**PROGRESS
      PLAZA**


FUNDAMENTAL
      LEASE PROVISIONS





Certain
      Fundamental Lease Provisions are presented in this Section and represent the
      agreement of the parties hereto, subject to further definition and elaboration
      in the Lease:





NAME
      AND
      ADDRESS OF CENTER: PROGRESS PLAZA, 1501 N. Broad Street, Phila., PA
      19122





LANDLORD:
      PROGRSS TRUST, INC.





NOTICE
      ADDRESS OF LANDLORD:





Progress
      Trust, Inc.


1501
      North Broad Street, Second Floor


Philadelphia,
      PA 19122


Attention:
      Benjamin Gilbert





With
      a
      copy to:


Mark
      Herrmann & Associates, Inc.


38
      W.
      Lodges Lane


Bala
      Cynwyd, PA 19004





TENANT:
      United Bank of Philadelphia





TENANT'S
      TRADE NAME: United Bank





NOTICE
      ADDRESS OF TENANT:





United
      Bank of Philadelphia


Graham
      Building, 30 S. 15 th St.


Philadelphia,
      PA 19102





With
      a
      copy to:





Love
      and
      Long, L.L.P.


108
      Washington Street


Newark,
      New Jersey 07102





RENT
      COMMENCEMENT DATE: The earlier of (i) sixty (60) days after Landlord notifies
      Tenant of the completion of “Landlord’s Work” as defined in this Lease, or (ii)
      the date Tenant opens for business to the public.





TERM
      OF
      LEASE: 10 years, plus the period from the Rent Commencement Date to the last
      day
      of the calendar month in which it occurs.





OPTION
      TERM: Two (2) separate five (5) year options- See Lease Section
      3(d)




PREMISES
      GROSS LEASABLE AREA: 2,500 square feet +/-





PERMITTED
      USE: Full Service Bank and related activities








ANNUAL
      BASIC RENTAL:





Period
            
            Annual
                Rent
            
            Monthly
                RentRent
                Commencement
            
            $
            60,000.00
            
            $
            5,000.00Date
                to the end of the 12thFull
                calendar monthMonths
                13-60
            
            $
            62,500.00
            
            $
            5,208.33Months
                61-120
            
            $
            71,250.00
            
            $
            5,937.50Option
                Term:
            
            
            See
                Lease Section 3 (d
            )





INITIAL
      MONTHLY PAYMENT ON ACCOUNT OF OPERATING EXPENSES:


AND
      TAXES: $754.17 (based on $3.62 psf per annum)





ADVANCE
      RENTAL: N/A





SECURITY
      DEPOSIT: N/A





DATE
      OF
      LEASE: March _____, 2006












**1.
                  PREMISES**
              2**2.
                  USE; QUIET ENJOYMENT**
              2**3.
                  TERM; TERMINATION**
              4**4.
                  RENT**
              5**5.
                  ADVANCE RENTAL**
              5**7.
                  IMPROVEMENTS**
              5**8.
                  TENANT ASSESSMENTS. USE AND OCCUPANCY TAXES**.
              6**9.
                  UTILITIES AND SERVICES**
              6**10.
                  TAXES AND OPERATING COSTS**
              7**11.****FIXTURES,
                  EQUIPMENT AND APPURTENANCES**
              11**12.****ALTERATIONS
                  AND IMPROVEMENTS BY TENANT**
              11**13.
                  SIGNS AND ADVERTISING**
              12**14.
                  REPAIRS BY LANDLORD; INSPECTION**
              12**15.
                  REPAIRS BY TENANT**
              13**16.
                  INSURANCE**
              14**17.
                  INDEMNITY BY TENANT; EXONERATION**
              14**18.
                  INCREASE IN INSURANCE PREMIUMS; WAIVER OF
                  SUBROGATION**
              15**19.
                  FIRE OR OTHER CASUALTY**
              15**20.
                  CONDEMNATION**
              17**21.
                  MARKETING FUND AND PROMOTION OF CENTER**
              17**22.
                  ASSIGNMENT, MORTGAGING AND SUBLETTING**
              17**23.
                  PERFORMANCE BY TENANT**
              18**24.
                  BANKRUPTCY**
              19**25.
                  HAZARDOUS MATERIALS**
              19**26.
                  DEFAULT; REMEDIES**
              19**27.
                  REMEDIES CUMULATIVE**
              23**28.
                  SUBORDINATION; ATTORNMENT**
              23**29.
                  SUCCESSORS AND ASSIGNS**
              24**30.
                  NOTICES**
              24**31.
                  APPLICABLE LAW**
              24**32.
                  CAPTIONS AND HEADINGS**
              24**33.
                  JOINT AND SEVERAL LIABILITY**
              24**34.
                  BROKERAGE COMMISSION**
              25**35.
                  NO OPTION**
              25**36.
                  NO MODIFICATION**
              25**37.
                  SEVERABILITY**
              25**38.
                  THIRD PARTY BENEFICIARY**
              25**39.
                  TRANSFER BY LANDLORD**
              25**40.
                  LIMITATION OF LIABILITY OF LANDLORD**
              26**41.
                  PARKING**
              26**42.
                  SUBSTITUTE SPACE**
              26**43.
                  COVENANTS AND CONDITIONS**
              26**44.
                  TIME OF ESSENCE**
              26**45.
                  MODIFICATIONS FOR LENDER**
              26
    1
   **46.
                  HOLDING OVER**
              27**47.
                  RULES AND REGULATIONS**
              27**48.
                  TITLE**
              27**49.
                  PRIOR LEASE**
              27**50.
                  WAIVER OF JURY TRIAL**
              27
 THIS Retail Lease is made as of the date, and between the Landlord and Tenant,
        set forth in the Fundamental Lease Provisions attached
        hereto.





**1.
      PREMISES**





In
      consideration of the rents and covenants herein set forth, Landlord hereby
      leases to Tenant and Tenant hereby rents from Landlord the premises (“Premises”)
      located upon the land and within the buildings (collectively, the "Center")
      described in the Fundamental Lease Provisions. The Premises are further depicted
      in the drawing attached hereto as Exhibit “A”. The Premises are comprised of the
      number of square feet of rentable area set forth in the Fundamental Lease
      Provisions. The rentable area of the Premises and the Center has been calculated
      and determined on a basis determined by the Landlord. The Landlord's
      calculations for the Center and the Premises, and the Expense Percentage are
      final and are not subject to adjustment except as provided for in Section 10
      below.





**2.
      USE; QUIET ENJOYMENT**





(a)
      The
      Premises shall be used by Tenant for the purposes, and under the Trade Name
      set
      forth in the Fundamental Lease Provisions. Tenant shall not use or permit the
      Premises to be used for any other purpose or under any other trade name without
      the prior written consent of Landlord; provided Tenant shall not use, permit
      or
      suffer anything to be done in the Premises or anything to be brought into or
      kept in the Premises, in either case, which occasions discomfort or annoyance
      to
      any other tenants or occupants of the Center, or which in Landlord's reasonable
      judgment may tend to impair the reputation or appearance of the Center or tend
      to interfere with the proper and economic operation of the Center by
      Landlord.





(b)
      Tenant shall, at its expense, procure any and all governmental licenses and
      permits, including without limitation, sign permits, required for the conduct
      of
      business in the Premises and shall, at all times, comply with the requirements
      of each such license and permit. Landlord does not represent or warrant that
      it
      will obtain for Tenant (or that Tenant will be able to obtain) any license
      or
      permit.





(c)
      Tenant agrees that it shall continuously operate, conduct its business within
      and otherwise use the Premises in accordance with the terms and conditions
      of
      this Lease. Tenant will keep the Premises open for business during such hours
      of
      operation as are established by Landlord for the Center.





(d)
      Tenant agrees that it:





(i)
      will
      not in connection with the Premises conduct or permit to be conducted any
      auction, fire, bankruptcy or going out of business sale, or similar type sale,
      or utilize any unethical method of business, provided that this provision shall
      not restrict the absolute freedom (as between Landlord and Tenant) of Tenant
      to
      determine its own selling prices, nor shall it preclude the conduct of periodic,
      seasonal promotional or clearance sales;




(ii)
      will
      not use or permit the use of any apparatus for sound and/or light reproduction
      or transmission, including loudspeakers in such manner that the sounds so
      transmitted shall be audible beyond the interior of the Premises; will not
      distribute at the Center or in any part thereof any handbills or other
      advertising or notices, and will not conduct or permit any activities that
      might
      constitute a nuisance or which are otherwise not generally considered
      appropriate in accordance with the standards of operation for the Center
      established by landlord.






2





(iii)
      will keep all mechanical apparatus free of vibration and noise which may be
      transmitted beyond the confines of the Premises; will not cause or permit
      strong, unusual or offensive sound, sights, odors fumes, dust or vapors to
      emanate from the Premises.





(iv)
      will
      not load or permit the loading or unloading of merchandise, supplies or other
      property, nor ship nor receive outside the area and entrance designated
      therefore by Landlord from time to time, and will use its best efforts to have
      all such deliveries, loading, unloading and services to the Premises prior
      to
      9:30 a.m. each day.





(v)
      will
      not paint or decorate any part of the exterior of the Premises, or change the
      architectural treatment, decor or other appearance of the exterior of the
      Premises without first obtaining Landlord's written approval of such
      work.





(vi)
      will
      not perform any work of any nature whatsoever to the roof, exterior walls or
      any
      of the structural portions of the Premises.





(vii)
      will comply with all applicable federal, state and local environmental and
      other
      laws, rules, regulations, guidelines, judgments, or orders and all
      recommendations of any public or private agency having authority over insurance
      rates with respect to the use or occupancy of the Premises by Tenant; will
      not
      use or permit the use of any portion of the Premises for any unlawful
      purpose.





(viii)
      will not, within the vestibule or within three feet of any entrance or exit
      or
      of any window in the Premises, or upon glass panes, affix or maintain any signs,
      trademarks, merchandise or other item, except as shall be approved by
      Landlord.





(ix)
      will
      keep the storefront sign and display windows lighted during all hours in which
      the Premises are required to be opened for business.





(x)
      will
      provide all security within its Premises as it deems appropriate;





(xi)
      will
      comply with all rules and regulations as may be established by landlord from
      time to time.





(xii)
      will not use the malls or sidewalks adjacent to the Premises for solicitations,
      vending or sales of merchandise.





(xiii)
      will maintain at all times a full staff of employees and a complete stock of
      merchandise and other goods consistent with the use of the
      Premises.





(xiv)
      will not, without obtaining Landlord's prior written approval, install any
      storage or propane tank, whether above or underground at the Premises or in
      the
      Center.





(e)
      So
      long as Tenant is not in default of any covenant or term of this Lease, Tenant
      shall have the right to peaceful and quiet enjoyment of the Premises during
      the
      term hereof subject however to the rights of holders of any mortgages affecting
      the Center which appear in the real estate records of the county in which the
      Center is located from time to time.


3


**3.
      TERM; TERMINATION**





(a)  The
      term
      of this Lease shall commence on the date set forth as the Rent Commencement
      Date
      in the Fundamental Lease Provisions, provided the Premises are "ready for
      occupancy" (as that term is defined in Section 7 hereof), but if the Premises
      are not ready for occupancy on such date then the term shall commence on the
      date which is seven (7) days after the mailing of notice by Landlord to Tenant
      that the Premises are "ready for occupancy". The term shall be for the period
      set forth in the Fundamental Lease Provisions, plus, if the Rent Commencement
      Date shall not be the first day of a month, the part of a month from the date
      of
      the Rent Commencement Date to the last day of the calendar month in which it
      occurs. Each of the parties hereto agrees upon demand of the other, to execute
      a
      declaration expressing the commencement date of the term as soon as the
      commencement date has been determined. If Tenant, or its contractors, are
      permitted to take possession prior to the Rent Commencement Date, Tenant shall
      comply with all terms and conditions of the Lease other than payment of Basic
      Annual Rent, Taxes or Operating Costs.




