OFFICE SPACE LEASE

                                      for

                               210 Mall Boulevard
                         King of Prussia, Pennsylvania

                                 by and between

                              2210 Mall Boulevard
                         King of Prussia, Pennsylvania

             210 & 216 MALL BOULEVARD ASSOCIATES LIMITED PARTNERSHIP
                                 (as Landlord)

                                      and

                              CRW FINANCIAL, INC.
                                  (as Tenant)

                              Date: November , l996


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        THIS LEASE (the "Lease") is made the    day of November, 1996 between 
210 & 216 Mall Boulevard Associates Limited Partnership, a Pennsylvania limited
partnership (herein referred to as "Landlord") whose address is 443 S. Gulph
Road, King of Prussia, Pennsylvania, 19406 and CRW Financial, Inc., a Delaware
corporation (herein referred to as "Tenant") whose address is 443 South Gulph
Road, King of Prussia, Pennsylvania, 19406.

                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

        In addition to other terms elsewhere defined in this Lease, the
following terms whenever used in this Lease shall have only the meanings set
forth in this section, unless such meanings are expressly modified, limited or
expanded elsewhere herein.

1. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable
by Tenant to Landlord pursuant to the provisions of the Lease.

2. BROKER(S) shall mean Fidelity Commercial Real Estate.

3. BUILDING shall mean 210 Mall Boulevard, King of Prussia, Pennsylvania, 19406.

4. BUILDING HOLIDAYS shall be those shown on Exhibit D.

5. COMMENCEMENT DATE is December 16, 1996, subject to Section 4.

6. DEMISED PREMISES OR PREMISES shall be approximately 13,104 gross rentable
square feet as shown on Exhibit A hereto, which includes an allocable share of
the Common Facilities as defined in Section 2.

7. EXHIBITS shall be the following, attached to this Lease and incorporated
herein and made a part hereof:

Exhibit A        Location of Premises          
Exhibit A-1      Office Building Area          
Exhibit B        Rules and Regulations         
Exhibit C        Landlord's Work               
Exhibit D        Building Holidays             
Exhibit E        Tenant Estoppel Certificate   
Exhibit F        Commence Date Agreement       
                 

8. EXPIRATION DATE shall be the day before the fifth (5th) calendar year
anniversary of the Commencement Date.

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<PAGE>

9. FIXED BASIC RENT shall mean: One Million Four Hundred and Eight Thousand Six
Hundred and Eighty Dollars ($1,408,680.00), or Twenty One and 50/100 Dollars
($21.50) per rentable square foot of the Premises, for the Term (net of
electricity costs), payable as follows:

    a. Yearly Rate: $281,736.00

    b. Monthly Installment: $23,478.00

10. OFFICE BUILDING AREA is as set forth on Exhibit A-1

11. PERMITTED USE shall be general office use and for no other purpose.

12. PROPORTIONATE SHARE shall mean 44.7 percent. 

13. SECURITY DEPOSIT shall be Twenty Three Thousand Four Hundred and Seventy
Eight Dollars ($23,478.00).

14. TERM shall mean five (5) years from the Commencement Date.



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                               TABLE OF CONTENTS                                

      Section                                                            Page
      -------                                                            ----   


1.    Definitions.........................................................1
2.    Premises............................................................1     
3.    Completion of Premises..............................................1     
4.    Term................................................................2     
5.    Use of Premises.....................................................2     
6.    Rent................................................................2     
7.    Insurance...........................................................5     
8.    Repairs and Maintenance.............................................6     
9.    Utilities and Services..............................................7     
10.   Governmental Regulations............................................8     
11.   Signs...............................................................8
12.   Alterations, Additions and Fixtures.................................9 
13.   Mechanic's Liens....................................................10    
14.   Landlord's Right of Entry...........................................11    
15.   Damage by Fire or Other Casualty....................................11    
16.   Non-Abatement of Rent...............................................12    
17.   Indemnification.....................................................13    
18.   Condemnation........................................................13    
19.   Quiet Enjoyment.....................................................14    
20.   Rules and Regulations...............................................15    
21.   Assignment and Subletting...........................................15    
22.   Tenant's Expansion/Relocation.......................................18    
23.   Subordination.......................................................19    
24.   Tenant's Certificate................................................19    
25.   Curing Tenant's Defaults............................................20    
26.   Surrender...........................................................20    
27.   Defaults-Remedies...................................................20    
28.   Condition of Premises...............................................24    
29.   Hazardous Substances................................................25    
30.   Recording...........................................................25    
31.   Broker's Commission.................................................25    
32.   Notices.............................................................26    
33.   Irrevocable Offer, No Option........................................26    
34.   Landlord Inability to Perform.......................................26    
35.   Survival............................................................26    
36.   Corporate Tenants...................................................26    
37.   Waiver of Invalidity of Lease.......................................26    
38.   Security Deposit....................................................26
39.   Estoppel Certificate................................................27    
40.   Rights Reserved by Landlord.........................................28    
41.   Miscellaneous.......................................................29    
42.   Additional Definitions..............................................31    
           
<PAGE>


        For and in consideration of the covenants herein contained, and upon the
terms and conditions herein set forth, Landlord and Tenant, intending to be
legally bound, agree as follows:

        1. Definitions. The definitions set forth in the preceding Preamble
shall apply to the same capitalized terms appearing in this Lease Agreement.
Additional definitions are contained in Section 30 and throughout this Lease.

        2. Premises. Landlord hereby demises and leases the Premises to Tenant
and Tenant hereby leases and takes the Premises from Landlord for the Term (as
defined in Section 4) and upon the terms, covenants, conditions, and provisions
set forth in this Lease Agreement, including the Preamble (this "Lease"). The
Tenant's interest in the Premises as tenant shall include the right, in common
with Landlord and other occupants of the Building, to use driveways, sidewalks,
loading and parking areas, lobbies, hallways and other facilities which are
located within the Property (defined in Section 6) and which are designated by
Landlord from time to time for the use of all of the tenants of the Building
(the "Common Facilities").

        3. Completion of Premises. The Premises shall be completed in accordance
with the plans and specifications attached hereto as Exhibit C (herein called
the "Plans"). The completion of the Premises in accordance with the Plans shall
be at Landlord's expense; provided, however, Tenant shall pay Landlord at the
time of execution of this Lease the sum of Sixty Thousand Dollars ($60,000.00)
("Tenant Construction Contribution") for construction costs to be incurred by
Landlord in completing the Premises in accordance with Tenant's special
requirements. All necessary construction shall be commenced promptly following
Landlord's execution and acceptance of this Lease and Tenant's delivery of the
first month's Fixed Basic Rent, the Security Deposit and the Tenant Construction
Contribution to Landlord and shall be substantially completed ready for use and
occupancy by Tenant on the Lease Commencement Date set forth in the Preamble;
provided, however, that the time for substantial completion of the Premises
shall be extended for additional periods of time equal to the time lost by
Landlord or Landlord's contractors, subcontractors or suppliers due to strikes
or other labor troubles; delays in Tenant's selection of materials, plans or
specifications; governmental restrictions and limitations; unavailability or
delays in obtaining fuel, labor or materials; war or other national emergency;
accidents; floods; defective materials; fire damage or other casualties; adverse
weather conditions; the inability to obtain building or use and occupancy
permits; or any cause similar or dissimilar to the foregoing which is beyond the
reasonable control of Landlord or Landlord's contractors, subcontractors or
suppliers. The Premises shall be deemed substantially completed when Tenant is
in receipt of a Certificate of Occupancy or Temporary Certificate of Occupancy
(punchlist items excepted). All construction shall be done in a good and
workmanlike manner and shall comply at the time of completion with all
applicable and lawful laws, ordinances, regulations and orders of the federal,
state, county or other governmental authorities having jurisdiction thereof.
Tenant and its authorized agents, employees and contractors shall have the
right, at Tenant's own risk, expense and responsibility, at all reasonable 


<PAGE>


times prior to the Commencement Date as hereinafter defined, to enter the
Premises for the purpose of taking measurements and installing its furnishings
and equipment; provided that Tenant, in so doing, shall not interfere with or
delay the work to be performed hereunder by Landlord, and Tenant shall use
contractors and workmen compatible with the contractors and workmen engaged in
the work to be performed hereunder by Landlord, and Tenant shall have obtained
Landlord's written consent to installing any furnishings or equipment. If
Landlord shall fail to deliver possession of the Premises by the Commencement
Date for any reason, whether or not within Landlord's control, Landlord shall
not be subject to any liability to Tenant. No failure to deliver the Premises by
the Commencement Date or any other date shall in any respect affect the validity
or continuance of this Lease of any obligation of Tenant hereunder or extend the
Term of the Lease.

        4. Term. The term of this Lease shall commence on the first to occur of
(a) Commencement Date and (b) the date on which the Premises are actually
occupied by Tenant. Following the Commencement Date, the term of this Lease,
unless sooner terminated as expressly provided in this Lease, shall continue
until the date of expiration of the term specified as the Term of Lease in the
Preamble plus the number of days which remain in the calendar month in which
such term expires (the "Term"). Upon request of Landlord, Tenant shall enter
into a memorandum agreement stipulating the actual Commencement Date of the Term
substantially in the form attached hereto as Exhibit F.

        5. Use of Premises. Tenant shall occupy the Premises throughout the Term
and shall use the same for, and only for, the Permitted Use specified in the
Preamble. The Building is designed to normal building standards for
floor-loading capacity. Tenant shall not use the Premises in such ways which, in
Landlord's judgment, exceed such load limits.

