Exhibit 10.1(a)



CERTIFIED MAIL
RETURN RECEIPT REQUESTED


February 3, 1999


Emanual - Ruth Investment Corporation

c/o Property Management Group

311 S. 13th Street Philadelphia, PA 19107


      Re:   Lease Agreement dated July 21,1980 between Emanual-Ruth
            Investment Corporation, as Landlord and First Union
            National Bank, as Tenant

            Premises: First Union National Bank
            2836 West Girard Avenue
            Philadelphia, PA


Gentlemen:


Please be advised that Insignia/ESG is the exclusive real estate representative
for First Union National Bank in Pennsylvania.


Pursuant to Paragraph 1 of the Amendment To Lease dated April 30, 1997 for the
above referenced Lease Agreement, First Union hereby exercises its option to
extend the term of the lease for an additional two-year period.



The extension term shall commence on May 1, 1999 and shall expire on April 30,
2001. Monthly rental during the extension term shall be $1,375.00.





<PAGE>




Emanual - Ruth Investment Corporation
February 3, 1999
Page 2 of 2



This notice to extend was previously forwarded to you at the address provided
for in the lease and was deemed undeliverable. A copy of the letter is attached
for your reference.


Please contact me with any questions or comments regarding the above.



Sincerely,



/s/ Robert E. Zwengler

Robert E. Zwengler
Senior Director



cc: Glenn Blumenthal



<PAGE>


CERTIFIED MAIL
RETURN RECEIPT REQUESTED


October 30, 1998

Emanual - Ruth Investment Corporation
121 C. Benson Manor
Washington Lane & Township Line Rd.
Jenkintown, PA 19046


Re:   First Union National Bank
      2836 West Girard Avenue
      Philadelphia, PA
      Lease: 7121/80


Gentlemen:


     Please be advised that Insignia/ESG is the exclusive real estate
representative for First Union National Bank in Pennsylvania.


     In accordance with the amendment dated April 30, 1997 to the above lease
for the First Union Girard branch office, First Union hereby exercises its
option to extend the term of the lease for an additional two-year period.


     The extension term shall commence on May 1, 1999 and shall expire on April
30, 2001. Monthly rental during the term shall be $1,375.00. Thank you.



Sincerely,


/s/  Robert E. Zwengler

Robert E. Zwengler
Senior Director



cc:   Glenn Blumenthal



<PAGE>



                            LEASE AGREEMENT


      This Agreement, made this 21st day of July one thousand nine hundred and
eighty (1980), by and between Emanual-Ruth Investment Corporation (hereinafter
called Lessor), of the one part, and Fidelity Bank (hereinafter called Lessee),
of the other part.

      WITNESSETH THAT: Lessor does hereby demise and let unto Lessee all that
certain building known as 2836 W. Girard Avenue, in the city of Philadelphia,
State of Pennsylvania, to be used and occupied as a branch bank office for the
term of eighty years beginning the first day of May one thousand nine hundred
and eighty-two (1982), and ending the 30th day of April, one thousand nine
hundred and ninety (1990), for the minimum monthly rental of Four hundred and
Fifty (Dollars) ($450.00), lawful money of the United States of America payable
in monthly installments in advance in sums of Four Hundred and Fifty ($450.00)
dollars during the first three years of said lease Dollars ($____________) on
the 1st day of each month, rent to begin from the 1st day of May, 1982, the
first installment to be paid at the time of signing this lease. Beginning on May
1, 1985, the monthly rental shall be Five Hundred and Fifty $550.00) Dollars
until April 20, 1958. On May 1, 1988, the rental shall be Six Hundred and Fifty
($650.00) Dollars per month until the termination of this lease on April 30,
1996.


      If Lessor is unable to give Lessee possessions of the demised premises, as
herein provided, by reason of the holding over of a previous occupant, or by
reason of any cause beyond the control of the Lessor, the Lessor shall not be
liable in damages to the Lessee therefor, and during the period that the Lessor
is unable to give possession, all rights and remedies of both parties hereunder
shall be suspended.

      (a) Lessee agrees to pay as rent in addition to the minimum rental sums
which may become due by reason of the failure of Lessee to comply with all the
covenants of this lease and pay any and all damages, costs and expenses which
the Lessor may suffer or incur by reason of any default of the Lessee or failure
on his part to comply with the covenants of this lease, and each of the lands
also any and all damages of the demised premises caused by any act or neglect of
the Lessee.

      (b) Lessee further agrees to pay as rent in addition to the minimum rental
herein reserved all taxes assessed or imposed upon the demised premises and/or
the building of which the demised premises is a part during the term of this
lease, in exceeds of and over and above 788.58. The amount due hereunder on
account of such taxes shall be apportioned for that part of the first and last
calendar years covered by the term hereof. The same shall be paid by Lessee to
Lessor on or before the first day of ______ of each and every year.

      (c) Lessee further agrees to pay to lessor as additional rent all increase
or increases in fire insurance premiums upon the demised premises and/or the
building of which the demised premises is a part, due to an increase in the rate
of fire insurance in excess of the rate on the demised premises at the time of
making this lease. If said increase is caused by any act or neglect of the
Lessee or the nature of the Lessee's business.

     (d) Lessee further agrees to pay as additional rent, if there is a metered
water connection to the said premises, all charges for water consumed upon the
demised premises in excess of the yearly minimum meter charge and all charges
for repairs to the said meter or meters on the premises, whether such repairs
are made necessary by ordinary wear and tear, freezing, hot water, accident or
other cases, immediately when the same become due.

      (e) Lessee further agrees to pay as additional rent, if there is a metered
water connection to said premises, all sewer rental or charges for use of
sewers, sewage system, and sewage treatment works servicing the demised premises
in excess of the yearly minimum of each sewer charges, immediately when the same
become due.

      All rents shall be payable without prior notice or demand at the
office of Lessor in c/o E.G. Weiss, Esq., 106 S. 16th Street, Phila.,
Pa. 19102 or at such other place as Lessor may from time to time
designate by notice in writing.

      Lessee covenants and agrees that he will without demand

      (a) Pay the rent and all other charges herein reserved as rent on the days
and times and at the place that the same are made payable, without fail, and if
Lessor shall at any time or times accept said rent or rent charges after the
same shall have become due and payable, such acceptance shall not excuse delay
upon subsequent occasions, or constitute or be construed as a waiver of any of
Lessor's rights. Lessee agrees that any charge or payment herein reserved,
included or agreed to be treated or collected as rent and/or any other charges
or taxes, expenses, or costs herein agreed to be paid by the Lessee may be
proceeded for and recovered by the Lessor by distraint or other process in the
same manner as rent due and in arrears.

     (b) Keep the demised premises clean and free from all ashes, dirt and other
refuse matter: replace all glass windows, doors, etc., broken: keep all waste
and drain pipes open: repair all damage to plumbing and to the premises in
general: keep the same in good order and repair as they now are, reasonable wear
and tear and damage by accidental fire or other casualty not occurring through
negligence of Lessee or those employed by or acting for Lessee alone excepted.
The Lessee agrees to surrender the demised premises in the same condition in
which Lessee has herein agreed to keep the same during the continuance of this
lease.

     (c) Comply with any requirements or any of the constituted public
authorities, and with the terms of any State or Federal statute or local
ordinance or regulation applicable to Lessee or his use of the demised premises,
and save Lessor harmless from penalties, fines, costs or damages resulting from
failure to do so.

     (d) Use every reasonable precaution against fire.

     (e) [TEXT INTENTIONALLY OMITTED]

     (f) Peaceably deliver up and surrender possession of the demised premises
to the Lessor at the expiration or sooner termination of this lease, promptly
delivering to Lessor at his office all keys for the demised premises.

     (g) Give to Lessor prompt written notice of any accident, fire, or damage
occurring on or to the demised premises.

     (h) Lessee: [TEXT OMITTED] shall keep the pavement free from snow and ice:
and shall be and hereby agrees that Lessee is solely liable for any accidents,
due or alleged to be due [TEXT OMITTED] or to any accumulations of snow and ice.

     (i) The Lessee agrees that if, with the permission in writing of Lessor,
Lessee shall vacate or decide at any time during the term of this lease, or any
renewal thereof, to vacate the herein demised premises prior to the expiration
of this lease, or any renewal hereof. Lessee will not cause or allow any other
agent to represent Lessee in any sub-letting or reletting of the demised
premises other than an agent approved by the Lessor and that should Lessee do so
or attempt to do so, the Lessor may remove any signs that may be placed on or
about the demised premises by such other agent without any liability to Lessor
or to said agent, the lessee assuming all responsibility for such action.

      Lessee covenants and agrees that he will do none of the following things
without the consent in writing of Lessor first had and obtained:

     (a) Occupy the demised premises in any other manner or for any other
purpose than as above set forth.

     (b) Assign, mortgage or pledge this lease or under let or sub-lease the
demised premises, or any part thereof, or permit any other person, firm or
corporation occupy the demised premises, or any part thereof: nor shall any
assignee or sub-lessee assign, mortgage or pledge this lease or such sub-lease,
without an additional written consent by the Lessor, and without such consent no
such assignment, mortgage or pledge shall be valid. If the Lessee becomes
embarrassed or insolvent, or makes an assignment for the benefit of creditors,
or if a petition in bankruptcy is filed by or against the Lessee or a bill in
equity or other proceeding for the appointment of a receiver for the Lessee is
filed or if the real or personal property of the Lessee shall be sold or levied
upon by any Sheriff, Marshall or Constable, the same shall be a violation

     (c) [TEXT INTENTIONALLY OMITTED]

     (d) Make any alterations, improvements or additions to the demised
premises. All alterations, improvements, additions or fixtures, whether
installed before or after the execution of this lease, shall remain upon the
premises as the expiration or sooner determination of this lease and become the
property of Lessor, unless Lessor shall, prior to the determination of this
lease, have given written notice to Lessee to order and condition in which event
Lessee will remove such alterations, improvements and additions and restore the
premises to the same good order and condition in which they now are. Should
Lessee fail so to do, Lessor may do so collecting at Lessor's option, the cost
and expense thereof from Lessee as additional rent except as set forth in Rider
#29.

     (e) Use or operate any machinery that, in Lessor's opinion, is harmful to
the building or disturbing to other tenants occupying other parts thereof.

     (f) Place any weights in any portion of the demised premises beyond the
safe carrying capacity of the structure.

     (g) Do or suffer to be done, any act, manner or thing objectionable to the
fire insurance companies whereby the fire insurance or any other insurance now
in force or hereafter to be placed on the demised premises, or any part thereof,
or on the building of which the demised premises may be a part, shall become
void or suspended, or whereby the same shall be rated as a more hazardous risk
than at the date of explosive matter of any kind in and about the demised
premises. In case of a breach of this covenant (in addition to all other
remedies given to Lessor in case of the breach of any of the conditions or
covenants of this lease) Lessee agrees to pay to Lessor as additional rent any
and all increase or increases of premiums insurance carried by Lessor on the
demised premises, or any part thereof, or on the building of which the demised
premises may be a part, caused in any way by the occupancy of Lessee.

     (h) [TEXT INTENTIONALLY OMITTED]

     (i) Vacate or desert said premises during the term of this lease, or permit
the same to be empty and unoccupied.

     Lessee covenants and agrees that Lessor shall have the right to do the
following things and matters in and about the demised premises:

     (a) At all reasonable times by himself or his daily authorized agents to go
upon and inspect the demised premises and every part thereof, and/or at his
option to make repairs, alterations and additions to the demised premises or the
building of which the demised premises is a part.

     (b) [TEXT INTENTIONALLY OMITTED]

     (c) [TEXT INTENTIONALLY OMITTED]

     (d) The Lessor may discontinue all facilities furnished and services
rendered, or any of them, by Lessor, not expressly covenanted for herein, it
being understood that they constitute no part of the consideration for this
lease.

     (a) Lessee agrees to be responsible for and to relieve and hereby relieves
the Lessor from all liability by reason of any injury or damage to any person or
property in the demised premises, whether belonging to the Lessee or any other
person, caused by any fire, breakage or leakage in any part or portion of the
demised premises, or any part or portion of the building of which the demised
premises is a part, or from water, rain or snow that may leak into, issue or
flow from any part of the said premises, or of the building of which the demised
premises is a part, or from the drains, pipes, or plumbing work of the same, or
from any place or quarter unless such breakage, leakage, injury or damage,
injury, use, misuse or abuse be caused or result from the negligence of Lessor,
his servants or agents.

     (b) Lessee also agrees to be reasonable for and to relieve and hereby
relieves Lessor from all liability by reason of any damage or injury to any
person or thing which may arise from or be due to the use, misuse or abuse of
all or any of the elevators, hatches, openings, stairways, hallways, of any kind
whatsoever, which may exist or hereafter be erected or constructed on the said
premises or from any kind of injury which may arise from any other cause
whatsoever on the said premises or the building of which the demised premises is
a part unless such damage, injury, use, misuse or abuse be caused by or result
from the negligence of Lessor, his servants or agents.

     (a) In the event that the demised premises is totally destroyed or so
damaged by fire or other casualty not occurring through fault or negligence of
the Lessee or those employed by or acting for him, that the same cannot be
repaired or restored within a reasonable time, this lease shall absolutely cease
and determine and the rent shall abate for the balance of the term.

     (b) If the damage caused as above be only partial and such that the
premises can be restored to their then condition within a reasonable time, the
Lessor may, at his option, restore the same with reasonable promptness,
reserving the right to enter upon the demised premises for that purpose. The
Lessor also reserves the right to enter upon the demised premises whenever
necessary to repair damage caused by fire or other casualty to the building of
which the demised premises is a part, even though the effect of such entry be to
render the demised premises or a part thereof ___________.In either event the
rent shall be apportioned and suspended during the time the Lessor is in
possession, taking into account the proportion of the demised premises rendered
unmeasurable and the duration of the Lessor's possession. If is a dispute arises
as to the amount of rent due under this clause. Lessee agrees to pay the full
amount claimed by Lessor. Lessee shall, however, have the right to proceed by
law to recover the excess payment, if any.

     (c) Lessor shall make such election to repair the premises or terminate
this lease by giving notice thereof to Lessee at the leased premises within
thirty days from the day Lessor received notice that the demised premises had
been destroyed or damaged by fire or other casualty.

     (d) Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing any
portion of the building, the interruption in the use of the premises, or the
termination of this lease by reason of the destruction of the premises.

     (e) The Lessor has let the demised premises in their present condition and
without any representations on the part of the Lessor, his officers, employees,
servants and/or agents. It is understood and agreed that Lessor is under no duty
to make repairs or alterations at the time of letting or at any time thereafter.

     (f) [INTENTIONALLY OMITTED]

     (a) No contract entered into or that may be subsequently entered into by
Lessor with Lessee, relative to any alterations, additions, improvements or
repairs, nor the failure of Lessor to make such alteration, additions,
improvements or repairs as required by any such contract, nor the making by
Lessor or his agents or contractors of such alterations, additions, improvements
or repairs shall in any way affect the payment of the rent of said other charges
at the time specified in this lease.

     (b) It is hereby expressly agreed and understood that the said
______________________ is acting as agent only and shall not in any event be
held liable to the owner or to Lessee for the fulfillment or non-fulfillment of
any of the terms or conditions of this lease, or for any actions or proceedings
that may be taken by the owner against Lessee, or by Lessee against the owner.

     (c) It is hereby covenanted and agreed, any law, usage or custom to the
contrary notwithstanding that Lessor shall have the right at all times to
enforce the covenants and provisions of this lease in strict accordance with the
terms hereof, notwithstanding any conduct or custom on the part of the Lessor in
refraining from so doing at any time or times; and, further, that the failure of
Lessor at any time or times to enforce his rights under said covenants and
provisions strictly in accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the specific terms, provisions
and covenants of this lease or as having in any way or manner modified the same.

