Exhibit 10(a)






               LEASE FOR BRANCH OFFICE LOCATED AT TWO PENN CENTER






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                  ORESTES REAL ESTATE CORPORATION H V (LESSOR)
                  --------------------------------------------

                      UNITED BANK OF PHILADELPHIA (LESSEE)
                      ------------------------------------

                   SPACE: APPROXIMATELY 4,769 RENTABLE SQUARE
                              FEET ON GROUND FLOOR,
                          ----------------------------

                             TWO PENN CENTER PLAZA
                          ----------------------------

                          INITIAL TERM: TEN (10) YEARS
                          ----------------------------


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                                TABLE OF CONTENTS

Article                                                      Page

1.    Term . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.    Rent . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.    Security Deposit . . . . . . . . . . . . . . . . . . . . 8

4.    Condition of Premises and Lessee's Work . . . . . . . .  9

5.    Use . . . . . . . . . . . . . . . . . . . . . . . . . . 15

6.    Occupancy, Assignment and Subletting . . . . . . . . . .17

7.    Alterations . . . . . . . . . . . . . . . . . . . . . . 18

8.    Rules and Regulations . . . . . . . . . . . . . . . . . 19

9.    Fire or Other Casualty; Waiver of Subrogation . . . . . 20

10.   Lessor's Right to Enter . . . . . . . . . . . . . . . . 22

11.   Insurance . . . . . . . . . . . . . . . . . . . . . . . 22

12.   Release of Lessor . . . . . . . . . . . . . . . . . . . 24

13.   Indemnity . . . . . . . . . . . . . . . . . . . . . . . 24

14.   Repair and Maintenance; Other Services . . . . . . . .  25

15.   Utilities . . . . . . . . . . . . . . . . . . . . . . . 26

16.   Events of Default-Remedies . . . . . .. . . . . . . . . 27

17.   Intentionally Omitted . . . . . . . . . . . . . . . . . 32

18.   Subordination . . . . . . . . . . . . . . . . . . . . . 32

19.   Condemnation . . . . . . . . . . . . . . . . . . . . .  32

20.   Limitation on Lessor's Liability . . . . . . . . . . .  33

21.   Parties Bound . . . . . . . . . . . . . . . . . . . . . 33

22.   Notices . . . . . . . . . . . . . . . . . . . . . .  .  34

23.   Condition of Premises . . . . . . . . . . . . . . .  .  34

24.   Number and Gender . . . . . . . . .. . . . . . . . . .  35

25.   Captions . . . . . . . . . . . . . . . . . . . . . . .  35

26.   Amendments . . . . . . . . . . . . . . . . . . . . . .  35

27.   Partial Invalidity . . . . . . . . . . . . . . . . . .  35

28.   Lessee's Estoppel Certificate . . . . . . . . . . . . . 35

29.   Holding Over . . . . . . . . . . . . . . . . . . . . .  36

30.   Entire Agreement . . . . . . . . . . . . . . . . . . .  36

31.   Changes to Building . . . . . . . . . . . . . . . . . . 36

32.   Brokers . . . . . . . . . . . . . . . . . . . . . . . . 37

33.   Liens . . . . . . . . . . . . . . . . . . . . . . . . . 37

34.   Existing Lease . . . . . . . . . . . . . . . . . . . .  38

35.   Untenantability . . . . . . . . . . . . . . . . . . . . 39

36.   Lessor's Additional Representations and Warranties . .  39

37.   Lessor's Additional Covenants . . . . . . . . . . . . . 40

38.   Lessor's Default . . . . . . . . . . . . . . . . . . .  40

39.   Communications Antenna or Dish . . . . . . . . . . . .  41

40.   Consents and Approvals . . . . . . . . . . . . . . . .  41

41.   Authority . . . . . . . . . . . . . . . . . . . . . . . 41

42.   Condition Precedent . . . . . . . . . . . . . . . . . . 41





Exhibits

"A" = Location of the premises.

"C" = Rules and Regulations.


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                                      LEASE

     THIS LEASE made this 2nd day of February, 1994, between Orestes Real Estate
Corporation  B.V.,  a  Netherlands  corporation  ("Lessor"),  and United Bank of
Philadelphia, a banking corporation organized under the laws of the Commonwealth
of Pennsylvania ("Lessee").

                              W I T N E S S E T H:

     Lessor  hereby  demises  and  lets  unto  Lessee  all  that  certain  space
constituting a portion of the ground floor level (such portion, the "premises"),
as shown on the plan marked Exhibit "All attached hereto and made a part hereof,
in the building known as Two Penn Center Plaza (the  "building") in Philadelphia
County,  Philadelphia,  Pennsylvania,  TOGETHER  WITH,  and  appurtenant  to the
premises,  the right to `use in common with Lessor and other tenants,  occupants
and visitors to the  building,  the building  lobby and the common  walkways and
sidewalks of the lot on which the  building is located.  Lessor and Lessee agree
that the premises consists of approximately  4,769 rentable square feet of space
(the  "Floor  Area").  The Floor Area is  measured  from the outside of exterior
walls,  shaft walls or corridors or the center of any common walls,  as the case
may be.

     This lease is made on and is subject to the following terms and conditions:

Article 1.  Term.

     (A) The term of this lease shall,  in addition to the preoccupancy  period
described  below,  consist of an initial term and,  subject to the provisions of
clause  (C) of this  Article 1, up to two (2)  extended  terms of five (5) years
each.  As used in this lease,  the phrase  "preoccupancy  period" shall mean the
period  beginning  on the date  hereof and ending on the  earlier of the date on
which  Lessee  opens for  business  with the public at the  premises or the date
which is four (4)  months  after the date on which  Lessee  has  delivered  this
lease, as executed by Lessee, to Lessor, subject to extension as provided below.
Lessor shall  promptly  execute and deliver this lease to Lessee  following  its
receipt,  and shall  confirm  to  Lessee  Lessor's  obligation  to  advance  the
Allowance  (as defined  below)  pending such  execution  and delivery by Lessor.
During the preoccupancy  period,  no rent or other sums shall be due from Lessee
hereunder but Lessee shall,  in common with Lessor,  have access to the premises
for the purpose of designing  and  constructing  Lessee's  Work (as  hereinafter
defined). Lessor and Lessee shall cooperate


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in scheduling the construction of Lessee's Work and Lessor's Work (as
hereinafter defined), which shall also be completed during the preoccupancy
period, so that all such work may be completed in timely fashion within four (4)
months from the date on which Lessee delivers this lease to Lessor; provided,
however, that Lessee's Work shall in no event interfere with the completion of
Lessor's Work.

     The  initial  term of this lease shall be ten (10) years  beginning  on the
date  (the  "Commencement  Date")  which is the day  immediately  following  the
expiration of the preoccupancy  period,  and ending on the last day of the 120th
full calendar month following the Commencement  Date (such date, the "Expiration
Date") (or until such term  shall  sooner  cease and  terminate  as  hereinafter
provided).  It is understood and agreed that if the term of this lease commences
on a day other than the first day of a calendar month,  regardless of the reason
therefor,  the term  hereof  shall  end on the last  day of the  calendar  month
immediately  preceding  the month in which the term hereof  would  expire if the
full stated terns hereof were measured from the actual  Commencement Date of the
lease. When the Commencement and Expiration Dates have been determined as herein
provided,  either party hereto shall, at the written request of the other,  join
in  the  execution  of  a  written   addendum  to  this  lease  confirming  such
Commencement and Expiration Dates.

     (B) For the  purposes  of this lease,  the term  "lease  year" shall mean a
period of 12 consecutive  calendar months,  the first full lease year commencing
on the  Commencement  Date, and each succeeding lease year shall commence on the
anniversary  date of the first lease year.  Any portion of a lease year which is
less than a full lease year shall be a partial lease year.

     (C) Provided that there is no outstanding  and uncured event of default (as
defined  below) under this lease,  Lessee shall have the option,  subject to the
terms and  conditions  of this  clause (C), to extend the term of this lease for
two (2) additional consecutive renewal periods of five (5) years each, the first
renewal  period  commencing  on the  first  day  following  the day on which the
initial term expires and terminating sixty (60) calendar months thereafter,  and
the second  renewal period (which shall only be available if Lessee has properly
exercised  the first renewal  period)  commencing on the first day following the
day on which the  first  renewal  period  expires  and  terminating  sixty  (60)
calendar months  thereafter,  such renewal periods being upon all the same terms
and conditions contained herein (except that no further renewal options shall be
created in favor of Lessee) or then in effect,  except that the minimum rent due
for

                                       -2-


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such renewal periods, determined separately for each renewal period, shall be
determined as provided in Article 2, below. In the event Lessee desires to
exercise the foregoing renewal options, Lessee shall notify Lessor, in writing
(the "First Notice"), not less than nine (9) calendar months before the
expiration date of the then-current term. Promptly following Lessor's receipt of
Lessee's First Notice, the Market Rent (as defined in Article 2 hereof) shall be
determined pursuant to provisions of Article 2 for the applicable renewal
period. Lessee may only exercise the renewal options provided herein by sending
the Second Notice (as defined in Article 2 hereof) to Lessor on or before the
date which is six (6) months prior to the expiration date of the then-current
term, time being of the essence, which Second Notice shall constitute formal
exercise of the applicable renewal option. If Lessee fails to send the Second
Notice in the manner and within the time herein set forth or cancels the First
Notice as provided in Article 2 hereof in timely fashion, this lease shall
expire on the expiration date of the then-current term. If Lessee properly
exercises the renewal option by sending the Second Notice, this lease shall
continue through the applicable renewal period on the terms and conditions
herein set forth but at the new minimum rent determined pursuant to Article 2
hereof, and such change in minimum rent shall not impair or affect in any manner
Lessee's obligations with respect to additional rent hereunder. Lessee's Second
Notice shall constitute an amendment to this lease and no further amendment
shall be necessary in order to confirm the terms of such renewal option, but
Lessee shall, at Lessor's written request, enter into an appropriate written
amendment to this lease confirming the exercise of such renewal option, the
minimum rent due hereunder for the applicable renewal period and the new
Expiration Date of this lease. If Lessee does so exercise said renewal option,
the minimum rent shall be determined pursuant to Article 2 hereof and shall be
binding on both parties when so determined. Lessee shall have no other right or
option to extend the term of this lease except as expressly set forth in this
clause (C).

Article 2.  Rent.

     (A) Minimum Rent.

          (i) Lessee  covenants and agrees to pay to Lessor annual  minimum rent
     in the  amounts set forth below for the  periods  indicated,  which  annual
     minimum rent shall be paid by Lessee without  notice,  demand or, except as
     otherwise expressly provided to the contrary in this lease,  set-off in the
     respective monthly  installments set forth below, in advance,  on or before
     the first day of each calendar month of the germ of this lease.

                                     - 3 -


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Minimum rent for the first full month of the term and any preceding partial
calendar month shall be payable upon execution of this lease. If there is a
partial calendar month at the beginning of the initial term of this lease, the
minimum rent for such partial month, prorated on a per diem basis, shall be paid
on the Commencement Date.

          (ii) The annual  minimum  rent due under this  lease,  and the monthly
     installments  thereof,  shall be in the  following  amounts for the periods
     indicated:

Portion of Lease Term         Annual Minimum Rent        Monthly Installment

lease year 1                      $ 88,226.50                $ 7,352.21
lease year 2                      $ 92,995.50                $ 7,749.63
lease year 3                      $104,918.00                $ 8,743.17
lease year 4                      $138,301.00                $11,525.08
lease year 5                      $147,839.00                $12,319.92
lease year 6
  through 10;                     $157,377.00                $13,114.75
  inclusive
lease year 11
  through 15,                     90% of Market Rent (as defined and
  inclusive (the                  determined below)
  first renewal
  period) if applicable,
  and lease years 16
  through 20, inclusive,
 (the second renewal
  period), if applicable

     If minimum rent is charged at more than one rate during any calendar month,
it shall be prorated on a per diem basis.

