PROGRESS
PLAZA


FUNDAMENTAL
LEASE PROVISIONS





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





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





PREMISES:  “END
CAP” AT CORNER OF BROAD AND JEFFERSON STREETS





LANDLORD:    PROGRSS
TRUST, INC.





NOTICE
ADDRESS OF LANDLORD:





Progress
Trust, Inc.


1501
North Broad Street, Second Floor


Philadelphia,
PA  19122


Attention:
Benjamin Gilbert





With a
copy to:


Mark
Herrmann & Associates, Inc.


38 W.
Lodges Lane


Bala
Cynwyd, PA 19004





TENANT:  United
Bank of Philadelphia





TENANT'S
TRADE NAME:  United Bank





NOTICE
ADDRESS OF TENANT:





United
Bank of Philadelphia


Graham
Building, 30 S. 15th
St.


Philadelphia,
PA 19102





With a
copy to:





Love and
Long, L.L.P.


108
Washington Street


Newark,
New Jersey  07102





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





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





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





PREMISES
GROSS LEASABLE AREA: 2,557 square feet +/- , plus “drive through” if available
(See Section 7)










PERMITTED
USE:  Full Service Bank and related activities





ANNUAL
BASIC RENTAL:





Period
            Annual
      Rent
            Monthly
      RentRent
      Commencement
            $66,482.00
            $5,540.16Date
      to the end of the 60thFull
      calendar monthMonths
      61-120
            $75,431.50
            $6,285.96Option
      Term:
            See
      Lease Section 3 (d)





INITIAL
MONTHLY PAYMENT ON ACCOUNT OF OPERATING EXPENSES:


AND
TAXES:  $984.45 (based on $4.62 psf per annum)





ADVANCE
RENTAL:  N/A





SECURITY
DEPOSIT: N/A





DATE OF
LEASE:  As of September 7, 2007









1.
      PREMISES
              12.  USE;
      QUIET ENJOYMENT
              13.  TERM;
      TERMINATION
              34.  RENT
              55.  PERCENTAGE
      RENT
              56.  ADVANCE
      RENT AND SECURITY DEPOSIT
              57.  IMPROVEMENTS
              68.   TENANT
      ASSESSMENTS.  USE AND OCCUPANCY TAXES.
              79.  UTILITIES
      AND SERVICES
              710.  TAXES
      AND OPERATING COSTS
              711.  FIXTURES,
      EQUIPMENT AND APPURTENANCES
              912.  ALTERATIONS
      AND IMPROVEMENTS BY TENANT
              1013.  SIGNS
      AND ADVERTISING
              1114.  REPAIRS
      BY LANDLORD; INSPECTION
              1115.  REPAIRS
      BY TENANT
              1116.  INSURANCE
              1217.  INDEMNITY
      BY TENANT; EXONERATION
              1218.
      INCREASE IN INSURANCE PREMIUMS; WAIVER OF SUBROGATION
              1319.  FIRE
      OR OTHER CASUALTY
              1420.
      CONDEMNATION
              1521.  MARKETING
      FUND AND PROMOTION OF CENTER
              1522.  ASSIGNMENT,
      MORTGAGING AND SUBLETTING
              1623.
      PERFORMANCE BY TENANT
              1624.
      BANKRUPTCY
              1625.  HAZARDOUS
      MATERIALS
              17
   
   26.  DEFAULT;
      REMEDIES
              1727.  REMEDIES
      CUMULATIVE
              2128.
      SUBORDINATION; ATTORNMENT
              2129.  SUCCESSORS
      AND ASSIGNS
              2230.
      NOTICES
              2331.  APPLICABLE
      LAW
              2332.  CAPTIONS
      AND HEADINGS
              2333.  JOINT
      AND SEVERAL LIABILITY
              2334.  BROKERAGE
      COMMISSION
              2335.  NO
      OPTION
              2336.  NO
      MODIFICATION
              2437.  SEVERABILITY
              2438.  THIRD
      PARTY BENEFICIARY
              2439.  TRANSFER
      BY LANDLORD
              2440.  LIMITATION
      OF LIABILITY OF LANDLORD
              2441.  PARKING
              2542.  SUBSTITUTE
      SPACE
              2543.  COVENANTS
      AND CONDITIONS
              2544.  TIME
      OF ESSENCE
              2545.  MODIFICATIONS
      FOR LENDER
              2546.  HOLDING
      OVER
              2647.  RULES
      AND REGULATIONS
              2648.  TITLE
              2648.  PRIOR
      LEASE
              2650.  WAIVER
      OF JURY TRIAL
              26








RETAIL
LEASE








THIS
Retail Lease is made as of the date, and between the Landlord and Tenant, set
forth in the Fundamental Lease Provisions attached hereto.