(b)
      This
      Lease shall terminate at the end of the original term hereof, or any extension
      or renewal thereof without the necessity of any notice from either Landlord
      or
      Tenant to terminate the same, and Tenant hereby waives notice to vacate the
      Premises and agrees that Landlord shall be entitled to the benefit of all
      provisions of law respecting the summary recovery of possession of premises
      from
      a tenant holding over to the same extent as if statutory notice had been given.
      For the period of four (4) months prior to the expiration of the term, or any
      renewal or extension thereof, and provided that Tenant has not provided Landlord
      with notice of Tenant’s intent to exercise its option to renew pursuant to the
      terms and conditions below, Landlord shall have the right to show the Premises
      and all parts hereof to prospective tenants during normal business
      hours.





(c)
      At
      the expiration or earlier termination of this Lease, Tenant shall, at Tenant's
      expense, remove all of Tenant's personal property and repair all injury done
      to
      the Premises or any part of the Premises by or in connection with the
      installation or removal of said property, and surrender the Premises, broom
      clean and in as good condition as they were at the beginning of the term,
      reasonable wear and tear excepted. All property of Tenant remaining on the
      Premises after the expiration or earlier termination of this Lease shall be
      conclusively deemed abandoned and at Landlord's option, may be retained by
      Landlord, or may be removed by Landlord, and Tenant shall reimburse Landlord
      for
      the cost of such removal. Landlord may have any such property stored at Tenant's
      risk and expense.





(d)
      Option to Renew.  So
      long
      as Tenant is not in default of its obligations hereunder, Landlord hereby agrees
      that Tenant shall have two (2) separate options to renew the term of this Lease
      for a term of five (5) years each, provided that Tenant notifies Landlord of
      its
      exercise of such option(s) no later than seven (7) months prior to the
      expiration date of the then current term. Such renewal shall be on the same
      terms and conditions set forth in the Lease, except that Annual Basic Rental
      shall be set at the then current rent established by Landlord for the Premises.
      Tenant shall execute any renewal form required by Landlord in order to preserve
      Landlord's rights and remedies under the lease, as renewed.


Within
      thirty (30) days following receipt of Tenant's exercise of its option, Landlord
      shall advise Tenant of the Annual Basic Rental which will be charged for the
      renewal term. Tenant shall have a period of fifteen (15) days within which
      to
      notify Landlord, in writing, of its election to revoke its option, in which
      event the term of the Lease shall expire as though no option to renew had been
      exercised by Tenant. Should Tenant fail to so notify Landlord of its election
      to
      revoke the exercise of its option, the option shall be effective and the Annual
      Basic Rental shall be that set forth in Landlord's notice to
      Tenant.





4


**4.
      RENT**





(a)
      Tenant covenants and agrees to pay to Landlord, as rental for the Premises,
      Annual Basic Rental in the sum set forth in the Fundamental Lease Provisions,
      payable in advance in equal monthly installments on the first day of each full
      calendar month during the term, the first such payment to include rent, prorated
      on a daily basis, for the period (if any) from the date of commencement of
      the
      term to the first day of the first full calendar month in the term.





(b)
      Any
      sum, amount, item or charge payable by Tenant hereunder shall be deemed
      additional rent, and except as otherwise specifically provided herein, shall
      be
      paid by Tenant to Landlord on the first day of the month following the date
      on
      which Landlord notifies Tenant of the amount payable or on the tenth day after
      the giving of such notice, whichever shall be later. Any such notice shall
      specify in reasonable detail the basis of such additional rent.




(c)
      All
      rentals payable by Tenant to Landlord under this Lease shall be paid to Landlord
      at the office of Landlord herein designated or to such other address and/or
      person or company as Landlord may designate from time to time by notice to
      Tenant. Tenant will promptly pay all rentals herein prescribed when and as
      the
      same shall become due and payable. If Landlord shall pay any monies or incur
      any
      expenses in correction of violations of covenants herein set forth, the amount
      so paid or incurred shall, at Landlord's option, and on notice to Tenant, be
      considered additional rentals, payable by Tenant with the first installment
      of
      rent thereafter becoming due and payable, and may be collected or enforced
      as by
      law provided in respect of rentals.





**5.
      PERCENTAGE RENT**





[This
      Section Intentionally Deleted]





**6.
      ADVANCE RENTAL AND SECURITY DEPOSIT**





[This
      Section Intentionally Deleted]





**7.
      IMPROVEMENTS**





(a)
      Prior
      to the Rent Commencement Date, the Landlord shall perform the work in the
      Premises (“Landlord’s Work”) specified in Exhibit “B” hereto. Landlord will
      provide Tenant with written notice of the completion of Landlord’s Work, and
      Tenant shall thereupon enter the Premises and complete all work required for
      it
      to open its business to the public as quickly as possible, but in any event
      not
      later than sixty (60) days after completion of Landlord’s Work. Landlord
      anticipates that it will complete Landlord’s Work on or before September 1,
      2006. With Landlord’s consent, and so long as it will not interfere with the
      completion of Landlord’s Work, Tenant’s contractors shall be entitled to work
      alongside Landlord’s contractors in the Premises. Except for Landlord’s
      obligation to perform Landlord’s Work, Tenant, by accepting possession of the
      Premises shall have examined and accepted the Premises in their "as- is"
      condition, and no representations or warranties concerning the condition of
      the
      Premises have been made by Landlord





(b)
      Tenant shall have the right, at its sole expense, and in accordance with the
      procedures set forth in Section 12, to make non-structural changes,
      modifications and improvements to the interior of the Premises, with the written
      consent of the Landlord, which consent shall not be unreasonably withheld,
      in
      order to obtain the consent of Landlord, Tenant shall deliver to Landlord plans
      and specifications for any work which it wishes to perform in the Premises.






5





(c)
      Any
      approval by Landlord or Landlord's architects and/or engineers of any of
      Tenant's drawings, plans and specifications which are prepared in connection
      with any construction of improvements or alterations in the Premises shall
      not
      in any way be construed or operate to bind Landlord or to constitute a
      representation or warranty of Landlord as to the adequacy or sufficiency of
      such
      drawings, plans and specifications or the improvements to which they relate,
      for
      any use, purpose, or condition but such approval shall merely be the consent
      of
      Landlord as may be required hereunder in connection with Tenant's construction
      of improvements in the Premises in accordance with such drawings, plans and
      specifications under the terms of this Lease.





**8.
      TENANT ASSESSMENTS. USE AND OCCUPANCY TAXES** .





(a)
      Tenant shall pay any and all taxes, assessments, impositions, excises, fees
      and
      other charges levied, assessed or imposed by governmental or quasi-governmental
      authority upon Tenant or its business operation, or based upon the use or
      occupancy of the Premises, or upon Tenant's leasehold interest, trade fixtures,
      furnishings, equipment, leasehold improvements, alterations, changes and
      additions, merchandise and personal property of any kind owned, installed or
      used by Tenant in or from the Premises. Tenant shall also pay when due, any
      sales or use tax, or other similar tax assessed or levied against this Lease
      or
      the rent payable hereunder. Should any tax or charge referred to in this
      subsection be collected by Landlord on behalf of such taxing authority, then
      such tax or charge shall be paid by Tenant to Landlord monthly as additional
      rent upon notice from Landlord. If any gross receipts tax shall be payable
      by
      Landlord, Tenant shall pay the portion thereof attributable to landlord's
      receipts from this Lease. Tenant shall pay any tax or charge covered by this
      subsection within thirty (30) days after receipt of each bill
      therefore.




|(b) | Tenant
              shall also pay to Landlord, upon invoice, any Use and Occupancy tax
              (or
              similar tax) based upon Tenant's occupancy of the
              Premises.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Notwithstanding
              anything to the contrary contained herein, Tenant shall have the right
              to
              contest any Use and Occupancy tax (or similar tax) provided that Tenant
              complies with the applicable laws and regulations permitting such
              contestation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



**9.
      UTILITIES AND SERVICES**


(a)
      Tenant shall connect to, and become a direct customer of the local utility,
      for
      any utility services provided to the Premises. Tenant shall pay, on or before
      the due date, all charges imposed by such utility.





(b)  (i)
      At
      Landlord's sole option, it may provide any utility service directly to Tenant,
      and charge Tenant for the costs of such service at a rate no greater than that
      which Tenant would pay if it were a direct customer of such utility. In such
      event, such sum shall be due and payable as additional rent
      hereunder.





(ii)
      Tenant's usage of any utility shall be measured either by separate meter, or,
      if
      no separate meter is available, by an alternative means determined by Landlord.
      The cost of any meter(s) as well as the cost of installation and repair and
      replacement of any meter(s) shall be borne by Tenant which shall reimburse
      Landlord for the cost thereof within thirty days after receipt of written demand
      therefor.





(c)
      Landlord reserves the right to stop the supply of water, sewage, electrical
      current, parking, and other services, without thereby incurring any liability
      to
      Tenant, when necessary by reason of accident or emergency, or for repairs,
      alterations, replacements or improvements in the judgment of Landlord desirable
      or necessary, or when prevented from supplying such services by strikes,
      lockouts, difficulty of obtaining materials, accidents or any other cause beyond
      Landlord's control, or by laws, orders or inability






6




by
      exercise of reasonable diligence to obtain electricity, water, steam, coal,
      oil
      or other suitable fuel or power. No diminution or abatement of Rent or other
      compensation shall or will be claimed by Tenant as a result of, nor shall this
      Lease or any of the obligations of Tenant be affected or reduced by reason
      of,
      any such interruption, curtailment or suspension. However, if such interruption,
      curtailment or suspension continues for either three consecutive days or any
      ten
      days within a thirty-day period, Tenant’s Rent shall abate.





**10.**  **TAXES
      AND OPERATING COSTS**





(a)
      Tenant shall pay, as additional rent hereunder, an amount equal to its Expense
      Percentage of Taxes and Operating Costs incurred in connection with the
      ownership and operation of the Center.





The
      Tenant’s Expense Percentage is determined by dividing the gross rentable area of
      the Premises by the gross rentable area of the Center (exclusive of any basement
      space or the Office Space as defined below).





The
      “Office Space” is the area located on the second floor of the East Building of
      the Center. At such time as any of the Office Space is leased, it shall be
      included and shall remain in the gross rentable area of the Center, and Tenant’s
      Expense Percentage shall be reduced accordingly throughout the term of this
      Lease. .





(b)
      Taxes
      shall include all real estate and other ad valorem taxes and other assessments,
      impositions, excises and other governmental or quasi-governmental charges of
      every kind and nature (including but not limited to general and special
      assessments, sewer and fire district assessments, foreseen as well as
      unforeseen) with respect to the Center and all improvements thereon or any
      part
      thereof. Taxes shall also include Landlord's costs and expenses (including
      statutory interest if any) in obtaining or attempting to obtain any refund,
      reduction or deferral of Taxes.