     As used herein the phrase "Market Rent" shall mean the amount determined by
reference to the market for space in the building and in comparable buildings in
center  city  Philadelphia  that a willing  landlord  would  offer and a willing
tenant would accept in an arms length  transaction for a new lease of such space
(a)  commencing on the first day of the relevant  renewal term,  (b) expiring on
the fifth anniversary of such  commencement,  (c) providing for no free rent, no
work to be done by the  landlord to prepare  the  premises  for the  tenant,  no
contribution  by the  landlord  toward  the  tenant's  cost  to so  prepare  the
premises,  and no other allowances or lease  concessions,  and (d) having a 1994
base  year  for  purposes  of  determining  real  estate  tax  escalations.   In
determining  the Market Rent,  consideration  shall also be given to  applicable
measurement and loss factors, lengths

                                       -4-


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of lease term, differences in size of the space demised, the age and location of
the buildings, the amenities in the buildings, differences in base years or stop
amounts and other factors normally taken into account in determining fair market
rent. The Market Rent shall be determined as follows (and determined separately
for the first and second renewal periods, if applicable):

     Within  thirty  (30) days  following  Lessor's  receipt of  Lessee's  First
     Notice,  Lessor will notify  Lessee in writing (the  "Lessor's  Notice") of
     Lessor's  determination  of the  Market  Rent  for the  applicable  renewal
     period, with the minimum annual rent for such renewal period being equal to
     900 of the Market Rent, as aforesaid. Within thirty (30) days after receipt
     of the Lessor's Notice,  Lessee shall notify Lessor in writing (the "Second
     Notice") that Lessee (A) rescinds the First Notice,  in which case Lessee's
     exercise of the  relevant  option  shall be null,  void arid of no force or
     effect,  (B) accepts  Lessor's  determination  of the Market  Rent,  or (C)
     elects to have the Market Rent determined by appraisal. If Lessee elects to
     have the Market Rent  determined by  appraisal,  Lessee shall in the Second
     Notice appoint a qualified and  experienced real  estate appraiser holding
     the MAI  designation  or its  equivalent.  Lessor,  within  ten  (10)  days
     following receipt of such notice, shall designate a second appraiser having
     such  qualifications.  If Lessor fails to appoint an appraiser  within said
     10-day period,  the single appraiser selected by Lessee shall determine the
     Market Rent for the applicable  renewal period.  The two appraisers,  if so
     selected,  shall appoint a third appraiser having such qualifications,  and
     the three  appraisers so selected  shall be instructed to meet and,  within
     thirty (30) days  following  the  appointment  of the third  appraiser,  to
     determine by majority  vote the fair  market.  rental value of the premises
     for the  applicable  renewal  period,  taking  into  account  all  relevant
     factors, and to advise the parties hereto in writing of their decision. The
     decision of such appraisers  shall be conclusive and binding on the parties
     hereto,  provided  always that Lessee sends the Second  Notice to Lessor as
     herein provided.  The fees and expenses of such appraisers shall be paid by
     Lessor and Lessee in equal shares. Following the

                                       -5-


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     determination  of the minimum annual rent for the  applicable  renewal term
     pursuant  to this  Article 2,  either  party  shall upon the request of the
     other enter into an appropriate  written amendment to this lease confirming
     the exercise of the renewal option,  the minimum rent due hereunder for the
     applicable renewal period and the new Expiration Date of this lease.

     Notwithstanding anything contained in this Lease to the contrary, if Market
     Rent is to be  determined  by  appraisal,  Lessee  shall  have  the  right,
     exercisable in writing at any time prior to the determination of the Market
     Rent by the appraisers,  to withdraw the exercise of the applicable option,
     and in such case the prior  exercise of such option  shall be null and void
     and of no force or effect.  If Lessee  withdraws the exercise of any option
     as aforesaid,  then,  Lessee shall be  responsible  for all of the fees and
     expenses of the appraisers, including the appraiser appointed by Lessor.

          (iii) All rent and other sums to be paid by Lessee to Lessor hereunder
     shall be sent to Post  Office Box 7777  W2930,  Philadelphia,  Pennsylvania
     19175,  or to such other address as Lessor  may from time to time designate
     in writing.

     (B) Real Estate Taxes; Other Business Taxes.

          (i) Lessee will pay to Lessor,  as additional rent, 0.958% of the real
     estate taxes  assessed  against the land and building of which the premises
     are a part iii excess of the real estate taxes for 1994 (the "base  year"),
     such  amounts  to be paid in  equal  monthly  installments  of  one-twelfth
     (1/12th) of the amount due on the date when minimum  rent is due  hereunder
     beginning with the month of January,  1995, at the earliest.  Lessor hereby
     confirms to Lessee that the  foregoing  percentage  has been  determined by
     dividing the rentable square footage of the premises by 497,834,  the total
     rentable square footage of the building.  Lessor agrees with Lessee that if
     the real  estate  taxes for the base year are  reduced by reason of any tax
     appeal brought by Lessor or otherwise,  Lessor shall  nevertheless  use the
     real  estate  taxes  as  originally  billed  and  assessed  by the  City of
     Philadelphia  for  the  base  year  in  determining   Lessee's  obligations
     hereunder,  but Lessee  shall not be  entitled to any refund as a result of
     such reduction in base year real estate taxes.

                                       -6-


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     For  purposes  of this  paragraph,  a tax  bill  issued  by the  applicable
governmental  authorities shall be sufficient  evidence of the real estate taxes
assessed  against the land and building of which the premises are a part and the
amount shown on such bill shall be used for calculation of the amount to be paid
by Lessee.  Any  adjustment of rent made pursuant to this paragraph (a) shall be
based upon the gross amount (i.e.,  not  discounted)  of such taxes for the base
year and all  subsequent  years  and (b)  shall  not  include  any  interest  or
penalties arising from any late payment by Lessor. If adjustment of rent becomes
necessary,  pursuant to this paragraph,  Lessor shall so notify Lessee,  and all
monthly  installments  of rent due  thereafter  (from and after January 1, 1995)
shall reflect 1/12 of the amount of such adjustment (which will be calculated on
an annual  basis)  until a new  adjustment  becomes  effective  pursuant to this
paragraph. If the adjustment applies to a period for which rent has already been
paid,  Lessee will pay Lessor the  difference  in rent for such period  promptly
upon demand. Any such adjustment applicable to any period less than a full month
will be prorated.

          (ii) The amount of special taxes or special assessments to be included
     shall be limited to the amount of the installment (plus any interest, other
     than  penalty  interest,  payable  thereon) of such  special tax or special
     assessment  required  to be paid  during  the year in respect of which such
     taxes are being determined,  if such special tax or assessment is permitted
     to be paid in installments.

          (iii) There shall be excluded from real estate taxes all income taxes,
     excess profit taxes,  gross receipt taxes,  excise taxes,  franchise taxes,
     stock  taxes,  gift taxes,  estate,  succession,  inheritance  and transfer
     taxes.

          (iv) If Lessor  receives  a refund of real  estate  taxes for any year
     after  the base  year,  the  real  estate  taxes  for  such  year  shall be
     recalculated  to reflect  the amount of the  refund  received  by Lessor in
     excess of base year  taxes,  and  Lessor  shall  pay to Lessee  (or  credit
     against the  installments of rent next due under this lease) the difference
     between the amount paid by Lessee  pursuant to this  Article and the amount
     which was actually due, taking the refund into account.

          (v) Lessee has  advised  Lessor that Lessee does not intend to pay use
     and  occupancy  tax under this  lease.  In lieu of the payment of such tax,
     Lessee shall timely  complete  all forms and  documents  required to comply
     with all Philadelphia Code Sections and Philadelphia  Department of Use and
     Occupancy Tax Regulation Sections setting forth filing requirements for



                                      -7-


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     landlords  whose  tenants  fail to pay  use and  occupancy  tax  (which  is
     presently  Philadelphia Code Section  19-01906(5)(b) and Regulation Section
     405(i)),  and submit all  required  forms and  documents  to Lessor in form
     complete and  adequate  for filing as necessary  prior to the date on which
     they are required to be filed with the appropriate office. Lessee agrees to
     indemnify,  defend and hold  harmless  Lessor  from and against any and all
     claims,  liabilities,  damages, fines, penalties,  costs and expenses which
     may be incurred or  suffered by Lessor  arising out of Lessee's  failure to
     pay use and occupancy tax. In the event that a final and unappealable order
     is entered against Lessee with regard to its liability  under  Philadelphia
     Code Section  1901906(5)(b)  and Regulation  Section  405(i),  or any other
     Philadelphia  Code Section of Philadelphia  Department of Use and Occupancy
     Regulation  Section,  which would  require the payment of use and occupancy
     taxes due under the Lease,  then Lessee shall  promptly pay all such taxes,
     including overdue tax payments, penalties and late charges. Notwithstanding
     the foregoing,  Lessee shall have no obligation to indemnify Lessor for any
     costs or expenses  arising 'by virtue of Lessor's failure to file the forms
     and documents provided by Lessee as set forth above in a timely fashion.

Article 3. Security Deposit.

     As security for the faithful  performance  and  observance by Lessee of the
covenants and conditions of this lease,  Lessee shall,  within fifteen (15) days
after the date on which  Lessee and Lessor  have  executed  and  delivered  this
lease, deliver to Lessor an irrevocable  commercial letter of credit in form and
issued by a  commercial  bank  satisfactory  to Lessor  in  Lessor's  reasonable
commercial  discretion  (together  with and amendments  thereto or  replacements
thereof,  the  "Letter of  Credit"),  which  Letter of Credit  shall (i) have an
initial  expiry  date of not less than one (1) year from the date  issued,  (ii)
identify  Lessor as the  beneficiary  thereunder,  (iii) be in the initial  face
amount of $75,000.00,  (iv) permit partial draws thereunder, and (v) be drawable
on  Lessor's  sight  draft  specifying  that such  amounts  are due from  Lessee
hereunder.  Lessee  shall  maintain  such  Letter of Credit by  causing it to be
renewed or replaced  not less than  thirty  (30) days prior to its  then-current
expiry date, all in accordance with the requirements set forth above except that
(i) upon ~the  expiration  of lease  year'3,  the face  amount of the  Letter of
Credit shall be reduced to  $37,500.00,  and (ii) upon the  expiration  of lease
year 5 and  provided  no event  of  default  has  occurred  which is  continuing
hereunder,  the  Letter of Credit  shall be  returned  to Lessee  and no further
Letter of Credit shall be required hereunder. Lessee shall take all

                                      -8-


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actions required in connection with obtaining and maintaining the Letter of
Credit, except that Lessor will pay the actual and reasonable fees of the issuer
of the Letter of Credit in issuing, renewing or replacing the same, such amounts
to be paid within ten (10) days following written request to Lessor. Lessor may
draw on the Letter of Credit (a) upon the occurrence of any event of default
under this lease, (b) upon Lessee's failure to renew or replace the Letter of
Credit as herein provided, or (c) upon the termination of this lease pursuant to
Article 42 hereof, with Lessor, under clauses (a) and (c), entitled to draw the
amount then due and owing by Lessee hereunder and, under clause (b), the entire
face amount of the Letter of Credit to be held as a cash security deposit
hereunder without interest. Upon a draw on the Letter of Credit, Lessor may
apply the amount drawn toward the payment of any rent and additional rent and
any other charge as to which Lessee is in default or on account of any sum which
Lessor may expend or may be required to expend by reason of Lessee's default in
respect of any of the covenants or conditions of this lease, with the balance,
if applicable as provided above, held as a cash security deposit. Lessor shall
refund any cash security deposit held by Lessor hereunder at the end of Lease
Years 3 and 5, respectively, to the extent such deposit exceeds the face amount
of the Letter of Credit then required hereunder. In the event of a sale of the
premises to a bona fide purchaser who shall, in writing, assume the obligations
of Lessor under this lease, Lessor shall have the right to transfer the Letter
of Credit to such purchaser and Lessor shall thereupon be released by Lessee
from all liability for the return of such security, and Lessee agrees to look
only to the new landlord for the return thereof.

Article 4.  Condition of Premises and Lessee's Work.

          (A) Lessee  acknowledges  that Lessee has  inspected the premises and,
     except as otherwise expressly provided herein, has agreed to lease the same
     in their  present  "as is"  condition,  with  Lessor  under no  obligation,
     express or implied,  to make any  alterations to the premises in connection
     with Lessee's intended use and occupancy thereof;  provided,  however, that
     Lessor shall,  at Lessor's  sole cost and expense,  replace the upper level
     cracked glass in the premises and cause a  sprinklering  system  ("Lessor's
     Work") to be  installed  in the premises  following  the  execution of this
     lease.  All sprinkler  heads will be the concealed  type with an escutcheon
     plate,  with  the  distribution  loop  installed  in  accordance  with  the
     requirements of Lessee's Plans and Specifications (as defined below).



                                       -9-


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     Lessor shall complete Lessor's Work promptly during the preoccupancy period
and within ten (10) business days following  Lessor's  approval of the Plans and
Specifications,  with such work to be commenced  following  approval of Lessee's
Plans and Specifications  (as defined below).  Lessor's Work shall be diligently
completed in a good and  workmanlike  manner in accordance  with all  applicable
legal  requirements.  Lessor and Lessee  shall  cooperate  in  coordinating  the
construction  of Lessor's Work and Lessee's  Work,  with Lessor having the final
decision on such matters but with both parties agreeing to proceed in good faith
so that all such work may be  completed  during  the  preoccupancy  period.  The
completion of all such work shall be subject to clause (C) of this Article 4.

