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                                                                   Exhibit 10.22


                                  OFFICE LEASE

     THIS LEASE, referred to as the "Lease" is made and entered into this 6th
day of November, 1996 between SUMMIT SQUARE INVESTORS, L.P., a Pennsylvania
limited partnership referred to as the "Landlord" and WEST COAST ENTERTAINMENT
CORPORATION, a Delaware corporation, referred to in this Lease as "Tenant". In
consideration of the mutual covenants and agreements set forth in this Lease,
and other good and valuable consideration, Landlord leases to Tenant, and
Tenant leases from Landlord, Suite 200, comprising 17,056 square feet of space,
located on the second floor of the One Summit Square Building, Route 413 and
Double Woods Roads, Langhorne, Middletown Township, Bucks County, Pennsylvania,
and more particularly described in Exhibit A attached to this Lease. These
premises are referred to in this Lease as the "Premises". The One Summit Square
Building is referred to in this Lease as the "Building", and the area on which
the Building is constructed, together with surrounding areas such as the
parking lot and so forth, are referred to as the "Land".


                                ARTICLE 1. TERM

SECTION 1.1 LEASE TERM

     The term of this Lease, referred to as the "Term", shall commence on the
date Tenant occupies the Premises referred to as the "Commencement Date" and end
on the date which is 62 months following the later of (a) February 1, 1997 or
(b) the date that is 45 days after the date on which Landlord delivers the
Premises to Tenant in accordance with this Section 1.1, referred to as the
"Expiration Date", unless sooner terminated or extended as provided in this
Lease. Tenant's obligation to pay Minimum Rent shall commence on the later of
(a) February 1, 1997 or (b) on the date which is 45 days after the day on which
Landlord's Work is completed and Tenant's occupancy commences.

     Landlord shall improve the Premises for Tenant's occupancy in accordance
with the plans described in Schedule 1.1 (the "Plans"). Landlord and Tenant
agree that the Plans have been reviewed and accepted by Landlord and Tenant.
Promptly following execution of this Lease by Landlord and Tenant Landlord,
through contractors employed by Landlord for such purpose, shall commence the
improvements in accordance with the Plans (such work, "Landlord's Work") and
shall proceed diligently so as to complete Landlord's Work such that the
Premises may be occupied by Tenant for the conduct of business on or before
December 20, 1996, subject to completion of "punchlist items". All work
performed by Landlord shall be performed in a good and workmanlike manner and
in accordance with all building, safety and other governmental and
quasi-governmental laws, codes, ordinances and regulations applicable thereto.
If said improvements and changes as agreed between Landlord and Tenant are not
completed by March 1, 1997, this Lease may be terminated at the sole discretion
of the Tenant by written notice to Landlord at any time after March 1, 1997
while such failure persists.


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     If Landlord fails to deliver possession of the Premises either (a) because
a certificate of occupancy has not been procured, (b) due to delays caused by
Tenant or (c) because a previous occupant is holding over, or (c) because of any
other cause or reason beyond the reasonable control of Landlord, then the
following provisions shall apply (provided the Lease shall not have been
terminated by Tenant): (i) the Term shall not commence on the date set forth
above but shall, instead, commence on a date fixed by Landlord in a notice to
Tenant, which notice shall state that the Premises is, or prior to the
commencement date fixed in such notice will be, completed and ready for
occupancy by Tenant; (ii) the Term shall end on a date (the ''Expiration Date'')
which shall be the last day of the sixty second (62nd) month after the Term
shall have commenced, unless sooner terminated as hereinafter provided; (iii)
neither the validity of this Lease nor the obligations of Tenant under this
Lease shall be affected by such failure to deliver possession, except that the
Term shall begin and end as provided in clauses (i) and (ii) aforesaid; and (iv)
Tenant shall have no claim against Landlord because of Landlord's failure to
deliver possession of the Premises on the date originally fixed therefor. None
of the foregoing shall be construed so as to limit Tenant's right to terminate
this Lease in the event Landlord's Work is not completed and the Premises
delivered on or before March 1, 1997.

     Tenant shall have, as appurtenant to the Premises, the right to use, in
common with others entitled thereto, elevators, driveways, walkways, parking
areas, loading docks and other common areas and common facilities serving the
Premises and/or the Building or Land.

SECTION 1.2 OPTION TO EXTEND TERM

     Tenant has the right to extend this Lease for one term of five (5) years
beyond the Expiration Date, on the following terms and conditions:

     (a) Tenant shall not at the time of exercise be in default after expiration
of all applicable grace or cure periods. All the terms, covenants, and
provisions of the original Lease term shall apply to all extended lease terms.

     (b) Tenant may exercise its option to extend this Lease by giving Landlord
notice of its intention to do so not later than nine (9) months prior to the
expiration of the Lease term. To constitute effective notice of an intention to
exercise an option under this Lease, the notice must be sent by certified or
registered mail to Landlord at the address provided in Section 11.1 of this
Lease and must be postmarked no later than the latest date provided in this
Section for Tenant's exercise of the option.

     (c) Any option to renew shall be at the rate of ninety-five percent (95%)
of the fair market value of similar office space taking into account the
condition of the improvements in the Premises, such fair market value to be
determined in accordance with Schedule 1.2 attached hereto.

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SECTION 1.3 HOLDOVER

     If Tenant holds over and continues in possession of the leased Premises
after the Expiration Date, other than as provided in Section 1.2, Tenant will be
deemed to be occupying the Premises on the basis of a month-to-month tenancy,
subject to all of the terms and conditions of this Lease. Minimum Rent shall
accrue at the rate of 150% of Minimum Rent otherwise payable hereunder.
Acceptance of any such payment by Landlord shall not constitute an acceptance by
Landlord of such holdover tenancy or result in a renewal.

SECTION 1.4 RIGHT OF TERMINATION

     Provided Tenant shall not be in default, nor shall there exist any event
which with the passage of time or the giving of notice or both would constitute
an event of default hereunder. Tenant shall have the right to terminate this
Lease effective on each of the second, third and fourth anniversaries of the
date hereof provided Tenant shall have complied with the following terms and
conditions:

          (a) Tenant shall have delivered written notice to Landlord of its
intention to exercise its right under this Section 1.4 (a "Termination
Notice") on the day which is two hundred seventy (270) days prior to the
second, third or fourth anniversary of the Commencement Date, as the case may
be. A Termination Notice shall be ineffective unless it is accompanied by a
certified check or wire transfer of funds in an amount equal to the sum of (i)
the unamortized portion of the total cost of completing Landlord's Work and
leasing commissions paid in connection herewith (as if amortized over a 5 year
term at 8% per annum interest rate) which total cost will be certified by
Landlord to Tenant within 90 days following the Commencement Date plus, if
Tenant exercises its termination right as to the second anniversary of the
Commencement Date; (ii) $170,560.02 plus (iii) if Tenant has exercised its
option under Section 1.5 the amount equal to six months Minimum Rent of any
Expansion Space (as defined in Section 1.5).

          (b) Upon the giving of a Termination Notice, Landlord shall be
entitled to show the Premises to prospective tenants, notwithstanding the
provisions of Section 6.1.

          (c) Upon the valid exercise of Tenant's termination right, the second,
third or fourth anniversary of the Commencement Date, as applicable, shall
become the Expiration Date hereof, and all terms and conditions of this Lease
relating to the termination or expiration of the Term hereof shall apply to such
date.

SECTION 1.5 OPTION FOR PNC MORTGAGE SPACE

     Tenant shall have the option during the first year to lease space on the
first floor (the "Expansion Space") (currently occupied by or pursuant to a
lease with PNC Mortgage Corporation) on the following terms and conditions:



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     (a) Tenant shall notify Landlord in writing of its intention to exercise
its option not later than the day which is 30 days following Landlord's written
notice to Tenant that the Expansion Space will be available for Tenant's
occupancy on a date to be specified in such notice.

     (b) If Tenant elects to lease the Expansion Space, then Landlord and Tenant
will enter into an amendment to this Lease adding the Expansion Space to the
Premises under this Lease, and providing for the appropriate increase to
Tenant's Pro Rata Share. The Amendment will also provide that the annual Minimum
Rent for the Expansion Space will be $20.00 per square foot of such space, and
that the Landlord shall improve the Expansion Space at its sole cost and expense
for normal office use with leasehold improvements similar to improvements to the
Premises. The effectiveness of this Lease as to the Expansion Space shall
commence upon substantial completion of the tenant improvements therein.


SECTION 1.6 RIGHT OF FIRST OFFER

     Tenant shall have a right of first offer with respect to all space in the
building which becomes vacant during the initial term of this Lease, on the
following terms and conditions:

     (a) Landlord shall notify Tenant of the availability of any such space, as
well as the terms and conditions under which Landlord intends to offer such
space for lease.

     (b) Within fifteen (15) days following receipt of such notice, Tenant shall
notify Landlord whether it intends to lease such space, on the terms set forth
in Landlord's offer. If Tenant declines (or fails to respond on a timely basis)
then Tenant's right of first offer will be void and of no further force and
effect and Landlord will be free to market the space on the terms specified in
Landlord's notice. In the event Landlord fails to lease the space on the terms
specified in Landlord's notice during the three month period immediately
following Tenant's rejection of the offer, then Tenant's right of first offer
for such space shall continue in force, except that the time which Tenant is
required to respond shall be reduced from fifteen days to five days.


                                ARTICLE 2. RENT

SECTION 2.1 MINIMUM RENT

     Tenant will pay to Landlord without set-off, abatement or reduction of any
kind, except as otherwise set forth herein, the sum of $28,426.67 per month, or
$341,120.00 per year from the date specified in Section 1.1 for the commencement
of Minimum Rent and continuing throughout the original Lease term, in advance on
the first day of each month. This will be known as the "Minimum Rent." Rent for
any fractional month at the beginning or end of the Lease term shall be prorated
on a per diem basis based upon a 365-day year.