        6. Rent. Unless otherwise specifically requested by Landlord at any
time, Fixed Basic Rent, Additional Rent and any other rent or other sums due
under this Lease shall be paid and delivered to Landlord's on-site property
manager, if any, as agent for Landlord, in the amounts, time and manner more
particularly provided in this Lease.

            a. Fixed Basic Rent. Tenant shall pay, throughout the Term, Fixed
Basic Rent in the amount specified in the Preamble, without notice or demand and
without setoff or deduction, in equal monthly installments equal to one-twelfth
of the Fixed Basic Rent (specified as Monthly Installments in the Preamble), in
advance, on the first day of each calendar month during the Term. If the
Commencement Date falls on a day other than the first day of a calendar month,
the Fixed Basic Rent shall be apportioned on a per diem basis for the period
between the Commencement Date and the first day of the first full calendar month
in the Term and such apportioned sum shall be paid on the Commencement Date.

            b. Additional Rent. Tenant shall pay to Landlord, as Additional
Rent, in the manner more particularly set forth below Tenant's pro rata share of
excess annual 

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<PAGE>

operating costs for the Property as more fully set forth in subparagraph 
(ii) of this paragraph (b):

                i) Annual Operating Costs. The term "Annual Operating Costs"
shall mean all costs Landlord incurs from owning, operating and maintaining the
Building and the lot or tract of land on which it is situated (the "Property").
Annual Operating Costs shall include, by way of example rather than limitation:
insurance costs, including premiums; fees; Impositions (defined below); costs
for repairs, maintenance and service contracts; management fees; landscaping;
snow removal; governmental permits fees; costs of compliance with governmental
orders and regulations; administrative and overhead expenses; costs of
furnishing water, sewer, electricity, gas, fuel, and other utility services, for
use in common areas of the Building and Property; and the cost of janitorial
service and trash removal; excluding, however, from annual operating costs the
following: costs which are treated as capital expenditures (except as provided
in Section 10(b)) under generally accepted accounting principles; mortgage debt
or ground rents incurred by Landlord as owner of the Property; income, excess
profits, corporate capital stock or franchise tax imposed or assessed upon
Landlord, unless such tax or any similar tax is levied or assessed, in lieu of
all or any part of any currently existing Imposition or an increase in any
currently existing Imposition; leasing commissions, accountants', consultants'
or attorneys' fees, costs and disbursement and other expenses incurred in
connection with negotiations or disputes with tenants or prospective tenants or
associated with the enforcement of any leases or the defense of Landlord's title
to or interest in the Building in connection with any proceedings involving real
property taxes other than disputes regarding tax assessment and reduction of
real property taxes; costs of construction of the Building and related
facilities and correction of defects in construction of the Building (including
permit, license and inspection fees); costs of any items or services sold or
provided to tenants (including Tenant) for which Landlord is entitled to be
reimbursed by such tenants or which are not generally provided to all tenants of
the Building; fees and higher interest charges caused by Landlord's refinancing
the Building; all repairs to the interior of the Building of a structural nature
(not made necessary by unusual use by Tenant); costs incurred due to violation
by Landlord or any tenant of the terms and conditions of any lease; overhead and
profit increment paid to subsidiaries or affiliates of Landlord, or to any party
as a result of a noncompetitive selection process, for management or other
services on or to the Building or for supplies or other materials, to the extent
that the costs of such services, supplies or materials exceed the costs that
would have been paid had the services, supplies or materials been provided by
unaffiliated parties on a competitive basis; general overhead and administrative
expenses except salaries of on-site property manager, management secretary and
maintenance man; any compensation paid to clerks, attendants or other persons in
commercial concessions operated by Landlord, rentals and other related expenses
incurred in leasing air conditioning systems, elevators or other equipment
ordinarily considered to be for a capital nature, except equipment which is used
in providing janitorial services and which is not affixed to the Building; all
items and services for which Tenant reimburses Landlord or pays third persons or
which Landlord provides selectively to one or more tenants or occupants of the
Building (other 

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<PAGE>

than Tenant) without reimbursement; commissions, advertising, and promotional
expenditures; costs incurred in managing or operating any parking facilities;
nor any other expense which under generally accepted accounting principles and
practice would not be considered a normal maintenance or repair expense.
"Impositions" shall mean all levies, taxes, assessments, charges, imposts, and
burdens, of whatever kind and nature, ordinary and extraordinary, which are
assessed or imposed during the Term by any federal, state or municipal
government or public authority or under any law, ordinance or regulation thereof
or pursuant to any recorded covenants or agreements upon or with respect to the
Property or any part thereof, any improvements thereto, any personal property
necessary to the operation thereof and owned by Landlord or this Lease. If under
the requirements of any state or local law, a new Imposition is imposed upon
Landlord which Tenant is prohibited by law from paying, Landlord may, as its
election, terminate this Lease by giving written notice thereof to Tenant.

                ii) Excess Annual Operating Costs Reimbursement. Tenant shall
pay to Landlord as Additional Rent its Proportionate Share, as specified in the
Preamble, of the amount by which all annual operating costs exceed the sum of
four and 50/100 Dollars ($4.50) per rentable square foot (the "Base Year
Costs"). Landlord shall submit to Tenant a statement of the determination,
including Tenant's Proportionate Share of such amounts, and Tenant shall pay to
Landlord, as Additional Rent, such Proportionate Share of such excess within
fifteen (15) days after the notice. Landlord may for each year estimate the
amount of any such excess in expenses and invoice Tenant for one-twelfth thereof
to be paid monthly as Additional Rent, subject to final adjustment following the
end of the calendar year. As soon as practicable following the end of each
calendar year (including the year in which the term of this Lease ends, Landlord
shall deliver to Tenant a statement of the actual amount of Tenant's
Proportionate Share of annual operating costs for the preceding calendar year.
If the estimated installments previously paid by Tenant shall be less than
Tenant's actual Additional Rental obligation, the amount of such deficiency
shall be paid to Landlord within fifteen (15) days after receipt of Landlord's
statement, and if such estimated installments exceeded Tenant's actual
Additional Rental obligation the amount of such excess shall be credited against
the installments of Fixed Basic Rent next due. This obligation shall survive the
termination of this Lease.

            c) Electricity. Tenant shall be responsible for Tenant's
Proportionate Share of all electricity consumed within the Premises. Landlord
shall bill tenant monthly for electricity consumed. Tenant shall pay Landlord
within ten (10) days of receipt of said electric bills. Non-payment or late
payment of electric bills shall be considered delinquent and treated accordingly
as provided herein. Notwithstanding the foregoing, at Landlord's option and at
Tenant's sole cost and expense, Landlord shall cause the Demised Premises to be
separately metered for electricity usage, whereupon Tenant shall pay electricity
charges directly to the utility provider.

            d) Disputes. Unless Tenant, within thirty (30) days after any
statement of Additional Rent is furnished, shall give notice to Landlord that
Tenant disputes said 

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statement, specifying in detail the basis for such dispute, each statement
furnished to Tenant by Landlord under any provision of this Section shall be
conclusively binding upon Tenant as to the particular Additional Rent due from
Tenant for the period represented thereby; provided, however, that additional
amounts due may be required to be paid by any supplemental statement furnished
by Landlord. Tenant shall have the right at reasonable times to examine the
records used in making the aforestated determinations, upon written notice in
advance; provided, however, such disputed amount shall have been paid by Tenant
to Landlord. In the event any such examination shall reveal an adverse variance
in excess of 10% of the total operating expenses of which Tenant is required to
pay their pro rata share, Landlord shall reimburse Tenant for the reasonable
cost of such examination within thirty (30) days after demand. Tenant shall make
all payments of Additional Rent without delay and regardless of any pending
dispute over the amount of Additional Rent that is due in accordance with the
statements furnished by Landlord. Landlord shall have the right to retain
Tenant's security deposit until all Additional Rent payable by Tenant is
determined and paid.

            e) Cost of Living Adjustment. Intentionally Omitted.

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            f) Independent Covenant; Survival. Tenant's covenant to pay the
Fixed Basic Rent is independent of any other covenant, agreement, term or
condition of this Lease. Without limitation of any obligation of Tenant under
this Lease which shall survive the expiration of the Term, the obligation of
Tenant to pay the Fixed Basic Rent shall survive the expiration of the Term.

        7. Insurance.

            a) Liability. Tenant, at Tenant's sole cost and expense, shall
maintain and keep insurance in effect throughout the Term against liability for
bodily injury (including death) and property damage in or about the Premises or
the Property under a policy of comprehensive general public liability insurance,
with such limits as to each as may be reasonably required by Landlord from time
to time, but not less than $2,000,000.00 for each person and $5,000,000.00 in
the aggregate for bodily injury (including death) to more than one (1) person
and $2,000,000.00 for property damage. The policies of comprehensive general
public liability insurance shall name Landlord and Tenant (and if requested, any
mortgagee of Landlord) as the insured parties. Each such policy shall provide
that it shall not be cancelable without at least thirty (30) days prior written
notice to Landlord and to any mortgagee named in an endorsement thereto and
shall be issued by an insurer and in a form satisfactory to Landlord. At least
ten (10) days prior to the Commencement Date, and thereafter upon Landlord's
request, a certificate of insurance shall be delivered to Landlord proving
compliance with the foregoing requirements. If Tenant shall fail, refuse or
neglect to obtain or to maintain any insurance that it is required to provide or
to furnish Landlord with satisfactory evidence of coverage on any such policy
upon demand, Landlord shall have the right to purchase such insurance. All
payments made by Landlord for such insurance shall be recoverable by Landlord
from Tenant, together with interest thereon, as Additional Rent promptly upon
demand. Notwithstanding anything contained herein to the contrary, Tenant may
self-insure all of its personal property situated within the Premises against
property damage and destruction.

            b) Waiver of Subrogation. The parties to this Lease each release the
other, to the extent of the releasing party's insurance coverage, from any and
all liability for any loss or damage covered by such insurance which may be
inflicted upon the property of such party even if such loss or damage shall be
brought about by the fault or negligence of the other party, its agents or
employees. If any policy does not permit such a release of liability and a
waiver of subrogation, and if the party to benefit therefrom requests that such
a waiver be obtained, the other party agrees to obtain an endorsement to its
insurance policies permitting such waiver of subrogation if it is available. If
an additional premium is charged for such waiver, the party benefiting therefrom
agrees to pay the amount of such additional premium promptly upon demand. In the
event a party is unable to obtain such a waiver, it shall immediately notify the
other party of its inability. In the absence of such notifications, each party
shall be deemed to have obtained such waiver of subrogation.

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<PAGE>

            c) Increase of Premiums. Tenant will not do anything or fail to do
anything or permit anything to be done which will cause the cost of Landlord's
insurance to increase or which will prevent Landlord from procuring insurance
(including but not limited to public liability insurance) from companies, and in
a form, satisfactory to Landlord. If any breach of this subsection (c) by Tenant
shall cause the rate of fire or other insurance to be increased, Tenant shall
pay the amount of such increase as Additional Rent promptly upon demand. If
Tenant does anything or fails to do anything or permits anything to be done for
which insurance cannot be obtained, Landlord may terminate this Lease upon
written notice to Tenant.

        8. Repairs and Maintenance.


            a) Tenant shall, throughout the Term and at Tenant's sole cost and
expense, keep and maintain the Premises in a neat and orderly condition; and,
upon expiration of the Term, Tenant shall leave the Premises in good order and
condition, ordinary wear and tear, damage by fire or other casualty (which fire
or other casualty has not occurred through the negligence of Tenant or those
claiming under Tenant or their agents, employees or invitees, respectively)
alone excepted, and for that purpose and except as stated, Tenant will make all
necessary repairs and replacements. Tenant shall not permit any waste, damage or
injury to the Premises. Tenant shall not use or permit the use of any portion of
the common areas for other than their intended use as specified by the Landlord
from time to time.

            b) Landlord shall, throughout the Term, make all necessary repairs
to the Premises and other improvements located on the Property; provided,
however, that Landlord shall have no responsibility to make any repairs unless
and until Landlord receives written notice of the need for such repair. Landlord
shall keep and maintain all common areas of the Property and any sidewalks,
parking areas, curbs and access ways adjoining the Property in a clean and
orderly condition, free of accumulation of dirt and rubbish and shall keep and
maintain all landscaped areas within the Property in a neat and orderly
condition.

            c) Notwithstanding the foregoing, repairs and replacements to the
Premises and the Property arising out of or caused by Tenant's use, manner of
use or occupancy of the Premises, by Tenant's installation of alterations,
additions, improvements, trade fixtures or equipment in or upon the Premises or
by any act or omission of Tenant or any employee, agent, contractor or invitee
of Tenant shall be made at Tenant's sole cost and expense and Tenant shall pay
Landlord the cost of any such repair or replacement, as Additional Rent, upon
demand.