     In addition to Lessor's  Work,  Lessor  shall make  available  to Lessee an
allowance  in an amount  up to  $150,000.00  (the  "Allowance"),  to be  applied
towards Lessee's costs in designing and constructing  Lessee's Work,  including,
without limitation, a1l architectural and design fees, costs of labor, material,
contractor's  overhead and profit,  and permit `fees.  The Allowance (or so much
thereof as shall have been  expended by Lessee)  shall be advanced  from time to
time by Lessor to or for the benefit of Lessee within thirty (30) days following
Lessee's  submission to Lessor of  appropriate  vouchers,  cancelled  checks and
other evidence  establishing  the cost of Lessee's Work for which Lessee is then
requesting  reimbursement or direct payment by Lessor to the party designated by
Lessee hereunder,  with all costs of such work in excess of the Allowance to be
paid by Lessee.  If the amount of the Allowance  exceeds the costs  incurred by
Lessee for the design and  construction  of  Lessee's  Work,  the amount of such
excess shall be applied to pay the  installments of rent  thereafter  coming due
under this lease up to a maximum allowance of $47,650.00.

     In the event that  Lessor  shall fail to advance  all or any portion of the
Allowance which it is obligated to advance pursuant to this lease,  Tenant shall
have the right,  but not the obligation,  to pay the costs of  construction  and
installation  of the Lessee's Work which Lessor was obligated but failed to pay.
In such case,  Lessee shall be entitled to a credit against  the installments of
rent thereafter coming due under this lease equal to the sum of all amounts paid
by Tenant for such  purpose,  together  with  interest at the Default  Rate from
the date of each such payment by Lessee to the effective date of such credit.

     Lessor  further agrees that in delivering the premises to Lessee in "as is"
condition  (subject  to  the  completion  of  Lessor's  Work),  it is  expressly
understood and agreed that the vault,  teller equipment,  security equipment and
any other

                                      -10-

<PAGE>


furniture, fixtures and equipment currently in the premises (collectively, the
"Equipment") are, as to Lessor's entire right, title and interest therein,
hereby transferred to Lessee, Lessor making no representation or warranty,
express or implied, as to the condition or quality of any of such property, all
of which was installed by a prior tenant which has abandoned the same following
the termination of such tenant's lease. In the event the Equipment or any of it
is hereafter removed from the premises by a party other than Lessee under a
claim of title superior to Lessor's title, Lessor shall, at Lessor's cost and
expense, promptly replace all Equipment so removed with items of comparable
quality and condition.

     (B) Lessor acknowledges that Lessee desires to make certain alterations and
improvements  to the  premises in  connection  with  Lessee's  intended  use and
occupancy  thereof for the  purposes  provided  in Article 5 hereof,  and Lessor
agrees  that  Lessee  may make such  alterations  and  improvements  subject  to
Lessee's compliance with all of the following terms and conditions:

          (i) Promptly following the execution of this lease, Lessee shall cause
     to be produced, at, subject to the Allowance, Lessee's sole cost and
     expense, plans and specifications (the "Plans and Specifications") showing
     in detail the alterations and improvements which Lessee desires to make to
     the premises, and Lessee shall deliver a set of the Plans and
     Specifications to Lessor for Lessor's review and approval, which approval
     shall not be unreasonably withheld. Lessor shall give notice to Lessee
     within five (5) business days from the date of submission either approving
     or disapproving the Plans and Specifications. If Lessor fails to give
     notice within such five-day period, the Plans and Specifications shall be
     deemed approved. Any notice of disapproval shall state the particular
     reason for such disapproval. If Lessor disapproves the Plans and
     Specifications, Lessee shall resubmit revised Plans and Specifications,
     making such modifications as Lessor may reasonably request, and the same
     approval procedure as set forth above shall apply to the modifications,
     except that Lessor shall have two (2) business days after receipt of the
     Plans and Specifications to approve or disapprove the modifications. Lessee
     agrees to retain the firm of Wolfe, Stasul & Steinberg Engineers or other
     engineering firm satisfactory to Lessor in Lessor's reasonable discretion
     to prepare all engineering drawings included within the Plans and
     Specifications and to supervise and perform all engineering and building
     systems work included in Lessee's Work. Upon such approval, the parties
     shall initial copies of the Plans and Specifications and attach the same as
     Exhibit "B" hereto. No work shall be commenced by Lessee

                                      -11-

<PAGE>


     prior to Lessor's  approval of the Plans and  Specifications  and following
     such  approval,  no  material  changes  shall  be  made  in the  Plans  and
     Specifications without Lessor's prior written approval,  which shall not be
     unreasonably withheld or delayed.

          (ii)  Following  Lessor's  approval  of the Plans and  Specifications,
     Lessee shall, at, subject to the Allowance, Lessee's sole cost and expense,
     apply for all building and other governmental permits and approvals for the
     work to be  performed  by or on behalf of Lessee as  described in the Plans
     and Specifications (such work, collectively,  "Lessee's Work"). Upon
     receipt of all required permits, Lessee shall cause a waiver of liens to be
     executed and filed of record by Lessee's  contractor or contractors waiving
     for such  contractor  and all of its  subcontractors  the  right to file or
     maintain a mechanics'  lien against the  premises,  following  which Lessee
     shall  commence the  performance  of Lessee's Work in  accordance  with the
     Plans and  Specifications  and cause such  Lessee's  Work to be  diligently
     completed.  All costs of designing,  constructing  and installing Lessee's
     Work shall,  subject to the  Allowance,  be paid by Lessee,  including all
     building  permits and the cost of the  certificate  of  occupancy  upon the
     completion of such work.

          (iii) Lessee's Work shall be performed with union labor, in a good and
     workmanlike  manner,  lien  free,  and in  compliance  with all  applicable
     governmental laws, ordinances, rules and regulations and in accordance with
     411 of the other terms and conditions of this lease. Lessee agrees to cause
     any mechanics'  lien or claim filed in connection  with Lessee's Work to be
     promptly  discharged or bonded within forty-five (45) days after Lessee has
     notice  thereof and to indemnify  Lessor  against and hold Lessor  harmless
     from any loss, claim,  damage,  cost or expense in connection with any such
     lien or claim.  Any contractor  which Lessee elects to have perform work in
     the premises is subject to Lessor's prior written approval, which shall not
     be  unreasonably  withheld  or  delayed.  Lessor  hereby  approves  Clemens
     Construction  Company as the general  contractor for Lessee's Work.  Lessee
     shall cause each contractor to obtain insurance in connection with Lessee's
     Work for  worker's  compensation  (in the amount  required by statute)  and
     comprehensive  general liability insurance for personal injury and property
     damage in an amount of not less than $1,000,000.00.  All construction signs
     used at the premises shall be  in accordance  with the requirements for the
     installation,  design and size of signs  given by Lessor to Lessee,  as the
     same may be revised by Lessor from time to time, and in accordance with all
     applicable  legal  requirements,  said signs not to be  installed  prior to
     written approval in each instance by Lessor.

                                      -12-

<PAGE>


          (iv) During any period of  construction,  Lessee agrees to conduct its
     labor relations and its relations with its employees in such a manner as to
     avoid all  strikes,  picketing  and  boycotts of, on, or about the premises
     and/or the building.  Lessee  further  agrees that if, during the period of
     construction  of the premises,  any of its employees  strike,  or if picket
     lines or boycotts or other visible  activities  objectionable to Lessor are
     established or conducted or carried out against Lessee or its employees, or
     any of  them,  on or about  the  premises  or the  building,  Lessee  shall
     immediately  close  the  premises  and  remove or cause to be  removed  all
     employees  therefrom  until the dispute giving rise to such strike,  picket
     line,  boycott or  objectionable  activity  has been  settled  to  Lessor's
     satisfaction.  Notwithstanding  the foregoing,  it is understood and agreed
     that Lessee shall not be held  responsible  for general  strikes or similar
     events  within  the  construction  industry  or  specific  trades.  For the
     purposes of this paragraph only, the employees of Lessee's  contractors and
     their subcontractors shall be deemed to be Lessee's employees.

          (v) If there is a  material  defect  in the  items  supplied  by or on
     behalf of Lessee or if Lessee is not  performing  Lessee's Work  consistent
     with Lessee's Plans and  Specifications  as approved by Lessor,  and Lessee
     fails to cure such  defect or defects in the items to be supplied or in the
     performance  of Lessee's Work within ten (10) days written  notice  thereof
     from Lessor, Lessor shall, if the defect constitutes a dangerous Condition,
     have the right, in addition to all other rights and remedies of Lessor and
     without affecting the rent commencement date or in any manner affecting the
     validity or continued  effectiveness  of this lease,  to take possession of
     the premises and physically  prevent the continuation of the performance of
     Lessee's  work  until  such  time  as  Lessor  in its  sole  judgement  has
     determined  that the  performance  by  Lessee  hereunder  will  proceed  in
     accordance with the terms hereof.

          (vi) Upon the  expiration  or sooner  termination  of this lease,  all
     alterations  and  improvements  made to the  premises as a part of Lessee's
     Work  shall  become  the  property  of Lessor  and shall not be  removed by
     Lessee,  but  Lessee may remove all  fixtures  and the  Equipment  provided
     Lessee  restores  all  damage  caused  by such  removal.  Lessee  expressly
     acknowledges  and agrees  that the  completion  of  Lessee's  Work is not a
     condition  precedent  to the  commencement  of the term of this lease or of
     Lessee's obligation to pay minimum and additional rent hereunder.

     (C) It is  contemplated  by Lessor and Lessee that the total time to design
and construct both Lessor's Work and

                                      -13-


<PAGE>

Lessee's Work, which will be constructed concurrently, will be four (4) months,
ending co-terminously with the end of the preoccupancy period, but the parties
hereto desire to provide for certain contingencies which could extend such
preoccupancy period. Accordingly, Lessor and Lessee hereby expressly agree,
anything to the contrary in this lease notwithstanding, as follows:

          (1) The time for  completion  of Lessor's and  Lessee's  Work shall be
     extended  for a period  equal to any time lost by reason of  strikes,  war,
     acts of God or other  causes  beyond  the  reasonable  control of the party
     responsible  for such work,  provided that such extension  shall not exceed
     (a) ten (10)  business  days,  with respect to Lessor's  Work and (b) sixty
     (60) days, with respect to Lessee's Work;

          (2) Pursuant to Article 42, hereof, Lessee's obligations hereunder are
     contingent upon certain approvals as provided therein. To the extent Lessee
     causes Lessee's Work to be performed hereunder prior to the satisfaction of
     such  contingencies,  Lessor  will not be  obligated  to advance  more than
     $75,000.00 of the Allowance towards such costs (including,  for purposes of
     this  clause  (2) only,  two-thirds  of the cost of  Lessor's  Work in such
     total) prior to the satisfaction of such contingency, but in such event (a)
     Lessor  may,  upon the  termination  of this  Lease by Lessee  pursuant  to
     Article 42, draw on the Letter, of Credit to the extent of th4 Allowance so
     advanced,  with Lessor  reimbursed  from the  proceeds of such draw for the
     amount of the  Allowance so advanced,  (b) Lessor shall not be obligated to
     advance more than $75,000.00  from the Allowance until such  contingency is
     satisfied,  and (c)  Lessee  may by  written  notice to Lessor  extend the
     preoccupancy  period for an additional thirty (30) days in order to satisfy
     such contingency,  which shall be in addition to any extension  pursuant to
     the preceding clause (1); and

          (3) If Lessor fails to complete  Lessor's  Work within the time period
     herein  provided for any reason  other than a delay  caused by Lessee,  the
     preoccupancy  period shall  automatically  be extended for a period of time
     equal to  Lessor's  delay  and,  in  addition,  if such  delay by Lessor is
     willful, lessee shall be entitled to equitable relief and to terminate this
     lease by written  notice to Lessor if  Lessor's  delay  exceeds  sixty (60)
     days.

                                      -14-


<PAGE>



Article 5.  Use.

     (A) The  premises  shall be  occupied  and used  only  for the  conduct  of
Lessee's banking business and uses accessory thereto and for no other purpose.