(c)
      Operating Costs shall refer to all costs and expenses incurred by Landlord
      in
      connection with the operation, management, maintenance, repair, replacement
      and
      cleaning of the Center and any signs or other improvements serving or related
      to
      the Center including, without limitation, the following:





(i)
      The
      cost of fire, casualty, liability and other insurance carried by
      Landlord;





(ii)
      The
      cost of electricity, steam, fuel, gas, heating, ventilating and
      air-conditioning, water and sewer services, but excluding the cost of all such
      items (A) which is included in the charges paid by Tenant under this Lease
      or
      (B) which is separately charged to and paid for by other tenants or occupants
      of
      the Center;





(iii)
      The
      cost of all repairs, maintenance, services and replacement of plumbing, heating,
      air-conditioning, ventilating, and electrical equipment and systems; the cost
      of
      all repairs, maintenance and replacements of utility systems; the cost of
      repair, maintenance and replacements to the roofs or exteriors; the cost of
      repair, maintenance and replacement of lobbies, corridors, rest rooms, stairways
      and other common areas; the cost of landscaping, repair, maintenance and
      replacement of the paved areas, signs and sidewalks or other common areas;
      the
      cost of repair, maintenance and replacements required in order to comply with
      any federal, state or local law, rule or regulation;





(iv)
      The
      cost of trash removal, uniforms, paper goods, window cleaning, janitorial
      services and snow removal and the cost of all labor, materials, equipment and
      supplies;








7





(v)
      All
      payroll, wages, and salaries of all staff persons and other persons engaged
      in
      maintenance, repair, replacement and/or operation, including, without limiting
      the generality of the foregoing, all state and federal taxes, workmen's
      compensation insurance, unemployment taxes, FICA and employee pension and
      benefit programs;





(vi)
      All
      management fees of persons and firms engaged in management, maintenance or
      operation;





(vii)
      All
      costs of providing security (if any, as determined by Landlord);





(viii)
      All other costs and expenses of any kind or nature which would be considered
      as
      costs or expenses of maintenance, operations, management, repair or replacement;
      and,





(ix)
      Landlord's supervisory charge in an amount equal to fifteen percent (15%) of
      the
      foregoing costs and expenses.





(d)
      Any
      capital expenditures included in Operating Costs shall be amortized over the
      anticipated life of such improvements as determined by Landlord = s
      accountants. Notwithstanding anything herein to the contrary, in calculating
      its
      Operating Costs, Landlord may utilize reasonable estimates of such costs, with
      estimates and payments thereon being subject to adjustments in future billings
      to Tenant based upon Landlord's actual costs.





(e)  Despite
      anything in the definition of Operating Expenses to the contrary, Operating
      Expenses will not include:





(i)  Any
      ground lease rental;


(ii) Costs
      of
      items considered capital repairs, replacements, improvements and equipment
      under
      generally accepted accounting principles (“Capital Items”) except as provided in
      subsection (d) above;


(iii)  Rentals
      for items (except when needed in connection with normal repairs and maintenance
      of permanent systems) which if purchased, rather than rented, would constitute
      a
      Capital Item that is specifically excluded in (ii) Center;


(iv)  Costs
      incurred by Landlord for the repair of damage to the Center, to the extent
      that
      Landlord is reimbursed by insurance proceeds, and costs of all capital repairs,
      regardless of whether such repairs are covered by insurance;


(v)  Costs,
      including permit, license and inspection costs, incurred with respect to the
      installation of tenant or other occupants’ improvements in the Center or
      incurred in renovating or otherwise improving, decorating, painting or
      redecorating vacant space for tenants or other occupants of the
      Center;


(vi)  Depreciation,
      amortization and interest payments, except on materials, tools, supplies and
      vendor-type equipment purchased by Landlord to enable Landlord to supply
      services Landlord might otherwise contract for with a third party where such
      depreciation, amortization and interest payments would otherwise have been
      included in the charge for such third party’s services, all as determined in
      accordance with generally accepted accounting principles, consistently applied,
      and when depreciation or amortization is permitted or required, the item will
      be
      amortized over its reasonably anticipated useful life;


(vii)  Marketing
      costs, including without limitation, leasing commissions, attorneys’ fees in
      connection with the negotiation and preparation of letters, deal memos, letters
      of intent, leases, subleases or assignments, space planning costs, and other
      costs and expenses incurred in connection with lease, sublease or assignment
      negotiations, and transactions with present or prospective tenants or other
      occupants of the Center;


(viii)  Expenses
      in connection with services or other benefits that are not offered to Tenant
      or
      for which Tenant is charged for directly but that are provided to another tenant
      or occupant of the Center at a lesser cost;






8




(ix)  Costs
      incurred by Landlord due to the violation by Landlord or any tenant of the
      terms
      and conditions of any lease of space in the Center;


(x)  Overhead
      and profit increment paid to Landlord or to subsidiaries or affiliates of
      Landlord for goods and services in or to the Center to the extent the same
      exceeds the costs of such goods and services rendered by unaffiliated third
      parties on a competitive basis;


(xi)  Interest,
      principal, points and fees on debts or amortization on any mortgage or mortgages
      or any other debt instrument encumbering the Center or the site (except as
      permitted in (ii));


(xii)  Landlord’s
      general corporate overhead and general and administrative expenses;


(xiii)  Advertising
      and promotional expenditures, and costs of signs in or on the Center identifying
      the owner of the Center or other tenants’ signs;


(xiv)  Costs
      incurred in connection with upgrading the Center to comply with life, fire
      and
      safety codes, ordinances, statutes or other laws in effect prior to the
      Commencement Date including, without limitation, the ADA, including penalties
      or
      damages incurred due to non-compliance;


(xv)  Tax
      penalties incurred as a result of Landlord’s negligence, inability or
      unwillingness to make payments or to file any tax or informational returns
      when
      due;


(xvi)  Costs
      for
      which Landlord has been compensated by a management fee, and any management
      fees
      in excess of those management fees that are normally and customarily charged
      by
      landlords of comparable buildings;


(xvii)  Costs
      arising from the negligence or fault of other tenants or Landlord or its agents,
      or any vendors, contractors, or providers of materials or services selected,
      hired or engaged by Landlord or its agents including, without limitation, the
      selection of Center materials;


(xviii)  Despite
      any contrary provision of the Lease including without limitation, any provision
      relating to capital expenditures, any and all costs arising from the presence
      of
      hazardous materials or substances (as defined by applicable laws in effect
      on
      the date this Lease is executed) in or about the Premises or the Center
      including, without limitation, hazardous substances or the ground water or
      soil,
      not placed in the Premises or the Center by Tenant;


(xix)
      Costs arising from Landlord’s charitable or political
      contributions;


(xx)  Costs
      arising from latent defects in the base, shell or core of the Center or
      improvements installed by Landlord or repair to them;


(xxi)  Costs
      for
      sculpture, paintings or other objects of art;


(xxii)  Costs
      (including all attorneys’ fees and costs of settlement judgments and payments)
      arising from claims, disputes or potential disputes in connection with potential
      or actual claims litigation or arbitrations pertaining to Landlord or the
      Center;


(xxiii)  Costs
      associated with the operation of the business of the partnership or entity
      that
      constitutes Landlord as the same are distinguished from the costs of operation
      of the Center, including partnership accounting and legal matters, costs of
      defending any lawsuits with any mortgagee (except as the actions of Tenant
      may
      be in issue), costs of selling, syndicating, financing, mortgaging or
      hypothecating any of Landlord’s interest in the Center, costs of any disputes
      between Landlord and its employee (if any) not engaged in Center operation,
      disputes of Landlord with Center management, or outside fees paid in connection
      with disputes with other tenants;






9




(xxiv)  Cost
      of
      any “tap fees” or any sewer or water connection fees for the benefit of any
      particular tenant in the Center;


(xxv)  Costs
      incurred in connection with any environmental clean-up, response action, or
      remediation on, in, under or about the Premises or the Center including, but
      not
      limited to, costs and expenses associated with the defense, administration,
      settlement, monitoring or management of them;


(xxvi)  Any
      entertainment, dining or travel expenses for any purpose;


(xxvii)  Any
      flowers, balloons, or other gifts provided to any entity including, but not
      limited to, Tenant, other tenants, employees, vendors, contractors, prospective
      tenants and agents;


(xxviii)  Any
      “above-standard” cleaning including, but not limited to, construction cleanup or
      special cleanings associated with parties or events and specific tenant
      requirements in excess of service provided to Tenant, including related trash
      collection, removal, hauling and dumping;


(xxix)  The
      cost
      of any magazine, newspaper, trade or other subscriptions;


(xxx)  The
      cost
      of any training or incentive programs, other than for tenant life safety
      information services;


(xxxi)  The
      cost
      of any “tenant relations” parties, events or promotion not consented to by an
      authorized representative of Tenant in writing;


(xxxii)  “In-house”
      legal and accounting fees; and




(e)  Operating
      Expenses will be reduced by all cash discounts, trade discounts, or quantity
      discounts received by Landlord or Landlord’s managing agent in the purchase of
      any goods, utilities, or services in connection with the operation of the
      Center





(f)  If
      any
      facilities, services or utilities used in connection with the Center are
      provided from another building owned or operated by Landlord or vice versa,
      the
      costs incurred by Landlord in connection with them will be allocated to
      Operating Expenses by Landlord on an equitable basis.





(g)  In
      determining Operating Costs for any year, if less than one hundred percent
      (100%) of the Center = s
      rentable area shall have been occupied by tenants at any time during such year,
      Operating Costs shall be deemed for such year to be an amount equal to the
      like
      expenses which Landlord reasonably determines would normally be incurred had
      such occupancy been one hundred percent (100%) throughout such
      year.





(h)
      Payments on account of Tenant's share of Taxes and Operating Costs shall be
      paid
      by Tenant in equal monthly (or other periodic) installments in advance in such
      amounts as are estimated and billed by Landlord based upon the total Taxes
      and
      Operating Costs estimated to be payable in each year. Landlord may revise its
      estimates and may adjust such monthly payment at the end of any calendar month.
      The first (1st) such installment shall be due and payable on the Rent
      Commencement Date (prorated for the remaining number of days in the calendar
      year) and subsequent installments shall thereafter be due and payable at the
      beginning of each ensuing calendar month during the term.





(i)
      Within one hundred twenty (120) days, or a reasonable time thereafter, following
      the end of each calendar year in the term hereof, Landlord shall deliver to
      Tenant a statement of all Taxes and Operating Costs paid or payable by Landlord
      for such year. If the total of Tenant's monthly remittances is less than or
      greater than the Tenant's share of Taxes and Operating Costs for the preceding
      calendar year, the amount of any excess shall be credited to Tenant's next
      payments due on account of Taxes and Operating Costs. The amount of any
      deficiency shall be paid by Tenant to Landlord within thirty (30) days of the
      mailing of the statement.






10





(j)
      If
      the term of this Lease shall commence or terminate during any calendar year,
      Tenant shall be liable only for that portion of Taxes and Operating Costs for
      such year represented by a fraction, the numerator of which is the number of
      days of the term which fall within the said year and the denominator of which
      is
      Three Hundred Sixty Five (365).




