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                                                                    GUARANTY


                              MERIDIAN LEASING INC.

                                    Meridian

                                    GUARANTY

                        Master Lease Agreement No. 01618


               In order to induce MERIDIAN LEASING INC. ("Lessor") at its sole
          discretion to enter into one or more Master Lease Agreements, and any
          and all Schedules thereto now existing or hereafter executed, with
          KLEINERT'S INC. OF NEW YORK, a New York corporation ("Lessee"), each
          of the undersigned guarantors (collectively, the "Guarantors"),
          intending to be legally bound, hereby warrants and guarantees,
          unconditionally and absolutely, the prompt and full payment to Lessor
          and performance when due of nil rent obligations, indebtedness and
          liabilities of any kind and description, and the timely and faithful
          performance of all other duties, obligations and responsibilities, of
          Lessee to Lessor, howsoever created or incurred, whether now existing
          or hereafter arising, due or to become due, absolute or contingent,
          primary or secondary, joint or several or both, direct or indirect,
          secured or unsecured, regardless of how long before or after the date
          hereof such obligations may have been or will be incurred, and whether
          or not Guarantors, or any of them, will not have received actual
          notice thereof, together with all expenses of obtaining or endeavoring
          to obtain payment or performance thereof or security therefore, or of
          enforcing this Guaranty, including attorneys' fees and other legal
          expenses (all of the foregoing hereinafter being referred to
          collectively as the "Obligations"). This Guaranty is unlimited in
          amount and may be relied upon hereafter unless notice of revocation is
          provided as required hereunder. This Guaranty is a continuing one and
          will be effective and binding upon the Guarantors regardless of how
          long before or after the date hereof any of the Obligations are
          incurred.

          SECTION 1. GUARANTY OF PAYMENT.

               This Guaranty is a guaranty of payment and not a guaranty of
          collection and may be enforced by Lessor without first making demand
          upon or proceeding against Lessee or any other person liable upon any
          Obligation and without first resorting to any security or other
          property or invoking any other available rights or remedies, and this
          Guaranty will continue until it is revoked by written notice given by
          the Guarantor and actually received by Lessor. No such notice or
          revocation will in any manner affect the operation and effect of this
          Guaranty as to any Obligation arising or existing, whether or not
          contingently, prior to the receipt of such notice by a responsible
          officer of Lessor, or as to any Obligations arising thereafter created
          pursuant to a commitment of Lessor made prior to the receipt of such
          notice, and as to all such Obligations this Guaranty will remain in
          full force and effect.

          SECTION 2. UNCONDITIONAL.

               Each Guarantor agrees that its or his or her liability hereunder
          is absolute, unconditional and continuing, and that, without notice to
          such or any other Guarantor and without releasing or affecting the
          liability of any Guarantor to any extent, Lessor may extend, renew,
          modify, release, surrender, exchange, compromise or settle, or waive
          any term of, any Obligation, may elect not to enforce any right or to
          forego any remedy of Lessor with respect to any Obligation or any
          security held therefore or any other guaranty thereof, and may
          exchange, release or surrender any such security or other guaranty.
          Notice of the acceptance of this Guaranty and of the creation of the
          Obligation or of any default thereon, as well as all demand, protest,
          presentment for acceptance or payment, or notice of dishonor or of
          protest with respect to the Obligations, are hereby waived. The
          liabilities of the Guarantors hereunder will not be affected by (a)
          any failure to retain or preserve or any lack of prior enforcement of
          any rights against any person or persons (including without limitation
          Lessee or any of the Guarantors or any other accommodation party) or
          any property, (b) the invalidity of any such rights which may be
          attempted to be obtained or enforced, (c) any delay in enforcing or
          failure to enforce any such rights, even if such rights are thereby
          lost or (d) any delay in making demand on Lessee, any one or more of
          the Guarantors or any other accommodation party for performance or
          payment of the Obligation.
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          SECTION 3. DEFAULT.

               If an Obligation is not promptly and fully paid or performed, or
          if any Guarantor or Lessee shall die or be dissolved, or if all or
          substantially all of the assets of any Guarantor or Lessee are sold or
          otherwise transferred, or proceedings in the nature of insolvency,
          receivership, bankruptcy or reorganization will be commenced with
          respect to Lessee or any Guarantor or if Lessee or any Guarantor will
          make an assignment for the benefit of creditors or will be the subject
          of a receiver for all or any part of its property, or if any judgment
          will be entered against Lessee or any Guarantor and will not have been
          paid or bonded within ten (10) days, or any levy, writ of attachment,
          execution or other process will issue against any property of Lessee
          or any Guarantor, or if Lessee or any Guarantor will become insolvent
          or unable to pay its or his or her debts as they mature, or if the
          financial condition of Lessee or any Guarantor will change such that,
          in the judgment of Lessor, Lessor's risk is materially increased, then
          and in any such event all of the Obligations will forthwith become and
          be immediately due and payable by the Guarantors and each of them all
          without any demand or notice whatsoever.

               In the event of any default on the part of any Guarantor in
          respect of any of the Obligations, Lessor may, at its option and
          without notice to any other Guarantor, exercise as to any security
          held for this Guaranty all of the rights and remedies of a secured
          creditor under the Uniform Commercial Code as in effect in
          Pennsylvania and, without limitation, may apply the proceeds of any
          sale or other disposition of any collateral, and any other funds
          whatsoever in Lessor's hands, to the payment or other satisfaction of
          any one or more of the Obligations (after deducting all costs,
          attorneys' fees and other expenses incurred in the realization on or
          perfection or protection of such security) in such order as Lessor may
          elect, without any duty to marshal any such property in favor of any
          Guarantor or other person, all without releasing any Guarantor from
          Liability to pay any deficiency remaining unpaid after such
          application. So long as any Obligation has not been paid in full, no
          payment by any Guarantor pursuant to any provision hereof will entitle
          such (guarantor, by subrogation to Lessor's rights or otherwise, to
          any payment by or out of the property of Lessee.