     (B) Lessee  agrees to operate the  premises at all times during the term of
this  lease  unless   prevented  from  doing  so  because  of  fire,   accident,
governmental  regulation,   acts  of  God  or  other  circumstances  beyond  the
reasonable  control of Lessee.  Lessee  agrees to keep open the premises  during
such hours and on such days and  evenings  of the week as may be  determined  by
Lessee and in accordance with applicable governmental regulations. Lessee agrees
to keep the premises in good condition and Lessee agrees that storage and office
space in the  premises  shall be  limited  to that  necessary  for,  and used in
conjunction with,  Lessee's  business at the premises.  Lessee shall not use the
areas  adjacent to the  premises  for  business  purposes  except as approved by
Lessor.

     Lessee shall:

          (a) clean the windows and doors  (including,  in each case, the frames
     therefor) in the premises and in the perimeter  walls  thereof  whenever in
     the  reasonable  judgment of Lessor  necessary and Lessee will not require,
     permit,  suffer or allow any such window or door to be cleaned in violation
     of the  Labor  Law of the  State of  Pennsylvania  or of any,  other law or
     ordinance or of any rule, order or regulation of any governmental authority
     having jurisdiction thereover;

          (b) keep the premises clean,  remove all rubbish and other debris from
     the  premises to such  location as may be  specified by Lessor from time to
     time and under conditions approved by Lessor;

          (c)  promptly  replace  any and all glass  (including  mirrors) in the
     premises and in the perimeter walls thereof, the frames for such glass, and
     any  lettering  and  ornamentation  on such  glass  which  may be broken or
     damaged,  regardless of the cause of such damage,  even though the same may
     be occasioned by the negligence of Lessor, its servants or agents;

          (d) place no fixtures in the premises except such as are  satisfactory
     to,  and,  prior to being  installed  or placed  therein,  shall  have been
     approved by, Lessor,  such approval not to be  unreasonably  withheld,  and
     Lessor shall advise


                                      -15-


<PAGE>


     Lessee of any such  approval or  disapproval  within 10 days after the same
     has been  requested by Lessee,  with no such  approval  being  required for
     standard banking fixtures and equipment such as teller window, ATM's, vault
     and similar items;

          (e) display no lettering,  sign,  advertisement,  notice or object and
     permit no such  display on the  windows  or doors or on the  outside of the
     perimeter  walls of the premises  except with the prior written  consent of
     Lessor;

          (f) from time to time after the  initial  term  hereof and at Lessee's
     expense  redecorate  the premises and  refinish,  renew and/or  replace the
     fixtures,  furnishings,   decorations  and  equipment  therein  as  in  the
     reasonable  judgment  of  Lessor  may be  necessary  to  preserve  the good
     appearance of the premises in keeping with the general standard  maintained
     in similar areas in the building;

          (g) not install,  place or permit any awning on the perimeter walls of
     the premises unless provided, or consented to in writing by Lessor and each
     such  awning  so  provided  or  consented  to  shall,   to  the  reasonable
     satisfaction of Lessor, be kept clean and in good order and state of repair
     and appearance by Lessee,  including,  whenever necessary in the reasonable
     judgment of Lessor,  the  replacement  of awning  coverings  with materials
     reasonably approved by Lessor; and

          (h) at all times during the term of this lease,  Lessee shall maintain
     its entrance to the premises and such  entrance  shall remain  unlocked and
     accessible to the public during the business hours of Lessee.

     (C) Lessee  agrees  promptly to comply with all laws,  ordinances,  orders,
rules  and  regulations   affecting  the  premises   (excluding,   however,  the
installation of a sprinkler system, which shall be Lessor's  responsibility) and
the cleanliness, safety, operation and use thereof. Lessee also agrees to comply
with the recommendations of any insurance company,  inspection bureau or similar
agency with respect to the premises. Lessee agrees not to install any electrical
equipment  or  permit  any use  that  overloads  the  applicable  utility  lines
servicing the  premises,  which Lessor agrees shall provide at least 6 watts per
rentable square foot.

     (D) Lessee  agrees not to (a) make any use of or allow the  premises  to be
used in any manner or for any purpose that might invalidate or increase the rate
of insurance thereon (with the operation of a banking business excluded from the
foregoing); (b) keep or use or permit to be kept or used on said

                                      -16-

<PAGE>


premises any flammable fluids or explosives without in each instance obtaining
the prior written approval of Lessor; (c) use the premises for any purpose
whatsoever which might create a nuisance; (d) deface or intentionally injure the
building or premises; (e) overload the floors; (f) commit or suffer any waste;
(g) install any vending machines or amusement devices (video or otherwise)
without Lessor's prior written approval; or (h) use, store, install or
distribute on or from the premises any hazardous or toxic chemicals, wastes,
substances or materials. Lessee agrees to pay any increase in the cost of
insurance to Lessor as a result of any unauthorized use of the premises by
Lessee, but such payment shall not constitute in any manner a waiver by Lessor
of its right to enforce all of the covenants and provisions of this lease.
Notwithstanding the foregoing provisions of this Article 5(D), Lessee may use
cleaning materials and office supplies in the ordinary course of its business,
in reasonable quantities and provided that such materials and supplies are used,
stored and disposed of in compliance with all applicable laws, ordinances and
regulations. Nothing in this Article 5(D) or in any other provision of this
lease shall be construed to limit or otherwise affect the provisions of Article
9(F) of this lease.

Article 6.  Occupancy, Assignment and Subletting.

     (A) Lessee shall not occupy nor permit  others to occupy the  premises,  or
any part  thereof,  other  than as  hereinbefore  specified,  nor  shall  Lessee
voluntarily, involuntarily or by operation of law assign its leasehold interest,
or mortgage or pledge this lease,  without the prior written  consent of Lessor.
In addition, Lessee shall not assign or sublet the premises or any part thereof,
without (i) the prior  written  consent of Lessor and (ii) first  offering  such
space to Lessor in accordance with Paragraph (B) hereof.  If Lessor does consent
in writing to any  assignment  or sublease,  such  consent  shall not in any way
release Lessee from liability under any of the covenants  or conditions  of this
lease,  and no such consent  shall apply to any future or further  assignment or
sublease nor bind Lessor to give consent to any further or future  assignment or
sublease. Any assignee or sublessee will be bound by the terms of this lease and
any  modifications  hereof as though such assignee or sublessee were an original
party hereto, all as confirmed in a written  instrument  satisfactory to Lessor.
Lessor  hereby  agrees that Lessor will not  unreasonably  withhold or delay its
consent to any assignment or subletting to another  banking  institution for the
same use of the  premises  as  permitted  hereunder,  but any other  request for
consent to a sublease or assignment shall be within Lessor's sole discretion.

                                      -17-


<PAGE>



     (B) If  Lessee  wishes  to  assign or  sublease  the  premises  or any part
thereof,  Lessee  must  first  offer to return the  premises  (in the case of an
assignment)  or portion  thereof  (in the case of a sublease)  to Lessor  (which
offer shall be made in writing).  If Lessor  elects to take back the premises or
such portion thereof,  it shall so notify Lessee in writing,  within thirty (30)
days after receipt of Lessee's  offer,  specifying  the date on which this lease
shall terminate (in the case of an assignment) or the date on which such portion
of this lease shall terminate (in the case of a sublease),  and Lessee shall pay
to Lessor all rent due through such termination  date. If Lessor does not accept
Lessee's  offer,  Lessee may sublease  that  portion of the premises  offered to
Lessor or assign this lease but only upon  Lessor's  prior written  consent,  it
being   understood  and  agreed  that  such  consent  shall  still  be  required
notwithstanding Lessor's election not to take back such space.

     (C)  Notwithstanding  anything to the contrary set forth  herein,  Lessor's
consent  shall  not be  required  for  (and  Lessor  shall  not  have a right of
re-capture  with respect to) an assignment of this lease or a sublease of all or
any  portion of the  premises  to (i) any person or entity  which,  directly  or
indirectly,  controls  Lessee or is  controlled  by  Lessee  or is under  common
control with Lessee, (ii) any successor to Lessee by merger or consolidation, or
(iii) any  person or entity to whom all or  substantially  all of the  assets of
Lessee are conveyed.

Article 7.  Alterations.

     Lessee will make no  Material  Alteration  to the  premises  without  first
submitting a detailed description thereof to Lessor and obtaining Lessor's prior
written approval,  which approval shall be within Lessor's reasonable commercial
discretion.  The term  "Material  Alteration"  shall mean any (i) any alteration
which could adversely affect any structural  component of the building or any of
the building systems or equipment, or the operation or effectiveness thereof, or
the exterior  appearance of the building;  or (ii) any  alteration  which is not
consistent with the operation of the premises as a bank; or (iii) any alteration
which costs more than  $50,000  (other than an  alteration  which is cosmetic or
decorative in nature, such as painting).  Although Lessor's consent shall not be
required for any  alteration  which is not a Material  Alteration,  Lessee shall
nonetheless  notify Lessor of such alteration  before it is made.  Lessee's Work
and all other  alterations,  additions  or  improvements  made by Lessee and all
fixtures  attached to the premises shall,  if not removed by Lessee,  become the
property of Lessor and remain on the premises upon the expiration or


                                      -18-

<PAGE>



termination of this lease. Lessor may require, as a condition of giving its
approval of any Material Alteration, that Lessee remove the same upon the
expiration or termination of this lease, in which case Lessee shall, at its sole
cost and expense remove such Material Alteration and restore the premises to the
condition which existed prior to the installation of such Material Alteration.
In no event shall Lessee be required to remove (a) the vault or any other
fixtures, (b) any portion of Lessee's Work, (c) any alteration or improvement
which is consistent with the operation of the premises as a bank, or (d) any
Material Alteration as to which Lessor did not indicate at the time it approved
such Material Alteration that removal would be required. Lessee shall have the
right, however, at its election to remove from the premises upon the expiration
of the term all of the Equipment, Lessee's Work and any other alterations and
improvements made by Lessee, and all furniture, fixtures and equipment which
Lessee has relocated from its existing space, as described in Article 34 of this
lease. Lessee shall not erect or place, or cause or allow to be erected or
placed, 'any sign, advertising matter, showcase or other article or matter in or
upon the stairways, lobbies, passages, outside walls, windows or sidewalks or
any other areas in, on or about the building (not including the interior of the
premises) without the prior written consent of Lessor. Lessor shall provide
building standard lobby directory signage for Lessee, and Lessor shall permit
lobby signage on Lessee's entrance door to the premises. Subject to Lessor's
prior review and approval of the proposed placard, which shall not be
unreasonably withheld or delayed, Lessor will permit the placement of a placard
on the northeast stone wall in the lobby next to the passageway leading to the
entrance to the premises, the exact location of said placard to be designated by
lessor. Subject to the prior review and approval of Lessor, which approval shall
not be unreasonably withheld or delayed, Lessee shall also be permitted to place
signage on both the interior and exterior surfaces of the northern, southern and
eastern exterior walls of the premises.

Article 8.  Rules and Regulations.

     The rules and  regulations  attached  to this lease as Exhibit "C" and such
reasonable  additions or modifications  thereof as mad from time to time be made
by Lessor,  upon written notice to Lessee,  shall be deemed a part of this lease
with the same  effect  as  though  set forth  herein,  provided  the same do not
materially  increase Lessee's  obligations or decrease Lessee's rights hereunder
and do not contradict any express  provisions of this lease.  Lessee agrees that
said rules and  regulations  will be faithfully  observed by Lessee and Lessee's
employees and

                                      -19-

<PAGE>


invitees, and Lessor agrees that Lessor will not enforce such rules and
regulations against Lessee in a manner which discriminates against Lessee versus
other ground floor tenants. To the extent of any conflict between the rules and
regulations and the express provisions of this lease, the provisions of this
lease shall be controlling. Lessor hereby:

          (i) waives the right to approve Lessee's advertising;

          (ii) Lessee's antenna  permitted by Article 39 shall not be subject to
     removal by Lessor,  and Lessee's  security  cameras are hereby  approved by
     Lessor; and

          (iii)  "Seeing  eye" or guide dogs are not  excluded  by the rules and
     regulations.

Article 9.  Fire or Other Casualty Waiver of Subrogation.

     (A) In the event of damage to or destruction of the premises caused by fire
or other casualty,  or of the entrances and other common facilities necessary to
provide  normal access to the premises,  or to other portions of the building or
its equipment which portions and equipment are necessary to provide  services to
the premises in accordance herewith  (collectively the "Base Building"),  Lessor
shall  make  repairs  and  restorations  (the   "Restoration")  as  hereinafter,
provided,  unless this lease is  terminated  by Lessor or Lessee as  hereinafter
provided.