**11.**  **FIXTURES,
      EQUIPMENT AND APPURTENANCES**





All
      fixtures, equipment, improvements and appurtenances attached to or built into
      the Premises prior to or during the term of this Lease, whether by Landlord
      at
      its expense or at the expense of Tenant or by Tenant, shall be and remain part
      of the Premises and shall not be removed by Tenant at the end of the term unless
      otherwise expressly provided in this Lease. All electrical, telephone,
      communication, radio, plumbing, heating and sprinkling systems, fixtures and
      outlets, vaults, paneling, molding, shelving, ventilating, silencing,
      air-conditioning and cooling equipment, shall be deemed to be included in such
      fixtures, equipment and improvements and appurtenances, whether or not attached
      to or built into the Premises. Where not built into the Premises, and if
      furnished and installed by and at the sole expense of Tenant, all removable
      electrical fixtures, carpets, drinking or tap water facilities, furniture,
      or
      trade fixtures or business equipment shall not be deemed to be included in
      such
      fixtures, equipment, improvements and appurtenances and may be, and upon the
      request of Landlord shall be, removed by Tenant upon the condition that such
      removal shall not materially damage the Premises or the Center and that the
      cost
      of repairing any damage to the Premises or the Center arising from such removal
      shall be paid by Tenant; provided, however, that any of such items for which
      Landlord shall have granted any allowance or credit to Tenant, shall be deemed
      not to have been furnished and installed in the Premises by or at the sole
      expense of Tenant. If this Lease shall be terminated by reason of Tenant's
      breach or default, then notwithstanding anything to the contrary in this Lease
      contained, Landlord shall have a lien against all Tenant's property in the
      Premises at the time of such termination to secure Landlord's rights under
      Section 26 hereof. Notwithstanding anything to the contrary contained herein,
      i f
      there
      is then no Event of Default, Tenant may remove from the Premises any trade
      fixtures, equipment, and movable furniture placed in the Premises by Tenant,
      whether or not the trade fixtures or equipment are fastened to the Premises.
      Tenant will not remove any trade fixtures or equipment without Landlord's prior
      written consent if the trade fixtures or equipment are used in the operation
      of
      the Center or if the removal of the fixtures or equipment will impair the
      structure of the Center. Whether or not there is then an Event of Default,
      Tenant will remove the alterations, additions, improvements, trade fixtures,
      equipment, and furniture as Landlord has requested in accordance with Section
      12
      below. Tenant will fully repair any damage occasioned by the removal of any
      trade fixtures, equipment, furniture, alterations, additions, and improvements.
      All trade fixtures, equipment, furniture, alterations, additions, improvements
      and other personal property not removed will conclusively be deemed to have
      been
      abandoned by Tenant and may be appropriated, sold, stored, destroyed, or
      otherwise disposed of by Landlord without notice to Tenant or to any other
      person and without obligation to account for them. Tenant will pay Landlord
      all
      expenses incurred in connection with Landlord's disposition of such property,
      including without limitation the cost of repairing any damage to the Center
      or
      the Premises caused by removal of such property, and will hold Landlord harmless
      from loss, liability, or expense arising from the claims of third parties such
      as lenders whose loans are secured by such property.






11




**12.**   **ALTERATIONS
      AND IMPROVEMENTS BY TENANT**





(a)
      Tenant shall make no alterations, decorations, installations, removals,
      additions or improvements in or to the Premises after the commencement of the
      term without Landlord's prior written consent which consent shall not be
      unreasonably withheld and then only by contractors or mechanics approved by
      Landlord. Any contractors selected by Tenant shall be required to work in
      harmony with Landlord’s contractors and sub-contractors. No installation or work
      shall be undertaken or begun by Tenant until Landlord has approved written
      plans
      and specifications therefor; and no amendments or additions to such plans and
      specifications shall be made without the prior written consent of Landlord.
      Any
      such work, alterations or decorations, installations, removals, additions and
      improvements shall be done at Tenant's sole expense and at such time and in
      such
      manner as Landlord may from time to time designate. If Tenant shall make any
      alterations, decorations, installations, or removals, additions or improvements,
      then Landlord may elect to require Tenant at the expiration of this Lease to
      restore the Premises to substantially the same condition as existed at the
      commencement of the term hereof.





(b)
      Any
      approval by Landlord or Landlord's architects and/or engineers of any of
      Tenant's drawings, plans and specifications which are prepared in connection
      with any improvements or alterations in the Premises shall not in any way be
      construed or operate to bind Landlord or to constitute a representation or
      warranty of Landlord as to the adequacy or sufficiency of such drawings, plans
      and specifications or the improvements to which they relate, for any use,
      purpose, or condition but such approval shall merely be the consent of Landlord
      as may be required hereunder in connection with Tenant's construction of
      improvements in the Premises in accordance with such drawings, plans and
      specifications under the terms of this Lease.





(c)
      Prior
      to any work being performed by Tenant pursuant to this Section 12, Tenant shall
      cause all contractors and subcontractors performing such work to file a waiver
      of mechanics' liens in the appropriate filing office for the county in which
      the
      Center is located.





(d)
      In
      the event any lien shall at any time be filed against the Premises or against
      any part of the Center by reason of work, labor, or services performed or
      alleged to have been performed, or materials furnished or alleged to have been
      furnished by for or to Tenant or to anyone holding the Premises through or
      under
      Tenant, Tenant shall forthwith cause the same to be discharged of record or
      bonded to the satisfaction of Landlord. If Tenant shall fail to cause such
      lien
      forthwith to be so discharged or bonded after being notified of the filing
      thereof, then, in addition to any other right or remedy of Landlord, Landlord
      may discharge the same by paying the amount claimed to be due, and the amount
      so
      paid by Landlord and all costs and expenses, including reasonable attorney's
      fees incurred by Landlord in procuring the discharge of such lien, shall be
      due
      and payable by Tenant to Landlord as additional rent on the first day of the
      next following month.





**13.
      SIGNS AND ADVERTISING**





Tenant
      will not place or suffer to be placed or maintained on the exterior of the
      Premises or the Center any sign, advertising matter or other thing of any kind,
      and will not place or maintain any decoration, lettering or advertising matter
      on any door or window of the Premises without first obtaining Landlord's written
      approval thereof which approval shall not be unreasonably withheld. Tenant
      further agrees to maintain such sign, decoration, lettering, advertising matter
      or other thing as may be approved in good condition and repair at all times.
      Tenant shall have the right to a sign on the Center pylon in space equal to
      that
      provided to other tenants other than Major Tenants (defined as tenants whose
      leased premises consists of 15,000 or more square feet).






12





**14.
      REPAIRS BY LANDLORD; INSPECTION**





(a)
      Landlord shall (i) keep the structure and exterior of the buildings located
      in
      the Center, as well as the plumbing, electrical, heating, ventilating and air
      -conditioning systems and the service lines furnished by Landlord to the common
      areas of the Center in serviceable condition and repair; (ii) keep the common
      areas of the Center and all other means of ingress and egress for the Premises
      and all public portions of the Center in serviceable condition and repair and
      in
      a reasonably clean and safe condition: (iii) comply with the applicable
      governmental rules, regulations, laws and ordinances affecting the Center (other
      than the individual premises leased by tenants of the Center), and (iv)
      maintain, clean and plow the roads, sidewalks and parking areas located on
      the
      Center. Landlord reserves the right to interrupt, curtail, stop and suspend
      the
      furnishing of any parking services and the operation of the plumbing,
      electrical, heating, ventilating and air-conditioning systems when necessary
      by
      reason of accident or emergency or for repairs, alterations, replacements or
      improvements which may become necessary or when it cannot secure supplies or
      labor, or by reason of any other cause beyond its control, without liability
      therefor or any abatement of rent being due thereby. The obligations of Landlord
      contained in this Section 14 (a) shall be performed at the expense of Landlord
      (subject to reimbursement by tenants as provided elsewhere in this Lease),
      except to the extent that any such obligation arises from the negligence or
      wrongful act or failure to act of Tenant, its officers, agents, employees,
      contractors or sub-contractors, or from any act or failure to act of Tenant,
      which is contrary to the terms and provisions of this Lease, in either of which
      case, Tenant shall bear the expense of the performance of such obligation by
      Landlord.




(b)
      Landlord, its agents, employees and contractors shall have the right to enter
      the Premises at all reasonable times for the purpose of making inspections
      or to
      install, maintain, repair or replace electrical, mechanical, plumbing, heating,
      ventilating and air-conditioning equipment and installations serving the common
      areas of the Center. Except in case of emergency, Landlord agrees that, to
      the
      extent reasonably possible, such inspections, installations, maintenance,
      repairs or replacements shall be made at such times in such a manner as not
      to
      unreasonably disrupt Tenant's normal business operations.





**15.
      REPAIRS BY TENANT**





(a)
      Tenant shall be responsible for all repairs or replacements required to be
      made
      to the Premises, including without limitation, HVAC, other utility systems
      and
      sprinklers, except and solely to the extent such repairs or replacements are
      expressly made Landlord's responsibility pursuant to either Section 14 above,
      or
      Section 19 below. Without limiting the foregoing Tenant shall keep the Premises
      clean and neat and in good order, making all necessary replacements and/or
      repairs and will surrender the Premises in as good condition as when received,
      excepting depreciation caused by damage by fire, unavoidable accident or act
      of
      God. Tenant will keep the inside and outside of all glass in the doors and
      windows of the Premises clean and will replace any cracked or broken glass
      with
      glass of the same kind, size and quality, will maintain the Premises at its
      own
      expense in a sanitary condition and free of insects, rodents, vermin and other
      pests; will not burn or permit undue accumulation of garbage, trash or refuse
      and will remove the same from the Premises to compactors or other receptacles,
      and will keep such refuse in proper containers in the interior of the Premises
      until removed at Tenant = s
      sole
      cost and expense. Tenant shall not overload the electrical wiring within the
      Premises or serving the Premises and will install, at its own expense, but
      only
      after obtaining Landlord's written approval, any additional electrical wiring
      which may be required in connection with Tenant's apparatus.





(b)
      Tenant shall not place a load upon the floor of the Premises exceeding the
      floor
      load per square foot which such floor was designed to carry and which is allowed
      by law. Machines, fixtures and mechanical equipment shall be placed and
      maintained by Tenant at Tenant's expense in settings sufficient to absorb and
      prevent vibration, noise and annoyance. Any moving of such equipment shall
      be at
      the sole risk and hazard of Tenant and Tenant will indemnify and save Landlord
      harmless against and from any liability, loss, injury, claim or suit resulting
      directly or indirectly from such moving.






13





(c)
      Tenant will maintain, repair and if necessary replace any HVAC unit solely
      serving the Premises. Tenant shall also maintain at all times a preventive
      maintenance contract for such unit at Tenant's sole expense.





**16.
      INSURANCE**




Tenant
      will keep in force at its expense as long as this Lease remains in effect and
      during such other time as Tenant occupies the Premises or any part thereof
      comprehensive general liability insurance including broad form endorsement,
      with
      respect to the Premises with a $1,000,000.00 combined single limit; and "all
      risk" insurance on Tenant's personal property, including trade fixtures, floor
      coverings, furniture, stock in trade, and other property removable by Tenant.
      Tenant will further deposit the policy or policies of such insurance or
      certificates thereof with Landlord, which policies shall name Landlord. its
      managing agent, lender and/or its or their designee(s) as additional named
      insured, and shall also contain a provision stating that such policy or policies
      shall not be canceled except after ten (10) days' written notice to Landlord.
      All such insurance shall be in companies and in form acceptable to Landlord.
      If
      the nature of Tenant's business is such as to place all or any of its employees
      under the coverage of local workmen's compensation or similar statutes, Tenant
      shall also keep in force, at its expense, so long as this Lease remains in
      effect and during such other times as Tenant occupies the Premises or any part
      thereof, workmen's compensation or similar insurance affording statutory
      coverage and containing statutory limits. If Tenant shall not comply with its
      covenants made in this Section 16, Landlord may cause insurance as aforesaid
      to
      be issued, and in such event Tenant agrees to pay, as additional rent, the
      premium for such insurance upon Landlord's demand.





