Exhibit 10(a)

               Lease for corporate headquarters office located at
      The Graham Building, 30 S. 15th Street, Suite 1200, Philadelphia, PA



<PAGE>

                                  GROSS LEASE
                                (w/Base Amounts)

THIS LEASE (this "Lease") is made as of January ___, 2005, by and between

 "Landlord" The Multi-Employer Property Trust, a trust organized under
            12 C.F.R. Section 9.18
    and

 "Tenant"   United Bank of Philadelphia, a corporation organized under the laws
            of Pennsylvania.

                                TABLE OF CONTENTS

SECTION 1: DEFINITIONS ........................................................1
      Access Laws..............................................................1
      Additional Rent..........................................................1
      Base Amount Allocable to the Premises....................................1
      Base Rent................................................................1
      Brokers..................................................................2
      Building.................................................................2
      Business Day.............................................................2
      Claims ..................................................................2
      Commencement Date........................................................2
      ERISA ...................................................................2
      Estimated Operating Costs Allocable to the Premises......................2
      Events of Default .......................................................2
      Governmental Agency .....................................................2
      Governmental Requirements................................................2
      Hazardous Substance(s): .................................................2
      Land.....................................................................2
      Landlord.................................................................2
      Landlord's Agents .......................................................2
      Landlord's Transaction Costs ............................................2
      Lease Memorandum.........................................................2
      Lease Term...............................................................2
      Lender...................................................................3
      Manager..................................................................3
      Manager's Address........................................................3
      Operating Costs..........................................................3
      Operating Costs Allocable to the Premises ...............................3
      Permitted Use ...........................................................3
      Plans and Specifications.................................................3
      Prepaid Rent.............................................................3
      Premises.................................................................3
      Prime Rate...............................................................3
      Property Taxes...........................................................3
      Punch List Work..........................................................3
      Restrictions.............................................................3
      Space Plans..............................................................3
      Substantial Completion...................................................4
      Telecommunication Facilities.............................................4
      Telecommunication Services...............................................4

                                       i
<PAGE>

      Tenant...................................................................4
      Tenant Alterations.......................................................4
      Tenant Expenditures......................................................4
      Tenant Improvement Allowance ............................................4
      Tenant Improvements......................................................4
      Tenant's Agents..........................................................4
      Tenant's Pro Rata Share of Operating Costs ..............................5
      Tenant's Pro Rata Share of Property Taxes................................5
      Use and Occupancy Taxes..................................................5
      Year.....................................................................5

SECTION 2: PREMISES AND TERM.................................................. 5
      2.1 Lease of Premises  ..................................................5
      2.2 Lease Term...........................................................5
      2.3 Plans and Specifications\Selection of General Contractor ............6
      2.4 Commencement Date ...................................................6
      2.5 Tenant's Contribution to Tenant Improvement Costs ...................7
      2.6 Lease Memorandum ....................................................8
      2.7 Use and Conduct of Business..........................................8
      2.8 Compliance with Governmental Requirements and Rules and Regulations..9

SECTION 3: BASE RENT, ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE ..... 9
      3.1 Payment of Rental....................................................9
      3.2 Base Rent............................................................9
      3.3 Lease Security Provisions............................................9
      3.4 Additional Rent.....................................................10
      3.5 Utilities...........................................................15
      3.6 Holdover............................................................16
      3.7 Late Charge.........................................................16
      3.8 Default Rate........................................................16

SECTION 4: MANAGEMENT AND LEASING PROVISIONS ................................ 16
      4.1 Maintenance and Repair by Landlord .................................16
      4.2 Maintenance and Repair by Tenant....................................17
      4.3 Common Areas/Security ..............................................17
      4.4 Tenant Alterations .................................................17
      4.5 Tenant's Work Performance ..........................................18
      4.6 Surrender of Possession.............................................18
      4.7 Removal of Property ................................................18
      4.8 Access..............................................................19
      4.9 Damage or Destruction...............................................19
      4.10 Condemnation.......................................................20
      4.11 Intentionally Omitted .............................................21
      4.12 Indemnification....................................................21
      4.13 Tenant Insurance ..................................................21
      4.14 Landlord's Insurance...............................................22
      4.15 Waiver of Subrogation..............................................22
      4.16 Assignment and Subletting by Tenant ...............................22
      4.17 Assignment by Landlord.............................................24
      4.18 Estoppel Certificates and Financial Statements ....................24
      4.19 Modification for Lender............................................24
      4.20 Hazardous Substances...............................................24

                                       ii

<PAGE>

      4.21 Access Laws .......................................................25
      4.22 Quiet Enjoyment....................................................25
      4.23 Signs..............................................................26
      4.24 Subordination......................................................26
      4.25 Workers Compensation Immunity......................................26
      4.26 Brokers............................................................26
      4.27 Limitation on Recourse.............................................26
      4.28 Mechanic's Liens and Tenant's Personal Property Taxes..............26
      4.29 Landlord's Security Interest ......................................27
      4.30 Occupancy..........................................................27

SECTION 5: DEFAULT AND REMEDIES ..............................................27
      5.2 Remedies............................................................28
      5.3 Right to Perform....................................................30
      5.4 Landlord's Default .................................................30

SECTION 6: MISCELLANEOUS PROVISIONS...........................................30
      6.1 Notices.............................................................30
      6.2 Attorney's Fees and Expenses .......................................30
      6.3 No Accord and Satisfaction..........................................31
      6.4 Successors; Joint and Several Liability.............................31
      6.5 Choice of Law ......................................................31
      6.6 No Waiver of Remedies ..............................................31
      6.7 Offer to Lease......................................................31
      6.8 Force Majeure ......................................................31
      6.9 Landlord's Consent .................................................31
      6.10 Severability; Captions ............................................31
      6.11 Interpretation.....................................................32
      6.12 Incorporation of Prior Agreement; Amendments ......................32
      6.13 Authority..........................................................32
      6.14 Time of Essence ...................................................32
      6.15 Survival of Obligations ...........................................32
      6.16 Consent to Service.................................................32
      6.17 Landlord's Authorized Agents ......................................32
      6.18 Waiver of Jury Trial ..............................................32
      6.19 Guaranty...........................................................32

                               LISTING OF EXHIBITS

Exhibit A   Legal Description of the Land

Exhibit B   Drawing Showing Location and Configuration of the Premises

Exhibit C   Part I, Space Plan,
            Part II, Listing of Plans and Specifications for Tenant Improvements

Exhibit D   Form of Lease Memorandum Exhibit E Rules and Regulations


                                      iii


<PAGE>
                             SECTION 1: DEFINITIONS

Access  Laws:  The  Americans  With  Disabilities  Act of  1990  (including  the
     Americans with Disabilities Act  Accessibility  Guidelines for Building and
     Facilities)  and  all  other  Governmental  Requirements  relating  to  the
     foregoing.

Additional Rent: Defined in paragraph captioned "Additional Rent".

Base Amount Allocable to the Premises: Defined in paragraph captioned
     "Additional Rent".

Base Rent:  The  monthly  amount of Base Rent and the  portion of the Lease Term
     during  which  such  monthly  amount  of Base  Rent  is  payable  shall  be
     determined from the following table. For convenience and ease of reference,
     the annual rental rate for the computation of Base Rent and the annual Base
     Rent are also set forth in tabular form with the annual Base Rent  equaling
     the monthly Base Rent installment  multiplied by twelve. In the case of any
     conflict or inconsistency between the monthly Base Rent installment and the
     other illustrative figures set forth in tabular form or in any computations
     utilizing  such  figures,  the monthly Base Rent  installment  so specified
     shall be controlling and conclusive.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                      Rate                          Monthly Base
                                   Per/Rentable                        Rent
                                     Sq. Ft./       Annual Base      Installment
Applicable Portion of Lease Term     Annum             Rent         (Annual/12)
--------------------------------     -----             ----         -----------
<S>                                   <C>          <C>              <C>
Months 01 through 12                  $16.75       $150,750.00*     $12,562.50*

Months 13 through 24                  $17.25       $155,250.00*     $12,937.50*

Months 25 through 36                  $17.75       $159,750.00*     $13,312.50*

Months 37 through 48                  $18.25       $187,482.25      $15,623.52

Months 49 through 60                  $18.75       $192,618.75      $16,051.56

Months 61 through 72                  $19.25       $197,755.25      $16,479.60

Months 73 through 84                  $19.75       $202,891.75      $16,907.65

Months 85 through 96                  $20.25       $208,028.25      $17,335.69

Months 97 through 108                 $20.75       $213,164.75      $17,763.73

Months 109 through 120                $21.25       $218,301.25      $18,191.77

Months 121 through 122                $21.75       $223,437.75      $18,619.81
--------------------------------------------------------------------------------
</TABLE>

*    Note: Annual and monthly Base Rent for months 01 through 36 of the Lease
     Term as set forth in the above table have been calculated as if the
     Premises contained only nine thousand (9,000) rentable square feet, but is
     subject to the terms and conditions set forth below. Except for the partial
     abatement of Base Rent as provided within this definition of "Base Rent",
     all of Tenant's rights and obligations with respect to the Premises during
     months 01 through 36 of the Lease Term extend to the entire ten thousand
     two hundred seventy-three (10,273) rentable square feet included within the
     definition of the "Premises" as defined in Section 1 of this Lease.

The above rent schedule begins on the first day of the first full month of the
Lease Term. If the Commencement Date is a date other than the first day of a
calendar month, Base Rent for the partial month in which the Commencement Date
occurs shall be at the same rate as months 01 through 12, but 1shall be prorated
as provided in Paragraph 3.2 hereof and shall be payable on the Commencement
Date. Notwithstanding the foregoing, provided that all Base Rent and Additional
Rent then due has been paid and no Event of Default then exists, then subject to
the terms and conditions set forth below Landlord shall abate (a) all Base Rent
applicable to the Premises for (i) months 01 and 02 (but not for the partial
month, if any, preceding the first full calendar month of the Lease Term), (ii)
month 37, (iii) month 49, (iv) month 61, and (v) month 73 (collectively, the
"Full Abatement Periods"). Notwithstanding anything herein to the contrary, (a)
although the Premises consist of ten thousand two hundred seventy-three (10,273)
rentable square feet, Tenant shall pay Base Rent during months 01 through 36
(the "Partial Abatement Period") of the Lease Term calculated as if the Premises
contained only nine thousand rentable square feet (9,000), and the Base Rent in
excess thereof which would otherwise be payable hereunder based upon the Base
Rent rate per rentable square foot set forth in the above table shall be abated
subject to and in accordance with the terms hereof, and (b) if this Lease is
terminated prior to the expiration of the Lease Term as a result of a default by

                                       1
<PAGE>

Tenant, in addition to all other damages to which Landlord may be entitled under
the Lease and applicable law, Tenant immediately and without notice shall pay
Landlord the full amount of all Base Rent which had been abated as aforesaid for
the Full Abatement Periods and the Partial Abatement Period, and Landlord's
damages for future rent shall be calculated as if any future Full Abatement
Periods and Partial Abatement Period did not exist. Tenant acknowledges and
agrees that Tenant shall be liable for all Additional Rent payable during the
Full Abatement Periods and the Partial Abatement Period, including, without
limitation, Use and Occupancy Taxes.

Brokers:  Tenant was represented in this transaction by CRESA Partners of
          Pennsylvania, a licensed real estate broker. Landlord was represented
          in this transaction by CB Richard Ellis, a licensed real estate
          broker.

Building: The building located on the Land at 30 South 15th Street,
          Philadelphia, Pennsylvania 19102, commonly known as One Penn Square
          West and containing approximately 240,594 rentable square feet.

Business Day: Calendar days, except for Saturdays and Sundays and holidays when
              anks are closed in Philadelphia, Pennsylvania.

Claims:   An individual and collective reference to any and all claims, demands,
          damages, injuries, losses, liens, liabilities, penalties, fines,
          lawsuits, actions, other proceedings and expenses (including
          attorneys' fees and expenses incurred in connection with the
          proceeding whether at trial or on appeal).

Commencement Date: The earlier to occur of: (a) the date of Substantial
          Completion; or (b) the date on which Tenant takes possession of all or
          part of the Premises.

ERISA:    The Employee Retirement Income Security Act of 1974, as now or
          hereafter amended, and the regulations promulgated under it.

Estimated Operating Costs Allocable to the Premises:
          Defined in paragraph captioned "Additional Rent".

Events of Default: One or more of those events or states of facts defined in the
          paragraph captioned "Events of Default".

Governmental Agency: The United States of America, the state in which the Land
          is located, any county, city, district, municipality or other
          governmental subdivision, court or agency or quasigovernmental agency
          having jurisdiction over the Land and any board, agency or authority
          associated with any such governmental entity, including the fire
          department having jurisdiction over the Land.

Governmental Requirements: Any and all statutes, ordinances, codes, laws, rules,
          regulations, orders and directives of any Governmental Agency as now
          or later amended.

Hazardous Substance(s): Asbestos, PCBs, petroleum or petroleum-based chemicals
          or substances, urea formaldehyde or any chemical, material, element,
          compound, solution, mixture, sub-stance or other matter of any kind
          whatsoever which is now or later defined, classified, listed,
          designated or regulated as hazardous, toxic or radioactive by any
          Governmental Agency.

Land:     The land upon which the Building is located in Philadelphia County,
          Commonwealth of Pennsylvania, as legally described in Exhibit A
          attached to this Lease.

Landlord: The trust named on the first page of this Lease, or its successors and
          assigns as provided in paragraph captioned "Assignment by Landlord".

Landlord's Agents: The trustee of and consultants and advisors to the Landlord
          and employees of the foregoing, and contractors and licensees of the
          Landlord.

Landlord's Transaction Costs: All costs and expenses incurred by Landlord as a
          direct result of this Lease, including, without limitation, the Tenant
          Improvement Allowance, any usual and customary brokerage fees or
          commissions, reasonable architectural and engineering fees, and
          reasonable attorneys' fees and expenses.

Lease Memorandum: Defined in paragraph entitled "Lease Memorandum".

Lease Security Deposit: The cash sum of Fourteen Thousand Three Hundred
          Thirty-Nine and 40/100 Dollars ($14,339.40).

Lease Term: Commencing on the Commencement Date and ending on the last day
          of that calendar month which is one hundred twenty-two (122) months
          after the Commencement Date, provided that, if the Commencement Date

                                       2

<PAGE>

          is the first day of a calendar month, the Lease Term shall end on the
          last day of the one hundred twenty-second (122nd) calendar month
          beginning on, and including, the Commencement Date.

Lender:   Defined in paragraph entitled "Landlord's Default".

Manager:  CB Richard Ellis, or its replacement as specified by written notice
          from Landlord to Tenant.

Manager's Address: 30 South 15th Street, Fourth Floor, Suite 401, Philadelphia,
          Pennsylvania 19102, which address may be changed by written notice
          from Landlord to Tenant.

Operating Costs: Defined in paragraph captioned "Additional Rent".

Operating Costs Allocable to the Premises: Defined in paragraph captioned
          "Additional Rent".

Permitted Use: General business office uses, so long as such use is consistent
          with Governmental Requirements and with first-class buildings of the
          same or similar use as the Building located in the metropolitan area
          in which the Building is located.

Plans and Specifications: (a) Those certain plans and specifications for the
          Tenant Improvements, if any, as listed in Exhibit C - Part II and any
          modifications to them approved in writing by Landlord and Tenant; or
          (b) if Exhibit C - Part II does not include a listing of such plans
          and specifications, then such plans and specifications shall be
          prepared by Landlord (the "Preparing Party") and delivered to Tenant
          (the "Receiving Party") and approved by Tenant as set forth in the
          paragraph entitled "Plans and Specifications".

Prepaid Rent: Twelve Thousand Five Hundred Sixty-Two and 50/100 Dollars
          ($12,562.50), to be applied toward Base Rent for the first full
          calendar month of the Lease Term.

Premises: The portion of the Building consisting of the entire twelfth floor and
          designated as Suite 1200, depicted on the plan attached as Exhibit B
          and agreed by Landlord and Tenant for all purposes under this Lease to
          consist of approximately ten thousand two hundred seventy-three
          (10,273) rentable square feet. The number of rentable square feet
          recited herein shall be final, conclusive and controlling.

Prime Rate: Defined in paragraph captioned "Default Rate".

Property Taxes: (a) Any form of ad valorem real or personal property tax or
          assessment imposed by any Governmental Agency on the Land, Building,
          related improvements or any personal property owned by Landlord
          associated with such Land, Building or improvements; (b) any other
          form of tax or assessment, license fee, license tax, tax or excise on
          rent or any other levy, charge, expense or imposition made or required
          by any Governmental Agency on any interest of Landlord in such Land,
          Building, related improvements or personal property; (c) any fee for
          services charged by any Governmental Agency for any services such as
          fire protection, street, sidewalk and road maintenance, refuse
          collection, school systems or other services provided or formerly
          provided to property owners and residents within the general area of
          the Land; (d) any governmental impositions allocable to or measured by
          the area of any or all of such Land, Building, related improvements or
          personal property or the amount of any base rent, additional rent or
          other sums payable under any lease for any or all of such Land,
          Building, related improvements or personal property; (e) any gross
          receipts or other excise tax allocable to, measured by or a function
          of any one or more of the matters referred to in clause (d); (f) any
          impositions by any Governmental Agency on any transaction evidenced by
          a lease of any or all of such Land, Building, related improvements or
          personal property or charge with respect to any document to which
          Landlord is a party creating or transferring an interest or an estate
          in any or all of such Land, Building, related improvements or personal
          property; (g) any increase in any of the foregoing based upon
          construction of improvements or change of ownership of any or all of
          such Land, Building, related improvements or personal property, and
          (h) tax consultant fees and expenses and costs of appeals of any
          Property Taxes. Property Taxes shall not include taxes on Landlord's
          net income. Property Taxes also shall not include Use and Occupancy
          Taxes (which are payable separately by Tenant in accordance with
          subparagraph 3.4.8 hereof).

Punch List Work: Minor items of repair, correction, adjustment or completion
          as such phrase is commonly understood in the construction industry in
          the metropolitan area in which the Land is located.

Restrictions: Any covenants,  conditions and restrictions applicable to the Land
     which are recorded with the office for the  recording of deeds,  in and for
     the City of Philadelphia.

                                       3

<PAGE>

Space Plan: The Space Plan attached to this Lease as Exhibit C - Part I
            prepared by Cubellis Associates and designated as Plan SP-3 dated
            September 30, 2004.

Substantial Completion: The date that the Tenant Improvements have been
          completed substantially in accordance with the Plans and
          Specifications, subject to Punch List Work. Notwithstanding the above,
          the Tenant Improvements shall be considered substantially complete
          even though (a) there remains to be completed Punch List Work, the
          lack of which will not materially interfere with Tenant's permitted
          use of the Premises including, without limitation, minor or
          insubstantial details of construction, decoration or mechanical
          adjustment, or (b) there is a delay in substantial completion due to
          Tenant's failure to meet its obligations under this Lease or "Tenant
          Delay" as such term is defined in this Lease, or (c) there are any
          undelivered or uninstalled long lead items previously identified as
          such. Without limiting the foregoing, if the Landlord or the general
          contractor is delayed in substantially completing the Tenant
          Improvements as a result of the occurrence of Tenant Delay, then for
          purposes of determining the Commencement Date, the date of substantial
          completion shall be deemed to be the date that the Tenant Improvements
          would have been substantially completed absent any Tenant Delay. As
          used herein, the phrase "long lead item" shall mean any item of the
          Tenant Improvements or material element thereof which Landlord
          specifically itemizes at the time Landlord reviews Tenant's proposed
          Plans and Specifications as provided in paragraph 2.3 as unavailable
          at the Premises in time to be completed and installed prior to the
          anticipated Commencement Date.

Telecommunication Facilities: Equipment, facilities, apparatus and other
     materials  utilized  for  the  purpose  of  electronic   telecommunication,
     including cable, switches, wires, conduit and sleeves.

Telecommunication Services: Services associated with electronic
     telecommunications, whether in a wired or wireless mode. Basic voice
     telephone services are included within this definition.

Tenant: The person or entity(ies) named on the first page of this Lease.

Tenant Alterations: Defined in paragraph captioned "Tenant Alterations".

Tenant Delay: Any delay in the completion of construction of Tenant Improvements
     resulting from (i) Tenant's failure to comply with the provisions of this
     Lease, including without limitation, Tenant's failure to meet any time
     deadlines established herein, provided that Tenant shall be excused for the
     period of any actual delay caused by events of force majeure, including war
     and acts of God, (ii) any additional time as reasonably determined by
     Landlord required for ordering, receiving, fabricating and/or installing
     long lead items or items of materials or other components of the
     construction of Tenant Improvements, including, without limitation, mill
     work, which are not used in the construction of Tenant Improvements in
     accordance with Landlord's building standards and which causes a delay in
     the Substantial Completion of the Tenant Improvements beyond the time when
     such improvements would otherwise be completed if constructed in accordance
     with the standards used in the remainder of the Building, (iii) delay in
     work caused by submission by Tenant of a request for any change order, (iv)
     any additional time, as reasonably determined by Landlord, required for
     implementation of any change order with respect to the Tenant Improvements,
     (v) any other delay arising from the act or omission of Tenant or Tenant's
     Agents, and/or (vi) the occurrence of any other act, omission, failure, or
     event which this Lease describes as "Tenant Delay.