        9. Utilities and Services.


            a) Landlord shall furnish the Premises with electricity, heating and
air conditioning for the normal use and occupancy of the Premises as general of
fices between 8:00 a.m. and 6:00 p.m., Monday through Friday. of each week
during the Term

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<PAGE>

(Building Holidays excepted). If Tenant shall require electricity or install
electrical equipment using current in excess of 110 volts or which will in any
way increase the amount of electricity furnished by Landlord for general office
use (including but not limited to electrical heating or refrigeration equipment
or electronic data processing machines) or if Tenant shall attempt to use the
Premises in such a manner that the services to be furnished by Landlord are
required during periods other than the business hours specified above, Tenant
will obtain prior written approval from Landlord and will pay, as Additional
Rent, for the resulting additional direct expense to Landlord, including the
expense resulting from the installation of any equipment and meters, promptly
upon receipt of an invoice from Landlord.

            b) Within the common areas of the Building, Landlord shall furnish
reasonably: (i) adequate electricity, (ii) hot and cold water, (iii) lavatory
supplies, (iv) automatically operated elevator service, (v) normal and customary
cleaning services (on a five-day a week basis) after business hours, (vi) heat
and air conditioning in season, (vii) landscaping, (viii) parking lot
maintenance, (ix) common area maintenance and (x) snow removal. Tenant shall be
responsible for its proportionate share of such services in accordance with
Section 6(b) hereof. Landlord shall provide janitorial service to the Premises,
five days per week, after regular business hours, and the costs of such service
will be passed through to Tenant as set forth in Section 6.

            c) Landlord shall not be liable for any damages to Tenant resulting
from the quality, quantity, failure, unavailability or disruption of any
services beyond the reasonable control of Landlord and the same shall not
constitute a termination of this Lease or an actual or constructive eviction or
entitle Tenant to an abatement of rent. Landlord shall not be responsible for
providing any services not specifically provided for in this Lease.
Notwithstanding the foregoing, in the event that (i) twenty-five percent (25%)
or more of the Premises becomes untenantable because Landlord (except due to
Tenant's negligence, gross negligence or willful misconduct) is unable or fails
to provide the services described in this Section 9 and (ii) such failure (a
"Basic Services Failure") continues for a period in excess of five (5)
consecutive days, Tenant shall receive a full abatement of Rent due under this
Lease Agreement for the Premises for such portion thereof) until such service is
restored.

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<PAGE>

            d) Tenant shall pay capital improvements which Landlord shall
install or construct for energy saving devices. Tenant's pro rata share shall be
determined based upon the estimated life of the capital investment item,
determined by Landlord in accordance with generally accepted accounting
principles, and shall include a cost of capital funds adjustment equal to twelve
percent (12%) per year on the unamortized portion of all such costs. Tenant
shall only have to pay for the portion of the useful life of the capital
improvement which falls within the Term. Tenant shall thus make payments in
equal annual installments for such capital improvements until the Term expires
or until the cost of the improvement has been fully paid for, whichever first
occurs; such payments shall be computed by Landlord at the time of installation
of the capital improvement in the same manner as Landlord makes computations of
Tenant's share of the annual operating costs pursuant to Section 6(b)(ii).

        10. Governmental Regulations.

            a) Landlord and Tenant shall comply with all laws, ordinances,
notices, orders, rules, regulations and requirements of all federal, state and
municipal government or any department, commission, board of of ficer thereof,
or of the National Board of Fire Underwriters or any other body exercising
similar functions, relating to the Premises or to the use or manner of use of
the Property. Tenant shall not knowingly do or commit, or suffer to be done or
committed anywhere in the Building, any act or thing contrary to any of the
laws, ordinances, regulations and requirements referred to in this Section.
Tenant shall give Landlord prompt written notice of any accident in the Premises
and of any breakage, defect or failure in any of the systems or equipment
servicing the Premises or any portion of the Premises.

            b) Tenant shall pay a pro rata share of capital improvements which
Landlord shall install or construct in compliance with governmental requirements
which take effect after the commencement of the Term hereof or as energy saving
devices. Tenant's pro rata share shall be determined based upon the estimated
life of the capital investment item, determined by Landlord in accordance with
generally accepted accounting principles, and shall include a cost of capital
funds adjustment equal to twelve percent (12%) per year on the unamortized
portion of all such costs. Tenant shall only have to pay for the portion of the
useful life of the capital improvement which falls within the Term. Tenant shall
thus make payments in equal annual installments for such capital improvements
until the Term expires or until the cost of the improvement has been fully paid
for, whichever first occurs; such payments shall be computed by Landlord at the
time of installation of the capital improvement in the same manner as Landlord
makes computations of Tenant's share of the annual operating costs pursuant to
Section 6(b)(ii).

            c) Tenant shall pay all taxes imposed upon Tenant's furnishings,
trade fixtures, equipment or other personal property.

        11. Signs. Landlord will place Tenant's name and suite number on the
building standard sign in the main lobby of the Building and adjacent to the
entrance to the

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<PAGE>


Premises. Except for signs which are located wholly within the interior of the
Premises and which are not visible from the exterior of the Premises, Tenant
shall not place, erect, maintain or paint any signs upon the Premises or the
Property.

        12. Alterations, Additions and Fixtures.


            a) Tenant shall have the right to install in the Premises any trade
fixtures; provided, however, that no such installation and no removal thereof
shall be permitted which affects any structural component of the Building or
Premises and that Tenant shall repair and restore any damage or injury to the
Premises or the Property caused by installation or removal.

            b) Tenant shall not make or permit to be made any alterations,
improvements or additions to the Premises or Property without on each occasion
first presenting plans and specifications to Landlord and obtaining Landlord's
prior written consent, which shall not be unreasonably withheld or delayed, but
may be conditioned upon compliance with reasonable requirements of Landlord
including, without limitation, the filing of mechanics' lien waivers by Tenant's
contractors and the submission of written evidence of adequate insurance
coverage naming Landlord as an additional insured thereunder. If Landlord
consents to any proposed alterations, improvements or additions or Tenant's
contractor performs any of the work identified in Section 3 of this Lease
Agreement, then Tenant shall make the proposed alterations, improvements and
additions at Tenant's sole cost and expense provided that: (i) Tenant supplies
any necessary permits; (ii) such alterations and improvements do not, in
Landlord's judgment, impair the structural strength of the Building or any other
improvements or reduce the value of the Property; (iii) Tenant takes or causes
to be taken all steps that are otherwise required by Section 13 of this Lease
and that are required or permitted by law in order to avoid the imposition of
any mechanic's, laborer's or materialman's lien upon the Premises or the
Property; (iv) Tenant uses a contractor approved by Landlord; (v) the occupants
of the Building and of any adjoining real estate owned by Landlord are not
annoyed or disturbed by such work; (vi) the alterations, improvements or
additions shall be installed in accordance with the approved plans and
specifications and completed according to a construction schedule approved by
Landlord; and (vii) Tenant provides insurance of the types and coverage amounts
required by Landlord. Any and all alterations, improvements and additions to the
Premises which are constructed, installed or otherwise made by Tenant shall be
the property of Tenant until the expiration or sooner termination of this Lease;
at that time all such alterations and additions shall remain on the Premises and
become the property of Landlord without payment by Landlord unless, upon the
termination of this Lease, Landlord instructs Tenant in writing to remove the
same in which event Tenant will remove such alterations, improvements and
additions, and repair and restore any damage to the Property caused by the
installation or removal. Notwithstanding the foregoing, if such Alterations to
the interior of the Premises are normal for of fice use, then (i) Landlord's
prior written consent shall not be required if the total cost of such work is
less than $5,000.00, and (ii) Landlord's prior written consent shall not be
unreasonably withheld if the total cost of such work is equal to or greater

                                       10

<PAGE>

than $5,000.00. Notwithstanding anything to the contrary contained in this
Lease, Landlord may withhold its approval to any proposed alterations, additions
or improvements to the Premises in its absolute and sole discretion with respect
to any such alteration, addition or improvement which Landlord determines
involves any modification to the Building's exterior or its structural,
electrical, mechanical or plumbing systems, or any components thereof.

        13. Mechanic's Liens. Tenant shall promptly pay any contractors and
materialman who supply labor, work or materials to Tenant at the Premises or the
Property so as to minimize the possibility of a lien attaching to the Premises
or the Property. Tenant shall take all steps permitted by law in order to avoid
the imposition of any mechanic's, laborer's or materialman's lien upon the
Premises or the Property. Should any such lien or notice of lien be filed for
work performed for Tenant other than by Landlord, Tenant shall cause such lien
or notice of lien to be discharged of record by payment, deposit, bond or
otherwise within fifteen (15) days after the filing thereof or after Tenant's
receipt of notice thereof, whichever is earlier, regardless of the validity of
such lien or claim. If Tenant shall fail to cause such lien or claim to be
discharged and removed from record within such fifteen (15) day period, then,
without obligation to investigate the validity thereof and in addition to any
other right or remedy Landlord may have, Landlord may, but shall not be
obligated to, contest the lien or claim or discharge it by payment, deposit,
bond or otherwise; and Landlord shall be entitled to compel the prosecution of
an action for the foreclosure of such lien by the lienor and to pay the amount
of the judgment in favor of the lienor with interest and costs. Any amounts so
paid by Landlord and all costs and expenses including, without limitation,
attorneys' fees incurred by Landlord in connection therewith, together with
interest at a rate of six percent (6%) per annum from the respective dates of
Landlord's making such payment or incurring such cost or expense, which shall
constitute Additional Rent payable hereunder promptly upon demand therefor.
Nothing in this Lease is intended to authorize Tenant to do or cause any work or
labor to be done or any materials to be supplied for the account of Landlord,
all of the same to be solely for Tenant's account and at Tenant's risk and
expense. Further, notwithstanding anything to the contrary contained in this
Lease, nothing contained in or contemplated by this Lease shall be deemed or
construed in any way to constitute the consent or request by Landlord for the
performance of any work or services or the furnishing of any materials for which
any lien could be filed against the Premises or the Building or the Property or
any part of any thereof, nor as giving Tenant any right, power or authority to
contract or permit the performance of any work or services or the furnishing of
any materials for which any lien could be filed against the Premises, the
Building, the Property or any part of any thereof. Throughout this Lease the
term "mechanic's lien" is used to include any lien, encumbrance or charge levied
or imposed upon the Premises or the Property or any interest therein or income
therefrom on account of any mechanic's, laborer's or materialman's lien or
arising out of any debt or liability to or any claim or demand of any
contractor, mechanic, supplier, materialman or laborer and shall include without
limitation any mechanic's notice of intention given to Landlord or Tenant, any
stop order given to Landlord or Tenant, any notice of refusal to

                                       11

<PAGE>

pay naming Landlord or Tenant and any injunctive or equitable action brought by
any person entitled to any mechanic's lien.