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     If any payment of Minimum Rent or Additional Rent becomes overdue for
fifteen(15) days or more, Tenant agrees to pay forthwith an additional charge to
defray the costs incident to handling of the delinquent account in the amount of
five percent (5%) for each such overdue payment. It is understood, however, that
all monthly payments of rent are actually due and payable on the first day of
each month, as specified in Section 2.1, and that failure to pay on or before
the last day of any grace period shall constitute a default.

SECTION 2.2 ADJUSTMENT RENT

     (a)  In addition to the Minimum Rent reserved in Section 2.1 above,
commencing with calendar year 1998 and for each subsequent calendar year or
portion thereof thereafter during the Term, Tenant shall pay to the Landlord as
additional rent (the "Adjustment Rent") an amount equal to the Tenant's pro-rata
share (as hereinafter defined in subsection 2.2 (b)(iii)) of any increase in the
operating expenses (as hereinafter defined in subsection 2.2 (b)(iv)) as
reflected by the difference between the amount of such operating expenses for
the Current Lease Year (subject to adjustment as provided in subsection 2.2
(a)(i)) and the Base Amount (as hereinafter defined in subsection 2.2 (b)(i)).

     If the Expiration Date of this Lease shall occur on a date other that the
last day of a calendar year, then the Tenant's share of Adjustment Rent for the
calendar year in which the Expiration Date falls shall be determined by
multiplying the Adjustment Rent for said calendar year by a fraction, the
numerator of which is the number of days from and including the first day of
such calendar year to and including the Expiration Date, and the denominator of
which is 365.

     (b)  For purposes of the foregoing, the following terms shall have the
following meanings:

          (i)  The term "Base Amount" shall mean the actual amount of operating
expenses for calendar year 1997, which the parties estimate for purposes of
current billings to be the sum of Four Hundred Fifty Thousand Dollars
($450,000.000). The "Base Amount" will be revised after the actual operating
expenses are determined for calendar year 1997.

          (ii)  The term "Current Lease Year" shall mean each calendar year or
part thereof during the Term, with respect to which a determination of
Adjustment Rent is being made.

          (iii)  The "Tenant's Pro Rata Share" shall be 25.272%. This percentage
is calculated by dividing Tenant's net rentable space in the Premises (17,056
square feet) by the total rentable space in the Building (67,489 square feet).

          (iv)  The term "operating expenses" shall mean the following actual
costs or expenses paid or incurred by the Landlord in connection with the
servicing, operation, maintenance and repair of the Building and related
exterior appurtenances to, and parking


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facilities for, the Building: the cost of utilities, insurance, elevator
maintenance and service, general maintenance, painting, redecorating and repair
of the common areas and the exterior of the Building, janitorial services,
window washing, rubbish removal, security services, snow removal, sewer
charges, fuel, air conditioning, general landscape and parking area maintenance
and any other costs, charges and expenses which, under generally accepted
accounting principles and practice would be regarded as maintenance and
operating expenses including such costs, charges and expenses as would normally
be amortized over a period not exceeding five years; subject, however, to the
provisions of the following sentence hereof. "Operating expenses" shall also
include the actual cost of roof replacement and parking lot resurfacing,
amortized over the useful life of such improvements at a commercially
reasonable discount rate. The cost of any capital improvements made to the
Building after the Commencement Date that reduce other operating expenses or
are required under any governmental law or regulation that was not applicable
to the Building at the time it was constructed, such cost to be amortized over
the useful life of the item in question, together with interest on the
unamortized balance thereof at the rate of ten percent (10%) per annum or such
higher rate as may have been paid by Landlord on funds borrowed for the
purposes of constructing said capital improvement.

     In addition, "operating expenses" shall specifically include all real
estate taxes which shall mean all taxes, general and special, levied or assessed
on the land owned by the Landlord on which the Building has been erected (the
"Land"), the Building, all improvements on the Land relating to the Building,
including parking facilities, and on the fully completed improvements to the
Building. Furthermore, should Bucks County or any governmental authority having
jurisdiction over the Premises or the Building and Land ever impose a tax and/or
assessment of any kind or nature upon, against or with respect to the rental
income of the Landlord derived from the Building or with respect to the
Landlord's ownership of the Land and/or Building either by way of substitution
for all or any part of the taxes and assessments levied or assessed against the
Land or Building or in addition thereto, then in such event, such tax,
assessment and/or surcharge shall be deemed to constitute "real estate taxes".
Real estate taxes for the Base Amount and any calendar year shall be deemed to
be the taxes payable in the Base Amount or calendar year in question, even
though the levy or assessment may be for a different fiscal year.

     Operating expenses specifically exclude expenses for painting, redecorating
or other work which the Landlord performs for any tenant of the Building;
expenses for repairs or other work occasioned by fire, windstorm or other
insured casualties; costs incurred in leasing space within the Building, or in
procuring new tenants; legal expenses incurred in enforcing the terms or
conditions of any lease; ground rents, interest or amortization payments on any
mortgage or obligation in the nature of a mortgage; amounts received by Landlord
through proceeds of insurance, tenants, condemnation awards, warranties or any
other source; brokerage commissions; taxes other than real estate taxes (except
for taxes in lieu of real estate taxes); costs in the nature of fees, fines or
penalties arising out of the breach of any obligation, contractual or at law, by
Landlord or its contractors, employees or agents, including attorneys' fees;
tenant buildout expenses, including permit, license and inspection costs
relating thereto; costs or expenses relating to correction of latent defects in
the Building (provided that normal

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maintenance expenses will not be excluded) or non-compliance of the Building
with laws in effect as of the date hereof; costs relating to environmental
compliance or remediation; capital expenditures, except to the extent included
above; reserves for future expenditures not yet incurred; attorneys' fees and
other costs and expenses incurred in connection with negotiations or disputes
with present or prospective tenants of the Building; expenses in connection with
services not offered to Tenant; overhead and profit increment paid to Landlord
or any of its affiliates to the extent the same exceed market rates; advertising
and promotional expenditures; and depreciation.

            (c)  Following the end of each calendar year, the Landlord shall
furnish the Tenant with a statement (herein called the "Tenant's Adjustment Rent
Statement"), setting forth the amount of Adjustment Rent payable by the Tenant
pursuant to subsection 2(b), above, for the Lease Year immediately preceding the
Lease Year in which the Tenant's Adjustment Rent Statement is issued, by reason
of (i) any increase in real estate taxes and (ii) any increase in operating
expenses over the Base Amount. Copies of real estate tax bills and a statement
of operating expenses of the Building prepared by the Landlord's accountants
shall be included with Tenant's Adjustment Rent Statement. Tenant shall have the
right to audit the applicable records of Landlord to confirm that the charges
billed to Tenant under this Lease are proper and conform to the provisions of
this Lease. Such right shall be exercisable by Tenant within one year after
Tenant's receipt of Tenant's Adjustment Rent Statement. Landlord shall cooperate
with Tenant in providing Tenant reasonable access to Landlord's books and
records during normal business hours to enable Tenant to audit Landlord's books
and records as they relate to any costs or expenses passed through to Tenant
pursuant to any provisions of this Lease. If the audit discloses any overpayment
on the part of Tenant, then Tenant shall be entitled to a credit on the next
succeeding installment of rent for an amount equal to the overcharge plus
interest on the amount of such overcharge from the date on which same was paid
by Tenant until the date refunded by Landlord at the prime rate published in the
Wall Street Journal, and such credit shall be extended to succeeding
installments of rent in the event such overcharge exceeds the amount of the next
succeeding such installment and, in the event the term of this Lease has expired
or been earlier terminated, then Tenant shall be entitled to a refund of such
excess from Landlord within thirty (30) days after such date or expiration or
earlier termination. In addition, in the event such audit by Tenant discloses
such an overcharge in excess of the five percent (5%) of the amount payable in
accordance with this Lease, then Landlord shall pay to Tenant the reasonable
costs and expenses of such audit. If the audit discloses an underpayment by
Tenant, Tenant will remit the amount of such underpayment within thirty 
(30) days following receipt of a bill for such underpayment amount.

            Unless the Landlord has exercised its election under the next
grammatical paragraph, the Tenant shall within thirty (30) days of receipt of
the Tenant's Adjustment Rent Statement pay the amount of Adjustment Rent shown
thereon. Prior to the Expiration Date the Landlord shall submit to the Tenant an
estimate of the Tenant's Adjustment Rent Statement for the calendar year in
which the Expiration Date falls, and the Tenant shall pay to the Landlord within
thirty (30) days of receipt of such statement the estimated Adjustment Rent.
After the end of such calendar year the Landlord shall submit to the Tenant the
final Tenant's Adjustment Rent Statement and an appropriate adjustment shall be
made between the Landlord and the Tenant based on the amount of Adjustment Rent
theretofore paid by the Tenant for the period from the first day of such
calendar year to and including the Expiration Date.

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     At the election of the Landlord, the Tenant shall pay to the Landlord on
account of Adjustment Rent for any calendar year on the first day of each month
during such calendar year an amount equal to one-twelfth (1/12) of the
Landlord's estimate of the Tenant's Adjustment Rent for such calendar year.
Landlord's estimate of the Tenant's Adjustment Rent shall not exceed 105% of the
prior year's Adjustment Rent.  After the end of such calendar year and the
delivery of the Tenant's Adjustment Rent Statement, if the amount paid by the
Tenant during such calendar year shall exceed the actual amount set forth in
said statement, such excess shall be credited against the next installment of
Adjustment Rent due from the Tenant to the Landlord hereunder.  If, on the other
hand, the amount shown in the Tenant's Adjustment Rent Statement shall be
greater than the aggregate amount paid by the Tenant as an estimate on account
of such Adjustment Rent for the calendar year in question, the Tenant shall pay
to the Landlord the difference between the amount theretofore paid by the Tenant
and the actual amount of such Adjustment Rent within thirty (30) days after the
receipt of the Landlord's estimated payment statement; provided that, if at any
time or times it appears to Landlord in its reasonable discretion that the real
estate taxes for the then current fiscal year of the taxing authority shall vary
from Landlord's estimate therefor by more than 5%, Landlord may, by notice to
Tenant, revise its estimate for such year, and subsequent payments of Rent by
Tenant shall be based upon such revised estimate.

