Exhibit 10(d)




           LEASE FOR BRANCH OFFICE LOCATED AT 1015 NORTH BROAD STREET


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                                      COPY

                                LEASE AGREEMENT

                                 By and Between

                      PROGRESS INVESTMENT ASSOCIATES, INC.

                    TRADING AS PROGRESS PLAZA SHOPPING CENTER
                                    LANDLORD

                                       AND

                        THE FIRST PENNSYLVANIA BANK N.A.
                                     TENANT



                             DATED: OCTOBER 15, 1988




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                                TABLE OF CONTENTS

SUBJECT                                                   SECTION      PAGE
-------                                                   -------      ----

Access by Landlord                                          8           11
        Right of Entry                                      8.1         11
        Excavation                                          8.2         11

Advertising, Merchant's Association                        10           12
      Name in Advertising                                  10.1         12
      Merchants Association                                10.2         12

Assignment and Subletting                                  15           16
      Consent Required                                     15.1         16
      Corporate Ownership (Deleted)                        15.2         16

Conduct of Business by Tenant                               6            8
      Purpose of Use                                        6.1          8
      Operation of Business                                 6.2          8
      Competition (Deleted)                                 6.3          9
      Storage, Office Space                                 6.4          9
      Operation of Concessions                              6.5          9

Default by Tenant                                          18           19
      Right to Re-enter                                    18.1         19
      Notice 3 Opportunity to Cure                                      21
      Right to Re-let                                      18.2         21
      Legal Expenses                                       18.3         21
      Waiver of Jury Trial and Counterclaim                18.4         22
      Waiver of Right of Redemption                        18.5         22

Destruction of Leased Premises                             13           15
      Total or Partial Destruction                         13.1         15
      Partial Destruction of Shopping Center               13.2         15

Eminent Domain                                             17           17
      Total Condemnation                                   17.1         17
      Partial Condemnation                                 17.2         17
      Total Condemnation of Parking Area                   17.3         17
      Partial Condemnation of Parking Area                 17.4         18
      Landlord's Damages                                   17.5         18
      Tenant's Damages                                     17.6         18
      Condemnation of Less than a Fee                      17.7         18

Holding Over, Successors                                   19           22
      Holding Over                                         19.1         22
      Successors                                           19.2         22

Insurance and Indemnity                                    11           13
      Liability Insurance                                  11.1         13
      Increase in Fire Insurance Premium                   11.2         14
      Indemnification of Landlord                          11.3         14
      Boiler Insurance (Deleted)                           11.4         14

Maintenance of Leased Premises                              7            9
      Maintenance by Tenant                                 7.1          9
      Maintenance by Landlord                               7.2          9
      Surrender of Premises                                 7.3         10
      Rules and Regulations                                 7.4         10
      Notice by Tenant                                      7.5         10
      Cost of Maintenance of Common Areas                   7.6         10


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                         Table of Contents (continued)

SUBJECT                                                  SECTION       PAGE
-------                                                  -------       ----

       Notice by Tenant                                     7.5         10
       Costs of Maintenance of Common Areas                 7.6         10

Miscellaneous                                              21           23
       Waiver                                              21.1         23
       Accord and Satisfaction                             21.2         23
       Entire Agreement                                    21.3         23
       No Partnership                                      21.4         23
       Force Majeure                                       21.5         23
       Notices                                             21.6         24
       Captions and Section Numbers                        21.7         24
       Tenant Defined and Use of Pronoun                   21.8         24
       Brokers Commission                                  21.9         24
       Partial Invalidity                                  21.10        24
       No Option                                           21.11        24
       Recording                                           21.12        25
       Rider (Deleted)                                     21.13        25
Offset Statement, Attornment, Subordination                14           15
       Offset Statement                                    14.1         15
       Attornment                                          14.2         16
       Subordination                                       14.3         16
       Attorney-in-Fact                                    14.4         16

Quiet Enjoyment                                            20           22

Records and Books of Account                                3            5
       Tenant's Records                                     3.1          5
       Reports by Tenant                                    3.2          5
       Right to Examine Books                               3.3          5
       Audit                                                3.4          5

Rent                                                        2            2
       Minimum Rent                                         2.1          2
       Percentage Rent                                      2.2          3
       Gross Receipts Defined                               2.3          3
       Taxes                                                2.4          4
       Additional Rent                                      2.5          4
       Past Due Rent                                        2.6          4

Term                                                        1            1
       Leased Premises                                      1.1          1
       Use of Additional Areas                              1.2          1
       Commencement and Ending Date                         1.3          1
       Lease Year Defined                                   1.4          1
       Failure of Tenant to Open (Deleted)
       Joint Opening (Deleted)
       Renovations by Tenant                                1.7          1
       Delivery of Premises by Landlord                     1.8          2
       Acceptance of Premises by Tenant                     1.9          2
       Option to Renew                                      1.10         2

Security Deposit                                            4            6
       Amount of Deposit (Deleted)                          4.1          6
       Use and Return of Deposit (Deleted)                  4.2          6
       Transfer of Deposit (Deleted)                        4.3          6



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                        Table of Contents - (Continued)

SUBJECT                                              SECTION      PAGE
-------                                              -------      ----

Signs, Awnings, Canopies, Fixtures,
Alterations                                            5            6
        Installation                                   5.1          6
        Changes and Additions to Building              5.2          7
        Removal and Restoration by Tenant              5.3          7
        Discharge of Liens                             5.4          7
        Signs, Awnings and Canopies                    5.5          7
        Parking and Common Use Areas                   5.6          7
        License                                        5.7          8

Tenant's Property                                      9           12
        Loss and Damage                                9.1         12

Utilities                                             12           14
        Utility Charges                               12.1         14

Waste, Governmental Regulations                       16           16
        Waste or Nuisance                             16.1         16
        Governmental Regulations                      16.2         16



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Tenant agrees as( follows:

     (1) All loading and unloading of goods shall be done only at such times, in
the areas, and through the entrances, designated for such purposes by Landlord.

     (2) The delivery or shipping of merchandise, supplies and fixtures to and
from the leased premises shall be subject to such rules and regulations as in
the judgment of Landlord are necessary for the proper operation of the leased
premises or Shopping Center.

     (3) All garbage and refuse shall be kept in the kind of container specified
by Landlord, and shall be placed outside of the premises prepared for collection
in the manner and at the times and places specified by Landlord. If Landlord
shall provide or designate a service for picking up refuse and garbage, Tenant
shall use same at Tenant's cost. Tenant shall pay the cost of removal of any of
Tenant's refuse or rubbish.

     (4) No television or other similar devise shall be installed without first
obtaining in each instance Landlord's consent in writing. No aerial shall be
erected on the roof or exterior walls of the premises, or on the grounds,
without in each instance, the written consent of Landlord. Any aerial so
installed without such written consent shall be subject to removal without
notice at any time.

     (5) No loud speakers, televisions, phonographs, radios or other devices
shall be used in a manner so as to be heard or seen outside of the premises
without the prior written consent of Landlord.

     (6) If the leased premises are equipped with heating facilities separate
from those in the remainder of the Shopping Center, Tenant shall keep the leased
premises at a temperature sufficiently high to prevent freezing of water in
pipes and fixtures.

     (7) The outside areas immediately adjoining the premises shall be kept
clean and free from rubbish by Tenant to the satisfaction of Landlord, and
Tenant shall not place or permit any obstructions or merchandise in such areas.

     (8) Tenant and Tenant's employees shall park their cars only in those
portions of the parking area designated for that purpose by Landlord. Tenant
shall furnish Landlord with State automobile license numbers assigned to
Tenant's car or cars, and cars of Tenant's employees, within five (5) days after
request of Landlord and shall thereafter notify Landlord of any changes within
five (5) days after such changes occur. In the event that Tenant or its
employees fail to park their cars in designated parking areas as aforesaid, then
Landlord, at its option, shall charge Tenant Ten Dollars ($10.00) per day per
car parked in any area other than those designated, as and for liquidated
damage.

     (9) The plumbing facilities shall not be used for any other purpose than
that for which they are constructed, and no foreign substance of any kind shall
be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by Tenant, who
shall, or whose employees, agents or invitees shall have caused it.