        14. Landlord's Right of Entry.


            a) Tenant shall permit Landlord and the authorized representatives
of Landlord and of any mortgagee or any prospective mortgagee to enter the
Premises at all reasonable times, with prior notice to Tenant, for the purpose
of (i) inspecting the Premises or (ii) making any necessary repairs to the
Premises or to the Building and performing any work therein. During the progress
of any work on the Premises or the Building, Landlord will attempt not to
inconvenience Tenant, but shall not be liable for inconvenience, annoyance,
disturbance, loss of business or other damage to Tenant by reason of making any
repair or by bringing or storing materials, supplies, tools and equipment in the
Premises during the performance of any work, and the obligations of Tenant under
this Lease shall not be thereby affected in any manner whatsoever.

            b) Landlord shall have the right at all reasonable times to, with
prior notice to Tenant, enter and to exhibit the Premises for the purpose of
inspection or showing the Premises in connection with a sale or mortgage and,
during the last nine (9) months of the Term, to enter upon and to exhibit the
Premises to any prospective tenant.

        15. Damage by Fire or Other Casualty.


            a) If the Premises or Building is damaged or destroyed by fire or
other casualty, Tenant shall promptly notify Landlord whereupon Landlord shall,
subject to the consent of Landlord's present or future mortgagee and to the
conditions set forth in this Section 15, repair, rebuild or replace such damage
and restore the Premises to substantially the same condition as the Premises
were in immediately prior to such damage or destruction; provided, however, that
Landlord shall only be obligated to restore such damage or destruction to the
extent of the proceeds of fire and other extended coverage insurance policies.
Notwithstanding the foregoing, if the Premises is destroyed or damaged to the
extent that in Landlord's or Tenant's sole judgment the Premises cannot be
repaired or restored within one hundred eighty (180) days after such casualty,
Landlord or Tenant may, subject to the rights of Landlord's mortgagee, terminate
this Lease by written notice to the other party within ninety (90) days after of
the date of such casualty

            b) The repair, rebuilding or replacement work shall be commenced
promptly and completed with due diligence, taking into account the time required
by Landlord to effect a settlement with, and procure insurance proceeds from,
the insurer, and for delays beyond Landlord's reasonable control.

            c) The net amount of any insurance proceeds recovered by reason of
the damage or destruction of the Building (meaning the gross insurance proceeds
excluding proceeds received pursuant to a rental coverage endorsement and the
cost of adjusting the

                                       12

<PAGE>


insurance claim and collecting the insurance proceeds) shall be applied towards
the cost of restoration. Notwithstanding anything to the contrary in this Lease
Agreement, if in Landlord's sole opinion the net insurance proceeds will not be
adequate to complete such restoration, Landlord shall have the right to
terminate this Lease and all the unaccrued obligations of the parties hereto by
sending a written notice of such termination to Tenant specifying a termination
date no less then ten (10) days after its transmission; provided, however, that
Tenant may require Landlord, except during the last two (2) years of the Term,
to withdraw the notice of termination by agreeing to pay the cost of restoration
in excess of the net insurance proceeds and by giving Landlord adequate security
for such payment prior to the termination date specified in Landlord's notice of
termination. If the net insurance proceeds are more than adequate, the amount by
which the net insurance proceeds exceed the cost of restoration will be retained
by Landlord or applied to repayment of any mortgage secured by the Premises.

            d) Landlord's obligation or election to restore the Premises under
this Section shall be subject to the terms of any present or future mortgage
affecting the Premises and to the mortgagee's consent if required in the
mortgage and shall not, in any event, include the repair, restoration or
replacement of the fixtures, improvements, alterations, furniture or any other
property owned, installed, made by, or in the possession of Tenant.

            e) Landlord shall maintain insurance against loss or damage to the
Building by fire and such other casualties as may be included within fire and
extended coverage insurance or all-risk insurance, together with a rental
coverage endorsement or other comparable form of coverage. If Tenant is
dispossessed of the Premises due to fire or other casualty, Tenant will receive
an abatement of its Fixed Basic Rent during the period Tenant is dispossessed to
the extent of payments received by Landlord from the carrier providing the
rental coverage endorsement.

        16. Non-Abatement of Rent. Except as otherwise expressly provided in
subsection 15(e) and as to condemnation in subsections 18(a) and (b) there
shall be no abatement or reduction of the Fixed Basic Rent, Additional Rent or
other sums payable hereunder for any cause whatsoever and this Lease shall not
terminate, nor shall Tenant be entitled to surrender the Premises, in the event
of fire, casualty or condemnation or any default by Landlord under this Lease.

                                       13

<PAGE>

        17. Indemnification


            a) Unless such loss, costs or damages were caused by negligence of
Landlord, its employees, agents or contractors, Tenant hereby agrees to
indemnify, defend and hold the Landlord and its employees, agents and
contractors harmless from any loss, costs and damages (including reasonable
attorney's fees and costs) suffered by Landlord, its agents, employees or
contractors, as a result of any claim by a third party, its agents, employees or
contractors. Tenant shall have the right to designate counsel acceptable to
Landlord, such approval not be unreasonably withheld, to assume the defense of
any such third party claim on behalf of itself and Landlord. Landlord shall not
have the right to settle any claim without the consent of Landlord. This
indemnity shall survive the expiration of termination of this Lease.

            b) If Landlord brings any action under this Lease Agreement, Tenant
agrees in each case to pay Landlord's reasonable attorney's fees and other costs
and expenses incurred by Landlord in connection therewith; provided, however,
the Landlord prevails in such action.

        18. Condemnation.


            a) Termination. If (i) all of the Premises are covered by a
condemnation; or (ii) any of the Premises is covered by a condemnation and the
remaining part is insufficient for the reasonable operation therein of Tenant's
business; or (iii) subject to the provisions of subsection 18(b)(i) hereof, any
of the Property is covered by a condemnation and, in Landlord's sole opinion, it
would be impractical or the condemnation proceeds are insufficient to restore
the remainder of the Property; then, in any such event, this Lease shall
terminate and all obligations hereunder shall cease as of the date upon which
possession is taken by the condemnor. Upon such termination the Fixed Basic Rent
and all Additional Rent herein reserved shall be apportioned and paid in full by
Tenant to Landlord to that date and all such rent prepaid for periods beyond
that date shall forthwith be repaid by Landlord to Tenant.

            b) Partial Condemnation.


                i) If there is a partial condemnation and Landlord decides to
terminate pursuant to subsection 18(a)(iii) hereof then Tenant may require
Landlord, except during the last two (2) years of the Term, to withdraw its
notice of termination by: [A] giving Landlord written notice thereof within ten
(10) days from transmission of Landlord's notice to Tenant of Landlord's
intention to terminate, [B] agreeing to pay the cost of restoration in excess of
the condemnation proceeds reduced by those sums expended by Landlord in
collecting the condemnation proceeds, and [C] giving Landlord adequate security
for such payment within such ten (10) day period.

                                       14

<PAGE>

                ii) If there is a partial condemnation and this Lease has not
been terminated pursuant to subsection (a) hereof, Landlord shall restore the
Building and the improvements which are part of the Premises to a condition and
size as nearly comparable as reasonably possible to the condition and size
thereof immediately prior to the date upon which possession shall have been
taken by the condemnor; provided, however, that Landlord shall only be obligated
to restore such damage from condemnation to the extent possible with the award
damage. If the condemnation proceeds are more than adequate to cover the cost of
restoration and the Landlord's expenses in collecting the condemnation proceeds,
any excess proceeds shall be retained by Landlord or applied to repayment of any
mortgage secured by the Premises.

                iii) If there is a partial condemnation and this Lease has not
been terminated by the date upon which the condemnor obtains possession, the
obligations of Landlord and Tenant under this Lease shall be unaffected by such
condemnation except that there shall be an equitable abatement for the balance
of the Term of the Fixed Basic Rent according to the value of the Premises
before and after the date upon which the condemnor takes possession. In the
event that the parties are unable to agree upon the amount of such abatement,
either party may submit the issue to arbitration.

            c) Award. In the event of a condemnation affecting Tenant, Tenant
shall have the right to make a claim against the condemnor for removal expenses
and moving expenses, loss of business and any other claims Tenant may have;
provided and to the extent, however, that such claims or payments do not reduce
the sums otherwise payable by the condemnor to Landlord. Except as aforesaid,
Tenant hereby waives all claims against Landlord and against the condemnor, and
Tenant hereby assigns to Landlord all claims against the condemnor including,
without limitation, all claims for leasehold damages and diminution in value of
Tenant's leasehold interest.

            d) Temporary Taking. If the condemnor should take only the right to
possession for a fixed period of time or for the duration of an emergency or
other temporary condition then, notwithstanding anything hereinabove provided,
this Lease shall continue in full force and effect without any abatement of
rent, but the amounts payable by the condemnor with respect to any period of
time prior to the expiration or sooner termination of this Lease shall be paid
by the condemnor to Landlord and the condemnor shall be considered a subtenant
of Tenant. Landlord shall apply the amount received from the condemnor
applicable to the rent due hereunder, net of costs, to Landlord for the
collection thereof, or as much thereof as may be necessary for the purpose,
toward the amount due from Tenant as rent for that period; and, Tenant shall pay
to Landlord any deficiency between the amount thus paid by the condemnor and the
amount of the rent, or Landlord shall pay to Tenant any excess of the amount of
the award over the amount of the rent.

        19. Quiet Enjoyment. Tenant, upon paying the Fixed Basic Rent,
Additional Rent and other charges herein required and observing and keeping all
covenants, agreements and conditions of this Lease, shall quietly have and enjoy
the Premises during

                                       15

<PAGE>

the Term without hindrance or molestation by anyone claiming by or through
Landlord, subject, however, to the exceptions, reservations and conditions of
this Lease.

        20. Rules and Regulations. The Landlord hereby reserves the right to
prescribe, from time to time, at its sole discretion, reasonable rules and
regulations (herein called the "Rules and Regulations") attached hereto as
Exhibit B having uniform applicability to all or substantially all tenants of
the Building and governing the use and enjoyment of the Premises and the
remainder of the Property. The Rules and Regulations shall not materially
interfere with the Tenant's use and enjoyment of the Premises in accordance with
the provisions of this Lease for the Permitted Use and shall not increase or
modify Tenant's obligations under this Lease. In the event of a conflict between
the Lease Agreement and such rules and regulations, the Lease Agreement shall
control. The Tenant shall comply at all times with the Rules and Regulations and
shall cause its agents, employees, invitees, visitors, and guests to do so.