     Notwithstanding the foregoing, the Tenant shall pay directly to the utility
all utility expenses incurred in the operation of the separately metered air
conditioning/heat pump unit which serves the Premises, to be determined monthly
by reference to the meter which measures the utility usage of said unit.


                          ARTICLE 3.  USE OF PREMISES

SECTION 3.1 PERMITTED USE

     Tenant will use the leased Premises only for general office purposes,
unless Landlord shall give Tenant prior written consent for a different use.


SECTION 3.2 WASTE, NUISANCE, OR ILLEGAL USES

     Tenant shall not use the Premises or permit them to be used in any manner
that results in waste of the Premises or constitutes nuisance.  Tenant shall not
use the Premises or permit them to be used for any illegal purpose.  Tenant at
its own expense will comply, and will cause its officers, employees, agents, and
invitees to comply, with all applicable laws and ordinances, and with all
applicable rules and regulations of governmental agencies concerning the use of
the Premises; provided, however, Tenant shall not be responsible for compliance
with any such laws, regulations, or the like requiring (i) structural repairs or
modifications or (ii) repairs or modifications to the utility or building
service equipment or (iii) installation of new building service equipment, such
as fire detection or suppression equipment, unless such repairs,


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modifications, or installations shall (a) be due to Tenant's particular manner
of use of the Premises (as opposed to normal office use generally), or (b) be
due to the negligence or willful misconduct of Tenant or any agent, employee,
or contractor of Tenant. Tenant will not store or use hazardous substances or
materials on the Premises, other than ordinary office and cleaning supplies.
Tenant shall be permitted to use materials and substances which are customary
to normal office use. Notwithstanding the foregoing, any materials or
substances governed by the laws and regulations of the United States or of any
state or municipality, or of any agency thereof shall be handled, controlled,
managed and disposed of by Tenant in accordance with such laws and regulations
and Tenant agrees to indemnify and hold Landlord harmless from any and all
losses, damages, fines, penalties and causes of action resulting from Tenant's
breach of its obligations under this section.

SECTION 3.3 USE OF COMMON AREAS

     Restrooms, elevators, stairs, hallways, parking facilities, and other
common areas may be used by the tenant and its employees, as long as said use
is reasonable and in accordance with reasonable and uniformly enforced rules
and regulations as may be promulgated by Landlord from time to time and imposed
on all tenants throughout the Building. Landlord will not alter or reconfigure
the common areas of the Building so as to materially and adversely affect
Tenant's conduct of business at the Premises.

SECTION 3.4 SERVICES

     The Landlord shall furnish electric current sufficient for general office
purposes, water, lavatory supplies, building standard fluorescent tube
replacements and automatically operated elevator service during normal business
hours, and normal and usual cleaning and janitorial service in accordance with
the specifications therefor set forth in Schedule 3.4 after business hours,
without additional cost to the Tenant except as otherwise provided herein; the
Landlord further agrees to furnish heat and air-conditioning during the
appropriate seasons of the year, consistent with temperatures maintained in
other first rate office buildings in the area, between the hours of 8:00 A.M.
and 6:00 P.M. on Monday through Friday and from 8:00 A.M. to 1:00 P.M. on
Saturday (exclusive of holidays); provided, however, that the Landlord shall not
be liable for failure to furnish, or for suspension or delays in furnishing,
any of such services caused by breakdown, maintenance or repair work or strike,
riot, civil commotion, or any cause or reason whatsoever beyond the control of
the Landlord. Notwithstanding any of the foregoing to the contrary, in the
event Tenant is not reasonably able to use the Premises or the parking areas
serving the same on account of work, repairs or alterations made by Landlord or
a cessation or reduction in any utilities or services necessary for use of the
Premises or such parking areas for which prior consent has not been received,
Minimum Rent shall be abated equitably hereunder from and after the date that
is five (5) days after the date upon which Tenant became unable to use the
Premises or such parking areas until the date Tenant is again reasonably able
to use the Premises and such parking areas. Landlord shall be responsible to
maintain the common areas, including without limitation, the hallways, lobby,
public restrooms, parking lot and driveways provided that Landlord shall not be
liable for temporary inaccessibility


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of common areas caused by maintenance or repaid work or strike, riot, civil
commotion or any other cause or reason whatsoever beyond the control of
Landlord. Tenant may request heat and air conditioning during other hours, upon
24 hour notice to Landlord, for which Tenant will pay $25 per hour of said
additional heat and air conditioning. Holidays are: New Year's Day, Memorial
Day, Independence Day (July 4th), Labor Day, Thanksgiving Day, and Christmas.

SECTION 3.5 ADDITIONAL RENT

     In the event the Landlord is entitled under the terms of this Lease to
collect any sum of money from the Tenant, or the Tenant is required to pay to
the Landlord any sum of money, other than the Minimum Rent and Adjustment Rent,
such sum or amount shall be regarded as additional rent and, at the election of
the Landlord, shall be payable on demand, on the due date of the next monthly
installment of Minimum Rent. The Landlord shall be entitled to treat the
failure to pay additional rent in the same manner as a default in the payment
of Minimum Rent. This provision shall be construed as an additional remedy
granted to the Landlord and not in limitation of any other rights and remedies
which the Landlord has or may have arising from the Tenant's failure to make a
payment to the Landlord.

SECTION 3.6 MAINTENANCE AND SURRENDER BY TENANT

     Except as provided in Section 3.4, Tenant shall maintain the leased
Premises throughout the Lease term and any extensions of that term, and keep
them free from waste or nuisance. At the termination of the Lease, Tenant shall
deliver the Premises in as good a condition and state of repair as they were in
at the time Landlord delivered possession to Tenant, except for reasonable wear
and tear and damage by fire, flood, or other casualty. In the event Tenant
should neglect to reasonably maintain the leased Premises, Landlord shall have
the right, but not the obligation, after written notice to Tenant stating
Landlord's intention to exercise self-help remedies, other than in any
emergency situation, in which case notice will be given when practicable, to
cause repairs or corrections to be made, and any reasonable costs incurred for
such repairs or corrections for which Tenant is responsible under this Section
shall be payable by Tenant to Landlord as Additional Rent with the next monthly
installment of Minimum Rent.

SECTION 3.7 TENANT'S AGREEMENT

     Tenant further agrees that the only sign, advertisement or notice which
shall be inscribed, painted or affixed on any part of the inside of the
Premises or Building, including the directories and doors of offices, shall be
installed and paid for by Landlord and designed by Tenant and approved by
Landlord. Tenant further agrees that no sign, advertisement or notice may be
affixed to the outside of the Building. Landlord shall have the right to
prohibit any advertisement of any Tenant which in the Landlord's opinion tends
to impair the reputation of the Building or its desirability as a Building for
offices or for financial, insurance or other institutions and businesses of
like nature, and upon written notice from the Landlord, Tenant shall refrain
from and discontinue such advertisement; that the Landlord shall have the right
to prescribe the weight, method of installation and position of safes or other
heavy fixtures or


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equipment and Tenant will not install on the Premises any fixtures, equipment or
machinery that will place a load upon any floor exceeding the floor load per
square foot area which such floor was designated to carry; that all damage done
to the Building or the Premises by taking in or removing a safe or any other
article of Tenant's office equipment, or due to its being in the Premises, shall
be repaired at the expense of the Tenant. For purposes of this Lease, the
maximum permissible floor load per square foot is 250 lbs. No freight, furniture
or other bulky matter of any description will be received into the Building or
carried in the elevators, except as approved by the Landlord. All moving of
furniture, material and equipment shall be under the direct control and
supervision of the Landlord, who shall, however, not be responsible for any
damage to or charges for moving the same. Tenant agrees promptly to remove from
the public area adjacent to the Building any of Tenant's merchandise there
delivered or deposited.

SECTION 3.8 SPECIAL EQUIPMENT

     The Tenant will not install or operate in the Premises any electrically
operated equipment or other machinery, other than typewriters, adding machines
and other such electrically operated office machinery and equipment, including
computers and date processing equipment normally used in modern offices, without
first obtaining the prior written consent of the Landlord, who may condition
such consent upon the payment by the Tenant of additional rent as compensation
for such excess consumption of water and/or electricity as may be occasioned by
the operation of said equipment or machinery. The Tenant shall not install any
other equipment of any kind or nature whatsoever which will or may necessitate
any changes, replacements or additions to or require the use of the water
system, plumbing system, heating system, air-conditioning system, or the
electrical system of the Premises without the prior written consent of the
Landlord. All amounts paid pursuant to this Section 3.8 as additional rent shall
be paid in addition to any amounts paid pursuant to Section 3.6 above.

SECTION 3.9 TENANT EQUIPMENT

     Maintenance and repair of equipment such as kitchen fixtures, separate
air-conditioning equipment, or any other type of special equipment, whether
installed by Tenant or by Landlord on behalf of Tenant, shall be the sole
responsibility of Tenant and Landlord shall have no obligation in connection
therewith.

SECTION 3.10 USE OF ASBESTOS IN PREMISES

     Tenant each agrees to indemnify and hold Landlord harmless from and against
liability arising out of the presence of asbestos or other hazardous substances
at the Premises resulting from the actions of Tenant.

                                       11
<PAGE>   12
                    ARTICLE 4. TAXES AND LANDLORD COVENANTS

SECTION 4.1 PERSONAL PROPERTY TAXES

     Tenant shall be liable for all taxes levied or assessed against personal
property, furniture, or fixtures placed by Tenant in or on the Premises. If any
such taxes for which Tenant is liable are levied or assessed against Landlord or
Landlord's property, and if Landlord elects to pay them, or if the assessed
value of Landlord's property is increased by inclusion of personal property,
furniture or fixtures placed by Tenant in the Premises, and Landlord elects to
pay the taxes based on such increase, Tenant shall pay to Landlord on demand
that part of the taxes for which Tenant is primarily liable under this Article.