     (d) This lease is granted upon the express condition that Lessee and/or the
occupants of the premises herein leased, shall not conduct themselves in a
manner which improper or objectionable and that if at any time during the term
of this lease or any extension or continuation thereof, Lessee or any occupier
of the said premises shall have conducted himself, herself or themselves in a
manner which improper or objectionable, Lessee shall be taken to have broken the
covenants and conditions of this lease, and Lessor will be entitled to all of
the rights and remedies granted and reserved herein for the Lessee's failure to
observe any of the covenants and conditions of this lease.

     (e) In the event of the failure of Lessee promptly to perform the covenants
of Section 8(b) hereof, Lessor may go upon the demised premises and perform such
covenants, the cost thereof, at the sole option of Lessor, to be charged to
Lessee as additional and delinquent rent.

     If the Lessee

     (a) Does not pay in full when due any and all installments of rent and/or
any other charge or payment herein reserved, included, or agreed to be rented or
collected as rent and/or any other charge, expense, or cost herein agreed to be
paid the Lessee; or

     (b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or

     (c) Vacates the demised premises or removes or attempts to remove or
manifests an intention to remove any goods or property thereafter from otherwise
than in the ordinary and usual course of business without having first paid and
satisfied the Lessor in full for all rent and other charges then due or that may
thereafter become due until the expiration of the then current terms, above
mentioned; or

     (d) Becomes embarrassed or insolvent, or makes an assignment for the
benefit of creditors, or if a petition in bankruptcy is filed by or against the
Lessee, or a bill in equity or other proceeding for the appointment of a
receiver for the Lessee is filed, or if proceedings for reorganization or for
compos9ition with creditors under any State or Federal law be instituted by or
against Lessee, or if the real or personal property of the Lessee shall be sold
or levied upon by any Sheriff, Marshall or Constable;
_________________________________ them and in any or either of said events,
there shall be deemed to be a breach of this lease, and thereupon ipso facto and
without entry or other action by Lessor;

     (1) The rent for the entire unexplored balance of the term of this lease,
as well as all other charges, payments, costs and expenses herein agreed to be
paid by the Lessee, or at the option of Lessor any part thereof, and also all
costs and officers' commissions including watchmen's wages and further including
the five percent chargeable by Act of Assembly to the Lessor, shall, in addition
to any and all installments of rent already due and payable and in arrears
and/or any other charge or payment herein reserved, included or agreed to be
treated or collected as rent, and/ort any other charge, expense or cost herein
agreed to be paid by the Lessor which may be due and payable treated or
collected as rent, and/or any other charge, expense or cost herein agreed to be
paid by the Lessor which may be due and payable and in arrears, be taken to be
due and payable and in arrears as if by the terms and provisions of this lease,
the whole balance of unpaid rent and other charges, payments, taxes, costs and
expenses were on that date payable in advance: and if this lease or any part
thereof is assigned, or if the premises or any part thereof is sub-let, Lessee
hereby irrevocably constitutes and appoints Lessor Lessee's agent to collect the
rents due by such assignee or sub-lessee and apply the same to the rent due
hereunder without in any way affecting Lessee's obligation to pay any unpaid
balance of rent due hereunder: save the forfeiture by payment of any sum due or
by other performance of any condition, term or covenant broken; whereupon,
Lessor shall less the fair market value of the said demised premises, for the
residue of said term.

      In the event of any default as above set forth in Section 14, the Lessor,
or anyone acting on Lessor's behalf, at Lessor's option:

     (a) may without notice or demand enter the demised premises, breaking open
locked doors if necessary to effect entrance, without liability to action for
prosecution or damages for such entry or for the manner thereof, for the purpose
of distraining or levying and for any other purposes, and take possession of and
sell all goods and chattels at auction, not three days' notice served in person
on the Lessee or left on the premises, and pay the said Lessor out of the
proceeds, and even if the rent be not due and unpaid, should the Lessee at any
time remove or attempt to remove goods and chattels from the premises without
leaving enough thereon to meet the next periodical payment, sufficient of such
goods to meet the proportion of rent accrued at the time of such removal; and
the Lessee hereby releases and discharges the Lessor, and his agents, from all
claims, actions, suits, damages, and penalties, for or by reason or on account
of any entry, distraint, key, appraisement or sale; and/or

     (b) may enter the premises, and without demand, proceed by distress and
sale of the goods there found to levy the rent and/or other charges herein
payable as rent, and all costs and officers' commissions, including watchmen's
wages and sums chargeable to Lessor, and further including a sum equal to 5% of
the amount of the levy as commissions to the constable or other person making
the levy, shall be paid by the Lessee, and in such case all costs, officers'
commission and other charges shall immediately attach and become part of the
claim of Lessor for rent, and any tender of rent without said costs, commission
and charges made after the issue of a warrant of distress shall not be
sufficient to satisfy the claim of the Lessor. Lesser hereby expressly waives in
favor of Lessor the benefit of all laws now made or which may hereafter be made
regarding any limitation as to the goods upon which, or the time within which,
distress is to be made after removal of goods, and further relieves the Lessor
of the obligations of proving or identifying such goods, it being the purpose
and intent of this provision that all goods of Lessee, whether upon the demised
premises or not, shall be liable to distress for rent. Lessee waives in favor of
Lessor all rites under the Act of Assembly of April 6, 1951, P.L 69, and all
supplements and amendments thereto that have been or may hereafter be passed,
and authorizes the sale of any goods distrained for rent at any rime after fire
days from said distraint without any appraisement and/or condemnation thereof.

     (c) The Lessee further waives the right to issue a Writ of Replevin tinder
the Pennsylvania Rules of Civil Procedure. No. 1071 &c and Laws of the
Commonwealth of Pennsylvania, or under arty other law piously enacted and now in
force, or which tray be hereafter enacted for the recovery of any articles,
household goods, furniture, etc. seized under a distress for rent or levy upon
an execution for rent, damages or otherwise; all waivers hereinbefore mentioned
are hereby extended to apply to any such; and/or

     (d) may lease said premises or any part or parts thereof to such person or
persons as may in Lessor's discretion seem best and the Lessee shall be liable
for any loss of rent for the balance of the then current term.

     The right to enter judgment against Lessee and to enforce all of the other
provisions of this (case hereinabove provided for may, at the option of any
assignee of this lease. be exercised by any assignee of the Lessor'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 nay
not be executed and/or witnessed in accordance with the Act of Assembly of May
28, 1715, 1 Sm. L 90. and all supplements and amendments thereto that have been
or may hereafter be passed and Lessee hereby expressly waives the requirements
of said Act of Assembly and any and all laws regulating the manner and/or form
in which such assignments shall be executed and witnessed.

     All of the remedies hercinbefore given to Lessor and all rights and
remedies Riven to him by law and equity shall be cumuiative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Lessor of any of his remedies or actions against the Lessee 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 any and all sums 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.

     In the event that the premises demised or any part thereof is taken or
condemned condemned for a public or quasi-public use, this lease shall, as to
the part so taken, terminate as of the date title shall vest in the condemnor.
and rent shall abate lit proportion to the square feet of leased space taken or
condemned or shall cease if the entire premises be so taken. In either event the
Lessee waives all claims against the Lessor by reason of the complete or partial
taking of the demised premises. and it is agreed that the Lessee shall not be
entitled to any note whatsoever of the partial or complete termination of this
lease by reason of the aforesaid.

     It is hereby mutually agreed that either party hereto may determine this
lease at the end of said term by giving to the other party written notice
thereof at least sixty days prior thereto, but in default of such notice, this
lease shall continue upon the same terms and conditions in force immediately
prior to the expiration of the term hereof as are herein contained for a further
period of sixty and so on fromn sixty to sixty unless or until terminated by
either party hereto, giving the other sixty days written notice for removal
previous to expiration of the then current term: PROVIDED, however, that should
this lease be continued for a further period under the terms hereinabove
mentioned, any allowances given Lessee on the rent during the original term
shall not extend beyond such original term, and further provided, however, that
if Lessor shall have given such written notice prior to the termination of any
term hereby created, of his intention to change the terms and conditions of this
lease, and Lessee shall not within fifteen days from such notice notify Lessor
of Lessee's intention to vacate the demised premises at the end of the then
current term. Lessee shall be considered as Lessee under the terms and
conditions mentioned in such notice for a further term as above provided. or for
such further term as may be stated in such notice. In the event that Lessee
shall give notice, as stipulated in this lease, of intention to vacate the
demised premises at the end of the present term, or any renewal or extension
thereof, and shail fail or refuse so to vacate the same on the date designated
by such notice, then it is expressly agreed that Lessor shall have the option
either (a) to disregard the notice so given as having no effect, in which case
all the terms and conditions of this lease shall continue thereafter with full
force precisely as if such notice had not been given, or (b) Lessor may, at any
time within thirty days after the present term or any renewal or extension
thereof, as aforesaid. give the said Lessee ten days' written notice of his
intention to terminate the said lease: whereupon the Lessee expressly agrees to
vacate said premises at the expiration of the said period of ten days specified
in said notice. All powers granted to Lessor by this lease .nay be exercised and
all obligations imposed upon Lessee by this lease shall be performed by Lessee
as wall during any extension of the original term of this lease as during the
original term itself.

     All notices required to be given by Lessor to Lessee shall be sufficiently
given by leaving the same upon the demised premises, but notices given by Lessee
to Lessor must he given by registered mail, and as against Lessor the only
admissible evidence that notice has been given by Lessee shall be a registry
return receipt signed by Lessor or his agent.

     It is expressly understood and agreed by and between the parties hereto
that this lease and the riders attached hereto and forming a part hereof set
forth all the promises agreements, conditions and understandings between Lessor
or his Agents and Lessee relative to the demised premises, and that there are no
promises, agreements, conditions tar understandings, either oral or written.
between them other than are herein set forth. It is further understood and
agreed that, except as herein otherwise provided. no subsequent alteration.
amendment, change or addition to this lease shall be binding upon Lessor or
Lessee unless reduced to writing and signed by them.


<PAGE>

     All rights arid liabilities herein given to, imposed upon, the respective
parties hereto shall extend to and the several and respective heirs, executors,
administrators, succeed and assigns of said parties: and if there shall he more
than Lessee, they shall all be bound jointly and severally by the terms.
covenants and agreements herein, and the word "Lessee" shall be deemed and taken
to mean each and every person or party mentioned as a Lessee herein, be the same
one or more: and if there shall be more than one Lessee, any notice required or
permitted by the terms of this lease may be given by or to any one thereof. and
shall have the same force and effect as if given by or to all thereof. The words
"his" and "him" wherever stated herein shall be deemed to refer to the "Lessor"
and "Lessee" whether such Lessor or Lessee be singular or plural and
irrespective of gender. No rights, however, shall inure to the benefit of any
assignee of Lessee unless the assignment to such assignee has been approved by
Lessor in writing as aforesaid.

     Lesser shall, upon execution hereof, deposit with Lessor as security fur
the performance of all the terms, covenants. and conditions of this lease, the
sum of none. This deposit is to be retained by Lessor until the expiration of
this lease and shall be returnable to Lessee provided that (1) premises have
been vacated: (2) Lessor shall have inspected the premises after such vacation;
and (3) Lessee shall have complied with all the terms, covenants and conditions
of this lease, in which event the deposit so paid hereunder shall be returned to
Lessee: otherwise, said sum deposited hereunder or any part thereof may he
retained by Less at his option, as liquidated damages, or may be applied he
Lessor against any actual loss, damage or injury chargeable to Lessee hereunder
or otherwise, if Lessor determines that such loss, damage or injury exceeds said
sum deposited. Lessor's determination of the amount, if any, to be returned to
Lessee shall be final. It is understood that the said deposit is not to be
considered ac the last rental due under the lease.

     Any headings preceding the text of the several paragraphs and
sub-paragraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of this lease, nor shall they affect its meaning,
construction or effect.


     30. Lessee agrees to furnish heat, light and power to the demised premises
at its own expense. Lessee is given permission, at its own cost and expense, to
lower the ceiling of the premises by installing a false ceiling.


IN WITNESS WHEREOF, the parties hereto have executed these presents the day and
pear first above written. and intend to be legally boned



SEALED AND DELIVERED
IN THE PRESENCE OF:                 FIDELITY BANK


                                   By: /s/ Thomas W. Barry
                                   -----------------------------------------
                                      Sr. Vice President -- Thomas W. Barry


                                   ATTEST: /s/
                                   -----------------------------------------
                                          Emanuel-Ruth Investment Corp.


                                   BY: /s/
                                   -----------------------------------------


                                   ATTEST: /s/
                                   -----------------------------------------





FOR VALUE RECEIVED ___________________________________ hereby assign, transfer
and set over unto ___________________________________ Executors, Administrators,
Successors and Assigns, all ______ right, title and interest in the within
_____________ and all benefit and advantage to be derived therefrom.


Witness ________ hand and seal this ________________ day of
_____________________ A.D. 19____


SEALED AND DELIVERED
  IN PRESENCE OF


<PAGE>


ATTACHED TO AND FORMING PART OF LEASE BETWEEN

EMANUEL G. WEISS, LESSOR; AND THE FIDELITY BANK, LESSEE;

FOR PREMISES 2836 WEST GIRARD AVENUE, PHILADELPHIA,

PENNSYLVANIA

      DATED THE 21ST DAY OF JULY 1980



29. Lessee shall pay for all heat, light, and power used in the demised
premises. Lessee may make any necessary alterations and improvements to the
demised premises; provided, however, that any such alterations or improvements
shall first be submitted to Lessor, and Lessor's written approval obtained.
Lessor shall not unreasonably withhold such approval. Lessee shall pay all costs
of any such alterations or improvements and upon termination shall have the
right to remove such alterations and improvements as in its discretion it shall
choose, provided only that no structural damage shall be done to said building
on removal.


30. Lessor shall maintain the roof of the premises. In the event of any roof
defect, Lessee shall give prompt written notice to Lessor, who agrees to make
repairs within ten working days from receipt of such notice. Lessor represents
that the heater and boiler in the demised premises shall be in good operating
condition at the commencement of this lease. In the event said heater and boiler
are not in said condition, Lessor agrees to repair or replace the same as is
necessary. Thereafter, Lessee shall provide ordinary maintenance to said heater,
boiler and heating system. However, Lessor, if necessary, shall make any repairs
or replacements costing in excess of one Hundred Fifty Dollars to said boiler
and heater. Lessor shall have the privilege of employing its own plumbers and/or
heater repairmen for said purpose.


32. Lessee shall have the privilege to install and maintain such signs as it
customarily installs on its branch bank offices.


33. Lessor's right to inspect the premises as set forth in Paragraph 10 hereof
or elsewhere shall be limited to inspections made during normal business hours
of Lessee and a representative of Lessee shall accompany Lessor at all times.


34. Lessor shall not have the privilege of displaying a "For Sale" sign on the
premises during the term of this lease or any renewal or extensions thereof. In
the event Lessor receives a bona fide offer from a person not a member of
Lessor's family group or a corporation owned by such group or any one of same,
Lessee shall have the option to purchase said premises upon the same terms and
conditions subject to Lessee's exercise of said option within 15 days of notice
in writing by Lessor to Lessee of the existence of said offer. Lessor shall have
the privilege to install a "For Rent" sign within the last six months of the
term of this lease or any renewal or extension thereof.


35. Lessor, despite anything else to the contrary herein, shall not have the
privilege or power to exercise any of his rights on default as defined or set
forth herein unless and until he has given notice in writing to Lessee of the
existence of such default and Lessee shall not have cured such default within
fifteen days after receipt of such notice.



