Exhibit 10(b)





            LEASE FOR BRANCH OFFICE LOCATED AT 1620 WADSWORTH AVENUE




<PAGE>

                               AMENDMENT TO LEASE

     This Amendment to Lease Agreement ("Lease  Amendment") dated as of December
14, 1998 between  Wadsworth Realty LLC ("Landlord")  with an address c/o Andrell
Properties,  Inc.,  Southport  Place,  30  Jelliff  Lane,  Southport,  CT  06490
(successor in interest to M.H. Tyson and Bertha Tyson,  his wife, and A.H. Weiss
and Helen Weiss, his wife, co-partners trading as Eastern Realty Company; Alfred
P. Orleans,  Morris Caplan,  Marvin Orleans,  Bernard Flitter and M.P. Potamkin,
co-partners trading as Orleans Construction Company (collectively,  the "Initial
Landlord")),  as landlord,  and first Union  National  Bank  ("Tenant")  with an
office at 1345 Chestnut Street, 18th Floor,  Philadelphia,  PA 19107, Mail Drop:
PA 4121  (successor  in interest  to  Industrial  Trust  Company  (the  "Initial
Tenant")), as tenant.


                               W I T N E S S E T H

     WHEREAS Initial  Landlord and Initial Tenant entered into a Lease Agreement
dated  August 8, 195$ (the  "Lease")  with  respect to the leased  premises  (as
defined in the Lease) (any terns used in this Lease  Amendment and not otherwise
defined herein shall have the meaning  ascribed to such term in the Lease) which
Lease is set to expire  (with no  further  options  held by Tenant to extend the
term of the Lease) on December 14, 1998.

     WHEREAS Landlord and Tenant,  as successors in interest to Initial Landlord
and Initial Tenant,  respectively  seek to extend the term of the Lease from the
date hereof (the "Lease  Amendment Rent  Commencement  Date") and further modify
the Lease asset forth in this Lease Amendment,

     NOW,  THEREFORE,  intending  to be  legally  bound and for  other  good and
valuable consideration, Landlord and Tenant hereby agree as follows:


     1.   The language "the buildings and improvements to be constructed thereon
          by  Landlord in  accordance  with this  Lease" in the  thirteenth  and
          fourteenth lines of Section 101 of the Lease is hereby deleted and the
          language  "the  buildings  and  improvements  situate  on  the  leased
          premises as of the date of the  commencement of the Amended Lease Term
          (hereinafter defined in Section 201)" is hereby inserted in its place.


     2.   The first two sentences of Section 102 of the Lease are hereby deleted
          and the following language is hereby inserted in its place:





                                        1


<PAGE>



          Except as provided in the next sentence, all buildings,  improvements,
          fixtures and building  equipment  situate on the leased premises shall
          be and remain the property of Landlord.


     3.   Sections  201,  202 and 203 of the  Lease  shall be  deleted  in their
          entirety and replaced with the following:

          Section 201. Term.  Tenant shall have and hold the leased premises for
          the term to commence on the Lease Amendment Rent Commencement Date and
          shall end on December 31, 2003 (the "Amended Lease Term").

          Section 202. Renewal Option-Exercise.  Tenant, if not in default under
          the terms of this Lease after giving effect to any  applicable  notice
          and cure periods,  and if Tenant is in possession and occupancy of the
          leased premises and conducting  business  therein at the time thereof,
          is hereby given the option (the  "Renewal  Option's to extend the term
          of this  Lease for a further  period of five (5) years  following  the
          expiration of the Amended Lease Term.  The Renewal  Option may only be
          exercised by Tenant giving Landlord  notice in writing,  by registered
          or certified  mail,  addressed to Landlord at the place provided under
          this Lease and  received  by  Landlord  at least 180 days prior to the
          expiration of the Amended Lease Term. Such extended term (the "Renewal
          Term") shall be at the rents determined, as hereinafter set forth, and
          upon the terms and conditions set out hereinafter for such renewal and
          there shall be no right or option for further renewals.


