SUBLEASE AND ASSUMPTION AGREEMENT


     This Sublease and  Assumption  Agreement (the  "Sublease"),  dated July 28,
2000 relates to a Master  Equipment  Lease  Agreement,  Lease Number 1200273 and
Master Equipment Lease Agreement  Schedule,  Schedule Number 00010 (collectively
referred to as the "Lease"),  a copy of which is attached to this Sublease.  The
Lease describes the leased equipment (the  "Equipment") and contains the Term of
the Lease and the Rental Payments.

     The Current  Lessee is: Patriot Bank Corp. and Patriot Bank, as jointly and
severally liable, as Co-Lessees (hereinafter referred to as "Lessee").

     Address: High and Hanover Streets, Pottstown, Pennsylvania 19464

     The Lessor is: Newcourt Communications Finance Corporation

     Address: 2 Gatehall Drive, Parsippany, New Jersey 07054

     Lessee is currently  leasing the  Equipment  from Lessor under the terms of
the Lease and desires to sublease  and assign its rights and  obligations  under
the Lease to the following Sub-lessee:

     The Sub-lessee is: Universal Money Centers, Inc.

     Address: 6800 Squibb Road, Mission Kansas 66202 (hereinafter referred to as
"Sub-Lessee").

     Intending to be legally bound, in consideration of One Dollar,  the receipt
and  sufficiency of which is  acknowledged,  and to induce Lessor to accept this
Sublease, Lessee and Sub-lessee hereby agree as follows:

     1.   Sub-lessee agrees to pay the sum of $3,828.00 per month, for a  period
of 40  months,  which  payments  will begin on August 1, 2000 and are due on the
same day of each  following  month.  A  security  deposit  equal to four  months
payments,  or  $15,312.00  shall  be paid to  Lessee  with the  signing  of this
Sublease.  The security deposit,  at Lessee's option, may be applied to cure any
default,  in which event Sub-lessee must promptly restore it to its full amount.
Upon full compliance of the contract terms,  conditions,  and  obligations,  the
security deposit, without interest, shall be refunded to the Sub-lessee upon the
return and  delivery of the  equipment to the Lessor at the  termination  of the
term of this lease. Lessee agrees to remain solely responsible to Lessor for the
remaining portion of the Rent Payment due under the Lease to Lessor.

     2.   Lessee  assigns,  transfers  and delivers  to Assignee all of Lessee's
right, title and interest in and to the Lease, the Equipment, subject to all the
terms, conditions, covenants and agreements contained in the Lease.

     3.   Sub-lessee  relinquishes  any right or claim to the  Security  Deposit
paid by Lessee, if any, and waives any right to require Lessor to return, refund
or credit  Sub-lessee with all or any part of any sums that may be refundable to
Lessee under the Lease.



<PAGE>


     4.   Sub-lessee  accepts this Sublease and the Equipment as of the date  of
this  Sublease  and  assumes  and agrees to perform  all the terms,  conditions,
covenants and agreements of the Lease on the part of the Lessee to be performed.
This  Sublease  shall be binding on the legal  representatives,  successors  and
assigns of Sub-lessee.  Sub-lessee  agrees to provide and maintain the insurance
coverages  required  under  paragraph 8 of the Lease with both Lessor and Lessee
being named as loss payees.  Such proof of  insurance  shall be provided to both
Lessor and Lessee on an annual basis.

     5.   Sub-lessee  acknowledges that  neither Lessor nor Lessee have made any
warranty or  representation  to Sub-lessee  in connection  with the Lease or the
Equipment,  whether express or implied. Sub-lessee accepts this Sublease and the
Equipment  without  regard  to the  present  condition  and/or  location  of the
Equipment  and  Sub-lessee  agrees  not to move  any of the  Equipment  from its
present  location  without the express written consent of Lessee,  which consent
shall not be unreasonably withheld provided that the new location is east of the
Mississippi  River with the  exception  of a warehouse  maintained  by Universal
Money which is located in Kansas City, MO. As between Lessee and Sub-lessee, any
approved  relocation of equipment shall be performed at  Sub-lessee's  sole risk
and expense.

     6.   In the event that Sub-lessee  fails or  refuses  to  promptly  pay  or
perform  any  obligation  of Lessee  under the Lease or this  Sublease,  then as
between Lessee and  Sub-Lessee,  Lessee shall have all remedies  available to it
against Sub-Lessee under paragraph 20 of the Lease as if it were the Lessor.

     7.   Lessee agrees to provide  Sub-lessee with any notices it receives from
Lessor  regarding  the Lease within five (5) business  days of Lessee's  receipt
from Lessor.

     8.   This  is a true lease.  At the end of the initial  term of this Lease,
Lessee  shall be  responsible  to provide  notice of  termination  to Lessor per
paragraph 18 of the Lease and  Sub-lessee  shall be  responsible to complete the
return of the equipment to Lessor per paragraph 18 of the Lease at  Sub-lessee's
cost.

     9.   The Sublease is intended to benefit only Lessee, Sub-lessee and Lessor
and no other persons. This Assignment shall be governed by the laws of the State
of New Jersey.  The parties hereto ratify the choice of law and forum  selection
clauses contained in paragraph 30 of the Lease.


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     IN WITNESS  WHEREOF,  Lessee and Sub-Lessee have caused this Sublease to be
executed by their duly  authorized  officers or  representatives  as of the date
first indicated above.

Lessee:                                  Sub-Lessee:
PATRIOT BANK CORP.                       UNIVERSAL MONEY
CENTERS, INC.


BY:  /s/ Lori Adamski                    BY:  /s/ John L. Settles
Deposit. Services Team Leader            President

DATED:  July 28, 2000                    DATED:  July 31, 2000


Lessee:
PATRIOT BANK


BY:

DATED:


                              CONSENT TO ASSIGNMENT
                              ---------------------

The  undersigned,  Lessor in the above referenced  Lease,  consents to the above
Sublease,  transfer  and  delivery  of the  Lease  and  Equipment  by  Lessee to
Sub-Lessee  pursuant  to  the  terms  of the  above  Sublease,  on  the  express
conditions  that:  (i) Sub-lessee has agreed to perform and shall perform to the
undersigned, the terms, conditions, covenants and agreements of the Lease on the
part of the Lessee to be  performed,  and (ii) Lessee  shall not be excused from
Lessee's  obligation  under the Lease in the event of Sublessee's  breach of the
Lease.


Lessor:
NEWCOURT COMMUNICATIONS FINANCE
CORPORATION


BY:

DATED:


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