                                   EXHIBIT "A"


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     (10) Tenant shall use at Tenant's cost such pest extermination contractor
as Landlord may direct and at such intervals as Landlord may require.

     (11) Tenant shall not burn any trash or garbage of any kind in or about the
leased premises, the Shopping Center, or within one mile of the outside property
lines of the Shopping Center.

     (12) Tenant shall sponsor no kiddie rides or any other type of. promotion
without the prior written consent of the Landlord except as the same may be
sponsored by the Merchants Association.


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     THIS LEASE AGREEMENT, made on the 1st day of November, 1988 by PROGRESS
INVESTMENT ASSOCIATES, a Pennsylvania Corporation, herein called "Landlord" and
THE FIRST PENNSYLVANIA BANK, N.A., herein called "Tenant."



                                W I T N E S S T H

SECTION 1. TERM

1.1  LEASED PREMISES

     In consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of Tenant to be observed and performed,
Landlord demises and leases to the Tenant, and Tenant rents from Landlord, those
certain premises, now or hereinafter to be erected in the Progress Plaza
Shopping Center, (herein called the "Shopping Center") at 1501 North Broad
Street, Philadelphia, Pennsylvania, having a frontage of approximately 40 feet,
said measurements being from center of partition to center of partition, except
that in the event the demised premises is in an end position, measurements shall
include full width of end wall, and a depth of 70 feet outside dimensions
creating a first floor area of approximately 2,800 square feet, (herein
collectively called the "leased premises") as shown on a floor plan attached
hereto.

1.2  USE OF ADDITIONAL AREAS

     The use and occupancy by the Tenant of the leased premises shall include
the use in common with others entitled thereto of the common areas, employees'
parking areas, service roads, loading facilities, sidewalks and may be
designated from time to time by the Landlord, subject however, to the terms and
conditions of this agreement and to reasonable rules and regulations for the use
thereof as prescribed from time to time by the Landlord.

1.3  COMMENCEMENT AND ENDING DATE OF TERM

     The term of this lease shall begin on November 1, 1988. Tenant's obligation
to pay rent hereunder shall commence on said date. The term of this lease shall
end at midnight on the last day of the 10th consecutive full lease year as said
term "Lease year" is hereinafter defined, unless sooner terminated as
hereinafter provided. See Section 1.10 re Option. Tenant waives any notice
requiring to remove from the premises at the end of the term (see Section 1.10
re Option) and covenants to surrender at the end of the term.

1.4  LEASE YEAR DEFINED

     The term "lease year" as herein shall mean the twelve (12) calendar months
commencing with the first day the rent obligation commences and midnight of the
day immediately prior to the succeeding anniversaries thereof.

1.5  1.6  DELETED

1.7  DELETED



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1.8  DELIVERY OF PREMISES BY LANDLORD

     Landlord agrees that upon the date of delivery of possession to the Tenant,
the demised premises shall be free of all violations, orders, or notices of
violations of all public authorities; vacant and broom clean. Landlord warrants
the heat and air conditioning apparatus, systems are in good working order and
condition, and the demised premises includes bathroom facilities in good working
order and in accordance with City Zoning Code. Tenant shall maintain the heating
and air conditioning systems, as well as the bathroom, and be responsible for
there replacements when necessary.

1.9  OPTION TO RENEW

     The Tenant shall have the option to renew this Lease for one (1) five (5)
year period(s) under the same terms and conditions as herein contained, except
that the minimum rental shall be increased by six (6) percent every two (2)
years.

     Notice of acceptance of the renewal option must be given to the Landlord in
     writing at least ninety (90) days before the expiration of the initial term
     or preceding  option period.  Nothing herein construed shall require Tenant
     to exercise said extension option.


SECTION 2 RENT

2.1  MINIMUM RENT

     Tenant agrees to pay to Land lord at the office of Landlord, or at such
other place designated by Landlord, without any prior demand therefor. and
without any deduction or set-off whatsoever, and as fixed minimum rent; on the
first day of each calendar month:

          2.1a  Commencing on the beginning date and  continuing  thereafter for
     each Lease Year during the term and the renewal  term of the Lease.  Tenant
     covenants to pay unto Landlord,  as rental for the Leased Premises, of each
     calendar month:

          (a) A Fixed Annual Guarantee Minimum Rental for the particular Lease
     Years and in the amounts as follows; payable monthly in equal monthly
     installments in advance upon the first day of each calendar month.

               (1) From the Rent Commencement Date through the second (2)
          anniversary thereof (calendar year 1990) in the amount of Thirty One
          Thousand Eighty ($31,080.00) per year;

               (2) From such anniversary date in 1990 through the fourth (4th)
          anniversary of the Rent Commencement Date (Calendar year 1992) in the
          amount of Thirty Three Thousand Eight Hundred Eighty ($33,880.00) per
          year;

               (3) From such anniversary date in (1992) thru the sixth (6th)
          anniversary of the Rent Commencement Date (calendar year 1994) in the
          amount of Thirty Six Thousand Nine Hundred Thirty Two ($36,932.00) per
          year;



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               (4) From such anniversary date in (199_) thru the eighth (8th)
          anniversary of the Rent Commencement Date (calendar year 1996) in the
          amount of Forty Thousand Two Hundred Sixty Four ($40,265.00) per year;

               (5) From such anniversary date in (1996) thru the tenth (10th)
          anniversary of the Rent Commencement Date (Calendar year 1998) in
          the amount of Forty Three Thousand Eight Hundred Seventy Six
          ($43,876.00) per year.

     2.1b If the term shall commence upon a day other than the first day of a
calendar month, then Tenant shall pay, upon the commencement date of the term, a
pro-rata portion of the fixed monthly rent described in the fractional calendar
month preceeding the commencement of the first lease year thereof.


2.2  DELETED


2.3  DELETED



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2.4  TAXES

     Owner will pay in the first instance all real property taxes which may be
levied or assessed by any lawful authority against the land and improvements in
the Shopping Center. If the amount of the real property taxes levied or assessed
against the land and building of which the leased premises form a part at the
time of commencement of the term hereof shall exceed in any subsequent lease
year the amount of such taxes for the first full lease year, Tenant shall pay
that portion of such excess equal to the product obtained by multiplying said
excess by a fraction, the numerator of which shall be the square-foot area of
the leased premises, and the denomimator of which shall be the square-foot area
of the Shopping Center exclusive of common areas. For the purpose of this
section and of the computation aforesaid, each two (2) square feet of basement
or second floor space shall be counted as noe (1) square-foot. The term "first
full tax year" shall mean the year 1988. The tax year of any lawful authority
commencing during any lease year shall be deemed to correspond to such lease
year. The additional rent provided for in this Section 2.4 shall be paid within
twenty (20) days after demand therefor by Landlord. A copy of the Jurisdictions
taxing authority's tax bill submitted and certified true by Landlord to Tenant
shall be sufficient evidence of the amount of taxes assessed or levied against
the parcel or real property to which such bill relates. Should the taxing
authorities include in such real estate taxes the value of any improvements made
by Tenant or include machinery, equipment, fixtures, inventory or other personal
property or assets of Tenant, then Tenant shall pay the entire real estate taxes
for such items. Tenant, at all times, shall be responsible for and shall pay
before delinquency, all municipal, county, state, or federal taxes assessed
against any leasehold interest or any personal property of any kind owned,
installed or used by Tenant, except if Landlord is required to collect such tax
by law, Tenant shall pay the amount of such tax to Landlord as additional rent
in the manner as aforesaid.

2.5  ADDITIONAL RENT

     The Tenant shall pay as additional rent any money require to be paid
pursuant to paragraphs 2.4, 7.1, 7.2, 7.6, 11.2, and 12.1 and all other sums of
money or charges required to be paid by Tenant under this lease, whether or not
the same be designated "additional rent." If such amounts or charges are not
paid at the time provided in this lease, they shall nevertheless, if not paid
when due, be collectable as additional rent with the next installment of rent
thereafter falling due hereunder, but nothing herein contained shall be deemed
to suspend or delay the payment of any amount of money or charge at the time the
same becomes due and payable hereunder, or limit any other remedy of the
Landlord.