Tenant Expenditures: Any and all reasonable costs and expenses incurred by
       Tenant in connection with Tenant's move into the Premises, including
       but not limited to the expenses (if applicable) of a moving company
       and/or a move coordinator.

Tenant Improvement Allowance: The maximum amount, if any, to be expended by
       Landlord for the cost of Tenant Improvements (including architectural,
       engineering, permitting and space planning fees, and the Construction
       Management Fee), which maximum shall not exceed Two Hundred Five
       Thousand Four Hundred Sixty and 00/100 Dollars ($205,460.00) or Twenty
       and 00/100 Dollars ($20.00) per rentable square foot of the Premises.

                                       4

<PAGE>

Tenant Improvements: Those alterations or improvements to the Premises as appear
     and are depicted in the Plans and Specifications.

Tenant's Agents: Any and all officers, partners, contractors, subcontractors,
     consultants,  licensees,  agents,  concessionaires,  subtenants,  servants,
     employees, customers, guests, invitees or visitors of Tenant.

Tenant's Pro Rata Share of Operating Costs: is 10,273/238,865 = four and three
     hundred one One thousandths percent (4.301%), which shall be final,
     conclusive and controlling during the Lease Term for all purposes.

Tenant's Pro Rata Share of Property Taxes: is 10,273/240,594 = four and two
     hundred seventy one thousandths percent (4.270%), which shall be final,
     conclusive and controlling during the Lease Term for all purposes.

Use  and Occupancy Taxes: Any use and occupancy tax or assessment imposed by any
     Governmental Agency on the Land, the Building or any personal property
     owned by the Landlord associated with the Building or the Land.

Year: A calendar year commencing January 1 and ending December 31 or that
     portion of the calendar year within the Lease Term.


                          SECTION 2: PREMISES AND TERM

2.1 Lease of Premises.

     2.1.1 Initial Premises. Landlord leases the Premises to Tenant, and Tenant
leases the Premises from Landlord, upon the terms and conditions set forth in
this Lease.

     2.1.2 Retail Space - Right of First Opportunity. During the twelve (12)
month period beginning on the date of this Lease, provided the Tenant is not in
default of any of the terms, covenants and conditions thereof, beyond any
applicable notice and cure periods, and further provided that United Bank of
Philadelphia is itself occupying all of the Premises then demised to Tenant, in
the event that the retail space on the ground floor of the Building which is
presently leased to Citizens Bank (the "Retail Space") shall become available
for lease, subject to any prior rights of renewal, first offer and/or first
refusal held by third parties, Landlord shall first offer the Retail Space to
Tenant on an "AS IS" basis for the balance of the Lease Term at a triple net
annual rent of $50.00 per rentable square foot with annual increases of $1.00
per rentable square foot. Tenant shall have ten (10) days from notification of
Landlord within which to accept Landlord's offer in writing. If Tenant has not
accepted Landlord's offer in writing within said ten (10) day time period and/or
has not executed an amendment to this Lease (or a separate lease) in form and
substance satisfactory to Landlord within five (5) days after Landlord's
delivery of same to the Tenant, this right of first opportunity shall expire,
and the Landlord shall be free to lease the Retail Space to any third party on
the same terms and conditions as offered to Tenant or on such other terms and
conditions as Landlord shall determine in its sole discretion.

2.2 Lease Term.

     2.2.1 Initial Lease Term. The Lease Term shall be for the period stated in
the definition of that term, unless earlier terminated as provided in this
Lease.

     2.2.2 Option to Extend. While the Lease is in full force and effect,
provided the Tenant is not in default of any of the terms, covenants and
conditions thereof, beyond any applicable notice and cure periods, and further
provided that United Bank of Philadelphia is itself occupying all of the
Premises then demised to Tenant, in each case both as of the time of option
exercise and as of the commencement of the herein additional term, Tenant shall
have the right or option (the "Extension Option") to extend the original term of
this Lease for one (1) period of five (5) years (the "Option Period"). Such
extension of the Lease Term shall be on the same terms, covenants and conditions
as provided for in the original term except that (a) Tenant shall have no
further option to extend the Lease Term, (b) the Base Rent shall be ninety-five
percent (95%) of the fair market rental value of the Premises, as determined by
Landlord, taking into account new leases then currently being negotiated or
executed in comparable space located in the Building, including provisions for
subsequent increases and other adjustments, allowances for tenant improvements
and other market incentives, or if no new leases are then being negotiated or
executed in the Building, the fair market rental value shall be determined by
Landlord taking into account new leases then being negotiated or executed for
comparable space located elsewhere in similar office properties or equivalent
buildings located in Philadelphia, Pennsylvania (the fair market rental value as
determined by Landlord in accordance with this clause (b) is referred to herein
as the "Fair Market Rental Value"), provided, however, that in no event shall
the Base Rent on account of any additional term be less than the annual Base
Rent payable for the Premises as of the date immediately preceding the
commencement of such additional term, and (c) Landlord shall have no obligation
to prepare, refurbish or construct the Premises or any part thereof prior to the

                                       5

<PAGE>


commencement of the Option Period or otherwise provide any amount of improvement
allowance in respect of the Premises. Notice (the "Option Notice") of Tenant's
intention to exercise the Extension Option must be given to Landlord, in
writing, at least twelve (12) months prior to the then current expiration of the
Lease Term or the Extension Option shall lapse and be of no further force or
effect, time being of the essence.

     2.2.3 Early Termination Right. Notwithstanding any other provision of this
Lease to the contrary, Tenant shall have the right to terminate this Lease
effective as of the last day of the eighty-fourth (84th) full month of the Lease
Term (the "Early Termination Date"), provided that (a) Tenant provides Landlord
with written notice of its election to terminate not later than the date which
is twelve (12) months prior to the Early Termination Date, which notice shall be
binding and irrevocable (the "Early Termination Notice"), (b) Tenant pays
Landlord a buyout amount equal to the aggregate of (i) the unamortized balance
of Landlord's Transaction Costs, and (ii) an amount equal to three (3) months
Base Rent and Additional Rent at the rate which would be in effect beginning
with month 85 of the Lease Term if the Lease was not terminated (the aggregate
of the foregoing items (i) and (ii) is referred to herein as the "Early
Termination Payment"), one-half of which Early Termination Payment shall be
payable contemporaneously with the delivery of the Termination Notice and
one-half at least ninety (90) days prior to the Early Termination Date (provided
that the Additional Rent component of such payment shall be based upon
Landlord's reasonable estimate and subject to adjustment when such amount is
finally determined), and (c) no Event of Default exists both as of the date of
the Early Termination Notice and as of the Early Termination Date. In the event
of any such early termination, Tenant shall remain liable for any obligations or
expenses arising or accruing hereunder prior to the Early Termination Date. Time
is of the essence for all of the dates set forth in this Paragraph 2.2.3. The
rights granted to Tenant under this subparagraph 2.2.3 are personal to United
Bank of Philadelphia, and shall not inure to the benefit of any sublessee or
assignee of Tenant, but rather shall be deemed null and void and of no further
legal force or effect immediately upon any assignment of this Lease.

2.3 Plans and Specifications\Selection of General Contractor.

     2.3.1 Landlord shall retain Cubellis Associates or another licensed
architect (the "Architect") reasonably satisfactory to Landlord and Tenant to
prepare the Plans and Specifications for the Tenant Improvements based upon the
Space Plan. The Plans and Specifications shall be subject to Tenant's approval,
which approval shall not be unreasonably withheld or conditioned. The Architect
may consult with Landlord's engineer in preparing the Plans and Specifications,
and incorporate such engineer's requirements into the Plans and Specifications.
The reasonable fees of such engineer shall be a Tenant Improvement Cost (as
hereafter defined). Within two (2) Business Days after receipt of a copy of the
Plans and Specifications (or any revisions hereto) from Landlord or the
Architect, Tenant shall provide Landlord with its written approval of the Plans
and Specifications or any specific objections thereto, provided that Tenant may
not make any objection which is inconsistent with the Space Plan. If Tenant does
not provide its written approval of, or specific objections to, the Plans and
Specifications (or any revisions hereto) within two (2) Business Days after its
receipt thereof, then the period from the date of Tenant's receipt of such Plans
and Specifications (or revisions thereto) until the date Tenant approves same or
provides any specific objections thereto shall be deemed "Tenant Delay" and the
Commencement Date shall be deemed to have occurred on the date that Substantial
Completion would have been achieved absent such Tenant Delay. Without limiting
the foregoing, any delay in completion of the Tenant Improvements caused in
whole or in part by any objections made by Tenant to the Plans and
Specifications that are inconsistent with the Space Plan shall constitute Tenant
Delay.

     2.3.2 Landlord shall obtain fixed price bids for the Tenant Improvements
from at least two (2) general contractors that are mutually acceptable to
Landlord and Tenant, provided that the general contractor and the respective
subcontractors of any tier performing the Tenant Improvements in all events
must: (a) be parties to, and bound by, a collective bargaining agreement with a
labor organization affiliated with the Building and Construction Trades Council
of the AFL-CIO applicable to the geographic area in which the Building is
located and to the trade or trades in which the work under the contract is to be
performed and (b) employ only members of such labor organizations to perform
work within their respective jurisdictions. Landlord and Tenant agree that
D'Lauro & Rodgers and The Sullivan Company are mutually acceptable general
contractors. Landlord shall have the right in its sole discretion to select the
general contractor for the Tenant Improvements from any of the mutually
acceptable contractors which has submitted a fixed price bid to the Landlord as
provided above.

                                       6

<PAGE>


2.4 Commencement Date.

     2.4.1 Landlord shall complete the Tenant Improvements in accordance with
the Plans and Specifications. Landlord's completion of the Tenant Improvements
shall be performed by Landlord's contractor selected by Landlord as provided in
Paragraph 2.3.2 hereof, and the Tenant Improvement Allowance shall be applied
against the cost thereof as provided in paragraph 2.5 hereof. Landlord shall
notify Tenant in writing of Substantial Completion. If Tenant believes that
Substantial Completion has not occurred, Tenant shall notify Landlord in writing
of its objections within five (5) Business Days after its receipt of the
Landlord's notice described in the preceding sentence. Landlord shall have a
reasonable time after its receipt of Tenant's notice in which to take such
action as may be necessary to achieve Substantial Completion, and shall notify
Tenant in writing when such has been achieved. Taking of possession by Tenant
shall establish the Commencement Date as specified in the definition of that
term even if Tenant disputes whether Substantial Completion has occurred or
attempts to condition or qualify the taking of possession. Taking of possession
shall further establish that the Premises are in good and satisfactory condition
on the Commencement Date and any alleged defects or deficiencies are waived by
the Tenant except for any incomplete Punch List Work and latent defects. Tenant
shall notify Landlord of any latent defects in the Tenant Improvements within
six (6) months after the Commencement Date or Tenant shall be deemed to have
waived any rights on account thereof. Landlord shall correct any latent defects
in the Tenant Improvements of which Tenant notifies Landlord in writing within
six (6) months after the Commencement Date. With the exception of the Tenant
Improvements to be made by Landlord, Tenant acknowledges that the Premises shall
be delivered AS IS and that no representations as to the condition of the
Premises have been made by Landlord. In the event of any dispute as to whether
Substantial Completion has occurred, a certificate of Landlord's architect or
general contractor shall be deemed conclusive. If on the Commencement Date,
Punch List Work remains to be completed, Landlord and Tenant shall agree on such
Punch List Work prior to occupancy by Tenant and Landlord will work diligently
to complete it within thirty (30) days after the Commencement Date. In no event
shall Tenant's refusal or failure to agree on the nature and extent of Punch
List Work or the existence of items of Punch List Work delay or postpone the
occurrence of the Commencement Date. Tenant shall make no changes to the Plans
and Specifications or the work reflected in the Plans and Specifications without
the consent of Landlord, which consent shall not be unreasonably withheld.

     2.4.2 Notwithstanding anything to the contrary contained herein, in the
event that Landlord has not achieved Substantial Completion of the Tenant
Improvements within one hundred twenty (120) days after the date of this Lease
(subject to extension for Tenant Delay and for events of force majeure as
provided in Paragraph 6.8), then Tenant shall receive a credit against Base Rent
equal to the number of days of delay multiplied by Four Hundred Dollars
($400.00), which credit (the "Late Delivery Credit") shall be applied against
Base Rent commencing on the first day of the third full calendar month of the
Lease Term.

2.5  Tenant's Contribution to Tenant Improvement Costs.

     2.5.1 Tenant shall be responsible for all costs to prepare the Premises for
Tenant's occupancy, including all hard and soft costs, such as and without
limitation, labor and materials, architectural, engineering, project management,
cabling and wiring costs, permitting and space planning fees (collectively, the
"Tenant Improvement Costs"). Tenant further agrees to pay the Landlord a
construction management fee (the "Construction Management Fee") equal to three
percent (3%) of the Tenant Improvement Costs . The Tenant Improvement Allowance
shall be applied against the Tenant Improvement Costs and the Construction
Management Fee. If the cost of the Tenant Improvements and Construction
Management Fee exceeds the Tenant Improvement Allowance, Tenant shall pay such
excess to Landlord on demand and prior to Landlord's commencement of work on the
Tenant Improvements. Any delay in Tenant paying such excess to Landlord shall
constitute Tenant Delay. If the cost of the Tenant Improvements and Construction
Management Fee subsequently increases (or further increases) above the Tenant
Improvement Allowance as a result of change orders requested by Tenant and
approved by Landlord, Tenant shall pay to Landlord such excess within five (5)
Business Days after Substantial Completion of the Tenant Improvements. If Tenant
fails to pay to Landlord the cost of any such excess Tenant Improvements and
Construction Management Fee as and when due, Landlord may elect to suspend work
on the Tenant Improvements pending such timely payment, and the Commencement
Date shall be deemed to have occurred on the date that Substantial Completion
would have been achieved absent such suspension of work. If the aggregate of the
Tenant Improvement Costs and Construction Management Fee is less than the Tenant
Improvement Allowance, upon satisfaction of the conditions set forth below, the
unexpended and unapplied balance thereof remaining after payment in full of the
Tenant Improvement Costs and Construction Management Fee up to a maximum of
Twenty Thousand Five Hundred Forty-Six and 00/100 Dollars ($20,546.00) (based
upon Two and 00/100 Dollars ($2.00) per rentable square foot of the Premises)

                                       7

<PAGE>


shall be available to Tenant in a single draw (the "Tenant Expenditure Draw") to
reimburse Tenant for Tenant Expenditures. Except as expressly provided in the
immediately preceding sentence, Tenant shall not be entitled to receive any
credit or payment on account of any unexpended portion of the Tenant Improvement
Allowance. If applicable, at least fifteen (15) Business Days before the date
upon which the Tenant desires the Tenant Expenditure Draw, the Tenant shall
submit to Landlord (a) an itemized requisition on a form acceptable to the
Landlord stating the amount of the requested advance and the items(s) to be
reimbursed from the proceeds thereof, and (b) copies of invoices for all such
items and evidence of payment in full thereof.

     2.5.2 All Tenant Improvements, regardless of which party constructed or
paid for them, shall become the property of Landlord and shall remain upon and
be surrendered with the Premises upon the expiration or earlier termination of
this Lease; provided that, at Landlord's election and upon notice to Tenant,
Tenant shall be required to remove all or any portion of the Tenant Improvements
(including Telecommunication Facilities) upon the expiration or earlier
termination of this Lease. Notwithstanding the foregoing, if Tenant's approval
of the Plans and Specifications submitted to the Landlord is accompanied by a
written request that Landlord identify any Tenant Improvements that Landlord may
require Tenant to remove upon the expiration or earlier termination of the
Lease, Landlord shall identify such Tenant Improvements (if any) by notice to
Tenant within five (5) Business Days after Landlord's receipt of Tenant's
request.

     2.5.3 Notwithstanding Landlord's engagement of the Architect to prepare the
Plans and Specifications, Tenant shall be solely responsible for the design of
the Tenant Improvements based upon Tenant's review and approval of same. Tenant
acknowledges that Landlord's engagement of the Architect was for the convenience
of Tenant, and Landlord shall have no liability to Tenant or to any other person
for errors or omissions in the Plans and Specifications or in the Tenant
Improvements. Tenant shall indemnify, defend, protect and hold Landlord and
Landlord's Agents harmless from all Claims which arise in any way, directly or
indirectly from or in connection with the design of the Tenant Improvements,
including without limitation, claims arising from the work of the Architect, or
Landlord's engineer, employees or agents.

     2.6 Lease Memorandum. Contemporaneously with Substantial Completion,
Landlord shall prepare and submit to the Tenant a Lease Memorandum in the form
of Exhibit D, completed in good faith by Landlord, and executed by Landlord. The
information inserted on the Lease Memorandum shall be controlling and conclusive
and shall prevail over any inconsistent provision in this Lease on (a) the
mutual execution of the Lease Memorandum by Landlord and Tenant or (b) the lapse
of ten (10) Business Days following delivery of the Lease Memorandum to Tenant
without Tenant delivering to Landlord a written objection to all or part of the
information in the Lease Memorandum. If Tenant does object in good faith to any
information set forth in the Lease Memorandum, it shall execute the Lease
Memorandum subject to its specifically-stated, written objections. Tenant must
explain the reasons for its objections in reasonable detail. That portion of the
Lease Memorandum to which no objection was made shall be conclusive and
controlling. Tenant's refusal or failure to execute a Lease Memorandum shall
neither prevent nor delay the occurrence of the Commencement Date. In no event
shall the Lease Memorandum be recorded.

2.7  Use and Conduct of Business.

     2.7.1 The Premises are to be used only for the Permitted Uses, and for no
other business or purpose without the prior consent of Landlord. Landlord makes
no representation or warranty as to the suitability of the Premises for Tenant's
intended use, provided, however, to Landlord's actual knowledge, the Premises
and the Building are properly zoned for general office use. Tenant shall, at its
own cost and expense, obtain and maintain any and all licenses, permits, and
approvals necessary or appropriate for its use, occupation and operation of the
Premises for the Permitted Uses. Tenant's inability to obtain or maintain any
such license, permit or approval necessary or appropriate for its use,
occupation or operation of the Premises shall not relieve it of its obligations
under this Lease, including the obligation to pay Base Rent and Additional Rent.

     2.7.2 No act shall be done in or about the  Premises  that is  unlawful  or
that will  increase the existing  rate of insurance on any or all of the Land or
Building.  Tenant shall not commit or allow to be  committed  or exist:  (a) any
waste upon the Premises,  (b) any public or private nuisance,  or (c) any act or
condition  which  disturbs  the  quiet  enjoyment  of any  other  tenant  in the
Building,  violates any of Landlord's contracts affecting any or all of the Land
or Building,  creates or contributes to any work  stoppage,  strike,  picketing,
labor disruption or dispute, interferes in any way with the business of Landlord
or any other  tenant in the  Building  or with the rights or  privileges  of any
contractors,  subcontractors,  licensees, agents,  concessionaires,  subtenants,
servants,  employees,  customers,  guests,  invitees  or  visitors  or any other
persons  lawfully in and upon the Land or Building,  or causes any impairment or
reduction of the good will or reputation of the Land or Building.

                                       8

<PAGE>


     2.7.3 Tenant shall not, without the prior consent of Landlord, use any
apparatus, machinery, device or equipment in or about the Premises which will
cause any substantial noise or vibration or any increase in the normal
consumption level of electric power. If any of Tenant's apparatus, machinery,
devices or equipment should disturb the quiet enjoyment of any other tenant in
the Building, then Tenant shall provide, at its sole cost and expense, adequate
insulation or take other such action, including removing such apparatus,
machinery, devices or equipment, as may be necessary to eliminate the
disturbance. No food or beverage dispensing machines shall be installed by
Tenant in the Premises without the prior written consent of Landlord, except for
those machines which are solely for the use of Tenant.

     2.8 Compliance with Governmental Requirements and Rules and Regulations.
Tenant shall comply with all Governmental Requirements and Restrictions relating
to its use, occupancy and operation of the Premises and shall observe such
reasonable rules and regulations as may be adopted and published by Landlord
from time to time for the safety, care and cleanliness of the Premises and the
Building, and for the preservation of good order in the Building and for the
administration and management of the Building. Current Rules and Regulations are
attached to this Lease as Exhibit E.


    SECTION 3: BASE RENT, ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE

     3.1 Payment of Rental. Tenant agrees to pay Base Rent, Additional Rent and
any other sum due under this Lease to Landlord without demand, deduction,
credit, adjustment or offset of any kind or nature, in lawful money of the
United States when due under this Lease, at the offices of Manager at Manager's
Address, or to such other party or at such other place as Landlord may from time
to time designate in writing.

