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                                    Kleinert's, Inc.

                DEFERRED COMPENSATION AND SALARY CONTINUATION AGREEMENT


     DEFERRED COMPENSATION AND SALARY CONTINUATION AGREEMENT made the 15th day
of August, 1995, between KLEINERT'S, INC., a Pennsylvania corporation
(hereinafter referred to as "Company") and Jack Brier (hereinafter referred to
as "Employee").


                                   BACKGROUND
                                   ----------

     Employee is a valued employee of the Company. As an additional inducement
to Employee to continue to render services and to refrain from engaging in
conduct harmful to the Company and to reward past services, the Company agrees
to provide deferred compensation benefits to Employee or salary continuation
benefits to Employee's beneficiary under the terms and subject to the conditions
hereinafter set forth. This Agreement replaces and terminates the Kleinert's,
Inc. Deferred Compensation and Salary Continuation Agreement dated November 30,
1991.

                                    AGREEMENT
                                    ---------

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

     1. Conditions to Deferred Compensation Payments. Employee shall receive
deferred compensation payments in an amount of $11,666.66 per month, commencing
in accordance with paragraph 2 and payable in accordance with paragraph 3.
Employee shall vest ratably in this benefit effective 7/1/94 through 6/30/98. If
employee dies prior to 6/30/98, employee will become 100% vested in this
benefit. Notwithstanding the foregoing, any right of Employee or any beneficiary
of Employee to payment under this Agreement shall terminate immediately upon a
finding by the Company's Board of Directors, after full consideration of the
facts presented on behalf of both the Company and the Employee, that the
Employee has engaged in any sort of disloyalty of the Company, including,
without limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of employment or has disclosed trade secrets of the
Company.

     2. Commencement of Deferred Compensation. Deferred compensation payments
under this Agreement shall commence with the month following the month in which
Employee attains age 73.

     3. Payment Amount and Term. Deferred compensation payments shall be due on
the fifteenth day of each month and shall continue through 84 months. If
Employee dies after payments commence, but before 84 monthly payments are made,
the balance of the payments shall be made in accordance with paragraph 5 to
Employee's beneficiary designated on Schedule A hereto if such person is then
living, or, if not, to Employee's estate.

                                      -2-
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     4. Salary Continuation Payments. If Employee dies before payment of
benefits commences under paragraph 2, a lump sum $1M survivor benefit will be
made payable in accordance with attached split dollar life insurance agreement,
in lieu of the deferred compensation benefit, and any remaining benefit payment
shall be due on the fifteenth day of each month commencing with the month
following the month in which Employee dies and shall continue for 84 months. 

     5. Beneficiary. Employee shall have the right to designate in writing on
Schedule A attached hereto a beneficiary or contingent beneficiary to receive
benefits payable after Employee's death under this Agreement. Employee shall
have the right to change his beneficiary designation at any time by amending
Schedule A hereto or by an instrument in writing signed by Employee and
delivered to the Company. If Employee does not designate a beneficiary, or the
beneficiary and all contingent beneficiaries die before payments commence,
Employee's beneficiary shall be Employee's estate. If Employee's beneficiary (or
last contingent beneficiary) dies before all payments are made, the balance of
the payments shall be made to the last beneficiary's estate. The Company, in its
discretion, may accelerate all payments due to an estate using a present value
interest factor equal to the prime rate of interest plus two percent on the date
of acceleration at CoreStates Bank N.A. 

     6. General Obligation. The rights and benefits of Employee and any
beneficiary hereunder shall be solely those of an unsecured creditor of the
Company. No assets acquired or held by the Company shall be deemed to be held by
the Company in trust for them hereunder or to be security for the performance of
any obligation of the Company hereunder.

     7. Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement, shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.

     8. Assignment. Except for the right to designate a beneficiary, Employee
may not assign, transfer, pledge or encumber Employee's rights under this
Agreement. The right of any beneficiary of Employee to the payment of deferred
compensation or salary continuation benefits under this Agreement may not be
assigned, transferred, pledged or encumbered.



                                     -3-


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     9. Facility of Payment. If the Company finds that any person to whom any
payment is payable under this Agreement is unable to care for this affairs
because of illness or accident, or is a minor, any payment due (unless a prior
claim therefore shall have been made by a duly appointed guardian, committee or
other legal representative) may be paid to the spouse, a child, or a parent or a
brother or sister, or to any person deemed by the Company to have incurred
expense for such person otherwise entitled to payment, in such manner and
proportions as the Company may determine. Any such payment shall be a complete
discharge of the liabilities of the Company under this Agreement. 

     10. Employment Agreement. Nothing contained herein shall be construed as
conferring upon Employee the right to continue in Company's employ. 

     11. Other Benefits. Any amount payable under this Agreement shall not be
deemed salary or other compensation for the purpose of computing benefits to
which Employee may be entitled under any plan, program or arrangement of the
Company for the benefit of its employees.

     12. Binding Agreement. This Agreement shall be binding upon the Company and
its successors and assigns and shall be binding upon and insure to the benefit
of Employee and his beneficiary.

     13. Amendment of Agreement. This Agreement may be amended in whole or in
part by a written agreement between the Company and Employee.

     14. Paragraph Headings. The paragraph headings used in this Agreement are
for convenience of reference only and shall not be construed to be a part of
this Agreement.


                                      -4-

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed,
sealed and attested on its behalf by its duly authorized officers, and Employee
has hereunto set his hand and seal as of the day and year first above written.


             ATTEST:                            KLEINERT'S, INC.


             By:/s/Denise L. Hale              By:/s/Joseph J. Connors
                -------------------               ------------------------
                Assistant Secretary               Executive Vice President

                    (Corporate Seal)


             WITNESS:                           EMPLOYEE


             By:/s/ Roseann Moore               By: /s/ Jack Brier
                -----------------                   --------------


                                      -5-



<PAGE>

August 17,1995



Mr. Joseph J. Connors
Executive Vice President
Kleinert's, Inc.
120 West Germantown Pike
1) Suite 100
Plymouth Meeting, Pa.  19462

Dear Joe:

     As a participant in the Kleinert's, Inc. Supplemental Income Plan (S.I.P.)
established pursuant to Agreement entitled "Deferred Compensation and Salary
Continuation Agreement", dated August 15, 1995, I hereby designate the following
as the beneficiary and contingent beneficiary to receive benefits payable
following my death under the Agreement:

     A. If my wife, IRENE, survives me (or if we die under such circumstances 
        that the order of our deaths cannot be established) --

        1) The primary beneficiary shall be my wife, IRENE.

        2) The contingent beneficiary shall be my wife's
           estate.

     B. If my wife fails to survive me, the primary and contingent  
        beneficiary shall be my estate.

     This letter shall be deemed to constitute Schedule A to be attached to the
Agreement.

     This letter shall hereby revoke my prior Beneficiary Designation dated
April 1, 1992. I reserve the right to alter or amend this Beneficiary
Designation from time to time.

     Would you please acknowledge receipt on the enclosed copy of this letter
and return the same to me.


Sincerely,

/s/ Jack Brier
--------------
Jack Brier
Receipt Acknowledged:

/s/ Joseph J. Connors
---------------------
Joseph J. Connors, Executive V.P. 
Dated: August 31, 1995