SECTION 4.2 REAL PROPERTY TAXES AND ASSESSMENTS

     Landlord shall pay and fully discharge all real property taxes, special
assignments, and governmental charges of every character imposed on the leased
Premises during the term of this Lease, including any special assessments
imposed on or against the Premises for the construction or improvement of public
works.

SECTION 4.3 INSURANCE

     Landlord shall maintain in full force from the date upon which Tenant first
enters the Premises for any reason, throughout the Term, a policy of insurance
upon the Building insuring against all risks of physical loss or damage under an
All Risk coverage endorsement in an amount at least equal to the full
replacement value of the property insured, with an Agreed Amount endorsement to
satisfy co-insurance requirements, as well as insurance against breakdown of
boilers and other machinery as customarily insured against. Landlord shall
supply to Tenant from time to time upon request of Tenant certificates of all
such insurance issued by or on behalf of the insurers named therein by a duly
authorized agent. All policies of insurance maintained by Landlord shall contain
the same waiver of subrogation provisions for the benefit of Tenant as Tenant is
required to obtain in its insurance policies for the benefit of Landlord.

SECTION 4.4 COMPLIANCE WITH LAW

     To the best of Landlord's knowledge, Landlord represents and warrants to
Tenant that the Land, Building and Premises are in material compliance with all
applicable zoning, land use and environmental laws and agreements and the
requirements of all easement and encumbrance documents and Landlord covenants
to keep the same in compliance throughout the Term.



                                       12
<PAGE>   13
                       ARTICLE 5. ALTERATIONS, ADDITIONS,
                           IMPROVEMENTS, AND FIXTURES


SECTION 5.1 CONSENT OF LANDLORD

     Tenant shall not make any alterations, additions, or improvements to the
leased Premises without the prior written consent of Landlord. Consent for
non-structural alterations, additions, or improvements shall not be unreasonably
withheld by Landlord, and shall not be required with respect to alterations,
additions and improvements costing less than $25,000.

SECTION 5.2 PROPERTY OF LANDLORD

     All alterations, additions, or improvements made by Tenant shall become the
property of Landlord at the termination or expiration of this Lease. However, if
Landlord so elects, Tenant shall promptly remove all alterations, additions and
improvements, and any other property placed in or on the Premises by Tenant, and
Tenant shall repair any damage caused by such removal. Notwithstanding the first
sentence hereof, all initial buildout improvements will remain at the Premises
at the Expiration Date hereof. Landlord will inform Tenant at the making of any
other alterations, additions or improvements whether Tenant will be required to
remove such improvements upon termination or expiration of this Lease.

SECTION 5.3 TRADE FIXTURES

     Tenant has the right at all times to erect or install furniture and
fixtures, provided that Tenant complies with all applicable governmental laws,
ordinances, and regulations. Tenant shall have the right to remove such items at
the termination of this Lease and the fixtures can be removed without structural
damage to the Premises. Prior to the termination of this Lease, Tenant must
repair any damage caused by removal of any fixtures. Any furniture or fixtures
that have not been removed by Tenant at the termination of this Lease shall be
deemed abandoned by Tenant and shall automatically become the property of
Landlord provided that the cost of restoring any damage to the Premises caused
by such removal will be paid by Tenant to Landlord as Additional rent.

SECTION 5.4 DAMAGE

     All injury to the Premises or the Building caused by moving the property of
Tenant into, in or out of, the Building and all breakage done by Tenant, or the
agents, servants, employees and visitors of Tenant, shall be repaired by the
Tenant, at the expense of the Tenant. In the event that the Tenant shall fail to
do so, then the Landlord shall have the right to make such necessary repairs,
alterations and replacements (structural, non-structural or otherwise) and any
charge or cost so incurred by the Landlord shall be paid by the Tenant as
Additional Rent.



                                       13
<PAGE>   14
SECTION 5.5 PERSONAL PROPERTY

            All personal property of the Tenant in the Premises or in the
Building shall be at the sole risk of the Tenant. Tenant shall insure all
personal property of Tenant and all improvements to the Premises made by Tenant
against all risk of loss or damage in an amount to equal to the replacement
cost. Tenant shall provide Landlord with a Certificate of Insurance evidencing
such coverage within fourteen days of the Commencement Date. Except where caused
by the negligence of the Landlord, the Landlord shall not be liable for any
accident to or damage to the property of Tenant resulting from the use or
operation of elevators or of the heating, cooling, electrical or plumbing
apparatus. Landlord shall not, in any event, be liable for damages to property
resulting from water, steam or other causes. Tenant hereby expressly releases
Landlord from any liability incurred or claimed by reason of damage to Tenant's
property, except where due to Landlord's gross negligence or willful misconduct.
Landlord shall not be liable in damages for, nor shall this Lease be affected
by, conditions arising or resulting from, construction on property contiguous to
the Building, including other construction on the Land, and which may affect
the Building.

            Landlord agreed to repair any malfunction or other defect within its
reasonable control in the electrical system of the Building, so that there is
furnished to Premises an uninterrupted supply of electricity, to the extent of
the electrical systems in the Building within Landlord's control.

SECTION 5.6 LIABILITY

            The Landlord assumes no liability or responsibility whatsoever with
respect to the conduct and operation of the business to be conducted in the
Premises, except for maintenance of the structure and roof of the Building. The
Landlord shall not be liable for any accident to or injury to any person or
persons or property in or about the Premises which are caused by the conduct and
operation of said business or by virtue of equipment or property of the Tenant
or the acts of Tenant, its invitees, agents or employees in said Premises. The
Tenant agrees to hold the Landlord harmless against all such claims.



                       ARTICLE 6. INSPECTION BY LANDLORD

SECTION 6.1 RIGHT TO ENTER

            Landlord and its officers, agents, employees, and representatives
shall have the right to enter the leased Premises at all reasonable hours,
whether or not during normal business hours, with reasonable advance written
notice, except in the event of an emergency, for purposes of inspection,
cleaning, maintenance, repairs, alterations, or additions as Landlord may deem
necessary (but Tenant assumes no obligation to make repairs in the leased
Premises except as expressly provided in this Lease), or to show the Premises to
prospective purchasers, or lenders

                                       14
<PAGE>   15
or, during the last six (6) months of the Term, to prospective tenants, with
minimal disruption of tenant's business. Tenant shall not be entitled to any
abatement or reduction of rent by reason of the entry of Landlord or any of its
officers, agents, representatives, or employees pursuant to this article, nor
shall such entry be deemed an actual or constructive eviction.

                   ARTICLE 7. ALTERATIONS; MECHANICS' LIENS

SECTION 7.1 NO MECHANICS LIENS

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

SECTION 7.2 ALTERATIONS

     All work consented to by Landlord, to be done or performed in or about the
Premises by Tenant, whether prior to the Commencement Date or thereafter, shall
comply with the architectural and mechanical requirements of the Building shall
be performed at Tenant's sole cost and expense in accordance with the plans and
specifications prepared by and at the expense of Tenant and reasonably
approved by Landlord, by bonded contractors, subcontractors and materialmen
approved by Landlord, in its reasonable discretion. During the course of
performance of said work. Tenant will carry or cause to be carried such
insurance as may from time to time be reasonably required by Landlord naming
the Landlord and Landlord's agent as additional insureds and further providing
that such insurance cannot be canceled without thirty (30) days prior written
notice to Landlord and Landlord's agent. Landlord shall require a standard
warranty by each of Tenant's prime contractors and materialmen for the benefit
of the Landlord, Tenant and such other parties as Landlord shall designate that
all work performed and materials and equipment furnished by such contractors
will conform to the requirements of the plans and specifications as to the
kind, quality, function of the equipment and characteristics of material and
workmanship and will remain so for a period of one year from the date that the
work has been completed, and in the event any deficiency, defects, faults
or imperfections of materials, equipment or workmanship shall appear prior to
the expiration of such period, the contractor, upon receiving written notice
thereof from Landlord or Tenant will immediately correct and repair the same at
the expense of such contractor; said warranty to be effective whether or not
any part of the aforesaid work has been subcontracted by the contractor.

SECTION 7.3 CONSENT

     Any consent by Landlord permitting Tenant to do any or cause any work to be
done in or about the Premises shall be and hereby is conditioned upon Tenant's
work being performed by workmen and mechanics working in harmony and not
interfering with labor employed by Landlord, Landlord's mechanics or their
contractors or by any other Tenant or 


                                       15
<PAGE>   16
their contractors. If at any time any of the workmen or mechanics performing
any of Tenant's work shall be unable to work in harmony or shall interfere with
any labor employed by Landlord, other Tenants or their respective mechanics and
contractors, then the permission granted by Landlord to Tenant permitting Tenant
to do or cause any work to be done in or about the Premises, may be withdrawn by
Landlord upon forty-eight (48) hours written notice to Tenant.

                              ARTICLE 8. INDEMNITY

SECTION 8.1 TENANT TO HOLD LANDLORD HARMLESS

     Tenant and Landlord each agree to indemnify and hold the other harmless
against any and all claims, demands, damages, costs, and expenses, including
reasonable attorneys' fees for the defense of such claims and demands arising
from the conduct or management of such party's business on the leased Premises
or the Building or Land or its use of the leased Premises or the Building or
Land, or from any breach on the part of either party of any conditions of the
Lease, or from any act or negligence of such party, its officers, agents,
contractors, employees, sublessees, or invitees in or about the leased Premises
or the Building or Land. In case of any action or proceeding brought against
either party by reason of any such claim, the indemnifying party agrees to
defend the actions or proceeding.