1.
PREMISES





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





2.  USE;
QUIET ENJOYMENT





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





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





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





(d)  Tenant
agrees that it:





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





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






1





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





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





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





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





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





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





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





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





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





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





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





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





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






2





3.
TERM; TERMINATION





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





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





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





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





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






3





4.
RENT





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





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





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





5.  PERCENTAGE
RENT





[This Section Intentionally
Deleted]





6.  ADVANCE
RENTAL AND SECURITY DEPOSIT





[This
Section Intentionally Deleted]





7.
IMPROVEMENTS





(a)    (i)                      Prior
to the Rent Commencement Date, the Landlord shall perform the work in the
Premises (“Landlord’s Work”) specified in Exhibit “B”
hereto.   Landlord will provide Tenant with written notice of the
completion of Landlord’s Work, and Tenant shall thereupon enter the Premises and
complete all work required for it to open its business to the public as quickly
as possible, but in any event not later than sixty (60) days after completion of
Landlord’s Work.   Landlord anticipates that it will complete
Landlord’s Work on or before November 1, 2007.  With Landlord’s
consent, and so long as it will not interfere with the completion of Landlord’s
Work, Tenant’s contractors shall be entitled to work alongside Landlord’s
contractors in the Premises.   Except for Landlord’s obligation
to perform Landlord’s Work, Tenant, by accepting possession of the Premises
shall have examined and accepted the Premises in their "as- is" condition, and
no representations or warranties concerning the condition of the Premises have
been made by Landlord





(ii)           Landlord will promptly make
application to the appropriate governmental agencies for permission to install a
one lane “drive through” with canopy at the location designated on Exhibit
“A”.  Landlord cannot provide assurance that such approvals will be
received, and there will be no adjustment of rent payable hereunder if Landlord
does not obtain such approvals.  Promptly after receipt of such
approvals, Landlord will commence construction of the drive through canopy area
at Landlord’s expense.  Tenant understands that such drive through may
not be completed at the same time as Landlord’s Work, and any delay in
completion of the drive through will not be considered a failure to complete of
Landlord’s Work, or constitute a basis for Tenant to refuse to accept possession
of the Premises.






4





(iii)           In consideration of
Landlord’s undertakings in subsection (ii) above, Tenant shall promptly order
and, prior to October 1, 2007, time being of the essence, install all
underground pipes and tubes necessary for the operation of the drive through
area so that Landlord is not required to disturb the parking area.  If
Tenant does not comply with its obligations under this subsection (iii),
Landlord will have no further obligation to install the drive through
area.





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





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





8.   TENANT
ASSESSMENTS.  USE AND OCCUPANCY TAXES.





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





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


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





9.  UTILITIES
AND SERVICES





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






5





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





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





(c)   Landlord
reserves the right to stop the supply of water, sewage, electrical current,
parking, and other services, without thereby incurring any liability to Tenant,
when necessary by reason of accident or emergency, or for repairs, alterations,
replacements or improvements in the judgment of Landlord desirable or necessary,
or when prevented from supplying such services by strikes, lockouts, difficulty
of obtaining materials, accidents or any other cause beyond Landlord's control,
or by laws, orders or inability by exercise of reasonable diligence to obtain
electricity, water, steam, coal, oil or other suitable fuel or
power.  No diminution or abatement of Rent or other compensation shall
or will be claimed by Tenant as a result of, nor shall this Lease or any of the
obligations of Tenant be affected or reduced by reason of, any such
interruption, curtailment or suspension.  However, if such
interruption, curtailment or suspension continues for either three consecutive
days or any ten days within a thirty-day period, Tenant’s Rent shall
abate.





10.           TAXES
AND OPERATING COSTS





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





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





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





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





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





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





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






6





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





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





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





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





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





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





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





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





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





(i)           Any
ground lease rental;


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


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


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








7




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


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


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


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


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


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


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


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


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


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


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


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


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


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


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






8




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


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


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


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


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


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


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


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


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


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


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


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


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


.


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





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





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








9





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





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





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





11.  FIXTURES, EQUIPMENT AND
APPURTENANCES





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






10







12.           ALTERATIONS AND IMPROVEMENTS BY
TENANT





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





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





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





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








11





13.  SIGNS
AND ADVERTISING





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





14.
REPAIRS BY LANDLORD; INSPECTION





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





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





15.  REPAIRS
BY TENANT





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








12




Premises
to compactors or other receptacles, and will keep such refuse in proper
containers in the interior of the Premises until removed at Tenant=s sole cost
and expense. Tenant shall not overload the electrical wiring within the Premises
or serving the Premises and will install, at its own expense, but only after
obtaining Landlord's written approval, any additional electrical wiring which
may be required in connection with Tenant's apparatus.   Tenant
shall also keep the “drive through” canopy and surface area, if constructed, in
good repair and free of ice, snow and debris at all times.