**17.
      INDEMNITY BY LANDLORD AND TENANT; EXONERATION**





(a)
      Tenant will indemnify Landlord and save Landlord harmless from and against
      any
      and all claims, actions, damages, liability and expense, including attorney's
      fees and other professional fees connection with loss of life, personal injury
      and/or damage to property arising from or out of the occupancy or use by Tenant
      of the Premises or any part thereof or any other part of the Center occasioned
      wholly or in part by any act or omission of Tenant, its officers, employees,
      agents or contractors.





(b)
      To
      the maximum extent permitted by law, Tenant agrees to use and occupy the
      Premises and such other portions of the Center as Tenant is permitted to use
      at
      Tenant's own risk; and Landlord shall have no responsibility for any injury
      to
      persons, or loss of or damage to property, sustained or occurring in or on
      the
      Premises, or occurring elsewhere (other than in the Premises) in or about the
      Center; and in particular, not limiting the generality of the foregoing,
      Landlord shall have no responsibility for injury to persons for loss of, or
      damage to, property sustained or occurring on or about the stairways, public
      corridors, sidewalks, parking areas, roads or other appurtenances and facilities
      used in connection with the Center or the Premises arising out of the use or
      occupancy of the Center or the Premises by Tenant, or by any person claiming
      by,
      through or under Tenant, on account or based upon the act, omission, fault,
      negligence or misconduct of any person or persons other than Landlord and those
      for whose conduct Landlord is legally responsible.





(c)
      Landlord shall not be liable for any injury or damage to persons or property
      resulting from fire, explosion, falling plaster, steam, gas, electricity,
      electrical disturbance, water, rain or snow or leaks from any part of the Center
      or from the pipes, appliances or plumbing works or from the roof, street or
      subsurface or from any other place or caused by dampness or by any other cause
      of whatever nature, unless caused by or due to the negligence of Landlord,
      its
      officers, employees, agents or contractors, and then only after (i) notice
      to
      Landlord of the conditions claimed to constitute negligence and (ii) the
      expiration of a reasonable time after such notice has been received by Landlord
      without such conditions having been cured or corrected, and in no event shall
      Landlord or its agent be liable for any such damage caused by other tenants
      or
      persons in the Center or caused by operations in construc-tion of any private,
      public or quasi-public work; nor shall Landlord be liable for any latent defect
      in the Premises or in the Center.






14





(d)
      It is
      the intention of the parties that the provisions of this Section 17 shall
      require Tenant to indemnify and hold Landlord harmless with regard to acts,
      including negligence of Tenant, which result in harm to any employee of Tenant.
      This provision shall be deemed to fulfil the requirements requiring or
      permitting contribution or indemnity as set forth in Section 481 (b) of the
      Pennsylvania Workman's Compensation Act, or any successor statute.





(e)  Landlord
      will indemnify Tenant, its officers, directors, members, shareholders, partners,
      lenders, agents, and employees against, and hold them harmless from, any and
      all
      demands, claims, causes of action, fines, penalties, damages (including without
      limitation consequential damages), losses, liabilities, judgments, and expenses
      (including without limitation attorneys’ fees and court costs) arising in the
      Common Areas.





**18.
      INCREASE IN INSURANCE PREMIUMS; WAIVER OF SUBROGATION**




(a)
      Tenant will not do or suffer to be done or keep or suffer to be kept, anything
      in, upon or about the Premises which will contravene Landlord's policies
      insuring against loss or damage by fire or other hazards (including, without
      limitation, public liability) or which will prevent Landlord from procuring
      such
      policies in companies acceptable to Landlord. If anything done, omitted to
      be
      done or suffered by Tenant to be kept, in, upon or about the Premises shall
      cause the rate of fire or other insurance on the Premises or on other property
      of Landlord or of others in the Center to be increased beyond the minimum rate
      from time to time applicable to the Premises, or to any such property for the
      use or uses made thereof, Tenant shall pay, as additional rent, the amount
      of
      any such increase upon Landlord's demand.





(b)
      Landlord shall cause each insurance policy carried by it insuring the Center
      against loss by fire or any of the casualties covered by standard extended
      coverage to be written in such a manner as to provide that the insurer waives
      all right of recovery by way of subrogation against Tenant in connection with
      any loss or damage covered by the policy. Tenant will cause each insurance
      policy carried by it insuring the Premises as well as the contents thereof,
      including trade fixtures and personal property, against loss by fire or any
      of
      the casualties covered by standard extended coverage to be written in such
      a
      manner as to provide that the insurer waives all right of recovery by way of
      subrogation against Landlord in connection with any loss or damage covered
      by
      the policy. Neither party hereto shall be liable to the other for any loss
      or
      damage caused by fire or any of the casualties covered by standard extended
      coverage, which loss or damage is covered by the insurance policies maintained
      by the other party, provided that such policies are not invalidated by such
      waiver; and, provided, further, that if either party shall be unable to obtain
      the waiver of subrogation required by this Section without additional premiums
      therefor, then unless the party claiming the benefit of such waiver shall agree
      to pay such party for the cost of such additional premium within thirty (30)
      days after notice of the statement setting forth such requirement and the amount
      of additional premium, such waiver shall be of no force and effect between
      such
      party and the claiming party. It is agreed that should either party fail to
      procure such waiver, if available without additional cost (or if available
      at
      additional cost and the other party has agreed to pay such additional premium),
      it will pay to the other in liquidated damages all monies to which any subrogor
      hereunder becomes entitled and the cost of reasonable legal defense of any
      claims for subrogating.






15





**19.
      FIRE OR OTHER CASUALTY**





(a)
      If
      the Premises or any part thereof shall be damaged by fire or other casualty
      insured by Landlord and Tenant shall have given prompt written notice thereof
      to
      Landlord, Landlord shall (subject to the subsections 19 (b) or (c) hereof)
      proceed with reasonable diligence to repair or cause to be repaired such damage
      (but in no event shall Landlord be obligated to expend an amount in excess
      of
      the net proceeds of insurance made available) and if the Premises, or any part
      thereof, shall be rendered untenantable by reason of such damage, and such
      damage shall not be due to the fault of Tenant, its agents, contractors,
      employees, guests, invitees or licensees, the Annual Basic Rental, or an amount
      thereof apportioned according to the number of square feet of floor space of
      the
      Premises so rendered untenantable (if less than the entire Premises shall be
      so
      rendered untenantable), shall be abated for the period from the date of such
      damage to the date when the damage shall have been repaired as aforesaid;
      provided, however, that if Landlord shall make available to Tenant during the
      period of repair, other space in the Center reasonably suitable for the
      temporary carrying on of Tenant's business, there shall be no such abatement
      of
      Annual Basic Rental. If Landlord or any mortgagee of the Center shall be unable
      to collect the insurance proceeds (including rent insurance proceeds) applicable
      to such damage because of some action or inaction on the part of Tenant, or
      the
      agents, contractors, employees, guests, invitees or licensees of Tenant, the
      cost of repairing such damage shall be paid by Tenant and there shall be no
      abatement of rent.




(b)
      Landlord shall not be liable for any inconvenience or annoyance to Tenant or
      injury to the business of Tenant resulting in any way from damage from fire
      or
      other casualty or the repair thereof. Tenant understands that Landlord will
      not
      carry insurance of any kind on Tenant's improvements, alterations, stock in
      trade, furniture or furnishings or on any fixtures or equipment removable by
      Tenant under the provisions of this Lease, and that Landlord shall not be
      obligated to repair any damage thereto or replace the same.





(c)
      Notwithstanding subparagraphs (a) and (b) of this Section 19, if:





(i)
      the
      Center shall be so damaged by such fire or other casualty that substantial
      alteration or reconstruction of the Center shall, in Landlord's opinion, be
      required (whether or not the Premises shall have been damaged by such fire
      or
      other casualty), or





(ii)
      the
      Premises are totally or substantially damaged or rendered wholly or
      substantially untenantable, or





(iii)
      the
      Premises shall be damaged in whole or in part by such fire or other casualty
      during the last one year of the term or any extension thereof which has been
      exercised prior to the date of such casualty, or





(iv)
      the
      proceeds of insurance made available to Landlord are insufficient to pay for
      the
      costs of repairing the damage, and Landlord elects not to repair such damage,





then
      and
      in any such event, Landlord may, at its option, by giving written notice to
      Tenant within forty-five (45) days after the date of such damage, terminate
      this
      Lease and Tenant's estate hereunder, as of the date of such termination
      specified in such notice. The effect of such termination shall be the same
      as if
      the date specified in the notice were the date hereinbefore set for the end
      of
      the Term and the Annual Basic Rental and additional rental hereunder shall
      be
      apportioned as of such date.





(d)
      Notwithstanding anything contained herein to the contrary t he
      Rent
      will be abated proportionately during any period in which, by reason of any
      damage or destruction not occasioned by the negligence or willful misconduct
      of
      Tenant or Tenant's employees or invitees, there is a substantial interference
      with the operation of the business of Tenant. The abatement will be proportional
      to the area of the Premises that Tenant may be required to discontinue for
      the
      conduct of its business. The abatement will continue for the period commencing
      with the destruction or damage and ending with the completion by the Landlord
      of
      the work, repair, or reconstruction that Landlord is obligated to
      do.






16








**20.
      CONDEMNATION**





(a)
      If
      the whole or any part of the Premises shall be taken under the power of eminent
      domain, this Lease shall terminate as to the part so taken on the date Tenant
      is
      required to yield possession thereof to the condemning authority. Landlord
      shall
      make such repairs and alterations as may be necessary in order to restore the
      part not taken to useful condition and the Annual Basic Rental shall be reduced
      proportionately as to the portion of the Premises so taken. If the portion
      of
      the Premises so taken renders the balance of the Premises untenantable, taking
      into account the nature of Tenant's business, either party may terminate this
      Lease as of the date when Tenant is required to yield possession. If twenty-five
      percent (25%) or more of the total rentable floor area of the Center or the
      parking areas located in the Center are taken as aforesaid, then Landlord may
      terminate this Lease as of the date of the taking. All compensation awarded
      for
      any taking of the leasehold and/or the improvements thereon shall belong to
      and
      be the property of Landlord; provided, however, that nothing contained herein
      shall prevent Tenant from applying for reimbursement from the condemning
      authority (if permitted by law) for moving expenses, or removal of Tenant's
      furniture, business equipment and such fixtures as Tenant is permitted to remove
      hereunder, but if and only if such action shall not reduce the amount of
      compensation otherwise recoverable by Landlord from the condemning
      authority.





(b)
      Notwithstanding anything to the contrary contained herein, Tenant
      will have the right to claim and recover from the taking authority, but not
      from
      Landlord, such compensation as may be separately awarded or recoverable by
      Tenant in Tenant's own right on account of


(i)
      any
      and all costs or loss (including loss of business) that Tenant incurs in
      removing Tenant's merchandise, furniture, fixtures, leasehold improvements,
      and
      equipment to a new location,


(ii)
      the
      taking of personal property and fixtures owned by Tenant,


(iii)
      the
      unamortized portion of any real property improvements made to the Premises
      by
      Tenant at Tenant's sole cost and expense,


(iv)
      any
      loss of goodwill, and


(v)
      the
      value of Tenant's leasehold estate.