     Tenant and Landlord, respectively, hereby release each other from any and
all liability or responsibility to the other for all claims of anyone claiming
by, through or under it or them by way of subrogation or otherwise for any loss
or damage to property covered by the Pennsylvania Standard Form of Fire
Insurance Policy with extended coverage endorsement, whether or not such
insurance is maintained by the other party. Tenant and Landlord agree to notify
their respective insurers of the extra release of the subrogation claims.

                       ARTICLE 9. ASSIGNMENT AND SUBLEASE

SECTION 9.1 SUBLETTING AND ASSIGNMENT

     The Tenant shall not sublet the Premises or any part thereof or transfer
possession or occupancy thereof to any person, firm or corporation or transfer
or assign this Lease without the prior written consent of the Landlord and the
holder of any first mortgage encumbering the Premises (the ''Permanent
Lender''), nor shall any subletting or assignment hereof be effected by
operation of law or otherwise than by the prior written consent of the Landlord
and the Permanent Lender. The consents set forth in the previous sentence shall
not be unreasonably withheld, but may be conditioned upon Landlord's acceptance
of the creditworthiness of the Tenant. In the event Tenant desires to assign
this Lease or to sublet all or a substantial portion of the Premises, Tenant
shall give to the Landlord and the Permanent Lender thirty (30) days' written
notice of Tenant's intention so to do. Tenant's request shall include
information in reasonable detail relating to the proposed sublease transaction,
including 

                                       16
<PAGE>   17
the identity of the proposed sublessee.  Within thirty (30) days after receipt
of said notice, Landlord shall have the right, at Landlord's sole election,
either (a) to withhold Landlord's consent (such consent not to be unreasonably
withheld as aforesaid) to such proposed assignment or sublease, or (b) to
consent to the proposed subletting.  If Tenant desires to sublet all of the
Premises, Landlord shall also have the right (in addition to the foregoing
rights) to terminate this Lease on a date to be agreed upon by Landlord and
Tenant.  Failure of the Landlord to respond to Tenant's notice within thirty
(30) days of receipt shall be deemed to be a withhold of consent by Landlord.
Upon receiving the written consent of the Landlord and the Permanent Lender,
Tenant may assign the Lease or sublet the demised Premises (as the case may
be).  Upon assignment of the Lease  or subletting of all or part of the
Premises, Tenant shall in all events remain liable for full performance under
the Lease.

     Landlord agrees to use reasonable efforts to assist Tenant in obtaining the
consent of Permanent Lender to proposed assignments and subleases hereunder.
Notwithstanding any of the foregoing to the contrary, Tenant shall have the
right to assign its interest in the Premises or to sublet the whole or any part
of the Premises to any entity that controls, is controlled by, or is under
common control with Tenant, or, provided the successor entity has a
creditworthiness at least equal to that of Tenant on the date hereof, in
connection with the consolidation, merger or reorganization of Tenant or the
sale by Tenant of substantially all of its stock or assets, and in none of the
foregoing events shall the consent of Landlord or Permanent Lender be required.
Notwithstanding any provision to the contrary, Landlord shall not be required
or deemed to consent to any assignment, subletting or transfer of Tenant's
interest hereunder in the event the credit of the Tenant is in any way
diminished or impaired as a result thereof.


SECTION 9.2 DAMAGED BY FIRE OR CASUALTY

     In the event of damage or destruction of the Premises by fire or any other
casualty, this Lease shall not be terminated, but the Premises shall be promptly
and fully repaired and restored as the case may be by the Landlord at its own
cost and expense.  Due allowance, however, shall be given for reasonable time
required for adjustment and settlement of insurance claims, and for such other
delays as may result from government restrictions and controls on construction,
if any, and for strikes, national emergencies and other conditions beyond the
control of the Landlord.  It is agreed that in any of the aforesaid events, this
Lease shall continue in full force and effect, but if the condition is such as
to make the entire Premises untenantable, then the rental which the Tenant is
obligated to pay hereunder shall abate as of the date of the occurrence until
the Premises have been fully and completely restored by the Landlord.  Any
unpaid or prepaid rent for the month in which said condition occurs shall be
pro-rated.  If the Premises are partially damaged or destroyed, then during the
period that Tenant is deprived of the use of the damaged portion of the
Premises, Tenant shall be required to pay rental covering only that part of the
Premises that it is able to occupy, based on that portion of the total rent
which the amount of square foot area remaining that can be occupied bears to the
total square foot area of all the Premises covered by this Lease.  In the event
the Premises are substantially or totally destroyed by fire or other casualty so
as to be entirely untenantable and


                                       17
<PAGE>   18
it shall require more than two hundred seventy (270) days for the Landlord to
restore the same, then either party hereto, upon written notice to the other
party, may terminate this Lease, in which case the rent shall be apportioned
and paid to the date of said fire or other casualty.

     Landlord agrees that any damage caused to the Building by fire or casualty
shall be repaired, and a certificate of occupancy shall be obtained for the
premises within two hundred seventy (270) days of the date that said damage
occurred.  Tenant shall have a right to cancel this Agreement if a certificate
of occupancy for the Premises is not obtained within two hundred seventy (270)
days of the date damage occurred, as aforesaid, unless the failure to repair
said damage and obtain said certificate is caused by a failure to cooperate or
act on the part of the Tenant.

     Notwithstanding anything in this Agreement to the contrary, control and
application of all insurance proceeds shall be governed in accordance with and
subject to availability of proceeds under the terms and conditions of any first
mortgage covering the property of which the Premises is a part.


SECTION 9.3 CONDEMNATION

     (a)  If the whole of the Building or the Premises shall be acquired or
condemned for any public or quasi-public use or purpose (other than for
temporary use or occupancy) or transferred by a deed in lieu of condemnation,
this Lease and the Term shall end as of the date of the vesting of title with
the same effect as if such date were the Expiration Date.  If only a part of the
Premises shall be so acquired, condemned or transferred, or if a portion of the
parking area of the Building is acquired, condemned or transferred and the
remaining portion of the parking area is insufficient to maintain full occupancy
of the Building, or cannot be replaced, then except as otherwise provided in
this Section, this Lease and the Term shall continue in force and effect, but
from and after the date of the vesting of title, the Minimum Rent shall be
reduced in the proportion which the area of the part of the Premises so
acquired, condemned or transferred bears to the total area of the Premises
immediately prior to such acquisition, condemnation or transfer and the Tenant's
pro rata share shall be reduced in the same proportion. Notwithstanding the
foregoing, Tenant shall have the option to terminate the Lease on the date of
acquisition, condemnation, or transfer if any portion of the Premises or Land or
Building is taken by condemnation, if said acquisition, condemnation or transfer
materially affects the occupancy of the Tenant.  In the event of such
termination, no further rent or any other sums shall accrue or be due and
payable hereunder, and any prepaid rent or expenses shall be immediately
refunded to Tenant.

     (b)  If only a part of the Building shall be so acquired, condemned or
transferred, then (i) if the Premises shall be affected thereby, Landlord, at
Landlord's option, may give to Tenant, within 60 days next following the date
upon which Landlord shall have received notice of vesting of title, a 30 days'
notice of termination of this Lease; and (ii) if, by reason of such acquisition,
condemnation or transfer, Tenant no longer has reasonable means of access to the
Premises, Tenant, at Tenant's option, may give to Landlord, within 60 days next


                                       18
<PAGE>   19
following the date upon which Tenant shall have been given notice of vesting of
title, a 30 days' notice of termination of this Lease. In the event any such 30
days' notice of termination is given by Landlord or Tenant, this Lease and the
Term shall come to an end and expire upon the expiration of such 30 days with
the same effect as if the date of expiration of such 30 days were the Expiration
Date. If a part of the Premises shall be so acquired, condemned or transferred
and this Lease and the Term shall not be terminated pursuant to the foregoing
provisions of this Article, Landlord, at Landlord's expense, shall restore that
part of the Premises not so acquired, condemned or transferred to a
self-contained rental unit. In the event of any termination of this Lease and
the Term pursuant to the provisions of this Section, the Minimum Rent,
Adjustment Rent, as well as all other amounts due from Tenant to Landlord under
this Lease, shall be apportioned as of the date on which possession must be
surrendered to the condemning authority and any prepaid portion of Minimum Rent
and Adjustment Rent, and such other amounts, if any, for any period after such
date shall be refunded by Landlord to Tenant.

     (c) In the event of any such acquisition, condemnation or transfer of all
or any part of the Building, Landlord shall be entitled to receive the entire
award for any such acquisition, condemnation or transfer, Tenant shall have no
claim against Landlord, the condemning authority or the transferee for the value
of any unexpired portion of the Term and the Tenant hereby expressly assigns to
Landlord all of its rights in and to any such award. Nothing contained in this
subsection (c) shall be deemed to prevent Landlord from settling any threatened
or filed condemnation proceeding, nor shall anything herein contained be deemed
to prevent Tenant from independently making a claim against the condemning
authority for Tenant's moving expenses, and for the value of any items of
Tenant's property which are compensable in law as trade fixtures.

SECTION 9.4 TENANT'S CERTIFICATE

     Tenant, at any time or from time to time upon not less than twenty (20)
days' prior written notice from Landlord, will execute, acknowledge and deliver
to Landlord a certificate of Tenant certifying:

     (i)    the Commencement Date and Expiration Date of this Lease;

     (ii)   that this lease is unmodified and in full force and effect (or, if
there have been modifications, that the same are in full force and effect as
modified, stating the modifications);

     (iii)  whether or not there are then existing any defenses against the
enforcement of any of the obligations of Tenant under this Lease (and, if so,
specifying the same);

     (iv)   whether or not, to Tenant's knowledge, there are then existing any
defaults by Landlord in the performance of its obligations under this Lease
(and, if so, specifying same);
<PAGE>   20
          (v) the dates, if any, to which the Minimum Rent and Adjustment Rent
     and other charges under this Lease have been paid; and 

          (vi) that all improvements to be constructed by the Landlord for the
     Premises or other concessions have been fully completed or performed by the
     Landlord in accordance with plans and specifications approved by the
     Tenant, that the Tenant has accepted the Premises, and that the Tenant is
     in full and complete possession of the Premises (or, if such improvements
     have not been fully completed, or if Tenant has not so accepted the
     Premises, specifying what improvements remain to be done and why Tenant has
     not so accepted the Premises).