     4.   Sections  301,  302, 303, 304 and 305 if the Lease shall be deleted in
          their entirety and replaced with the following:

          Section 301.  Minimum  Annual  Rent.  Tenant shall pay to Landlord the
          following  guaranteed  minimum annual rent ("Minimum Rent" or "Minimum
          Annual Rent"),  payable in monthly  installments in advance on January
          1,  1999 and on the first day of each  month  during  the term of this
          Lease:

                TIME                   ANNUAL              MONTHLY
                PERIOD                 AMOUNT              AMOUNT
                1/1/99-12/31/99        $37,500.00          $ 3,125.00
                1/1/00-12/31/00        $38,625.00          $ 3,218.75
                1/1/01-12/31/01        $39,783.75          $ 3,315.31
                1/1/02-12/31/02        $40,977.26          $ 3,414.77
                1/1/03-12/31/03        $42,206.58          $ 3,517.22


                                       2


<PAGE>




          There shall also be payable as Minimum  Rent on the date of this Lease
          Amendment the amount of $1,814.51 for the period 12/14/98-12/31/98.

                RENEWAL OPTION:

                1/l/04-12/31/04         $43,472.78         $ 3,622.73
                1/1/05-12/31/05         $44,776.96         $ 3,731.41
                1/1/06-12/31/06         $46,120.27         $ 3,843.36
                1/l/07-12/31/07         $47,503.88         $ 3,958.66
                1/1/08-12/31/08         $48,929.00         $ 4,077.42

          Each such  installment  shall be sent to the  Landlord at: c/o Andrell
          Properties,  Inc.,  Southport  Place, 30 Jelliff Lane,  Southport,  CT
          06490 or to such other  person or entity or at such other place as may
          be designated by Landlord from time to time,  without any prior notice
          or demand  therefor and without any  deduction  or setoff  whatsoever,
          except as expressly set forth in this Lease.

          Section 302. Common Area Maintenance. Tenant agrees to pay as rent, in
          addition to the minimum  rental  herein  reserved  certain  additional
          operating  expenses with respect to the leased  premises  ("CAM Costs'
          which  costs  shall  include,  without  limitation,  the  cost  of the
          following; casualty and liability insurance and other coverage carried
          by  Landlord  with  respect to the  leased  premises;  sweeping,  snow
          removal  and  subject to the  limitations  set forth  herein,  general
          maintenance  and  repair  of the  parking  lot and roof of the  leased
          premises;  lighting the parking lot of the leased  premises;  security
          and traffic control services (if deemed necessary by Landlord); and an
          annual  administrative  fee equal to 15% of such CAM Costs. The amount
          due  hereunder on account of such CAM Costs shall be  apportioned  for
          that part of the first and last  calendar  years  covered  by the term
          hereof.  Landlord  will  deliver  to  Tenant a  statement  showing  in
          reasonable  detail  Tenant's  CAM  Costs  and,  within  30 days  after
          delivery  of such  statement,  Tenant will pay  Tenant's  CAM Costs as
          additional  rent.  Landlord  may at any time  during  the term of this
          Lease require  Tenant to pay monthly  installments  along with Minimum
          Rent  equal to  one-twelfth  (1/12th)  of  Tenant's  CAM Costs for the
          preceding year; provided however, that Tenant shall pay any deficiency
          (or  Landlord  shall  refund  any  overpayment)  within 30 days  after
          delivery of the aforementioned  statement by Landlord.  Any Landlord's
          statement  of Tenant's  CAM Costs shall be  conclusive  and binding on
          Tenant unless Tenant shall object to such  statement,  specifying  the
          specific areas in which it disputes such


                                        3


<PAGE>




          statement,  within one hundred eighty (180) days after receipt of such
          statement.

          The CAM Costs shall not include:

          a.   any charge for depreciation,  interest, leasehold amortization or
               rents (including ground rents) and non-cash items paid, booked or
               incurred by Landlord;

          b.   items and services for which Tenant  reimburses  Landlord or pays
               third parties;

          c.   repairs or other work needed because of fire,  windstorm or other
               casualty or cause  insured  against by  Landlord  pursuant to the
               casualty and insurance  provisions of the Lease, or to the extent
               Landlord's insurance would have provided insurances, which is the
               greater coverage;

          d.   any costs, fines or penalties, incurred because Landlord violated
               any, governmental law, statute or ordinance;