**21.
      MARKETING FUND AND PROMOTION OF CENTER**




Landlord
      has established or may establish an advertising and promotional service (herein
      the "Marketing Service") to furnish and maintain advertising and sales
      promotions which, in Landlord's judgment, will benefit the Center. Landlord
      has
      established, or may establish, a fund (the "Marketing Service Fund") to be
      used
      by Landlord to pay all costs and expenses of the Marketing Service (including
      administrative costs and insurance). In such event, Tenant shall pay each month,
      as additional rent, and as its contribution to the Marketing Service Fund,
      an
      amount established by Landlord, which shall not be in excess of ten percent
      (2%)
      of the Annual Basic Rental payable by Tenant for such month.






17





**22.
      ASSIGNMENT, MORTGAGING AND SUBLETTING**





(a)
      Tenant covenants and agrees that neither this Lease nor the terms and estate
      hereby granted, nor any interest herein or therein, will be assigned, mortgaged,
      pledged, encumbered or otherwise transferred, and that neither the Premises,
      or
      any part thereof, will be encumbered in any manner by reason of any act or
      omission on the part of Tenant, or used or occupied, or permitted to be used
      or
      occupied by anyone other than Tenant, or for any purpose other than as stated
      in
      the Fundamental Lease Provisions hereof, or be sublet, or offered or advertised
      for subletting, without the prior written consent of Landlord in every case,
      which consent shall not be unreasonably withheld. Tenant shall be responsible
      for all costs incurred by Landlord in considering and documenting any requested
      assignment or sublease, as well as Landlord's legal fees not to exceed $1,000.
      Consent by Landlord to any assignment, mortgaging or subletting shall not
      constitute a waiver of the necessity for such consent for any subsequent
      assignment, mortgaging or subletting. This prohibition includes any assignment,
      encumbrancing or subletting which would otherwise occur by operation of law,
      merger, consolida-tion, reorganization, transfer or other change of Tenant's
      corporate or proprietary structure, stock or equity. However, notwithstanding
      anything to the contrary contained herein, Tenant may encumber, assign, sell
      or
      otherwise convey up to 50 percent of Tenant’s stock or equity without being
      required to obtain written consent from Landlord.





(b)
      No
      assignment, subletting or licensing shall affect or reduce the liability of
      Tenant for the performance of the terms and provisions hereof.





(c)
      Tenant agrees that if a sublease is secured on the Premises and the rental
      rate
      under such sublease is greater than the rental rate hereunder, or if this Lease
      shall be assigned, and Tenant shall receive consideration in exchange for such
      assignment, Landlord shall receive fifty percent (50%) of this increased rental
      or consideration. If a sublease or assignment is executed, then any options
      to
      extend this Lease shall be voided, unless Landlord, in its sole discretion,
      shall agree to the contrary.





(d)
      In
      addition to Landlord = s
      right
      to approve or disapprove a proposed sublease or assignment, as hereinbefore
      set
      forth, Landlord shall have the right, to be exercised by giving notice to Tenant
      within thirty (30) days after receipt of Tenant = s
      notice
      as aforesaid, to recapture the Premises, or portion thereof, described in the
      proposed sublease or assignment. If notice of recapture is given, it shall
      serve
      to cancel and terminate this Lease with respect to the proposed sublease space,
      or, in the case of a proposed assignment, it shall serve to cancel and terminate
      the entire Term of this Lease, in either case as of the proposed effective
      date
      of any assignment or sublet and as fully and completely as if that date had
      been
      definitely fixed as the expiration of the Term of this Lease; provided, however,
      that no termination of this Lease with respect to all or part of the Premises
      shall become effective without the prior written consent, where necessary,
      of
      the holder of each mortgage to which this Lease is then subject. If this Lease
      be cancelled pursuant to the terms hereof with respect to less than the entire
      Premises, the Rent shall be adjusted on the basis of the proportion of the
      gross
      rentable square footage retained by Tenant to the gross rentable square footage
      originally demised and the lease so amended shall continue thereafter in full
      force and effect. The failure of Landlord to exercise its right of recapture
      shall not be construed in any manner to be an approval of Tenant = s
      request
      to assign or sublet, such approval to be effective only if given in writing
      by
      Landlord to Tenant.





**23.
      PERFORMANCE BY TENANT**


(a)
      Tenant covenants and agrees to perform all obligations herein expressed on
      its
      part to be performed or observed by it. If Landlord should send notice
      specifying action desired by Landlord in connection with any such obligations,
      Tenant agrees to promptly comply with the terms of such notice. If Tenant shall
      not commence and proceed diligently to comply with such notice to the
      satisfaction of Landlord within five (5) days after delivery thereof, Landlord
      may, in addition to any rights or remedies provided hereunder or at law, enter
      upon the Premises without terminating this Lease and do the things specified
      in
      said notice. Landlord shall have no liability to Tenant for any loss or damages
      resulting in any way from such action by Landlord, and Tenant agrees to pay
      promptly upon demand any expense incurred by Landlord in taking such
      action.






18





(b)
      Notwithstanding anything in this Lease to the contrary, Landlord shall have
      the
      right to immediately enter the Premises to correct any situation which, in
      the
      sole discretion of Landlord, is deemed to be of an emergency nature. Landlord
      shall have no liability to Tenant for any loss or damages resulting in any
      way
      from such action by Landlord, and Tenant agrees to pay promptly upon demand
      any
      expense incurred by Landlord in taking such action. Tenant will provide Landlord
      with a key to allow entry to the Premises for this purpose.





**24.
      BANKRUPTCY**





If
      any
      sale of Tenant's interest in the Premises created by this Lease shall be made
      under execution or similar legal process, or if a voluntary or involuntary
      petition or answer proposing the adjudication of Tenant as a bankrupt or the
      reorganization of Tenant pursuant to the Federal Bankruptcy Act or any similar
      Federal or State proceeding is filed against Tenant and such petition or answer
      is not discharged or denied within thirty (30) days of the date of the filing
      thereof; or if Tenant shall be adjudicated a bankrupt or insolvent and such
      adjudication is not vacated within ten (10) days; or if a receiver or trustee
      shall be appointed for its business or property and such appointment shall
      not
      be vacated within ten (10) days; or if a corporate reorganization of Tenant
      or
      any arrangement with its creditors shall be approved by a court under the
      Federal Bankruptcy Act or any state bankruptcy law; or if Tenant shall make
      an
      assignment for the benefit of creditors; or if in any other manner Tenant's
      interest under this Lease shall pass to another by operation of law, Tenant
      shall be deemed to have breached a material covenant and Landlord may re-enter
      the Premises and/or declare this Lease and the tenancy hereby created
      terminated. Notwithstanding such termination, Tenant shall remain liable for
      all
      rent and damages which may be due at the time of such termination and shall
      be
      liable for the damages set forth in Section 26.





**25.
      HAZARDOUS MATERIALS**





(a)
      Tenant shall not cause to brought upon the Premises any (i) hazardous substance,
      pollutant or contaminant (as defined in Section 101 of the Comprehensive
      Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C.
      S9601, as amended by the Superfund Amendments and Re-authorization Act of 1986
      (Pub. L.No. 99-499, 100 Stat. 1613 (1986) (SARA) or 40 CFR Part 261, whichever
      is applicable), or (ii) hazardous waste, residual waste or solid waste, as
      those
      terms are defined in Section 103 of the Pennsylvania Solid Waste Management
      Act,
      35 P.S. S6018.103 and/or 25 PA Code SS75.260 and 75.261 and/or Hazardous Sites
      Cleanup Act, 35 P.S. S6020.101 et seq.




(b)
      If
      Tenant shall violate the foregoing covenant, and Landlord is thereafter
      identified in any litigation, administrative proceedings or investigation as
      a
      responsible party for any liability under the above referenced laws, Tenant
      shall indemnify and agrees to hold Landlord harmless from and against all loss,
      liability, damage, expense and costs arising out of Tenant's breach of the
      representations and covenants of this Section 25. The foregoing indemnification
      shall survive the expiration or termination of this Lease.





**26.
      DEFAULT; REMEDIES**





(a) Defaults .
      Subject
      to the provisions contained in subsection 26 (c) below, if any of the following
      shall occur:





(i)
      Tenant does not pay in full when due any installment of Annual Basic Rent,
      additional rent or any other charge or payment whether or not herein included
      as
      rent,






19





(ii)
      Tenant violates or fails to perform or otherwise breaks any covenant, agreement
      or condition herein contained or any other obligation of Tenant to
      Landlord,





(iii)
      Tenant does not occupy the Premises within sixty (60) days after the Rent
      Commencement Date,





(iv)
      Tenant removes or attempts to remove Tenant's property from the Premises other
      than in the ordinary course of business without having first paid to Landlord
      in
      full all rent and any other charges that may have become due;





(v)
      Tenant or any guarantor of Tenant hereunder becomes the subject of commencement
      of an involuntary case under the federal bankruptcy law as now or hereafter
      constituted, or there is filed a petition against Tenant or any guarantor of
      Tenant hereunder seeking reorganization, arrangement, adjustment or composition
      of or in respect of Tenant or any guarantor of Tenant hereunder under the
      federal bankruptcy law as now or hereafter constituted, or under any other
      applicable federal or state bankruptcy, insolvency, reorganization or other
      similar law, or seeking the appointment of a receiver, liquidator or assignee,
      custodian, trustee, sequestrator (or similar official) of Tenant or any
      guarantor of Tenant hereunder or any substantial part of the property of either
      Tenant or any guarantor of Tenant hereunder, or seeking the winding-up or
      liquidation of its affairs and such involuntary case or petition is not
      dismissed within sixty (60) days after the filing thereof, or if Tenant or
      any
      guarantor of Tenant hereunder commences a voluntary case or institutes
      proceedings to be adjudicated a bankrupt or insolvent, or consents to the
      institution of bankruptcy or insolvency proceedings against it, under the
      federal bankruptcy laws as now or hereafter constituted, or any other applicable
      federal or state bankruptcy, reorganization or insolvency or other similar
      law,
      or consents to the appointment of or taking possession by a receiver or
      liquidator or assignee, trustee, custodian, sequestrator (or other similar
      official) of Tenant or any guarantor of Tenant hereunder or of any substantial
      part of its property, or makes any assignment for the benefit of creditors,
      or
      admits in writing its inability to pay its debts generally as they become due,
      or fails to generally pay its debts as they become due, or if Tenant or any
      guarantor of Tenant hereunder takes any action in contemplation of any of the
      foregoing, then:





(b) Landlord's
      Remedies .
      If any
      such event set forth above, and at the sole option of Landlord, in addition
      to
      all remedies Landlord may have at law or in equity,





(i)
      The
      whole balance of rent and any other charges, whether or not payable as rent,
      for
      the entire balance of the term and any renewal or extension thereof for which
      Tenant has become bound, or any part of such rent and charges, and also all
      or
      any costs and sheriff's, marshall's, constable's or other officials'
      commissions, whether chargeable to Landlord or Tenant, including watchman's
      wages, shall be taken to be due and payable and in arrears as if by the terms
      of
      this Lease said balance of rent and such other charges and expenses were on
      that
      date payable in advance.




(ii)
      The
      term of this Lease shall terminate and become absolutely void, without notice
      and without any right on the part of Tenant to save the forfeiture by payment
      of
      any sum due or by other performance of any condition, term, agreement or
      covenant broken.