     It is intended that any such certificate of Tenant delivered pursuant to
this Section 9.4 may be relied upon by any prospective purchaser, ground or
underlying lessor or mortgagee of the Land and Building.

SECTION 9.5 ASSIGNMENT BY LANDLORD

     Landlord is expressly given the right to assign any or all of its interest
under the terms of this Lease, and upon any such assignment Landlord shall be
released of all further liability under the Lease; provided the assignee assumes
in writing Landlord's obligations under this Lease, including, without
limitation, Landlord's obligations relating to Landlord's Work.

SECTION 9.6 NEGATIVE COVENANTS OF TENANT

     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 not in force or hereafter to be placed on the Premises or
any part thereof, or on the building of which the Premises amy be a part, shall
become void or suspended, or whereby the same shall be rated 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 or increases in premiums or insurance carried by Landlord on the
Premises, or any part thereof, or on the building of which the Premises may be a
part, caused in any way by the occupancy of Tenant.

SECTION 9.7 SUBORDINATION

     This Lease is subject and subordinate to any first mortgage hereafter
placed on the Premises or the Building, provided the holder of such first
mortgage enters into a nondisturbance agreement with Tenant reasonably
satisfactory to Tenant.

     Tenant agrees to attorn to and to recognize the mortgagee or the purchaser
at foreclosure sale (alternatively, the "New Landlord") as Tenant's Landlord for
the balance of

                                       20
<PAGE>   21
the term of this Lease subject to all of the terms and provisions hereof.
Tenant hereby agrees, however, that such mortgagee or the purchaser at
foreclosure sale shall not be:

               (1)   liable for any act or omission of Landlord;

               (2)   subject to any offsets or defenses which Tenant might have
against Landlord;

               (3)   bound by any rent or additional rent which Tenant may have
paid to Landlord for more than the current month;

               (4)   bound by any amendment or modification of this Lease made
without its consent. Tenant agrees to promptly execute any other agreement
submitted by Landlord in confirmation or acknowledgment of the foregoing.


                       ARTICLE 10. INTENTIONALLY OMITTED


                              ARTICLE 11. DEFAULT

Section 11.1 Tenant's Default

Each of the following events shall be deemed to be events of default by Tenant
under this lease:

               (a)   Tenant fails to pay any installment of rent within five (5)
days after notice that the same is due under this Lease.

               (b)   Tenant fails to comply with any term, provision, or
covenant of this Lease, other than the payment of Minimum Rent or Additional
Rent, and does not cure the failure within 30 days after written notice of the
failure is provided to Tenant, provided that if the nature of the default is
such that it is not capable of cure within such 30-day period, if Tenant fails
to commence cure within such 30-day period and diligently thereafter pursue such
cure to completion.

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

               (d)   Tenant deserts or vacates any substantial portion of the
Premises for a period of 15 or more days, unless (i) Tenant continues to pay all
Minimum Rent and Additional Rent and (ii) Tenant continues to maintain the
appearance of the Premises in a clean, safe and sightly manner.



                                       21
<PAGE>   22
          (e)  The filing of a petition by or against Tenant for adjudication as
     a bankrupt or insolvent or for its reorganization or for the appointment
     pursuant to any local, state or federal bankruptcy or insolvency law of a
     receiver or trustee of Tenant's property; or an assignment by Tenant for
     the benefit of creditors; or the taking possession of the property of
     Tenant by any local, state or federal governmental officer or agency or
     court-appointed official for the dissolution or liquidation of Tenant or
     for the operating, either temporary or permanent, or Tenant's business,
     provided, however, that if any such action is commenced against Tenant the
     same shall not constitute a default if Tenant causes the same to be stayed
     or dismissed within sixty (60) days after the filing of same.

SECTION 11.2 REMEDIES FOR DEFAULT

     On the occurrence of any event of default specified in Section 11.1.
Landlord shall have the option to pursue any one or more of the following
remedies:

     (a)  Landlord may terminate this Lease after at least 15 days' written
notice, in which event Tenant shall immediately surrender the Premises to
Landlord. Landlord may, without prejudice to any other remedy that it may have
for possession or arrearages in rent, enter on and take possession of the
Premises and remove all persons and property without being deemed guilty of
any manner of trespass, and may relet the Premises. or any part of the
Premises, for all or any part of the remainder of the Lease term to a party
satisfactory to Landlord at such monthly rental as Landlord with reasonable
diligence is able to secure. Tenant agrees to pay Landlord on demand the amount
of all loss and damage that Landlord suffers by reason of such termination,
whether through inability to relet the Premises on satisfactory terms or
otherwise.

     (b)  Landlord may enter on and take possession of the Premises, after at
least 15 days' written notice, and relet the premises for the benefit of Tenant
on such terms as Tenant deems advisable, and receive the rent for the reletting.
Tenant agrees to pay Landlord on demand any deficiency that may arise by reason
of such reletting.

     (c)  Landlord may enter on the Premises, without being liable for
prosecution or any claim for damages for such entry, and do whatever Tenant is
obligated to do under the terms of this Lease to correct the default. Tenant
agrees to reimburse Landlord on demand for any reasonable expenses that
Landlord may incur in effecting compliance with Tenant's obligations under this
Lease in this manner, and Tenant further agrees that Landlord shall not be
liable for any damages resulting to Tenant from such action.

     No reentry or taking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease, unless written
notice of such intention be given to Tenant. Notwithstanding any such reletting
or reentry or taking possession, Landlord may at any time thereafter elect to
terminate this Lease for a previous default. The loss or damage that Landlord
may suffer by reason of termination of this Lease or the deficiency from any
reletting as provided for above, shall include the expense of repossession.


                                       22
<PAGE>   23
SECTION 11.3 LANDLORD'S DEFAULT

     If Landlord defaults in the performance of any term, covenant, or
condition required to be performed by it under this agreement, Tenant may elect
to do either one of the following:

     (a)  After not less than 10 days notice to Landlord, Tenant may remedy
such default by any necessary action and, in connection with such remedy, may
pay expenses and employ counsel. All sums expended or obligations incurred by
Tenant in connection with remedying Landlord's default shall be paid by
Landlord to Tenant on demand and, on failure of such reimbursement, Tenant may
in addition to any other right or remedy that Tenant may have, deduct these
costs and expenses from rent subsequently becoming due under this Lease.

     (b)  Tenant may terminate this Lease on giving at least 45 days notice to
Landlord of such intention. In the event Tenant elects this option, the Lease
will be terminated on the date designated in Tenant's notice, unless Landlord
has cured the default prior to expiration of the 45-day period.

SECTION 11.4 CUMULATIVE REMEDIES

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

SECTION 11.5 WAIVER OF DEFAULT

     No waiver by either party of any default or violation or breach of any of
the terms, provision, or covenants contained in this Lease shall be deemed or
construed to constitute a waiver of any other violation or breach of any of the
terms, provisions, and covenants of the Lease. Forbearance by either party to
enforce one or more of the remedies provided in this Lease or by law on an event
of default shall not be deemed or construed to constitute a waiver of such
default. Landlord's acceptance of rent following an event of default under this
Lease shall not be construed as Tenant's waiver of the default.

                                       23
<PAGE>   24
                              ARTICLE 12. NOTICES

SECTION 12.1 NOTICES

          Any bills, statements, notices, demands, requests, consents, approvals
or other communications given or required to be given under this Lease shall be
effective only if rendered or given in writing, sent by hand or by registered or
certified mail (return receipt requested); United Parcel Service (UPS); or
FedEx, and addressed as follows:


          (a)  To Landlord at the following address:

               One Summit Square Associates
               c/o BR Management Corporation
               50 West State Street
               Trenton NJ 08608

          or to such other person or address as Landlord may designate by
written notice to the Tenant.

          (b)  To Tenant at:

          After the Commencement Date, at the Premises, with a copy to Hale and
Dorr at the address set forth below.

               Prior to the Commencement Date, at:

               9990 Global Road
               Philadelphia, PA 19115

               With a copy to:

               John H. Chory, Esquire
               Hale and Dorr
               60 State Street
               Boston, MA 02109

          or to such other person or address as Tenant may designate by written
notice to the Landlord.

          Any such bill, statement, notice, demand, request, consent, approval
or other communication shall be deemed to have been rendered or given on the
date when it shall have been received or refused.



                                       24
<PAGE>   25

                           ARTICLE 13. MISCELLANEOUS


Section 13.1 Rules and Regulations

          The Tenant covenants that the following rules and regulations, and
such other and further reasonable rules and regulations as the Landlord may
make and which in the Landlord's judgment are needful for the general
well-being, safety, care and cleanliness of the Premises and the Building
together with their appurtenances, shall be uniformly applied to all Tenants
and shall be faithfully kept, observed and performed by the Tenant, and by its
agents, servants, employees and guests unless waived in writing by the Landlord:

          (a)  The sidewalks, entries, passages, elevators, public corridors
and staircases and other parts of the Building which are not occupied by the
Tenant shall not be obstructed or used for any other  purpose than ingress or
egress.

          (b)  The Tenant shall not install or permit the installation of any
awnings, shades, and the like other than those reasonably approved by the
Landlord in writing.

          (c)  The doors leading to the corridors or main halls shall be kept
closed during business hours except as they may be used for ingress or egress.
Landlord shall at all times have access to Tenant's Premises by providing keys
or access codes as required.

          (d)  The Tenant shall not construct, maintain, use or operate within
the Premises or elsewhere in the Building or on the outside of the Building,
any equipment or machinery which produces music, sound or noise which is
audible beyond the demised Premises.

          (e)  Electric and telephone floor distribution boxes must remain
accessible at all time.