2.6  PAST DUE RENT AND ADDITIONAL RENT

     If Tenant shall fail to pay, when the same is due and payable, any rent or
any additional rent, or amounts or charges of the character described in Section
2.5 hereof, such unpaid amount shall bear interest from the due date thereof to
the date of payment at the rate of two percent (2x) per month.


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SECTION 3.   RECORDS AND BOOKS OF ACCOUNT -- DELETED


3.1   DELETED


3.2   DELETED


3.3   DELETED


3.4   DELETED










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SECTION 4. DELETED


4.1  DELETED


4.2  DELETED


4.3  DELETED



SECTION 5. SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS, CONSTRUCTION


5.1  INSTALLATION BY TENANT

     All fixtures installed by Tenant shall be new or completely reconditioned.
Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any trade fixture, exterior
signs, floor covering, interior or exterior lighting, or plumbing fixtures,
shades or awnings or make any changes to the store front without first obtaining
Landlord's written approval and consent. Tenant shall present to the Landlord
plans and specifications for such work at the time approval is sought.




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5.2  CHANGES AND ADDITIONS TO BUILD

     Landlord hereby reserves the right, at any time, to make alterations or
additions to and to build additional stories on the building in which the
premises are contained and to build adjoining the same. Landlord also reserves
the right to construct other buildings of improvements in the Shopping Center
from time to time, and to make alterations thereof or additions thereto and to
build additional stories on any such building or buildings and to build
adjoining same and to construct doubledeck or elevated parking facilities, to
close any skylights or windows and run necessary pipes, conduits and ducts
through the herein leased premises and carry on any work, repair, alterations or
improvements in, about, or in the vicinity thereof, the demised premises. Tenant
hereby waives any claim for damages or inconvenience caused thereby.

5.3  REMOVAL AND RESTORATION BY TENANT

     All lighting fixtures and air conditioning equipment, any and all
alterations, decorations, additions or trade fixtures, other than attached
movable trade fixtures improvements and decorations installed or paid for by the
Tenant or made by the Landlord on the Tenant's behalf by agreement under this
lease shall, upon the expiration or earlier termination of this lease, become
the sole property of the Landlord, Such alterations, decorations, additions,
improvement and trade fixtures, shall not be removed from the premises prior to
the end of the term hereof without the prior consent in writing from the
Landlord.

5.4  DISCHARGE OF LIENS

     Tenant shall promptly pay all contractors and materialmen, so as to
minimize the possibility of a lien attaching to the leased premises, and should
any such lien be made or filed, Tenant shall bond against or discharge the same
within ten (10) days after written request by Landlord.

5.5  SIGNS, AWNINGS AND CANOPIES

     Tenant will not place or suffer to be placed or maintained on any exterior
door, wall or window of the leased premises any sign, awning or canopy, or
advertising matter or other things of any kind, and will not place or maintain
any decorations, lettering or advertising matter on the glass of any window or
door of leased premises without first obtaining Landlord's written approval and
consent. Tenant further agrees to maintain such sign, awning, canopy,
decoration, lettering, advertising matter or other thing as may be approved in
good condition and repair at all times. For the benefit of Tenant, Landlord
approves the signage plan as set forth.

5.6  PARKING AND COMMONS USE AREAS AND FACILITIES

     All automobile parking areas, driveways, entrances and exits thereto, and
other facilities furnished by Landlord in or near the Shopping Center, including
employee parking areas, the truck way or ways, loading docks, package pick-up
stations, pedestrian sidewalks and ramps, landscaped areas, exterior stairs,
first aid stations, comfort stations and other areas and improvements provided
by Landlord for the general use, in common, of Tenants, their officers, agents,
employees and customers, shall at all times be subject to the exclusive control
and management of Landlord, and Landlord shall have the right, from time to
time, to establish, modify and enforce reasonable rules and regulations with
respect to all facilities and areas mentioned in this Article. Landlord shall
have the right to construct, to police the same, from time to time, to change
the area, level, location and arrangement of parking areas and other facilities
hereinabove referred to; to restrict parking by Tenants, their officers, agents
and employees, to employee parking areas; to enforce parking charges (by
operation of meters or otherwise) with appropriate provision for free parking
ticket validation by Tenants; to close all or any portion of said areas or
facilities to such extent as may, in the opinion of Landlords.

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counsel, be legally sufficient to prevent a dedication thereof or the accrual of
any rights to any person or the public therein; to close temporarily all or any
portion of the parking areas or facilities; to discourage noncustomer parking;
and to do and perform such other acts in and to said areas and improvements as,
in the use of good business judgement, the Landlord shall determine from time to
time. Without limiting the scope of such discretion, Landlord shall have the
full right and authority to employ all personnel and to make all rules and
regulations pertaining to and necessary for the proper operation and maintenance
of the common areas and facilities. Tenant and its employees shall park their
cars only in those portions of the parking area designated for that purpose by
Landlord. Tenant shall furnish Landlord with State automobile license numbers
assigned to Tenant's care or cars and cars of its employees within five (5) days
after request from Landlord, and shall thereafter notify Landlord of any changes
within five (5) days after changes occur. If Tenant or its employees fail to
park their cars in the designated parking areas, after giving notice to Tenant,
Landlord shall have the right to charge Tenant ten dollars ($10.00) per day per
car parked in any parking area other than those designated.

5.7  LICENSE

     All common areas and facilities not within the leased premises which Tenant
may be permitted to use and occupy, are to be used and occupied under a
revocable license, and if the amount of such areas be diminished, Landlord shall
not be subject to any liability nor shall Tenant be entitled to any compensation
or diminution or abatement of rent, nor shall such diminution of such areas be
deemed constructive or actual eviction.


SECTION 6. CONDUCT OF BUSINESS BY TENANT

6.1  PURPOSE OF USE

     Tenant shall use the leased premises solely for the purpose of conducting
the business of: Banking and related business.

     Tenant will not use or permit, or suffer the use of, the leased premises
for any other business or purpose. Tenant shall not conduct catalogue sales in
or from the leased premises except of merchandise which Tenant is permitted to
sell "over the counter" in or at the leased premises pursuant to the provisions
of this Section 6.1.

6.2  OPERATION OF BUSINESS -- DELETE



                                       8
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6.3. STORAGE, OFFICE SPACE -- DELETE


6.5  OPERATIONS OF CONCESSIONS -- DELETE


SECTION 7. MAINTENANCE OF LEASED PREMISES

7.1  MAINTENANCE BY TENANT

     Tenant shall, at all times, keep the leased premises )including maintenance
of exterior entrances, all glass and show window mouldings) and all partitions,
doors, fixtures, equipment and appurtenances thereof (including lighting,
heating and plumbing fixtures, escalators, elevators, and any air conditioning
system) in good order, condition and repair, (including reasonably periodic
painting as reasonably determined as to frequency thereof by Landlord), except
for structural portions of the premises, which shall be maintained by Landlord,
but if Landlord is required to make all repairs to structural portions by reason
of Tenant's negligent acts of omission to act, Landlord may add the cost of such
repairs to rent which shall thereafter become due. The Roof is structural and
therefore part of Landlord responsibility

7.2  MAINTENANCE BY LANDLORD

     If Tenant refuses or neglects to repair property as required hereunder and
to the reasonable satisfaction of Landlord as soon as reasonably possible after
written demand, or if Landlord is required to make repairs otherwise required
of tenant under this Lease, Landlord may make such repairs without liability to
Tenant for any loss or damage that may accrue to Tenant's business by reason
thereof, and upon completion thereof, Tenant shall pay Landlord's costs for
making such repairs, plus twenty percent (20%) of overhead, upon presentation of
bill therefore, as additional rent.

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7.3  SURRENDER OF PREMISE

     At the expiration of the tenancy hereby created, Tenant shall surrender the
leased premises in the same condition as the leased premises were in upon
delivery of possession thereto under this lease, reasonable wear and tear
excepted, and shall surrender all keys for the leased premises to Landlord of
all combinations on locks and safes, if any, in the leased premises. Tenant
shall remove all its personal property, and trade fixtures before surrendering
the premises as aforesaid, and shall repair any damage to the leased premises
caused thereby. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of the term of this lease. If the
Tenant fails to remove such alterations, decorations, additions and improvements
and restore the leased premises, then upon the expiration of this lease, or any
renewal thereof, and upon the Tenant's removal from the premises, all such
alterations, decorations, additions and improvements shall become the property
of the Landlord.

