner in an effort to
achieve an efficient transition and will, before receiving final payment of
any fees, deliver to Owner or to such person or persons as Owner may direct
all Property Documents, books, records and accounts, rent rolls, insurance
policies, files and other materials related to the Property, including without
limitation any bank account signature cards or other documentation required to
transfer sole control over the Management Account to Owner or its designee.
Within fifteen (15) days after the termination of this Agreement, Management/
Consultant will deliver a final accounting to Owner reflecting all income and
expenses of the Property as of the date of  termination.

                              ARTICLE 7
              REPRESENTATIONS AND WARRANTIES OF MANAGER

To induce Owner to enter into this Agreement, Management/Consultant makes the
following representations and warranties, which shall survive the execution
and termination of this Agreement:

7.1 Organization. Management/Consultant is duly organized to properly manage
the Property.

7.2 Manner of Performance. Management/Consultant has sufficient staff and
other resources to carry out its duties under this Agreement in a prompt,
efficient and diligent manner. The Key Person designated in Article 1 hereof
shall be the primary person responsible for performing the duties of
Management/Consultant hereunder during the term hereof.

7.3 Authorization. The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of
Management/Consultant.

7.4 Validity. This Agreement constitutes a legal, valid and binding agreement
of the Management/Consultant enforceable against Management/Consultant in
accordance with its terms except as limited by bankruptcy, insolvency,
receivership and similar laws of general  application.

7.5 Conflicts of Interest. Except as previously disclosed in writing to Owner,
Management/Consultant has no real or apparent conflict of interest pertaining
to this Agreement.


                              ARTICLE 8
                            MISCELLANEOUS

8.1 Owner's Rights. Nothing in this Agreement shall be deemed to limit Owner's
right to do anything regarding the Property which an Owner of the Property
would otherwise be entitled to do, including but not limited to the right to
enter upon the Property, to inspect the Property, to perform any repair or
maintenance thereof, and to do anything required of Management/Consultant
hereunder if Management/Consultant fails to do so in a timely manner.

8.2 No Personal Liability. Management/Consultant will look solely to Owner's
interest in the Property for recovery of any judgment against Owner relating
to this Agreement, and Owner, its employees, officers, directors,
shareholders, agents, partners, and representatives shall not be personally
liable for anything related to this Agreement. This Section 8.2 shall survive
the expiration or termination of this Agreement.

8.3 Nature of Relationship. Management/Consultant shall be responsible for all
of its employees, the supervision of all persons performing services regarding
the Property, and for determining the manner of performance of all services
for which Management/Consultant is responsible hereunder.

8.4 No Third Party Beneficiaries. No provision of this Agreement shall inure
to the benefit of any third party.

8.5 Notices. Except as provided in Section 4.5D as to emergencies, all notices
and communications required hereunder shall be in writing and shall be
personally delivered or sent by registered or certified mail, return receipt
requested, addressed to the applicable party at the address set forth for such
party on page 1 of this Agreement, or to such address as either party may from
time to time specify by notice to the other. Notices shall be effective on the
date of delivery or, if delivery is not accepted, on the earlier of the date
that delivery is refused or three (3) days after the date the notice is
mailed.

8.6 Amendments. This Agreement may not be amended except by further agreement
in writing executed by each party to be bound thereby.

8.7 Exhibits. All exhibits to this Agreement are intended to be attached to
this Agreement and, whether or not so attached, are incorporated herein by
reference as if set forth in full. Any addenda attached to this Agreement are
incorporated herein by  reference.

8.8 Laws. The term "laws" as used in this Agreement means all applicable
constitutional provisions, statutes, ordinances, codes and rules and
regulations of any governmental body having jurisdiction over the Property of
the parties to this Agreement.

8.9 No Implied Waivers. No failure or delay by Owner in exercising any right
or remedy under this Agreement and no course of dealing between Owner and
Management/Consultant shall operate as a waiver of any such right or remedy
nor shall any single or partial exercise of any right or remedy by Owner under
this Agreement preclude any other or further exercise of such right or remedy.
The rights and remedies available to Owner are cumulative and not exclusive of
any other rights and remedies provided by law or equity.

8.10 Severability. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under all applicable
laws. However, if any provision of this Agreement is invalid under any
applicable law, such provision shall be ineffective only to the extent of such
invalidity without invalidating the remaining provisions of this Agreement.

8.11 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey and the laws of the United
States applicable to transactions in New Jersey.

8.12 Benefit and Assignment. Subject to Section 6.2, this Agreement shall be
binding upon Owner and Management/Consultant and their respective successors
and assigns and shall inure to the benefit of Owner, its successors and
assigns. Management/Consultant may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of Owner,
which may be withheld without cause in Owner's sole discretion.

8.13 Headings. The captions and headings in this Agreement are for convenience
only and shall not affect the construction of any provision of this Agreement.

8.14 Counterparts. This Agreement may be executed in any number of
counterparts and each shall be considered an original and collectively shall
constitute one Agreement, but in making proof of this Agreement, it shall not
be necessary to produce or account for more than one such counterpart.

8.15 Entire Agreement. This Agreement sets forth the entire Agreement and
understanding between the parties regarding the subject matter of this
Agreement and supersedes all prior agreements and understandings.

8.16 Workmen's Compensation. Owner shall be responsible for all charges for
Workmen's Compensation insurance and any retroactive increases in the premium
made by the insurance carrier after the termination of this Agreement.


EXECUTED as of the date first entered above.

OWNER
S.V.G. PROPERTIES, L.P.

By: /s/ Harry J. Santoro
Harry J. Santoro
President of General Partner

MANAGEMENT/CONSULTANT
H James Santoro, Inc.

By: /s/ Harry J. Santoro
Harry J. Santoro
President