     (B) Within thirty (30) days after the  occurrence  of any casualty,  Lessor
shall give written notice to Lessee (the "Repair Period Notice") advising Lessee
of the length of time that Lessor will  require for  Restoration  of the part of
the premises or Base Building which has been damaged (the "Estimated Restoration
Period").  Lessor's  determination of the Estimated  Restoration Period shall be
accompanied by a written certification of an independent architect,  engineer or
general  contractor.  If (i) the  damage  is of such  nature or  extent,  in the
reasonable  judgment  of  Lessor's  independent  architect,  engineer or general
contractor, that the Estimated Restoration Period would be more than one-hundred
eighty  (180) days after the date of the  casualty,  (with normal work crews and
hours and in the normal course of Restoration of the entire  building),  or (ii)
less than one year of the lease  term would  remain at the end of the  Estimated
Restoration Period, then either party may terminate this lease within sixty (60)
days after the occurrence of the casualty. Notwithstanding the foregoing, in the
event that Lessor terminates this lease pursuant to ArticlE~9(B)(ii) above

                                      -20-

<PAGE>



at a time when Lessee still has the right to exercise an extension option, then
provided that Lessee exercises such extension option within thirty (30) days
after receipt of Lessor's notice of termination, Lessor's notice of termination
shall be null and void and of no force or effect.

     (C) In the  event of such  fire or  other  casualty,  if this  lease is not
terminated  pursuant  to the  terms of this  Section  9,  Lessor  shall  proceed
diligently  to restore the premises and the Base Building to  substantially  its
condition prior to the occurrence of the damage.

     (D) In the event that  Lessor  does not  complete  the  restoration  of the
premises and Base Building within the Estimated Restoration Period then, in such
event,  Lessee may at any time  prior to  substantial  completion  of such work,
terminate  this lease  whereupon this lease shall become null and void as of the
date of the  casualty  and neither  party shall have any  further  liability  or
obligation hereunder.

     (E) In the case of  damage to the  premises  which is of a nature or extent
that Lessee's continued occupancy is substantially  impaired, the annual minimum
rent otherwise payable by Lessee hereunder shall be equitably abated or adjusted
for the duration of such impairment.

     (F)  Notwithstanding  any other provision herein,  Lessor and Lessee hereby
release  each other from  liability  for loss or damage to the  property  of the
party  granting such release,  even if the loss or damage  occurred  through the
negligence of such other party or its agents,  servants,  invitees or employees,
provided  that this  release  shall be  effective  only with  respect to loss or
damage (i)  covered by  insurance  and (ii)  occurring  during  such time as the
relevant  insurance  policy of the party granting such release contains a clause
to the effect that such  release does not affect such policy or the right of the
insured to recover  thereunder.  Each party will use its best  efforts to obtain
such a clause,  but if an  additional  premium is charged  therefore,  the party
benefiting  therefrom,  if it desires to have the waiver,  will pay to the other
the amount of such additional premium promptly upon being billed therefore.  For
purposes of this Article,  any deductible amount and the difference between full
replacement  cost and the percentage of replacement  cost actually insured shall
be treated as if it were recoverable under such policies and as if such policies
included a waiver of subrogation.

     Lessor  hereby  releases  Lessee from  liability  for loss or damage to the
property of Lessor, even if the loss or

                                      -21-


<PAGE>


damage occurred through the negligence of Lessee or its agents, servants,
invitees or employees, which loss or damage would be covered under an "all risk"
policy of insurance on the building, whether or not such insurance is actually
maintained.

Article 10.  Lessor's Right to Enter.

     Lessee will permit Lessor, Lessor's agents or employees or any other person
or persons  authorized  by Lessor to inspect  the  premises  at any time  during
Lessee's normal business hours, and to enter the premises during Lessee's normal
business hours, if necessary,  to make  alterations,  improvements or repairs to
the building,  or for any other purpose  related to the operation of maintenance
of the building,  including showing the space to prospective tenants (during the
last six (6) months of the term), purchasers and mortgagees;  provided, however,
that except in an emergency situation which threatens life or property, where no
notice shall be required and when entry may be made at any time, Lessor will not
exercise such right of entry except upon one business  day's prior notice (which
may be given by  telephone) to Lessee and with Lessee having the right to have a
representative  accompany Lessor's  representative during any such entry. Lessor
shall  exercise its rights under this Article in such manner as not to interfere
in any way with the conduct of Lessee's  business in the premises.  Lessor shall
promptly  repair any damage to the  premises  caused by the exercise of Lessor's
rights under this Article,  except to the extent covered by Lessee's  insurance.
In connection with any entry into the premises by Lessor,  Lessor will cooperate
with Lessee in recognizing  Lessee's  special  security  concerns in its banking
business and shall comply with all security measures  established by Lessee with
respect to the premises.  Notwithstanding  anything to the contrary contained in
the lease, Lessor shall under no circumstances have the right to enter,  repair,
inspect,  attach, distrain upon or in any way interfere with Lessee's vaults) or
safe  deposit  boxes,  or the  checks,  drafts  or other  property  of  Lessee's
customers.

Article 11.  Insurance.

     (A) Lessee,  at its sole cost and  expense,  agrees to purchase and keep in
full force and effect during the term hereof  insurance under policies issued by
insurers reasonably acceptable to Lessor on its contents, fixtures, furnishings,
equipment  and  other  items  of  personal  property  located  in the  premises,
protecting  Lessee from  danger or other loss  caused by fire or other  casualty
including, but not limited to, vandalism,

                                      -22-


<PAGE>


perils covered by extended coverage, theft, sprinkler leakage, water damage
(however caused), explosion of heating and cooling or similar apparatus, and
other similar risks in amounts not less than the full insurable replacement
value of such property. Lessee shall obtain plate glass insurance coverage,
which insurance shall be satisfactory to and name Lessor as an insured.

     (B)  Lessee  agrees  to  deliver,  or cause to be  delivered  to  Lessor by
Lessee's general  contractor(s) at least ten (10) days prior to the commencement
of Lessee's Work under Article 4, hereof,  or the commencement of any work under
Article 7 hereof, a policy or certificate of insurance from a company reasonably
satisfactory to Lessor  providing  public liability and property damage coverage
in the minimum amount of one million  dollars  ($1,000,000)  for each occurrence
and in the aggregate or in such greater amounts as Lessor may reasonably require
naming Lessee,  its general  contractor,  all  subcontractors,  and Lessor,  its
employees and agents, as additional  insured parties endorsed so as to cover any
and all liability  arising out of, or in any manner  connected with, the work to
be  performed on the  premises by or for Lessee and a policy or  certificate  of
insurance  evidencing  workmen's  compensation  coverage in the  minimum  amount
required by Lessor from time to time.

     (C) Lessee agrees to maintain during the term hereof, effective on the date
Lessee takes possession of the premises,  insurance coverage with respect to the
premises  in  companies  satisfactory  to Lessor for bodily,  injury,  including
death,  property damage and personal injury liability and contractual  liability
insurance,  each with a limit of liability of one million  dollars  ($1,000,000)
for each  occurrence and in the aggregate,  all such insurance to include Lessor
and its employees and agents as additional insured parties.

     (D) Lessee  shall  provide  Lessor with copies of policies or  certificates
evidencing  such  insurance  prior to the date Lessee  takes  possession  of the
premises and from time to time thereafter as required by Lessor  evidencing that
the  aforesaid  insurance  is  in  full  force  and  effect.  All  policies  and
certificates  shall  provide that a minimum of twenty (20) days  written  notice
shall  be  given  to  Lessor  by  any  such  insurance   company  prior  to  the
cancellation,  termination  or change of such  coverage.  All  insurance  herein
required  shall be  deemed to be  additional  obligations  of Lessee  and not in
discharge of, or a limitation to,  Lessee's  obligation to indemnify  Lessor and
its employees and agents under Article 13 hereof.

     (E) Lessor shall be responsible for insuring or self-insuring the building,
the operation thereof and the other

                                      -23-

<PAGE>

liabilities which may be incurred by an owner of property in such manner as
Lessor shall determine, and Lessee shall not be responsible for insuring such
risks.

     (F) Neither Lessor nor Lessee will do or commit,  or suffer or permit to be
done or committed, any act or thing which shall cause the other party's policies
(or any such  policy) to become  void or  suspended,  or which  shall  cause the
building or the premises to be considered a more hazardous risk.

Article 12.  Release of Lessor.

     Lessor shall not be held responsible for, and is hereby expressly  relieved
from, any and all liability by reason of any injury,  loss, or damage to persons
or property  in, on or about the premises or the  building,  whether the same be
due to fire,  breakage,  leakage,  water flow, steam, gas, use, misuse, abuse of
elevators or defects  therein,  hatches,  openings,  defective  construction  or
physical conditions anywhere in the building,  failure of water supply, light or
power defects in electrical  wiring,  plumbing or other equipment or mechanisms,
wind, lightning,  storm or any other cause whatsoever,  whether the loss, injury
or damage be to the person or  property  of Lessee or any other  person,  unless
such injury,  loss or damage is the direct  result  solely of the  negligence of
Lessor,  its agents or its employees  occurring  entirely after the date of this
lease.

Article 13.  Indemnity.

     Subject to Article 9(F) hereof, Lessee agrees to indemnify, defend and hold
harmless Lessor,  excepting for Lessor's negligence or the negligence of Lessor(
'I agents and  employees,  from and  against all  claims,  liabilities,  losses,
damages,  expenses,  actions  or causes of action  for injury to or death of any
person or loss of or damage to property in or upon the  premises  and  including
the person and property of Lessee, its employees, agents, invitees, licensees or
others,  it being  understood  and  agreed  that all  property  kept,  stored or
maintained  in or upon the premises or in the  building  shall be at the risk of
Lessee. The foregoing  indemnity shall be in addition to Lessee's  obligation to
supply the insurance as required by Article 11 hereof and not in discharge of or
substitution for the same.

     If any damage to the premises or other  property of Lessor results from any
act or  neglect of Lessee,  its  agents or  employees,  Lessor may at its option
repair such damage, and

                                      -24-


<PAGE>



Lessee shall promptly on demand reimburse Lessor for the cost thereof, subject
to Article 9(F) hereof.

Article 14.  Repair and Maintenance; Other Services.

     (A) Except as otherwise  provided in Article 9 hereof,  Lessee, at its sole
cost and expense,  shall make repairs to or on the premises and to utility lines
to the point of connection  for Lessee which may be required to keep the same in
good order,  condition and repair,  and sanitary,  clean,  safe,  and in sightly
appearance at all times during the term hereof,  including those required by any
public  utility,   unless  specifically  made  Lessor's   responsibility   under
subparagraph  14(B), below. Any such work by Lessee shall be subject to Lessor's
prior  written  approval  and Lessor may, as agent for and on account of Lessee,
but shall not be  obligated  to,  deal  directly  with any such  public  utility
respecting  their  requirements  for additions,  improvements,  alterations  and
repairs. Lessee's responsibility hereunder shall include, without limitation and
at its sole cost,  replacement of mechanical equipment required for the premises
and included within Lessee's Work, fixtures,  glass (with glass of the same size
and quality), floor covering and ceiling materials,  doors and door hardware and
the  decoration  of the  interior  and  storefront  of the  premises in order to
maintain  the same at all times in a clean  and  sightly  appearance.  If Lessee
refuses or neglects to make such  repairs or to maintain  the premises as herein
provided and such inaction by Lessee results in a dangerous  condition,  Lessor,
using  reasonable  judgment,  shall have the right,  upon giving Lessee ten (10)
days written notice  (except in situations  deemed to be an emergency by Lessor,
in which case said notice  provision is hereby  waived),  if it elects to do so,
may make such  repairs  or  perform  such  maintenance  on behalf of and for the
account of Lessee and Lessee shall pay  Lessor's  cost in  performing  such work
promptly upon receipt of a bill therefor.

     (B) Lessor agrees, at its expense, to keep the foundations, utility lines
from the point of connection for Lessee perimeter HVAC system, sprinkler system,
exterior walls, and structural systems of the building in good condition and
repair. Lessor shall not be liable to Lessee for any damages caused by the items
mentioned in the previous sentence being out of repair unless Lessor has had a
reasonable opportunity to have the same repaired after Lessee has notified
Lessor, in writing, of the need for such repair.

     (C) During the term of this lease, Lessee agrees to employ a union
contractor reasonably acceptable to Lessor to

                                      -25-


<PAGE>

perform annual maintenance and/or preventive maintenance to the cooling and
ventilating units on the premises and any heating units or equipment in the
premises. Lessee further agrees to provide and to pay for (i) regular nightly
cleaning and janitorial services for the premises, and (ii) window washing for
the interior and exterior of the premises at least once every quarter.

Article 15.  Utilities.