          e.   costs  incurred by Landlord to test,  survey,  cleanup,  contain,
               abate,  remove,  or  otherwise  remedy any  currently  classified
               hazardous wastes or asbestos containing materials from the leased
               premises or related land, unless the Tenant caused such wastes or
               asbestos containing  materials to be in, on, or around the leased
               premises;

          f.   other expenses which under GAAP,  consistently applied, would not
               be considered normal maintenance, repair, management ox operating
               expenses;

          g.   costs of  electrical  energy  furnished  and metered  directly to
               Tenant;

          h.   salaries, expenses, fringe benefits and other compensation except
               to the extent reasonable and directly  allocable to the operation
               of the leased premises;

          i.   increased  insurance  premiums  caused by acts of any party other
               than Tenant;

          j.   costs incurred by the negligence or willful acts of the Landlord;
               or

          k.   costs of repair or replacement incurred by fire or other casualty
               or caused by the right or eminent domain.




                                        4


<PAGE>





          Tenant  shall be  permitted  to audit  Landlord's  books  and  records
          pertaining  to CAM  Costs at a  mutually  convenient  time,  following
          reasonable  advance notice to Landlord.  If it is mutually  determined
          through an audit of the Landlord's books that amounts paid to Landlord
          are in excess of amounts due, then Landlord shall repay such excess to
          Tenant   within   thirty  (30)  days  after  demand   following   such
          determination.

          Section  303.  Real  Estate  Taxes.  Tenant  agrees  to pay as rent in
          addition to the minimum rental herein reserved, all real estate taxes,
          charges  or other  assessments  assessed  or  imposed  upon the leased
          premises during the term of this Lease (including, but not limited to,
          charges  for water and sewer  rents).  The  amount  due  hereunder  on
          account of such taxes  ("Tenant's  Tax Payment")  shall be apportioned
          for that part of the first and the last calendar  years covered by the
          term hereof.  Landlord  will deliver to Tenant a statement  showing in
          reasonable  detail  Tenant's  Tax  Payment  and,  within 30 days after
          delivery of such  statement,  Tenant will pay  Tenant's Tax Payment to
          Landlord as additional rent.  Landlord may at any time during the term
          of this Lease require  Tenant to pay monthly  installments  along with
          Minimum Rent equal to one-twelfth (1/12th) of Tenant's Tax Payment for
          the  preceding  year;  provided,  however,  that Tenant  shall pay any
          deficiency (or Landlord refund any  overpayment)  within 30 days after
          delivery of the aforementioned statement by Landlord. Tenant agrees to
          pay Tenant's share of any Use and Occupancy Tax or similar tax imposed
          by the City of Philadelphia,  if applicable.  Any Landlord's statement
          of Tenant's Tax Payment or Use and  Occupancy  Tax shall be conclusive
          and binding on Tenant  unless  Tenant shall object to such  statement,
          specifying  the specific  areas in which it disputes  such  statement,
          within   ninety   (90)  days   after   receipt   of  such   statement.
          Notwithstanding  anything to the  contrary,  contained in this Section
          303,  neither the term "real  estate  taxes" nor "Tenants Tax Payment"
          shall include any inheritance,  estate,  succession,  transfer,  gross
          receipts,  franchise,  corporation net income or profit tax or capital
          levy imposed upon Landlord.

     5.   The language  (subject to Tenants  obligation  to  reimburse  Landlord
          therefor as set forth in Section 302 above)" is hereby  inserted after
          the word "Landlord" on the second line of Section 401 of the Lease and
          after the word  "insurance" on the eleventh line of Section 401 of the
          Lease.

     6.   Section  501  through  507 of the  Lease  shall  be  deleted  in their
          entirety and replaced with the following:

          Section 501. Condition of Leased Premises.  Tenant has fully inspected
          the  leased  premises  and is  satisfied  in  all  respects  with  the
          condition of the leased  premises.  Tenant hereby accepts  delivery of
          possession of the





                                       5


<PAGE>



          leased premises in their present "as is, where is" condition and state
          of repair as of the date hereof.

     7.   The language in the first  sentence of Section 602 (a) of the Lease on
          the first four lines thereof  (beginning  with the work  "Subject" and
          ending with the language "Section 602") is hereby deleted.