          SECTION 4. SECURITY.

               As security for each of the Obligations and its or his or leer
          liability hereunder in respect thereof, each Guarantor hereby assigns
          and pledges to Lessor and grants to Lessor a general continuing lien
          upon, security interest in and right of offset against all monies,
          deposits or other claims and property of such Guarantor, or in which
          such Guarantor may have any interest, which may be in the possession
          of Lessor in any capacity whatsoever.


          SECTION 5. CONFESSION OF JUDGMENT.

               Each Guarantor hereby irrevocably authorizes, appoints and
          empowers any attorney of any court of record, upon any default
          hereunder or by the Lessee with respect to any Obligations to appear
          for and confess judgment against such Guarantor or against any one or
          more of the Guarantors, jointly or severally, for all or any portion
          of the unpaid amount of the Obligations, as evidenced by an affidavit
          signed by an officer of Lessor setting forth the amount or amounts
          then due, plus attorneys' fees of 15% of the amount due, but not less
          than $500, and costs of suit, with release of errors and without right
          of appeal. If a copy hereof, verified by Lessor, will have been filed
          in any such proceeding, it will not be necessary to file the original
          hereof as a warrant of attorney, and the original or any copy hereof
          will be a good and sufficient warrant of attorney. Each Guarantor
          hereby waives the right to stay any execution and the benefits of all
          exemption laws now or hereafter in effect. No single exercise of the
          foregoing warrant and power to confess judgment will be deemed to
          exhaust the power, whether or not such exercise will be held by any
          court to be invalid, voidable or void, but the power will continue
          undiminished and may be exercised from time to time, and
          contemporaneously in more than one jurisdiction, as often as Lessor
          will elect until all the Obligations have been paid in full.

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          SECTION 6. LEGAL CONSTRUCTION AND JURISDICTION.

               All issues arising hereunder will be governed by the laws of
          Pennsylvania. Each Guarantor consents to the Jurisdiction of the
          courts of Pennsylvania and the Federal District Court for the Eastern
          District of Pennsylvania in any action or proceeding which may be
          brought against it or him or her, under or in connection with this
          Guaranty or any Obligation or otherwise, or to enforce any agreement
          contained herein or in any such Obligation, and in the event any such
          action or proceeding will be brought against, it, such Guarantor
          agrees not to raise any objection to such jurisdiction or to the
          laying of venue in Berks County, Pennsylvania. Each Guarantor agrees
          that service of process in any such action or proceeding may be duly
          brought upon it or him by her by service in accordance with applicable
          court rules or with the provisions of the Uniform Interstate and
          International Procedure Act.

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          SECTION 7. MISCELLANEOUS.

               This Guaranty will be binding upon the Guarantors and each of
          them and their respective heirs, executors, administrators, personal
          representatives, successors and assigns, and, if executed by more than
          one party, will be their joint and several obligation and will not be
          revoked or impaired as to any of them by the death or dissolution of
          any of them or by any release or revocation as to any of them. This
          Guaranty will inure to the benefit of Lessor and its successors and
          assigns and will he construed liberally in favor of Lessor for its
          benefit and protection, the Guarantors acknowledging that this
          Guaranty has been a material inducement to Lessor to extend lease
          accommodations to or for the account of Lessee. As used herein, words
          of any gender will include those of any other gender, and the singular
          will include the plural and vice versa, whenever the same is necessary
          to give a fair and meaningful construction to this instrument. A
          subsequent guaranty in favor of Lessor by any Guarantor by any other
          guarantor of any of the Obligations will not be deemed to be in lieu
          of or to supersede or terminate this Guaranty but will be construed as
          an additional or supplemental guaranty unless expressly provided to
          the contrary therein, and in the event any Guarantor or other
          guarantor has given to Lessor a previous guaranty or guaranties, this
          Guaranty will be construed to be an additional or supplemental
          guaranty, and not to be in lieu of or to terminate such previous
          guaranty or guaranties.


          SECTION 8. ENTIRE AGREEMENT.

               No waiver by Lessor of any of its rights hereunder nor any
          modification hereof will be effective unless in writing signed by an
          authorized officer of Lessor, and any such waivers will extend only to
          the specific instance involved and for the specific purpose stated and
          will not impair any other right of Lessor. Although referred to as a
          Guaranty, this instrument is intended to be a contract of suretyship,
          upon which each Guarantor intends to be legally bound, jointly and
          severally with the other Guarantors, if any.

               Signed, sealed and delivered by the undersigned Guarantors under
          due authorization on the date hereafter Indicated.

          Commonwealth of Pennsylvania           Name:  Kleinert's, Inc.
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                                                        (Guarantor)

          COUNTY OF Montgomery              Signature: /s/ Joseph J. Connors
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                                                Title: Executive Vice President
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               On the 29th day of November, 95, before me, the subscriber, a
          notary public for the State and County above, personally appeared the
          above named Joseph J. Connors and in due form of law acknowledged the
          within and foregoing Guaranty and that (he) (she) (they) executed the
          same for the purposes contained herein.




          (610) 828-7261                           Date:  November 29, 1995
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          Phone Number

          /s/ Denise Hale                          Witness: /s/ Michael Boyle
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           Notary Public

                                                   Date:  November 29, 1995
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