7.4  RULES AND REGULATIONS

     The rules and regulations appended to this lease, as Exhibit A, are hereby
made a part of this lease, and Tenant agrees to comply with the observe the
same. Tenant's failure to keep and observe said rules and regulations shall
constitute a breach of the terms of this lease in the manner as if the same were
contained herein as covenants, Landlord reserves the right, from time to time,
to reasonably amend or supplement said rules and regulations and to adopt and
promulgate additional reasonable rules and regulations applicable to leased
premises and Shopping Center. Notice of such additional rules and regulations,
and amendments and supplements, if any, shall be given to. Tenant, and Tenant
agrees thereupon to comply with and observe all such rules and regulations, and
amendments thereto and supplements thereof, provided the same shall apply
uniformly to all Tenants of the Shopping Center.

7.5  NOTICE BY TENANT

     Tenant shall give immediate notice to Landlord in case of fire, damage,
repairs needed to, or accidents in the leased premises or in the building of
which the premises are a part, of defects therein, or in any fixtures of
equipment.

7.6  COST OF MAINTENANCE OF COMMON AREAS

     (a) In each lease year, Tenant will pay to Landlord, in addition to the
rentals specified in Section 2 hereof, as further additional rent, subject to
the limitation hereinafter set forth, a proportion of the Shopping Center's
operating costs, hereinafter defined, based upon the ratio of the square feet of
the leased premises to the total square feet of all the building space leasable
in the Shopping Center, except that for the purpose of this computation each two
(2) square feet of basement or second floor space shall be counted as one square
foot.

     (b) For the purpose of this Paragraph 7.6, the Shopping Center's Operating
cost means the total cost and expense incurred in operating and maintaining the
common facilities, herein defined actually used or available for use by Tenant
and the employees, agents, servants, customers and other invitees of Tenant,
excluding only items of expense commonly known and designated as carrying
charges, but specifically including, without limitation, gardening and
landscaping, the cost of all Landlord's insurance including but not limited to
bodily injury, public liability, property damage liability, automobile
insurance, sign insurance any other insurance carried by Landlord for the common
areas in limits selected by Landlord, hearing ventilating and air conditioning
of the enclosed mall, if any, rental of signs, and equipment, real estate taxes
and assessments, repairs, line painting, lighting, sanitary control, removal of
snow, trash, rubbish, garbage and other refuse, depreciation on machinery and
equipment used in such maintenance, the cost of personnel to implement such
services, to direct parking, and to police the


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<PAGE>



common facilities and 10% off all the foregoing costs (excluding real estate
taxes and assessments) to cover the Landlord's administrative and overhead
costs. "Common facilities" means all areas, space, equipment and special
services provided by Landlord for the common or joint use and benefit of the
occupants of the Shopping Center, their employees, agents, servants, customers
and other invitees, including without limitation, parking areas, access roads,
driveways, retailing walls, landscaped areas, truck serviceways or tunnels,
loading docks, pedestrian mall, courts, stairs, ramps and sidewalks, comfort and
first aid stations, washrooms and parcel pick up stations, and community hall
or auditorium, if any, and including any such area as may be added to the
Shopping Center by its expansion. Tenant reserves the right to audit books of
landlord to verify costs.

     (c) The additional rent provided to be paid in this Paragraph shall be.
computed monthly during the calendar year on such dates as may be designated by
the Landlord and shall be payable during each lease year. The total monthly cost
shall be divided by the total square feet of the Shopping Center and the square
foot rate multiplied by the total square feet of the leased premises.

     (d) Changes in any particular floor area occurring during any quarterly
period shall be effective on the first day of the next succeeding quarterly
period, and the amount of any floor area in effect for the whole of any
quarterly period shall be the average of the total amounts in effect on the
first day of each calendar month in such quarterly period.


SECTION 8. ACCESS BY LANDLORD

8.1  RIGHT OF ENTRY

     Landlord or Landlord's agents shall have the right to enter the leased
premises at all times to examine the same, and to show them prospective
purchasers or lessees of the building, and to make such repairs, alterations,
improvements or additions as Landlord may deem necessary or desirable, and
Landlord shall be allowed to take all material into and upon said premises that
may be required therefor without the same constituting and eviction of Tenant in
whole or in part and the rent reserved shall in no wise abate while said
repairs, alterations, improvements, or additions are being made, by reason of
loss or interruption of business of Tenant, or otherwise.

[ text deleted ]

Landlord may exhibit the premises to prospective tenants or purchasers.

[ text deleted ]

Nothing herein contained, however, shall be deemed or construed to impose upon
Landlord any obligation, responsibility or liability whatsoever, for the care,
maintenance or repair of the building, or any part thereof, except as otherwise
herein specifically provided. Landlord shall have the right to place, maintain
and repair all utility equipment of any kind in, upon and under the demised
premises as may be necessary for the servicing of the demised premises and other
portions of the Shopping Center. Landlord shall not enforce its rights under
this section in any manner as to reasonably interferes with the tenants use and
enjoyment of the leased premises.

8.2  EXCAVATION

     If an excavation shall be made upon land adjacent to the leased premises,
or shall be authorized to be made, Tenant shall afford to the person causing or
authorized to cause excavation, license to enter upon



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<PAGE>



     The leased premises for the purpose of doing such work as Landlord shall
reasonably deem necessary to preserve the wall or the building of which the
leased premises form a part from injury or damage and to support the same by
proper foundation, without any claim for damages or indemnification against
Landlord or diminution or abatement of rent. Provided that if Tenant should
determine in its reasonable business judgement that such entrance upon or into
the leased premises makes it impracticable for Tenant to operate the store, then
the rent shall abate, for that period of such intrusion.


SECTION 9. TENANT'S PROPERTY

9.1  LOSS AND DAMAGE

     Landlord shall not be liable for any damage to property of Tenant or of
others located on the leased premises, not the loss of or damage to any property
of Tenant or of others by theft or otherwise. Tenant hereby waives any and all
claims against Landlord or Landlord's agents or employees for any loss of, or
damage to, personal property, or for any injury sustained in, or about, or in
connection with, the use or condition of the leased premises. Landlord shall not
be liable for any latent defect in the leased premises or in the building of
which they form a part, except for a period of one (1) year from the date Tenant
takes possession of the leased premises. All property of Tenant kept or stored
on the leased premises shall be so kept or stored at the risk of Tenant only,
and Tenant shall hold Landlord harmless from any claims arising out of damage to
the same, including subrogation claims by Tenant's insurance carrier.


SECTION 10. ADVERTISING, MERCHANTS ASSOCIATION

10.1 NAME IN ADVERTISING

     Tenant and Tenant's employees and agents shall not solicit business in the
parking or other common areas, nor shall Tenant distribute any handbills or
other advertising matter in automobiles parked in the parking area or in other
common areas.

10.2 MERCHANTS' ASSOCIATION

     Tenant shall promptly become a member of and during the entire term of this
lease, participate fully in, and remain in good standing in the Merchants'
Association limited to tenants occupying premises in the Shopping Center and
adjoining stores and abide by the regulations of such association. Each member
tenant shall have one vote and the Landlord shall also have one vote in the
operation of said association. The objects of such association shall be to
encourage its members to deal fairly and courteously with their customers, to
sell their merchandise or services at fair prices, to follow ethical business
practices, to assist the business of the tenants by sales promotions and
center-wide advertising, and in particular, to help the interests of members of
the said association, The tenant agrees to pay dues to the Merchants'
Association in the amount of 11 cents per square foot per year of the total
area of the leased premises. Said amounts shall be collectible by the Merchants'
Association or by Landlord as additional rent hereunder and shall be payable in
each year of the term in twelve (12) equal monthly installments at the times and
places and in the same manner as fixed minimum rent is payable hereunder. In any
event, the continuing monthly contributions to the Association will be adjusted
annually by a percentage equal to the percentage increase from the base period
of the United States Department of Labor, Bureau


                                       12


<PAGE>



of Labor Statistics Cost of Living Index, provided that J Index has increased by
at least ten percent (10%) or more from the base period. The term "Base period"
shall refer to the date of which said Index is published, which. is closest to
the date of the formation of the Merchant's Association.