     3.2 Base Rent. On execution of this Lease, Tenant shall pay to Landlord the
amount specified in the definition of Prepaid Rent for the month specified in
the definition of that term. Tenant agrees to pay the monthly installments of
Base Rent to Landlord, without demand and in advance, on or before the first day
of each calendar month of the Lease Term. The monthly Base Rent installment for
any partial month at the beginning or end of the Lease Term shall be prorated.
Base Rent for any partial month at the beginning of the Lease Term shall be paid
by Tenant on the Commencement Date.

3.3 Lease Security Provisions.

     3.3.1 On execution of this Lease, Tenant shall pay to Landlord the sum
specified in the definition of the term Lease Security Deposit, as security for
the full and faithful payment of all sums due under this Lease and the full and
faithful performance of every covenant and condition of this Lease to be
performed by Tenant. If Tenant shall breach or default with respect to any
payment obligation or other covenant or condition of this Lease, Landlord may
apply all or any part of the Lease Security Deposit to the payment of any sum in
default or any damage suffered by Landlord as a result of such breach or
default, and in such event, Tenant shall, upon demand by Landlord, deposit with
Landlord the amount so applied so that Landlord shall have the full Lease
Security Deposit on hand at all times during the Lease Term. In the event Tenant
defaults on its obligations to pay Base Rent, Additional Rent or any other sum
as and when due under this Lease on more than two occasions during any twelve
(12) month period, Landlord may, at any time thereafter require an increase in
the Lease Security Deposit by an amount equal to twenty-five percent (25%) of
the amount specified in the definition of the term Lease Security Deposit and
Tenant shall immediately deposit such additional amount with Landlord upon
Landlord's demand. Following such increase, the definition of the term Lease
Security Deposit shall refer to the amount of the Lease Security Deposit prior
to the increase plus the increased amount. The remedy of increasing the Lease
Security Deposits for Tenant's multiple defaults shall be in addition to and not
a substitute for any of Landlord's other rights and remedies under this Lease or
applicable Law. Additionally, Landlord's use or application of all or any
portion of the Lease Security Deposit shall not preclude or impair any other
rights or remedies provided for under this Lease or under applicable law and
shall not be construed as a payment of liquidated damages.

                                       9

<PAGE>


     3.3.2 If Tenant shall have fully  complied  with all of the  covenants  and
conditions of this Lease,  the remaining Lease Security  Deposit shall be repaid
     to Tenant, without interest, within thirty (30) Business Days after the
expiration of this Lease. Tenant may not mortgage, assign, transfer or encumber
the  Lease  Security  Deposit  and any such act on the part of  Tenant  shall be
without force or effect.

     3.3.3 In the event any bankruptcy, insolvency, reorganization or other
creditor-debtor proceedings shall be instituted by or against Tenant, the Lease
Security Deposit shall be deemed to be applied first to the payment of Base
Rent, Additional Rent and all other sums payable under this Lease to Landlord
for all periods prior to the institution of such proceedings and the balance, if
any, may be retained by Landlord and applied against Landlord's damages.

     3.3.4 In the event of a sale or transfer of Landlord's estate or interest
in the Land and Building, Landlord shall have the right to transfer the Lease
Security Deposit to the vendee or the transferee, and Landlord shall be
considered released by Tenant from all liability for the return of the Lease
Security Deposit. Tenant shall look solely to the transferee for the return of
the Lease Security Deposit, and it is agreed that all of the foregoing shall
apply to every transfer or assignment made of the Lease Security Deposit to a
new transferee. No mortgagee or purchaser of any or all of the Building at any
foreclosure proceeding brought under the provisions of any mortgage shall
(regardless of whether the Lease is at the time in question subordinated to the
lien of any mortgage) be liable to Tenant or any other person for any or all of
such sum (or any other or additional Lease Security Deposit or other payment
made by Tenant under the provisions of this Lease), unless Landlord has actually
delivered it in cash to such mortgagee or purchaser, as the case may be.

     3.3.5 In the event of any rightful  and  permitted  assignment  of Tenant's
interest in this Lease, the Lease Security Deposit shall be deemed to be held by
Landlord as a deposit made by the assignee,  and Landlord  shall have no further
liability  to the  assignor  with  respect to the  return or the Lease  Security
Deposit.

     3.4 Additional Rent. Definitions of certain terms used in this paragraph
are set forth in the last subparagraph of this paragraph entitled "Additional
Rent". Tenant agrees to pay to Landlord Additional Rent as computed in this
paragraph (individually and collectively the "Additional Rent"):

     3.4.1 Estimated Operating Costs. Tenant shall pay to Landlord as Additional
Rent one-twelfth (1/12) of the amount, if any, by which the Estimated Operating
Costs Allocable to the Premises exceeds the Base Amount Allocable to the
Premises. This sum shall be paid in advance on or before the first day of each
calendar month of the Lease Term. Landlord shall furnish Tenant a written
statement of Estimated Operating Costs Allocable to the Premises in advance of
the commencement of each Year. If such written statement is furnished after the
commencement of the Year (or as to the first Year during the Lease Term, after
the Commencement Date), Tenant shall also make a retroactive lump-sum payment to
Landlord equal to the monthly payment amount multiplied by the number of months
during the Year (or as to the first Year during the Lease Term, after the
Commencement Date) for which no payment was paid. Notwithstanding the foregoing,
Landlord reserves the right, from time to time during each Year, to revise the
Estimated Operating Costs Allocable to the Premises and upon notice to Tenant of
such revision, Tenant shall adjust its payment to Landlord under this
subparagraph 3.4.1 accordingly.

     3.4.2 Actual Costs. After the close of each Year, Landlord shall deliver to
Tenant a written statement setting forth the Operating Costs Allocable to the
Premises during the preceding Year. If such Operating Costs Allocable to the
Premises for any Year exceed the Estimated Operating Costs Allocable to the
Premises paid by Tenant to Landlord pursuant to subparagraph 3.4.1 for such
Year, Tenant shall pay the amount of such excess to Landlord within twenty (20)
Business Days after receipt of such statement by Tenant. If such statement shows
the Operating Costs Allocable to the Premises to be less than the Estimated
Operating Costs Allocable to the Premises paid by Tenant to Landlord pursuant to
subparagraph 3.4.1, then the amount of such overpayment shall be paid by
Landlord to Tenant within twenty (20) Business Days following the date of such
statement or, at Landlord's option, shall be credited towards the installment(s)
of Additional Rent next coming due from Tenant.

     3.4.3 Determination.  The determination of Operating Costs Allocable to the
Premises shall be made by Landlord.

     3.4.4 Landlord shall maintain records concerning estimated and actual
Operating Costs Allocable to the Premises for no less than twelve (12) months
following the period covered by the statement or statements furnished Tenant,
after which time Landlord may dispose of such records. Provided that Tenant is
not then in default of its obligation to pay Base Rent, Additional Rent or other
payments required to be made by it under this Lease and provided that Tenant is
not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and
expense, cause a Qualified Person (defined below) to inspect Landlord's records.
Such inspection, if any, shall be conducted no more than once each Year, during
Landlord's normal business hours within ninety (90) calendar days after receipt

                                       10

<PAGE>

of Landlord's written statement of Operating Costs Allocable to the Premises for
the previous year, upon first furnishing Landlord at least twenty (20) calendar
days prior written notice. As a condition to Tenant's right to conduct such
inspection, Tenant agrees (a) to promptly furnish Landlord (at Tenant's cost)
with a copy of all draft and final reports of Tenant's examination of Landlord's
records, and (b) that neither Tenant nor any of Tenant's Agents shall divulge
the contents of Landlord's records or the results of its examination to any
third party. Any errors disclosed by the review shall be promptly corrected by
Landlord; provided, however, that if Landlord disagrees with any such claimed
errors, Landlord shall have the right to cause another review to be made by an
auditor of Landlord's choice. In the event the results of the review of records
(taking into account, if applicable, the results of any additional review caused
by Landlord) reveal that Tenant has overpaid obligations for a preceding period,
the amount of such overpayment shall be credited against Tenant's subsequent
installment of Base Rent, Additional Rent or other payments due to Landlord
under the Lease. In the event that such results show that Tenant has underpaid
its obligations for a preceding period, the amount of such underpayment shall be
paid by Tenant to Landlord with the next succeeding installment obligation of
estimated Operating Costs Allocable to the Premises. If the actual Operating
Costs Allocable to the Premises for any given Year were improperly computed and
if the actual Operating Costs Allocable to the Premises are overstated by more
than five percent (5%), Landlord shall reimburse Tenant for the reasonable cost
of its audit.

     3.4.5 End of Term.  If this Lease shall  terminate  on a day other than the
last day of a Year, (a) Landlord shall estimate the Operating Costs Allocable to
the  Premises  and  Property  Taxes  Allocable  to the  Premises  for such  Year
predicated on the most recent reliable  information  available to Landlord;  (b)
the amount  determined  under clause (a) of this  sentence  shall be prorated by
multiplying  such amount by a fraction,  the numerator of which is the number of
days within the Lease Term in such Year and the denominator of which is 360; (c)
the Operating  Costs Base Amount  Allocable to the Premises shall be prorated in
the manner  described  in clause  (b);  (d) the clause  (c)  amount  (i.e.,  the
prorated  Operating  Costs  Base  Amount  Allocable  to the  Premises)  shall be
deducted  from the  clause  (b)  amount  (i.e.,  the  prorated  Operating  Costs
Allocable to the  Premises);  (e) if the clause (d) amount exceeds the Estimated
Operating  Costs  Allocable to the Premises  paid by Tenant for the last Year in
the Lease Term,  then Tenant shall pay the excess to Landlord within twenty (20)
Business  Days  after  Landlord's  delivery  to Tenant of a  statement  for such
excess; and (f) if the Estimated  Operating Costs Allocable to the Premises paid
by Tenant for the last Year in the Lease  Term  exceeds  the clause (d)  amount,
then Landlord  shall refund to Tenant the excess within the twenty (20) Business
Day  period  described  in clause (e) if Tenant is not then in default of any of
its obligations under this Lease. Landlord's and Tenant's obligations under this
paragraph shall survive the expiration or other termination of this Lease.

     3.4.6 Definitions. Each underlined term in this subparagraph shall have the
meaning set forth next to that underlined term:

          Operating Costs Base Amount Allocable to the Premises: The Operating
          Costs Allocable to the Premises for the year beginning January 1, 2005
          and ending December 31, 2005 (the "Base Year").

          Estimated Operating Costs Allocable to the Premises: Landlord's
          written estimate of Operating Costs Allocable to the Premises for a
          Year to be given by Landlord to Tenant pursuant to subparagraph 3.4.1.

          Operating Costs (net of Property Taxes): All expenses paid or incurred
          by Landlord for maintaining, operating, owning and repairing any or
          all of the Land, Building, Premises, related improvements, and the
          personal property used in conjunction with such Land, Building,
          Premises and related improvements, except for Property Taxes. Included
          are all expenses paid or incurred by Landlord for: (a) utilities,
          including electricity, water, gas, sewers, fire sprinkler charges,
          refuse collection, Telecommunication Services, cable television,
          steam, heat, cooling or any other similar service and which are not
          payable directly by tenants in the Building; (b) supplies; (c)
          cleaning, painting and janitorial services (including window washing),
          landscaping and landscaping maintenance (including irrigating,
          trimming, mowing, fertilizing, seeding and replacing plants), snow
          removal and other services; (d) security services, if any; (e)
          insurance premiums and applicable insurance deductible payments by
          Landlord; (f) management fees not to exceed five percent (5%) of gross
          rents; (g) compensation (including employment taxes and fringe
          benefits) of all persons and business organizations who perform duties
          in connection with any service, repair, maintenance, replacement or
          improvement or other work included in this subparagraph; (h) license,
          permit and inspection fees; (i) assessments and special assessments
          due to deed restrictions, declarations or owners associations or other
          means of allocating costs of a larger tract of which the Land is a
          part; (j) rental of any machinery or equipment; (k) audit fees and

                                       11

<PAGE>

          accounting services related to the Building, and charges for the
          computation of the rents and charges payable by tenants in the
          Building (but only to the extent the cost of such fees and services
          are in addition to the cost of the management fee); (l) the cost of
          repairs or replacements; (m) charges under maintenance and service
          contracts; (n) legal fees and other expenses of legal or other dispute
          resolution proceedings, other than legal fees incurred by Landlord in
          connection with the leasing of the Building or the enforcement of
          tenant leases; (o) maintenance and repair of the roof and roof
          membranes, (p) costs incurred by Landlord for compliance with any and
          all Governmental Requirements, including Access Laws, and to increase
          the efficiency of any electrical, mechanical or other system servicing
          the Building or the Land; (q) elevator service and repair, if any; (r)
          business taxes and license fees; and (s) any other expense or charge
          which in accordance with generally accepted accounting and management
          principles would be considered an expense of maintaining, operating,
          owning or repairing the Building. Any capital expenses which may be
          included in Operating Costs (net of Property Taxes) pursuant to items
          (p), (q), and (s) above (collectively, the "Includable Capital
          Expenditures") shall be amortized with interest return at the Prime
          Rate plus two (2) percentage points over the estimated useful life of
          the capital improvement as determined by Landlord and the annual
          amortization of principal and interest attributable to the Lease Term
          shall be an Operating Cost. Operating Costs which may constitute
          Includable Capital Expenditures shall include: replacement of roof
          structure and roof membranes; exterior painting; parking area
          resurfacing, resealing and restriping parking areas and driveways and
          upgrading Building common systems and facilities (including HVAC
          systems, and if owned by Landlord, Telecommunication Facilities). If
          any facilities, services or utilities used in connection with the
          Building are provided from another building owned or operated by
          Landlord or vice versa, the costs incurred by Landlord in connection
          with them will be allocated to Operating Costs by Landlord on an
          equitable basis. All Operating Costs will be net of, or have deducted,
          all discounts or reductions actually received by Landlord.

          Exclusions from Operating Costs: Operating Costs shall not include any
          of the following:

               (a) ground rent;

               (b) interest and amortization of funds borrowed by Landlord for
          items other than capital improvements;

               (c) leasing commissions and advertising, marketing, and space
          planning expenses incurred in procuring tenants;

               (d) salaries, wages, or other compensation paid to officers or
          executives of Landlord in their capacities as officers and executives;

               (e) costs or expenses required to be capitalized in accordance
          with generally accepted accounting principles ("Capital
          Expenditures"), except for Includable Capital Expenditures;

               (f) rentals for equipment which if purchased, rather than rented,
          would constitute a Capital Expenditure that is excluded from Operating
          Expenses under the preceding clause (e), excluding, however, (i)
          equipment not affixed to the Building that is used in providing
          janitorial or similar services and (ii) equipment which is otherwise
          needed in connection with normal repairs and maintenance of the
          Building, including Building systems;

               (g) costs of repairs, restoration, replacements or other work
          made necessary by casualty to the extent Landlord actually receives
          insurance proceeds on account thereof under policies where the premium
          for same was paid for and included in Operating Expenses;

               (h) costs to prepare any leasable space in the Building for
          current or prospective tenants, including the costs of permits,
          licenses, inspections, and leasehold improvements (but excluding
          maintenance and repairs of base building systems);

               (i) attorneys' fees incurred in connection with the negotiation
          and preparation of letters, deal memos, letters of intent, leases,
          subleases or assignments incurred in connection with lease, sublease
          or assignment transactions with present or prospective tenants or
          other occupants of the Building;

               (j) expenses in connection with services or other benefits that
          are not offered to Tenant or for which Tenant is charged for directly;

               (k) costs incurred by Landlord due to the violation by Landlord
          or any tenant of the terms and conditions of any lease of space in the
          Building;

                                       12

<PAGE>
               (l) above market fees for goods or services provided by any
          affiliate of Landlord, but only to the extent of the portion thereof
          which is above market (and, for purposes hereof, Tenant shall have the
          burden of proving that any such fee is above market based upon
          comparable first class properties in Philadelphia);

               (m) Landlord's general corporate overhead and general and
          administrative expenses which are not specific to the Building;

               (n) costs of utilities including electricity, water, sewer, and
          gas furnished to rentable areas of the Building to the extent such
          utilities are separately metered, other than (a) such types of
          utilities as are furnished to the Premises without separate charge to
          Tenant, and (b) to the extent not included in clause (a), such
          utilities as are necessary to heat, cool, and light any vacant
          rentable area of the Building to the extent necessary to maintain such
          space;

               (o) services and utilities provided, taxes attributable to, and
          costs incurred in connection with the operation of the retail space on
          the ground level of the Building, except to the extent the square
          footage of such retail space is included in the rentable square feet
          of the Building used to calculate Tenant's Pro Rata Share and do not
          exceed the services, utility and tax costs that would have been
          incurred had such retail space been used for general office purposes;

               (p) costs incurred in connection with upgrading the Building to
          comply with life, fire and safety codes, ordinances, statutes or other
          laws in effect prior to the date of this Lease, including penalties or
          damages incurred due to non-compliance;

               (q) tax penalties incurred as a result of Landlord's negligence,
          inability or unwillingness to make payments or to file any tax or
          informational returns when due (unless the same is the result of
          Tenant's failure to timely make any payment in respect thereof
          required hereunder);

               (r) costs  arising  solely from the gross  negligence  or willful
          misconduct of Landlord or Landlord's Agents;

               (s) costs incurred to comply with laws relating to the removal of
          Hazardous Substances which were in existence in the Building or on the
          Land prior to the date hereof (and, for purposes hereof, Tenant shall
          have the burden of proving that such Hazardous Substances were in
          existence in the Building or on the Land prior to the date hereof),
          and was of such a nature that a federal, state or municipal
          governmental authority, if it had then had knowledge of the presence
          of such hazardous material, in the state, and under the conditions
          that it then existed in the Building or on the Land, would have then
          required the removal of such Hazardous Substances or other remedial or
          containment action with respect thereto; and costs incurred to remove,
          remedy, contain, or treat Hazardous Substances, which Hazardous
          Substances are brought into the Building or onto the Land after the
          date hereof by Landlord and is of such a nature, at that time, that a
          federal, state or municipal governmental authority, if it had then had
          knowledge of the presence of such Hazardous Substances, in the state,
          and under the conditions, that it then exists in the Building or on
          the Land, would have then required the removal of such Hazardous
          Substances or other remedial or containment action with respect
          thereto;

               (t) charitable or political contributions;

               (u) acquisition costs of sculpture, paintings or other objects of
          art; and

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

     Gross-Up Provision: If less than one hundred percent (100%) of the net
     rentable area of the Building is occupied by tenants at all times during
     any Year (including the Base Year), then Operating Costs for such Year
     shall include all additional costs and expenses that Landlord reasonably
     determines would have been incurred had one hundred percent (100%) of the
     Building been occupied at all times during such Year by tenants.

     Operating Costs Allocable to the Premises: The product of Tenant's Pro Rata
     Share times Operating Costs (net of Property Taxes).


                                       13

<PAGE>

     Property Tax Base Amount: Tenant's Pro Rata Share of the Property Taxes
     payable for the year beginning January 1, 2005 and ending December 31,
     2005.

     Property Taxes Allocable to the Premises: Tenant's Pro Rata Share of
     Property Taxes.

     Qualified Person: This means an accountant or other person experienced in
     accounting for income and expenses of office projects, who is engaged
     solely by Tenant on terms which do not entail any compensation based or
     measured in any way upon any savings in Additional Rent or reduction in
     Operating Costs Allocable to the Premises achieved through the inspection
     process described in this subparagraph.

          3.4.7 Property Tax Escalation.

               (a) In addition to the payments required by the previous
          subparagraphs of this paragraph, Tenant shall pay as Additional Rent
          to Landlord the amount, if any, by which the Property Taxes Allocable
          to the Premises for the current tax year exceeds the Property Tax Base
          Amount. This sum shall be paid by Tenant to Landlord within twenty
          (20) Business Days after receipt of an invoice from Landlord.

               (b) In lieu of making a single lump sum payment to Landlord as
          provided in the preceding subparagraph (a) above, at Landlord's
          option, Tenant shall pay as Additional Rent to Landlord one-twelfth
          (1/12) of the amount, if any, by which (a) Landlord's estimate of the
          Property Taxes Allocable to the Premises for the current tax year
          exceeds the Property Tax Base Amount. This sum shall be paid in
          advance on or before the first day of each calendar month of the Lease
          Term. If Landlord exercises such option, after the close of each tax
          year during the Lease Term, Landlord shall deliver to Tenant a written
          statement setting forth (1) the actual Property Taxes Allocable to the
          Premises for the preceding tax year, (2) the difference between the
          amount referred to in clause (1) and the Property Tax Base Amount and
          (3) the differential between the amount referred to in clause (2) and
          the sum of the tentative monthly payments toward such amount made by
          Tenant. If the differential referred to in clause (3) of the previous
          sentence represents an underpayment by Tenant, such differential shall
          be paid to Landlord within twenty (20) Business Days after delivery of
          Landlord's written statement to Tenant; if such differential
          represents an overpayment by Tenant, Landlord shall, at its option,
          either credit such overpayment to the installment(s) of Additional
          Rent next coming due from Tenant or refund such overpayment to Tenant
          within twenty (20) Business Days after Tenant's concurrence in the
          amount due as a refund.