EMANUEL-RUTH

INVESTTHE FIDELITY BANK



By:  /s/                            By:  /s/ Thomas W. Barry
    ----------------------              -----------------------------
                                        Thomas W. Barry,
                                        Sr. Vice President



Attest:  /s/                       Attest:  /s/
       -----------------------            --------------------------
       Asst. Secretary                    Asst. Secretary


<PAGE>

123 SOUTH BROAD
PHILADELPHIA, PENNSYIVANIA 19109-1199
215 985-6000

                   CERTIFIED MAIL - RETURN RECEIPT REQUESTED

July 10, 1998

PROGRESS INVESTMENT ASSOCIATES, Inc.
T/A Progress Plaza Shopping Center
1501 N. Broad Street
Philadelphia, PA 19122

Re:  First Union National Bank, successor by merger to CoreStates Bank Progress
     Plaza Branch, Philadelphia, PA.

Dear Sir/Madam:

Reference is made to the Lease dated October 15, 1988 between Progress
Investment Associates, Inc. T/A Progress Plaza Shopping Center, Landlord, and
First Pennsylvania Bank, N.A., Tenant. Please consider this formal notice that
First Union National Bank, as successor by merger, hereby exercises its five
year option as required under Section 1.9 of the lease agreement

The term of the option will commence on November 1, 1998 and expire on October
31, 2003.

I would appreciate it if you would acknowledge the receipt of this notice below
on the duplicate letter and return it to me in the postage paid self addressed
envelope.

Sincerely,

Dan G. Griffith                    Receipt is acknowledged that First Union
Vice President                     National Bank has exercised its option to
                                   extend the lease as required under the
                                   Section 9 of agreement.

                                   By:
                                      ------------------------------------

<PAGE>



                                      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


<PAGE>



                                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


                                                 i


<PAGE>



                         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



                                       11


<PAGE>



                        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



                                      iii


<PAGE>



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"


<PAGE>



     (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.


<PAGE>



     THIS LEASE AGREEMENT, made on the 1st day of November, 198 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  DELETED

1.7  DELETED



                                       1


<PAGE>

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;



                                        2


<PAGE>



               (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



                                       3
<PAGE>


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.

                                        4


<PAGE>


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.

                                            6


<PAGE>



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.

                                        7


<PAGE>



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



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<PAGE>





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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<PAGE>



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


                                       10


<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.



                                       14
<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



                                       15


<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.

14.3 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

                                       16


<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.

                                       17


<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.


                                       19


<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.

                                       20


<PAGE>



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



                                       21


<PAGE>



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

                                       22


<PAGE>

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.


                                       23


<PAGE>



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.

21.10 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.



                                       24


<PAGE>


     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.


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

                                    THE FIRST PENNSYLVANIA BANK, N.A.


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




                                       25



<PAGE>



                                     LEASE

                                    between

                 ZION INVESTMENT ASSOCIATES, INC., Landlord

                                      and

            THE FIRST PENNSYLVANIA BANKING AND TRUST COMPANY, Tenant

                                  ************

               Premises: Space in Progress Plaza Shopping Center,
                       Broad & Oxford Street, Philadelphia

                                  ************

                                     Dated:

ARTICLE                                                               PAGE
-------                                                               ----

I             Premises and Term                                         1
II            Rent                                                      4
III           Taxes                                                     5
IV            Utilities                                                 6
V             Common Use Areas                                          7
VI            Use of the Leased Premises                               10
VII           Trade Fixtures, Signs and Office Equipment               12
VIII          Alterations and Additions                                13
IX            Repairs and Maintenance                                  14
X             Insurance and Indemnity                                  14
XI            Fire or Casualty                                         15
XII           Eminent Domain                                           17
XIII          Defaults and Remedies                                    19
XIV           Surrender of Premises                                    23
XV            Offset Statement, Attornment, Subordination              24
XVI           Assignment and Subletting                                24
XVII          Landlord's Right of Entry                                25
XVIII         Miscellaneous                                            26

<PAGE>



     THIS LEASE made as of this 10th day of October, 1967 by and between ZION
INVESTMENT ASSOCIATES, INC., a Pennsylvania corporation having an office at the
Northwest corner of Broad and Venango Streets, Philadelphia, Pennsylvania
(hereinafter called "Landlord") and THE FIRST PENNSYLVANIA BANKING AND TRUST
COMPANY, a Pennsylvania banking corporation having an office at Fifteenth and
Chestnut Streets, Philadelphia, Pennsylvania (hereinafter called "Tenant").


                                   WITNESSETH:

                                    ARTICLE I

                               PREMISES AND TERM

     Section 1.1. Landlord hereby leases to Tenant and Tenant hereby rents from
Landlord for the term, at the rental, and upon the covenants and conditions
hereinafter set forth, the land described in Exhibits "A" and "B" attached
hereto (hereinafter called "the land") with the building constructed or to be
constructed thereon (hereinafter called "the building") and with all rights,
easements and privileges pertaining and appurtenant thereto. The land, building
and such rights, easements and privileges are hereinafter called "the leased
premises." The leased premises are an integral part of a shopping center known
as Progress Plaza Shopping Center (hereinafter called "the Shopping Center"). A
plan of the Shopping Center is outlined in black on Exhibit "B" annexed hereto,
and the land is shown thereon outlined in red.

     Section 1.2. Landlord covenants, warrants and represents that it has full
right and power to execute and perform this lease and to grant the estate leased
herein, and Landlord further covenants that Tenant on paying the rent reserved
and performing the covenants and agreements hereof shall peaceably and quietly
have, hold and enjoy the leased premises during the term.


<PAGE>

     Section 1.3. Landlord will construct the building at Landlord's expense for
tenant's occupancy in accordance with the outline specifications attached
hereto, marked Exhibit C, and initialled by Landlord and Tenant. Promptly after
execution of this lease, the final plans and specifications for the building
will be prepared by Landlord at Landlord's expense and, when agreed to, shall be
dated and initialled by both Landlord and Tenant and thereafter will constitute
part of this lease. Construction of the building will not begin until such final
plans and specifications have been so agreed upon. Upon completion of the
construction of the building, which shall not be later than December 13, 1968,
Landlord will tender to Tenant the possession of the leased premises so that
Tenant may complete the fixturing of the building and install its business signs
on the building. At the date of such tender of possession and thereafter, the
leased premises shall be free of all liens and encumbrances, other than the lien
for current non-delinquent taxes and objections G, H, I, J and K appearing on
Title Report No. P-101274, dated February 9, 1967 prepared by West Jersey Title
and Guaranty Company, and any easements for utility facilities which do not
interfere with Tenant's use of the leased premises for banking purposes, and the
zoning regulations applicable to the leased premises shall permit the conduct
thereon of a branch banking business. Tenant may from time to time enter the
leased premises for the purpose of inspection and taking measurements before
possession is tendered to it. Landlord's obligation to construct the building
and the commencement of the initial term, as specified in Section 1.5 shall be
subject to and extended by delays due to the occurrence of any of the events
specified in Section 18.4. Landlord will pay the cost of installing Landlord's
heating equipment. Tenant will pay the cost of installing Tenant's air
conditioning equipment (such installation shall be performed by Landlord). If
equipment is installed which provides both heating and air conditioning from a
single unit, then the cost of such unit shall be borne 25% by Landlord and 75%
by Tenant. All costs to be paid by Tenant shall be paid prior to taking
possession.

     Section 1.4. The term of this lease shall commence on the earlier


                                      -2-


<PAGE>

of the following dates: (a) the first day of the month next succeeding the date
which is fifteen (15) days after the date when Landlord tenders to Tenant
possession of the leased premises in accordance with the provisions of Section
1.3 hereof or (b) the date on which Tenant opens the building to the general
public for business, and such term shall continue for a period of ten (10) years
thereafter (which period is hereinafter called "the initial term"). Anything in
this lease to the contrary notwithstanding, Tenant's obligation to pay rent
shall not begin (whether or not the building is opened to the general public for
business) until the Shopping Center's major food market tenant has first opened
its building to the public for business on a continuous basis.

     Section 1.5. Tenant is hereby granted the option to extend this lease for
two further terms of five (5) years each commencing upon the expiration of the
preceding term. Each such option shall be exercised by Tenant giving written
notice to Landlord of its intention to exercise such option not less than one
(1) year prior to the expiration. date of the then current term.

     Section 1.6. Whenever the words "the term" are used hereinafter, they shall
mean the initial term of this lease and any extension or renewal thereof.

     Section 1.7. Should Tenant hold over in possession after the expiration of
the term, such holding over shall not be deemed to extend the term or renew this
lease, but the tenancy thereafter shall continue from month to month upon the
covenants and conditions herein set forth at the rental in effect during the
last month of the preceding term, until terminated by either party by at least
thirty (30) days' notice.

                                       -3-


<PAGE>

     Section 1.8. Landlord will not tender possession to Tenant as provided in
this Article until Landlord, at Landlord's expense, shall deliver to Tenant
copies of the building and zoning permits under which the construction of the
Shopping Center was authorized.

     Section 1.9. If Tenant should request it, Landlord will provide Tenant with
executed "non-disturbance" agreements from all holders of liens embracing the
leased premises the effective date of which is prior to the date and time of the
recording of a Memorandum of this lease in the Department of Records of the City
of Philadelphia. Such "non-disturbance" agreements shall assure Tenant's
continued quiet possession in case of foreclosure so long as Tenant pays its
rent and is not in default under this lease.

     Section 1.10. Landlord will construct the Shopping Center substantially as
shown on Exhibit B not later than December 31, 1968. Landlord will use its best
efforts to have a uniform date on which all businesses in the Shopping Center
shall first open to the public for business.

                                   ARTICLE II

                                      RENT

     Section 2.1. From the date of this lease until the commencement of the
initial term, Tenant shall pay Landlord no rent.

     Section 2.2. Throughout the term Tenant shall pay Landlord rent at the
annual rate of Sixteen Thousand Dollars ($16,000.) payable in twelve (12) equal
monthly installments in cash or by Tenant's check,



                                      - 4 -


<PAGE>

in advance, on the first day of each month. Rent for part of a month at the
beginning and end of the term shall be pro-rated and paid on or before the first
day of the following month.

     Section 2.3. If Tenant exercises the first renewal option under Section
1.6, rent for such first renewal term shall be Sixteen Thousand Eight Hundred
Dollars ($16,800.) per year. If Tenant exercises the second renewal option
under Section 1.6, rent for such second renewal term shall be Seventeen Thousand
Six Hundred Dollars ($17,600.) per year. Rent for any renewal term shall be
paid at the times and in the manner provided in Section 2.2.

                                   ARTICLE III

                                     TAXES

     Section 3.1. Landlord will pay in the first instance all real property
taxes. Tenant will reimburse Landlord for all such taxes (but not for any
penalty or interest for late payment of such taxes) which are attributable to
the leased premises and which represent an increase over the amount of such
taxes levied during the first year in which, throughout such year, the Shopping
Center was first assessed as a completed complex. If the leased premises are not
separately assessed, the proportionate share of such increase of such taxes
attributable to the leased premises shall be determined by multiplying the
amount of such increase of such taxes assessed against the Shopping Center by a
fraction the numerator of which shall be the total square feet of floor space in
the building rented by Tenant and the denominator of which shall be the total
square feet of rentable floor space within all buildings in

                                       -5-


<PAGE>


the Shopping Center. "Increase" means either an increase in the rate of taxation
or an increase in assessed valuation, or both. The amount of an increase in
assessed valuation due to construction erected in the Shopping Center after the
date of this lease shall be added, if such construction is for Tenant's use, to
the numerator of the aforesaid fraction. Any demand by Landlord for
reimbursement for payment of such excess of such taxes shall be accompanied by
full documentation, including a copy of each of the relevant tax bills.

                                   ARTICLE IV

                                   UTILITIES

     Section 4.1. During the term of this lease Tenant will pay for all water,
gas, electricity, heat, telephone, sewage and all other utility services used by
Tenant in the leased premises. If Landlord undertakes to supply any utility
service, Landlord shall not be liable to Tenant or any other person within the
leased premises for any loss occasioned by impairment, interruption, stoppage or
other interference with any such utility service provided such impairment,
interruption, stoppage or other interference is beyond Landlord's control.
Landlord shall maintain the pipes, lines and conduits of such utility services
to (but not in) the leased premises whether or not Landlord actually supplies
any of such utility services. If Landlord supplies any utility service to
Tenant, Landlord shall not charge Tenant more for such service than Tenant would
be obliged to pay if Tenant were to purchase such service directly from the
utility company.

                                      - 6 -


<PAGE>


                                    ARTICLE V

                                COMMON USE AREAS

     Section 5.1. Landlord shall construct upon the Shopping Center site at its
own cost access roads, footways and parking lots or facilities as shown on the
plan of the Shopping Center attached to and forming part of Exhibit B. Except as
provided in Section 5. 3, all automobile parking areas, driveways, entrances and
exits thereto, and other common 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 stairways, 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, customers and invitees
(sometimes in this lease called "common use areas") 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. Except as provided in Section 5.3, Landlord shall have the right to
construct, maintain and operate lighting facilities on all said areas and
improvements; to police the same; from time to time to change the area level,
location and arrangements 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 provisions for free parking ticket
validating by tenants; to close all or any portion of said areas or facilities
to such extent as may, in the opinion of Landlord's counsel, be legally
sufficient to prevent a

                                       -7-


<PAGE>


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 non-customer parking; and to do and perform such other
acts in and to said areas and improvements, as in the use of good business
judgment, the Landlord shall determine to be advisable with a view to the
improvement of the convenience and use thereof by tenants, their officers,
agents, employees and customers. 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 of the common areas and
facilities.

     Section 5.2. Landlord grants to Tenant, during the term, for the benefit of
Tenant, its officers, agents, employees, customers and invitees, the
non-exclusive right to use, for their intended purposes, all of the common use
areas described in Section 5. 1 as such areas may be constituted from time to
time, but if the amount of such areas (other than those specified in Section 5.
3) be diminished, Landlord shall not be subject to any liability nor shall
Tenant be entitled to any compensation nor shall diminution of such areas be
deemed constructive or actual eviction unless Landlord violates its covenant
(and it hereby covenants) not to diminish the parking areas so that they contain
less than the total square feet of parking and driveway space shown on Exhibit B
hereto.

     Section 5.3. Anything in this lease to the contrary notwithstanding:

          (a) No parking charges of any kind shall be enforced against' Tenant
     or its officers, agents, employees, customers or invitees unless such
     parking charge shall be accompanied by convenient and simple provisions for
     free parking ticket validating by Tenant and other tenants of the Shopping
     Center.

                                       -8-


<PAGE>


          (b) Throughout the term, Landlord will ensure that, subject to
     governmental regulations, Tenant and Tenant's customers will have the
     benefit of the continuance of exits and entrances (at least 30 FEET WIDE at
     the curb line) as shown on Exhibit B hereto and from Jefferson Street,
     Oxford Street and North Broad Street.

     Section 5.4. In each lease year, as defined in this Article, Tenant will
pay to Landlord, in addition to the rentals specified in Article II hereof and
in consideration of Landlord's duties under this Article, a proportion of the
Shopping Center's operating cost, hereinafter defined, based upon the ratio of
the square feet of floor area of the leased premises to the total square feet of
all floor area of building space in the Shopping Center, except that for the
purpose of this computation each two (2) square feet of basement floor area or
second floor area shall be counted as one square foot. Tenant will make a
tentative payment under this Section upon presentation of Landlord's statement.
Such tentative payment or payments shall be adjusted in accordance with
Landlord's audited statement showing the total of the Shopping Center's
operating cost, hereinafter defined, and such audited statement shall be
presented to Tenant not less frequently than once in each lease year.