     8.   Section 602 (b) shall be deleted in its entirety and replaced with the
          following

          (b)  Landlord  shall maintain and repair the roof, the exterior of the
               building,  landscaping  and  the  hard  surface  parking  for any
               parking spaces as may exist on the leased premises as of the date
               of commencement  of the Amended Lease Term, and all water,  sewer
               and  utility  lines  exterior  to  the  building  on  the  leased
               premises.  Landlord  shall not be obligated to rebuild,  replace,
               repair,  or maintain the leased  premises  except as specifically
               provided  herein,  but in the event  Landlord  receives  money or
               property in  reimbursement  of or in  compensation  for damage or
               loss to the leased  premises  for which Tenant is obliged to make
               repairs as herein set forth,  Landlord shall apply all such money
               and property,  to the extent required therefor, to the repair and
               restoration   of  such   damage   or   loss.   Landlord   has  no
               responsibility for supplying any utilities to the leased premises
               and Tenant  shall make such  arrangements  as Tenant shall desire
               for  the  provisions  of  such   utilities   directly  )with  the
               appropriate utility companies and Tenant shall be responsible for
               paying any and all charges in connection  with  Tenant's  utility
               consumption at the leased  premises.  Nothing in this Section 602
               is  intended  to limit  Tenant's  obligation  to pay CAM Costs as
               provided in this Lease.

     9.   Section 604 of the Lease shall be deleted in its entirety and replaced
          with the following:

          Section 604. Landlord's Title.  Landlord warrants that it has good and
          marketable  title to the leased  premises,  subject to all  matters of
          record, and has the exclusive right to lease such premises.

     10.  Section 701 of the Lease shall be deleted in its entirety.

     11.  Section.  801 of the  Lease  shall  be  deleted  in its  entirety  and
          replaced with




                                        6


<PAGE>



          the following:

          Section 801. Assignment or Sublease  Permitted.  Tenant shall not have
          the right to assign or transfer  this Lease or sublet the whole or any
          part of the  leased  premises  without  first  obtaining  the  written
          consent  of the  Landlord,  which  consent  shall not be  unreasonably
          withheld or delayed.  Notwithstanding  any such assignment or transfer
          of this Lease or  subletting  of the  leased  premises,  Tenant  shall
          nevertheless  remain liable to Landlord for the  performance of all of
          the  terms,  agreements,  provisions  and  conditions  of this  Lease.
          Notwithstanding  anything in this Lease to the contrary,  in the event
          Tenant  assigns  this  Lease or  sublets  the whole or any part of the
          leased premises at any time during the Amended Lease Term, the Renewal
          Option will deem to have been  exercised  by the Tenant as of the date
          of such assignment or subletting.

          Notwithstanding  anything to the  contrary  contained  herein,  Tenant
          shall have the right, without Landlord's prior consent, to assign this
          Lease,  sublet the leased  premises  (or any portion  thereof)  and/or
          permit the use of the leased  premises (or any portion  thereof) by or
          to an Affiliate or Successor of Tenant,  provided,  however, that such
          Affiliate or Successor uses the Premises solely for the uses permitted
          by this Lease. For purposes hereof,  and "Affiliate" or "Successor" of
          Tenant  is  an  entity  controlling,  under  common  control  with  or
          controlled by First Union National Bank, including an entity resulting
          from an internal  reorganization,  a merger or a  consolidation  by or
          with Tenant. For purposes of this definition,  the work "control",  as
          used above,  means with respect to a Person (as  hereinafter  defined)
          that is a corporation,  the right; to direct or cause the direction of
          the management or policies of the controlled Person. The word "Person"
          means an individual  partnership,  trust,  corporation,  firm or other
          entity.  Tenant shall promptly notify Landlord in writing in the event
          of art assignment or subletting to an Affiliate or Successor.