     (A) Electricity for Lessee's operation of the premises will be furnished to
Lessee by Lessor, shall be metered pursuant to a separate meter for the
premises, and shall be paid for by Lessee as additional rent monthly within
fifteen (15) days following Lessee's receipt of Lessor's invoice therefor at the
rate paid by Lessor to the public utility furnishing electricity to the
building. Lessor shall provide electrical service to the premises having a
capacity of at least six (6) watts per rentable square foot for lighting,
business equipment and convenience outlets, and Six (6) watts per rentable
square foot for the operation of Lessee's HVAC system,

     Lessor shall provide perimeter HVAC on the same basis as currently supplied
on the ground floor and other utilities necessary for the operation of the
premises, including: (a) hot and cold water for normal lavatory purposes and for
the operation of Lessee's employee kitchen; (b) cold water for drinking
fountains; (b) sewer; and (c) chilled water, condenser water, hot crater and
steam as required or the operation of Lessee's HVAC system. Lessee shall supply
all air handlers and supplementary air conditioning. With the exception of
electricity, Lessor shall not charge Lessee for the cost of such other utility
services` used or consumed at the premises.

     (B) Lessee shall comply with all' reasonable rules and regulations which
from time to time may be promulgated by Lessor to conserve fuel and/or energy.
Lessor shall not be liable to Lessee for any loss, damage or expense which
Lessee may sustain or incur if either the quantity or character of utility
service is changed, is no longer available or suitable for Lessee's requirements
or is interrupted, provided that Lessor promptly undertakes any repairs
necessary to restore such service(s). Any riser or risers to supply Lessee's
requirements, upon written request of Lessee, will be installed by Lessor, at
the sole cost and expense of Lessee, if, in Lessor's sole judgment, the same are
necessary and will not cause permanent damage or injury to the building or the
premises or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations or repairs or interference with other

                                      -26-


<PAGE>



building occupants. In addition to the installation of such riser or risers,
Lessor will, at the sole cost and expense of Lessee, install all other equipment
proper and/or necessary in connection therewith, subject to the aforesaid terms
and conditions. Lessee covenants and agrees that at all times its use of
electric current shall never exceed the capacity of existing feeders to the
building or the risers' wiring installations, of not less than six watts per
rentable square foot.

Article 16.  Events of Default-Remedies.

     (A) The following events, or any one or more of them, shall constitute
events of default under this lease:

          (i) Lessee shall fail to pay any minimum rent, additional rent or
     other sum payable hereunder within ten (10) days after written notice that
     the same is due and payable; provided, however, that Lessor shall not be
     responsible for giving such notice and Lessee shall not be entitled to such
     opportunity to cure more than four (4) times in any period of twelve (12)
     consecutive months; or

          (ii) Lessee shall fail to perform or comply with any of the other
     terms, covenants, agreements or conditions hereof and such failure shall
     continue for more than thirty (30) days after written notice thereof from
     Lessor; provided, however, that if the default is of such a nature that 2t
     cannot be cured within thirty (30) days, Lessee shall not be considered in
     default if Lessee shall, within such period, have commenced with due
     diligence and dispatch to cure such default and shall thereafter complete
     with due diligence and dispatch the curing of such default; or

          (iii) Lessee shall fail to keep the premises open for business in
     accordance with the terms of this lease; or

          (iv) Lessee shall vacate or desert the premises or remove or attempt
     to remove Lessee's goods or property from the premises, except in the
     ordinary and usual course of business; or

          (v) Lessee shall make a general assignment for the benefit of
     creditors, or shall admit in writing Lessee's inability to pay Lessee's
     debts as they become due, or shall file a petition under any of Chapters 7,
     11 or 13 of the Bankruptcy Code, or shall be adjudicated insolvent, or
     shall file a petition seeking any reorganization, arrangement, composition,

                                      -27-

<PAGE>


     readjustment, liquidation, dissolution or similar relief under any present
     or future statute, law or regulation relating to bankruptcy or insolvency,
     or shall file an answer admitting or not contesting the material
     allegations of a petition against Lessee in any such proceeding, or shall
     seek or consent to or acquiesce in the appointment of any trustee, receiver
     or liquidator of Lessee or any material part of Lessee's properties, or
     shall be seized by any governmental agency or authority having jurisdiction
     over Lessee.

          If there is any guarantor or surety of this lease, then subparagraph
     (v) shall apply to any such guarantor or surety as if the word Lessee in
     said subparagraph had been amended to read "Lessee and Lessee's guarantor
     and/or surety or some or any of them".

          The notice and grace period provisions in subparagraphs (i) and (ii)
     above shall have no application to the defaults referred to in
     subparagraphs (iii), (iv) and (v) above.

     (B) Upon the occurrence of any such event of default (regardless of the
pendency of any proceeding which has or might have the effect of preventing
Lessee from complying with the terms of this lease), Lessor at any time
thereafter may exercise any one or more of the following remedies:

          (i) Termination of Lease. Lessor may terminate this lease, without any
     right by Lessee to reinstate Lessee's rights by payment of rent due or
     other performance of the terms and conditions hereof. Upon such
     termination, Lessee shall immediately surrender possession of the premises
     to Lessor, and Lessor shall immediately become entitled to receive from
     Lessee liquidated and agreed damages for the unexpired balance of the term
     equal to the difference between the aggregate rentals reserved for the
     balance of the then current term, and the fair rental value of the premises
     for that period, determined as of the date of such termination; provided,
     that the amount of such damages shall be discounted at the rate of 5o per
     annum for the period from the date of payment by Lessee to Lessor to the
     date of expiration of the term.

          (ii) Reletting. With or without terminating this lease, as Lessor may
     elect, Lessor may re-enter. and repossess the premises, or any part
     thereof, breaking open locked doors if necessary, and lease them to any
     other person upon such terms as Lessor shall deem reasonable, for a term
     within or beyond the then current term of this lease; provided, that any
     such reletting prior to termination shall be for the account of Lessee and
     Lessee shall remain liable for (a) all minimum rent,

                                      -28-

<PAGE>


     percentage rent, additional rent and other sums which would be payable
     under the lease by Lessee in the absence of such termination or
     repossession, less (b) the net proceeds, if any, of any reletting effected
     for the account of Lessee after deducting from such proceeds all of
     Lessor's reasonable expenses in connection with such reletting (including,
     without limitation, all repossession costs, brokerage commissions, legal
     expenses, attorneys' fees and expenses, employee's expenses, alteration
     costs, and expenses of preparation for such reletting). Lessor shall use
     commercially reasonable efforts to mitigate its damages.

     If the premises are at the time of an event of default occupied by a
subtenant or assignee, Lessor may, as Lessee's agent, collect rents due from
such occupant and apply such rents to the rent and other amounts due hereunder
without in any way affecting Lessee's obligation to Lessor hereunder. Such
agency, being given for security, is hereby declared to be irrevocable.

     (C) No expiration or termination of this lease pursuant to subparagraph
(B)(i) above or by operation of law, and no repossession of the premises or any
part thereof pursuant to paragraph (B) above or otherwise shall relieve Lessee
of Lessee's liabilities and obligations hereunder, all of which shall survive
such expiration, termination or repossession, and Lessor may, at its option, sue
for and collect rent and other charges due hereunder at any time and from time
to time as and when such charges accrue.

     (D) Lessor may remove all persons and property from the premises, and store
such property in a public warehouse or elsewhere at the cost of and for the
account of Lessee, without service of notice or resort to legal process (all of
which Lessee expressly waives,) and without being` deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby.

     (E) The parties hereto hereby waive trial by jury in any action,
proceedings, or counterclaim brought by either of them against the other for any
matters arising out of or in any way connected with this lease, the relationship
of Lessor and Lessee, Lessee's use or occupancy of the premises, and/or any
claim of injury or damage. This shall not be construed, however, as a waiver of
Lessee's right to assert any such claims in any separate action brought by
Lessee.

     (F) Lessee hereby expressly waives any and all rights of redemption granted
by or under any present or future

                                      -29-


<PAGE>

law in the event this lease is terminated or Lessee is evicted or dispossessed
by reason of violation by Lessee of any of the provisions of this lease.

     (G) In the event of breach or threatened breach by either party of any
provision of this lease, the other party shall have the right of injunction as
if other remedies were not provided for herein.

     (H) No right or remedy herein conferred upon or reserved to either party is
intended to be exclusive of any other right or remedy herein or by law provided,
but they shall be cumulative and each shall be in addition to every other right
or remedy given herein or now or hereafter existing at law or in equity or by
statute; and all such rights and remedies may be pursued singularly,
cumulatively and successively, as the other party hereto may elect.

     (I) Any rent (including percentage rent and all charges and other sums
collectible as additional rent), overdue for a period of more than ten (10) days
shall bear interest at the rate (the "Default Rate") of two percent (20) per
annum above the prime rate of interest announced from time to time by CoreStates
Bank, N.A. of Philadelphia, Pennsylvania (or its successor) (or the highest rate
allowed by law, if less) until paid. Such interest shall be considered
additional rent and shall be payable on demand.

     (J) If an event of default by Lessee hereunder shall occur, Lessor may
perform the same for and at the expense of Lessee, after first giving notice to
Lessee of its intention to do so, except that no such notice shall be required
in the event of an emergency requiring immediate action. If Lessor at any is
compelled to pay, or elects to pay, any sum of money, or to do any act which
will require the payment of any sum of money, by reason of the failure of Lessee
to comply with any provisions hereof, or if Lessor is compelled to incur any
expense, including reasonable counsel fees, in instituting, prosecuting or
defending against any action or proceeding instituted by reason of any default
by Lessee hereunder, the amount of such payments or expenses shall be paid by
Lessee to Lessor as additional rent on the next day following such payment or
the incurring of such expenses upon which a regular monthly rental payment. is
due, together with interest thereon at the Default Rate.

     (K) No waiver by either party of any breach by the other party of any of
such other party's obligations, agreements or covenants, hereunder shall be a
waiver of any subsequent breach or of any other obligation, agreement or

                                      -30-

<PAGE>

covenant, nor shall any forbearance by either party to seek a remedy for any
breach by the other party be a waiver by such party of its rights and remedies
with respect to such breach or any subsequent breach.

     (L) Both parties expressly waive any right of defense which it may have
based on any purported merger of any cause of action, and neither the
commencement of any action or proceeding nor the settlement thereof or entering
of judgment therein shall bar either party from bringing subsequent actions or
proceedings from time to time.

     (M) 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 to appear as attorney for Lessee as well as for all
persons claiming by, through or under Lessee and to sign an agreement for
entering, in any competent Court an action in ejectment against Lessee and all
persons claiming by, through or under Lessee and therein confess judgment for
the recovery by Lessor of possession of the premises, for which this lease (or a
copy thereof) shall be a sufficient warrant, whereupon, if Lessor 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, that if for any reason after such action shall have been
commenced, the same shall be determined and possession of the premises remain in
or be restored to Lessee, Lessor shall have the right for the same event or
events of default and upon any subsequent event or events of default, or upon
expiration of the term of this lease, to bring one or more further action or
actions as hereinbefore set forth to recover possession of the premises and
confess judgment for the recovery of possession of the premises as hereinabove
provided.

     (N) In any action of ejectment, Lessor shall first cause to be filed in
such action an affidavit made by Lessor or someone acting for Lessor, setting
forth the facts necessary to authorize the entry of judgment, and, if a true
copy of this lease (and of the truth of such 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. Lessee hereby releases to Lessor and to any and
all attorneys who may appear for Lessee all procedural errors in said
proceedings and all liability therefor. If proceedings shall be commenced by
Lessor to recover possession under the Acts of Assembly and Rules of Civil
Procedure, either at the end of the term or earlier termination of this lease,
or for nonpayment of rent or any other



                                      -31-

<PAGE>

reason, Lessee specifically waives the right to the three (3) months' 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.

     (0) Lessor expressly waives the right to distrain against the goods or
property of the Lessee which at any time may be located upon the premises.
Furthermore, in the event that Lessor shall at any time and in any manner
acquire possession of the premises, Lessor agrees that in the event there are
located at the premises safe deposit boxes that contain the property of
customers of Lessee, that possession of the premises by Lessor shall in no way
include the right to claim or assert any lien against the property of the third
parties that is located in such safe deposit boxes and Lessor agrees to fully
cooperate in efforts to assist such parties to recover their assets held in said
safe deposit boxes. Lessee covenants and agrees to reimburse Lessor for any and
all costs incurred by Lessor in connection with its efforts in assisting such
third parties to recover their assets held in safe deposit boxes, as aforesaid.

Article 17.  Intentionally Omitted.

Article 18.  Subordination.