**(iii)
      THE FOLLOWING SECTIONS SET FORTH WARRANTS OF AUTHORITY FOR ANY ATTORNEY TO
      CONFESS JUDGMENT AGAINST THE TENANT, AND TO HAVE TENANT'S PROPERTY SEIZED OR
      OTHERWISE SUBJECTED TO ATTACHMENT OR OTHER EXECUTION PROCESS IMMEDIATELY AFTER
      THE CONFESSED JUDGMENT IS ENTERED. IN GRANTING THESE WARRANTS OF ATTORNEY,
      TENANT REPRESENTS TO LANDLORD THAT TENANT HAS HAD AN OPPORTUNITY TO CONSULT
      WITH
      LEGAL COUNSEL ABOUT THIS MATTER, AND ACTS KNOWINGLY, INTENTIONALLY AND
      VOLUNTARILY, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE TENANT HAS OR
      MAY
      HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE
      CONSTITUTIONS OF AND LAWS OF THE UNITED STATES OF AMERICA AND THE COMMONWEALTH
      OF PENNSYLVANIA.**






20





**(B)
      Upon the expiration of the then current term of this Lease or the earlier
      termination or surrender hereof as provided in this Lease, 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 enter
      in
      any competent Court an action in ejectment against Tenant and all persons
      claiming by, through or under Tenant and therein confess judgment for the
      recovery by Landlord of possession of the Premises, for which a copy of this
      Lease, verified by affidavit, shall be sufficient warrant, whereupon if Landlord
      so desires a writ of possession or other appropriate writ under the Rules of
      Civil Procedure then in effect may issue forthwith, without any prior writ
      or
      proceedings; provided, however, if this Lease is terminated and the 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 under any of the terms of the Lease to bring
      one
      or more further action or actions as hereinbefore set forth to recover
      possession of the Premises as provided above.**




**(C)
      In any action of ejectment, Landlord shall first cause to be filed in such
      action, an affidavit made by him, or someone acting for him, setting forth
      the
      facts necessary to authorize the entry of judgment and, if a true copy of this
      Lease (and of the truth of the copy such affidavit shall be sufficient evidence)
      be filed in such action, it shall not be necessary to file the original as
      a
      warrant of attorney, any rule of Court, custom or practice to the contrary
      notwithstanding.**





(iv)
      If
      proceedings shall be commenced by Landlord to recover possession under the
      Acts
      of Assembly and Rules of Civil Procedure, either at the end of the term, or
      upon
      the earlier termination of this Lease, or for non-payment of rent or any other
      reason, tenant, specifically waives the right to the three months; notice and
      to
      the fifteen or thirty days' notice required by the Landlord and Tenant Act
      of
      1951, and agrees that five (5) days' notice shall be sufficient in either or
      any
      such case.





(v)
      After
      re-entry or retaking or recovering of the Premises, whether by way of
      termination of this Lease or not, Landlord may lease the Premises or any part
      or
      parts thereof to such person or persons and upon such terms as may in Landlord's
      discretion seem best for a term within or beyond the term of this Lease, and
      Tenant shall be liable for any loss of rent for the balance of the term and
      any
      renewal or extension for which Tenant has become bound plus the costs and
      expenses of reletting and of making repairs and alterations to the Premises.
      Further, Tenant, for itself and its successors and assigns, hereby irrevocably
      constitutes and appoints Landlord as Tenant's agent to collect the rents due
      and
      to become due from all subleases and apply the same to the rent due hereunder
      without in any way affecting Tenant's obligation to pay any unpaid balance
      of
      rent due or to become due hereunder.





(vi)
      Landlord may (but shall not be obligated to do so), in addition to any other
      rights it may have in law or equity, cure such default on behalf of Tenant,
      and
      Tenant shall reimburse Landlord upon demand for all costs incurred by Landlord
      in curing such default, including, without limitation, reasonable attorneys'
      fees and other legal expenses, together with interest thereon at the interest
      rate specified in subsection 26 (g) below, which costs and interest thereon
      shall be deemed additional rent hereunder.






21





(c) Notice
      of Default .
      Except
      as to defaults under subsections 26 (a) (i), (a) (iii), (a) (iv) and (a) (v),
      Landlord shall not exercise any right or remedy provided for in this Lease
      or
      allowed by law because of any default of Tenant, unless Landlord shall have
      first given written notice of such default to Tenant, and Tenant shall have
      failed within ten (10) days after such notice from Landlord to correct such
      default, or if such default is not susceptible of being corrected within the
      aforesaid ten (10) days, then provided Tenant shall have commenced such cure
      within the aforesaid ten (10) day period and shall diligently prosecute
      completion of same, Tenant shall have such additional time (not to exceed twenty
      (20) additional days) as Tenant may reasonably require to complete such cure;
      provided, however, that Landlord shall not be required to give, and Tenant
      shall
      not be entitled to the benefit of, any such notice or grace period (i) more
      than
      two (2) times in any twelve (12) month period, or (ii) if in Landlord's
      reasonable judgment, Tenant's delay in curing such default would materially
      jeopardize the Premises, Center, or any tenants thereof.




(d) Remedies
      Cumulative .
      All
      remedies available to Landlord hereunder and at law and in equity shall be
      cumulative and concurrent. No termination of this Lease nor taking or recovering
      possession of the Premises shall deprive Landlord of any remedies or actions
      against Tenant for rent, for charges or for damages for the breach of any
      covenant, agreement or condition herein contained, nor shall the bringing of
      any
      such action for rent, charges or breach of covenant, agreement or condition,
      nor
      the resort to any other remedy or right for the recovery of rent, charges or
      damages for such breach be construed as a waiver or release of the right to
      insist upon the forfeiture and to obtain possession. No re-entering or taking
      possession of the Premises, or making of repairs, alterations or improvements
      thereto, or reletting thereof, shall be construed as an election on the part
      of
      Landlord to terminate this Lease unless written notice of such election be
      given
      by Landlord to Tenant. The failure of Landlord to insist upon strict and/or
      prompt performance of the terms, agreements, covenant and conditions of this
      Lease or any of them, and/or the acceptance of such performance thereafter
      shall
      not constitute or be construed as a waiver of Landlord's right to thereafter
      enforce the same strictly according to the terms thereof in the event of a
      continuing or subsequent default.





(e) Expenses
      of Enforcement .
      In the
      event Landlord shall engage counsel as a result of any action by Tenant,
      regardless of whether litigation is instituted, Landlord shall be entitled
      to
      receive from Tenant the amount of Landlord's reasonable out-of-pocket legal
      fees
      and out-of-pocket expenses of counsel.





(f) Nonwaiver .
      Any
      failure of Landlord to enforce any remedy allowed for the violation of any
      provision of this Lease shall not imply the wavier of any such provision, even
      if such violation is continued or repeated and no express wavier shall affect
      any provision other than the one(s) specified in such waiver and only for the
      time and in the manner specifically stated. No receipt of monies by Landlord
      from Tenant after the termination of this Lease shall in any way (i) alter
      the
      length of the term or of Tenant's right of possession hereunder, or (ii) after
      the giving of any notice, reinstate, continue or extend the term or affect
      any
      notice given to Tenant prior to the receipt of such monies, it being agreed
      that
      after the service of notice or the commencement of a suit or after final
      judgment for possession of the Premises, Landlord may receive and collect any
      rent due, and the payment of said rent shall not waive or affect said notice,
      suit or judgment.





(g) Interest
      Rate .
      If any
      sums which Tenant is obligated to pay to Landlord are not paid when due, they
      shall bear interest at the rate of eighteen percent (18%) per annum (but in
      no
      event at a rate in excess of the highest rate allowed by law).





(h) Late
      Charge .
      Tenant
      shall pay a "late charge" of eight percent (8%) (but in no event to exceed
      the
      highest lawful rate) of any installment of Annual Basic Rent (or any other
      charge or payment considered additional rent under this Lease) when paid more
      than seven days after the due date thereof, to cover the administrative expense
      involved in handling delinquent payments.






22





**27.
      REMEDIES CUMULATIVE**





Each
      right and remedy provided for in this Lease shall be cumulative and shall be
      in
      addition to every other right or remedy provided for in this Lease or now or
      hereafter existing at law or in equity or by statute or otherwise, and the
      exercise or beginning of the exercise by Landlord or Tenant of any one or more
      of the rights or remedies provided for in this Lease or now or hereafter
      existing at law or in equity or by statute or otherwise shall not preclude
      the
      simultaneous or later exercise by the party in question of any or all other
      rights or remedies provided for in this Lease or now or hereafter existing
      at
      law or in equity or by statute or otherwise.





**28.
      SUBORDINATION; ATTORNMENT**




(a)
      Tenant's rights under this Lease are and shall always be subordinate to the
      operation and effect of any lease of land only or of land and buildings in
      a
      sale-leaseback transaction, any mortgage, deed of trust or other security
      instrument now or hereafter placed upon the Center or any part or parts thereof
      by Landlord. This clause shall be self-operative, and no further instrument
      of
      subordination shall be required. In confirmation thereof, Tenant shall execute
      such further assurances as may be requisite. In addition, Tenant agrees to
      attorn to any successor in interest to Landlord whether by purchase,
      fore-closure, sale in lieu of foreclosure, power of sale, termination of any
      lease of land only or land and buildings in a sale-leaseback transaction or
      otherwise, if so requested or required by such successor in interest, and Tenant
      agrees, upon demand, to execute such agreement or agreements in confirmation
      of
      such attornment.





(b)
      Landlord or its mortgagee, any ground lessor or other similar secured party,
      may, at their option, make this Lease superior to any such mortgage, ground
      lease or other security instrument by giving Tenant ten (10) days prior written
      notice. No other documentation shall be necessary to affect such
      change.





(c)
      If
      any person shall succeed to all or part of Landlord's interest in the Premises
      upon the exercise of any remedy provided for in any mortgage of the Premises
      now
      or hereafter recorded to which this Lease is prior as provided in subsection
      28
      (a) above, (i) Tenant shall attorn and recognize such person as Tenant's
      landlord as above provided and this Lease shall continue in full force and
      effect as a direct lease between such person and Tenant as fully and with the
      same force and effort as if this Lease had originally been entered into by
      such
      person and Tenant, except that such person shall not be liable for any act
      or
      omission of Landlord prior to such person's succession to title nor be subject
      to any offset, defense or counterclaim accruing prior to such person's
      succession to title, nor be bound by any payment of Annual Basic Rent or on
      account of the Tax Charge or Operating Costs made more than one month in advance
      (except for payments in the nature of security deposits), nor be bound by any
      modification of this Lease or any waiver, compromise, release or discharge
      of
      any obligation of Tenant hereunder unless such modification, waiver, compromise,
      release or discharge shall have been specifically consented to in writing by
      the
      mortgagee under said mortgage, and (ii) such person and each person succeeding
      to its interest in the Premises shall not be liable for any warranty or guaranty
      of Landlord under the Lease and shall be liable for the performance and
      observance of the other covenants and conditions to be performed and observed
      by
      Landlord under this Lease only with respect to the period during which such
      person shall own such interest.





(d)  (i)
      Tenant agrees that at any time and from time to time at reasonable intervals,
      within ten (10) days after written request by Landlord, Tenant will execute,
      acknowledge and deliver to Landlord and/or to such assignee, mortgagee or other
      similar secured party as may be designated by Landlord, a certificate stating
      that this Lease is unmodified and in full force and effect (or that the same
      is
      in full force and effect as modified, listing the instruments of modification),
      the dates to which rent and other charges have been paid, and whether or not
      to
      the best of Tenant's knowledge Landlord is in default hereunder (and if so,
      specifying the nature of the default), it being intended that any such statement
      delivered pursuant to this paragraph may be relied upon by a mortgagee, ground
      lessor or assignee of Landlord's interest in the Center.






23





(ii)
      The
      failure of Tenant to execute and deliver such certificate shall constitute
      a
      default hereunder, in which event Landlord, in addition to all other remedies
      available to it for such default, is hereby authorized, as attorney and agent
      of
      Tenant, to execute such certificate and in such event Tenant hereby confirms
      and
      ratifies any such certificate executed by virtue of the power of attorney hereby
      granted.





