EXHIBIT 10.3







                                N E T   L E A S E




                                     between

                         RUDY'S THERMO-NUCLEAR DEVICES,

                                    Landlord

                                       and

                            TDL MANUFACTURING, INC.,
                       TULIP DEVELOPMENT LABORATORY, INC.

                          jointly and severally, Tenant

                                    Premises:
                                    --------

                                1765 Walnut Lane,
                                   Quakertown,
                                Milford Township,
                                  Bucks County,
                                  Pennsylvania






<PAGE>
                                       ii

                                        i
                                TABLE OF CONTENTS
                                -----------------


ARTICLE  1  DEMISED  PREMISES;  TERM  OF  LEASE;  POSSESSION                  1
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ARTICLE  2  RENT                                                              2
----------------
ARTICLE  3  PAYMENT  OF  TAXES,  ASSESSMENTS,  ETC.                           5
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ARTICLE  4  SURRENDER;  REMOVAL  OF  PERSONALTY                               7
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ARTICLE  5  INSURANCE                                                         8
---------------------
ARTICLE  6  RIGHT  TO  PERFORM  OTHER  PARTIES'  COVENANTS                   10
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ARTICLE  7  REPAIRS,  MAINTENANCE  AND CONDITION OF THE DEMISED PREMISES     11
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ARTICLE  8  COMPLIANCE  WITH  LAWS                                           12
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ARTICLE  9  CHANGES,  ALTERATIONS,  ADDITIONS                                15
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ARTICLE  10  DISCHARGE  OF  LIENS                                            16
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ARTICLE  11  NO  WASTE                                                       17
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ARTICLE  12  USE  OF  DEMISED  PREMISES                                      17
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ARTICLE  13  ENTRY  ON  DEMISED  PREMISES  BY  LANDLORD                      18
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ARTICLE  14  INDEMNIFICATION  OF  LANDLORD  AND  TENANT                      19
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ARTICLE  15  DAMAGE  OR  DESTRUCTION                                         20
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ARTICLE  16  CONDEMNATION                                                    21
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ARTICLE  17  INTENTIONALLY  OMITTED                                          23
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ARTICLE  18  ASSIGNMENTS,  MORTGAGES  AND SUBLEASES OF TENANT'S INTEREST     23
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ARTICLE  19  CONDITIONAL  LIMITATIONS--DEFAULT  PROVISIONS                   25
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ARTICLE  20  SECURITY  DEPOSIT                                               30
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ARTICLE  21  CONDITION  OF  DEMISED  PREMISES                                30
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ARTICLE  22  NOTICES                                                         31
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ARTICLE  23  HOLDOVER                                                        31
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ARTICLE  24  QUIET  ENJOYMENT                                                31
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ARTICLE  25  EXCAVATION  AND  SHORING                                        32
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ARTICLE  26  NO  RENT  ABATEMENT                                             32
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ARTICLE  27  [INTENTIONALLY  OMITTED]                                        33
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ARTICLE  28  ESTOPPEL  CERTIFICATES                                          33
-----------------------------------
ARTICLE  29  SUBORDINATION,  NON-DISTURBANCE  AND  ATTORNMENT                34
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ARTICLE  30  WAIVER  OF  JURY  TRIAL  AND  COUNTERCLAIMS                     35
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ARTICLE  31  DEFINITION  OF  CERTAIN  TERMS                                  35
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ARTICLE  32  BROKERS                                                         36
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ARTICLE  33  CONSENT  OF  LANDLORD                                           36
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ARTICLE  34  PAYMENTS  UNDER  PROTEST                                        37
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ARTICLE  35  GOVERNING  LAW;  NON-RECORDATION                                37
---------------------------------------------
ARTICLE  36  NO  ORAL  MODIFICATION                                          37
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ARTICLE  37  COVENANTS  TO  BIND  AND  BENEFIT  RESPECTIVE  PARTIES          37
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ARTICLE 38  CAPTIONS, TABLE OF CONTENTS AND INVALIDITY OF PARTICULAR PROVISIONS
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37
ARTICLE  39  CONSTRUCTION  OF  THIS  LEASE                                   38
------------------------------------------


<PAGE>


                                    NET LEASE

     THIS  NET  LEASE  (the "Lease") is made as of this __ day of ________, 2005
between RUDY'S THERMO-NUCLEAR DEVICES, a Pennsylvania limited partnership having
an  address of                                              ("LANDLORD") and TDL
                                                              --------
MANUFACTURING,  INC. AND TULIP DEVELOPMENT LABORATORY, INC., each a Pennsylvania
corporation  having  its  principal  place  of  business  at  1765  Walnut Lane,
Quakertown,  Pennsylvania  18951  (each,  and  jointly and severally, "TENANT").
                                                                       ------

     This  Lease  is  granted  and  accepted  upon  the  foregoing  and upon the
following  covenants  and conditions, and subject to the following restrictions,
and  each  of the parties hereby expressly covenants and agrees to keep, perform
and observe all the terms, covenants and conditions herein contained on its part
to  be  kept,  performed  and  observed.