          (f)  Bicycles, motor scooters or any other type of vehicle shall not
be brought into the lobby or elevators of the Building, or into the Premises.

          (g)  No food shall be prepared on the Premises other than incidental
food preparation for office workers in the Premises which does not result in
any odors discernible in the public areas of the Building or to other tenants
of the Building.

          (h)  Tenant is permitted to install microwave ovens in the Premises.
Tenant may also install vending machines in the Premises, if said installation
is not in conflict with any contract which Landlord has entered into with any
vending service provider.


                                       25
<PAGE>   26
SECTION 13.2 SURRENDER OF PREMISES

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

SECTION 13.3 AMENDMENT

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

SECTION 13.4 JOINT AND SEVERAL LIABILITY

     If there is more than one Tenant, the obligations imposed on Tenants by
virtue of this Lease shall be joint and several. If there is a guarantor of
Tenant's obligations under this Lease, the obligations imposed on Tenant shall
be the joint and several obligations of Tenant and the guarantor. Landlord need
not first proceed against Tenant before proceeding against the guarantor, nor
shall any such guarantor be released from its guaranty for any reason
whatsoever.

SECTION 13.5 ATTORNEYS' FEES AND COSTS

If at any time during the term of this Lease either Landlord or Tenant shall    
institute any action or proceeding against the other relating to the provisions
of this Lease, or any default of this Lease, then the unsuccessful party shall
reimburse the successful party for reasonable attorneys' fees and expenses
incurred to enforce the Lease.

SECTION 13.6 UNAVOIDABLE DELAY

     Except with respect to Sections 1.2, 3.4, 9.2, neither Landlord nor Tenant
shall be required to perform any term, condition, or covenant in this Lease so
long as such performance is hindered or prevented by unavoidable delays. For
purposes of this Section, unavoidable delays shall be defined as natural
disasters: strikes, lockouts or labor disputes; governmental regulations,
restrictions, or controls; enemy or hostile government action; civil riot; fire,
floods, or nuclear accident; or any other cause not reasonably within the
control of Landlord or Tenant and that by the exercise of due diligence Landlord
or Tenant is unable, wholly or in part, to prevent or overcome.

                                       26
<PAGE>   27
SECTION 13.7 BINDING SUCCESSORS AND ASSIGNS

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

SECTION 13.8 LANDLORD'S LIABILITY

                     Landlord shall have no personal liability under any of the
terms, conditions or covenants of this Lease and Tenant shall look solely to the
equity of the Landlord in the Building of which the Premises form a part for the
satisfaction of any claim, remedy or cause of action accruing to Tenant as a
result of the breach of any action of this Lease by Landlord.

SECTION 13.9 PENNSYLVANIA LAW TO APPLY
     
                     This Lease shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania. All obligations of the
parties created by this agreement are performable in Bucks County, Pennsylvania.

SECTION 13.10 LEGAL CONSTRUCTION

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

SECTION 13.11 PRIOR AGREEMENTS SUPERSEDED

                     This Lease constitutes the only agreement between Landlord
and Tenant and supersedes any prior understandings or written or oral agreements
between the parties respecting the subject matter of this Lease.

SECTION 13.12 PRONOUNS

                     Feminine or neuter pronouns shall be substituted for those
of the masculine form, and the plural shall be substituted for the singular
number, in any place or places herein in which the context may require
substitution or substitutions. The Landlord herein for convenience has been
referred to in neuter form.

SECTION 13.13 BROKERS

                     Tenant and Landlord represent and warrant to the other that
T.P. Collins and Cushman and Wakefield are the only brokers and agents (other
than officers or employees

                                       27
<PAGE>   28
of the Landlord) with whom either party has negotiated in bringing about this
Lease, and Landlord agrees to pay any and all commissions to such broker
pursuant to the separate agreement between Landlord and such broker. Landlord
and Tenant agree to indemnify and hold harmless the other against and from any
and all liabilities and expenses (including, without limitation, counsel fees
and disbursements in defending against such liabilities) which may accrue by
reason of, on account of, or growing out of, or resulting from a breach by the
indemnifying party of such warranty and representation.



SECTION 13.14 TIME OF ESSENCE

     Time is of the essence of this agreement. The undersigned Landlord and
Tenant execute this agreement on the date set forth in the caption hereof, at
Langhorne, Bucks County, Pennsylvania.

     IN WITNESS WHEREOF, the Landlord and Tenant have caused this Lease to be
duly executed as of the day and year first above written.


                              LANDLORD:

Witnessed:                    SUMMIT SQUARE INVESTORS, L.P.
                              By: Bergen of Newtown, Inc., general partner


                                  /s/ Scott A. Williams   
----------------------        By: ----------------------
                                  Scott A. Williams



                              TENANT:

                              WEST COAST ENTERTAINMENT
                              CORPORATION, a Delaware corporation


                                  /s/ Donald R. Thomas 
                              By: ----------------------
                                  Authorized Officer 



                              Attest:

                              
                              --------------------------
                                      (Corporate Seal)






                                       28
<PAGE>   29
                                  Schedule 1.1


Plans dated October 31, 1996 prepared by John W. Gannon & Associates consisting
of 4 sheets as follows:

          A-1 Floor Plan Layout
          A-2 Reflected Ceiling Plan/Electrical
          A-3 Reflected Ceiling Plan - Mechanical
          A-4 As built/Demolition Reference Plan


(Notwithstanding any provision to the contrary in the Plans or in the Lease,
Landlord's Work will not include provision or installation of vinyl wall
coverings as shown on the Plans.)



                                       29



<PAGE>   30

                                  Schedule 1.2
                                        
                                  Arbitration

     The party demanding arbitration shall give notice thereof to the other
party and shall in such notice appoint and arbitrator.  Within 15 days
thereafter, the other party shall be notice to the original party appoint at
arbitrator. If the second arbitrator shall not have been appointed as
aforesaid, the position taken by the party demanding arbitration shall be
deemed to be the Market Rent. The two arbitrators shall, within 15 days after
the sooner of the designation of the second arbitrator or the expiration of the
15-day period provided for such designation, shall designate a third
arbitrator. If the two arbitrators shall fail to agree upon the designation of
such third arbitrator within five days after the 15-day period described above,
then they or either of them shall give notice to such failure to agree to the
parties hereto and, if the parties hereto fail to agree upon the selection of
such third arbitrator within five days after the arbitrators appointed by the
parties give notice as aforesaid, then either party on behalf of both may apply
to a court of competent jurisdiction, for the designation of such third
arbitrator.

     Upon the designation of the third arbitrator, the two parties shall submit
their respective position with respect to the disputed Market Rent to the three
arbitrators and the three arbitrators shall conduct such hearings and
investigations as they may deem appropriate and shall, within 10 days after the
date of the designation of third arbitrator, choose the position submitted to
the arbitrators which, in the view of a majority of the arbitrators, is closest
to the fair market rental value. The arbitrators shall give notice thereof to
the parties hereto and the choice by the three arbitrators shall be binding upon
the parties hereto.

     All arbitrators shall be real estate brokers or consultants who shall have
had at least 10 continuous years experience acting as real estate agents or
brokers in the area in which the Premises are located. The parties shall be
entitled to present evidence to the arbitrators in support of their respective
positions. The arbitrators may not make any determination inconsistent with any
of the terms of this Lease or deprive any parties thereto of any right or
warranty reserved in this Lease or decide any matter other than the specific
issue of Market Rent referred to arbitration as herein provided. The arbitrators
shall not have the power to add to, modify or change any of the provisions of
this Lease. The determination of the arbitrator(s), as provided above, shall be
conclusive upon the parties and shall have the same force and effect as a
judgment made in a court of competent jurisdiction. Judgment on the
determination made by the arbitrator(s) under the foregoing provisions may be
entered in any court of competent jurisdiction. Each party shall pay the fees,
costs and expenses of the arbitrator appointed by such party and of the
attorneys and expert witnesses of such party, and one-half of the other fees,
costs and expenses of the arbitration properly incurred hereunder.

                                       30
<PAGE>   31

                                   EXHIBIT A

See plan entitled "A-1 Floor Plan Layout" described in Schedule 1.1.


                                       31

<PAGE>   32


                                  SCHEDULE 3.4
                                        
                               ONE SUMMIT SQUARE
                                        
                        CLEANING CONTRACT SPECIFICATIONS


A.   SCOPE OF WORK

     This facility may not be fully occupied at the start of the cleaning
     services contract; however, the contractor will be expected to provide full
     services for those portions that are occupied as of the commencement date
     specified in the contract.  The contractor will be given sufficient notice
     as additional portions of the facility are occupied so that contract
     services may be extended to these additional spaces.  Until such time as
     the facility is fully occupied, the contract price will be adjusted by
     pro-rating the actual square feet occupied on a rentable basis compared to
     the total occupiable square feet on a rentable basis, which is 67,489
     rentable square feet.

     The Contractor shall provide supervision, manpower, equipment and supplies
     necessary to provide janitorial services as described herein.  The building
     areas to be serviced will be described in writing by the Property Manager
     using estimates of area square footages.  The Contractor is responsible for
     verifying any such estimates by the Property Manager.

     The Contractor may be required to supply all janitorial supplies including
     all paper products, toilet tissue, hand towels, sanitary napkins and
     tampons, hand soap, plastic wastebasket and trash can liners as determined
     by the Property Manager.

     The Contractor will not be required to provide separation services for
     recyclable materials.  However, the Contractor will be required to empty
     all recycling containers throughout the facility and transport to a central
     pick-up facility.  The Contractor will also be required to coordinate the
     pick-up of these materials with the appropriate entity.  The following
     items are expected to be segregated and recycled: 1) shredded paper, 2)
     mixed paper, 3) glass bottles, 4) aluminum cans, 5) newspaper, 6)
     corrugated paper.  This list may be adjusted as regulations and conditions
     dictate.