        21. Assignment and Sublease. Tenant may assign or sublease the within
Lease to any party subject to the following:

            a) In the event Tenant desires to assign this Lease or sublease all
or part of the Premises to any other party, Tenant shall provide written notice
of the terms and conditions of such assignment or sublease to Landlord prior to
the effective date of any such sublease or assignment, and, prior to such
effective date, the Landlord shall have the option, exercisable by written
notice to Tenant, to: (i) sublease such space from Tenant at the lower rate of
(a) the rental rate per rentable square foot of Fixed Basic Rent and Additional
Rent then payable pursuant to this Lease or (b) the terms set forth in the
proposed sublease, (ii) recapture (in the case of subletting) that portion of
the Premises to be sublet or all of the Premises (in the case of an assignment)
("Recapture Space") so that such prospective subtenant or assignee shall then
become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture
Space for Landlord's own use, whereupon Tenant shall be fully released from any
and all obligations hereunder with respect to the Recapture Space.

            b) In the event that the Landlord elects not to recapture the Lease
as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet
the whole or any portion of the Premises, subject to the Landlord's prior
written consent, which consent shall not be unreasonably withheld, on the basis
of the following terms and conditions: 

                i) The Tenant shall provide to the Landlord the name and address
of the assignee or subtenant.

                ii) The assignee or subtenant shall assume, by written
instrument, all of the obligations of this Lease, and a copy of such assumption
agreement shall be furnished to the Landlord within ten (10) days of its
execution. Any sublease shall expressly acknowledge that said subtenant's rights
against Landlord shall be no greater than those of Tenant.

                                       16

<PAGE>

                iii) The Tenant and each assignee shall be and remain liable for
the observance of all the covenants and provisions of this Lease, including, but
not limited to, the payment of Fixed Basic Rent and Additional Rent reserved
herein, through the entire Term of this Lease, as the same may be renewed,
extended or otherwise modified.

                iv) The Tenant and any assignee shall promptly pay to Landlord
any consideration received for any assignment and/or all of the rent, as and
when received, in excess of the Rent required to be paid by Tenant for the area
sublet computed on the basis of an average square foot rent for the gross square
footage Tenant has leased.

                v) In any event, the acceptance by the Landlord of any rent from
the assignee or from any of the subtenants or the failure of the Landlord to
insist upon a strict performance of any of the terms, conditions and covenants
herein shall not release the Tenant herein, nor any assignee assuming this
Lease, from any and all of the obligations herein during and for the entire Term
of this Lease.

                vi) Landlord shall require a Five Hundred Dollars ($500.00)
payment to cover its handling charges for each request for consent to any sublet
or assignment prior to its consideration of the same. Tenant acknowledges that
its sole remedy with respect to any assertion that Landlord's failure to consent
to any sublet or assignment is unreasonable shall be the remedy of specific
performance and Tenant shall have no other claim or cause of action against
Landlord as a result of Landlord's actions in refusing to consent thereto.

            c) If Tenant is a corporation other than a corporation whose stock
is listed and traded on a nationally recognized stock exchange, the provisions
of subsection a hereof shall apply to a transfer (however accomplished, whether
in a single transaction or in a series of related or unrelated transactions) of
stock (or any other mechanism such as, by way of example, the issuance of
additional stock, a stock voting agreement or change in class(es) of stock)
which results in a change of control of Tenant as if such transfer of stock (or
other mechanism) which results in a change of control of Tenant were an
assignment of this Lease, and if Tenant is a partnership or joint venture, said
provisions shall apply with respect to a transfer (by one or more transfers) of
an interest in the distributions of profits and losses of such partnership or
joint venture (or other mechanism, such as, by way of example, the creation of
additional general partnership or limited partnership interests) which results
in a change of control of such a partnership or joint venture, as if such
transfer of an interest in the distributions of profits and losses of such
partnership or joint venture which results in a change of control of such
partnership or joint venture were an assignment of this Lease; but said
provisions shall not apply to transactions with a corporation into or with which
Tenant is merged or consolidated or to which all or substantially all of
Tenant's assets are transferred or to any corporation which controls or is
controlled by Tenant or is under common control with Tenant, provided that in
the event of such merger, consolidation or transfer of all or substantially all
of Tenant's assets (i) the successor to Tenant has a net worth computed in
accordance with generally accepted accounting principles at least equal to the
greater of (1) the net worth of Tenant immediately prior to

                                       17

<PAGE>

such merger, consolidation or transfer, or (2) the net worth of Tenant herein
named on the date of this Lease, and (ii) proof satisfactory to Landlord of such
net worth shall have been delivered to Landlord at least 10 days prior to the
effective date of any such transaction.

            d) In the event that any or all of Tenant's interest in the Premises
and/or this Lease is transferred by operation of law to any trustee, receiver,
or other representative or agent of Tenant, or to Tenant as a debtor in
possession, and subsequently any or all of Tenant's interest in the Premises
and/or this Lease is offered or to be offered by Tenant or any trustee,
receiver, or other representative or agent of Tenant as to its estate or
property (such person, firm or entity being hereinafter referred to as the
"Grantor", for assignment, conveyance, lease, or other disposition to a person,
firm or entity other than Landlord (each such transaction being hereinafter
referred to as a "Disposition"), it is agreed that Landlord has and shall have a
right of first refusal to purchase, take, or otherwise acquire, the same upon
the same terms and conditions as the Grantor thereof shall accept upon such
Disposition to such other person, firm, or entity; and as to each such
Disposition the Grantor shall give written notice to Landlord in reasonable
detail of all of the terms and conditions of such Disposition within twenty (20)
days next following its determination to accept the same but prior to accepting
the same, and Grantor shall not make the Disposition until and unless Landlord
has failed or refused to accept such right of first refusal as to the
Disposition, as set forth herein. Landlord shall have sixty (60) days next
following its receipt of the written notice as to such Disposition in which to
exercise the option to acquire Tenant's interest by such Disposition, and the
exercise of the option by Landlord shall be effected by notice to that effect
sent to the Grantor; but nothing herein shall require Landlord to accept a
particular Disposition or any Disposition, nor does the rejection of any one
such offer of first refusal constitute a waiver or release of the obligation of
the Grantor to submit other offers hereunder to Landlord. In the event Landlord
accept such offer of first refusal, the transaction shall be consummated
pursuant to the terms and conditions of the Disposition described in the notice
to Landlord. In the event Landlord rejects such offer of first refusal, Grantor
may consummate the Disposition with such other person, firm, or entity; but any
decrease in price of more than two percent (2%) of the price sought from
Landlord or any change in the terms of payment for such Disposition shall
constitute a new transaction requiring a further option of first refusal to be
given to Landlord hereunder.

            e) Without limiting any of the provisions of Articles 12 and 13, if
pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or
any similar law hereafter enacted having the same general purpose, Tenant is
permitted to assign this Lease notwithstanding the restrictions contained in
this Lease, adequate assurance of future performance by an assignee expressly
permitted under such Code shall be deemed to mean the deposit of cash security
in an amount equal to the sum of one year's Fixed Basic Rent plus an amount
equal to the Additional Rent for the calendar year preceding the year in which
such assignment is intended to become effective, which deposit shall be held by
Landlord for the balance of the Term, without interest, as security for the full
performance of all of Tenant's obligations under this Lease, to be held and
applied in the manner specified for any security deposit required hereunder.

                                       18

<PAGE>

            f) Except as specifically set forth above, no portion of the
Premises or of Tenant's interest in this Lease may be acquired by any other
person or entity, whether by assignment, mortgage, sublease, transfer, operation
of law or act of the Tenant, nor shall Tenant pledge its interest in this Lease
or in any security deposit required hereunder.

        22. Tenant's Expansion/Relocation. The Landlord, in its sole discretion,
shall have the right from time to time to change the location of the Premises to
other space (the "Substituted Leased Premises") within the Building, subject to
the terms and conditions set forth below.

            a) The Substituted Leased Premises shall contain a minimum floor
area of approximately the same number of square feet as are contained in the
Premises; and the square footage of any Common Facilities attributable to the
Substituted Leased Premises shall be approximately the same as that of the
Common Facilities attributable to the Premises.

            b) If the total square footage comprised by the Substituted Leased
Premises and its attributable Common Facilities exceed the total of the Premises
and its attributable Common Facilities, the Tenant shall not be required to pay
any increase in the Fixed Basic Rent and Tenant's Percentage shall not be
increased. If, however, such total square footage shall be less, Tenant's Fixed
Basic Rent and Tenant's Percentage shall be decreased proportionately.

            c) The Landlord shall give the Tenant not less than forty-five (45)
days prior notice of Landlord's decision to relocate the Tenant; and the Tenant
agrees that no later than forty-five (45) days from the date of its receipt of
such notice it shall relocate to the Substituted Leased Premises.

            d) The Landlord shall bear and pay for the cost and expense of any
such relocation; provided, however, that the Tenant shall not be entitled to any
compensation for damages for any interference with or interruption of its
business during or resulting from such relocation. The Landlord shall make
reasonable efforts to minimize such interference. Tenant shall cooperate with
Landlord so as to facilitate the prompt completion by Landlord of its
obligations under this Section. Without limiting the generality of the
foregoing, Tenant agrees to provide to Landlord promptly such approvals,
instructions, plans, specifications or other information as may be reasonably
requested by Landlord.

            e) In connection with any such relocation, the Landlord shall, at
its own cost and expense, furnish and install in (or, if practicable, relocate
to) the Substituted Leased Premises all walls, partitions, floors, floor
coverings, ceilings, fixtures, wiring and plumbing, if any, (as distinguished
from trade fixtures, equipment, furniture, furnishings and other personal
property belonging to Tenant) required for the Tenant's proper use and occupancy
thereof, all of which items shall be comparable in quality to those situated in
the Premises.

                                       19


<PAGE>

            f) The payments of new Fixed Basic Rent shall commence on the
earlier of ten (10) days after Landlord has completed the physical relocation
and installation of permanent improvements in the Substituted Leased Premises or
the date that Tenant first opens for business in the Substituted Leased
Premises.

            g) Landlord and Tenant shall promptly execute an amendment to this
Lease reciting the relocation of the Premises and any changes in the Fixed Basic
Rent payable hereunder.