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





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





16.  INSURANCE





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





17.  INDEMNITY
BY LANDLORD AND TENANT; EXONERATION





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





(b)  To
the maximum extent permitted by law, Tenant agrees to use and occupy the
Premises and such other portions of the Center as Tenant is permitted to use at
Tenant's own risk; and Landlord shall have no responsibility for any injury to
persons, or loss of or damage to property, sustained or occurring in or on the
Premises, or occurring elsewhere (other than in the Premises) in or about the
Center; and in particular, not limiting the generality of the foregoing,
Landlord shall have no responsibility for injury to persons for loss of, or
damage to, property sustained or occurring on or about the stairways, public
corridors, sidewalks,






13




parking
areas, roads or other appurtenances and facilities used in connection with the
Center or the Premises arising out of the use or occupancy of the Center or the
Premises by Tenant, or by any person claiming by, through or under Tenant, on
account or based upon the act, omission, fault, negligence or misconduct of any
person or persons other than Landlord and those for whose conduct Landlord is
legally responsible.





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





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





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





18.
INCREASE IN INSURANCE PREMIUMS; WAIVER OF SUBROGATION





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





(b)  Landlord
shall cause each insurance policy carried by it  insuring the Center
against loss by fire or any of the casualties covered by standard extended
coverage to be written in such a manner as to provide that the insurer waives
all right of recovery by way of subrogation against Tenant in connection with
any loss or damage covered by the policy.  Tenant will cause each
insurance policy carried by it insuring the Premises as well as the contents
thereof, including trade fixtures and personal property, against loss by fire or
any of the casualties covered by standard extended coverage to be written in
such a manner as to provide that the insurer waives all right of recovery by way
of subrogation against Landlord in connection with any loss or damage covered by
the policy.  Neither party hereto shall be liable to the other for any
loss or damage caused by fire or any of the casualties covered by standard
extended coverage, which loss or damage is covered by the insurance policies
maintained by the other party, provided that such policies are not invalidated
by such waiver; and, provided, further, that if either party shall be unable to
obtain the waiver of subrogation required






14




by this
Section without additional premiums therefor, then unless the party claiming the
benefit of such waiver shall agree to pay such party for the cost of such
additional premium within thirty (30) days after notice of the statement setting
forth such requirement and the amount of additional premium, such waiver shall
be of no force and effect between such party and the claiming
party.  It is agreed that should either party fail to procure such
waiver, if available without additional cost (or if available at additional cost
and the other party has agreed to pay such additional premium), it will pay to
the other in liquidated damages all monies to which any subrogor hereunder
becomes entitled and the cost of reasonable legal defense of any claims for
subrogating.





19.  FIRE
OR OTHER CASUALTY





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





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





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





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





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





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





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






15





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





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





20.
CONDEMNATION





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





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


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


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


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


(iv)   any loss of
goodwill, and


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









16


21.  MARKETING
FUND AND PROMOTION OF CENTER





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





22.  ASSIGNMENT,
MORTGAGING AND SUBLETTING





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





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





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





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






17





23.
PERFORMANCE BY TENANT





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





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





24.
BANKRUPTCY





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





25.  HAZARDOUS
MATERIALS





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








18





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





26.  DEFAULT;
REMEDIES





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





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





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





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





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





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





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





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






19





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





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





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





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





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





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






20





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





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





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





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





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






21





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





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





27.  REMEDIES
CUMULATIVE





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





28.
SUBORDINATION; ATTORNMENT





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





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





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






22





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





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





29.  SUCCESSORS
AND ASSIGNS





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





30.
NOTICES





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





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





31.  APPLICABLE
LAW





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









23


32.  CAPTIONS
AND HEADINGS





Captions
and headings are for convenience and reference only.





33.  JOINT
AND SEVERAL LIABILITY





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





34.  BROKERAGE
COMMISSION





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





35.  NO
OPTION





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





36.  NO
MODIFICATION





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





37.  SEVERABILITY





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





38.  THIRD
PARTY BENEFICIARY





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









24





39.  TRANSFER
BY LANDLORD





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





40.  LIMITATION
OF LIABILITY OF LANDLORD





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





41.  PARKING





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





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





42.  SUBSTITUTE
SPACE





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






25





43.  COVENANTS
AND CONDITIONS





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





44.  TIME
OF ESSENCE





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





45.  MODIFICATIONS
FOR LENDER





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





46.  HOLDING
OVER





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





47.  RULES
AND REGULATIONS





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





48.  TITLE





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





49.
PRIOR LEASE





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





50.  WAIVER
OF JURY TRIAL





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








26





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





UNITED
BANK OF
PHILADELPHIA                                                                           (Tenant)





By: 
/s/______________________________________________





Its:
_____________________________________________











PROGRESS
TRUST,
INC.                                                                (Landlord)











By:
_____________________________________________











27


EXHIBIT
“B”


LANDLORD’S
WORK





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





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





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





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





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





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





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





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




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




9.           DRIVE
THRU AND CANOPY:  Landlord shall install the drive thru and canopy
utilizing designs approved by the Landlord..