     Section 5.5. For the purpose of this Article the "Shopping Center's
operating cost" means the total cost and expense incurred in operating and
maintaining (and Landlord shall operate and maintain) the common facilities
hereinafter defined, actually used or available for use by Tenant and its
officers, employees, agents, servants, customers and other



                                       -9-


<PAGE>



invitees, excluding any items of expense commonly known and designated as
carrying charges, but specifically including, without limitation, gardening and
landscaping, the cost of public liability and property damage insurance,
repairs to common facilities, line painting, lighting, sanitary control, removal
of snow and ice, depreciation on machinery and equipment used in such
maintenance, and the cost of personnel to implement such services, to direct
parking, and to police the common facilities. "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
officers, employees, agents, servants, customers and other invitees, including
without limitation parking areas, access roads, driveways, retaining walls,
landscaped areas, truck serviceways or tunnels, loading docks, pedestrian malls,
courts, stairs, ramps and sidewalks, comfort and first-aid stations, washrooms
and parcel pick-up stations.

     Section 5.6. The term "lease year" as used herein shall mean the twelve
(12) month period beginning with the commencement of the Tenant's obligation to
pay rent as hereinbefore determined in Articles I and II, and each successive
twelve (12) month period thereafter during the term of this lease.

                                   ARTICLE VI

                           USE OF THE LEASED PREMISES

     Section 6.1. The leased premises shall be used by Tenant only for the
purpose of conducting a banking and trust company business therein or for such
other purpose as Landlord may in writing approve (which approval will not be
unreasonably withheld) and Tenant will keep the premises open to the public for
business in accordance with the rules and regulations of the Philadelphia
Clearing House and those authorities having supervisory

                                      -10-


<PAGE>

jurisdiction over the conduct of Tenant's business, except when prevented from
doing so by strikes, fire, casualty or other causes beyond Tenant's reasonable
control.

     Section 6.2. Landlord will not during the term of this lease sell or lease
or permit to be sold or leased any portion of the Shopping Center or of any
premises adjoining the Shopping Center which may hereafter be acquired by
Landlord or by any entity under the ownership or control of Landlord or by any
joint venture in which Landlord has an interest to anyone for the purpose of
conducting thereon a banking or quasi-banking business, including any bank,
trust company, credit union, or more than one mutual savings bank or one savings
and loan association, but not both.

     Section 6.3. Tenant shall not be in violation of and will comply at its own
expense with all proper requirements of duly constituted public authorities and
with the provisions of any law, regulation or ordinance of such authorities and
the Board of Fire Underwriters applicable to Tenant or its use of the leased
premises, provided, however, that Tenant shall be required by Landlord to make
or pay for only those structural alterations to the building which are required
by such authorities solely because of the nature of Tenant's business conducted
within the building.

     Section 6.4. At night, Tenant may keep the interior of the building
lighted, and Tenant may keep its signs on the exterior of the building fully
lighted.

     Section 6.5. Tenant will comply with the rules and regulations

                                     - 11 -


<PAGE>



specified in Article V, provided such rules and regulations shall be enforced
uniformly against all tenants of the Shopping Center.

     Section 6.6. Tenant will not make any changes to the exterior of the
building (other than as provided in Article VII hereof) without Landlord's prior
written approval of plans and specifications for such changes.

                                   ARTICLE VII

                   TRADE FIXTURES, SIGNS AND OFFICE EQUIPMENT

     Section 7.1. From time to time during the term and at the end of the term
Tenant may install and remove Tenant's trade fixtures and business machines and
equipment, including but without limiting the generality of the foregoing, money
safes or any other safes, or vaults, vault doors, vault liner, safe deposit
boxes, night depository, tellers' counters, night transit, drive-in windows and
signs, provided that the leased premises have been designed structurally to
accommodate the foregoing items.

     Section 7.2. Tenant may at its expense place and replace on the exterior of
the leased premises a canopy over the main entrance, signs similar to those on
its other branch banking establishments, provided they do not conflict with the
architect's specifications for the building, but nothing else shall be placed on
the exterior of the building without Landlord's prior written approval (which
shall not be unreasonably withheld). Tenant may place on the exterior of the
leased premises such signs, canopies, or advertising matter or other thing of
any kind, but will not place or maintain any decoration, lettering or
advertising matter on the glass of any window or door of the leased



                                     - 12 -


<PAGE>



premises without first obtaining Landlord's written approval and consent. Tenant
further agrees to maintain any such sign and canopy and any decoration,
lettering, advertising matter or other thing as may be approved in good
condition and repair at all times, and all installation and removal shall be
executed in a good and workmanlike manner and in compliance with Section 18.1
of this lease.

                                  ARTICLE VIII

                           ALTERATIONS AND ADDITIONS

     Section 8.1. At any time and from time to time during the term, at its own
expense Tenant may make any alterations, decorations, additions, improvements or
replacements in the building which it deems desirable for the conduct of its
banking and trust company business (with drive-in facilities). Any other
alterations, decorations, additions, improvements or replacements must first be
approved in writing by Landlord (but such approval shall not be withheld
unreasonably).

     Section 8.2. All alterations, decorations, additions and improvements made
by Tenant, or made by Landlord on Tenant's behalf by agreement under this lease,
shall remain the property of Tenant for the term of the lease, or any extension
or renewal thereof. Upon expiration of this lease, or any renewal term thereof,
Tenant may (or, if required by Landlord, shall) remove all such alterations,
decorations, additions and improvements, and restore the leased premises as
provided in Section 14.1 hereof. If Tenant fails to remove (and has not been
required by Landlord 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



                                     - 13 -


<PAGE>


premises, all such alterations, decorations, additions and improvements shall
become the property of Landlord.

     Section 8.3. Any repair, alteration, decoration, addition, improvement,
restoration or replacement shall be executed in a good and workmanlike manner
and in compliance with Section 18.1 of this lease.

                                   ARTICLE IX

                            REPAIRS AND MAINTENANCE

     Section 9.1. Tenant shall at all times keep the building and all
partitions, doors, fixtures, equipment and appurtenances thereof (including
lighting, plumbing fixtures, plate glass and heating and air-conditioning system
in the building) in good order, condition and repair, except for structural
portions (including the roof) of the premises, which shall be maintained by
Landlord. Landlord shall also be responsible for periodic inspections of the
roof for the purpose of clearing clogged or iced drains and removal of debris
which might damage the roof. The provisions of this Section shall not apply in
the event of fire or other casualty, or condemnation or in any other event or
contingency specifically provided, for elsewhere in this lease.

                                    ARTICLE X

                            INSURANCE AND INDEMNITY

     Section 10.1. During the term, Tenant shall maintain fire insurance with
extended coverage in the name of Landlord and Tenant, in an amount adequate to
cover one hundred percent (100%) of the cost of replacement of the building and
its alterations, decorations, additions or improvements. Tenant shall deliver to
Landlord certificates of such fire insurance policies which shall contain a
clause requiring the insurer to give Landlord 10 days notice of change or
cancellation of such policies.

                                     - 14 -


<PAGE>



     Section 10.2. During the term, Tenant shall keep in full force and effect,
comprehensive general liability insurance against claims for personal injury,
death and property damage occurring in the building or on the adjoining
sidewalks with limits of not less than $500,000 as to one person not less than
$1,000,000 as to any accident, and not less than $50,000 as to property damage.
The policies shall name Landlord, any person, firms or corporations designated
by Landlord, and Tenant as insured, and shall contain a clause that the insurer
will not cancel or change the insurance without first giving Landlord ten days
prior written notice. A copy of the policy or a certificate of insurance shall
be delivered to Landlord,

     Section 10.3. If appropriate in Tenant's opinion, Tenant will place all or
any insurance it is required to carry by this lease under its blanket policies
and will furnish Landlord with evidence of such insurance.

     Section 10.4. Tenant will indemnify and save Landlord harmless of and from
any and all loss, damage, or liability incurred by reason of any injury to
persons or damage to property occurring in or on the leased premises or from or
by reason of the erection, maintenance or existence of Tenant's signs including
the reasonable expense involved in defending litigation, but Tenant will not
indemnify Landlord against the consequences of Landlord's own negligence.

     Section 10.5. Tenant shall give immediate notice to Landlord in case of
fire, accidents or observed defects in the leased premises.

                                   ARTICLE XI

                                FIRE OR CASUALTY

     Section 11.1. If the building shall be damaged by fire, the elements,
unavoidable accident or other casualty, but is not thereby rendered untenantable
in whole or in part, Tenant shall at its own expense cause such damage to be
repaired, and the rent shall not be abated. If, by reason of such occurrence,
the building shall be rendered untenantable only in part, Tenant shall at its
own expense cause the damage to be repaired, and rent meanwhile


                                     - 15 -
<PAGE>




shall be abated proportionately as to the portion of the building rendered
untenantable. If the building shall be rendered wholly untenantable by reason of
such occurrence, Tenant shall at its own expense cause such damage. to be
repaired, and rent meanwhile shall be abated. To fulfill its obligations under
this Article, Tenant shall have the proceeds of insurance and need not commence
repairs until Landlord has endorsed to Tenant's order the check or checks
representing the insurance proceeds. If Landlord shall fail to so endorse such
check or checks upon request by Tenant, Tenant's obligation to pay rent shall be
abated until Landlord shall so endorse such check or checks. If the damage to
the building is greater than fifty percent (50%) and occurs during the second
renewal term of this lease, Tenant shall have the right, to be exercised by
notice in writing delivered to Landlord within sixty (60) days from and after
the occurrence of the damage, to elect not to reconstruct the building, and in
such event this lease and the tenancy hereby created shall cease as of the date
of this said occurrence, the rent to be adjusted as of such date, and Tenant
shall endorse to Landlord all insurance proceeds paid or to be paid on account
of such damage.

     Section 11.2. If fifty per cent (50%) 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, Tenant shall have the right, to be exercised by notice in writing
delivered to Landlord within sixty (60) days from and after said occurrence, to
elect to cancel and terminate this lease. Upon the giving of such notice, the
term of this lease shall expire by lapse of time upon the third day after such
notice is given, and Tenant shall vacate the leased premises and surrender the
same to Landlord as quickly as reasonable arrangements for removal can be made
by Tenant. Whether or not Tenant shall have exercised its right under this
Section, this lease shall not be terminated if within sixty (60) days from and
after said occurrence, Landlord shall notify Tenant in writing that the Shopping
Center will be substantially restored within



                                     - 16 -


<PAGE>



six months after the date of such written notice.

                                   ARTICLE XII

                                 EMINENT DOMAIN

     Section 12.1. 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 shall terminate as of the date title vests in the condemnor and all
rentals 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.

     Section 12.2. If all or substantially all of the common parking areas in
the Shopping Center shall be acquired or condemned by eminent domain for any
public or quasi-public use or purpose, then the term shall terminate as of the
date title vests in the condemnor unless Landlord shall take immediate steps to
provide and within a reasonable time does 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 the taking of the property for public or quasi-public use. If
Landlord shall so provide such other substantially equal parking facilities,
then this lease shall continue in full force and effect. In any event, Tenant
shall have no claim against Landlord for the value of any unexpired term of this
lease.

     Section 12.3. If any part of the building or more than fifty per cent (50%)
of access to or from North Broad Street or Jefferson Street or any part of the
exit to Oxford Avenue or any part of the area or the lanes described in Sections
5.3 (b) and 5.3 (c) hereof, shall be acquired or condemned by eminent domain for
any public or quasi-public use or purpose, and if such partial taking or
condemnation shall render the



                                     - 17 -


<PAGE>


leased premises practicably unsuitable (or unsuitable in the opinion of any
governmental authority) for the business of Tenant, then the term shall
terminate as of the date of the declaration of taking and Tenant shall have no
claim against Landlord for the value of any unexpired term of this lease. In the
event of a partial taking or condemnation which is not extensive enough to
render the leased premises unsuitable in Tenant's opinion for the business of
Tenant, then Landlord shall promptly restore the leased premises to a condition
comparable to its condition at the time of such condemnation less the portion
lost in the taking, and this lease shall continue in full force and effect.

     Section 12.4. If any part of the parking area in the Shopping Center shall
be acquired or condemned by eminent domain for any public or quasi-public use or
purpose and if, as the result of such partial taking the ratio of square feet of
parking area to square feet of the building floor area of the entire Shopping
Center is reduced to a ratio below that specified in Section 5.3 then the term
shall terminate as of the date of the declaration of taking, unless the Landlord
shall take immediate steps toward increasing, and does with a reasonable time
increase, the parking ratio to that specified in Section 5.3, in which event
this lease shall be unaffected and remain in full force and effect. In any
event, Tenant shall have no claim against Landlord for the value of any
unexpired term of this lease.

     Section 12.5. In the event of any condemnation or taking as hereinbefore
provided, whether whole or partial, the Tenant shall not be entitled to any part
of the award, as damages or otherwise, 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,



                                     - 18 -


<PAGE>


     Section 12.6. 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 leasehold or to the fee of the leased premises, and
although Tenant hereby expressly waives all claims against the Landlord, Tenant
shall have the right to claim and recover from the condemning authority, 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 damages 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, leasehold improvements and equipment.

                                  ARTICLE XIII
                             DEFAULTS AND REMEDIES

     Section 13.1. If Tenant has failed to perform or has violated any of the
terms, covenants, conditions or agreements contained in this lease on Tenant's
part to be performed, Landlord shall so notify Tenant in writing. Thereupon
Tenant shall either (a) correct the matters complained of in such notice within
twenty (20) days after receipt of such notice or in the case of rent within ten
days after receipt of such notice; or (b) if more than such twenty (20) days are
required to correct with reasonable diligence the matters complained of in such
notice, commence to correct them within such twenty (20) days and pursue such
corrective action with reasonable diligence thereafter.

     Section 13.2. Each of the following events shall constitute an event of
Tenant's default hereunder: (a) the failure or omission of Tenant, after notice
of default has been given by Landlord as provided in Section 13.1, to

                                     - 19 -


<PAGE>


take corrective action within the times specified therein; or (b) the taking
possession of the business and property of Tenant by the Department of Banking
of the Commonwealth of Pennsylvania. Tenant shall be in default under this lease
if and only if an event of Tenant's default as provided in this section shall
have occurred.

     Section 13.3. If an event of Tenant's default shall occur at any time,
Landlord may, within a reasonable time thereafter, give Tenant a notice of
intention to end the term, specifying a day not less than ten days nor more than
ninety days after the giving of such notice when the term shall end, and upon
the day so specified in such notice the term shall expire and Tenant shall then
quit and surrender the leased premises to Landlord, but Tenant shall remain
liable as provided in Section 13.7; and Landlord, without prejudice to any other
right or remedy of Landlord hereunder or by law, and notwithstanding any waiver
of any prior breach of condition or event of Tenant's default hereunder, may
re-enter the leased premises either by force or otherwise, or dispossess Tenant
or any legal representative of Tenant or other occupant of the leased premises
by a summary proceeding or other appropriate suit, action or proceeding or
otherwise, and remove their effects and hold the leased premises as if this
lease had not been made.

     Section 13.4. If an event of Tenant's default with respect to the payment
of rent shall occur at any time, Tenant empowers any attorney of any Court to
appear for Tenant in any and all actions to be brought for any arrears of rent
and to sign for Tenant an Agreement for entering in any competent Court an
amicable action or actions for the recovery of such arrears of rent; and
further, in said suits or in said amicable



                                     - 20 -


<PAGE>

action or actions any attorney is hereby authorized to confess judgment against
Tenant for all arrears of rent and for interest and costs including an
attorney's commission of 5 per cent; and so on from time to time as often as
rent shall be in arrears.