     12.  Section 903 of the Lease shall be deleted in its entirety and replaced
          with the following:

          Section 903. Confession in Ejectment.  In addition to, and not in lieu
          of any of the foregoing rights granted to Landlord:

                    WHEN THIS LEASE OR  TENANT'S  RIGHT OF  POSSESSION  SHALL BE
               TERMINATED  BY COVENANT  OR  CONDITION  BROKEN,  OR FOR ANY OTHER
               REASON,  EITHER DURING THE TERM OF THIS LEASE,  AND ALSO WHEN AND
               AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED, TENANT HEREBY
               IRREVOCABLY AUTHORIZES AND





                                        7

<PAGE>



               EMPOWERS  ANY  ATTORNEY  OF ANY COURT OF RECORD AS  ATTORNEY  FOR
               TENANT  AND ANY  PERSONS  CLAIMING  THROUGH  OR UNDER  TENANT  TO
               CONFESS  JUDGMENT  IN  EJECTMENT  AGAINST  TENANT AND ALL PERSONS
               CLAIMING  THROUGH OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF
               POSSESSION OF THE LEASED PREMISES,  FOR WHICH THIS LEASE SHALL BE
               SUFFICIENT WARRANT,  WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF
               EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR
               WRIT OR  PROCEEDINGS  WHATSOEVER,  AND  PROVIDED  THAT IF FOR ANY
               REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL
               BE  DETERMINED,  CANCELLED OR  SUSPENDED  AND  POSSESSION  OF THE
               LEASED PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT
               OR ANY PERSON  CLAIMING  THROUGH OR UNDER TENANT,  LANDLORD SHALL
               HAVE THE RIGHT, UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS,  OR UPON
               ANY  SUBSEQUENT  TERMINATION  OR  EXPIRATION OF THIS LEASE OR ANY
               RENEWAL OR EXTENSION  HEREOF, OR OF TENANT'S RIGHT OF POSSESSION,
               AS HEREINBEFORE  SET FORTH,  TO CONFESS  JUDGMENT IN EJECTMENT AS
               HEREINBEFORE  SET FORTH ONE OR MORE  ADDITIONAL  TIMES TO RECOVER
               POSSESSION OF THE SAID LEASED PREMISES.

                    IN ANY ACTION OF OR FOR  EJECTMENT,  IF LANDLORD SHALL FIRST
               CAUSE TO BE  FILED  IN SUCH  ACTION  AN  AFFIDAVIT  MADE BY IT OR
               SOMEONE  ACTING  FOR IT  SETTING  FORTH  THE FACTS  NECESSARY  TO
               AUTHORIZE  THE  ENTRY  OF  JUDGMENT,   SUCH  AFFIDAVIT  SHALL  BE
               PRESUMPTIVE EVIDENCE SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE
               (AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT  SHALL BE SUFFICIENT
               EVIDENCE) BE FILED FN SUCH  ACTION,  IT SHALL NOT HE NECESSARY TO
               FILE THE  ORIGINAL AS A WARRANT OF  ATTORNEY,  ANY RULE OF COURT,
               CUSTOM  OR  PRACTICE  TO  THE  CONTRARY  NOTWITHSTANDING.  TENANT
               RELEASES TO LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR
               FOR TENANT,  ALL PROCEDURAL  ERRORS IN ANY  PROCEEDINGS  TAKEN BY
               LANDLORD, WHETHER BY VIRTUE OF THE WARRANTS OF ATTORNEY CONTAINED
               IN THIS LEASE OR NOT, AND ALL LIABILITY THEREFOR.





                                        8

<PAGE>




     13.  The  language  "(other  than as set forth in Section  1106)" is hereby
          inserted  after the word  Tenant on the fourth  line of Section 906 of
          the Lease.

     14.  Section 1001 of the Lease shall be deleted in its entirety.

     15.  The second  sentence of Section 1102 of the Lease shall be deleted and
          replaced with the following:

               No  assignment or transfer of this Lease shall relieve any of the
               parties  hereto of  duties  and  obligations  under  this  Lease;
               provided,  however,  in the event Landlord  transfers and conveys
               the leased premises, or any premises of which the leased premises
               are a part, to another  party,  other than an agent or nominee of
               Landlord,  and in the further event that such transferee  assumes
               and agrees to perform  all of the  obligations  of  Landlord  set
               forth in this Lease as Landlord accruing following such transfer;
               then in such event such third  party  shall  become  bound by the
               provisions  of this Lease  accruing  following  such transfer and
               Landlord  shall be  discharged  and released of all.  obligations
               under this Lease accruing following such transfer.