     Lessor represents to Lessee that there are no mortgages, ground leases or
other encumbrances now existing on or against the building or the lot on which
it is located. Lessee agrees, upon written request of Lessor, to execute,
acknowledge and deliver such instruments as shall be desired by any subsequent
mortgagee or proposed mortgagee or by any person holding or about to acquire a
ground rent or other encumbrance, to subordinate this lease to such lien or
other encumbrance and to attorn to the holder thereof, provided always that such
holder grants to Lessee rights of non-disturbance and attornment pursuant to an
instrument in form and substance satisfactory to Lessee in Lessee's reasonable
discretion.

Article 19.  Condemnation.

     (A) In the event of exercise of the power of eminent domain whereby (i)
such portion of the building is taken that Lessor is unable to provide the
services under this lease or access to the premises is permanently impaired, or
(ii) all or substantially all of the premises or the building is taken, or (iii)
if less than substantially all of the building is taken but


                                      -32-

<PAGE>

Lessor, acting in good faith, determines that it is economically unfeasible to
continue to operate the condemned portion as a first-class office building, or
(iv) if less than substantially all of the premises is taken, but Lessee, acting
in good faith, determines that because of such taking it is economically
unfeasible to continue to conduct its business in the uncondemned portion of the
premises, then in the case of (i) or (ii), either party and in the case of (iii)
Lessor, and in the case of (iv), Lessee, shall have the right to terminate this
lease as of the date that possession of that part which was taken is required to
be delivered or surrendered to the condemning authority in which event all rent
and other charges shall be adjusted to the date of termination.

     (B) In the event of any total or partial taking of the premises, Lessor
shall be entitled to receive the entire award in any such proceeding and Lessee
hereby assigns any and all right, title and interest of Lessee now or hereafter
arising in or to any such award or any part thereof and Lessee hereby waives all
rights against Lessor and the condemning authority, except that to the extent
permitted by applicable law, Lessee shall have the right to claim and prove in
any such proceeding and to receive any award which may be made to Lessee,
specifically for loss of good will, trade fixtures, equipment and moving
expenses and the unamortized cost of any improvements made by Lessee at its sole
cost so long as the same do not reduce the award otherwise payable to Lessor.

Article 20.  Limitation on Lessor's Liability.

     The Lessor named in the first paragraph of this lease and any subsequent
owner of the building shall be liable only for obligations accruing during the
period of its ownership or interest in the building, and the liability of any
such Lessor and all of its officers, directors, employees, agents and/or
partners, as the case may be, shall be limited to such Lessor's estate or other
title to or interest in the building and the proceeds thereof following sale,
condemnation or casualty.

Article 21.  Parties Bound.

     This lease shall be binding upon, and shall inure to the benefit of, the
parties hereto, their respective personal representatives, successors and
assigns, subject to the provisions of this lease restricting assignment without
consent. Notwithstanding the foregoing, or anything else herein contained, in
the event that Lessor's interest or estate in the premises



                                      -33-


<PAGE>

shall terminate by operation of law or foreclosure sale or for any other reason,
or if for any reason Lessor ceases to be entitled to the rentals hereunder, then
in any such event Lessor shall be released and relieved from all liability and
responsibility thereafter accruing to Lessee in connection with any of the
terms, covenants or conditions to be performed by Lessor under this lease or by
operation of law, and Lessee shall look only to the purchaser or other successor
or assignee of Lessor for such performance.

Article 22.  Notices.

     Any notices required or permitted to be given hereunder by either party to
the other shall be in writing and delivered personally or sent by United States
registered or certified mail, postage prepaid, addressed as follows: if to
Lessor, c/o Sann & Howe, 200 Park Avenue, New York, New York 10166, Attention:
Edwin A. Howe, Jr., Esquire, with copies to CB Commercial Real Estate Group,
Inc. Two Penn Center Plaza, Suite 600, Philadelphia, Pennsylvania 19102,
Attention: Building Manager, and to Argus Realty Services, Inc., 450 Lexington
Avenue, Suite 1970, New York, New York 10017-3904, and if to Lessee, at the
premises (or Lessee's address as hereinafter set forth if mailed to Lessee prior
to Lessee's occupancy of the premises), with copies to Mr. Sharnia Buford, 714
Market Street, Philadelphia, PA 19106-2397 and David Felder, Esquire, Saul Ewing
Remick & Saul, 3800 Centre Square West, Philadelphia, PA 19102, or if the
address of such other party for notices shall have been changed as hereinafter
provided, to such other party at such changed address. Either party may at any
time change the address for such notices by delivering or mailing to the other
party, as aforesaid, a notice advising of the change and setting forth the new
address. If the term "Lessee" as used in this lease refers to more than one
person or entity, any notice, consent, approval, request, communication, bill,
demand or statement given as aforesaid to any one of such persons shall be
deemed to have been duly given to Lessee.

Article 23.  Condition of Premises.

     Lessee hereby acknowledges that Lessee has examined the premises and that
taking possession of the premises shall be an acknowledgement by Lessee that the
premises are in good and tenantable condition, and satisfactory to Lessee, at
the beginning of the term hereof. Lessor is under no duty to make repairs or
alterations at the time of letting or at any time thereafter except" as
specially set forth elsewhere herein.

                                      -34-

<PAGE>


Article 24.  Number and Gender.

     For the purposes of this lease, the singular shall include the plural and
the plural shall include the singular, and the masculine shall include the
feminine and the neuter, and the neuter shall include the masculine and the
feminine, as the context may require.


Article 25.  Captions.

     The captions contained herein are for the convenience of the parties only.
They do not in any way modify, amplify, alter or give full notice of the
provisions hereof.


Article 26.  Amendments.

     This lease may be modified or amended only by an instrument in writing
signed by the party against which enforcement of such modification or amendment
is sought.

Article 27.  Partial Invalidity.

     If any clause or provision of this lease, or the application thereof to any
person or in any circumstance, shall to any extent be invalid or unenforceable,
the remainder of this lease, or the application of such clause or provision to
persons or in circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each clause and provision of
this lease shall be valid and enforceable to the fullest extent permitted by
law.

Article 28.  Lessee's Estoppel Certificate.

     Lessee shall deliver to Lessor, within ten (10) days after request therefor
(but not more often than twice in any twelve month period), a certificate to
such person as Lessor may designate, certifying that this lease is unamended and
in full force and effect and that there are no defaults by Lessor or setoffs
against rent hereunder, and the date to which rent has been paid; provided, that
in the event this lease has been amended or if there are any alleged defaults or
set-offs as aforesaid, such certificate shall specify in precise detail the
nature thereof. Lessor shall deliver to Lessee, within ten (10) days after
request therefor (but not more frequently than twice in any

                                      -35-


<PAGE>

twelve month period), a certificate to such person as Lessee may designate,
certifying that this lease is unamended and in full force and effect and that
there are no defaults by Lessee hereunder, and the date to which rent has been
paid; provided, that in the event this lease has been amended or if there are
any alleged defaults as aforesaid, such certificate shall specify in precise
detail the nature thereof.


Article 29.  Holding Over.

     If Lessee shall fail to surrender possession of the premises and remove all
of its property therefrom upon termination of this lease, then Lessor may at its
option treat Lessee as a tenant from month to month on all the terms and
conditions in effect during the final month of the lease term, except that the
minimum monthly rent during any such holdover period shall be 125% of the
minimum rent payable by Lessee during the final month of the lease term plus all
additional rent at the rate then in effect. For purposes of this clause, the
word "rent" shall include minimum rent, percentage rent and all additional rent,
including, without limitation, any amounts payable under applicable escalation
clauses; if escalation clauses involve annualized calculations, a pro rata
portion of rent escalation charges for the last year of the lease term shall be
considered an item of additional rent payable during the holdover period.


Article 30.  Entire Agreement.

     This lease constitutes the entire agreement between the parties hereto.
Except as set forth herein, there are no promises, representations or
understandings between the parties of any kind or nature whatsoever.


Article 31.  Chances to Building

     Except as hereinafter set forth, Lessor reserves the right to make any
alterations, modifications, changes or additions to the building and common
areas it deems necessary or appropriate (excluding the premises); to change the
identity and type of stores and tenancies and the dimensions thereof; to change
the name of the building in which the premises are located; to change the
address or designation of the building in which the premises are located; to
convert common areas into leasable areas (including installation of kiosks) or
construct temporary or permanent buildings or improvements in the common

                                      -36-


<PAGE>



areas and change the location or character of or make alterations in or
additions to the common areas; provided, however, that no such changes will
interfere with the location of, or access to, the premises herein demised or
otherwise interfere with or adversely affect Lessee's business. Lessor
acknowledges that the ability to obtain open, unimpeded and visible frontage on
three sides of the building and access to and from the main lobby of the
building is a material inducement to Lessee's entering into this lease with
Lessor. Lessor shall not, in the exercise of its rights under this Article, take
any action which would adversely affect any of the foregoing.


Article 32. Brokers.

     Each party hereto represents and warrants to the other that it has dealt
with no broker or other real estate agent so as to entitle such agent to a
commission or fee with respect to this lease other than CB Commercial Real
Estate Group, Inc. (the "Broker"). The Broker's fee shall be paid by Lessor.
Each party hereto covenants and agrees to indemnify and hold the other party
hereto harmless from any and all claims for fees and commissions claimed by any
other broker with whom the indemnifying party has had any dealings or
negotiations with respect to this lease, including attorney's fees arising in
connection therewith: Lessor shall indemnify Lessee and hold Lessee harmless
against any claims by the Broker.


Article 33.  Liens.

     Provided Lessor advances the Allowance in accordance with the terms and
conditions hereof, Lessee agrees promptly to pay for any work done or materials
furnished by or on behalf of Lessee in, on or about the premises arid will not
permit or suffer any lien to attach to the premises or all or any part of the
building by reason thereof, and Lessee shall have no authority or power, express
or implied, to create or cause any lien, charge or encumbrance of any kind to be
filed against the premises or all or any apart of the building. In the event any
lien shall at any time be filed against the premises or any part of the building
by reason of work, labor, services or materials alleged to have been performed
or furnished by, for or to Lessee or to anyone holding the premises through or
under Lessee (excluding Lessor's Work or any other work for which Lessor is
responsible hereunder), Lessee shall forthwith cause the same to be discharged
of record or bonded to the satisfaction of Lessor. If Lessee shall fail to cause
such lien forthwith to be so discharged or bonded within forty-five (45) days
after being

                                      -37-


<PAGE>


notified of the filing thereof, then, in addition to any other right or remedy
of Lessor, Lessor may discharge the same by paying the amount claimed to be due,
and the amount so paid by Lessor and all costs and expenses, including
reasonable attorney's fees incurred by Lessor in procuring the discharge of such
lien, shall be due and payable by Lessee to Lessor as additional rent on the
first day of the next following month.

Article 34.  Existing Lease.

     Lessee is currently occupying other space in the building pursuant to a
lease between Penn Center Plaza No. Two, Ltd., an Ohio limited partnership and
Lessor's predecessor in interest as the owner of the building, as landlord, and
Home Unity Savings & Loan Association, as tenant, dated February 13, 1986, as
thereafter amended (as so amended, the "Existing Lease"), Lessee having
succeeded to the tenant's interest thereunder effective as of August 27, 1993.
Lessor, as a material inducement to Lessee to enter into this lease, hereby
agrees with Lessee, and Lessee hereby agrees with Lessor, that the Existing
Lease and the respective rights and obligations of the parties thereunder shall
continue in full force and effect upon all of its terms and conditions (except
as to its expiration date) until the Commencement Date and shall automatically
and without the necessity of any further action by Lessor or Lessee terminate on
the Commencement Date of the initial term of this lease (or, if this lease is
for any reason terminated prior to the Commencement Date, the Existing Lease
shall automatically terminate on the later of the date on which this lease
terminates or February 28, 1994), except for liabilities accrued to the date of
such termination, including, without limitation, Lessee's liability for all
minimum and additional rent due under the Existing Lease through the date of
such termination and Lessee's obligation to surrender the premises demised by
the Existing Lease to Lessor.

     Lessor further agrees with Lessee that (i) Lessee shall have the right (but
not the obligation) to relocate and utilize all of said former tenant's trade
fixtures, furniture and equipment, including safety deposit boxes, ATM's arid
night depositories, acquired by Lessee from The Resolution Trust Corporation,
4nd (ii) Lessee shall have no obligation to (a) restore or repair the premises
demised pursuant to the Existing Lease at the termination thereof, (b) remove
the vault or any other fixtures or equipment from such space, or (c) remove the
vault or any other fixtures from the premises demised hereunder at the
expiration of this lease.

                                      -38-


<PAGE>


Untenantability.