               (c) If the Lease Term begins or ends on a day other than the
          beginning or end of a tax year, the amount due as described in
          subparagraphs (a) or (b) of this subparagraph (as applicable) shall be
          prorated on a per diem basis with reference to the tax year.

               (d) The provisions of this subparagraph 3.4.7 shall survive the
          expiration or other termination of this Lease.

          3.4.8 Tenant's Costs. Tenant agrees to reimburse or pay Landlord
     within twenty (20) Business Days after invoice from Landlord for (a) any
     cleaning expenses incurred by Landlord, including carpet cleaning, garbage
     and trash removal expenses, over and above the normal cleaning provided by
     Landlord, if any, (b) any expense incurred by Landlord for usage in the
     Premises of heating, ventilating and air conditioning services, elevator
     services, electricity, water, janitorial services, or any other services or
     utilities over and above the normal usage for the Premises, (c) any expense
     incurred by Landlord relating to or arising out of the usage by Tenant or
     Tenant's Agents of the public or common areas of the Building or Land, or
     any of the equipment contained therein, which usage is over and above the
     normal usage for such public or common areas or equipment, and (d) any
     other direct expense incurred by Landlord on Tenant's behalf. Landlord
     reserves the right to install and activate separate metering of
     electricity, water or other utilities to the Premises at Landlord's cost,
     in which case the Operating Costs Base Amount Allocable to the Premises and
     Operating Costs shall be adjusted accordingly. Notwithstanding the
     foregoing, if landlord installs separate metering of electricity, water or
     other utilities to the Premises due to Tenant's usage thereof which is
     above normal usage for the Premises, Tenant agrees to reimburse or pay
     Landlord within twenty (20) Business Days after invoice from Landlord for
     all costs of such separate metering.

          3.4.9 Use and Occupancy Tax. In addition to the payments required by
     the previous subparagraphs of this paragraph, Tenant shall pay as
     Additional Rent to Landlord its proportionate share of Use and Occupancy
     Taxes. Such payments shall be made by Tenant monthly on the same date that
     Base Rent is due and payable.


                                       14

<PAGE>

          3.4.10 Payments Deemed Additional Rent. Any sums payable under this
     Lease pursuant to this paragraph or otherwise shall be Additional Rent and,
     in the event of nonpayment of such sums, Landlord shall have the same
     rights and remedies with respect to such nonpayment as it has with respect
     to nonpayment of the Base Rent due under this Lease.

     3.5 Utilities.

          3.5.1 Landlord shall have the right from time to time to select the
     company or companies providing electricity, gas, fuel, one or more
     categories of Telecommunication Services and any other utility services to
     the Building. Beginning on the Commencement Date, all electrical usage in
     the Premises, including HVAC, shall be submetered and the actual charges
     incurred shall be paid separately as Additional Rent by Tenant pursuant to
     invoices provided by Landlord. Except as provided above, Tenant shall
     contract directly and pay for all water, gas, heat, power,
     Telecommunication Services, sewer, sprinkler charges and other utilities
     used on or from the Premises together with any taxes, penalties, surcharges
     or similar charges relating to such utilities. If any such service is not
     separately metered to the Premises or is not otherwise separately accounted
     for and billed to Tenant, the cost therefor shall be an Operating Cost
     under this Lease. Except as provided in subparagraph 3.5.3 hereof and the
     provision of utility services to the Building by local utility companies,
     Landlord shall provide Tenant with hot and cold water in the Premises and
     any common area restroom facilities.

          3.5.2 Tenant acknowledges that space on the Building rooftop and in
     Building risers, equipment rooms and equipment closets is limited. If
     Tenant requires Telecommunication Services for the Premises other than from
     the provider or providers of Telecommunication Services selected by
     Landlord and whose Telecommunication Facilities are installed in or about
     the Building or on the rooftop of the Building, provision for alternate or
     supplemental Telecommunication Services or Telecommunication Facilities has
     been made in a license agreement accompanying and made part of this Lease.
     Unless otherwise required by law, neither Tenant, nor a provider of
     Telecommunication Services to Tenant, in the future shall be entitled to
     locate or install Telecommunication Facilities in, on or about the Building
     without (a) first obtaining Landlord's advance, written consent (which
     shall not be unreasonably withheld) and (b) the advance execution by
     Landlord and Tenant of a satisfactory agreement granting a license to
     Tenant for such purposes and setting forth the scope, the Additional Rent,
     if any, royalties and the other terms and conditions of that license, and
     (c) Tenant negotiating and obtaining the right, if any is required, to
     bring such Telecommunication Facilities across public or private property
     to an approved entry point to the Building. The agreement referred to in
     clause (b) of the previous sentence shall be incorporated in and become
     part of this Lease. Any future application by Tenant for permission to
     locate or install Telecommunication Facilities shall (1) be in such form
     and shall be accompanied by such supporting information as the Landlord may
     require, (2) be subject to such procedures, regulations and controls as the
     Landlord may specify and (3) be accompanied by such payment as the Landlord
     may reasonably request to reimburse Landlord for its costs of evaluating
     and processing the application and in negotiating and preparing the
     agreement described earlier in this subparagraph.

          3.5.3 Landlord shall in no case be liable or in any way be responsible
     for damages or loss to Tenant arising from the failure of, diminution of or
     interruption in electrical power, natural gas, fuel, Telecommunication
     Services, sewer, water, or garbage collection services, other utility
     service or building service of any kind to the Premises, unless such
     interruption in, deprivation of or reduction of any such service was caused
     by the gross negligence or willful misconduct of Landlord, its agents or
     contractors or by a failure in facilities, equipment or systems in the
     Landlord's ownership. To the extent that Landlord bears any responsibility
     for any such interruption, deprivation or reduction in utility or building
     services to the Premises, Landlord's responsibility and Tenant's remedy
     shall be limited to an abatement in Base Rent for the period beginning with
     (a) the day which is five (5) Business Days after the date on which Tenant
     delivers notice to Landlord of such interruption, deprivation or reduction
     and that Tenant is being deprived of all reasonable use of the Premises and
     ending on (b) the date such interruption, deprivation or reduction which is
     Landlord's responsibility is not causing Tenant to be deprived of all
     reasonable use of the Premises.

          3.5.4 HVAC service shall be provided to the Premises Monday through
     Friday (excluding holidays) from 8:00 a.m. to 6:00 p.m. and Saturdays
     (excluding holidays) from 8:00 a.m. to 1:00 p.m. If Tenant shall require
     after-hours HVAC, Tenant may request such service by notifying Landlord's
     Manager not later than 11:00 a.m. of the day prior to the day on which such
     after-hours service shall be needed, and not later than 2:00 p.m. on the
     Thursday preceding any

                                       15

<PAGE>

     weekend for which such after-hours service shall be needed reasonably
     estimating the number of hours required for such after-hours service.
     Tenant shall pay for such additional HVAC service at Landlord's hourly rate
     in effect from time to time and shall pay all charges therefor when and as
     billed by Landlord. Such charges shall be deemed Additional Rent under the
     Lease.

     3.6 Holdover. Tenant is not authorized to hold over beyond the expiration
or earlier termination of the Lease Term. If Landlord consents to a holdover and
no other agreement is reached between Tenant and Landlord concerning the
duration and terms of the Holdover, Tenant's holdover shall be a month-to-month
tenancy. During such tenancy, Tenant shall pay to Landlord one hundred fifty
percent (150%) of the rate of Base Rent in effect on the expiration or
termination of the Lease Term plus all Additional Rent and other sums payable
under this Lease, and shall be bound by all of the other covenants and
conditions specified in this Lease, so far as applicable. If the Landlord does
not consent to the Tenant's remaining in possession, Landlord shall have all the
rights and remedies provided for by law and this Lease, including the right to
recover consequential damages suffered by Landlord in the event of Tenant's
wrongful refusal to relinquish possession of the Premises. The Base Rent
applicable for the period that Tenant wrongfully remains in possession shall in
be increased to one hundred fifty percent (150%) of the rate of Base Rent in
effect on the expiration or termination of the Lease Term for the first two (2)
months of such unauthorized holdover and thereafter to two hundred percent
(200%) of the rate of Base Rent in effect on the expiration or termination of
the Lease Term.

     3.7 Late Charge: If Tenant fails to make any payment of Base Rent,
Additional Rent or other amount when due under this Lease, a late charge is
immediately due and payable by Tenant equal to five percent (5%) of the amount
of any such payment. Landlord and Tenant agree that this charge compensates
Landlord for the administrative costs caused by the delinquency. The parties
agree that Landlord's damage would be difficult to compute and the amount stated
in this paragraph represents a reasonable estimate of such damage. Assessment or
payment of the late charge contemplated in this paragraph shall not excuse or
cure any Event of Default or breach by Tenant under this Lease or impair any
other right or remedy provided under this Lease or under law. Notwithstanding
anything to the contrary contained in this Paragraph 3.7, Landlord shall waive
the late charge which would otherwise be imposed for Tenant's failure to timely
pay any Base Rent or Additional Rent for the first two (2) such failures in each
Year as long as such failure does not continue for more than five (5) days.

     3.8 Default Rate. Any Base Rent, Additional Rent or other sum payable under
this Lease which is not paid when due shall bear interest at a rate equal to the
lesser of: (a) the Prime Rate published from time to time in The Wall Street
Journal in its general guide to money rates as the base rate on corporate loans
at large United States money center commercial banks (or if said Prime Rate is
reported as a range of rates, the highest of such rates) (the "Prime Rate"),
then in effect, plus three (3) percentage points, or (b) the maximum rate of
interest per annum permitted by applicable law (the "Default Rate"), but the
payment of such interest shall not excuse or cure any Event of Default or breach
by Tenant under this Lease or impair any other right or remedy provided under
this Lease or under law.


                  SECTION 4: MANAGEMENT AND LEASING PROVISIONS

     4.1 Maintenance and Repair by Landlord.

          4.1.1 Subject to the paragraphs captioned "Damage or Destruction" and
     "Condemnation", Landlord shall endeavor to maintain the public and common
     areas of the Building in reasonably good order and condition subject to
     reasonable wear and tear. Landlord shall make such repairs thereto as
     become necessary after obtaining actual knowledge of the need for such
     repairs. All repair costs shall be included in Operating Costs, except for
     (a) damage occasioned by the act or omission of Tenant or Tenant's Agents
     which shall be paid for entirely by Tenant upon demand by Landlord, and (b)
     damage occasioned by the act or omission of another tenant of the Building,
     provided such other tenant does not dispute that it caused such damage. In
     the event any or all of the Building becomes in need of maintenance or
     repair which Landlord is required to make under this Lease, Tenant shall
     immediately give written notice to Landlord, and Landlord shall not be
     obligated in any way to commence such maintenance or repairs until a
     reasonable time elapses after Landlord's receipt of such notice.

          4.1.2 Landlord shall not be liable by reason of any injury to or
     interference with Tenant/s business arising from the making of any repairs,
     alterations, additions or improvements in or to the Premises or the
     Building or to any appurtenances or equipment therein; provided however,
     that Landlord agrees to use reasonable efforts to minimize any interference
     with Tenant's business. The foregoing shall not require Landlord to pay
     overtime rates to make any such repairs, alterations, additions or
     improvements. There shall be no abatement of rent because of such repairs,
     alterations, additions or improvements or because of any delay by Landlord
     in making the same.

                                       16

<PAGE>


     4.2 Maintenance and Repair by Tenant.

          4.2.1 Except as is expressly set forth as Landlord's responsibility
     pursuant to the paragraph captioned "Maintenance and Repair by Landlord,"
     Tenant shall at Tenant's sole cost and expense keep, clean and maintain the
     Premises in good condition and repair, subject to reasonable wear and tear,
     including interior painting, cleaning of the interior side of all exterior
     glass, plumbing and utility fixtures and installations, carpets and floor
     coverings, all interior wall surfaces and coverings (including tile and
     paneling), interior window replacement (if any), exterior and interior
     doors, roof penetrations and membranes in connection with any Tenant
     installations on the roof, light bulb replacement and interior preventative
     maintenance. If Tenant fails to maintain or repair the Premises in
     accordance with this paragraph, then Landlord may, but shall not be
     required to, enter the Premises upon five (5) Business Days prior written
     notice to Tenant (or immediately without any notice in the case of an
     emergency) to perform such maintenance or repair at Tenant's sole cost and
     expense. Tenant shall pay to Landlord the cost of such maintenance or
     repair plus a ten percent (10%) administration fee within ten (10) Business
     Days of written demand from Landlord. 4.2.2 Without limiting the generality
     of paragraph 4.2.1 hereof, Tenant shall be responsible at Tenant's sole
     cost and expense for the maintenance, repair and/or replacement of any
     special heating, ventilating, air conditioning, plumbing, electrical or
     other systems and fixtures installed solely to service the Premises,
     whether installed or paid for by Landlord or Tenant.

     4.3 Common Areas/Security.

          4.3.1 The common areas of the Building shall be subject to Landlord's
     sole management and control. Without limiting the generality of the
     immediately preceding sentence, Landlord reserves the exclusive right as it
     deems necessary or desirable to install, construct, remove, maintain and
     operate lighting systems, facilities, improvements, equipment,
     Telecommunication Facilities and signs on, in or to all parts of the common
     areas; change the number, size, height, layout, or locations of walks,
     driveways and truckways or parking areas now or later forming a part of the
     Land or Building; make alterations or additions to the Building or common
     area; close temporarily all or any portion of the common areas to make
     repairs, changes or to avoid public dedication; grant easements to which
     the Land will be subject; replat, subdivide, or make other changes to the
     Land; place or relocate or cause to be placed or located utility lines and
     Telecommunication Facilities through, over or under the Land and Building;
     and use or permit the use of all or any portion of the roof of the
     Building. Landlord reserves the right to relocate parking areas and
     driveways (if any) and to build additional improvements in the common
     areas.

          4.3.2 Landlord has no duty or obligation to provide any security
     services in, on or around the Premises, Land or Building, and Tenant
     recognizes that security services, if any, provided by Landlord will be for
     the sole benefit of Landlord and the protection of Landlord's property and
     under no circumstances shall Landlord be responsible for, and Tenant waives
     any rights with respect to, Landlord providing security or other protection
     for Tenant or Tenant's Agents or property in, on or about the Premises,
     Land or Building. Subject to Landlord's prior approval, Tenant may, at its
     sole cost and expense, install, establish and maintain security services
     within the Premises; provided that, such security services (including any
     apparatus, facilities, equipment or people utilized in connection with the
     provision of such security services) comply with the Governmental
     Requirements and shall not cause the Building to be out of compliance with
     the Governmental Requirements. Notwithstanding the foregoing, any such
     security services installed, established or maintained by Tenant must not
     affect or impact any portion of the Building or the Land other than the
     Premises and shall not in any way limit or interfere with Landlord's
     ability to exercise its rights as provided in the paragraph captioned
     "Access". Tenant's rights under this subparagraph are subject to all the
     obligations, limitations and requirements as set forth in the paragraphs
     captioned "Tenant Alterations" and "Tenant's Work Performance".

          4.4 Tenant Alterations. Tenant shall not make any alterations,
     additions or improvements in or to the Premises, or make changes to locks
     on doors, or add, disturb or in any way change any floor covering, wall
     covering, fixtures, plumbing, wiring or Telecommunication Facilities
     (individually and collectively "Tenant Alterations"), without first
     obtaining the consent of Landlord, which consent shall not be unreasonably
     withheld provided such alterations, additions or improvements are entirely
     within the Premises and do not impact any structural components of the
     Building or any building systems. Tenant shall deliver to Landlord full and
     complete plans and specifications for any proposed Tenant Alterations and,
     if consent by Landlord is given, all such work shall be performed at
     Tenant's expense by Landlord or by Tenant at Landlord's election. Tenant
     shall pay to Landlord all costs incurred by Landlord for any

                                       17

<PAGE>

     architecture, engineering, supervisory and/or legal services in connection
     with any Tenant Alterations, including, without limitation, Landlord's
     review of the Plans and Specifications. Without limiting the generality of
     the foregoing, Landlord may require Tenant (if Landlord has elected to
     require Tenant to perform the Tenant Alterations), at Tenant's sole cost
     and expense, to obtain and provide Landlord with proof of insurance
     coverage and a payment and performance bond, in forms, amounts and by
     companies acceptable to Landlord. Should Tenant make any alterations
     without Landlord's prior written consent, or without satisfaction of any
     conditions established by Landlord, Landlord shall have the right, in
     addition to and without limitation of any right or remedy Landlord may have
     under this Lease, at law or in equity, to require Tenant to remove some or
     all of Tenant Alterations, or at Landlord's election, Landlord may remove
     such Tenant Alterations and restore the Premises at Tenant's expense.
     Nothing contained in this paragraph or the paragraph captioned "Tenant's
     Work Performance" shall be deemed a waiver of the provisions of the
     paragraph captioned "Mechanic's Liens".

     4.5 Tenant's Work Performance. If Landlord elects to require Tenant to
perform the Tenant Alterations, Landlord may, in its absolute discretion,
require that Tenant provide a payment and performance bond to cover the entire
work to be performed, which bond must be in form, amount and by a company
acceptable to Landlord. Notwithstanding the foregoing, Landlord shall not
require Tenant to obtain a payment and performance bond if the aggregate cost of
the Tenant Alterations (including all related Tenant Alterations which may be
part of a larger project or a series of related projects) is less than
Twenty-Five Thousand Dollars ($25,000.00). Any Tenant Alterations to be
performed under this paragraph shall be performed by contractors employed by
Tenant under one or more construction contracts, in form and content approved in
advance in writing by Landlord. Approval shall be subject to Landlord's
discretion and shall include a requirement that the prime contractor and the
respective subcontractors of any tier performing the Tenant Alterations: (a) be
parties to, and bound by, a collective bargaining agreement with a labor
organization affiliated with the Building and Construction Trades Council of the
AFL-CIO applicable to the geographic area in which the Building is located and
to the trade or trades in which the work under the contract is to be performed
and (b) employ only members of such labor organizations to perform work within
their respective jurisdictions. Tenant's contractors, workers and suppliers
shall work in harmony with and not interfere with workers or contractors of
Landlord or other tenants of Landlord. If Tenant's contractors, workers or
suppliers do, in the opinion of Landlord, cause such disharmony or interference,
Landlord's consent to the continuation of such work may be withdrawn upon
written notice to Tenant. All Tenant Alterations shall be (1) completed in
accordance with the plans and specifications approved by Landlord; (2) completed
in accordance with all Governmental Requirements; (3) carried out promptly in a
good and workmanlike manner; (4) of all new materials or materials otherwise
satisfactory to Landlord; and (5) free of defect in materials and workmanship.
Tenant shall pay for all damage to the Premises, Building and Land caused by
Tenant or Tenant's Agents. Tenant shall indemnify, defend and hold harmless
Landlord and Landlord's Agents from any Claims arising as a result of the Tenant
Alterations or any defect in design, material or workmanship of any Tenant
Alterations.

     4.6 Surrender of Possession. Subject to the last subparagraph of the
paragraph captioned "Insurance", Tenant shall, at the expiration or earlier
termination of this Lease, surrender and deliver the Premises to Landlord in as
good condition as when received by Tenant from Landlord or as later improved,
reasonable use and wear excepted, and free from all tenancies or occupancies by
any person.

     4.7 Removal of Property. Unless otherwise agreed to in writing by Landlord,
Tenant agrees that there are and shall be no trade fixtures in the Premises
owned by Tenant. Upon expiration or earlier termination of this Lease, Tenant
may remove its personal property, office supplies and office furniture and
equipment if (a) such items are readily moveable and are not attached to the
Premises; (b) such removal is completed prior to the expiration or earlier
termination of this Lease; (c) Tenant is not in default of any covenant or
condition of this Lease at the time of such removal; and (d) Tenant immediately
repairs all damage caused by or resulting from such removal. All other property
in the Premises and any Tenant Alterations (including, wall-to-wall carpeting,
paneling, wall covering, lighting fixtures and apparatus or Telecommunication
Facilities or any other article affixed to the floor, walls, ceiling or any
other part of the Premises or Building) shall become the property of Landlord
and shall remain upon and be surrendered with the Premises; provided, however,
at Landlord's sole election, Tenant shall be obligated, at its sole cost and
expense, to remove all (or such portion as Landlord shall designate) of the
Tenant Alterations (including Telecommunication Facilities), repair any damages
resulting from such removal and return the Premises to the same condition as


                                       18

<PAGE>

existed prior to such Tenant Alterations. Notwithstanding the foregoing, if
Tenant's submission of its plans and specifications to Landlord for approval of
any Tenant Alterations is accompanied by a written request that Landlord
identify any Tenant Alterations that Landlord may require Tenant to remove upon
the expiration or earlier termination of this Lease, Landlord shall identify
such Tenant Alterations (if any) by notice to Tenant given at the time of
Landlord's approval of such Tenant Alterations. Tenant waives all rights to any
payment or compensation for such Tenant Alterations (including Telecommunication
Facilities). If Tenant shall fail to remove any of its property from the
Premises, Building or Land at the expiration or earlier termination of this
Lease or when Landlord has the right of re-entry, Landlord may, at its option,
remove and store such property at Tenant's expense without liability for loss of
or damage to such property, such storage to be for the account and at the
expense of Tenant. Tenant shall pay all costs incurred by Landlord within five
(5) Business Days after demand for such payment. If Tenant fails to pay the cost
of storing any such property, Landlord may, at its option, after it has been
stored for a period of twenty (20) Business Days or more, sell or permit to be
sold, any or all such property at public or private sale (and Landlord may
become a purchaser at such sale), in such manner and at such times and places as
Landlord in its sole discretion may deem proper, without notice to Tenant, and
Landlord shall apply the proceeds of such sale: first, to the cost and expense
of such sale, including reasonable attorney's fees actually incurred; second, to
the payment of the costs or charges for storing any such property; third, to the
payment of any other sums of money which may then be or later become due
Landlord from Tenant under this Lease; and, fourth, the balance, if any, to
Tenant.