        23. Subordination. This Lease and Tenant's rights hereunder shall be
subject and subordinate at all times in lien and priority to any first mortgage
or other primary encumbrance now or hereafter placed upon or affecting the
Property or the Premises, and to any second mortgage or encumbrance with the
consent of the first mortgagee, and to all renewals, modifications,
consolidations and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant. Tenant shall execute and deliver upon
demand any further instrument or instruments confirming the subordination of
this Lease to the lien of any such first mortgage or to the lien of any other
mortgage, if requested to do so by Landlord with the consent of the first
mortgagee, and any further instrument or instruments of attornment that may be
desired by any such mortgagee or Landlord, provided, however, that any holder of
such lien or mortgage agrees not to disturb the use and occupancy of the
Premises in accordance with the terms of this Lease Agreement upon any
foreclosure. Notwithstanding the foregoing, any mortgagee may at any time
subordinate its mortgage to this Lease, without Tenant's consent, by giving
notice in writing to Tenant and thereupon this Lease shall be deemed prior to
such mortgage without regard to their respective dates of execution and
delivery. In that event such mortgagee shall have the same rights with respect
to this Lease as though this Lease had been executed prior to the execution and
delivery of the mortgage and had been assigned to such mortgagee. Landlord
agrees that it will use best efforts to obtain and deliver to Tenant then
holder(s) of any mortgage or other security interest affecting the Premises of
Building. In the event Landlord fails to deliver such instrument, Tenant shall
have the right to terminate this Lease Agreement by delivery of written notice
thereof to Landlord.

        24. Tenant's Certificate. Tenant shall, at any time and from time to
time, within fifteen (15) days after Landlord's written request, execute,
acknowledge and deliver to Landlord a written instrument in recordable form
certifying: (a) that this Lease is unmodified and in full force and effect (or,
if modified, stating the modifications); (b) that the improvements required by
Section 3 have been completed; (c) that Tenant has accepted possession of the
Premises; (d) the date on which the Term commenced and the dates to which Fixed
Basic Rent, Additional Rent and other charges have been paid; (e) that, to the
best knowledge of the signer of such instrument, Landlord is not in default of
this Lease (or, if in default, stating the nature of the default); (f) any other
fact or condition reasonably requested by Landlord or required by any mortgagee
or prospective mortgagee or purchaser of the Premises, the Property or any
interest therein; and (g) that it is understood that such instrument may be
relied upon by any mortgagee or prospective

                                       20

<PAGE>

mortgage or purchaser of the Premises or any interest therein or by any assignee
of Landlord's interest in this Lease or by any assignee of any mortgagee. The
foregoing instrument shall be addressed to Landlord and to any mortgagee,
prospective mortgagee, purchaser or other party specified by Landlord.

        25. Curing Tenant's Defaults. If Tenant defaults in the performance of
any of its obligations hereunder, Landlord may, without any obligation to do so
and in addition to any other rights it may have in law or equity, elect to cure
such default on behalf of Tenant after written notice (except in the case of
emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any sums
paid or costs incurred by Landlord in curing such default, including interest
thereon from the respective dates of Landlord's making the payments and
incurring such costs, which sums and costs together with interest thereon shall
be deemed Additional Rent payable within ten (10) days of demand.

        26. Surrender.

            a) Subject to the terms of subsections 12(b) and 15(c), at the
expiration or earlier termination of the Term Tenant shall promptly yield up the
Premises and all improvements, alterations and additions thereto, and all
fixtures and equipment servicing the Premises in a condition which is clean of
garbage and debris and broom clean and in the same condition, order and repair
in which they are required to be kept throughout the Term, ordinary wear and
tear excepted.

            b) If Tenant, or any person claiming through Tenant, continues to
occupy the Premises after the expiration or earlier termination of the Term or
any renewal thereof without prior written consent of Landlord, the tenancy under
this Lease shall become, at the option of Landlord, expressed in a written
notice to Tenant and not otherwise, either from month-to-month or for a period
of one (1) year, terminable by Landlord on thirty (30) days prior notice, under
the same terms and conditions set forth in this Lease; except, however, that the
Fixed Basic Rent during such continued occupancy shall be 200% of the amount set
forth in subsection 6(a) and Tenant shall indemnify Landlord for any loss or
damage incurred by reason of Tenant's failure to surrender the Premises.
Anything to the contrary notwithstanding, any holding over by Tenant without
Landlord's prior written consent shall constitute a default hereunder and shall
be subject to all the remedies set forth in subsection 27(b) hereof.

        27. Defaults-Remedies.

            a) Defaults. It shall be an event of default under this Lease if any
one or more of the following events occurs:

                i) Tenant fails to pay in full, when due and without demand, any
and all installments of Fixed Basic Rent or Additional Rent or any other charges
or payments due and payable under this Lease whether or not herein included as
rent.


                                       21

<PAGE>


                ii) Tenant violates or fails to perform or otherwise breaches
any agreement, term, covenant or condition contained in this Lease.

                iii) Tenant abandons or vacates the Premises without notice
without having first paid to Landlord in full all Fixed Basic Rent, Additional
Rent and other charges that have become due as well as all which will become due
thereafter through the end of the Term.

                iv) Tenant becomes insolvent or bankrupt in any sense or makes
an assignment for the benefit of creditors or if a petition in bankruptcy or for
reorganization or for an arrangement with creditors under any federal or state
law is filed by or against Tenant, or a bill in equity or other proceeding for
the appointment of a receiver or similar of ficial for any of Tenant's assets is
commenced, or if any of the real or personal property of Tenant shall be levied
upon by any sheriff, marshal or constable; provided, however, that any
proceeding brought by anyone other than the parties to this Lease under any
bankruptcy, reorganization arrangement, insolvency, readjustment, receivership
or similar law shall not constitute an event of default until such proceeding,
decree, judgment or order has continued unstayed for more than sixty (60)
consecutive days.

                v) Any of the events enumerated in subsections (a)(i) through
(a) (iv) of this Section happen to any guarantor of this Lease.

            b) Remedies. Upon the occurrence of an event of default under this
Lease, Landlord shall have all of the following rights:

                i) Landlord may charge a late payment charge of five (5%)
percent of any amount owed to Landlord pursuant to this Lease which is not paid
within five (5) days of the due date which is set forth in the Lease or, if a
due date is not specified in this Lease, within thirty (30) days of the mailing
of a bill therefor by Landlord. If Landlord incurs a late charge in connection
with any payment which Tenant has failed to make within the times required in
this Lease, Tenant shall pay Landlord, in addition to such payment due, the full
amount of such late charge incurred by Landlord. Nothing in this Lease shall be
construed as waiving any rights of Landlord arising out of any default of
Tenant, by reason of Landlord's imposing or accepting any such late charge(s)
and/or interest; the right to collect such late charge(s) and/or interest is
separate and apart from any rights relating to remedies of Landlord after
default by Tenant including, without limitation, the rights and remedies of
Landlord provided herein.

                ii) Landlord may accelerate the whole or any part of the Fixed
Basic Rent and all Additional Rent for the entire unexpired balance of the Term
of this Lease, as well as all other charges, payments, costs and expenses herein
agreed to be paid by Tenant, and any Fixed Basic Rent or other charges,
payments, costs and expenses so accelerated shall, in addition to any and all
installments of rent already due and payable 

                                       22

<PAGE>

and in arrears and any other charge or payment herein reserved, included or
agreed to be treated or collected as rent and any other charge, expense or cost
herein agreed to be paid by Tenant which may be due and payable and in arrears,
be deemed due and payable as if, by the terms and provisions of this Lease, such
accelerated rent and other charges, payments, costs and expenses were on that
date payable in advance.

                iii) Landlord may re-enter the Premises and, at the option of
Landlord, remove all persons and all or any property therefrom, either by
summary dispossess proceedings or by any suitable action or proceeding at law or
by force or otherwise, without being liable for prosecution or damages therefor,
and Landlord may repossess and enjoy the Premises. Upon recovering possession of
the Premises by reason of or based upon or arising out of a default on the part
of Tenant, Landlord may, at Landlord's option, either terminate this Lease or
make such alterations and repairs as may be necessary in order to relet the
Premises and may relet the Premises or any part or parts thereof, either in
Landlord's name or otherwise, for a term or terms which may, at Landlord's
option, be less than or exceed the period which would otherwise have constituted
the balance of the Term of this Lease and at such rent or rents and upon such
other terms and conditions as in Landlord's sole discretion may seem advisable
and to such person or persons as may in Landlord's discretion seem best; upon
each such reletting all rents received by Landlord from such reletting shall be
applied as follows: first, to the payment of any costs and expenses of such
reletting, including all costs of alterations and repairs; second, to the
payment of any indebtedness other than Fixed Basic Rent, Additional Rent or
other charges due hereunder from Tenant to Landlord; third, to the payment of
Fixed Basic Rent, Additional Rent and other charges due and unpaid hereunder;
and the residue, if any, shall be held by Landlord and applied in payment of
future rent as it may become due and payable hereunder. If rentals received from
reletting during any month are less than that to be paid during that month by
Tenant, Tenant shall pay any such deficiency to Landlord. Such deficiency shall
be calculated and paid monthly. No such re-entry or taking possession of the
Premises or the making of alterations or improvements thereto or the reletting
thereof shall be construed as an election on the part of Landlord to terminate
this Lease unless written notice of termination is given to Tenant. Landlord
shall in no event be liable in any way whatsoever for failure to relet the
Premises or, in the event that the Premises or any part or parts thereof are
relet, for failure to collect the rent thereof under such reletting.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous breach.

                iv) Landlord may terminate this Lease and the Term without any
right on the part of Tenant to waive the forfeiture by payment of any sum due or
by other performance of any condition, term or covenant broken. Upon such
termination, Landlord shall be entitled to recover, in addition to any and all
sums and damages for violation of Tenant's obligations hereunder in existence at
the time of such termination, damages for Tenant's default in an amount equal to
the amount of the Fixed Basic Rent and Additional Rent reserved for the balance
of the Term, as well as all other charges,

                                       23

<PAGE>

payments, costs and expenses herein agreed to be paid by Tenant tall of which
amount shall be immediately due and payable from Tenant to Landlord upon demand
therefor.

                v) WHEN THIS LEASE AND THE TERM OR ANY EXTENSION OR RENEWAL
THEREOF SHALL HAVE BEEN TERMINATED ON ACCOUNT OF ANY DEFAULT BY TENANT, OR WHEN
THE TERM HAS EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY OF ANY COURT OF RECORD
TO APPEAR AS ATTORNEY FOR TENANT AS WELL AS FOR ALL PERSONS CLAIMING BY, THROUGH
OR UNDER TENANT, AND TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN
AMICABLE ACTION FOR JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS
CLAIMING BY, THROUGH OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF POSSESSION
OF THE PREMISES, FOR WHICH THIS LEASE SHALL BE A SUFFICIENT WARRANT; WHEREUPON,
IF LANDLORD SO DESIRES, AN APPROPRIATE WRIT OF POSSESSION MAY ISSUE FORTHWITH,
WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER, AND PROVIDED THAT IS FOR ANY
REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED IT SHALL BE DETERMINED AND
POSSESSION OF THE PREMISES REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL
HAVE THE RIGHT FOR THE SAME DEFAULT AND UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS,
OR UPON THE TERMINATION OF THIS LEASE OR TENANT'S RIGHT OF POSSESSION AS
HEREINBEFORE SET FORTH, TO BRING ONE OR MORE FURTHER ACTIONS IN EJECTMENT AS
HEREINBEFORE SET FORTH TO CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE
PREMISES.