     Section 13.5. If Tenant fails to perform any of the provisions, covenants,
agreements, or conditions of this lease on its PART to be performed, Landlord
may, but only after the occurrence of an event of Tenant's default as defined in
Section 13.2, perform it or them on behalf of Tenant. The cost of such
performance shall be paid to Landlord by Tenant upon prompt demand therefor by
Landlord.

     Section 13.6. Tenant, upon the termination of this lease in accordance with
the terms hereof, or in the event of entry of judgment for the recovery of
possession of the leased premises in any action or proceeding, or if Landlord
shall enter the leased premises by process of law or otherwise, hereby waives
any right of redemption provided by any statute, law or decision now or
hereafter in force. However, Landlord will not levy or distrain upon or sell any
property belonging to any customer of Tenant, or held by Tenant in trust for
anyone, for the purpose of enforcing any of Tenant's defaulted obligations under
this lease or for the purpose of enforcing collection of any of Tenant's
monetary obligations to Landlord hereunder, such rights on the part of Landlord
to levy or distrain upon and to sell said property of said third parties being
hereby expressly waived by Landlord.

     Section 13.7. If Landlord shall terminate this lease as provided in Section
13.3, Tenant shall pay to Landlord the rent up to the time of Landlord's
termination of this lease (by recovery of possession of the

                                     - 21 -


<PAGE>


leased premises or otherwise) and thereafter, if Landlord re-lets the leased
premises at then prevailing market rates, Tenant shall pay to Landlord
throughout the balance of the term (as if the term had not been ended by
Landlord's termination) all rent less the net avails of such reletting.

     Section 13.8. If Landlord has failed to perform or has violated any of the
terms, covenants, conditions or agreements contained in this lease on Landlord's
part to be performed, Tenant shall so notify Landlord in writing thereupon
Landlord shall either (a) correct the matters complained of in such notice
within twenty (20) days after receipt of such notice or (b) if more than such
twenty (20) days are required to correct with reasonable diligence the matters
complained of in such notice, commence to correct them within such twenty (20)
days and pursue such corrective action with reasonable diligence thereafter. An
event of Landlord's default hereunder shall be the failure or omission of
Landlord, after notice of default has been given by Tenant as provided in this
section, to take corrective action within the times specified therein.

     Section 13.9. If Landlord fails to perform any of the provisions,
covenants, agreements or conditions of this lease on its part to be performed,
Tenant may, but only after the occurrence of an event of Landlord's default as
defined in Section 13.8, perform it or them on behalf of Landlord. The cost of
such performance shall be paid to Tenant by Landlord, but if such cost is not
paid within ten (10) days after written demand therefor, Tenant may deduct such
cost from the rent reserved hereunder,



                                     - 22 -


<PAGE>



     Section 13.10. The waiver by Landlord of any breach of any term, covenant
or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of 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 rent. No
covenant, term or condition of this lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing by Landlord, nor shall there be any
accord and satisfaction unless expressed in writing and signed by both Landlord
and Tenant.

                                   ARTICLE XIV
                             SURRENDER OF PREMISES

     Section 14.1. At the expiration of the tenancy hereby created, Tenant shall
surrender the leased premises in at least as good condition as the leased
premises were upon delivery of possession thereto under this lease, reasonable
wear and tear and damage by unavoidable casualty excepted, and shall surrender
all keys for the leased premises to Landlord at the place then fixed for the
payment of rent and shall inform Landlord of all combinations on locks, if any,
to be left in the leased premises. Tenant's obligation to observe or perform
this covenant shall survive the expiration or other termination of the term of
this lease, but this Article shall not apply in the case of fire or other
casualty, or condemnation or other event expressly provided for by other
provisions of this lease.

                                     - 23 -


<PAGE>



                                   ARTICLE XV

                  OFFSET STATEMENT, ATTORNMENT, SUBORDINATION

     Section 15.1. Within ten (10) days after request therefor by Landlord, or
if upon any sale, mortgage, assignment or hypothecation of the leased premises
by Landlord, an offset statement shall be required from Tenant; Tenant will
deliver in recordable form a certificate to any proposed mortgagee or purchaser,
or to Landlord, certifying (if such be the case) that this lease is in full
force and effect and there are no defenses or offsets thereto, or stating those
claimed by Tenant. In addition, said offset statement shall certify the dates to
which the net rent and other charges have been paid in advance, if any, and
stating whether or not, to the best knowledge of the signer of such statement,
Landlord is in default in performance of any covenants, agreements or conditions
contained in this lease.

     Section 15.2. Upon request of Landlord, Tenant will subordinate its rights
hereunder to the lien of any future mortgage or mortgages or ground or
underlying leases including all mortgages which may hereafter affect such
leases, or to the lien resulting from any other method of financing or
refinancing, now or hereafter in force against or affecting the land of which
the leased premises are a part, and to all advances made or hereafter to be made
upon the security thereof, Tenant will deliver upon demand to Landlord, at
Landlord's expense, such instrument or instruments as Landlord may reasonably
request to effect such subordination, provided, however, that the holders of
such mortgages or leases will, as consideration for such subordination, by
instrument in writing



                                     - 24 -


<PAGE>

in form for recording, consent to this lease and agree that (i) Tenant shall not
be disturbed in its possession of the leased premises or in its use of any of
the common use areas for any reason other than one which would entitle Landlord
to terminate this lease, and (ii) upon any fore closure of such mortgage the
purchaser at the foreclosure sale will become the Landlord under this lease and
agree to be bound by all of its terms, provided Tenant attorns to such
purchaser, and (iii) if the method of financing requires Tenant to be a
subtenant, there shall be no distraint against Tenant's property for any reason
so long as Tenant is not in default of its obligations under this lease or its
substitute.

                                   ARTICLE XVI

                           ASSIGNMENT AND SUBLETTING

     Section 16.1. Without the written consent of Landlord (which consent shall
not be withheld unreasonably), Tenant's interest in this lease shall not be
assigned nor shall Tenant sublet the leased premises in whole or in part. Any
assignment or sublease pursuant to this section shall not release Tenant from
its obligations under this lease.

     Section 16.2. If there be an assignment of only Landlord's right to receive
rent under this lease, Landlord will remain liable for the performance or
observance of any agreements or conditions on the part of Landlord to be
performed or observed, unless Landlord's assignee shall in writing agree to be
bound by all of the terms and conditions of this lease.

                                  ARTICLE XVII

                           LANDLORD'S RIGHT OF ENTRY

     Section 17.1. Landlord reserves the right to enter the leased premises at
any reasonable time during banking hours to examine or to



                                     - 25 -


<PAGE>


make such repairs, additions or alterations as it may deem necessary for the
safety or preservation thereof, but Landlord assumes no obligation to make
repairs to the leased premises other than those expressly provided for in this
lease.

                                 ARTICLE XVIII

                                 MISCELLANEOUS

     Section 18.1. Neither Landlord nor Tenant shall permit any mechanics' or
materialman's lien to be filed at any time against the leased premises or any
part thereof in connection with any work done by it or caused to be done by it.
If any such lien should be filed, the party which has done or caused to be done
the work for which the lien has been filed, shall promptly cause it to be
discharged of record by payment, deposit, bond, order of a court, or otherwise.

     Section 18.2. It is the intention of the parties to create the relationship
of Landlord and Tenant and no other relationship whatsoever and nothing herein
shall be construed to constitute the parties hereto partners or joint venturers,
or to render either party hereto liable for any of the debts or obligations of
the other party.

     Section 18.3. This lease and the Exhibits, and Schedule, if any, attached
hereto and forming a part hereof, set forth all the covenants, promises,
agreements, conditions and understandings between Landlord and Tenant and there
are no covenants, promises, agreements, conditions or understandings, either
oral or written, between them other than are herein set forth. 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 writing
and signed by them.

                                     - 26 -


<PAGE>


     Section 18.4. If either party hereto shall be delayed or hindered in or
prevented from the performance of any act required 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
reason of a like nature not the fault of the party delayed in performing work or
doing acts required under the terms of this lease, then performance of such act
shall be excused for the period of the delay and the period of the performance
of any such act shall be extended for a period equivalent to the period of such
delay.

     Section 18.5. (a) Any notice by Tenant to Landlord must be served by
certified or registered mail, postage prepaid, addressed to Landlord at the
address first hereinabove given or at such other address as Landlord may
designate by written notice.

          (b) Any notice by Landlord to Tenant must be served by certified or
     registered mail, postage prepaid, addressed to Tenant at the address first
     hereinabove given Attention: Real Estate Division or at such other address
     as Tenant shall designate by written notice.

     Section 18.6. The headings in and index to this lease are solely for
convenience in locating its various provisions and shall not be considered or
referred to in resolving questions of interpretation or construction.

     Section 18.7. Landlord represents and agrees that Landlord will not record
this agreement, but Landlord will execute and deliver such, short form of this
agreement as Tenant, in its sole discretion shall request or require from
Landlord in order to record the provisions of this agreement which Tenant may
deem necessary or desirable to make a matter of record. Landlord will also
execute and deliver in recordable



                                     - 27 -


<PAGE>



form an addendum to such short form, which addendum shall state the actual
beginning of the basic term of this lease.

     Section 18.8. Tenant represents that it has dealt with no broker in this
transaction other than the broker or brokers representing Landlord. Landlord
will pay all brokerage charges connected with the negotiation of this lease.

     Section 18.9. If 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.

     Section 18.10. All rights and liabilities herein given to, or imposed upon,
the respective parties hereto shall extend to and bind the several respective
successors and assigns of the said parties. No rights, however, shall inure to
the benefit of any assignee of Tenant or Landlord unless the assignment to such
assignee has been approved in writing as provided in Article XVI hereof.

     IN WITNESS WHEREOF the parties have caused this lease to be executed and
their respective corporate sear to be hereunto affixed as of the date first
above written.

(Corporate Seal)                          ZION INVESTMENT ASSOCIATES, INC.

Attest:                                   By:
       -----------------------------         -----------------------------
       Secretary                             Chairman


(Corporate Seal)                          THE FIRST PENNSYLVANIA
                                          BANKING AND TRUST COMPANY

Attest:                                   By:
       -----------------------------         -----------------------------
       Assistant Secretary                   Vice President




                                     - 28 -


<PAGE>



                                  EXHIBIT "A"

     To the lease made as of the 10th day of October, 1967 by and between ZION
INVESTMENT ASSOCIATES, INC. and THE FIRST PENNSYLVANIA BANKING AND TRUST
COMPANY.

                         DESCRIPTION OF LEASED PREMISES

     ALL THAT CERTAIN tract of land, Situate in the 20th Ward of the City of
Philadelphia and Commonwealth of Pennsylvania; being Parcel No. 5-A as laid out
on a Plan 10 L 3133, made by William S. Erwin, Registered Professional Engineer,
Fairless Hills, Pennsylvania on the 6th day of October, 1966; bounded and
described as follows, viz:

     BEGINNING at a corner on the Southerly side of Oxford Street (50.0' wide)
and the Easterly side of Broad Street (113' wide); thence along the Southerly
side of Oxford Street, South 78 degrees 39 minutes East 393.0' to a corner;
thence South 11 degrees 21 minutes West 475. 0' to a corner on the Northerly
side of Jefferson Street (50.0' wide); thence along the Northerly side of
Jefferson Street North 78 degrees 39 minutes West 393.0' to a corner on the
Easterly side of the aforesaid Broad Street; thence along the same North 11
degrees 21 minutes East 475.0' to a corner on the Southerly side of Oxford
Street and place of beginning.

     CONTAINING 4. 2855 Acres of Land.

<PAGE>



                            LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "Lease") made as of the 24th day of September,
1999, between FIRST UNION NATIONAL BANK, having an address at The Widener
Building, 1 South Penn Square, Philadelphia, PA 19017, herein designated as the
Landlord, and UNITED BANK OF PHILADELPHIA, having an address at 714 Market
Street, Philadelphia, PA 19105, herein designated as the Tenant;

     WITNESSETH THAT, the Landlord does hereby lease to the Tenant and the
Tenant does hereby rent from the Landlord approximately 5,485 square feet of
space on the first floor of the building (the "Building") known as 3945-49
Chestnut Street, Philadelphia, Pennsylvania (the "Premises") for a term of one
year and seven days, commencing on September 24, 1999 ("Commencement Date") and
ending on March 31, 2000 (the "Term") to be used and occupied only and for no
other purpose than as offices for branch bank. Tenant acknowledges and agrees
that a portion of the Premises is presently subject to a month to month lease
with a third party for the operation of a dry cleaners. Contemporaneously
herewith Landlord is assigning all of its right title and interest under such
lease to Tenant, and Tenant is assuming the obligations of landlord thereunder.
Such lease shall be referred to herein as the "Drycleaner's Lease."

     (The Building and the land on which it is located are sometime hereinafter
referred to as the "Landlord's Real Property").

     UPON THE FOLLOWING CONDITIONS AND COVENANTS:

     1. Payment of Rent: The Tenant covenants and agrees to pay to the Landlord,
as annual rent for and during the Term hereof, the sum of Fifty Four Thousand
Eighty-Five Dollars ($54,8500.00) (the "Rent") payable in equal monthly
installments, in advance, of Four Thousand Five Hundred Seventy and 83/100
Dollars ($4,570.83), commencing September 24, 1999. The Rent shall be payable
without deduction or setoff and without notice or demand. The Rent shall be made
payable to the Landlord and mailed to CB Commercial Real Estate Group, Inc., T/A
First Union National Bank, Rental Income Account, Department 0991, McLean,
Virginia 22109-0991. Because


<PAGE>



the Commencement Date does not fall on the first day of a calendar month, the
Rent for the calendar month in which the Commencement Date occurs shall be
prorated on a per diem basis.

     2. Additional Rent: All amounts which the Tenant is required to pay
pursuant to this Lease, including interest and costs which may be added for
nonpayment or late payment and attorney and collection fees, will constitute
additional rent ("Additional Rent") and if the Tenant fails to pay such
Additional Rent when due, the Landlord will have the right to pay the same and
will have all rights, powers and remedies with respect thereto as are provided
herein or by law in the case of non-payment of Rent.

     3. Repairs and Care:

     A. The Tenant has examined the Premises and has entered into this Lease
without any representation on the part of the Landlord as to the condition
thereof. The Tenant takes the Premises AS-IS WHERE-IS.

     B. The Tenant shall take good care of the Premises and shall, at the
Tenant's own cost and expense, make all repairs to the Premises and maintain,
repair and replace the systems, including, but not limited to plumbing,
electric, heating and air conditioning systems servicing the Premises, and shall
maintain the Premises in good condition and state of repair. At the expiration
or earlier termination of the Term hereof, the Tenant shall deliver the Premises
in good order and condition, wear and tear from reasonable use thereof, and
damage by the elements not resulting from the neglect or fault of the Tenant,
excepted. The Tenant shall neither encumber nor obstruct the sidewalks,
driveways and entrances, but shall keep and maintain the same in a clean
condition, free from debris, trash, and refuse.

     4. Damage and Repair: In case of the destruction of or any damage to the
glass in the Premises, or the destruction of or damage of any kind whatsoever to
the Premises, caused by the carelessness, negligence or improper conduct on the
part of the Tenant or the Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors, the Tenant shall repair the said
damage or replace or restore any destroyed parts of the Premises, as speedily as
possible, at the Tenant's own cost and expense.