          (1) The Tenant agrees to advertise in special Merchants' Association
     newspaper sections or advertisements and agrees to cooperate in the
     Merchants' Association special sales and promotions; subject to tenant's
     approval of the cost thereof at Tenant's sole discretion.


SECTION 11.  INSURANCE INDEMNIFY

11.1 LIABILITY INSURANCE

     Tenant shall procure and keep in force, at all times, during the term of
the lease and during such other time as lessee occupies the leased premises, at
its expense, insurance as follows:

          (1) Public liability insurance which shall include the Landlord and
     its respective agents and employees among the named insured parties, in
     amounts of not less than five Hundred Thousand Dollars ($500,000) for
     personal injury to any one person; One Million Dollars ($1,000,000) for
     personal injuries arising out of any one accident; and Fifty Thousand
     Dollars ($50,000) property damage.

          (2) Plate glass insurance covering all plate glass at the leased
     premises, naming Landlord as a named insured party. Tenant will carry said
     insurance or be self insured.

          (3) Fire and extended coverage insurance on Tenant's approval
     property, including inventory, trade fixtures, floor covering, furniture
     and other property removable by Tenant.

          (4) Fire and Public Liability Insurance. Tenant shall furnish Landlord
     with certificate, or certificates issued by the insurance carrier
     evidencing the above-mentioned insurance. Such insurance shall be procured
     from a reputable insurance company or companies, and in form satisfactory
     to Landlord. If the nature of Tenant's operation is such as to place any or
     all 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 leased 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
     paragraph, 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.

     Tenant shall, at its own expense exclude from its liability insurance
policy the "Care, Custody and Control Exclusion." The Landlord agrees to carry
insurance against fire and such other risks as are, from time to time, included
in standard extended coverage endorsements, insurable value of the improvements
and betterments installed by the Tenant in the demised premises, whether the
same has been paid for entirely or partially by the Tenant. All of the Tenant's
insurance policies shall name Landlord as an Additional insurer.



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<PAGE>



     It is expressly agreed that Tenant is solely responsible for the
maintenance and replacement of the plate glass display or other windows on its
premises. It is also agreed that Tenant is solely responsible for maintaining
and replacing its personal property located on the premises including inventory,
trade fixtures, floor covering, furniture and other property removable by
Tenant. Tenant shall indemnify and hold harmless Landlord for any damage to
persons or to its plate glass or personal property on the leased premises caused
by fire, vandalism or other casualty of whatever nature and kind.

11.2 INCREASE IN FIRE INSURANCE PREMIUM

     Tenant agrees that it will not keep, use, sell or offer for sale in or upon
the leased premises any article which may be prohibited by the standard form of
fire insurance policy. Tenant agrees to pay any increase in premiums for fire
and extended coverage insurance that may be charged during the term of this
lease on the amount of such insurance which may be carried by Landlord on said
premises or the building of which they are a part, resulting from the type of
merchandise sold by Tenant in the leased premises, whether or not Landlord has
consented to the same. In determining whether increased premiums are the result
of Tenant's use of the leased premises, a schedule, issued by the organization
making the insurance rate, shall be conclusive evidence of the several items
and charges which make up the fire insurance rate of the lease premises.

     In the event Tenant's occupancy causes any increase of premium for the
fire, boiler and/or casualty rates on the leased premises or any part thereof
above the rate of the least hazardous type of occupancy legally permitted in the
leased premises, the Tenant shall pay the additional premium on the fire, boiler
and/or casualty insurance policies by reason thereof. The Tenant also shall pay
in such event, any additional premium on the rent insurance policy that may be
carried by the Landlord for its protection against rent loss through fire. Bills
for such additional premiums shall be rendered by Landlord to Tenant when
rendered, and the amount thereof shall be deemed to be, and be paid as
additional rent.

11.3 INDEMNIFICATION OF LANDLORD

     Tenant will hold and save Landlord harmless of and from any and all claims,
or liabilities in connection with any loss of or damage to property, loss of
life or personal injury arising from or out of the occupancy or use of the
leased premises or any part thereof or any other part of the Landlord's property
by Tenant or any licensee, visitor, customer, employees, servants, agents, or
contractor of Tenant occasioned wholly or in part by any act or omission of
Tenant or any of the Tenant's agents or employees, and shall indemnify Landlord
for any loss, damage or expense which may be sustained or incurred by Landlord
except for Landlords negligence, as a result of any of the foregoing, including
legal expenses and reasonable attorney's fees in defending against any such
claim or liability.

11.4  DELETED


SECTION 12. UTILITIES.

12.1 UTILITIES CHARGES

     Tenant shall be solely responsible for and promptly pay all charges for
heat, water, gas electricity or any other utility used or consumed in the leased
premises. Should Landlord elect to supply the water, gas, heat, electricity or
any other utility used or consumed in the leased premises, Tenant agrees to
purchase and pay for the same as additional rent at the applicable rages filed
by the Landlord with the proper regulatory authority. In no event shall Landlord
be liable for an interruption or failure in the supply of any such utilities to
the leased premises.



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<PAGE>



     Should the Landlord elect to install a central heating and/or air
conditioning system and offer to supply either chilled air or water or warm air
or water, Tenant agrees to adopt Landlord's heating and cooling equipment and at
Tenant's expense to connect said equipment to facilities provided by Landlord,
and to pay for such chilled air or water and/or warm air, as metered through
meters installed by the Landlord.. All charges for services provided by Landlord
under this paragraph shall be paid by Tenant within ten (10) days after receipt
of the bill from Landlord


SECTION 13. DESTRUCTION OF LEASED PREMISES

13.1 TOTAL OR PARTIAL DESTRUCTION

     If the leased premises shall be damaged by any casualty insurable under the
Landlord's insurance policy, but are not thereby rendered untenantable in whole
or in part, Landlord shall. upon receipt of the insurance proceeds, REPAIR THE
same and the minimum rent shall not be abated. If by reason of such occurrence,
the premises shall be rendered untenantable only in part, Landlord shall, out of
the insurance proceeds cause the damage to be repaired, and the fixed minimum
rent, meanwhile, shall be abated proportionately as to the portion of the
premises rendered untenantable. If the premises shall be rendered wholly
untenantable, If determined by municipal authority, Landlord may, at its
election, terminate this lease and the tenancy hereby created, by giving to
Tenant within the ninety (90) days following the date of said occurrence,
written notice of Landlord's election to do so and in event of such termination,
rent shall be adjusted as of such date. Nothing in this Section shall be
construed to permit the abatement in whole or in part of the percentage rent,
but for the purpose of Paragraph 2.2 hereof, the computation of percentage rent
shall be based upon the revised minimum rent as the same may be abated pursuant
to this Paragraph 13.1.

13.2 PARTIAL DESTRUCTION OF SHOPPING CENTER

     In the event that fifty (50) percent or more of the rentable area of the
Shopping Center shall be damaged or destroyed by fire or other cause,
notwithstanding that the leased premises may be unaffected by such fire or,
other cause, Landlord or Tenant may terminate this lease and the tenancy hereby
created by giving to Tenant or Landlord five (5) days prior written notice of
Landlord's election to do so, which notice shall be given, if at all, within the
90 days following the date of said occurrence, rent shall be adjusted as of the
date of said termination.

     In the event Landlord elects to repair the damage insurable under
Landlord's policies, any abatement of rent shall end five (5) days after notice
by Landlord to Tenant that the demised premises have been repaired. Unless this
lease is terminated by Landlord, Tenant shall, at its cost, repair and
re-fixture the interior of the demised premises in a manner and to at lease
condition equal to that existing prior to its destruction or casualty, and the
proceed of all insurance carried by Tenant on its property and improvements
shall be held in trust by Tenant for the purpose of said repair and replacement.