     16.  Section  1103 of the  Lease  shall  be  deleted  in its  entirety  and
          replaced with the following:

          Section  1103.  Notices:  Whenever  in this Lease  notice or demand is
          required  or  permitted  to be given or served by either  patty to the
          other, such notice or demand shall not be deemed to have been given or
          served  unless in writing  and either  personally  delivered,  sent by
          overnight  courier,  or forwarded  by  registered  or certified  mail,
          return receipt requested,  postage prepaid, addressed to such party at
          its address set forth in that  certain  Amendment to Lease dated as of
          December 14, 1998.  Such addresses may be changed from time to time by
          either party by serving notice as above provided. Time shall be of the
          essence  with  respect  to any  such  notice  or  demand.  The date of
          delivery  of any  notice  provided  for  herein  shall  be the date of
          delivery with respect to any notice  transmitted by personal delivery,
          the first  business day  following  deposit with an overnight  courier
          with respect to notices  transmitted  by overnight  mail, and two days
          following  the date of deposit in the United  States  mail if given by
          registered mail ox certified  mail.  Tenant hereby waives the right to
          receive any notice to quit contemplated by Section 501 of the Landlord
          Tenant Act of 1951, as amended.





                                        9

<PAGE>



     17.  The  following  new  sections  shall be added to the  Lease  following
          Section 1105:

          Section 1106. Late Charge. If Tenant shall fail to pay all or any part
          of any  installment  of  Minimum  Rent or  Additional  Rent  (such  as
          Tenant's  CAM Costs or Tenant's Tax  Payments)  for more than ten (10)
          days after the same shall have become due and  payable,  Tenant  shall
          pay as additional rent hereunder to Landlord a late charge of five (5)
          cents per month for each dollar of the amount of such  Minimum Rent or
          additional rent which shall not have been paid to Landlord within said
          ten (10) day period.  It is  understood  and agreed that such  charges
          represent  an estimate of damages  incurred  for late  processing  and
          administrative  special  handling  and are  not  interest  or  penalty
          payments.  The  provisions  herein  for  such  charges  shall  not  be
          construed  to extend the date for  payment of any sums  required to be
          paid by Tenant  hereunder or to relieve  Tenant of its  obligations to
          pay  all  such  stuns  at  the  time  or  times   herein   stipulated.
          Notwithstanding  the  imposition of such  charges,  Tenant shall be in
          default under this Lease if all payments required to be made by Tenant
          are not made at the times herein stipulated under this Lease,  subject
          to Section 906 hereof.

          Section 1107. Tenant Obligations.

          (a)  Environmental Laws.

               (i)  Tenant shall comply with all applicable federal,  state, and
                    local environmental laws, ordinances,  orders or regulations
                    affecting  the leased  premises,  the  operation of Tenant's
                    business  at the  leased  premises,  or the  removal  of any
                    substances therefrom. Notwithstanding anything in this Lease
                    to the contrary,  Tenant shall not, without Landlord's prior
                    written consent and subject to reasonable conditions imposed
                    by Landlord, use, store, manufacture,  process or dispose of
                    any oil, grease,  or hazardous  substances  regulated by any
                    public authority.

               (ii) Tenant shall not permit any on-site  disposal of oil, grease
                    or hazardous substances.  No hazardous or industrial wastes,
                    contaminated    substances   or   those    resulting    from
                    manufacturing  or processing  shall be debited in containers
                    provided for trash removal.  All waste materials  (including
                    Tenant's  construction  or  remodeling  wastes)  other  than
                    ordinary sanitary commercial trash shall be removed from the
                    leased premises and properly  disposed of in compliance with
                    all applicable laws at Tenant's sole cost and expense.

              (iii) Tenant does hereby indemnify and hold Landlord  harmless oft
                    from and against all claims, actions, liens, demands, costs,
                    expenses,  fines and  judgments  (including  legal costs and
                    attorney's  fees) resulting from or arising by reason of any
                    spills or contamination of air, soil or water by oil,




                                       10


<PAGE>



                    grease or hazardous  substances caused by Tenant, its agents
                    or  employees  at or  around  the  leased  premises  or upon
                    removal  therefrom,  or the violation of any other provision
                    of this Section  1107,  as a result of  negligence,  acts or
                    omissions of Tenant.

          (b)  Waste.  Tenant  shall not  commit or suffer to be  committed  any
               waste or nuisance or other act or thing upon the leased premises.