     5. Alterations and Improvements:

     A. The Landlord shall have no obligation to make any alterations,
additions, or improvements.


                                       2
<PAGE>



     B. The Tenant shall make no alterations, additions or improvements; and no
climate regulating, air conditioning, cooling, heating or sprinkler systems,
television or radio antennas, heavy equipment, apparatus and fixtures, shall be
installed in or attached to the Premises, without the prior written consent of
the Landlord.

     C. If the Landlord shall give its prior written consent, the Tenant may
make alterations, installations, additions or improvements, subject to all
provisions of this Section. Such alterations, installations, additions or
improvements shall be non-structural and shall not affect utility services or
plumbing and electrical lines in or to the interior of the Premises. Such
alterations, installations, additions or improvements shall be performed by
using contractors or mechanics first approved in writing by the Landlord.

          (i) All fixtures, all electrical items and all panelling, partitions,
     railings and like installations, installed in the Premises at any time,
     either by the Tenant or by the Landlord in the Tenant's behalf, shall
     become the property of the Landlord and shall remain upon and be
     surrendered with the Premises unless the Landlord, by notice to the Tenant
     no later than thirty (30) days prior to the date fixed as the expiration or
     earlier termination of this Lease, elects to have them removed by the
     Tenant, in which event, the same shall be removed from the Premises by the
     Tenant forthwith. Nothing in this Section shall be construed to prevent the
     Tenant's removal of trade fixtures, but upon removal of any such trade
     fixtures from the Premises, or upon removal of other installations as may
     be required or permitted by the Landlord, pursuant to the immediately
     preceding sentence or otherwise required or permitted by the Landlord, the
     Tenant shall immediately and at its expense, repair and restore the
     Premises in a good and workmanlike manner to the condition existing prior
     to installation, and shall repair any damage to the Premises resulting from
     such removal.

          (ii) All property permitted or required to be removed by the Tenant at
     the expiration or earlier termination of the Term of this Lease after the
     Tenant's removal shall be deemed abandoned and may, at the election of the
     Landlord, either be retained as the Landlord's property or may be removed
     from the Premises by the Landlord at the Tenant's sole cost and expense,
     which right of the Landlord shall survive the expiration or earlier
     termination of the Term of this Lease.

          (iii) The following conditions shall apply with respect to all
     alterations and construction that may be undertaken by the Tenant
     hereunder, upon the prior written consent of the Landlord:



                                       3


<PAGE>



               (a) No alteration or construction shall be undertaken until the
          Tenant shall have procured and paid for, so far as the same may be
          required from time to time, all permits and authorizations of any
          federal, state, county or municipal government or departments or
          subdivisions of any of them having jurisdiction. The Landlord shall
          join in the application for such permits or authorizations as
          necessary. The Tenant shall provide the Landlord with copies of such
          permits/authorizations prior to the commencement of such work.

               (b) Any alteration or construction shall be made promptly
          (unavoidable delays excepted) and in good and workmanlike manner, and
          in compliance with all applicable permits, authorizations, building
          and zoning laws, and in compliance with all other applicable laws,
          ordinances, orders, rules, regulations and requirement of all federal,
          state, county, and municipal governments, departments, commissions,
          boards and offices ("Governmental Authorities"), and any national or
          local Insurance Rating Bureau, or any other body hereafter exercising
          functions similar to those of any of the foregoing.

               (c) The cost of any such alteration or construction shall be paid
          promptly so that the Premises shall be free at all times of liens for
          labor and materials supplied or claimed to have been supplied to the
          Premises and free from any encumbrances, chattel mortgages,
          conditional bills of sale or security interests. At all times during
          the conduct of any work in connection therewith, all contractors,
          materialmen, and suppliers shall execute and deliver to the Tenant
          releases of any rights under construction lien or similar statutes.
          Such releases shall be in proper statutory form and shall be delivered
          to the Landlord upon request of the Landlord. In the event costs are
          not paid, such that construction liens or other encumbrances shall be
          placed upon the Premises, the Landlord may, but shall not be
          obligated, to make such payments as shall discharge such liens or
          other encumbrances in which event such payments made by the Landlord
          shall be added to and become payable as Additional Rent, with the
          installment of Rent next due or within thirty (30) days of demand
          thereof, whichever occurs sooner.

               (d) To the end that there shall be no labor dispute which would
          interfere with the construction or operation of any of the Premises,
          the Tenant agrees to engage the services of only such contractors and
          subcontractors (for any work which the Tenant does, whether or not
          such work is permitted or required pursuant to the Lease) as will work
          in harmony and without causing any labor dispute with each other, with
          the Landlord's contractors and subcontractors and all others working
          in or upon the Premises, or any of them, and the Tenant shall



                                       4
<PAGE>



          employ and shall require its contractors and subcontractors to employ
          only such labor as will work in harmony and without causing any labor
          dispute with all other labor then working in the Premises.
          Furthermore, only those contractors and subcontractors as have been
          duly licensed by the authority having jurisdiction over the
          appropriate profession and which have been approved in writing by the
          Landlord may perform any work for the Tenant in or upon the Premises.
          The Landlord's consent to the Tenant's contractors shall not be
          unreasonably withheld.

               (e) Adequate insurance in accordance with the requirements of
          sub-section 9 C shall be procured by the Tenant and/or its contractors
          before the commencement of any alteration or construction.

     6. Signs: The Tenant shall not place nor allow to be placed any signs of
any kind whatsoever, upon, in or about the Premises or any part thereof, except
of a design and structure and in or at such places as may be indicated and
consented to by the Landlord in writing prior to such placement. In case the
Landlord or the Landlord's agents, employees or representatives shall deem it
necessary to remove any such signs in order to paint or make any repairs,
alterations or improvements in or upon said Premises or any part thereof, they
may be so removed, but shall be replaced at the Landlord's expense when the said
repairs, alterations or improvements shall have been completed. Any signs
permitted by the Landlord shall at all times conform with all municipal
ordinances or other laws and regulations applicable thereto.

      7. Utilities: The Tenant shall pay when due the costs of all utilities
directly to the utility company supplying the same. Without limiting the
generality of the foregoing, Tenant shall be solely responsible for all refuse
disposal, water and sewer charges, gas, electricity, heat, and any other
utilities used by the Tenant which are or may be assessed or imposed upon the
Premises or which are or may be charged to the Landlord by the suppliers thereof
during the Term hereof, and if not paid, such charges shall be added to and
become payable as Additional Rent, with the installment of Rent next due or
within thirty (30) days of demand thereof, whichever occurs sooner. The Tenant
shall be responsible for all telephone and cable charges to the Premises. The
Tenant shall provide and pay for janitorial service to the Premises.

     8. Compliance with Laws: The Tenant shall obtain any and all local, state,
and federal governmental or regulatory approvals/permits, at its sole cost and
expense, prior to any work being performed in the Premises and to its occupancy
of the Premises. In addition, the Tenant shall promptly comply with all laws,
ordinances, rules,



                                       5


<PAGE>



regulations, requirements and directives of Governmental Authorities applicable
to and affecting the Premises and the Tenant's use and occupancy thereof, and
for the correction, prevention and abatement of nuisances, violations or other
grievances in, upon or connected with the Premises, during the Term hereof; and
shall promptly comply with all orders, regulations, requirements and directives
of the Board of Fire Underwriters or similar authority and of any insurance
companies which have issued or are about to issue policies of insurance covering
the said Premises and its contents, for the prevention of fire or other
casualty, damage or injury, at the Tenant's sole cost and expense. The Tenant
shall be responsible for the obtaining of a Certificate of Occupancy as to its
use of the Premises. The Tenant shall not place a load upon any floor of the
Premises exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law. The Landlord reserves the right to prescribe
the weight and position of business machines and mechanical equipment, which
installations shall be placed and maintained by the Tenant, at the Tenant's sole
cost and expense, in settings sufficient, in the Landlord's judgment, to absorb
and prevent vibration, noise and annoyance.

      9.   Insurance:




                                       6


<PAGE>



          A. The Tenant shall, at its sole cost and expense, the following
     insurance coverage during the Term: (i) all-risk insurance, or its
     equivalent, insuring the Tenant's interest in its improvements to the
     Premises and any and all furniture, equipment, supplies, contents and other
     property owned or leased by it and contained therein, such insurance
     coverage to be in an amount equal to the full insurable value of such
     improvements and property, as such may increase from time to time; (ii)
     worker's compensation insurance as required by applicable law, and (iii)
     insurance on the building and other improvements on the Landlord's Real
     Property against loss or damage by fire or other casualty with endorsements
     providing what is commonly known as all risk tire and extended coverage
     (but not including flood or earthquake coverage), vandalism and malicious
     mischief insurance, in an amount equal to the full replacement cost thereof
     (which policy shall name Landlord as loss payee and additional insured).
     The Tenant shall also procure and maintain throughout the Term a policy or
     policies of insurance, insuring the Tenant, the Landlord, and any other
     person designated by the Landlord, against any and all liability or claims
     of liability for injury to or death of a person or persons, for damage to
     property occasioned by or arising out of any construction work being done
     on the Premises, or arising out of, occasioned by, or resulting from the
     condition, use, or occupancy of the Premises, or other portions of the
     Building or property, such policy to have a combined single limit of not
     less than One Million Dollars ($1,000,000) for any bodily injury or
     property damage occurring as a result of or in conjunction with the above.

          B. All said insurance policies shall be carried with companies
     licensed to do business in the Commonwealth of Pennsylvania reasonably
     satisfactory to the Landlord and shall be noncancellable except after ten
     (10) days' prior written notice to the Landlord. Duly executed certificates
     of such insurance shall be delivered to the Landlord prior to the
     Commencement Date and at least thirty (30) days prior to the expiration of
     each respective policy term. Each insurance policy will contain a provision
     requiring thirty (30) days' prior written notice to the Landlord and any
     named insured if the policy is canceled or not renewed.

          C. Throughout the making of any alterations or improvements (if
     permitted by the Landlord under Section 5 and other than mere decorations)
     by the Tenant, its agent, contractors, or employees, the Tenant, at its
     sole cost and expense, shall carry or cause to be carried (i) worker's
     compensation insurance in statutory limits, covering all persons employed
     in connection with such alternations or improvements, (ii) all-risk
     property insurance,



                                       7
<PAGE>



     completed value form, covering all physical loss (including any loss of or
     damage to supplies, machinery, and equipment) in connection with the making
     of such alterations or improvements, and (iii) comprehensive liability
     insurance, with completed operations endorsement, covering any occurrence
     in or about the Premises, Building, or property in connection with such
     improvements, which comprehensive liability insurance policy shall have a
     combined single limit of not less than One Million Dollars ($1,000,000).
     The Tenant shall furnish the Landlord with satisfactory evidence that such
     insurance is in effect before the commencement of its improvements and, on
     request, at reasonable intervals thereafter. Duly executed certificates of
     such insurance shall be delivered to the Landlord prior to the commencement
     of any such alterations or improvements. Each policy shall name the
     Landlord and any other person designated by the Landlord as an additional
     insured and shall contain a provision requiring ten (10) days' prior
     written notice to the Landlord and any named insured if the policy is
     canceled or not renewed.

     10. Assignment: Except for the Drycleaner's Lease, the Tenant shall not
assign, mortgage or hypothecate this Lease, nor sublet or sublease the Premises
or any part thereof at any time during the Term of this Lease.

     11. Restriction of Use: The Tenant shall not occupy or use the Premises or
any part thereof, nor permit or suffer the same to be occupied or used for any
purposes other than as herein limited, nor for any purpose deemed unlawful,
disreputable, or extra hazardous, on account of fire or other casualty.

     12. Subordination: This Lease shall not be a lien against the Premises in
respect to any mortgages that may hereafter be placed upon said Premises. The
recording of such mortgage or mortgages shall have preference and precedence and
be superior and prior in lien to this Lease, irrespective of the date of
recording and the Tenant agrees to execute any instruments, without cost, which
may be deemed necessary or desirable, to further effect the subordination of
this Lease to any such mortgage or mortgages. A refusal by the Tenant to execute
such instruments shall entitle the Landlord to the option of terminating this
Lease, and the Term hereof is hereby expressly limited accordingly.

     13. Condemnation and Eminent Domain: If the Landlord's Real Property, or
any portion thereof, shall be taken under eminent domain or condemnation
proceedings, or if suit or other action shall be instituted for the



                                       8


<PAGE>



taking or condemnation therefor, of if in lieu of any formal condemnation
proceedings or actions, the Landlord shall grant an option to purchase and/or
shall sell and convey the said Premises or any portion thereof, to any
governmental or other public authority, agency, body or public utility, seeking
to take the Premises and the Landlord's Real Property or any portion thereof,
then this Lease, at the option of the Landlord, shall terminate, and the Term
hereof shall end as of such date as the Landlord shall fix by notice in writing;
and the Tenant shall have no claim or right to claim or be entitled to any
portion of any amount which may be awarded as damages or paid as the result of
such condemnation proceedings or paid as the purchase price for such option,
sale or conveyance in lieu of formal condemnation proceedings; and all rights of
the Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant
agrees to execute and deliver any instruments, at the expense of the Landlord,
as may be deemed necessary or required to expedite any condemnation proceedings
or to effectuate a proper transfer of title to such governmental or other public
authority, agency, body or public utility seeking to take or acquire the
Landlord's Real Property and the Premises or any portion thereof. The Tenant
covenants and agrees to vacate the said Premises, remove all the Tenant's
personal property therefrom and deliver up peaceable possession thereof to the
Landlord or to such other party designated by the Landlord in the aforementioned
notice.

     Anything hereinabove to the contrary notwithstanding, it is understood
that, without affecting the Landlord's award as above referred to, the Tenant
may make such independent claim as the law may allow with respect to the
Tenant's moving expenses, relocation expenses, and actual direct losses to
tangible personal property.

     14. Fire and Other Casualty: In case of fire or other casualty, the Tenant
shall give immediate notice to the Landlord and shall assign to Landlord the
casualty insurance proceeds described in Section 9(A) above. If the Premises
shall be partially damaged by fire, the elements or other casualty, provided
that the Landlord receives the proceeds of insurance described in Section 9(A)
above, the Landlord shall repair the same as speedily as practicable, but the
Tenant's obligation to pay the Rent hereunder shall not cease. If, in the sole
and exclusive opinion of the Landlord, the Premises have been so extensively and
substantially damaged as to render them untenantable, then the Rent shall cease
until such time as the Premises shall be made tenantable by the Landlord.
However, if, in the sole and exclusive opinion of the Landlord, the Premises
have been totally destroyed or so extensively and substantially damaged as to
require practically a rebuilding thereof, then the Rent shall be paid up to the
time of such destruction


                                       9

<PAGE>



and then and from thenceforth this Lease shall terminate, Landlord shall be
entitled to. receive all proceeds of insurance pertaining to the casualty and
neither party shall have any further liability or obligation hereunder. In no
event however, shall the provisions of this Section become effective or be
applicable if the tire or other casualty and damage shall be the result of the
carelessness, negligence or improper conduct of the Tenant or the Tenant's
agents, employees, guests, licensees, invitees, subtenants, assignees or
successors. In such case, the Tenant's liability for the payment of the Rent and
the performance of all the covenants, conditions and terms hereof on the
Tenant's part to be performed shall continue and the Tenant shall be liable to
the Landlord for the damage and loss suffered by the Landlord. If the Tenant
shall have been insured against any of the risks herein covered, then the
proceeds of such insurance shall be paid over to the Landlord to the extent of
the Landlord's costs and expenses to make the repairs hereunder, and such
insurance carriers shall have no recourse against the Landlord for
reimbursement.