     In no event shall Landlord be liable for interruption to business of Tenant
or for damage to or replacement or repair of Tenant's personal property,
including inventory, trade fixtures, floor coverings, furniture and other
property removable by Tenant under the provisions of this lease.


SECTION 14. OFFSET STATEMENT, ATTORNMENT SUBORDINATION

14.1 OFFSET STATEMENT

     Within ten (10) days after request therefore by Landlord, or in the event
that upon any sale, assignment or hypothecation of the leased premises and/or
the land thereunder by Landlord, an offset statement shall be required from
Tenant; Tenant agrees to delivery in recordable form, a certificate to any



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<PAGE>



proposed mortgages or purchaser, or to Landlord, certifying if such be the case)
that this lease is in full force and effect and that there are no defenses or
offsets thereto, or stating those claimed by Tenant.

14.2 ATTORNMENT

     Tenant shall, in the event any proceedings are brought for the foreclosure
of, or in the event of exercise of the power of sale under any mortgage made by
the Landlord covering the leased premises, attorn to the purchaser, upon any
such foreclosure or sale, and recognize such purchaser as the Landlord under
this lease.

14.3 SUBORDINATION

     Tenant does subordiante its rights hereunder to the lien of any mortgage
or mortgages, or the lien resulting from any other method of financing or
refinancing, now or hereafter in force against the land and/or buildings of
which the leased premises are a part or against any buildings hereafter placed
upon the land of which the leased premises are a part, and to all advances made
or hereafter to be made upon the security thereof. Landlord agrees to provide
tenant with non-disturbance agreements where required by tenant to protect
tenants continuing operation in the center.

14.4 ATTORNEY-IN-FACT

     The Tenant, upon request of any party in interest, shall execute promptly
such instruments or certificates to carry out the intent of Sections 14.2 and
14.3 above as shall be requested by the Landlord. If fifteen (15) days after the
date of a written request by Landlord to execute such instruments, the Tenant
shall not have executed the same, the Landlord may at its option, execute the
same as attorney-in-fact for tenant or cancel this lease without incurring any
liability on account thereof, and the term hereby granted is expressly limited
accordingly.


SECTION 15. ASSIGNMENT AND SUBLETTING


15.1 CONSENT REQUIRED

     Tenant will not, except to a parent or subsidiary corporation or to
Marine-Midland, assign mortgage or encumber this lease in whole or in part, nor
sublet all or any part of the leased premises, without the prior written consent
of Landlord in each instance. The consent by Landlord to any assignment or
subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. This prohibition against any assigning
or subletting shall be construed to include a prohibition against any assignment
or subletting by operation of law. If this lease be assigned, or if the leased
premises or any part thereof be underlet or occupied by any body other than the
Tenant, Landlord may collect from assignee, under tenant or occupant, and apply
the net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, under-tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant shall remain fully liable on this lease and shall not be released
from performing any of the term covenants. and conditions of this lease. Any
attempt of assignment or sublease without, Landlord's written approval, which
consent shall not unreasonable be withheld, as defined in this paragraph shall
constitute a breach of this lease by Tenant and Lessor shall have at its option
the right to terminate this lease immediately.

SECTION 16. WASTE, GOVERNMENT REGULATIONS

16.1 WASTE OR NUISANCE

     Tenant shall not commit or suffer to be committed any waste upon the leased
premises or any nuisance or other act or thing which may disturb the quiet
enjoyment of any other tenant in the building in which the leased

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<PAGE>



premises may be located, in the Shopping Center, or who may disturb the quiet
enjoyment of any person within five hundred feet of the boundaries of the
Shopping Center.

16.2 GOVERNMENTAL REGULATIONS

Tenant shall, at Tenant's sole cost and expense, comply with all of the
requirement of all county, municipal, state, federal or other applicable
governmental authorities, now in force, or which may hereafter be in force,
pertaining to the Tenant's use of the said premises, and shall faithfully
observe in the use of the premises all municipal and county ordinance and state
and federal statutes now in force, or which may hereafter be in force.

SECTION 17. EMINENT DOMAIN

17.1 TOTAL CONDEMNATION OF LEASED PREMISES

     If the whole of the leased premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then the term of
this lease shall cease and terminate as of the date of title vesting in such
proceeding and all rental shall be paid up to that date and Tenant shall have no
claim against Landlord for the value of any unexpired term of this lease.

17.2 PARTIAL CONDEMNATION OF LEASED PREMISES

     If a taking of any part of the leased premises shall render the leased
premises unsuitable for the business of the Tenant, then the term of this lease
shall cease and terminat as of the date of title vesting in such proceeding.
Tenant shall have no claim against Landlord for the value of any unexpired term
of this lease and rent shall be adjusted to the dat of such termination. In the
event of a partial taking or condemnation which is no extensive enough to render
the premises unsuitable for the business of Tenant, then, as of the date of
title vesting, this lease shall continue in effect, except that the minimum rent
shall be reduced in the same proportion that the floor area of the demised
premises (including basement, if any) taken bears to the original floor area
leased, and Landlord shall, upon receipt of the award in condemnation, make all
necessary repairs or alterations to the building in which the leased premises
are located so as to constitute the portion of the building not taken a complete
architectural unit, without any abatement of rent. But such work shall not
exceed the scope of the work to be done by Landlord in originally constructing
said building, nor shall Landlord, in any event, be required to spend for such
work an amount in excess of the amount received by Landlord as damages for the
part of the demised premises so taken. "Amount received by Landlord" shall mean
that part of the award in condemnation which is free and clear to Landlord of
any collection by mortgagees, for the value of the diminished fee. If more that
thirty percent (25%) of the floor area of the Leased Premises in which the
demised premises are located shall be taken as aforesaid, Landlord or Tenant
may, be written notice to the other, terminate this lease, such termination to
be effective as aforesaid.

17.3 TOTAL CONDEMNATION OF PARKING AREA

     If 75% of the common parking areas in the Shopping Center shall be acquired
or condemned as aforesaid, then the term of this lease shall cease and terminate
as of the date of title vesting such proceeding unless Landlord shall take
immediate steps to provide other parking Facilities substantially equal to the
previously existing ratio between the common parking areas and the leased
premises, and such substantially equal parking facilities shall be provided by
Landlord at its own expense within ninety (90) days from the date of
acquisition. -In the event that Landlord shall provide such other substantially
equal parking facilities, then this lease shall continue in full force and
effect without any reduction or abatement of rent.

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<PAGE>

17.4 PARTIAL CONDEMNATION OF PARKING AREA

     If any of the parking area in the Shopping Center shall be acquired or
condemned as aforesaid, and if, as the result thereof the ratio of square feet
of parking area to square feet of the sales area of the entire Shopping Center
buildings is reduced to a ratio below two and one-tenth to one, then the term of
this lease shall cease and terminate upon the vesting of title in such
proceeding, unless the Landlord shall take immediate steps toward increasing the
parking ratio to a ratio in excess of two to one, in which event this lease
shall be unaffected and remain in full force and effect without any reduction or
abatement of rent. In the event of termination of this lease as aforesaid,
Tenant shall have no claim against Landlord, not the condemning authority for
the value of any unexpired term of this lease and rent shall be adjusted to the
date of said termination.

17.5 LANDLORD'S DAMAGES

     In the event of any condemnation of taking as aforesaid, whether whole or
partial, the Tenant shall not be entitled to any part of the award paid for such
condemnation and Landlord is to receive the full amount of such award, the
Tenant hereby expressly waiving any right or claim to any part thereof.

17.6 TENANT'S DAMAGES

     Although all damages in the event of any condemnation are to belong to the
Landlord whether such damages are awarded as compensation for diminution in
value of the leasedhold or to the fee of the leased premises, Tenant shall have
the right to claim and recover from the condemning authority, but not from
Landlord, such compensation as may be separately awarded or recoverable by
Tenant in Tenant's own right on account of any and all damage to Tenant's
business by reason of the condemnation and for or on account of any cost or loss
to which Tenant might be put in removing Tenant's merchandise, furniture,
fixtures, leasedhold improvements, and equipment.