     Notwithstanding any other provision of this lease, if the premises or any
part thereof shall be rendered untenantable for any reason (other than by reason
of any failure by Lessee to perform any of its obligations under this lease),
then except in the case of damage by fire or other casualty (where Article 9
controls):

          (A) all annual minimum rent and additional rent shall abate for the
     period that the premises remain untenantable (or, in the event that part
     but less than all of the premises is rendered untenantable, minimum and
     additional rent shall abate for such period with respect to the portion of
     the premises that is rendered untenantable); and

          (B) in any case that any such untenantability shall continue for a
     period of thirty (30) consecutive days, Lessee shall have the right to
     terminate this lease at anytime after the expiration of such 30-day period
     and prior to resumption of tenantability, by serving Lessor with written
     notice thereof, provided that if Lessor is unable to restore the premises
     to a tenantable condition by reason of factors beyond Lessor's reasonable
     control, such 30-day period shall be extended until Lessor is able to
     undertake the necessary actions but not beyond a maximum of five (5)
     months.

Article 36.  Lessor's Additional Representations and Warranties.

     In addition to all representations and warranties set forth elsewhere in
this lease, Lessor represents and warrants that to Lessor's knowledge:

          (A) The building is zoned C-5 Commercial, and that the use of the
     premises for operation of a retail bank is legal.

          (B) There are no uncured notices of violation issued by any
     governmental authority with respect to the premises.

          (C) There is no asbestos and no other hazardous, dangerous or toxic
     materials or substances in the premises or the building other than
     customary solvents and other materials used in cleaning and maintenance of
     the building.



                                      -39-

<PAGE>

Article 37. Lessor's Additional Covenants

     In addition to all covenants and agreements of Lessor set forth elsewhere
in this lease, Lessor hereby covenants and agrees as follows:

     (A) Lessee, upon paying rent and observing and keeping all covenants,
agreements and conditions of this lease on its part to be kept, shall quietly
have and enjoy the premises during the term without hindrance or molestation by
anyone claiming by or through Lessor, subject, however, to the exceptions,
reservations and conditions of this Lease.

     (B) In connection with any financing obtained by Lessee for the acquisition
of furniture and equipment, Lessor shall, without unreasonable delay execute a
waiver of lien (in form reasonably acceptable to Lessor) to enable Lessee to
procure such financing.

     (C) Lessor shall operate, maintain and manage the building in a manner
consistent with the operation, maintenance and management of first-class office
buildings in center city Philadelphia.

     (D) Lessor shall provide a security guard or similar security at the front
desk located in the lobby at all times, including weekends, holidays and after
business hours.

     (E) Lessor will maintain the building common areas in good condition and
repair, and will maintain the sidewalks surrounding the building in good
condition and repair, substantially free of accumulations of trash and
reasonably free of snow and ice.


Article 38.  Lessor's Default.

     If after the Commencement Date Lessor shall continuously be in default for
10 consecutive days following written notice from Lessee in the performance of
any of its obligations to provide any service to the premises after written
notice thereof from Lessee (unless the default is not susceptible of cure within
10 days after such notice, in which event Lessor shall have failed to commence
curing the default within such 10day period after written notice thereof and to
diligently prosecute such cure until completion), then in addition to any other
rights Lessee may have in law or equity, Lessee may (but shall not be obligated
to) cure such default on behalf of Lessor, and Lessor shall reimburse Lessee
upon demand for all reasonable out-of-pocket costs incurred by Lessee in curing
such default,


                                      -40-


<PAGE>


together with interest at the Default Rate from the date such costs were
incurred by Lessee to the date of reimbursement. In the event that Lessor fails
to pay such amounts to Lessee within ten (10) days after Lessee has made request
for payment, Lessee may at its election set off the amounts due against the
payments of rent thereafter coming due under this lease. Notwithstanding the
foregoing, Lessee shall not have any right in exercising its remedies under the
preceding sentence to make any repairs or modifications to the building systems
except those within or solely affecting the premises.


Article 39. Communications Antenna or Dish.

     Lessee shall be permitted to install at its expense a communications
antenna or dish on the roof of the building, without payment to Lessor of any
additional rent or charge therefor, provided (i) the size, wiring, electronics,
location, material and color of the communications antenna or dish shall be
subject to Lessor's prior written approval, which approval shall not be
unreasonably withheld or delayed; and (ii) Lessee shall have obtained necessary
approvals for the communications antenna or dish from all governmental
authorities having jurisdiction over the building.


Article 40. Consents and Approvals.

     Where pursuant to any provision of this lease the consent or approval of
Lessor or Lessee is required with respect to any matter or thing, such consent
or approval shall, unless otherwise expressly provided to the contrary in
specific sections of this lease, not be unreasonably withheld or delayed.


Article 41. Authority.

     Each individual executing this lease on behalf of Lessor and Lessee
represents and warrants that he or she is duly authorized to execute and deliver
this lease on behalf of Lessor arid Lessee respectively and that this lease is
binding upon Lessor and Lessee respectively in accordance with its terms.


Article 42. Condition Precedent.

     Notwithstanding anything contained in this' lease to the contrary, it is
agreed that this lease is specifically conditioned upon Lessee's receipt of all
necessary approvals from the Pennsylvania Department of Banking and the Federal
Reserve Board for Lessee's use of the premises as a commercial branch bank and
any other regulatory authority having jurisdiction over the use of the premises
by Lessee as a commercial branch bank.

                                      -41-


<PAGE>



Lessee shall use reasonable efforts and shall diligently proceed to obtain such
approvals promptly; if the same shall not have been obtained within ninety (90)
days from the execution of the lease, either party by notice to the other may
terminate this lease, and neither party shall have any liability to the other
after such termination is effective.

     IN WITNESS WHEREOF, the parties hereto have executed this lease, under
seal, the day and year first above written.

                                    LESSEE:

                                    UNITED BANK OF PHILADELPHIA

                                    By: /s/ Emma C. Chappell
                                        -----------------------------------
                                        Emma C. Chappell
                                        Title: Chairman, President & CEO



[Corporate Seal]                    Attest: /s/ Sharnia Buford
                                            -------------------------------
                                            Sharnia Buford
                                            Title: Executive Vice President

                                    LESSOR:

                                    ORESTES REAL ESTATE CORPORATION B.V.



By:  /s/__________________________      /s/_____________________________
             Managing Director                   Managing Director



                                      -42-


<PAGE>





                                       MAP

                                 1ST FLOOR PLAN


<PAGE>

                                   EXHIBIT "C"

                              RULES AND REGULATIONS

Lessee covenants and agrees with Lessor that:

     1. Lessee shall not affix or maintain outside the premises, including the
exterior of the glass panes and supports of the show windows (and within
twenty-four (24) inches of any window), door and the exterior walls of the
premises, or any place within the premises, if intended to be seen from the
exterior of the premises, any signs, advertising placards, names, insignia,
notices, trademarks, descriptive material or any other such like item or items
except such as shall have first received written approval of Lessor as to size,
type, color, location, copy, nature and display qualities. No symbol, design,
name, mark or insignia adopted by Lessor for the building shall be used without
the prior written consent of Lessor. No illuminated signs in the interior of the
premises which are visible from outside the premises shall advertise any
product. All signs located in the interior of the premises shall be in good
taste so as not to detract from the general appearance of the premises or the
building. Lessee shall not use handbills or other forms of advertising without
the prior written approval of Lessor.

     2. No awning or other projection shall be attached to the exterior walls of
the premises or the building.

     3. No furniture, packages, equipment, supplies or merchandise of Lessee
will be received into the building, or carried up or down in the elevators of
stairways, except during such hours as shall be designated by Lessor, and Lessor
in all cases shall have the exclusive right to prescribe the method and manner
in which the same shall be brought into or taken out of the building. Lessor
shall in all cases have the right to exclude heavy furniture, safes,
merchandise, and other articles from the building which may be hazardous or to
require them to be located at designated places in the premises. The cost of
repairing any damage to the building caused by taking in or out furniture,
safes, merchandise or any article, or any damage caused while the same shall be
in the premises, shall be paid by Lessee.

     4. All garbage and refuse shall be kept in the kind of container specified
by Lessor, shall be placed in the areas specified by Lessor and prepared for
collection in the manner and at the times and placed specified by Lessor. If
Lessor shall provide or designate a service for picking up refuse and garbage,
Lessee shall use same at Lessee's cost, provided such cost shall be competitive
to any similar service available to Lessee.


<PAGE>


     5. No radio or television or other similar device shall, be installed, and
no aerial shall be erected on the roof, on exterior walls of the premises or the
building, or on the grounds, without the prior written consent of Lessor. Any
such device shall be subject to removal without notice, at any time. Any costs
for such removal shall be borne by Lessee.

     6. No loudspeakers, television sets, phonographs, radios or other devices
shall be used in a manner so as to be heard or to be seen outside the premises,
without the prior written consent of Lessor.

     7. Sales using the auction method of selling, fire sales (except for those
solely involving merchandise damaged at the premises), and closing out or going
out of business sales (except for those conducted by Lessee itself for a
reasonable period of time which are an integral part of Lessee's conclusion of
business at the premises and the termination of Lessee's lease for the
premises), shall not be conducted on or about the premises without the prior
written consent of Lessor.

     8. Lessee shall keep its display windows illuminated and :signs and lights
on the storefront lighted each and every day of the term hereof during the hours
designated by Lessor.

     9. Lessee shall not place nor permit any obstructions or merchandise in the
service corridors, sidewalks, entrances, passages, courts, corridors, elevators
or stairways.

     10. Lessee shall use such pest extermination contractor as Lessor may
direct and at such intervals as Lessor may require, provided the cost thereof is
competitive to any similar service available to Lessee.

     11. Lessee will cooperate and participate in all security programs
affecting the building.

     12. Lessee shall not do or commit, or suffer or permit to be done or
committed, any act or thing whereby, or in consequence whereof, the rights of
other tenants will be obstructed or interfered with, or other tenants will in
any other way be injured or annoyed. Lessee shall not use nor keep nor permit to
be used or kept in the store any matter having an offensive odor, nor any
kerosene, gasoline, benzine, fuel, or other explosive of highly flammable
material. No birds, fish or animals shall be brought into or kept in or about
the premises. In addition, no person shall use the premises as sleeping
quarters.



                                       -2-


<PAGE>

     13. Lessee shall obtain all permits or licenses necessary to conduct its
business.

     14. Except for those exclusively for use by employees of Lessee which are
not visible from the sales area of the premises or the exterior of the premises,
Lessee shall not operate any coin or token operated vending machine or similar
device for the sale of any goods, wares, merchandise, food beverages, or
services, including, but not limited to, pay telephones, pay lockers, pay
toilets, scales, amusement devices and machines for the sale of beverages, food,
candy, cigarettes or other commodities, without the prior written consent of
Lessor.

     15. Lessee shall not place or maintain any temporary fixture for the
display of merchandise in front of or within any entrance to the premises which
is within. six (6) feet of the front lease line of the premises or within three
(3) feet of any recessed entry of the premises, except such as shall have first
received the written approval of Lessor as to size, color, location, nature and
display qualities.

     16. Lessee shall not make noise, cause disturbances or vibrations or use or
operate any electrical or electronic devices or other devices that emit sound or
other waves or disturbances, or create odors (any of which may be offensive to
other tenants and occupants of the building) or that would interfere with the
operation of any device or equipment or radio or television broadcasting or
reception from or within the building or elsewhere.

     17. These rules and regulations are not intended to give Lessee any rights
or claims in the event that Lessor does not enforce any of them against other
tenants or, if Lessor does not have the right to enforce them against any other
tenants, and such non-enforcement will not constitute a waiver as to Lessee.

     18. Smoking is not permitted in the common areas of the building, including
the restrooms, elevators and elevator lobbies, ground floor lobby, corridors and
fire towers.

     19. No bicycles or portions thereof are permitted in the building,
including the common areas thereof, and Lessor is not responsible for bicycles
left outside the building.

     The foregoing covenants and agreements in this Exhibit "C" shall be
referred to collectively as "Rules and Regulations".



                                       -3-


<PAGE>

     Lessee agrees that Lessor may amend, modify and delete present rules and
regulations or add new and additional reasonable rules and regulations for the
use and care of the premises, the building of which the premises are a part, the
common areas and all of the Concourse. Lessee understands and agrees that such
rules and regulations are necessary in order to maintain a high quality center
although they may affect Lessee's method of operating and merchandising its
store at the premises and Lessee agrees to comply with all such rules and
regulations upon notice to Lessee from Lessor or upon the posting of the same in
such place within the Concourse as Lessor may designate.

     In the event of any breach of any of the rules and regulations herein set
forth or any amendments or additions thereto, Lessor shall have all remedies in
this lease provided for default of Lessee.









                                       -4-