     15. Reimbursement of the Landlord: If the Tenant shall fail or refuse to
comply with and/or perform any conditions and covenants of this Lease, the
Landlord may, if the Landlord so elects, carry out and perform such conditions
and covenants, at the cost and expense of the Tenant, and the cost and expense
of so doing shall be payable on demand or, at the option of the Landlord, shall
be considered Additional Rent payable with the next installment of Rent due
immediately thereafter, but in no case later than one month after such demand,
whichever occurs sooner. This remedy shall be in addition to such other remedies
as the Landlord may have hereunder by reason of the breach by the Tenant of any
of the covenants and conditions contained in this Lease.

     16. Inspection and Repair: The Tenant agrees that the Landlord and its
agents, employees and representatives shall have the right to enter into and
upon the Premises or any part thereof, at all reasonable hours, for the purpose
of examining the same or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. This clause shall not be
deemed or construed to be a covenant by or obligation of the Landlord to make
such inspection or repairs. In the event that the Landlord undertakes repairs to
the Premises, there shall be no allowance to the Tenant for diminution of rental
value and no liability on the part of the Landlord by reason of inconvenience,
annoyance or injury to the Tenant's business arising -from the Landlord's making
repairs.

     17. Right to Exhibit: The Tenant agrees to permit the Landlord and its
agents, employees and representatives to show the Premises to persons wishing to
rent or purchase the same, and the Tenant agrees that on


                                       1O


<PAGE>



and after sixty (60) days next preceding the expiration of the Term hereof, the
Landlord and its agents, employees and representatives shall have the right to
place notices on the front of the Premises or any part thereof, offering the
Premises for rent or for sale.

     18. Inability to Obtain Insurance; Increase of Insurance Rates:

          A. If, for any reason, it shall be impossible for the Landlord to
     obtain fire and other hazard insurance on the Landlord's Real Property, in
     an amount and in the form and through insurance companies acceptable to the
     Landlord, the Landlord may, if the Landlord so elects at any time
     thereafter, terminate this Lease and the Term hereof, upon giving to the
     Tenant fifteen (15) days' prior written notice of the Landlord's intention
     so to do, and upon the giving of such notice, this Lease and the Term
     hereof shall terminate.

          B. If by reason of the use to which the Premises are put by the Tenant
     or the character of or the manner in which the Tenant's business is carried
     on, the insurance rates for fire and other hazards shall be increased, the
     Tenant shall upon demand, pay to the Landlord, as Additional Rent, the
     amounts by which the premiums for such insurance are increased. Such
     payment shall be paid with the next installment of Rent but in no case
     later than one month after such demand, whichever occurs sooner.

     19. Removal of the Tenant's Property: Any equipment, fixtures, goods or
other property of the Tenant remaining in the Premises upon the termination of
this Lease, or upon any quitting, vacating or abandonment of the Premises by the
Tenant, or upon the Tenant's eviction, shall be considered as abandoned and the
Landlord shall have the right, without any notice to the Tenant, to sell or
otherwise dispose of the same, at the Tenant's sole cost and expense, and the
Landlord shall not be accountable to the Tenant for any part of the proceeds of
such sale, if any.

     20. Tenant's Default: The occurrence of any one or more of the following
events will constitute a default hereunder:

          A. Tenant fails to pay Rent and/or Additional Rent due hereunder on
     any day upon which the same is to be paid, and such default continues for
     ten (10) days after the due date thereof.

          B. Tenant voluntarily assigns this Lease or subleases the Premises, or
     any part thereof.



                                       11


<PAGE>



          C. Tenant makes an assignment for the benefit of creditors, files a
     petition in bankruptcy or for reorganization or for an arrangement pursuant
     to the Bankruptcy Act of the United States, or shall be adjudicated a
     bankrupt, or shall admit in writing its inability to pay its debts
     generally as they become due, or if a petition or answer proposing the
     adjudication of the Tenant as a bankrupt pursuant to the Bankruptcy Act of
     the United States or any similar federal or state law is tiled and such
     petition or answer shall not be discharged or denied within sixty (60)
     calendar days after the date of filing thereof.

          D. A receiver, trustee or liquidator of the Tenant or of all or
     substantially all the property of the Tenant or of its interest in the
     Premises shall be appointed in any proceeding brought by the Tenant, or if
     any such receiver, trustee or liquidator shall be appointed in any
     proceeding brought against the Tenant and such receiver, trustee or
     liquidator shall not be discharged within sixty (60) calendar days after
     such appointment.

          E. The Premises shall have been abandoned or deserted, vacated or
     vacant, or left unoccupied for fifteen (15) consecutive calendar days.

          F. This Lease or the estate of the Tenant hereunder shall pass to
     another by virtue of any court proceedings, writ of execution, levy, sale,
     or by operation of law.

          G. The occurrence of any other event which is defined as a default
     elsewhere in this Lease, together with the passage of the applicable grace
     period, if any, without cure.

          H. Tenant fails to observe or perform any of the other covenants,
     conditions or provisions of this Lease to be observed or performed by the
     Tenant, or the Tenant shall do or permit any thing to be done, whether by
     action or inaction, contrary to any of the Tenant's obligations hereunder,
     and the Tenant fails to cure such default within fifteen (15) days after
     notice thereof in writing to the Tenant or if such default cannot be
     reasonably cured within fifteen (15) days, unless the Tenant begins such
     cure within fifteen (15) days and diligently pursues such cure to
     completion within thirty (30) days after said notice; provided, however,
     that if the Tenant shall default in the performance of any such covenant,
     condition or provision of this Lease two (2) or more times in any twelve
     (12) month period, and notwithstanding that such defaults have been cured
     by the Tenant, any further similar default shall be deemed a default
     without the ability for cure.

      21.   Remedies:



                                       12


<PAGE>



          A. Upon the occurrence of any one or more such events of default set
     forth in Section 20, the Landlord, in addition to any other remedies herein
     contained or as may be permitted by law, may (i) cancel and terminate this
     Lease upon written notice to the Tenant (whereupon the Term shall terminate
     and expire, and the Tenant shall then quit and surrender the Premises to
     the Landlord, but the Tenant shall remain liable as hereinafter provided)
     and/or (ii) at any time thereafter, re-enter and resume possession of the
     Premises as if this Lease had not been made, the Tenant hereby waiving the
     service of any notice of intention to re-enter or to institute legal
     proceedings to that end.

          B. If this Lease shall be terminated or if the Landlord shall be
     entitled to re-enter the Premises and dispossess or remove the Tenant
     under the provisions of this Section (either or both of which events are
     hereinafter referred to as a "Termination"), the Landlord or the Landlord's
     agents or servants may immediately or at any time thereafter re-enter the
     Premises and remove therefrom the Tenant, its agents, employees, servants,
     licensees, and any subtenants and other persons, firms or corporations, and
     all or any of its or their property therefrom, either by summary dispossess
     proceedings or by any suitable action or proceeding at law or by peaceable
     re-entry or otherwise, without being liable to prosecution or damages
     therefor, and may repossess and enjoy the Premises, including all
     additions, alterations and improvements thereto.

          C. In case of Termination, the Rent and all other charges required to
     be paid by the Tenant hereunder shall thereupon become due and shall be
     paid by the Tenant up to the time of the Termination, and the Tenant shall
     also pay to the Landlord all reasonable expenses which the Landlord may
     then or thereafter incur as a result of or arising out of a Termination,
     including, but not limited to court costs, attorneys' fees, brokerage
     commissions, and costs of terminating the tenancy of the Tenant,
     re-entering, dispossessing or otherwise removing the Tenant, and restoring
     the Premises to good order and condition, and, from time to time, altering
     and otherwise preparing the same for re-letting. Upon a Termination, the
     Landlord may, at any time and from time to time, re-let the Premises, in
     whole or in part, either in its own name or as the Tenant's agent, for a
     term or terms which, at the Landlord's option, may be for the remainder of
     the then current Term, or for any longer or shorter period, without being
     obligated to "mitigate" the Tenant's damages.




                                       13

<PAGE>



          D. In addition to the payments required by sub-section B, the Tenant
     shall be obligated to, and shall, pay to the Landlord upon demand and at
     the Landlord's option:

               (i) liquidated damages in an amount which, at the time of
          Termination, is equal to the excess, if any, of the then present
          amount of the installments of Rent reserved hereunder, for the period
          which would otherwise have constituted the unexpired portion of the
          then current Term, over the then present rental value of the Premises
          for such unexpired portion of the then current Term; or

               (ii) damages (payable in monthly installments, in advance, on the
          first day of each calendar month following the Termination, and
          continuing until the date originally fixed herein for the expiration
          of the Term) in amounts equal to the excess, if any, of the sums of
          the aggregate expenses paid by the Landlord during the month
          immediately preceding such calendar month for all such items as, by
          the terms of this Lease, are required to be paid by the Tenant, plus
          an amount equal to the installment of Rent which would have been
          payable by the Tenant hereunder in respect to such calendar month, had
          this Lease not been terminated, over the sum of rents, if any,
          collected by or accruing to the Landlord in respect to such calendar
          month pursuant to a re-letting or to any holding over by any
          subtenants of the Tenant.

          E. The Landlord shall in no event be liable for failure to re-let the
     Premises or in the event that the Premises are re-let, for failure to
     collect rent due under such re-letting; and in no event shall the Tenant be
     entitled to receive any excess of rent over the sums payable by the Tenant
     to the Landlord hereunder but such excess shall be credited to the unpaid
     Rent due hereunder, and to the expenses of re-letting as provided herein.

          F. Suit or suits for the recovery of damages hereunder, or for any
     installments of Rent and/or Additional Rent, may be brought by the Landlord
     from time to time at its election, and nothing herein contained shall be
     deemed to require the Landlord to postpone suit until the date when the
     Term would have expired if it had not been terminated under the provisions
     of this Lease, or under any provision of law, or had the Landlord not
     re-entered into or upon the Premises.

          G. Anything herein to the contrary notwithstanding, the Landlord shall
     have the option to accelerate all future installments of Rent and/or
     Additional Rent due and to hold the Tenant responsible, in advance, for the
     aggregate "damages" (as described in this Section) to be suffered by the
     Landlord during the remainder of the



                                       14


<PAGE>



     then current Term or renewal Term, as well as damages covering any renewal
     Term the option for which shall have been exercised by the Tenant.

          H. The Landlord, at its option, in addition to any and all remedies
     available to it, shall have the right to charge a fee for payment of Rent
     and/or Additional Rent received later than the fifth (5th) day of the month
     in which said Rent and/or Additional Rent was due, which fee shall be ten
     percent (10%) of the amount of such overdue Rent and/or Additional Rent.

          1. The Tenant hereby waives all rights of redemption to which the
     Tenant or any person claiming under the Tenant might be entitled, after an
     abandonment of the Premises, or after a surrender and acceptance of the
     Premises and the Tenant's leasehold estate, or after a dispossession of the
     Tenant from the Premises, or after a termination of this Lease, or after a
     judgment against the Tenant in an action in ejectment, or after the
     issuance of a final order or warrant of dispossess in a summary proceeding,
     or in any other proceeding or action authorized by any rule of law or
     statute now or hereafter in force or effect.

     22. Limitation of Liability of the Landlord: The Landlord shall not be
liable for any damage or injury which may be sustained by the Tenant or any
other person, as a consequence of the failure, breakage, leakage or obstruction
of the water, plumbing, steam, sewer, waste or soil pipes, roof, drains,
leaders, gutters, valleys, downspouts or the like or of the electrical, gas,
power, conveyor, refrigeration, sprinkler, air conditioning or heating systems,
elevators or hoisting equipment; or by reason of the elements; or resulting from
the carelessness, negligence or improper conduct on the part of the Tenant or
any other tenant of the Landlord or of any agent, employee, guest, licensee,
invitee, subtenant, assignee or successor of the Landlord, the Tenant or any
other tenant of the Landlord; or attributable to any interference with,
interruption of or failure, beyond the control of the Landlord, of any services
to be furnished or supplied by the Landlord.

     23. Non-Waiver by the Landlord: The various rights, remedies, options and
elections of the Landlord, expressed herein, are cumulative, and the failure of
the Landlord to enforce strict performance by the Tenant of the conditions and
covenants of this Lease or to exercise any election or option or to resort or
have recourse to any remedy herein conferred or the acceptance by the Landlord
of any installment of Rent and/or Additional Rent after any breach by the
Tenant, in any one or more instances, shall not be deemed to be a waiver or a
relinquishment for



                                       15


<PAGE>



the future by the Landlord of any such conditions and covenants, options,
elections or remedies, but the same shall continue in full force and effect.

     24. Non-Performance by the Landlord: This Lease and the obligation of the
Tenant to pay the Rent and Additional Rent hereunder and to comply with the
covenants and conditions hereof, shall not be affected, curtailed, impaired or
excused because of the Landlord's inability to supply any service or material
called for herein, by reason of (i) any rule, order, regulation or preemption by
any Governmental Authority or (ii) any delay which may arise by reason of
negotiations for the adjustment of any tire or other casualty loss, (iii)
strikes or other labor trouble, or (iv) any cause beyond the control of the
Landlord.

     25. Validity of Lease: The provisions of this Lease shall be deemed to be
severable. If any provision herein contained shall be adjudged to be invalid or
unenforceable by a court of competent jurisdiction or by operation of any
applicable law, it shall not affect the validity of any other provision herein,
but such other provisions shall remain in full force and effect.

     26. Notices: All notices required under the terms of this Lease shall be
given and shall be complete by mailing such notices by certified or registered
mail, return receipt requested, as follows:

to the Landlord c/o:
                       First Union National Bank
                       The Widener Building, 14th Floor
                       1 South Penn Square
                       Philadelphia, PA 19107
                       ATTN: Corporate Real Estate Depart.PA4118

to the Tenant at:      United Bank of Philadelphia
                       P.O. Box 54212
                       Philadelphia, PA 19105-4212
                       ATTN: Dr. Emma C. Chappell

or such other address as may be designated in writing, which notice of change of
address shall be given in the same manner.

     27. Quiet Enjoyment: The Landlord covenants and represents that the
Landlord has the right and authority to enter into, execute and deliver this
Lease; and does further covenant that the Tenant on paying the Rent and the
Additional Rent and performing the conditions and covenants herein contained,
shall and may peaceably and



                                       16


<PAGE>



quietly have, hold and enjoy the Premises for the duration of the Term, subject
to early termination thereof in accordance with the provisions hereof.

     28. Entire Agreement: This Lease contains the entire agreement between the
parties. No representative, agent or employee of the Landlord has been
authorized to make any representations or promises with reference to the within
letting or to vary, alter or modify the Terms hereof. No additions, changes or
modifications, renewals or extensions hereof shall be binding unless reduced to
writing and signed by the Landlord and the Tenant.

     29. Real Estate and Use and Occupancy Tenant shall pay to the Landlord,
as Additional Rent hereunder, upon the Landlord's demand any use and occupancy
tax which may be due to the City of Philadelphia as a result of Tenant's use and
occupancy of the Leased Premises. In addition, Tenant shall pay to the Landlord,
as Additional Rent hereunder, upon Landlord's demand, all real estate taxes and
assessments, general and special, water taxes and all other impositions,
ordinary and extraordinary of every kind and nature whatsoever, which during the
Term may be levied or assessed against the Landlord's Real Property (including
the land and improvements). Tenant shall not be required to pay any inheritance,
estate, succession, transfer, gross receipts, franchise, corporation, net income
or profit tax or capital levy imposed upon Landlord. All such taxes and
assessments which shall become payable during each of the calendar, fiscal, tax
or assessment years within the Term, as applicable, shall be ratably adjusted on
a per diem basis between Landlord and Tenant in accordance with the respective
portions of such calendar, fiscal, tax or assessment year which fall within the
Term.