                vi) WHEN TENANT SHALL BE IN DEFAULT OF ANY OF THE TERMS OF THIS
LEASE, IT SHALL BE LAWFUL FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR AS
ATTORNEY FOR TENANT IN AMICABLE ACTIONS FOR RENT IN ARREARS OR RENT TREATED AS
IF IN ARREARS AND FOR CHARGES, WHETHER OR NOT PAYABLE AS RENT AND TO SIGN FOR
TENANT AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN AMICABLE ACTION OR
ACTIONS IN ASSUMPSIT FOR THE RECOVERY OF ARREARS OF RENT AND RENT TREATED AS IF
IN ARREARS AND SAID CHARGES, AND IN ANY SUITS OR IN SAID AMICABLE ACTIONS TO
CONFESS JUDGMENT AGAINST TENANT FOR ALL ARREARS OF RENT AND RENT TREATED AS IF
IN ARREARS AND SAID CHARGES, AND FOR INTEREST AND COSTS, TOGETHER WITH AN
ATTORNEY'S COMMISSION OF TEN PERCENT (10%) THEREOF. SUCH AUTHORITY SHALL NOT BE
EXHAUSTED BY ANY ONE OR MORE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED
FROM TIME TO TIME AS OFTEN AS ANY RENT IN ARREARS OR RENT TREATED AS IF IN
ARREARS OR CHARGES FALL DUE AND ARE NOT PAID. SUCH POWERS MAY BE EXERCISED
DURING AS WELL AS AFTER THE EXPIRATION OR TERMINATION OF THE ORIGINAL TERM

                                       24

<PAGE>

AND DURING AND AT ANY TIME AFTER ANY EXTENSION OR RENEWAL OF THE TERM.

            c) Waiver of Jury Trial. IT IS MUTUALLY AGREED BY AND BETWEEN
LANDLORD AND TENANT THAT (A) THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTER-CLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OF OCCUPANCY OF THE
PREMISES OR CLAIM OF INJURY OR DAMAGE, AND (B) IN ANY ACTION AGAINST LANDLORD BY
TENANT, THE LEGAL FEES OF THE PREVAILING PARTY WILL BE PAID BY THE OTHER PARTY
TO THE ACTION.

            d) Non-Waiver. No waiver by Landlord of any breach by Tenant of any
of Tenant's obligations, agreements or covenants herein shall be a waiver of any
subsequent breach or of any other obligation, agreement or covenant, nor shall
any forbearance by Landlord to seek a remedy for any event of default by Tenant
be a waiver by Landlord of any rights and remedies with respect to such or any
subsequent event of default.

            e) Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to Landlord is intended to be exclusive of any other
right or remedy provided herein or by law, but each shall be cumulative and in
addition to every other right or remedy given herein or now or hereafter
existing at law or in equity or by statute.

        28. Condition of Premises. Tenant represents that the Property and the
Premises, the zoning thereof, the street or streets, sidewalks, parking areas,
curbs and access ways adjoining them, any surface conditions thereof, and the
present uses and non-uses thereof, have been examined by Tenant and Tenant
accepts them in the condition or state in which they now are, or any of them now
is, without relying on any representation, covenant or warranty, express or
implied, in fact or in law, by Landlord and without recourse to Landlord, the
nature, condition or usability thereof or the use or uses to which the Premises
and the Property or any part thereof may be put under present zoning ordinances
or otherwise, except as to work to be performed by Landlord pursuant to Section
3 and except as to latent defects in such work. Tenant's occupancy of the
Premises shall constitute acceptance of the Work performed by Landlord pursuant
to Section 3.

                                       25

<PAGE>

29. Hazardous Substances.


            a) Landlord and Tenant shall not cause or allow the generation,
treatment, storage or disposal of Hazardous Substances on or near the Premises
or Property. "Hazardous Substances" shall mean (i) any hazardous substance as
that term is defined in the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as amended, (ii) any
hazardous waste or hazardous substance as those terms are defined in any local,
state or Federal law, regulation or ordinance not inapplicable to the Premises
and Property, or (iii) petroleum including crude oil or any fraction thereof. In
the event Landlord or Tenant uses any Hazardous Substances, Landlord or Tenant
shall dispose of such substances in accordance with all applicable Federal,
state and local laws, regulations and ordinances.

            b) Landlord and Tenant agree to indemnify, defend and hold harmless
the other, its employees, agents, successors, and assigns, from and against any
and all damage, claim, liability, or loss, including reasonable attorneys' and
other fees, arising out of or in any way connected to the generation, treatment,
storage or disposal of Hazardous Substances by Landlord or Tenant, its
employees, agents, contractors, or invitees, on or near the Premises or
Property. Such duty of indemnification shall include, but not be limited to
damage, liability, or loss pursuant to all Federal, state and local
environmental laws, rules and ordinances, strict liability and common law.

            c) Landlord and Tenant agree to notify each other immediately of any
disposal of Hazardous Substances in the Premises or Property, of any discovery
of Hazardous Substances in the Premises, or of any notice by a governmental
authority or private party alleging or suggesting that a disposal of Hazardous
Substances on or near the Premises or Property may have occurred. Furthermore,
Landlord and Tenant agree to provide the other with full and complete access to
any documents or information in its possession or control relevant to the
question of the generation, treatment, storage, or disposal of Hazardous
Substances on or near the Premises.

            d) Landlord represents and warrants that, to the best of its
knowledge, there are no Hazardous Substances in, under or about the Building.

        30. Recording. Neither this Lease nor a memorandum of this Lease shall
be recorded in any public records without the written consent of Landlord.

        31. Brokers' Commission. Tenant represents and warrants to Landlord that
the Brokers (as defined in the Preamble) are the sole brokers with whom Tenant
has negotiated in bringing about this Lease and Tenant agrees to indemnify and
hold Landlord and its mortgagee(s) harmless from any and all claims of other
brokers and expenses in connection therewith arising out of or in connection
with the negotiation of or the entering into this Lease by Landlord and Tenant.
In no event shall Landlord's mortgagee(s) have any obligation to any broker
involved in this transaction. In the event that no broker was involved as
aforesaid. then Tenant represents and warrants to the Landlord that no broker
brought about this transaction, and Tenant agrees to indemnify and hold Landlord
harmless from any and all claims of any broker arising out of or in connection
with the negotiations of, or entering into of, this Lease by Tenant and
Landlord.

                                       26

<PAGE>

        32. Notices. All notices, demands, requests, consents, certificates, and
waivers required or permitted hereunder from either party to the other shall be
in writing and sent by United States certified mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed as set forth in
the Preamble. Either party may at any time, in the manner set forth for giving
notices to the other, specify a different address to which notices to it shall
thereafter be sent.

        33. Irrevocable Offer: No Option. Although Tenant's execution of this
Lease shall be deemed an offer irrevocable by Tenant, the submission of this
Lease by Landlord to Tenant for examination shall not constitute a reservation
of or option for the Premises. This Lease shall become effective only upon
execution thereof by both parties and delivery thereof to Tenant.

        34. Inability to Perform. If Landlord is delayed or prevented from
performing any of its obligations under this Lease by reason of strike, labor
troubles, or any cause whatsoever beyond Landlord's control, the period of such
delay or such prevention shall be deemed added to the time herein provided for
the performance of any such obligation by Landlord.

        35. Survival. Notwithstanding anything to the contrary contained in this
Lease, the expiration of the Term of this Lease, whether by lapse of time or
otherwise, shall not relieve Tenant from its obligations accruing prior to the
expiration of the Term.

        36. Corporate Tenants. If Tenant is a corporation, the person(s)
executing this Lease on behalf of Tenant hereby covenant(s) and warrant(s) that:
Tenant is a duly formed corporation qualified to do business in the state in
which the Property is located; Tenant will remain qualified to do business in
said state throughout the Term; and such persons are duly authorized by such
corporation to execute and deliver this Lease on behalf of the corporation.

        37. Waiver of Invalidity of Lease. Each party agrees that it will not
raise or assert as a defense to any obligation under the Lease or this or make
any claim that the Lease is invalid or unenforceable due to any failure of this
document to comply with ministerial requirements including, without limitation,
requirements for corporate seals, attestations, witnesses, notarizations or
other similar requirements and each party hereby waives the right to assert any
such defenses or make any claim of invalidity or unenforceability due to any of
the foregoing.

        38. Security Deposit. As additional security for the full and prompt
performance by Tenant of the terms and covenants of this Lease, Tenant has
deposited with Landlord the Security Deposit, as set forth in the Preamble. The
Security Deposit shall not

                                       27

<PAGE>

constitute rent for any month (unless so applied by Landlord on account of
Tenant's default hereunder). Tenant shall, upon demand, restore any portion of
the Security Deposit which may be applied by Landlord to cure any default by
Tenant hereunder. To the extent that Landlord has not applied the Security
Deposit or any portion thereof on account of a default, the Security Deposit, or
such remaining portion of the Security Deposit, shall be returned to Tenant,
without interest, promptly following the termination of this Lease.

        39. Tenant Estoppel Certificate.

            a) Tenant shall from time to time, within five (5) days after
Landlord's request or that of any mortgagee of Landlord, execute, acknowledge
and deliver to Landlord a written instrument in recordable form, substantially
in the form attached hereto as Exhibit E (a "Tenant Estoppel Certificate"),
certifying (i) that this Lease is in full force and effect and has not been
modified, supplemented or amended (or, if there have been modifications,
supplements or amendments, that it is in full force and effect as modified,
supplemented or amended, and stating such modifications, supplements and
amendments); (ii) the dates to which Fixed Basic Rent and Additional Rent and
any other charges arising hereunder have been paid; (iii) the amount of any
prepaid rents or credits due Tenant, if any; (iv) if applicable, that Tenant has
accepted possession and has entered into occupancy of the Premises, and
certifying the Commencement Date and the Termination Date; (v) whether or not,
to the best of the Tenant's knowledge, all conditions under the Lease to be
performed by Landlord prior thereto have been satisfied and whether or not
Landlord is then in default in the performance of any covenant, agreement or
condition contained in this Lease and specifying each, if any, unsatisfied
condition and each, if any, default of which Tenant may have knowledge; and (vi)
any other fact or condition reasonably requested. Any certification delivered
pursuant to the provisions of this Article shall be intended to be relied upon
by Landlord and any mortgagee or prospective mortgagee or purchaser of the
Property or of any interest therein.

            b) The failure of Tenant to execute, acknowledge and deliver to
Landlord a written Tenant Estoppel Certificate in accordance with the provisions
of this Section 43 within said five (5) day period shall constitute an
acknowledgment by Tenant, which may be relied upon by any mortgagee or
prospective mortgagee or any purchaser of the Property or of any interest
therein, that this Lease has not been modified, supplemented or amended except
as set forth in landlord's request, and is in full force and effect (or in full
force and effect as so modified, supplemented or amended), that the Base Rent,
Additional Rent and any other charges arising hereunder have not been paid
beyond the respective due dates immediately preceding the date of such request,
that Tenant has no right of set-off or other defense to this Lease and of the
truth of such other facts and conditions as shall have been requested to be
certified, and shall constitute, as to any person entitled to rely as aforesaid,
a waiver of any defaults which may exist prior to the date of such request.
Notwithstanding the foregoing, Tenant's failure to furnish a Tenant

                                       28

<PAGE>

Estoppel Certificate within said five (5) day period shall constitute a default
under this Lease.