**29.
      SUCCESSORS AND ASSIGNS**





This
      Lease and the covenants and conditions herein contained shall inure to the
      benefit of and be binding upon Landlord, its successors in trust, successors
      and
      assigns, and shall be binding upon Tenant, its successors and assigns and shall
      inure to the benefit of Tenant and only such assigns of Tenant to whom the
      assignment of Tenant has been consented to in writing by Landlord as herein
      provided.


**30.
      NOTICES**





(a)
      All
      notices from Tenant to Landlord shall be in writing directed to Landlord at
      the
      address of Landlord set forth in the Fundamental Lease Provisions. All notices
      from Landlord to Tenant shall be in writing directed to Tenant at the address
      set forth in the Fundamental Lease Provisions. Either party may designate in
      writing a substitute address for notices, and thereafter notices shall be
      directed to such substitute address. Notices shall be given by certified mail,
      return receipt requested or express delivery service.





(b)
      After
      receiving notice from any person, firm or other entity that it holds a mortgage
      which includes the Premises as part of the mortgaged premises, or that it is
      the
      ground lessor under a lease with Landlord, as ground lessee, which includes
      the
      Premises as part of the demised premises, no notice from Tenant to Landlord
      shall be effective unless and until a copy of the same is given to such holder
      or ground lessor, and the curing of any of Landlord's defaults by such holder
      or
      ground lessor shall be treated as performance by Landlord. For the purposes
      of
      this Lease, the term "mortgage" when used in the context of a landlord's
      mortgage includes a mortgage on a leasehold interest of Landlord (but not one
      on
      Tenant's interest).





**31.
      APPLICABLE LAW**





This
      Lease shall be construed under the laws of the state in which the Center is
      located.





**32.
      CAPTIONS AND HEADINGS**





Captions
      and headings are for convenience and reference only.





**33.
      JOINT AND SEVERAL LIABILITY**





If
      two or
      more individuals, corporations, partnerships or other business associations
      (or
      any combination of two or more thereof) shall sign this Lease as Tenant, the
      liability of each such individual, corporation, partnership, or other business
      association to pay rent and perform all other obligations hereunder shall be
      deemed to be joint and several. In like manner, if the Tenant named in this
      Lease shall be a partnership or other business association, the members of
      which
      are, by virtue of statute or general law, subject to personal liability, the
      liability of each such member shall be joint and several.






24





**34.
      BROKERAGE COMMISSION**





Each
      of
      the parties represents and warrants that there are no claims for brokerage
      commissions or finder's fees in connec-tion with the execution of this Lease,
      and agrees to indemnify the other against, and hold it harmless from, all
      liabilities arising from any such claim (including, without limitation, the
      cost
      of counsel fees in connection therewith).





**35.
      NO OPTION**





The
      submission of this Lease to Tenant for examination does not constitute a
      reservation of or option for the Premises, and this Lease becomes effective
      only
      upon execution and delivery thereof by Landlord.





**36.
      NO MODIFICATION**




This
      Lease and the Schedules or Exhibits attached hereto are intended by the parties
      as a final expression of their agreement and as a complete and exclusive
      statement of the terms thereof, all negotiations, consideration and
      representations between the parties having been incorporated herein. No course
      of prior dealings between the parties or their affiliates shall be relevant
      or
      admissible to supplement, explain or vary any of the terms of this Lease.
      Acceptance of, or acquies-cence in, a course of performance rendered under
      this
      or any prior agreement between the parties or their officers, employees, agents
      or affiliates shall not be relevant or admissible to determine the meaning
      of
      any of the terms of this Lease. No representations, understandings or agreements
      have been made or relied upon in the making of this Lease other than those
      specifically set forth herein. This Lease can only be modified by a writing
      signed by all of the parties hereto or their duly authorized
      agents.





**37.
      SEVERABILITY**





If
      any
      term or provision, or any portion thereof, of this Lease, or the application
      thereof to any person or circumstances 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.





**38.
      THIRD PARTY BENEFICIARY**





Nothing
      contained in this Lease shall be construed so as to confer upon any other party
      the rights of a third party beneficiary as to any provision contained
      herein.





**39.
      TRANSFER BY LANDLORD**





In
      the
      event of any sale, transfer or other disposition of Landlord's interest in
      the
      Center, Landlord shall automatically and without any further act or instrument
      be released and relieved of and from any and all obligations and liabilities
      of
      Landlord accruing from and after the date of such transfer and in such event
      Landlord's successor or transferee by accepting such sale, transfer and
      assignment shall hereby automatically assume and be liable for all obligations
      and liabilities of Landlord which accrue from and after such sale or transfer
      and Tenant agrees to look solely to such successor or transferee for the
      perform-ance of any such duties and obligations and in satisfaction of all
      such
      liabilities under this Lease.






25





**40.
      LIMITATION OF LIABILITY OF LANDLORD**





Any
      agreement, obligation or liability of Landlord is made, entered into or incurred
      on the express condition that Tenant's only recourse under this Lease or
      otherwise in the event of a default by Landlord of any such agreement,
      obligation or liability of Landlord hereunder or otherwise, shall be limited
      to
      Landlord's interest in the Center.





**41.
      PARKING**





(a)
      Landlord agrees that Tenant and Tenant's employees, guests and invitees shall
      have the non-exclusive right, in common with others entitled thereto, to utilize
      the parking area located on the Center except that Tenant, its employees,
      invitees and guests shall not have the right to use parking spaces which are
      reserved for handicapped parking or which are otherwise set aside or reserved
      by
      Landlord.




(b)
      Tenant's use of all parking areas shall be subject to any rules and regulations
      relating thereto included from time to time in the Center's Rules and
      Regulations (including the establishment of a parking area for the employees
      of
      tenants). Landlord shall not be responsible for any vandalism or other damages
      from any cause occurring to automobiles or their contents while located in
      such
      parking spaces or moving in the parking area.





**42.
      SUBSTITUTE SPACE**





In
      the
      event that a tenant or occupant of the Center desires to expand its premises
      into the Premises or if a proposed tenant desires to lease space which includes
      the Premises, if Landlord so requests, Tenant shall vacate the Premises and
      relinquish its rights with respect to the same provided that Landlord shall
      provide to Tenant substitute space in the Center, such space to be reasonably
      comparable in size, layout, finish, visibility, accessibility and utility to
      the
      Premises, and further provided that said substitute space does not have a
      material adverse affect on Tenant in conducting Tenant’s business, and that
      Landlord shall, at its sole cost and expense, move Tenant and its removable
      property from the Premises to such new space in such manner as will minimize,
      to
      the greatest extent practicable, undue interference with the business or
      operations of Tenant. Any such substitute space shall, from and after such
      relocation, be treated as the Premises under this Lease and shall be occupied
      by
      Tenant under the same terms, provisions and conditions as are set forth in
      this
      Lease.





**43.
      COVENANTS AND CONDITIONS**





All
      of
      the covenants of Tenant hereunder shall be deemed and construed to be
      "conditions", if Landlord so elects, as well as "covenants" as though the words
      specifically expressing or importing covenants and conditions were used in
      each
      separate instance.





**44.
      TIME OF ESSENCE**





Time
      is
      of the essence of this Lease and each of its provisions.





**45.
      MODIFICATIONS FOR LENDER**





If
      in
      connection with obtaining financing or re-financing for the Center, the lender
      shall request reason-able modifications in this Lease as a condition to such
      financing, Tenant will not unreasonably withhold, delay or defer its consent
      thereto, provided that such modifications do not increase the obligations of
      Tenant hereunder or materially adversely affect the leasehold interest hereby
      created or Tenant's rights hereunder.






26





**46.
      HOLDING OVER**





Any
      holdover by Tenant after the expiration of the term of this Lease shall be
      treated as a daily tenancy at sufferance at a rate equal to two (2) times the
      Annual Basic Rent plus other additional rent charges herein provided (pro-rated
      on a daily basis) and shall otherwise be on the terms and conditions set forth
      in this Lease as far as applicable.





**47.
      RULES AND REGULATIONS**





Landlord
      shall have the right from time to time to prescribe rules and regulations which,
      in its judgment, may be desirable for the use, entry, operation and management
      of the Premises and Center each of which rules and regulations and any
      amendments thereto shall become a part of this Lease without further action
      of
      the parties. Tenant shall comply with all such rules and
      regulations.





27




**48.
      TITLE**





Landlord's
      title is and always shall be paramount to the title of Tenant. Nothing herein
      contained shall empower Tenant to do any act which can, shall or may encumber
      the title of Landlord.





**49.
      PRIOR LEASE**





On
      the
      Rent Commencement Date, the existing Lease Agreement, between Landlord and
      Tenant for other space in the Center shall automatically terminate, and Tenant
      shall vacate such premises on or before that date. Tenant shall be responsible
      for compliance with all terms and conditions of such prior lease to the extent
      they relate to the period prior to its termination date, or expressly survive
      lease termination.





**50.
      WAIVER OF JURY TRIAL**





****  **LANDLORD
      AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
      BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER, ON OR IN RESPECT
      TO
      ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
      THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, TENANT'S USE OR OCCUPANCY
      OF
      THE PREMISES AND/OR CLAIM OF INJURY OR DAMAGES.**





IN
      WITNESS WHEREOF Landlord and Tenant, intending to be legally bound hereby,
      have
      each duly executed this Lease under their respective seals as of the day and
      year first above written.






UNITED
      BANK OF PHILADELPHIA  (Tenant)





By:
      ______________________________________________





Its:
      _____________________________________________








28





PROGRESS
      TRUST, INC.   (Landlord)










By:
      _____________________________________________




29





EXHIBIT
      “B”


LANDLORD’S
      WORK





Landlord
      shall perform the work set forth herein prior to delivery of the Premises to
      Tenant. Any work beyond that set forth herein required to enable Tenant to
      operate its business in the Premises shall be the sole responsibility of
      Tenant.





1.  FLOORING:
      Concrete floors throughout ready for Tenant's finish.





2.  WALLS:
      Provide unpainted and insulated drywall (taped and spackled) along the front
      and
      side walls. The rear wall shall be exposed uninsulated Concrete Masonry Units
      or
      brick. Demising walls between stores shall extend to the underside of the roof
      deck.





3.  STORE
      DOORS: Storefront with doors per plans approved by Landlord and Tenant. Panic
      hardware will be provided on the rear door or as required by applicable building
      codes.





4.  WINDOWS.
      Windows will be supplied in accordance with plans approved by Landlord and
      Tenant.





5.  PLUMBING:
      Rough-in 3⁄4 inch water service shall be provided at location per approved plans.
      Landlord shall provide individual meter.





6.  HEATING,
      VENTILATION AND AIR CONDITIONING (HVAC): A new self contained heating and air
      conditioning roof top unit is included and is sized based on one (1) ton per
      400
      square feet of floor area. One drop supply duct and return lined duct into
      Tenant's space is included. Branch ductwork, diffusers and return air grilles,
      are not included and are to be supplied by the Tenant. Tenant is responsible
      for
      maintenance and cost of the HVAC system servicing Tenant's Premises utilizing
      Landlord approved contractor.





7.  ELECTRICAL:
      200 amp 208/120 service panel and meter at location per approved plans.
      .


8.  FIRE
      PROTECTION: Tenant space shall be sprinklered in applicable codes and delivered
      with heads turned up. Any modifications required shall be the responsibility
      of
      the Tenant.