17.7 CONDEMNATION OF LESS THAN A FEE

     In the event of a condemnation of a leasehold interest in all or a portion
of the leased premises without the condemnation of the fee simple title also,
this lease shall not terminate and such condemnation shall not excuse Tenant in
such event shall be entitled to present or pursue against the condemning
authority its claim for and to receive all compensation or damages sustained by
it by reason of such condemnation, and Landlord's right to recover compensation
or damages shall be limited to compensation for damages, if any, to its
reversionary interest, it being understood, however, that during such time as
Tenant shall be out of possession of the leased premises by reason of such
condemnation, the lease shall not be subject to forfeiture for failure to
observe and perform those covenants not calling for the payment of money. In
the event the condemning authority shall fail to keep the premises in the state
of repair required hereunder, or to perform any other covenant not calling for
the payment of money. Tenant shall have ninety (90) days after the restoration
of possession to it within which to carry out its obligations under such
covenant or covenants. During such time as Tenant shall be out of possession of
the leased premises by reason of such leasehold condemnation, Tenant shall pay
to Landlord, in lieu of the minimum and percentage rents provided for hereunder,
and in addition to any other payment required of Tenant hereunder, an annual
rent equal to the average annual minimum and percentage rents paid by Tenant for
the period from the commencement of the term until the condemning authority
shall take possession, or during the preceding three full calendar years,
whichever period is shorter. At any time after such condemnation proceedings are
commenced Landlord shall have the right, at its option, to require Tenant to
assign to Landlord all compensation and damages payable by the condemnor to
Tenant, to be held without liability for interest thereon as security for the
full performance of Tenant's covenants hereunder, such compensation and damages
received pursuant to said assignment to be applied first the payment of rents,
and all other sums from tune to time payable by Tenant pursuant to the terms of
this lease as such sums, fall due, and the remainder, if any, to be payable to
Tenant, which ever shall first occur, it

                                       18


<PAGE>



being understood and agreed that such assignment shall not relieve Tenant of any
of its obligation under this lease with respect to such rents, and other sums
except as the same shall be actually received by Landlord.

SECTION 18. DEFAULT OF THE TENANT

18.1 RIGHT TO RE-ENTER

     In the event of any failure of Tenant to pay any rental due hereunder
within ten (10) days after same shall be due, or any failure to perform any
other of the terms, conditions or covenants of this lease to be observed or
performed by Tenant for more than thirty (30) days after written notice of such
default shall have been given to Tenant, or if Tenant or any guarantor of this
lease shall become bankrupt of insolvent, or file any debtor proceedings or take
or have taken against Tenant or any guarantor makes an assignment for the
benefit of creditors, or petitions for or enters into an arrangement, or if
Tenant shall abandon said premises, or suffer this lease to be taken under any
writ or execution, them Landlord, besides other rights or remedies it may have,
shall have the immediate right or re-entry any may remove all persons and
property from the leased premises and such property may be removed and stored in
a public warehouse or elsewhere at the cost of, and for the account of, Tenant,
all without service of notice or resort to legal process all of which Tenant
expressly waives, and without being deemed guilty. of trespass, or becoming
liable for any loss or damage which may be occasioned thereby.

     The Lessor shall be entitled to hold lessee liable for the difference
between the monthly minimum rent which would have been payable during the
residue of the original term of this lease continued in force and the net
monthly minimum rent for the residue of the term realized by the Lessor by means
of reletting the leased premises to other parties. The Lessee agrees that in
determining such net monthly minimum rent; there shall be deducted from the
gross rent received by reason of such reletting, a reasonable expense incurred
by the Lessor in recovering possession of the premises. The Lessee agrees that
said reletting may be for the whole of said residue of the leased term or for
portions thereof from time to time, and may be of the whole of said premises or
of portion thereof form time to time as opportunity may offer and as the Lessor
may deem expedient, and in such case the Lessee shall for each period for which
monthly minimum rent shall be payable under such reletting, be liable for the
difference from time to time, between the proportionate part of the monthly
minimum rent as fixed by this lease and the net monthly minimum rent received
for such period of letting. The Lessor agrees to use Lessors best endeavors to
rent the leased premises for the highest rent that can be obtained therefor.


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<PAGE>



     When this lease shall be determined by condition broken, either during the
original term of this lease or any renewal or extension thereof, and also when
and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Tenant to file an
agreement for entering in any competent court an amicable action and judgement
in ejection against tenant and all persons claiming under Tenant for recovery by
Landlord of possession of the herein demised premised, for which this lease
shall be his sufficient warrant, whereupon, if Landlord so desires, a Writ of
Execution or of possession may issue forthwith, without any prior writ or
proceedings whatsoever, and provided that if for any reason after such action
shall have been commenced the same shall be determined and the possession the
premises hereby demised remain in or be restored to Tenant, Landlord shall have
the right, upon any subsequent default or defaults, or upon the termination of
this lease as hereinbefore set forth, to bring one more amicable action or
actions hereinbefore set forth in recover possession of the said premises.

     The right to enter judgment against Tenant and to enforce all of the other
provisions of this lease hereinabove provided for may, at the option of any
assignee of this lease, be exercised by any assignee of the Landlord's right,
title and interest in this lease in his, her or their own name, notwithstanding
the fact that any or all assignments of the said right, title and interest may
not be executed and/or witnessed in accordance with the Act of Assembly of May
28, 1715, 1 Sm L 99, and all supplements and amendments thereto that have been
or may hereafter be passed and Tenant hereby expressly waives the requirement of
said Act of Assembly and any and all laws regulating the manner and/or form in
which said assignments shall be executed and witnessed.

     All of the remedies hereinbefore given to Landlord and all rights and
remedies given to it by law equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Landlord of any of its remedies or actions against the Tenants for rent
due at the time or which, under the terms hereof, would in the future become due
as if there has been no determination, or for the sum due at the time, or which,
under the terms hereof, would in the future become due as if there had been no
determination, nor shall the bringing of any action for rent or breach of
covenant, or the resort to any other remedy herein provided for the recovery of
rent be construed as a waiver of the right to obtain possession of the premises.

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NOTICE & OPPORTUNITY

Anything to the contrary herein notwithstanding, Landlord may not exercise any
default rights unless it shall first have given tenant written notice of default
and tenant shall have failed to cure same within ten (10) days after receipt of
such notice in the case of non-payment of rent, and within thirty (30) days
after receipt of notice in case of other defaults.

18.2 RIGHT TO RELET

     Should Landlord elect to re-enter, as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, it may either terminate this lease or it may, from time to time without
terminating this lease, make such alteration and repairs as may be necessary in
order to relet the premises, and relet said premises or any part thereof for
such term or terms (which may be for a term extending beyond the term of this
lease) and at such rental or rentals and upon such other terms and conditions as
Landlord in its sole discretion may deem advisable; upon each such reletting all
rentals received by Landlord for such reletting shall be applied first to the
payment of rent due and unpaid hereunder from Tenant to Landlord; second, the
payment of any costs and expenses of such reletting, including brokerage fees
and attorney's fees and of costs of such alterations and repairs; third, to the
payment or rent due and unpaid hereunder, and the residue, if any, shall be held
by Land lord and applied in payment of future rent as the same may become due
and payable hereunder. If such rentals received from such reletting during any
month be LESS than that to be paid during that month by Tenant hereunder, Tenant
shall pay any such deficiency to Landlord. Such Deficiency shall be calculated
and paid monthly. No such re-entry or taking possession of said premises by
Landlord shall be construed as an election on its part to terminate this lease
unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such reletting without termination, Landlord may, at any
time thereafter, elect to terminate this lease for such previous breach. Should
Landlord, at any time terminate this lease for any breach, in addition to any
other remedies at may have, it may recover from Tenant all damages it may incur
by reason of such breach, including the cost of recovering the leased premises,*
-reasonable attorney's fees, and including the worth at the time of such
termination of the amount of rent and charges equivalent to rent reserved in
this lease for the remainder of the stated term, all of which amounts shall be
immediately due and payable from Tenant to Landlord. In determining the rent
which would be payable by Tenant hereunder, subsequent to default, the annual
rent for each year of the unexpired term shall be equal to the average annual
minimum percentage and additional rents paid by Tenant from the commencement of
the term to the time of default, or during the preceding three full calendar
years, whichever period is shorter.