     30. Broker: The Landlord and the Tenant represent and warrant to the other
that they have not dealt with any broker, finder or similar agent in connection
with the transaction contemplated by this Lease, and that they have not taken
any action which would result in any broker's, finder's, or other fee or
commission being due or payable to any other party in connection with the
transaction contemplated hereby. Each of the Landlord and the Tenant shall
indemnify and hold harmless the other against any and all liability, loss, cost
and expense (including reasonable attorney's fees) resulting from a breach of
said representation and warranty of the indemnifying party. The provisions of
this Section 30 shall survive the termination of this Lease.



                                       17


<PAGE>



     31. Construction Liens: If any construction or other liens shall be created
or filed against the Premises or the Landlord's Real Property by reason of labor
performed or materials furnished for the Tenant in the erection, construction,
completion, alteration, repair or addition to any building or improvement, the
Tenant shall upon demand, at the Tenant's own cost and expense, cause such lien
or liens to be satisfied and discharged of record together with any Notices or
Lien Claims that may have been filed. Failure so to do, shall entitle the
Landlord to resort to such remedies as are provided herein in the case of any
default of this Lease, in addition to such as are permitted by law.

     32. Waiver of Subrogation Rights: The Tenant waives all rights of recovery
against the Landlord or the Landlord's agents, employees or other
representatives, for any loss, damages or injury of any nature whatsoever to
property or persons for which the Tenant is insured. The Tenant shall obtain
from the Tenant's insurance carriers and shall deliver to the Landlord, waivers
of the subrogation rights under the respective policies.

     33. Security Deposit: INTENTIONALLY OMITTED.

     34. Option to Renew: If the Tenant is not in default either at the time
notice of renewal is due or at the commencement date of the renewal Term, the
Tenant shall have the option to renew or extend the Term of the Lease from the
date upon which it would otherwise expire for three (3) additional periods of
six (6) months each (each, a "Renewal Term"). The Tenant shall give the Landlord
written notice of its intention to renew this Lease at least ninety (90) days
prior to the expiration of the then current Term or Renewal Term, as applicable.
Each Renewal Term shall be on the same terms and conditions as stated in this
Lease, except that Rent shall be an amount equal to $82,275.00 per year, payable
in equal monthly installments of $6,856.25 each. The word "Term" as used in this
Lease shall include the above-mentioned Renewal Term(s).

     35. Equal Opportunity: The Landlord does not discriminate against any
employee or applicant for employment because of race, creed, color, age, sex,
national origin, marital status, liability for service in the armed forces,
disability due to veteran status, status as veteran of the Vietnam era, or the
handicapped, but it will comply with all the requirements of the Equal
Opportunity Clause set forth in Executive Order 11246, as amended, and its



                                       18


<PAGE>



implementing instruction as well as the Rehabilitation Act of 1973 and the
Vietnam Era Veterans' Readjustment Assistance Act of 1974, which is incorporated
herein by reference.

     36. Holding Over: In the event that the Tenant shall remain in the Premises
after the expiration of the Term of this Lease without having executed a new
written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this Lease. In such event, the Landlord may, at his
option, elect to treat the Tenant as one who has not vacated at the end of the
Term, and thereupon be entitled to all the remedies against the Tenant provided
by law in that situation, or the Landlord may, at its option, elect to construe
such holding over as a tenancy from month-to-month, subject to all the terms and
conditions of this Lease, except as to duration thereof, and in that event the
Tenant shall pay monthly Rent in advance at the rate of 150% of the Rent
provided herein as effective during the last month of the expired Term, together
with Additional Rent, if applicable.

     37. Conformation with Laws & Regulations: The Landlord may pursue the
relief or remedy sought in any invalid clause, by conforming the said clause
with the provisions of the statutes or the regulations of any governmental
agency in such case made and provided as if the particular provisions of the
applicable statutes or regulations were set forth herein at length.

     38. Indemnification of Landlord: The Tenant agrees to indemnify and save
the Landlord harmless from and against all liability, and all loss, cost and
expense, including reasonable attorneys' fees and costs, arising out of the
occupancy, operation, maintenance, management and control of the Premises by the
Tenant or in connection with (a) any injury or damage whatsoever caused to or by
any person, including the Tenant, its employees, contractors or agents, or to
property, including the Tenant's property, arising out of any occurrence on the
Premises, (b) any breach of this Lease by the Tenant, or (c) any act or omission
of the Tenant or of any person on the Premises, occurring in, on, or about the
Premises.

     39. No Waste: The Tenant covenants not to do or suffer any waste or damage,
or injury to the Premises or to the fixtures and equipment therein.

      40. Nature of the Landlord's Liability: If the Landlord shall breach any
of the provisions hereof, the Landlord's liability shall in no event exceed the
Landlord's interest in the Landlord's Real Property as of the date of the
Landlord's breach; and the Tenant expressly agrees that any judgment or award
which it may obtain against the

                                       19


<PAGE>



Landlord shall be recoverable and satisfied solely out of the right, title and
interest of the Landlord in and to the Landlord's Real Property and that the
Tenant shall have no rights against the Landlord, or rights of lien or levy
against any other property of the Landlord, nor shall any other property or
assets of the Landlord be subject to levy, execution or other enforcement
proceedings for the collection of any such sums or satisfaction of any such
judgment or award.

      41. Remedies Cumulative: The specified remedies to which the Landlord or
the Tenant may resort under the terms of this Lease are not intended to be
exclusive of any other remedies or means of redress to which the Landlord or the
Tenant may be lawfully entitled in case of any breach or threatened breach of
any provision of this Lease. In the event of any breach or threatened breach by
the Tenant or any persons claiming through or under the Tenant of any of the
agreements, terms, covenants or conditions contained in this Lease, the Landlord
shall be entitled to enjoin such breach or threatened breach (if entitled to do
so at law or in equity or by statute or otherwise) and shall have the right to
invoke any right and remedy allowed by law or in equity or by statute or
otherwise as if re-entry, summary proceedings or other specific remedies were
not provided for in this Lease.

      42. Force Majeure: The period of time during which either party hereto is
prevented from performing any act required to be performed under this Lease by
reason of tire, catastrophe, labor difficulties, strikes, lockouts, civil
commotion, acts of God or of the public enemy, governmental prohibitions or
pre-emptions, embargoes, inability to obtain materials or labor by reason of
governmental regulations or prohibitions, or other events beyond the reasonable
control of the Landlord or the Tenant, as the case may be, shall be added to the
time for performance of such act, and neither party shall be liable to the other
     or in default under this Lease as the result thereof. The provisions of
this
Section shall not apply to or in any manner extend or defer the time for any
obligations to make payment of monies required of either party hereunder.

     43. Governing Law: The interpretation and validity of this Lease shall be
governed by the substantive law of Pennsylvania.

     44. Waiver of Jury Trial: It is mutually agreed by and between the Landlord
and the Tenant that the respective 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 as to any matters whatsoever arising out of or
in any way



                                       20


<PAGE>



connected with this Lease, the relationship of the Landlord and the Tenant, the
Tenant's use or occupancy of the Premises, and any emergency statutory or any
other statutory remedy.

     45. No Option: For the convenience of the Tenant, this Lease may be
submitted to the Tenant prior to its execution by or on behalf of the Landlord,
but such submission shall not constitute an offer or an option and this Lease
shall not bind the Landlord in any manner whatsoever unless and until this Lease
shall have been signed and delivered on behalf of the Landlord.

     46. Performance of the Tenant's Obligations: Except as otherwise
specifically provided for herein, if the Tenant shall be in default hereunder,
the Landlord may cure such default on behalf of the Tenant, in which event the
Tenant shall reimburse the Landlord for all sums paid to effect such cure,
together with interest at the rate of three percent (3%) per annum in excess of
the Landlord's prime rate of interest and reasonable attorneys' fees. In order
to collect such reimbursement, the Landlord shall have all the remedies
available under this Lease for a default in the payment of Rent.

     47. The Tenant's Access to Premises: The Tenant shall have
access to the Premises on a 24 hour per day, 7 day per week basis.

     48. "Landlord": The term "Landlord" as used in this Lease means only the
holder, for the time being, of the Landlord's interest under this Lease so that
in the event of any transfer of title to the Premises, the Landlord shall be and
hereby is entirely freed and relieved of all obligations of the Landlord
hereunder accruing after such transfer, and it shall be deemed without further
agreement between the parties that such grantee, transferee or assignee has
assumed and agreed to observe and perform all obligations of the Landlord
hereunder arising during the period it is the holder of the Landlord's interest
hereunder.

     49. Tenant's Certificate: The Tenant agrees at any time and from time to
time, within ten (10) days after a request by the Landlord, to execute,
acknowledge and deliver a statement certifying (a) as to the date which shall be
deemed to be the Commencement Date hereunder (b) that this Lease is unmodified
and in full force and effect (or if there have been modifications, that this
Lease is in full force and effect as modified and stating the modifications),
(c) the date to which the Rent has been paid, and (d) whether or not to the best
knowledge of the Tenant (i) the Landlord is in default in performing any term,
covenant, agreement, provision, condition or limitation




                                       21


<PAGE>



contained in this Lease and, if in default, specifying each such default, (ii)
either party is holding any funds under this Lease in which the other has an
interest (and, if so, specifying the party holding such funds and the nature and
amount thereof, and (iii) there is any amount then due and payable to the Tenant
by the Landlord, it being intended that such statement delivered pursuant to
this Section may be relied upon by the Landlord, any mortgagee, and by any
prospective purchaser of the Landlord's Real Property.

     50. Attornment: The Tenant agrees that in the event of a sale, transfer or
assignment of the Landlord's interest in the Landlord's Real Property to attorn
to and to recognize such transferee or purchaser as the Landlord under this
Lease. The foregoing provisions of this Section shall be self-operative and no
further instrument shall be required to give effect to said provisions. The
Tenant, however, agrees, at the request of the party to which it has attorned,
to execute, acknowledge and deliver without charge, from time to time,
instruments acknowledging such attornment.

     51. End of Term: On the last day of the Term or the earlier termination of
the Term, the Tenant shall peaceably and quietly leave, surrender and deliver
the Premises to the Landlord, broom clean, together with (a) all alterations,
changes, additions and improvements, which may have been made upon the Premises,
except as otherwise provided in this Lease, and (b) except for the personal
property of the Tenant, all fixtures and articles of personal property of any
kind or nature which the Tenant may have installed or affixed on, in, or to the
Premises for use in connection with the operation and maintenance of the
Premises (whether or not said property be deemed to be fixtures), all of the
foregoing to be surrendered in good, substantial and sufficient repair, order
and condition, reasonable use, wear and tear, and damage by tire or other
casualty excepted, and free of occupants and subtenants. The Tenant's
obligations to observe or perform this covenant shall survive the expiration or
earlier termination of this Lease. If the last day of the Term hereof, or of any
Renewal Term, falls on a Sunday or legal holiday, this Lease shall expire at
noon on the preceding Saturday or business day, respectively.

     52. References and Successors: In all references herein to any parties,
persons, entities or corporations the use of any particular gender or the plural
or singular number is intended to include the appropriate gender or number as
the text of the within instrument may require. All the terms, covenants and
conditions herein contained



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shall be for and shall inure to the benefit of and shall bind the respective
parties hereto, and their heirs, executors, administrators, personal or legal
representatives, successors and assigns.

     53. Option to Purchase the Landlord's Real Property.

          a. Grant of Option. Landlord hereby grants Tenant the option to
     purchase the Landlord's Real Property at any time during the Term of this
     Lease (as the same may be extended). Notwithstanding anything to the
     contrary contained herein, the option created by this Section 53 shall
     automatically terminate upon the termination or sooner expiration of the
     Term of this Lease (as the same may be extended).

          b. Exercise of Option. Tenant may exercise Tenant's right to purchase
     the Landlord's Real Property by giving Landlord notice ("Tenant's Option
     Notice") not less than sixty (60) days prior to the end of the Term (as the
     same may be extended). Tenant's right to exercise the option to purchase
     the Landlord's Real Property is conditioned upon there being no default by
     Tenant under this Lease at the time of such exercise or at the time of
     settlement on Tenant's purchase of the Landlord's Real Property.

          c. Terms and Conditions of Sale and Purchase. The terms and conditions
     of the sale of the Landlord's Real Property by Landlord to Tenant, and the
     agreement to purchase, under this Section are as follows:

               i. If Tenant exercises the option to purchase on or before
          September 24, 2000 (i.e., during the initial Term or first Renewal
          Term), the purchase price (the "Purchase Price") for the Landlord's
          Real Property shall be equal to the Landlord's book value of such
          property at the time of settlement. If Tenant exercises the option to
          purchase during the second or third Renewal Terms, the Purchase Price
          shall be equal to the greater of (A) the Landlord's book value of the
          property at the time of settlement or (B) the Fair Market Value of the
          property (as defined below). The Purchase Price shall be paid by
          Tenant to



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          Landlord by immediately available United States funds wired to an
          account designated by Landlord, payable at settlement.

               ii. Closing shall be completed within forty-five (45) days after
          Tenant delivers the Tenant's Option Notice (or within forty-five days
          after Landlord determine the Purchase Price in accordance with
          paragraph (v) below)).

               iii. Title to the Landlord's Real Property shall be good and
          marketable and such as will be insurable by a title insurance company
          licensed to do business in the Commonwealth of Pennsylvania at regular
          rates without exception; and

               iv. Real estate taxes, water and sewer rents and other income and
          charges shall be apportioned as of the date of settlement. Real estate
          transfer taxes shall be divided equally between the parties.

               v. If Tenant exercises the option to purchase during the second
          or third renewal periods, Tenant's Option Notice shall set forth
          Tenant's opinion as to the fair market value of the Landlord's Real
          Property. If Landlord and Tenant cannot agree on the fair market value
          of the Landlord's Real Property within fifteen (15) days after receipt
          of such notice, Tenant shall appoint an MAI appraiser by written
          notice delivered to Landlord. Within ten (10) days after appointment,
          such appraiser shall make, at Tenant's cost, an independent appraisal
          of the fair market value for the highest and best use of the
          Landlord's Real Property ("Fair Market Value") and shall submit a
          report, within thirty (30) days after appointment, to Landlord and
          Tenant ("Tenant's Appraisal"). If Landlord disagrees with the Fair
          Market Value set forth in Tenant's Appraisal, Landlord may, at its own
          cost and within no more than thirty (30) days after receiving the
          Tenant's Appraisal, have an appraiser of its choice prepare an
          appraisal setting forth the Fair Market Value ("Landlord's
          Appraisal"), with such appraiser using the same criteria as the
          Tenant's appraiser. If the Fair Market Value set forth in the
          Landlord's Appraisal and Tenant's Appraisal diverge by no more than
          twenty percent (20%), the



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          Fair Market Value shall be the average of the Fair Market Value set
          forth in the two appraisals. If the Fair Market Value set forth in the
          two appraisals diverges by more than twenty percent 20%, Landlord's
          appraiser and Tenant's appraiser shall select a third appraiser (who
          shall be an MAI or equal), and such third appraiser shall, within
          thirty (30) days after being appointed and using the same criteria
          used by the other appraisers, determine the Fair Market Value, and
          such third appraiser's determination shall be the Fair Market Value
          and shall be binding on the parties. Landlord and Tenant shall share
          equally the costs of such third appraisal.



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     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, or caused these presents to be signed by their proper corporate officers
and their proper corporate seal to be hereto affixed, the day and year first
above written.

               LANDLORD:

               First Union National Bank

               By:   /s/   Dan G. Griffith
                    -----------------------
                    Dan G. Griffith,
                    Vice President

               TENANT:

               UNITED BANK OF PHILADELPHIA

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



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