B.   CLEANING SERVICES REQUIRED

     The Contractors performance will be evaluated based upon the cleaning
     requirements contained herein.

     On normal work days, all cleaning of occupied spaces shall be performed
     after 5:30 PM and prior to 10:00 PM with the exception of any tenant spaces
     where specific alternate arrangements are made between the tenant, Property
     Manager and Contractor.  Performance frequency is described in subsequent
     sections of this document.


                                       1
<PAGE>   33
                                  SCHEDULE 3.4

                               ONE SUMMIT SQUARE

                        CLEANING CONTRACT SPECIFICATIONS

DAILY REQUIREMENTS

1.   Toilet Rooms: (Including private toilet rooms)
     Floors and walls shall be cleaned utilizing cleaner-disinfectant. Floors
     shall be damp mopped with disinfectant and detergent. The floors including
     corners and baseboards shall be clean and dry and present an overall
     appearance of cleanliness.
     
     Ceramic tile wall surfaces shall be cleaned so as to leave no residue and
     shall present a polished look.

     Fixtures (toilets, urinals and sinks) shall be clean and bright. Toilets
     and urinals shall be properly disinfected. There shall be no obvious dust,
     stains, mold or encrustation.

     Toilet partitions shall be wiped down with disinfectant as needed.

     All mirrors shall be cleaned, leaving no streaks or residue.

     All supply dispensers for paper towels and toilet paper shall be filled.

     Waste and sanitary napkin receptacles shall be emptied, cleaned and
     disinfected. Liner bags shall be replaced daily. Liner bags removed from
     the sanitary napkin receptacles shall be collected in separate containers
     for disposal. There shall be no obvious signs of dust on any surface.

2.   Tenant Space:
     All waste generated shall be collected and removed to the trash dumpster
     area for removal by others. Ashtrays shall be free of stains and debris and
     present a clean appearance.

     All horizontal, vertical and under surfaces shall be free of obvious dust,
     smudges or spots. Corners, crevices, moldings and ledges shall be free of
     obvious dust. (In dusting horizontal surfaces, papers and other items
     resting on those surfaces are not to be touched or disturbed).

     All glass in sidelights or interior partition walls shall be clean and free
     of dust, smudges or spots.

                                       2
<PAGE>   34
                                  Schedule 3.4


                               ONE SUMMIT SQUARE

                        CLEANING CONTRACT SPECIFICATIONS


     Spots, smudges or other markings on wall and door surfaces shall be removed
     without causing unsightly discoloration to the surfaces.

     Carpeted surfaces shall be free of obvious dirt, dust and other debris and
     shall be vacuumed. Non carpeted floor surfaces shall be clean and free of
     debris or foreign matter. No dirt shall be left in corners or near
     baseboards, behind doors, or under furniture. all spillages, dirt
     accumulation or crust material shall be removed along with spots and
     stains. When carpeted areas are spot cleaned, those areas shall blend with
     the adjacent areas of the carpet.

     Wastebaskets shall be maintained free of dust, debris and residue. Trash
     can liners shall be replaced nightly.

3.   Entrances, lobbies and Corridors: Floor surfaces shall be clean and free of
     debris or foreign matter and be wet mopped. No dirt shall be left in
     corners or near baseboards. The finished area shall have a uniform lustre
     without unsightly build-up. Carpeted surfaces shall be free of obvious
     dirt, dust and other debris and be vacuumed.

     Metal surfaces shall be free of smears, smudges or stains. they shall be
     clean, bright and polished to a uniform lustre.

     Wood surfaces shall be free of dirt, dust or streaks. All horizontal,
     vertical and under surfaces shall be free of obvious dust, smudges or
     spots. Corners, crevices, moldings and ledges shall be free of obvious
     dust.

     Glass surfaces shall be clean and free from dust, smudges or spots.

     Thresholds shall be clean and free of dirt and debris.

4.   Stairways, Landings and Treads: Landing and tread surfaces shall be free of
     dirt, dust and other foreign substances and shall present an overall
     appearance of cleanliness. Railings, ledges, grilles, fire apparatus and
     doors shall be free of dust and foreign substances. Any glass, metal or
     wood surfaces shall be free of dust, smudges, stains or spots. These
     surfaces shall be wet mopped once per week.



                                       3
<PAGE>   35
                                  SCHEDULE 3.4

                               ONE SUMMIT SQUARE

                        CLEANING CONTRACT SPECIFICATIONS

5.  Trash Dumpster Area: The entire area shall be kept clean and free of
trash and debris.

6.  Elevators: All vertical and horizontal surfaces and doors shall be clean and
free of dirt, dust and smudges. All metal surfaces shall be free of smears,
smudges or stains and shall be clean, bright and polished to a uniform lustre.
Floor tracks and carpets shall be free of dirt and debris. Carpets shall be
thoroughly vacuumed. No dirt shall be left in corners or near baseboards.

8.  Ash Receptacles: Cigarette butts, matches and other discarded materials
shall be removed and the receptacle wiped so that it is free of dust, ashes,
odor, tar and streaks. If sand is used, it shall be refreshed or replaced as
necessary to maintain a clean appearance.

9.  Drinking Fountains: The fixture surfaces shall be clean and bright, free of
dust, stains and streaks. Fountains shall be kept free of trash, etc. and
nozzles free of encrustation. Metal surfaces shall have a polished lustrous
appearance.

10. Public Telephones: All vertical and horizontal surfaces shall be clean and
free of dirt, dust, smudges or streaks.

11. Storage Space: Floors shall be clean and free of trash and foreign
substances. No dirt shall be left in corners or behind doors.

12. Windows and Glass: Glass in and surrounding exterior and vestibule doors and
lobbies on all floors shall be free of dirt, grime, streaks and moisture. Window
sashes, sills, woodwork and other surroundings of interior glass shall be wiped
clean.

13. Venetian Blinds: Both sides of all venetian blind slats shall be clean and
free of dust, dirt and water spots.

14. Floor Mats: Mats shall be clean and free of dirt, grime, stains and other
foreign matter and shall be thoroughly vacuumed.

                                       4
<PAGE>   36
                                  SCHEDULE 3.4
                                        
                               ONE SUMMIT SQUARE
                                        
                        CLEANING CONTRACT SPECIFICATIONS

Periodic Requirements

1.   Restrooms:
     a) Every Month: Damp wipe the surface area of all stall partitions, doors,
          sills and wastepaper receptacles utilizing a multipurpose
          (disinfectant-deodorizer) cleaner.
     b) Semi-annually: Strip entire floor and apply appropriate floor finish.

2.   Tenant Spaces:
     Annually: Strip and apply appropriate floor finish to all non-carpeted
               floors. 
     Monthly:  Spray buff with appropriate spray buff solution.

3.   High Cleaning: 
     Quarterly: Clean surfaces and objects in the building that are
     approximately 70 inches or more above the floor. This includes but is not
     limited to wall and ceiling areas, ventilating and air conditioning
     outlets, transoms, clocks, ceiling moldings, tops of partitions, pictures,
     plaques, wall or ceiling diffusers, bookcases, etc. Drapes shall be
     vacuumed in place.

4.   Carpet Cleaning:    
     Quarterly: All carpeted public corridor shall be cleaned by either dry or
     wet extracted methods (as recommended by the carpet manufacturer), 
     including walk off mats.


                                       5
<PAGE>   37
                            FIRST AMENDMENT TO LEASE


     THIS FIRST AMENDMENT TO LEASE is made this 11th day of September, 1997 by
and between Summit Square Investors, L.P. ("Landlord") and West Coast
Entertainment Corporation ("Tenant").

                       
                                   BACKGROUND

     WHEREAS Landlord and Tenant entered into a certain Office Lease (the
"Lease") dated November 6, 1996 relating to 17,056 square feet of office space
on the second floor of the One Summit Square Building, Route 413 and Double
Woods Road, Langhorne, Middletown Township, Bucks County, Pennsylvania (the
"Building"); and 

     WHEREAS, Tenant has been occupying 1,411 square feet of space on the first
floor of the Building (the "Temporary Space") on a month to month basis since
February 1, 1997 pursuant to a letter dated February 7, 1997 from Landlord's
general partner to Cushman & Wakefield of Pennsylvania, Inc.; and 

     WHEREAS, Tenant desires to continue occupying the Temporary Space until
December 31, 1997; and 

     WHEREAS, Landlord and Tenant desire to modify the Lease as set forth
herein.

     NOW THEREFORE, intending to be legally bound, the parties agree as follows:

     1. Defined Terms. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Lease.

     2. Temporary Space. Landlord hereby ratifies its grant to Tenant of the
right and privilege to occupy and use the Temporary Space in accordance with the
terms of the Lease until December 31, 1997.

     3. Consideration. For and in consideration of this amendment, Sections 1.5
and 1.6 of the Lease are deleted in their entirety from the Lease and are of no
further force and effect.

     4. Term. The term of the Lease as to the Temporary Space commenced on
February 1, 1997 and terminates on December 31, 1997.
<PAGE>   38
     5. Rent.  From and after the date hereof, Minimum Rent for the Temporary
Space shall continue to be $1,411.00 per month, payable in advance on the first
day of each month.

     6. Ratification of Lease.  The use of the Temporary Space by Tenant is
subject to all of the convenants, agreements, terms, provisions, and conditions
of the Lease, and, except as modified by this amendment, such covenants,
agreements, terms, provisions and conditions thereof shall remain in full force
and effect and are hereby ratified and affirmed. There are no amendments to the
Lease other than this amendment.


     IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to
Lease to be executed as of the day and year first above written.



                                   WEST COAST ENTERTAINMENT CORPORATION

                                    By: /s/ Ralph W. Standley III
                                        ------------------------------
                                    Attest: 
                                           ---------------------------



                                    SUMMIT SQUARE INVESTORS, L.P.

                                    By: Bergen of Newtown, Inc.
    
                                        By: /s/ Scott A. Williams
                                           ---------------------------

                                        Attest:
                                               -----------------------

                                       2