          (c)  Compliance  with  Laws.  Tenant shall, at Tenant's sole cost and
               expense,  comply  with  all laws and  other  requirements  of all
               municipal,   county,   state,   federal  and  other  governmental
               authorities,  now in force or which  may  hereafter  be in force,
               applicable  to the  leased  premises  or the use  thereof  or the
               conduct of Tenant's business therein.

          Section  1108.  Offset  Statement  Within  twenty  days after  request
          therefor by Landlord,  Tenant agrees to deliver in  recordable  form a
          certificate  to  Landlord  or to any  proposed  mortgagee,  lessor  or
          purchaser certifying, among other things: (a) whether this Lease is in
          full force and  effect;  (b) whether  this Lease has been  modified or
          amended and, if so,  identifying and describing any such  modification
          or  amendment;  (c) the date to which rent and other charges have been
          paid;  and (d)  whether  Tenant  knows of any  default  on the part of
          Landlord ox has any claim against Landlord and, if so,  specifying the
          nature of such default or claim.

          Section  1109.   Surrender  and  Holding  Over.   Upon  expiration  or
          termination of this Lease by lapse of time or otherwise,  Tenant shall
          peaceably  surrender  the leased  premises to Landlord in  broom-clean
          condition and in good repair,  reasonable wear and tear, damage caused
          by a fire or other  casualty or damage caused by Landlord,  its agents
          or  employees  excepted.  In the  event  that  Tenant  shall  fail  to
          surrender the leased premises, Landlord shall have the right to demand
          and receive,  as liquidated damages in addition to all other remedies,
          an amount equal to 150% of the stated  Minimum Rent  specified in this
          Lease for the period of time Tenant shall so retain  possession of the
          Leased  /?remises  after  expiration  of the stated term hereof (or if
          there is no Minimum  Rent  stated for such time,  150% of the  Minimum
          Rent  which is to be in effect  from  1/1/08 to  12/31/08).  If Tenant
          remains in possession of the leased premises with  Landlord's  consent
          but without a new duly executed written Lease,  Tenant shall be deemed
          to be occupying  the leased  premises as a tenant at will,  subject to
          all the covenants, conditions and agreements of this Lease.

          Section 1110. Invalid  Provisions.  If any term, covenant or condition
          of this Lease or the application thereof to any person or circumstance
          shall to any extent be held invalid or unenforceable, the remainder of
          this Lease or the  application of such term,  covenant or condition to
          persons  or  circumstances  other  than  those  as to which it is held
          invalid or unenforceable shall not be


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          affected thereby,  and each term,  covenant or condition of this Lease
          shall be valid and enforced to the fullest extent permitted by law.

          Section 1111. Survival of Obligations. All obligations of Tenant which
          by their nature involve performance in any particular after the end of
          the term, or which cannot be ascertained to have been fully  performed
          until  after the end of the term,  shall  survive  the  expiration  or
          sooner termination of the term.

          Section  1112.  Liabilities  of  Landlord.  The  liability of Landlord
          hereunder and any successor to Landlord's  estate in and to the leased
          premises  shall  be  limited  to  his or its  interest  in the  leased
          premises,  and no  other  assets  of  Landlord  other  than his or its
          interest  in the leased  premises  shall be  affected by reason of any
          liability  which Landlord or his or its successor in interest may have
          under this Lease.

          Section 1113.  Subordination.  (a) Subject to delivery of a reasonably
          acceptable  subordination,  nondisturbance  and attornment  agreement,
          Tenant agrees that this Lease and all terms,  covenants and provisions
          thereof and all rights, remedies, and options of Tenant thereunder are
          and shall be subordinate  to any mortgage,  underlying or master lease
          now or hereafter placed upon the land of which the leased premises are
          a part,  and to all  advances  made or  hereafter  to be made upon the
          security  thereof.  Tenant shall,  within ten days from the request of
          Landlord,  execute and  deliver a  subordination,  nondisturbance  and
          attornment  agreement in a form  provided by Landlord  and  reasonably
          acceptable to Tenant confirming the subordination provided for in this
          Lease. The word "mortgage" as used herein includes mortgages, deeds of
          trust or similar  instruments  and the word  mortgage,  underlying  or
          master lease shall include modifications,  consolidations, extensions,
          renewals, replacements or substitutes thereof.