     4.8 Access. Tenant shall permit Landlord and Landlord's Agents to enter
into the Premises at any time on at least one (1) Business Day's notice (except
in case of emergency in which case no notice shall be required), for the purpose
of inspecting the same or for the purpose of repairing, altering or improving
the Premises or the Building. Nothing contained in this paragraph shall be
deemed to impose any obligation upon Landlord not expressly stated elsewhere in
this Lease. When reasonably necessary, Landlord may temporarily close Building
or Land entrances, Building doors or other facilities, without liability to
Tenant by reason of such closure and without such action by Landlord being
construed as an eviction of Tenant or as relieving Tenant from the duty of
observing or performing any of the provisions of this Lease, provided that,
except in the event of an emergency, Tenant and its employees, agents, invitees,
and guests are provided with reasonable alternative access to the Land, the
Building, and the Premises. Landlord shall have the right to enter the Premises
at any time that an Event of Default exists and at any time during the last
twelve (12) months of the Lease Term for the purpose of showing the Premises to
prospective tenants and to erect on the Premises a suitable sign indicating the
Premises are available. Tenant shall give reasonable written notice to Landlord
prior to vacating the Premises and shall arrange to meet with Landlord for a
joint inspection of the Premises prior to vacating. In the event of Tenant's
failure to give such notice or arrange such joint inspection, Landlord's
inspection at or after Tenant's vacating the Premises shall be conclusively
deemed correct for purposes of determining Tenant's responsibility for repairs
and restoration. Landlord shall not admit by passkey Tenant or any of Tenant's
Agents or other persons without proper identification or Tenant's consent.
Landlord shall not be liable for the consequences of admitting by passkey Tenant
or any of Tenant's Agents or other persons who present identification which
Landlord in good faith believes to be proper identification.

     4.9 Damage or Destruction.

          4.9.1 If the Premises are damaged by fire, earthquake or other
     casualty, Tenant shall give immediate written notice (the "Casualty
     Notice") thereof to Landlord. Within sixty (60) days after Landlord's
     receipt of such Casualty Notice, Landlord shall make a determination, in
     its sole judgment, whether the damage can be repaired in accordance with
     the then-existing Governmental Requirements within one hundred eighty (180)
     Business Days after Landlord's receipt of the Casualty Notice, and Landlord
     shall so notify Tenant of such determination. If Landlord's determination
     is that the Premises cannot be restored in such time period, then either
     party, for a period of thirty (30) calendar days thereafter shall have the
     right to terminate this Lease by notice to the other, as of the date
     specified in such notice, which termination date shall be no later than
     thirty (30) days after the date of such notice. Landlord also shall have
     the right to terminate this Lease by notice to Tenant if, in Landlord's
     estimation, there are or will be insufficient insurance proceeds available
     to repair such damage. If this Lease is not terminated as aforesaid, then
     Landlord shall proceed with reasonable diligence to restore the Premises to
     substantially the condition which existed prior to the damage and this
     Lease shall continue. If Landlord restores the Premises under this
     paragraph, then Landlord shall use commercially reasonable efforts to
     proceed toward completion

                                       19

<PAGE>

     of the restoration and (1) the Lease Term shall be extended for the time
     required to complete such restoration, (2) Tenant shall pay to Landlord,
     upon demand, Tenant's Pro Rata Share of any applicable deductible amount
     specified under Landlord's insurance and (3) notwithstanding anything to
     the contrary contained herein, Landlord shall not be required to repair or
     restore Tenant Alterations (including Telecommunication Facilities), or any
     or all furniture, fixtures, equipment, inventory, improvements or other
     property which was in or about the Premises at the time of the damage and
     was not owned by Landlord. In the case of damage to the Premises not caused
     by the willful misconduct, negligence or other tortuous acts of the Tenant
     which is of a nature or extent that (a) such damage materially interferes
     with Tenant's use of a portion (but not all) of the Premises (such portion
     being referred to herein as the "Materially Affected Premises"), Base Rent
     and Additional Rent otherwise payable hereunder shall be abated by the
     percentage that the rentable area of the Materially Affected Premises bears
     to the total rentable area of the Premises, for the period beginning on the
     date of the Casualty Notice and ending on the earlier of (i) the date that
     Landlord has substantially completed its repairs to the Materially Affected
     Premises and (ii) the date that Tenant uses any portion of the Materially
     Affected Premises for the conduct of its business, and (b) it is
     impracticable for the Tenant to carry on any of its business in the
     Premises, all Base Rent and Additional Rent otherwise payable hereunder
     shall be abated for the period beginning on the date of the Casualty Notice
     and ending on the earlier of (i) the date that Landlord has substantially
     completed its repairs to the Premises and (ii) the date that Tenant uses
     any portion of the Premises for the conduct of its business. Except for the
     abatement of rent if and to the extent provided herein, Tenant agrees to
     look to the provider of Tenant's insurance for coverage for the loss of
     Tenant's use of the Premises and any other related losses or damages
     incurred by Tenant during any reconstruction period. The validity and
     effect of this Lease shall not be impaired in any way by the failure of
     Landlord to complete repairs and restoration of the Premises or the
     Building within one hundred eighty (180) Business Days after Landlord's
     receipt of the Casualty Notice, even if Landlord had in good faith notified
     Tenant that repair and restoration could be completed within such period,
     provided that Landlord proceeds diligently with such repair and
     restoration.

          4.9.2 If the Building is damaged by fire, earthquake or other casualty
     and more than fifty percent (50%) of the Building is rendered untenantable,
     without regard to whether the Premises are affected by such damage,
     Landlord may in its absolute discretion and without limiting any other
     options available to Landlord under this Lease or otherwise, elect to
     terminate this Lease by notice in writing to Tenant within forty (40)
     Business Days after the occurrence of such damage if Landlord is also
     terminating the leases of other tenants in the Building who are similarly
     situated to Tenant. Such notice shall be effective twenty (20) Business
     Days after receipt by Tenant unless a later date is set forth in Landlord's
     notice.

          4.9.3 Notwithstanding anything contained in this Lease to the
     contrary, if there is damage to the Premises or Building and the holder of
     any indebtedness secured by a mortgage or deed of trust covering any such
     property requires that the insurance proceeds be applied to such
     indebtedness or if the insurance proceeds are otherwise inadequate to
     complete the repair of the damages to the Premises, the Building or both,
     then Landlord shall have the right to terminate this Lease by delivering
     written notice of termination to Tenant within fifteen (15) Business Days
     after Landlord is notified of such requirement.

          4.9.4 Notwithstanding the foregoing, if the Premises or the Building
     are wholly or partially damaged or destroyed within the final six (6)
     months of the Term, Landlord may, at its option, elect to terminate this
     Lease upon written notice to Tenant within thirty (30) days following such
     damage or destruction.

     4.10 Condemnation. If all of the Premises, or such portions of the Building
as may be required for the Tenant's reasonable use of the Premises, are taken by
eminent domain or by conveyance in lieu thereof, this Lease shall automatically
terminate as of the date the physical taking occurs, and all Base Rent,
Additional Rent and other sums payable under this Lease shall be paid to that
date. In case of taking of a part of the Premises or a portion of the Building
not required for the Tenant's reasonable use of the Premises, then this Lease
shall continue in full force and effect and the Base Rent shall be equitably
reduced based on the proportion by which the floor area of the Premises is
reduced, such reduction in Base Rent to be effective as of the date the physical
taking occurs. Additional Rent and all other sums payable under this Lease shall
not be abated but Tenant's Pro Rata Share may be redetermined as equitable under
the circumstances. Landlord reserves all rights to damages or awards for any
taking by eminent domain relating to the Premises, Building, Land and the
unexpired term of this Lease. Tenant assigns to Landlord any right Tenant may
have to such damages or award and Tenant shall make no claim against Landlord
for damages for termination of its leasehold interest or interference with
Tenant's business. Tenant shall have the right, however, to claim and recover


                                       20

<PAGE>

from the condemning  authority  compensation for any loss to which Tenant may be
entitled for Tenant's moving expenses or other relocation costs;  provided that,
such expenses or costs may be claimed only if they are awarded separately in the
eminent  domain  proceedings  and not as a part of the  damages  recoverable  by
Landlord.

     4.11 Intentionally Omitted.

     4.12 Indemnification.

          4.12.1 Tenant shall indemnify, defend and hold harmless Landlord and
     Landlord's Agents from and against any and all Claims, arising in whole or
     in part out of (a) the possession, use or occupancy of the Premises or the
     business conducted in the Premises, (b) any act, omission or negligence of
     Tenant or Tenant's Agents, or (c) any breach or default under this Lease by
     Tenant.

          4.12.2 Except as specified in the next sentence, neither Landlord nor
     Landlord's Agents shall, to the extent permitted by law, have any liability
     to Tenant, or to Tenant's Agents, for (1) any Claims arising out of any
     cause whatsoever, including repair to any portion of the Premises; (2)
     interruption in or interference with the use of the Premises or any
     equipment therein; (3) any accident or damage resulting from any use or
     operation by Landlord, Tenant or any person or entity of heating, cooling,
     electrical, sewerage or plumbing equipment or apparatus or
     Telecommunication Facilities; (4) termination of this Lease by reason of
     damage to the Premises or Building; (5) fire, robbery, theft, vandalism,
     mysterious disappearance or a casualty of any kind or nature; (6) actions
     of any other tenant of the Building or of any other person or entity; (7)
     inability to furnish any service required of Landlord as specified in this
     Lease; or (8) leakage in any part of the Premises or the Building from
     rain, ice or snow, or from drains, pipes or plumbing fixtures in the
     Premises or the Building. Landlord shall be responsible only for Claims
     arising solely out of the gross negligence or willful misconduct of
     Landlord in failing to repair or maintain the Building as required by this
     Lease after notice by Tenant as required by the paragraph captioned
     "Maintenance and Repair by Landlord"; but in no event shall Landlord's
     responsibility extend to any interruption to Tenant's business or any
     indirect or consequential losses suffered by Tenant or Tenant's Agents or
     extend beyond Landlord's responsibility as set forth in the paragraph
     entitled "Utilities" when that paragraph is applicable. The obligations of
     this paragraph shall be subject to the paragraph captioned "Waiver of
     Subrogation".

     4.13 Tenant Insurance.

          4.13.1 Tenant shall, throughout the Lease Term, at its own expense,
     keep and maintain in full force and effect the following policies, each of
     which shall be endorsed as needed to provide that the insurance afforded by
     these policies is primary and that all insurance carried by Landlord is
     strictly excess and secondary and shall not contribute with Tenant's
     liability insurance:

               (a) A policy of commercial general liability insurance, including
          a contractual liability endorsement covering Tenant's obligations
          under the paragraph captioned "Indemnification", insuring against
          claims of bodily injury and death or property damage or loss with a
          combined single limit at the Commencement Date of this Lease of not
          less than Two Million Dollars ($2,000,000.00), which limit shall be
          reasonably increased during the Lease Term at Landlord's request to
          reflect both increases in liability exposure arising from inflation as
          well as from changing use of the Premises or changing legal liability
          standards, which policy shall be payable on an "occurrence" rather
          than a "claims made" basis, and which policy names Landlord, Kennedy
          Associates Real Estate Counsel, Inc., the Manager and, at Landlord's
          request, Landlord's trustee(s), mortgage lender(s) and/or investment
          advisors, as additional insureds;

               (b) A policy of extended property insurance (which is commonly
          called "all risk") covering Tenant Improvements, Tenant Alterations
          (including Telecommunication Facilities), and any and all furniture,
          fixtures, equipment, inventory, improvements and other property in or
          about the Premises which is not owned by Landlord, for one hundred
          percent (100%) of the then current replacement cost of such property;

               (c) Business interruption insurance in an amount sufficient to
          cover costs, damages, lost income, expenses, Base Rent, Additional
          Rent and all other sums payable under this Lease, should any or all of
          the Premises not be usable for a period of up to twelve (12) months;

               (d) A policy of worker's compensation insurance as required by
          applicable law and employer's liability insurance with limits of no
          less than One Million Dollars ($1,000,000.00); and

                                       21

<PAGE>


               (e) A policy of comprehensive automobile liability insurance,
          including loading and unloading, and covering owned, non-owned and
          hired vehicles, with limits of no less than One Million Dollars
          ($1,000,000.00) per occurrence.

          4.13.2 All insurance policies required under this paragraph shall be
     with companies reasonably approved by Landlord and each policy shall
     provide that it is not subject to cancellation, lapse or reduction in
     coverage except after thirty (30) days' written notice to Landlord. Prior
     to the Commencement Date and from time to time thereafter, Tenant shall
     deliver to Landlord, Kennedy Associates Real Estate Counsel, Inc., the
     Manager, and, at Landlord's request, any other parties hereunder required
     to be named as additional insureds, certificates evidencing the existence
     and amounts of all such policies.

          4.13.3 If Tenant fails to acquire or maintain any insurance or provide
     any certificate required by this paragraph, Landlord may, but shall not be
     required to, obtain such insurance or certificates and the costs associated
     with obtaining such insurance or certificates shall be payable by Tenant to
     Landlord on demand.

     4.14 Landlord's Insurance. Landlord shall, throughout the Lease Term, keep
and maintain in full force and effect:

          4.14.1 A policy of commercial general liability insurance, insuring
     against claims of bodily injury and death or property damage or loss with a
     combined single limit at the Commencement Date of not less than One Million
     Dollars ($1,000,000.00) per occurrence and Two Million Dollars
     ($2,000,000.00) in the aggregate, which policy shall be payable on an
     "occurrence" rather than a "claims made" basis;

          4.14.2 A policy of extended property insurance (what is commonly
     called "all risk") covering the Building and Landlord's personal property,
     if any, located on the Land in the amount of one hundred percent (100%) of
     the then current replacement value of such property; and

          4.14.3 Landlord may, but shall not be required to, maintain other
     types of insurance as Landlord deems appropriate, including but not limited
     to, property insurance coverage for earthquakes and floods in such amounts
     as Landlord deems appropriate. Such policies may be "blanket" policies
     which cover other properties owned by Landlord.

     4.15 Waiver of Subrogation. Notwithstanding anything in this Lease to the
contrary, Landlord and Tenant hereby each waive and release the other from any
and all Claims or any loss or damage that may occur to the Land, Building,
Premises, or personal property located therein, by reason of fire or other
casualty regardless of cause or origin, including the negligence or misconduct
of Landlord, Tenant, Landlord's Agents or Tenant's Agents, but only to the
extent of the insurance proceeds paid to such releasor under its policies of
insurance or, if it fails to maintain the required policies, the insurance
proceeds that would have been paid to such releasor if it had maintained such
policies. Each party to this Lease shall promptly give to its insurance company
written notice of the mutual waivers contained in this subparagraph, and shall
cause its insurance policies to be properly endorsed, if necessary, to prevent
the invalidation of any insurance coverages by reason of the mutual waivers
contained in this subparagraph.

     4.16 Assignment and Subletting by Tenant.

          4.16.1 Tenant shall not have the right to assign, transfer, mortgage
     or encumber this Lease in whole or in part, nor sublet the whole or any
     part of the Premises, nor allow the occupancy of all or any part of the
     Premises by another, without first obtaining Landlord's written consent,
     which consent shall not be unreasonably withheld. Notwithstanding any
     permitted assignment or subletting, Tenant shall at all times remain
     directly, primarily and fully responsible and liable for the payment of all
     sums payable under this Lease and for compliance with all of its other
     obligations as tenant under this Lease. Landlord's acceptance of Base Rent,
     Additional Rent or any other sum from any assignee, sublessee, transferee,
     mortgagee or encumbrance holder shall not be deemed to be Landlord's
     approval of any such conveyance. Upon the occurrence of an Event of
     Default, if the Premises or any part of the Premises are then subject to an
     assignment or subletting, Landlord may, at its option, collect directly
     from such assignee or subtenant all rents becoming due to Tenant under such
     assignment or sublease and apply such rents against any sums due to
     Landlord from Tenant under this Lease. No such collection shall be
     construed to constitute a novation or release of Tenant from the further
     performance of Tenant's obligations under this Lease. Landlord's right of
     direct collection shall be in addition to and not in limitation of any
     other rights and remedies provided for in this Lease or at law. Tenant
     makes an absolute assignment to Landlord of such assignments and subleases
     and any rent, lease security deposits and other sums payable under such
     assignments and subleases as collateral to secure the performance of the
     obligations of Tenant under this Lease.

                                       22

<PAGE>


          4.16.2 In the event Tenant desires to assign this Lease or to sublet
     all or any portion of the Premises, Tenant shall give written notice of
     such desire to Landlord setting forth the name of the proposed subtenant or
     assignee, the proposed term, the nature of the proposed subtenant's or
     assignee's business to be conducted on the Premises, the rental rate, and
     any other particulars of the proposed subletting or assignment that
     Landlord may reasonably request. Without limiting the preceding sentence,
     Tenant shall also provide Landlord with: (a) such financial information as
     Landlord may request concerning the proposed subtenant or assignee,
     including recent financial statements certified as accurate and complete by
     a certified public accountant and by the president, managing partner or
     other appropriate officer of the proposed subtenant or assignee; (b) proof
     satisfactory to Landlord that the proposed subtenant or assignee will
     immediately occupy and thereafter use the entire Premises (or any sublet
     portion of the Premises) for the remainder of the Lease Term (or for the
     entire term of the sublease, if shorter) in compliance with the terms of
     this Lease; and (c) a copy of the proposed sublease or assignment or letter
     of intent. Tenant shall pay to Landlord, upon Landlord's demand therefor,
     Landlord's reasonable attorneys' fees incurred in the review of such
     documentation and in documenting Landlord's consent, plus an administrative
     fee of $500.00 as Landlord's fee for processing such proposed assignment or
     sublease. Receipt of such fee shall not obligate Landlord to approve the
     proposed assignment or sublease.

          4.16.3 In determining whether to grant or withhold consent to a
     proposed assignment or sublease, Landlord may consider, and weigh, any
     factor it deems relevant, in its reasonable discretion. Without limiting
     the foregoing and notwithstanding anything herein to the contrary, in no
     event shall Tenant be permitted to assign this Lease or sublet any portion
     of the Premises to a then existing tenant of the Building or to any person
     or entity with which Landlord has had written negotiations in the six (6)
     months preceding Tenant's request, regarding the leasing of space by such
     proposed assignee or subtenant in the Building.

          4.16.4 Within fifteen (15) Business Days after Landlord's receipt of
     all required information to be supplied by Tenant pursuant to this
     paragraph, Landlord shall notify Tenant of Landlord's approval, disapproval
     or conditional approval of any proposed assignment or subletting or of
     Landlord's election to recapture as described below. Landlord shall have no
     obligation to respond unless and until all required information has been
     submitted. In the event Landlord approves of any proposed assignment or
     subletting, Tenant and the proposed assignee or sublessee shall execute and
     deliver to Landlord an assignment (or subletting) and assumption agreement
     in form and content satisfactory to Landlord.

          4.16.5 Any transfer, assignment or hypothecation of any of the stock
     or interest in Tenant, or the assets of Tenant, or any other transaction,
     merger, reorganization or event, however constituted which (a) results in
     fifty percent (50%), or more of such stock, interest or assets going into
     different ownership, or (b) is a subterfuge denying Landlord the benefits
     of this paragraph, shall be deemed to be an assignment within the meaning
     and provisions of this paragraph and shall be subject to the provisions of
     this paragraph.

          4.16.6 If Landlord consents to any assignment or sublease and Tenant
     receives rent or any other consideration, either initially or over the term
     of the assignment or sublease, in excess of the Base Rent and Additional
     Rent (or, in the case of a sublease of a portion of the Premises, in excess
     of the Base Rent paid by Tenant on a square footage basis under this
     Lease), Tenant shall pay to Landlord fifty percent (50%) of such excess.