        40. Rights Reserved by Landlord. Landlord waives no rights, except those
that may be specifically waived herein, and explicitly retains all other rights
including, without limitation, the following rights, each of which Landlord may
exercise without notice to Tenant and without liability to Tenant for damage or
injury to property, person or business on account of the exercise thereof, and
the exercise of any such rights shall not be deemed to constitute an eviction or
disturbance of Tenant's use or possession of the Premises and shall not give
rise to any claim for set-off or abatement of Rent or any other claim:

            a) To change the name or street address of the Building.

            b) To install, affix and maintain any and all signs on the exterior
and on the interior of the Building.

            c) To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the Building, or any
part thereof, and for such purposes to enter upon the Premises and during the
continuance of any of such work, to temporarily close doors, entry ways, public
space and corridors in the Building and to interrupt or temporarily suspend
services or use of facilities, all without affecting any of Tenant's obligations
hereunder, so long as the Premises are reasonably accessible and usable.

            d) To furnish door keys for the entry door(s) in the Premises on the
Commencement Date and to retain at all times, and to use in appropriate
instances, keys to all doors within and into the Premises. Tenant agrees to
purchase only from Landlord additional duplicate keys as required, to change no
locks, and not to affix locks on doors without the prior written consent of the
Landlord. Upon the expiration of the Term or Tenant's right to possession,
Tenant shall return all keys to Landlord and shall disclose to Landlord the
combination of any safes, cabinets or vaults left in the Premises.

            e) To designate and approve all window coverings used in the
Building.

            f) To approve the weight, size and location of safes, vaults and
other heavy equipment and articles in and about the Premises and the Building so
as not to exceed the legal load per square foot designated by the structural
engineers for the Building, and to require all such items and furniture and
similar items to be moved into or out of the Building and Premises only at such
times and in such manner as Landlord shall direct in writing. Tenant shall not
install or operate machinery or any mechanical devices of a nature not directly
related to Tenant's ordinary use, as limited by the Permitted Use, of the
Premises without the prior written consent of Landlord. The movement of Tenant's
property into or out of the Building or the Premises and within the Building are
entirely at the risk and responsibility of Tenant. and Landlord reserves the
right to require

                                       29

<PAGE>

written authorization from Tenant, in form and content satisfactory to Landlord,
before allowing any property to be moved into or out of the Building or
Premises.

            g) To regulate delivery of supplies and the usage of the loading
docks, receiving areas and freight elevators.

            h) To enter the Premises in accordance with Section 14, and in the
last year of the Term, to show the Premises to prospective tenants at reasonable
times and, if vacated or abandoned, to show the Premises at any time and to
prepare the Premises for re-occupancy.

            i) To erect, use and maintain pipes, ducts, wiring and conduits, and
appurtenances thereto, in and through the Premises.

            j) To enter the Premises at any reasonable time to inspect the
Premises and to make repairs or alterations as Landlord deems necessary, with
due diligence and minimum disturbance.

            k) To grant to any person or to reserve unto itself the exclusive
right to conduct any business or render any service in the Building. If Landlord
elects to make available to tenants in the Building any services or supplies, or
arranges a master contract therefor, Tenant agrees to obtain its requirements,
if any, therefor from Landlord or under any such contract, provided that the
charges therefor are reasonable.

            l) To alter the layout, design and/or use of the Building in such
manner as Landlord, in its sole discretion, deems appropriate, so long as the
character of the Building as a first class office building is maintained.

        41. Miscellaneous.


            a) Captions. The captions in this Lease are for convenience only and
are not a part of this Lease and do not in any way define, limit, describe or
amplify the terms and provisions of this Lease or the scope or intent thereof.

            b) Entire Agreement. This Lease represents the entire agreement
between the parties hereto and there are no collateral or oral agreements or
understandings between Landlord and Tenant with respect to the Premises or the
Property. No rights, easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by implication or otherwise except as
expressly set forth in the provisions of this Lease.

            c) Modification. This Lease shall not be modified in any manner
except by an instrument in writing executed by the parties. Notwithstanding the
foregoing, Landlord shall have the right at anytime, and form time to time,
during the Term, to unilaterally amend the provisions of this Lease if Landlord
is advised by its counsel that

                                       30

<PAGE>

all or any portion of the monies paid by Tenant to Landlord hereunder are, or
may be deemed to be, unrelated business income within the meaning of the United
States Internal Revenue Code or regulations issued thereunder; and Tenant agrees
that it will execute all documents or instruments necessary to effect such
amendment or amendments, provided that no such amendment shall result in Tenant
having to pay in the aggregate a larger sum of money on account of its occupancy
of the Premises under the terms of this Lease as so amended, and provided
further that no such amendment or amendments shall result in Tenant receiving
under this Lease less services than it is entitled to receive, nor services of a
less quality. In addition, Tenant agrees to make such changes to this Lease as
are required by any mortgagee, provided such changes do not substantially affect
Tenant's rights and obligation hereunder.

            d) Interpretation. The masculine (or neuter) pronoun, singular
number, shall include the masculine, feminine and neuter genders and the
singular and plural number.

            e) Exhibits. Each writing or plan referred to herein as being
attached as an Exhibit or otherwise designated herein as an Exhibit hereto is
hereby made a part hereof.

            f) Captions and Headings. The captions and headings of sections,
subsections and the table of contents herein are for convenience only and are
not intended to indicate all of the subject matter in the text and they shall
not be deemed to limit, construe, affect or alter the meaning of any provisions
of this Lease and are not to be used in interpreting this Lease or for any other
purpose in the event of any controversy.

            g) Interest. Wherever interest is required to be paid hereunder,
such interest shall be at the highest rate permitted under law but not in excess
of ten percent (10%).

            h) Severability. If any term or provision of this Lease, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

            i) Joint and Several Liability. If two or more individuals,
corporations, partnerships or other persons (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other persons to pay the Rent and perform all other
obligations hereunder shall be deemed to be joint and several, and all notices,
payments and agreements given or made by, with or to any one of such
individuals, corporations, partnerships or other persons shall be deemed to have
been given or made by, with or to all of them. In like manner, if Tenant shall
be a partnership or other legal entity, the members of which are, by virtue of
any applicable 

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law or regulation, subject to personal liability, the liability of each such 
member shall be joint and several.

            j) No Representations by Landlord. Landlord and Landlord's agents
have made no representations, agreements, conditions, warranties, understandings
or promises, either oral or written, other than as expressly set forth herein,
with respect to this Lease, the Premises and/or the Building.

            k) Relationship of Parties. This Lease shall not create any
relationship between the parties other than that of Landlord and Tenant.

            1) Choice of Law. The terms of this Lease shall be construed under
the laws of the Commonwealth of Pennsylvania, and that exclusive jurisdiction
and venue shall be in the Court of Common Pleas of the County in which the
Property is located.

        43. Additional Definitions.


            a) "Date of this Lease" or "date of this Lease" shall mean the date
of acceptance of this Lease by the Landlord, following execution and delivery
thereof to Landlord by Tenant and that date shall be inserted in the space
provided in the Preamble.

            b) "Landlord" as used herein includes the Landlord named above as
well as its successors and assigns, each of whom shall have the same rights,
remedies, powers, authorities and privileges as he would have had he originally
signed this lease as Landlord. Any such person, whether or not named herein,
shall have no liability hereunder after ceasing to hold title to the Premises.
Neither Landlord nor any principal of Landlord nor any owner of the Building or
the Lot, whether disclosed or undisclosed, shall have any personal liability
with respect to any of the provisions of this Lease or the Premises, and if
Landlord is in breach or default with respect to Landlord's obligations under
this Lease or otherwise, Tenant shall look solely to the equity of Landlord in
the Premises for the satisfaction of Tenant's remedies.

            c) "Tenant" as used herein includes the Tenant named above as well
as its heirs, successors and assigns, each of which shall be under the same
obligations, liabilities and disabilities and each of which shall have the same
rights, privileges and powers as it would have possessed had it originally
signed this Lease as Tenant. Each and every person named above as Tenant shall
be bound formally and severally by the terms, covenants and agreements contained
herein. However, no such rights, privileges or powers shall inure to the benefit
of any assignee of Tenant, immediate or remote, unless the assignment to such
assignee is permitted or has been approved in writing by Landlord. Any notice
required or permitted by the terms of this Lease may be given by or to any one
of the persons named above as Tenant, and shall have the same force and effect
as if given by or to all of them.

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            d) "Mortgage" and "Mortgagee" as used herein includes any lien or
encumbrance on the Premises or the Property or on any part of or interest in or
appurtenance to any of the foregoing, including without limitation any ground
rent or ground lease if Landlord's interest is or becomes a leasehold estate.
The word "mortgagee" is used herein to include the holder of any mortgage,
including any ground Landlord if Landlord's interest is or becomes a leasehold
estate. Wherever any right is given to a mortgagee, that right may be exercised
on behalf of such mortgagee by any representative or servicing agent of such
mortgagee.

            e) "Person" as used herein includes a natural person, a partnership,
a corporation, an association, and any other form of business association or
entity.

            f) "Property" as used herein shall mean the Building and the lot,
tract or parcel of land on which the Building is situated.

            g) "Rent" or "rent" as used herein shall mean all Fixed Basic Rent
and Additional Rent reserved under this Lease.

        IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease and for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this agreement to be duly executed under
seal.

Landlord:

Date Signed:_________________       210 & 216 MALL BOULEVARD ASSOCIATES
                                    LIMITED PARTNERSHIP,
                                    a Pennsylvania limited partnership


                                    By:  210 & 216 MALL BOULEVARD
                                         ASSOCIATES ACQUISITION
                                         CORPORATION,
                                         a Pennsylvania corporation

                                         By: /s/
                                             ---------------------------
                                                   RICHARD HEANY
                                                   President

                                         Attest:________________________

Tenant:
-------

Date Signed:_________________       CRW FINANCIAL, INC.

                                    By: /s/
                                        --------------------------------
                                             JONATHAN P. ROBINSON
                                             Chief Financial Officer

                                    Attest:_____________________________

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