          (b)  Subject to the terms of a  reasonably  acceptable  subordination,
               nondisturbance  and  attornment  agreement,  Tenant  agrees  that
               neither  the  cancellation  nor  termination  of  any  ground  or
               underlying  lease to  which  this  Lease is now or may  hereafter
               become subject or subordinate,  nor any foreclosure of a mortgage
               affecting the Leased  Premises,  nor the institution of any suit,
               action,  summary or other  proceeding  by Landlord  herein or any
               successor Landlord, or any foreclosure  proceeding brought by the
               holder  of  any  such  mortgage  to  recover  possession  of  the
               mortgaged property, shall by operation in law or otherwise result
               in  the   cancellation  or  termination  of  this  Lease  or  the
               obligations of the Tenant  hereunder.  Tenant agrees to attorn to
               any subsequent owner of the Premises.

          (c)  Tenant shall notify the mortgagee  affecting the leased  premises
               ("Lender") of any default by Landlord  under the Lease and agrees
               that,   notwithstanding  any  provisions  of  the  Lease  to  the
               contrary, no notice of

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<PAGE>



               cancellation thereof or of an abatement shall be effective unless
               Lender shall have received  notice of default giving rise to such
               cancellation  or abatement  and shall have failed  within  thirty
               (30) days after receipt of such notice to cure such  default,  or
               if such default  cannot be cured within  thirty (30) days,  shall
               have failed  within thirty (30) days after receipt of such notice
               to commence and thereafter diligently pursue any action necessary
               to cure such default. Notwithstanding the foregoing, Lender shall
               have no obligation to cure any such default.

          Section  1114.  Custom  and  Usage.  Any law,  usage or  custom to the
          contrary  notwithstanding,  Landlord shall have the right at all times
          to  enforce  the  covenants  and  conditions  of this  Lease in strict
          accordance  with the terms hereof and  notwithstanding  any conduct or
          custom on the part of Landlord in refraining from so doing at any time
          or times.  The failure of Landlord at any time or times to enforce its
          rights under said covenants and provisions strictly in accordance with
          the same shall not be construed as having  created a custom in any way
          or manner contrary to specific terms, provisions and covenants of this
          Lease or as having modified or waived the same.

          Section  1115.  Indemnification.  Tenant  hereby  agrees to indemnify,
          defend and hold Landlord harmless of and from any and all damage, loss
          cost or  expense  (including,  but not  limited  to,  court  costs and
          reasonable  attorneys  fees)  arising  from  any  damage  to  personal
          property  occurring  on the leased  premises or any injury or death to
          persons  occurring  on the leased  premises  unless  arising  from the
          negligence or willful misconduct of Landlord.

     18.  Tenant and Landlord  each  represent  and warrant to the other that it
          has had no dealings with any broker or agent in  connection  with this
          Lease other than Andrell Properties, Inc, and each agrees to indemnify
          and hold the other party harmless from and against any and all claims,
          liabilities or expenses (including reasonable attorneys' fees) imposed
          upon,  asserted  or  incurred  by such party as a  consequence  of any
          breath of this representation.

     19.  The  submission  of this Lease  Amendment  by  Landlord  to Tenant for
          examination  shall not be deemed to constitute an offer by Landlord or
          a  reservation  to  Tenant  of an  option  to  lease,  and this  Lease
          Amendment shall become effective as a binding instrument only upon the
          execution and delivery thereof by both Landlord and Tenant.

     20.  The provisions of this Lease  Amendment  shall bind the parties hereto
          and their respective successors and assigns,



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     21.  The Lease, as modified by this Lease Amendment, shall continue in full
          force and effect.




























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<PAGE>





IN WITNESS  WHEREOF,  the parties hereto,  intending to be legally bound hereby,
have  caused  this Lease  Amendment  to be duly  executed as of the day and year
first above written.


Landlord

WADSWORTH REALTY LLC, a Pennsylvania limited liability company

By:  /s/ John Nelson

Print Name:   John Nelson

Title:  Managing Member

Witness:  /s/



Tenant

FIRST UNION NATIONAL BANK

By:  /s/ Glenn Blumenthal

Print Name:  Glenn Blumenthal

Title: Vice President

Witness:  /s/











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