          4.16.7 Landlord shall have the right to recapture the Premises or the
     applicable portion thereof (a "Recapture") by giving written notice of such
     Recapture to Tenant within fifteen (15) Business Days after receipt of
     Tenant's written request for Landlord's consent to such proposed assignment
     or subletting. Tenant shall have no right to retract its request for
     Landlord's consent to assign or sublease once such request has been made.
     Such Recapture shall terminate this Lease as to the applicable space
     effective on the prospective effective date of assignment or subletting,
     which shall be the last day of a calendar month and shall not be earlier
     than twenty (20) Business Days after receipt of Tenant's request hereunder.
     If less than the entire Premises are recaptured, this Lease shall remain in
     full force and effect with respect to that remaining area not recaptured by
     Landlord. Tenant shall surrender that portion of the Premises recaptured by
     Landlord in accordance with the terms and conditions of this Lease.
     Notwithstanding the first sentence of this subparagraph, Landlord shall
     have no right to Recapture the Premises or applicable portion thereof if
     Tenant's proposed assignment or sublet is to an affiliate or wholly-owned
     subsidiary or is to a reorganized entity under which no change in ownership
     has occurred.

                                       23

<PAGE>

          4.16.8 Notwithstanding any contrary provision in the previous
     subparagraphs of this paragraph, Landlord shall consent to and approve a
     proposed assignment or subletting of the Premises where (a) the assignment
     or subletting is to an affiliate or wholly-owned subsidiary of the Tenant
     or a reorganized entity under which no change of ownership has occurred,
     provided that Tenant has delivered to Landlord satisfactory evidence of the
     foregoing, (b) the proposed assignee or subtenant has delivered to Landlord
     satisfactory evidence of financial worth (less goodwill) equal to or
     greater than that of Tenant as of the execution date of this Lease, and (c)
     Tenant has satisfied the requirements of Section 4.16.2. hereof.

     4.17 Assignment by Landlord. Landlord shall have the right to transfer and
assign, in whole or in part, its rights and obligations under this Lease and in
any and all of the Land or Building. If Landlord sells or transfers any or all
of the Building, including the Premises, Landlord and Landlord's Agents shall,
upon consummation of such sale or transfer, be released automatically from any
liability relating to obligations or covenants under this Lease to be performed
or observed after the date of such transfer, and in such event, Tenant agrees to
look solely to Landlord's successor-in-interest with respect to such liability;
provided that, as to the Lease Security Deposit and Prepaid Rent, Landlord shall
not be released from liability therefor unless Landlord has delivered (by direct
transfer or credit against the purchase price) the Lease Security Deposit or
Prepaid Rent to its successor-in-interest.

     4.18 Estoppel Certificates and Financial Statements. Tenant shall, from
time to time, upon the written request of Landlord, execute, acknowledge and
deliver to Landlord or its designee a written statement stating: (a) the date
this Lease was executed and the date it expires; (b) the date Tenant entered
into occupancy of the Premises; (c) the amount of monthly Base Rent and
Additional Rent and the date to which such Base Rent and Additional Rent have
been paid; and (d) certifying that (1) this Lease is in full force and effect
and has not been assigned, modified, supplemented or amended in any way (or
specifying the date of the agreement so affecting this Lease); (2) Landlord is
not in breach of this Lease (or, if so, a description of each such breach) and
that no event, omission or condition has occurred which would result, with the
giving of notice or the passage of time, in a breach of this Lease by Landlord;
(3) this Lease represents the entire agreement between the parties with respect
to the Premises; (4) all required contributions by Landlord to Tenant on account
of Tenant Improvements have been received; (5) on the date of execution, there
exist no defenses or offsets which the Tenant has against the enforcement of
this Lease by the Landlord; (6) no Base Rent, Additional Rent or other sums
payable under this Lease have been paid in advance except for Base Rent and
Additional Rent for the then current month; (7) no security has been deposited
with Landlord (or, if so, the amount of such security); (8) it is intended that
any Tenant's statement may be relied upon by a prospective purchaser or
mortgagee of Landlord's interest or an assignee of any such mortgagee; and (9)
such other information as may be reasonably requested by Landlord. If Tenant
fails to respond within ten (10) Business Days of its receipt of a written
request by Landlord as provided in this paragraph, such failure shall constitute
an Event of Default. In addition, Tenant shall, from time to time, upon the
written request of Landlord, deliver to or cause to be delivered to Landlord or
its designee then current financial statements (including a statement of
operations and balance sheet and statement of cash flows) certified as accurate
by a certified public accountant and prepared in conformance with generally
accepted accounting principles for (i) Tenant, (ii) any entity which owns a
controlling interest in Tenant, (iii) any entity the controlling interest of
which is owned by Tenant, (iv) any successor entity to Tenant by merger or
operation of law, and (v) any guarantor of this Lease.

     4.19 Modification for Lender. If, in connection with obtaining
construction, interim or permanent financing for the Building or Land,
Landlord's lender, if any, shall request reasonable modifications to this Lease
as a condition to such financing, Tenant will not unreasonably withhold or delay
its consent to such modifications; provided that, such modifications do not
increase the obligations of Tenant under this Lease or materially adversely
affect Tenant's rights under this Lease.

     4.20 Hazardous Substances.

          4.20.1 Neither Tenant, any of Tenant's Agents nor any other person
     shall store, place, generate, manufacture, refine, handle, or locate on,
     in, under or around the Land or Building any Hazardous Substance, except
     for storage, handling and use of reasonable quantities and types of
     cleaning fluids and office supplies in the Premises in the ordinary course
     and the prudent conduct of Tenant's business in the Premises. Tenant agrees
     that (a) the storage, handling and use of such permitted Hazardous
     Substances must at all times conform to all Governmental Requirements and
     to applicable fire, safety and insurance requirements; (b) the types and
     quantities of permitted Hazardous Substances which are stored in the
     Premises must be reasonable and appropriate to the nature and size of
     Tenant's operation in the Premises and reasonable and appropriate for a
     first-class building of the same or similar use and in the same market area
     as the Building; and (c) no Hazardous Substance shall be spilled or
     disposed of on, in, under or around the Land or Building or otherwise
     discharged from the Premises or any area adjacent to the Land or Building.
     In no event will Tenant be permitted to store, handle or use on, in, under

                                       24
<PAGE>

     or around the Premises any Hazardous Substance which will increase the rate
     of fire or extended coverage insurance on the Land or Building, unless:
     (1) such Hazardous Substance and the expected rate increase have been
     specifically disclosed in writing to Landlord; (2) Tenant has agreed in
     writing to pay any rate increase related to each such Hazardous Substance;
     and (3) Landlord has approved in writing each such Hazardous Substance,
     which approval shall be subject to Landlord's discretion.

          4.20.2 Tenant shall indemnify, defend and hold harmless Landlord and
     Landlord's Agents from and against any and all Claims arising out of any
     breach of any provision of this paragraph, which expenses shall also
     include laboratory testing fees, personal injury claims, clean-up costs and
     environmental consultants' fees. Tenant agrees that Landlord may be
     irreparably harmed by Tenant's breach of this paragraph and that a specific
     performance action may appropriately be brought by Landlord; provided that,
     Landlord's election to bring or not bring any such specific performance
     action shall in no way limit, waive, impair or hinder Landlord's other
     remedies against Tenant.

          4.20.3 As of the execution date of this Lease, Tenant represents and
     warrants to Landlord that, except as otherwise disclosed by Tenant to
     Landlord, Tenant has no intent to bring any Hazardous Substances on, in or
     under the Premises except for the type and quantities authorized in the
     first paragraph of the paragraph captioned "Hazardous Substances".

     4.21 Access Laws.

          4.21.1 Tenant agrees to notify Landlord immediately if Tenant receives
     notification or otherwise becomes aware of: (a) any condition or situation
     on, in, under or around the Land or Building which may constitute a
     violation of any Access Laws or (b) any threatened or actual lien, action
     or notice that the Land or Building is not in compliance with any Access
     Laws. If Tenant is responsible for such condition, situation, lien, action
     or notice under this paragraph, Tenant's notice to Landlord shall include a
     statement as to the actions Tenant proposes to take in response to such
     condition, situation, lien, action or notice.

          4.21.2 Tenant shall not alter or permit any assignee or subtenant or
     any other person to alter the Premises in any manner which would violate
     any Access Laws or increase Landlord's responsibilities for compliance with
     Access Laws, without the prior approval of the Landlord. In connection with
     any such approval, Landlord may require a certificate of compliance with
     Access Laws from an architect, engineer or other person acceptable to
     Landlord. Tenant agrees to pay the reasonable fees incurred by such
     architect, engineer or other third party in connection with the issuance of
     such certificate of compliance. Landlord's consent to any proposed Tenant
     Alteration shall (a) not relieve Tenant of its obligations or indemnities
     contained in this paragraph or this Lease or (b) be construed as a warranty
     that such proposed alteration complies with any Access Law.

          4.21.3 Tenant shall be solely responsible for all costs and expenses
     relating to or incurred in connection with: (a) failure of the Premises to
     comply with the Access Laws; and (b) bringing the Building and the common
     areas of the Building into compliance with Access Laws, if and to the
     extent such noncompliance arises out of or relates to: (1) Tenant's use of
     the Premises, including the hiring of employees; (2) any Tenant Alterations
     to the Premises; or (3) any Tenant Improvements constructed in the Premises
     at the request of Tenant, regardless of whether such improvements are
     constructed prior to or after the Commencement Date.

          4.21.4 Landlord shall be responsible for all costs and expenses
     relating to or incurred in connection with bringing the common areas of the
     Building into compliance with Access Laws, unless such costs and expenses
     are Tenant's responsibility as provided in the preceding subparagraph. Any
     cost or expense paid or incurred by Landlord to bring the Premises or
     common areas of the Building into compliance with Access Laws which is not
     Tenant's responsibility under the preceding subparagraphs shall be
     amortized over the useful economic life of the improvements (not to exceed
     ten (10) years) with interest at the Prime Rate plus three (3) percentage
     points compounded daily, and shall be an Operating Cost for purposes of
     this Lease.

          4.21.5 Tenant agrees to indemnify, defend and hold harmless Landlord
     and Landlord's Agents from and against any and all Claims arising out of or
     relating to any failure of Tenant or Tenant's Agents to comply with
     Tenant's obligations under this paragraph.

          4.21.6 The provisions of this paragraph shall supersede any other
     provisions in this Lease regarding Access Laws, to the extent inconsistent
     with the provisions of any other paragraphs.

     4.22 Quiet Enjoyment. Landlord covenants that Tenant, upon paying Base
Rent, Additional Rent and all other sums payable under this Lease and performing
all covenants and conditions required of Tenant under this Lease shall and may
peacefully have, hold and enjoy the Premises without hindrance or molestation by
Landlord subject to the provisions of this Lease.

                                       25

<PAGE>


     4.23 Signs. Tenant shall be permitted to have its entity name listed on the
main directory sign for the Building situated in the main lobby of the Building.
Tenant also shall be permitted to install next to Tenant's entryway into the
Premises, as part of the preparation of the Premises for Tenant's occupancy
(with the cost thereof included in the Tenant Improvement Costs), one (1)
entryway sign bearing Tenant's name. Said sign shall be of a size, design and
coloration, and in a location consistent with Landlord's standard tenant
entryway signage for the Building.

     4.24 Subordination. Tenant subordinates this Lease and all rights of Tenant
under this Lease to any mortgage, deed of trust, ground lease or vendor's lien,
or similar instrument which may from time to time be placed upon the Premises
(and all renewals, modifications, replacements and extensions of such
encumbrances), and each such mortgage, deed of trust, ground lease or lien or
other instrument shall be superior to and prior to this Lease. Notwithstanding
the foregoing, the holder or beneficiary of such mortgage, deed of trust, ground
lease, vendor's lien or similar instrument shall have the right to subordinate
or cause to be subordinated any such mortgage, deed of trust, ground lease,
vendor's lien or similar instrument to this Lease or to execute a
non-disturbance agreement in favor of Tenant on the standard form utilized by
such lender or ground lessor. At the request of Landlord, the holder of such
mortgage or deed of trust or any ground lessor, Tenant shall execute,
acknowledge and deliver promptly in recordable form any instrument or
subordination agreement that Landlord or such holder may request. Landlord shall
exercise reasonable efforts to obtain a non-disturbance agreement from the
holder of any mortgage or deed of trust. Tenant further covenants and agrees
that if the lender or ground lessor acquires the Premises as a purchaser at any
foreclosure sale or otherwise, Tenant shall recognize and attorn to such party
as landlord under this Lease, and shall make all payments required hereunder to
such new landlord without deduction or set-off and, upon the request of such
purchaser or other successor, execute, deliver and acknowledge documents
confirming such attornment. Tenant waives the provisions of any law or
regulation, now or hereafter in effect, which may give or purport to give Tenant
any right to terminate or otherwise adversely affect this Lease or the
obligations of Tenant hereunder in the event that any such foreclosure or
termination or other proceeding is prosecuted or completed.

     4.25 Workers Compensation Immunity. If and to the extent that Tenant is
obligated to indemnify, defend or hold harmless Landlord or Landlord's Agents
from any Claims arising from its use of the Premises or any act or failure to
act by Tenant or Tenant's Agents or otherwise, Tenant expressly waives, to and
in favor of Landlord and Landlord's Agents, its statutory workers compensation
act employers immunity relative to any injury to an employee or employees of
Tenant.

     4.26 Brokers. Each party to this Lease shall indemnify, defend and hold
harmless the other party from and against any and all Claims asserted against
such other party by any real estate broker, finder or intermediary relating to
any act of the indemnifying party in connection with this Lease.

     4.27 Limitation on Recourse. Landlord has executed this Lease by its
authorized representative signing solely in a representative capacity.
Notwithstanding anything contained in this Lease to the contrary, Tenant
confirms that the covenants of Landlord are made and intended, not as personal
covenants of the Landlord's authorized representative or trustee, or for the
purpose of binding such authorized representative or trustee personally, but
solely in the exercise of the representative powers conferred upon such
authorized representative and trustee by their principal. Liability with respect
to the entry and performance of this Lease by or on behalf of Landlord, however
it may arise, shall be asserted and enforced only against Landlord's estate and
equity interest in the Building. Neither Landlord nor any of Landlord's Agents
shall have any personal liability in the event of any claim against Landlord
arising out of or in connection with this Lease, the relationship of Landlord
and Tenant or Tenant's use of the Premises. Further, in no event whatsoever
shall any Landlord's Agent have any liability or responsibility whatsoever
arising out of or in connection with this Lease, the relationship of Landlord
and Tenant or Tenant's use of the Premises. Any and all personal liability, if
any, beyond that which may be asserted under this paragraph, is expressly waived
and released by Tenant and by all persons claiming by, through or under Tenant.

     4.28 Mechanic's Liens and Tenant's Personal Property Taxes.

          4.28.1 Tenant shall have no authority, express or implied, to create
     or place any lien or encumbrance of any kind or nature whatsoever upon, or
     in any manner to bind, the interest of Landlord or Tenant in the Premises
     or to charge the rentals payable under this Lease for any Claims in favor
     of any person dealing with Tenant, including those who may furnish
     materials or perform labor for any construction or repairs. Tenant shall
     immediately pay or cause to be paid all sums legally due and payable by it
     on account of any labor performed or materials furnished in connection with
     any work performed on the Premises on which any lien is or can be validly
     and legally asserted against its leasehold interest in the Premises and
     Tenant shall indemnify, defend and hold harmless Landlord from any and all
     Claims arising out of any such asserted Claims. Tenant agrees to give
     Landlord immediate written notice of any such Claim.

                                       26

<PAGE>

          4.28.2 Tenant shall be liable for all taxes levied or assessed against
     personal property, furniture or fixtures placed by Tenant in the Premises.
     If any such taxes for which Tenant is liable are levied or assessed against
     Landlord or Landlord's property and Landlord elects to pay them or if the
     assessed value of Landlord's property is increased by inclusion of such
     personal property, furniture or fixtures and Landlord elects to pay the
     taxes based on such increase, Tenant shall reimburse Landlord for the sums
     so paid by Landlord, upon demand by Landlord.

     4.29 Landlord's Security Interest. In addition to any statutory lien for
rent in Landlord's favor, Landlord shall have and Tenant hereby grants to
Landlord a continuing security interest for all Base Rent, Additional Rent and
other sums becoming due under this Lease from Tenant, upon all goods, wares,
equipment, fixtures, furniture, inventory, accounts, intangibles, chattel paper
and other personal property of Tenant situated in or arising out of the
Premises, and such property shall not be removed therefrom without the consent
of Landlord until all arrearages in Base Rent, Additional Rent and other sums
due under this Lease shall first have been paid and discharged. Landlord is
hereby authorized by the Tenant to file (including pursuant to the applicable
terms of the Uniform Commercial Code) from time to time any financing
statements, continuations, or amendments covering the collateral, whether or not
the Tenant's signature appears thereon. On the occurrence of an Event of
Default, Landlord shall have, in addition to any other remedies provided herein
or by law, all rights and remedies under the Uniform Commercial Code, including,
the right to sell the property described in this paragraph at public or private
sale upon five (5) Business Days notice to Tenant. Tenant hereby agrees to
execute such financing statements and other instruments necessary or desirable
in Landlord's discretion to perfect the security interest hereby created and
shall deliver such financing statement to Landlord for filing with the
appropriate Secretary of State. Any statutory lien for rent is not waived, and
the express contractual lien granted in this paragraph constitutes a security
agreement and is in addition and supplementary to such statutory lien.

     4.30 Occupancy. Prior to the expiration or earlier termination of the Lease
Term,  Tenant shall not vacate the Premises without  providing  Landlord with at
least  twenty-one (21) days advance notice.  Tenant's  furnishing of such notice
shall not relieve  Tenant of any of its  obligations  under this Lease.  Without
limiting any of such obligations, Tenant shall inspect the Premises no less than
once every other week during the  remainder of the Lease Term to ensure that the
Premises are in good order and condition.


                         SECTION 5: DEFAULT AND REMEDIES

     5.1 Events of Default.

          5.1.1 The occurrence of any one or more of the following events shall
     constitute a material default and breach of this Lease by Tenant ("Event of
     Default"):

               (a) abandonment of all or any portion of the Premises;

               (b) failure by Tenant to make any payment of Base Rent,
          Additional Rent or any other sum payable by Tenant under this Lease
          within five (5) Business Days after its due date;

               (c) failure by Tenant to observe or perform any covenant or
          condition of this Lease, other than the making of payments, where such
          failure shall continue for a period of fifteen (15) Business Days
          after written notice from Landlord, provided, however, if cure is not
          reasonably capable of being completed within such time period, Tenant
          shall have such additional reasonable time (not to exceed an
          additional sixty (60) calendar days) as is required to cure such
          default as long as Tenant promptly commences such cure within said
          fifteen (15) Business Day period and thereafter diligently pursues
          such cure to completion;

               (d) the failure of Tenant to surrender possession of the Premises
          at the expiration or earlier termination of this Lease in the
          condition required by this Lease;

               (e) (1) the making by Tenant of any general assignment or general
          arrangement for the benefit of creditors; (2) the filing by or against
          Tenant of a petition in bankruptcy, including reorganization or
          arrangement, unless, in the case of a petition filed against Tenant,
          unless the same is dismissed within twenty (20) Business Days; (3) the
          appointment of a trustee or receiver to take possession of
          substantially all of Tenant's assets located in the Premises or of
          Tenant's interest in this Lease; (4) any execution, levy, attachment
          or other process of law against any property of Tenant or Tenant's
          interest in this Lease, unless the same is dismissed within twenty
          (20) Business Days; (5) adjudication that Tenant is bankrupt; (6) the
          making by Tenant of a transfer in fraud of creditors; or (7) the
          failure of Tenant to generally pay its debts as they become due;


                                       27

<PAGE>

               (f) any information furnished by or on behalf of Tenant to
          Landlord in connection with the entry of this Lease is determined to
          have been materially false, misleading or incomplete when made; or

               (g) the failure of the Tenant to deliver the Lease Security
          Deposit within the time period specified in the paragraph captioned
          "Lease Security Provisions".

          5.1.2 Tenant shall notify Landlord promptly of any Event of Default or
     any facts, conditions or events which, with the giving of notice or passage
     of time or both, would constitute an Event of Default.

          5.1.3 If a petition in bankruptcy is filed by or against Tenant, and
     if this Lease is treated as an "unexpired lease" under applicable
     bankruptcy law in such proceeding, then Tenant agrees that Tenant shall not
     attempt nor cause any trustee to attempt to extend the applicable time
     period within which this Lease must be assumed or rejected.

     5.2  Remedies.  If any Event of Default  occurs,  Landlord  may at any time
after such occurrence, with or without notice or demand except as stated in this
paragraph,  and without limiting Landlord in the exercise of any right or remedy
at law which Landlord may have by reason of such Event of Default,  exercise the
rights and remedies,  either  singularly or in combination,  as are specified or
described in the subparagraphs of this paragraph.