18.3 LEGAL EXPENSES

     In case suit shall be brought for recovery of possession of the leased
premises, for the recovery of rent or any other amount due under the provisions
of this lease, or because of the breach of any other covenant herein contained
on the part of Tenant to be kept or performed, and a breach shall be
established, Tenant shall pay to Landlord all expenses incurred therefore,
including a reasonable attorney's fee.

18.4 WAIVER OF JURY TRIAL COUNTERCLAIMS

     The parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the leased premises, and/or any claim of injury or damage. In
the event Landlord commences any proceedings for non-payment of rent, minimum
rent, percentage rent or additional rent, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceedings. This



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shall not, however, be construed as a waiver of the Tenant right to assert such
claims in any separate action or actions brought by the Tenant. The rights and
remedies given to Landlord in this lease are distinct, separate and cumulative
remedies, and the exercise of any of them shall not be deemed to exclude
Landlord's right to exercise any or all of the others. Tenant expressly waives
any right of defense which it may have to claim a merger and neither the
commencement of any action or proceeding not the settlement thereof or entering
of judgement therein shall bar Landlord from bringing subsequent actions or
proceedings from time to time. This paragraph shall apply to any renewal or
extension of this lease; and if Tenant shall default hereunder prior to the date
fixed as the commencement renewal or extension of this lease, Landlord may
cancel such renewal or extension agreement by five (5) days written notice to
Tenant.

18.5 WAIVER OF RIGHTS TO REDEMPTION

     Tenant hereby expressly waives any and all rights of redemption granted by
or under any present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of
the leased premises by reason of the violation by Tenant of any of the covenants
or conditions of this lease, or otherwise.

SECTION 19 HOLDING OVER, SUCCESSORS

19.1 HOLDING OVER

     Any holding over after the expiration of the term hereof, with the consent
of the Landlord, shall be construed to be a tenancy from month to month at the
rents herein specified (pro-rated on a monthly basis) and shall otherwise be on
the terms and conditions herein specified, so far as applicable.

19.2 SUCCESSORS

     All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several respective heirs, executors,
administrators, successors, and assigns of the said parties; and if there
shall be more than one tenant, they shall all be bound jointly and severally by
the terms, covenants and agreements herein. No rights, however, shall inure to
be benefit of any assignee of the Tenant unless the assignment to such assignee
has been approved by Landlord in writing as provided in Section 15 hereof.

SECTION 20. QUIET ENJOYMENT

20.1 QUIET ENJOYMENT

     Upon payment by the tenant of the rents herein provided, and upon the
observance and performance of all the covenants, terms and conditions on
Tenant's part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the leased premises for the term hereby demised with out
hinderance or interruption by Landlord or any other person or persons lawfully
or equitable claiming by, through or under the Landlord, subject nevertheless,
to the terms and conditions of this lease to any mortgage, ground lease or
agreements to which this lease is subordinated.

SECTION 21. MISCELLANEOUS

21.1 WAIVER

     The waiver by Landlord of any breach of any provision rule or regulation,
or the failure to exercise any option herein contained shall not be deemed to be
a waiver of such provision, rule or regulation or option or any subsequent
breach of the same or any other provision, rule or regulation or option herein
contained. The subsequent acceptance of rent hereunder by Landlord shall not be
deemed to be a waiver of any proceeding breach by Tenant of any provision, rule
or regulation or option of this lease, other than the failure of Tenant to pay
the particular rental so accepted regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such

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rent. No provision, ruled regulation or option of this j e shall be deemed to
have been waived by Landlord, unless such waiver be in writing by Landlord.

21.2 ACCORD AND SATISFACTION

     No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest rent then unpaid, nor shall any endorsement or statement or any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy herein provided.

21.3 ENTIRE AGREEMENT

     This lease and the Exhibits, and Rider, if any attached hereto and forming
a part hereof, set forth all the covenants, promises, agreements, conditions and
understanding between Landlord and Tenant concerning the leased premises and
there are no covenants promises, agreements, conditions or understandings,
either oral or written between them other than are herein set forth. Any prior
conversations or writings are merged herein and extinguished. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to
this lease shall be binding upon Landlord or Tenant unless reduced to a writing
and signed by them. If any provision contained in a rider or addenda is
inconsistent with the printed provision of this lease, the provision contained
in said rider addenda shall supersede said printed provision. It is herewith
agreed that this lease contains no restrictive covenants or exclusives in favor
of Tenant. Should the Tenant at any time during the term of this lease claim
rights under a restrictive covenant, exclusive failure of continued occupancy or
inducement, whether implied or otherwise, the Tenant herewith specifically
waives any such claim with respect to department stores regional or national
chains, kiosks in the mall, in addition to other merchants with whom leases had
been signed prior to the date of the signing of this lease by both Tenant and
Landlord.

21.4 NO PARTNERSHIP

     Landlord does not, in any way or for any purpose, become a partner of
Tenant in the conduct of its business, or otherwise, or joint adventurer or a
member of a joint enterprise with Tenant. The provisions of this lease relating
to the percentage rent payable hereunder are included solely for the purpose of
providing a method whereby the rent is to be measured and ascertained.

21.5 FORCE MAJEURE

     In the event that Landlord shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of strikes,
lock-outs, labor troubles, inability to procure materials, failure of power
restrictive governmental laws or regulations, riots, insurrection, war or other
reasons of a like nature not the fault of the Landlord, then performance of such
act shall be excused for the period of the delay. The provisions of this Section
21.5 shall not operate to excuse Tenant from prompt payment of rent, percentage
rent, additional rent or any other payments required by the terms of this lease.

21.6 NOTICES

     Any notice demand, request or other instrument which may be or are required
to be given under this lease shall be delivered in person or sent by United
States Certified Mail, postage prepaid and shall be addressed (a) if to
Landlord, at the address first hereinabove given or at such other address as
Landlord may designate by written notice and (b) if to Tenant, at Real Estate
Dept., 1500 Market Street, Phila., PA 19101 or to such other address as Tenant
shall designate by written notice.


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21.7 CAPTIONS AND SECTION NUMBERS

     The captions, section number, sub-section numbers and index appearing in
this lease are inserted only as a matter of convenience and in no way define,
limit, construe, or describe the scope or intent of such sections or articles of
this lease nor in any way affect this lease.

21.8 TENANT DEFINED

     The word "Tenant" shall be deemed and taken to mean each and EVERY person
or party mentioned as a Tenant herein, be the same one or more; and if there
shall be more than one Tenant, any notice required or permitted by the terms of
this lease may be given by or to anyone thereof and shall have the same force
and effect as if given by or to all thereof. The use of the neuter, singular
pronoun to refer to Landlord or Tenant shall be deemed a proper reference even
though Landlord or Tenant may be an individual, a partnership, a corporation, or
a group of two or more individuals or corporations. The necessary grammatical
changes required to make the provisions of this lease apply in the plural sense
where there is more than one Landlord or Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall, in all
instances be assumed as through in each case fully expressed.

21.9  DELETED

21.10 PARTIALLY INVALIDITY

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

21.11 NO OPTION

     The submission of this lease for examination does not constitute
reservation of or option for the leased premises and this leases becomes
effective as a lease only upon execution and delivery thereof by Landlord or
Tenant.

21.12 RECORDING

     Tenant shall not record this lease without the written consent of Landlord,
however, upon the request of either party thereto, the other party shall join in
the execution of a memorandum or so-called "short form" of this lease for the
purposes of recordation. Said memorandum or short form of this lease shall
describe the parties, the leased premises and the term of this lease and shall
in corporate this lease by reference.



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     IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this lease
as of the day and year first above written.


                                    PROGRESS INVESTMENT ASSOCIATES, INC.


   /s/                              By     /s/                           (SEAL)
--------------------------------        -------------------------------
Attest:                                                        Landlord

                                    THE FIRST PENNSYLVANIA BANK, N.A.


   /s/                              By     /s/                           (SEAL)
--------------------------------        -------------------------------
Attest:                                                          Tenant




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