          5.2.1 Landlord may terminate this Lease and all rights of Tenant under
     this Lease either immediately or at some later date by giving Tenant
     written notice that this Lease is terminated. If Landlord so terminates
     this Lease, then Landlord may recover from Tenant the sum of:

               (a) the unpaid Base Rent, Additional Rent and all other sums
          payable under this Lease which have been earned at the time of
          termination;

               (b) interest at the Default Rate on the unpaid Base Rent,
          Additional Rent and all other sums payable under this Lease which have
          been earned at the time of termination; plus

               (c) the amount by which the unpaid Base Rent, Additional Rent and
          all other sums payable under this Lease which would have been earned
          after termination until the time of award exceeds the amount of such
          rental loss, if any, as Tenant affirmatively proves could have been
          reasonably avoided and interest on such excess at the Default Rate;
          plus

               (d) the amount by which the aggregate of the unpaid Base Rent,
          Additional Rent and all other sums payable under this Lease for the
          balance of the Lease Term after the time of award exceeds the amount
          of such rental loss, if any, as Tenant affirmatively proves could be
          reasonably avoided, with such difference being discounted to present
          value at the Prime Rate at the time of award; plus

               (e) any other amount necessary to compensate Landlord for the
          detriment proximately caused by Tenant's failure to perform Tenant's
          obligations under this Lease or which, in the ordinary course of
          things, would be likely to result from such failure, including,
          leasing commissions, tenant improvement costs, renovation costs and
          advertising costs; plus

               (f) all such other amounts in addition to or in lieu of the
          foregoing as may be permitted from time to time by applicable law.

          5.2.2 Landlord shall also have the right, with or without terminating
     this Lease, to re-enter the Premises and remove all persons and property
     from the Premises. Landlord may cause property so removed from the Premises
     to be stored in a public warehouse or elsewhere at the expense and for the
     account of Tenant.

          5.2.3 Landlord shall also have the right, without terminating this
     Lease, to accelerate and recover from Tenant the sum of all unpaid Base
     Rent, Additional Rent and all other sums payable under the then remaining
     term of the Lease, discounting such amount to present value at the Prime
     Rate.

          5.2.4 If Tenant vacates, abandons or surrenders the Premises without
     Landlord's consent, or if Landlord re-enters the Premises as provided in
     subparagraph 5.2.2 or takes possession of the Premises pursuant to legal
     proceedings or through any notice procedure provided by law, then, if
     Landlord does not elect to terminate this Lease, Landlord may, from time to
     time, without terminating this Lease, either (a) recover all Base Rent,
     Additional Rent and all other sums payable under this Lease as they become
     due or (b) relet the Premises or any part of the Premises on behalf of
     Tenant for such term or terms, at such rent or rents and pursuant to such
     other provisions as Landlord, in its sole discretion, may deem advisable,
     all with the right, at Tenant's cost, to make alterations and repairs to
     the Premises and recover any deficiency from Tenant as set forth in
     subparagraph 5.2.6.

                                       28
<PAGE>


          5.2.5 None of the following remedial actions, singly or in
     combination, shall be construed as an election by Landlord to terminate
     this Lease unless Landlord has in fact given Tenant written notice that
     this Lease is terminated: (a) an act by Landlord to maintain or preserve
     the Premises; (b) any efforts by Landlord to relet the Premises; (c) any
     repairs or alterations made by Landlord to the Premises; (d) reentry,
     repossession or reletting of the Premises by Landlord pursuant to this
     paragraph; or (e) the appointment of a receiver, upon the initiative of
     Landlord, to protect Landlord's interest under this Lease. If Landlord
     takes any of the foregoing remedial action without terminating this Lease,
     Landlord may nevertheless at any time after taking any such remedial action
     terminate this Lease by written notice to Tenant.

          5.2.6 If Landlord relets the Premises, Landlord shall apply the
     revenue from such reletting as follows: first, to the payment of any
     indebtedness of Tenant to Landlord other than Base Rent, Additional Rent or
     any other sums payable by Tenant under this Lease; second, to the payment
     of any cost of reletting (including finders' fees and leasing commissions);
     third, to the payment of the cost of any alterations, improvements,
     maintenance and repairs to the Premises; and fourth, to the payment of Base
     Rent, Additional Rent and other sums due and payable and unpaid under this
     Lease. Landlord shall hold and apply the residue, if any, to payment of
     future Base Rent, Additional Rent and other sums payable under this Lease
     as the same become due, and shall deliver the eventual balance, if any, to
     Tenant. Should revenue from letting during any month, after application
     pursuant to the foregoing provisions, be less than the sum of the Base
     Rent, Additional Rent and other sums payable under this Lease and
     Landlord's expenditures for the Premises during such month, Tenant shall be
     obligated to pay such deficiency to Landlord as and when such deficiency
     arises.

          5.2.7 Pursuit of any of the foregoing remedies shall not preclude
     pursuit of any of the other remedies provided in this Lease or by law (all
     such remedies being cumulative), nor shall pursuit of any remedy provided
     in this Lease constitute a forfeiture or waiver of any Base Rent,
     Additional Rent or other sum payable under this Lease or of any damages
     accruing to Landlord by reason of the violation of any of the covenants or
     conditions contained in this Lease.

          5.2.8 UPON AN EVENT OF DEFAULT OR THE EXPIRATION OF THE TERM, IT SHALL
     BE LAWFUL FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR AS ATTORNEY FOR
     TENANT AS WELL AS FOR ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT AND
     TO SIGN AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION IN
     EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER
     TENANT AND THEREIN CONFESS JUDGMENT FOR THE RECOVERY BY LANDLORD OF
     POSSESSION OF THE PREMISES, FOR WHICH THIS LEASE SHALL BE ITS SUFFICIENT
     WARRANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF POSSESSION OR OTHER
     APPROPRIATE WRIT UNDER THE PENNSYLVANIA RULES OF CIVIL PROCEDURE THEN IN
     EFFECT MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDINGS;
     PROVIDED, HOWEVER, IF THIS LEASE IS TERMINATED AND POSSESSION OF THE
     PREMISES REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT
     FOR THE SAME EVENT OF DEFAULT AND UPON ANY SUBSEQUENT EVENT OF DEFAULT OR
     EVENTS OF DEFAULT, 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.

          5.2.9 IN ANY ACTION OF EJECTMENT, 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, AND,
     IF A TRUE COPY OF THIS LEASE (AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT
     SHALL BE SUFFICIENT EVIDENCE) BE FILED IN SUCH ACTION, IT SHALL NOT BE
     NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT,
     CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT RELEASES TO
     LANDLORD AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT, ALL
     PROCEDURAL ERRORS IN SAID PROCEEDINGS AND ALL LIABILITY THEREOF. IF
     PROCEEDINGS SHALL BE COMMENCED BY LANDLORD TO RECOVER POSSESSION UNDER THE
     PENNSYLVANIA ACTS OF ASSEMBLY AND RULES OF CIVIL PROCEDURE UPON AN EVENT OF
     DEFAULT, TENANT SPECIFICALLY WAIVES THE RIGHT TO THE THREE MONTHS' NOTICE
     AND TO THE 15 OR 30 DAYS, NOTICE REQUIRED BY THE PENNSYLVANIA LANDLORD AND
     TENANT ACT OF 1951, AND AGREES THAT 5 DAYS NOTICE SHALL BE SUFFICIENT IN
     EITHER OR ANY SUCH CASE.

                                       29

<PAGE>

          5.2.10 TENANT CONFIRMS TO LANDLORD THAT (I) THIS LEASE AND THE
     FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A
     COMMERCIAL CONTEXT; (II) TENANT IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE
     KNOWLEDGEABLE IN COMMERCIAL MATTERS; (III) TENANT HAS CONSULTED WITH ITS
     OWN SEPARATE COUNSEL REGARDING THIS LEASE; (IV) ON THE ADVICE OF ITS OWN
     SEPARATE COUNSEL, TENANT HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO
     CONFESS JUDGMENT AGAINST TENANT; AND (V) TENANT UNDERSTANDS THAT IT IS
     WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS.

     5.3 Right to Perform. If Tenant shall fail to pay any sum of money, other
than Base Rent or Additional Rent, required to be paid by it under this Lease or
shall fail to perform any other act on its part to be performed under this
Lease, and such failure shall continue for ten (10) Business Days after notice
of such failure by Landlord, or such shorter time if reasonable under the
circumstances, Landlord may, but shall not be obligated to, and without waiving
or releasing Tenant from any obligations of Tenant, make such payment or perform
such other act on Tenant's part to be made or performed as provided in this
Lease. Landlord shall have (in addition to any other right or remedy of
Landlord) the same rights and remedies in the event of the nonpayment of sums
due under this paragraph as in the case of default by Tenant in the payment of
Base Rent.

     5.4 Landlord's Default. Landlord shall not be in default under this Lease
unless Landlord fails to perform obligations required of Landlord within twenty
(20) Business Days after written notice is delivered by Tenant to Landlord and
to the holder of any mortgages or deeds of trust (collectively, "Lender")
covering the Premises whose name and address shall have theretofore been
furnished to Tenant in writing, specifying the obligation which Landlord has
failed to perform; provided, however, that if the nature of Landlord's
obligation is such that more than twenty (20) Business Days are required for
performance, then Landlord shall not be in default if Landlord or Lender
commences performance within such twenty (20) Business Day period and thereafter
diligently prosecutes the same to completion. All obligations of Landlord
hereunder shall be construed as covenants, not conditions. In the event of any
default, breach or violation of Tenant's rights under this Lease by Landlord,
Tenant's exclusive remedy shall be either an action for specific performance or
an action for actual damages. Tenant hereby waives the benefit of any laws
granting it the right to perform Landlord's obligation, a lien upon the property
of Landlord and/or upon Rent due Landlord, or the right to terminate this Lease
or withhold Rent on account of any Landlord default.


                       SECTION 6: MISCELLANEOUS PROVISIONS

     6.1 Notices. Any notice, request, approval, consent or written
communication required or permitted to be delivered under this Lease shall be:
(a) in writing; (b) transmitted by personal delivery, express or courier
service, United States Postal Service in the manner described below, or
electronic means of transmitting written material; and (c) deemed to be
delivered on the earlier of the date received or four (4) Business Days after
having been deposited in the United States Postal Service, postage prepaid. Such
writings shall be addressed to Landlord or Tenant, as the case may be, at the
respective designated addresses set forth opposite their signatures, or at such
other address(es) as they may, after the execution date of this Lease, specify
by written notice delivered in accordance with this paragraph, with copies to
the persons at the addresses, if any, designated opposite each party's
signature. Those notices which contain a notice of breach or default or a demand
for performance may be sent by any of the methods described in clause (b) above,
but if transmitted by personal delivery or electronic means, shall also be sent
concurrently by certified or registered mail, return receipt requested.

     6.2 Attorney's Fees and Expenses. In the event either party requires the
services of an attorney in connection with enforcing the terms of this Lease, or
in the event suit is brought for the recovery of Base Rent, Additional Rent or
any other sums payable under this Lease or for the breach of any covenant or
condition of this Lease, or for the restitution of the Premises to Landlord or
the eviction of Tenant during the Lease Term or after the expiration or earlier
termination of this Lease, the non-breaching party shall be entitled to a
reasonable sum for attorney's and paralegal's fees, expenses and court costs,
including those relating to any appeal.

                                       30

<PAGE>

     6.3 No Accord and Satisfaction. No payment by Tenant or receipt by Landlord
of an amount less than the Base Rent or Additional Rent or any other sum due and
payable under this Lease shall be deemed to be other than a payment on account
of the Base Rent, Additional Rent or other such sum, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment be
deemed an accord and satisfaction, nor preclude Landlord's right to recover the
balance of any amount payable or Landlord's right to pursue any other remedy
provided in this Lease or at law.

     6.4 Successors; Joint and Several Liability. Except as provided in the
paragraph captioned "Limitation on Recourse" and subject to the paragraph
captioned "Assignment and Subletting by Landlord", all of the covenants and
conditions contained in this Lease shall apply to and be binding upon Landlord
and Tenant and their respective heirs, executors, administrators, successors and
assigns. In the event that more than one person, partnership, company,
corporation or other entity is included in the term "Tenant", then each such
person, partnership, company, corporation or other entity shall be jointly and
severally liable for all obligations of Tenant under this Lease.

     6.5 Choice of Law. This Lease shall be construed and governed by the laws
of the state in which the Land is located.

     6.6 No Waiver of Remedies. The waiver by Landlord of any covenant or
condition contained in this Lease shall not be deemed to be a waiver of any
subsequent breach of such covenant or condition nor shall any custom or practice
which may develop between the parties in the administration of this Lease be
construed to waive or lessen the rights of Landlord to insist on the strict
performance by Tenant of all of the covenants and conditions of this Lease. No
act or thing done by Landlord or Landlord's Agents during the Lease Term shall
be deemed an acceptance or a surrender of the Premises, and no agreement to
accept a surrender of the Premises shall be valid unless made in writing and
signed by Landlord. The mention in this Lease of any particular remedy shall not
preclude Landlord from any other remedy it might have, either under this Lease
or at law, nor shall the waiver of or redress for any violation of any covenant
or condition in this Lease or in any of the rules or regulations attached to
this Lease or later adopted by Landlord, prevent a subsequent act, which would
have originally constituted a violation, from having all the force and effect of
an original violation. The receipt by Landlord of Base Rent, Additional Rent or
any other sum payable under this Lease with knowledge of a breach of any
covenant or condition in this Lease shall not be deemed a waiver of such breach.
The failure of Landlord to enforce any of the rules and regulations attached to
this Lease or later adopted, against Tenant or any other tenant in the Building,
shall not be deemed a waiver. Any waiver by Landlord must be in writing and
signed by Landlord to be effective.

     6.7 Offer to Lease. The submission of this Lease in a draft form to Tenant
or its broker or other agent does not constitute an offer to Tenant to lease the
Premises. This Lease shall have no force or effect until: (a) it is executed and
delivered by Tenant to Landlord; and (b) it is executed and delivered by
Landlord to Tenant.

     6.8 Force Majeure. In the event that Landlord shall be delayed, hindered in
or prevented from the performance of any act or obligation required under this
Lease by reason of acts of God, strikes, lockouts, labor troubles or disputes,
inability to procure or shortage of materials or labor, failure of power or
utilities, delay in transportation, fire, vandalism, accident, flood, severe
weather, other casualty, Governmental Requirements (including mandated changes
in the Plans and Specifications or the Tenant Improvements resulting from
changes in pertinent Governmental Requirements or interpretations thereof),
riot, insurrection, civil commotion, sabotage, explosion, war, natural or local
emergency, acts or omissions of others, including Tenant, or other reasons of a
similar or dissimilar nature not solely the fault of, or under the exclusive
control of, Landlord, then performance of such act or obligation shall be
excused for the period of the delay and the period for the performance of any
such act or obligation shall be extended for the period equivalent to the period
of such delay.

     6.9 Landlord's Consent. Unless otherwise provided in this Lease, whenever
Landlord's consent, approval or other action is required under the terms of this
Lease, such consent, approval or action shall be subject to Landlord's judgment
or discretion exercised in good faith and shall be delivered in writing.

                                       31

<PAGE>

     6.10 Severability; Captions. If any clause or provision of this Lease is
determined to be illegal, invalid, or unenforceable under present or future
laws, the remainder of this Lease shall not be affected by such determination,
and in lieu of each clause or provision that is determined to be illegal,
invalid or unenforceable, there be added as a part of this Lease a clause or
provision as similar in terms to such illegal, invalid or unenforceable clause
or provision as may be possible and be legal, valid and enforceable. Headings or
captions in this Lease are added as a matter of convenience only and in no way
define, limit or otherwise affect the construction or interpretation of this
Lease.

     6.11 Interpretation. Whenever a provision of this Lease uses the term (a)
"include" or "including", that term shall not be limiting but shall be construed
as illustrative, (b) "covenant", that term shall include any covenant,
agreement, term or provision, (c) "at law", that term shall mean as specified in
any applicable statute, ordinance or regulation having the force of law or as
determined at law or in equity, or both, and (d) "day", that uncapitalized word
shall mean a calendar day. This Lease shall be given a fair and reasonable
interpretation of the words contained in it without any weight being given to
whether a provision was drafted by one party or its counsel.

     6.12 Incorporation of Prior Agreement; Amendments. This Lease contains all
of the agreements of the parties to this Lease with respect to any matter
covered or mentioned in this Lease, and no prior agreement or understanding
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or added to except by an agreement in writing
signed by the parties to this Lease or their respective successors in interest.

     6.13 Authority.

          6.13.1 If Tenant is a partnership, company, corporation or other
     entity, each individual executing this Lease on behalf of Tenant represents
     and warrants to Landlord that he or she is duly authorized to so execute
     and deliver this Lease and that all partnership, company, corporation or
     other entity actions and consents required for execution of this Lease have
     been given, granted or obtained. If Tenant is a partnership, company,
     corporation or other business organization, it shall, within ten (10)
     Business Days after demand by Landlord, deliver to Landlord satisfactory
     evidence of the due authorization of this Lease and the authority of the
     person executing this Lease on its behalf.

          6.13.2 Landlord represents and warrants to Tenant that the individual
     executing this Lease on behalf of Landlord is authorized to execute and
     deliver this Lease and that all partnership, company, corporation or other
     entity actions and consents required for execution of this Lease have been
     given, granted or obtained.

     6.14 Time of Essence. Time is of the essence with respect to the
performance of every covenant and condition of this Lease.

     6.15 Survival of Obligations. Notwithstanding anything contained in this
Lease to the contrary or the expiration or earlier termination of this Lease,
any and all obligations of either party accruing prior to the expiration or
termination of this Lease shall survive the expiration or earlier termination of
this Lease, and either party shall promptly perform all such obligations whether
or not this Lease has expired or terminated. Such obligations shall include any
and all indemnity obligations set forth in this Lease.

     6.16 Consent to Service. Tenant irrevocably consents to the service of
process of any action or proceeding at the address of the Premises. Nothing in
this paragraph shall affect the right to serve process in any other manner
permitted by law.

     6.17 Landlord's Authorized Agents. Notwithstanding anything contained in
the Lease to the contrary, including without limitation, the definition of
Landlord's Agents, only officers of Landlord's authorized representative,
Kennedy Associates Real Estate Counsel, Inc., and officers of Riggs Bank N.A.,
the trustee of Landlord, are authorized to amend, renew or terminate this Lease,
or to compromise any of Landlord's claims under this Lease or to bind Landlord
in any manner. Without limiting the effect of the previous sentence, no property
manager or broker shall be considered an authorized agent of Landlord to amend,
renew or terminate this Lease, to compromise any of Landlord's claims under this
Lease or to bind Landlord in any manner.

     6.18 Waiver of Jury Trial. Landlord and Tenant irrevocably waive the
respective rights to trial by jury in any action, proceeding or counterclaim
brought by either against the other (whether in contract or tort) on any matter
arising out of or relating in any way to this Lease, the relationship of
Landlord and Tenant or Tenant's use or occupancy of the Premises.

     6.19 Guaranty. Contemporaneously with the execution of this Lease, Tenant
shall cause United Bancshares, Inc. to execute and deliver to the Landlord a
Guaranty of Tenant's obligations under this Lease, which Guaranty shall be in
form and substance satisfactory to Landlord.


                                       32

<PAGE>


     IN WITNESS WHEREOF, this Lease has been executed the day and year first
above set forth.

Designated Address for Landlord:           LANDLORD:
--------------------------------           ---------

Multi-Employer Property Trust              MULTI-EMPLOYER PROPERTY TRUST,
c/o Kennedy Associates Real Estate         a trust organized under
  Counsel, Inc.                            12 C.F.R. Section 9.18
Attention: Senior Vice President -
Asset Management                           By: Kennedy Associates Real Estate
1215 Fourth Ave.,                              Counsel, Inc.,
Suite 2400                                     Authorized Signatory
Seattle, WA 98161
Facsimile: (206) 682-4769                      By:______________________________
                                               Name:____________________________
with a copy to:                                Its:_____________________________

Multi-Employer Property Trust
c/o Kennedy Associates Real Estate Counsel, Inc.
Attn: Vice President - Asset Management
7315 Wisconsin Avenue, Suite 350 West
Bethesda, MD 20814
Facsimile: (301) 656-9339

and with a copy to:

Multi-Employer Property Trust
c/o Riggs Bank N.A.
Attn: Senior Vice President/MEPT or
Patrick O. Mayberry
808-17th St. N.W., 7th Floor
Washington, D.C., 20006-3944
Facsimile: (202) 835-6887

with a copy to Manager at:
--------------------------

CB Richard Ellis
One Penn Square West
30 South 15th Street, Suite 401
Philadelphia, Pennsylvania 19102
Facsimile: 215-761-9138

Designated Address for Tenant:                   TENANT:
------------------------------                   -------
United Bank of Philadelphia                      United Bank of Philadelphia, a
One Penn Square West                             Pennsylvania corporation
30 South 15th Street, Suite 1200
Philadelphia, Pennsylvania 19102                 By:___________________________
Facsimile: __________________                    Name: Evelyn F. Smalls
                                                 Its:  President
With a copy to:
---------------
Love and Long, L.L.P.
108 Washington Street
Newark, NJ 07102
Facsimile: 973-643-4333

                                       33

<PAGE>


                            LANDLORD ACKNOWLEDGEMENT


                     )
                     ) ss.
                     )


     On  this  _____  day  of  January,  2005,  before  me  personally  appeared
_________________________,  to me known to be a _____________________ of Kennedy
Associates Real Estate Counsel,  Inc., the corporation  that executed the within
and foregoing instrument as authorized signatory of the Multi-Employer  Property
Trust,  and  acknowledged  said  instrument to be the free and voluntary act and
deed of  corporation  as such  authorized  signatory,  for the uses and purposes
therein mentioned,  and on oath stated that __________(he or she) was authorized
to execute said instrument.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year first above written.


                            Name: _________________________________________
                            NOTARY PUBLIC in and for the _____________________,
                            residing at ____________________. My appointment
                            expires: ______________________.

[NOTARIAL SEAL]


                      TENANT ACKNOWLEDGEMENT (CORPORATION)

                   )
                   ) ss.
                   )

          On this _______ day of January, 2005, before me, a Notary Public in
and for the__________________ of ___________________________, personally
appeared Evelyn F. Smalls, the President of United Bank of Philadelphia, the
Pennsylvania corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath stated that
s/he/they was/were authorized to execute said instrument.

WITNESS my hand and official seal hereto affixed the day and year first as above
written.


                              Name: _________________________________________
                              NOTARY PUBLIC in and for the State of ,
                              residing at ____________________. My appointment
                              expires: ______________________.


[NOTARIAL SEAL]



                                       34

<PAGE>


                               EXHIBIT A to Lease

                            LEGAL DESCRIPTION OF LAND
                            -------------------------


          ALL THAT CERTAIN lot or piece of ground and real estate, described
according to a certain Plan and Survey prepared for Linpro Philadelphia Center
City Office One Limited, dated May 26, 1983 and last revised April 12, 1984,
said Plan and Survey prepared by Barton & Martin, Engineers, as follows, to wit:

          SITUATE on the West side of Fifteenth Street at the distance of
eighty-three feet Northward from the North side of Chestnut Street (sixty feet
wide as per Ordinance of Councils, March 31st, 1884) in the Eighth (formerly the
Ninth) Ward of the City of Philadelphia.

          CONTAINING in front or breadth on the said Fifteenth Street ninety
feet and extending of that width in length of depth Westward, the North line
thereof along the South side of Ranstead Street (twenty feet wide) and the South
line thereof along the center line of a certain ten feet wide Court extending
Westward from the said Fifteenth Street one hundred and thirty-two feet. BEING
No. 30-36 South 15th Street.

          TOGETHER with the free use and privileges of the said ten feet wide
Court as and for a passageway in common with the owners, tenants and occupiers
of the lots of ground immediately to the South of the aforesaid premises.

          BEING the same premises which Philadelphia Authority for Industrial
Development by Indenture dated January 3, 1984 and recorded in the Office for
the Recording of Deeds, in and for the City of Philadelphia in Deed Book ALO No.
7, page 160, granted and conveyed unto Linpro Philadelphia Center City Office
One Limited, a Pennsylvania Limited Partnership, in fee.




                                     Ex. A-1

<PAGE>



                               EXHIBIT B to Lease





              [ GRAPHIC DRAWING SHOWING LOCATION OF THE PREMISES ]




                                     Ex. B-1

<PAGE>


                               EXHIBIT C to Lease


PART I - SPACE PLAN
-------------------
(SEE ATTACHED)



      PART II - LISTING OF PLANS AND SPECIFICATIONS FOR TENANT IMPROVEMENTS





              [ GRAPHIC DRAWING SHOWING LOCATION OF THE PREMISES ]




                                       Ex. C-2


<PAGE>


                               EXHIBIT D to Lease

                            FORM OF LEASE MEMORANDUM

     The Multi-Employer Property Trust, a trust organized under 12 C.F.R.
Section 9.18, as Landlord, and United Bank of Philadelphia, as Tenant, executed
that Lease dated as of January ___, 2005 (the "Lease").

          The Lease contemplates that this document shall be delivered and
executed as set forth in the paragraph entitled "Lease Memorandum". This Lease
Memorandum shall become part of the Lease.

     Landlord and Tenant agree as follows:

          1. The Commencement Date of the Lease is ___________________________.

          2. The end of the Lease Term and the date on which this Lease will
     expire is ___________________________.

          3. The Lease is in full force and effect as of the date of this Lease
     Memorandum. By execution of this Lease Memorandum, Tenant confirms that as
     of the date of the Lease Memorandum (a) Tenant has no claims against
     Landlord and (b) Landlord has fulfilled all of its obligations under the
     Lease required to be fulfilled by Landlord.

          4. The Premises consist of approximately ten thousand two hundred
     seventy-three (10,273) rentable square feet.

          5. The amount of Base Rent and the portion of the Lease Term during
     which such Base Rent is payable shall be determined from the following
     table:


<TABLE>
<CAPTION>

        Applicable Portion of Lease        Rate                                  Monthly Base
        ---------------------------        Per/Rentable                          Rent
                                           Sq. Ft./          Annual              Installment
   Beginning             Ending            Annum             Base Rent           (Annual / 12)
   ---------             ------            -----             ---------           -------------

<S>                     <C>                <C>               <C>                 <C>
                                           $16.75            $150,750.00*        $12,562.50*

                                           $17.25            $155,250.00*        $12,937.50*

                                           $17.75            $159,750.00*        $13,312.50*

                                           $18.25            $187,482.25         $15,623.52

                                           $18.75            $192,618.75         $16,051.56

                                           $19.25            $197,755.25         $16,479.60

                                           $19.75            $202,891.75         $16,907.65

                                           $20.25            $208,028.25         $17,335.69

                                           $20.75            $213,164.75         $17,763.73

                                           $21.25            $218,301.25         $18,191.77

                                           $21.75            $223,437.75         $18,619.81
</TABLE>
----------
*    Note: Annual and monthly Base Rent for months 01 through 36 of the Lease
     Term as set forth in the above table have been calculated as if the
     Premises contained only nine thousand rentable square feet (9,000), but is
     subject to the terms and conditions set forth below.

     The above rent schedule begins on the first day of the first full month of
the Lease Term. If the Commencement Date is a date other than the first day of a
calendar month, Base Rent for the partial month in which the Commencement Date
occurs shall be at the same rate as months 01 through 12, but shall be prorated
as provided in Paragraph 3.2 hereof and shall be payable on the Commencement
Date. Notwithstanding the foregoing, provided that all Base Rent and Additional
Rent then due has been paid and no Event of Default then exists, then subject to
the terms and conditions set forth below Landlord

                                     Ex. D-1

<PAGE>


shall abate (a) all Base Rent applicable to the Premises for (i) the period from
__________ through ___________ [insert months 01 and 02], (ii) the period from
__________ through ___________ [insert month 37], (iii) the period from
__________ through ___________ [insert month 49], (iv) the period from
__________ through ___________ [insert month 61], and (v) the period from
__________ through ___________ [insert month 73] (collectively, the "Full
Abatement Periods"). Notwithstanding anything herein to the contrary, (a)
although the Premises consist of ten thousand two hundred seventy-three (10,273)
rentable square feet, Tenant shall pay Base Rent during the period from [insert
months 01 through 36] (the "Partial Abatement Period") of the Lease Term
calculated as if the Premises contained only nine thousand rentable square feet
(9,000), and the Base Rent in excess thereof which would otherwise be payable
hereunder based upon the Base Rent rate per rentable square foot set forth in
the above table shall be abated subject to and in accordance with the terms
hereof, and (b) if this Lease is terminated prior to the expiration of the Lease
Term as a result of a default by Tenant, in addition to all other damages to
which Landlord may be entitled under the Lease and applicable law, Tenant
immediately and without notice shall pay Landlord the full amount of all Base
Rent which had been abated as aforesaid for the Full Abatement Periods and the
Partial Abatement Period, and Landlord's damages for future rent shall be
calculated as if any future Full Abatement Periods and Partial Abatement Period
did not exist. Tenant acknowledges and agrees that Tenant shall be liable for
all Additional Rent payable during the Full Abatement Periods and the Partial
Abatement Period, including, without limitation, Use and Occupancy Taxes.

     6. Tenant's Pro Rata Share of Operating Costs is 10,273/238,865 = four and
three hundred one one-thousandths percent (4.301%), which shall be final,
conclusive and controlling during the Lease Term for all purposes.

     7. Tenant's Pro Rata Share of Property Taxes is 10,273/240,594 = four and
two hundred seventy one-thousandths percent (4.270%), which shall be final,
conclusive and controlling during the Lease Term for all purposes.


Dated:______________________________        Dated:_____________________________


LANDLORD:                                   TENANT:
---------                                   -------

MULTI-EMPLOYER PROPERTY TRUST, a trust      United Bank of Philadelphia,
organized under 12 C.F.R. Section 9.18      a Pennsylvania corporation


By: Kennedy Associates Real Estate          By:________________________________
    Counsel, Inc., Authorized Signatory         Name: Evelyn F. Smalls
                                                Its: President
    By:______________________________

    Name:____________________________


                                     Ex. D-3


<PAGE>


                            LANDLORD ACKNOWLEDGEMENT

                                        )
                                        ) ss.
                                        )

          On this _____ day of _______, 2005, before me personally appeared
_________________________, to me known to be a _____________________ of Kennedy
Associates Real Estate Counsel, Inc., the corporation that executed the within
and foregoing instrument as authorized signatory of the Multi-Employer Property
Trust, and acknowledged said instrument to be the free and voluntary act and
deed of corporation as such authorized signatory, for the uses and purposes
therein mentioned, and on oath stated that __________(he or she) was authorized
to execute said instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

                              Name: _________________________________________
                              NOTARY PUBLIC in and for _______________________,
                              residing at ____________________. My appointment
                              expires: ______________________.


[NOTARIAL SEAL]


                      TENANT ACKNOWLEDGEMENT (CORPORATION)

                                        )
                                        ) ss.
                                        )


          On this _______ day of _______________, 2005, before me, a Notary
Public in and for the ________________ of ___________________________,
personally appeared Evelyn F. Smalls, the President of United Bank of
Philadelphia, the Pennsylvania corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that s/he/they was/were authorized to execute said
instrument.

          WITNESS my hand and official seal hereto affixed the day and year
first as above written.


                             Name: ___________________________________________
                             NOTARY PUBLIC in and for the State of ___________,
                             residing at ____________________. My appointment
                             expires: ______________________.


[NOTARIAL SEAL]


                                     Ex. D-3


<PAGE>


                               EXHIBIT E to Lease

                              RULES AND REGULATIONS
                              ---------------------

     1. No sign, placard, picture, advertisement, name or notice shall be
installed or displayed on any part of the outside or inside of the Building or
Land without the prior written consent of the Landlord. Landlord shall have the
right to remove, at Tenant's expense and without notice, any sign installed or
displayed in violation of this rule. All approved signs or lettering on doors
and walls shall be printed, painted, affixed or inscribed at the expense of
Tenant by a person chosen by Landlord.

     2. If Landlord objects in writing to any curtains, blinds, shades, screens
or hanging plants or other similar objects attached to or used in connection
with any window or door of the Premises, Tenant shall immediately discontinue
such use. No awning shall be permitted on any part of the Premises. Tenant shall
not place anything against or near glass partitions or doors or windows which
may appear unsightly from outside the Premises.

     3. Tenant shall not obstruct any sidewalk, halls, passages, exits,
entrances, elevators, escalators, or stairways of the Building. The halls,
passages, exits, entrances, elevators, escalators and stairways are not open to
the general public. Landlord shall in all cases retain the right to control and
prevent access to such areas of all persons whose presence in the judgment of
Landlord would be prejudicial to the safety, character, reputation and interest
of the Land, Building and the Building's tenants; provided that, nothing in this
Lease contained shall be construed to prevent such access to persons with whom
any Tenant normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. Tenant shall not go upon the roof of
the Building.

     4. The directory of the Building will be provided exclusively for the
display of the name and location of tenants only, and Landlord reserves the
right to exclude any other names therefrom.

     5. All cleaning and janitorial services for the Building and the Premises
shall be provided exclusively by contractors approved by Landlord and shall be
an Operating Expense unless otherwise agreed by Landlord and Tenant. Except with
the written consent of Landlord, no person or persons other than those approved
by Landlord shall be employed by Tenant or permitted to enter the Building for
the purpose of cleaning the same. Cleaning and janitorial services shall be
provided five (5) days per week. Tenant shall not cause any unnecessary labor by
carelessness or indifference to the good order and cleanliness of the Premises.
Landlord shall not in any way be responsible to any Tenant for any loss of
property on the Premises, however occurring, or for any damage to any Tenant's
property by the janitor, any of Landlord's Agents or any other person.

     6. Landlord will furnish Tenant, free of charge, two (2) keys to each door
lock in the Premises. Landlord may make a reasonable charge for any additional
keys. Tenant shall not make or have made additional keys, and Tenant shall not
alter any lock or install a new additional lock or bolt on any door of its
Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord
the keys of all doors which have been furnished to Tenant, and in the event of
loss of any keys so furnished, shall pay Landlord therefor.

     7. HVAC service shall be provided to the Premises Monday through Friday
(excluding holidays) from 8:00 a.m. to 6:00 p.m. and Saturday (excluding
holidays) from 8:00 a.m. to 1:00 p.m. If Tenant shall require after-hours HVAC,
Tenant may request such service by notifying Landlord's Manager not later than
11:00 a.m. of the day prior to the day on which such after-hours service shall
be needed, and not later than 2:00 p.m. on the Thursday preceding any weekend
for which such after-hours service shall be needed. Tenant shall pay for such
additional HVAC service at Landlord hourly rate in effect from time to time and
shall pay all charges therefor when and as billed by Landlord. Such charges
shall be deemed Additional Rent under the Lease.

     8. If Tenant requires Telecommunication Services, computer circuits,
burglar alarm or similar services or other utility services, it shall first
obtain Landlord's approval of the construction or installation of such services.
Application for such services shall be made in accordance with the procedure
prescribed by Landlord in subsection 3.5.2 of the Lease.

     9. Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry and
which is allowed by Governmental Requirements. Landlord shall have the right to
prescribe the weight, size and position of all equipment, materials, furniture
or other property brought into the Building. Heavy objects shall, if considered
necessary by Landlord, stand on such platforms as determined by Landlord to be
necessary to properly distribute the


                                     Ex. E-2


<PAGE>

weight. Business machines and mechanical equipment belonging to Tenant, which
cause noise or vibration that may be transmitted to the structure of the
Building or to any space in the Building or to any other tenant in the Building,
shall be placed and maintained by Tenant, at Tenant's expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration. The
persons employed to move such equipment in or out of the Building must be
acceptable to Landlord. Landlord will not be responsible for loss of, or damage
to, any such equipment or other property from any cause, and all damage done to
the Building by maintaining or moving such equipment or other property shall be
repaired at the expense of Tenant.

     10. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
permitted by the Lease. Tenant shall not use or permit to be used in the
Premises any foul or noxious gas or substance, or permit or allow the Premises
to be occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the Building by reason of noise, odors or vibrations nor
shall Tenant bring into or keep in or about the Premises any birds or animals.

     11. Tenant shall not use any method of heating or air-conditioning other
than that supplied by Landlord or approved in writing by Landlord.

     12. Tenant shall not waste any utility provided by Landlord and agrees to
cooperate fully with Landlord to assure the most effective operation of the
Building's heating and air-conditioning and to comply with any governmental
energy-saving rules, laws or regulations of which Tenant has actual notice.

     13. Landlord reserves the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building.

     14. Landlord reserves the right to exclude from the Building between the
hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and legal holidays,
any person unless that person is known to the person or employee in charge of
the Building and has a pass or is properly identified. Tenant shall be
responsible for all persons for whom it requests passes and shall be liable to
Landlord for all acts of such persons. Landlord shall not be liable for damages
for any error with regard to the admission to or exclusion from the Building of
any person. Landlord reserves the right to prevent access to the Building in
case of invasion, mob, riot, public excitement or other commotion by closing the
doors or by other appropriate action.

     15. Tenant shall close and lock the doors of its Premises and entirely shut
off all water faucets or other water apparatus, and electricity, gas or air
outlets, other than that needed to maintain critical business processes, before
Tenant and its employees leave the Premises. Tenant shall be responsible for any
damage or injuries sustained by other tenants or occupants of the Building or by
Landlord for noncompliance with this rule.

     16. Tenant shall not obtain for use on the Premises ice, drinking water,
food, beverage, towel or other similar services, except at such hours and under
such regulations as may be fixed by Landlord and are commercially reasonable.

     17. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be deposited
in them. The expenses of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by Tenant if it or its employees or
invitees shall have caused it.

     18. Tenant shall not sell, or permit the sale at retail, of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise to the
general public in or on the Premises. Tenant shall not make any room-to-room
solicitation of business from other tenants in the Building. Tenant shall not
use the Premises for any business or activity other than that specifically
provided for in the Lease.

     19. Tenant shall not install any radio or television antenna, loudspeaker
or other device on the roof or exterior walls of the Building. Tenant shall not
interfere with radio or television broadcasting or reception from or in the
Building or elsewhere. Other than the usual and customary cellular telephones,
Tenant shall not install or utilize any wireless Telecommunication Facilities,
including antenna and satellite receiver dishes within the Premises or on, in,
or about the Building without first obtaining Landlord's prior written consent
and Landlord at its option may require the entry of a supplemental agreement
with respect to such construction or installation. Tenant shall comply with all
instructions for installation and shall pay or shall cause to be paid the entire
cost of such installations. Application for such facilities shall be made in the
same manner and shall be subject to the same requirements as specified for
Telecommunication Services and Telecommunication Facilities in the paragraph of
the

                                     Ex. E-2

<PAGE>

Lease entitled "Utilities". Supplemental rules and regulations may be
promulgated by Landlord specifying the form of and information to be included
with the application and establishing procedures, regulations and controls with
respect to the installation and use of such wireless Telecommunication
Facilities.

     20. With the exception of hanging pictures and the like on the walls,
Tenant shall not mark, drive nails, screws or drill into the partitions,
woodwork or plaster or in any way deface the Premises. Landlord reserves the
right to direct electricians as to where and how telephone and telegraph wires
are to be introduced to the Premises. Tenant shall not cut or bore holes for
wires. Tenant shall not affix any floor covering to the floor of the Premises in
any manner except as approved by Landlord. Tenant shall repair any damage
resulting from noncompliance with this rule. Tenant also shall repair any damage
resulting from hanging pictures and the like on the walls.

     21. Tenant shall not install, maintain or operate upon the Premises any
vending machine without the written consent of Landlord.

     22. Canvassing, soliciting and distribution of handbills or any other
written material, and peddling in the Building or Land are prohibited, and
Tenant shall cooperate to prevent the same.

     23. Landlord reserves the right to exclude or expel from the Building and
Land any person who, in Landlord's judgment, is intoxicated, under the influence
of liquor or drugs or in violation of any of these Rules and Regulations.

     24. Tenant shall store all of its trash and garbage within the Premises.
Tenant shall not place in any trash box or receptacle any material which cannot
be disposed of in the ordinary and customary manner of trash and garbage
disposal. All garbage and refuse disposal shall be made in accordance with
directions issued from time to time by Landlord.

     25. The Premises shall not be used for lodging or any improper or immoral
or objectionable purpose. No cooking shall be done or permitted by Tenant,
except that use by Tenant of Underwriters' Laboratory approved equipment for
microwaves and brewing coffee, tea, hot chocolate and similar beverages shall be
permitted; provided that, such equipment and its use is in accordance with all
Governmental Requirements.

     26. Tenant shall not use in the Premises or in the public halls of the
Building any hand truck except those equipped with rubber tires and side guards
or such other material-handling equipment as Landlord may approve. Tenant shall
not bring any other vehicles of any kind into the Building.

     27. Without the prior written consent of Landlord, Tenant shall not use the
name of the Building in connection with or in promoting or advertising the
business of Tenant except as Tenant's address.

     28. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

     29. Tenant assumes any and all responsibility for protecting the Premises
from theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed.

     30. The requirements of Tenant will be attended to only upon appropriate
application to the Manager of the Building by an authorized individual.
Employees of Landlord are not required to perform any work or do anything
outside of their regular duties unless under special instructions from Landlord,
and no employee of Landlord is required to admit Tenant to any space other than
the Premises without specific instructions from Landlord.

     31. Landlord may waive any one or more of these Rules and Regulations for
the benefit of Tenant or any other tenant, but no such waiver by Landlord shall
be construed as a waiver of such Rules and Regulations in favor of any other
person, nor prevent Landlord from thereafter revoking such waiver and enforcing
any such Rules and Regulations against any or all of the tenants of the
Building.

     32. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the covenants and
conditions of any lease of premises in the Building. If any provision of these
Rules and Regulations conflicts with any provision of the Lease, the terms of
the Lease shall prevail.

     33. Landlord reserves the right to make such other and reasonable Rules and
Regulations as, in its judgment, may from time to time be needed for safety and
security, the care and cleanliness of the Building and Land, the preservation of
good order in the Building and the maintenance or enhancement of the value of
the Building as a rental property. Tenant agrees to abide by all the Rules and
Regulations stated in this exhibit and any additional rules and regulations
which are so made by Landlord.

     34. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant and Tenant's Agents.

                                    Ex. E-3