                                    ARTICLE 1

                   DEMISED PREMISES; TERM OF LEASE; POSSESSION
                   -------------------------------------------
     SECTION1.1    Except  for  that  portion  of  the  premises  identified  as
     ----------
Landlord's  Storage  (as  defined  below), Landlord hereby demises and leases to
     --
Tenant, and Tenant hereby leases from Landlord, the following described premises
(the  "DEMISED  PREMISES"): all that certain plot, piece or parcel of land known
       -----------------
by the street number 1765 Walnut Lane, Quakertown, Pennsylvania, lying and being
in  Milford  Township,  Bucks  County,  Commonwealth  of  Pennsylvania,  as more
particularly  bounded  and described on Exhibit A annexed hereto and made a part
                                        ---------
hereof  (the  "LAND"),  together  with  all  of  the  buildings and improvements
               ----
constructed or to be constructed thereon (the "IMPROVEMENTS"), and together with
                                               ------------
all  the right, title and interest, if any, of Landlord in and to any strips and
gores of land adjoining the Demised Premises on any side thereof; any land lying
in  the  bed of any street or avenue abutting the Demised Premises to the center
line  thereof;  any  easements  or other rights in adjoining property inuring to
Landlord  by  reason  of ownership of the Demised Premises; and all fixtures and
any  replacements  thereof,  attached  to  or  used  in connection with the use,
occupation  and operation of the Demised Premises and all alterations, additions
and improvements hereafter made to the Demised Premises, title to which may vest
in  Landlord;  excepting however, approximately 1,200 square feet of the Demised
Premises,  currently  occupied  by  Landlord,  for  continued  storage  of  any
maintenance  materials  and  equipment  as  Landlord  may  designate,  as  more
particularly  described  on  Exhibit  B  annexed  hereto  and made a part hereof
                             ----------
("LANDLORD'S  STORAGE").
      ---------------

SUBJECT,  however,  to  the  following  (the  "PERMITTED  ENCUMBRANCES"):
                                               -----------------------

     (a)     All  of  the easements, covenants restrictions and other matters of
record,  to  the  extent  that  the same are in full force and effect, listed on
Exhibit  C  attached  hereto  and  made  a  part  hereof;  and
    ------
(b)     Present  and future zoning laws, ordinances, resolutions and regulations
of  the  Township  of  Milford  and  all  present  and  future ordinances, laws,
regulations  and  orders  of  all boards, bureaus, commissions and bodies of any
municipal,  county,  state  or  federal  sovereigns  now  or hereafter having or
acquiring  jurisdiction  of  the  Demised  Premises  and the use and improvement
thereof.
     SECTION1.2    The  term  of  this  Lease  (the  "TERM")  shall  begin  on
     ----------                                       ----
_______________,  2005  (the  "COMMENCEMENT DATE") and shall end the last day of
     -----                     -----------------
the  calendar  month  in  which  shall  occur the fifth (5th) anniversary of the
Commencement  Date  (the  "FIXED  EXPIRATION DATE"), unless sooner terminated or
                           ----------------------
extended  as  provided  herein  (the  "EXPIRATION  DATE").
                                       ----------------

                                    ARTICLE 2

                                      RENT
                                      ----
     SECTION2.1    A.     Tenant  shall  pay to Landlord, in lawful money of the
     ----------
United  States  which shall be legal tender for payment of all debts, public and
private,  at  the  time of payment, in the manner and at the address of Landlord
specified  in  this  Article 2, during the Term an annual rent (the "NET RENT"),
                     ---------                                       --------
over  and  above  the other payments to be made hereunder by Tenant, as follows:

     (i)     From  the  Commencement  Date through and including the last day of
the  calendar  month  in  which  shall  occur  the  first  anniversary  of  the
Commencement  Date, at the rate of $109,200.00, in equal monthly installments of
$9,100.00;
(ii)     From the first day of the calendar month immediately following the last
day  of  the calendar month in which such first anniversary occurred through and
including  the  last  day  of the calendar month in which shall occur the second
anniversary  of  the  Commencement  Date,  at  the rate of $111,384.00, in equal
monthly  installments  of  $9,282.00;
(iii)     From  the  first  day  of the calendar month immediately following the
last day of the calendar month in which such second anniversary occurred through
and  including the last day of the calendar month in which shall occur the third
anniversary  of  the  Commencement  Date  at  the  rate of $113,616.00, in equal
monthly  installments  of  $9,468.00;
(iv)     From the first day of the calendar month immediately following the last
day  of the calendar month in which such third anniversary occurred, through and
including  the  last  day  of the calendar month in which shall occur the fourth
anniversary  of  the  Commencement  Date,  at the annual rate of $117,024.00, in
equal  monthly  installments  of  $9,752.00;  and
(v)     From  the first day of the calendar month immediately following the last
day  of the calendar month in which the fourth anniversary occurred, through and
including  the last day of the Term, at the annual rate of $120,528.00, in equal
monthly  installments  of  $10,044.00.
     B.     Such  Net  Rent  shall be paid, except as otherwise provided herein,
without  notice  or  demand,  and  without set-off, offset, credit, abatement or
deduction  of any kind whatsoever, in advance on the first day of each and every
month  of  the  Term.
C.     All  Net  Rent  and all other sums due from Tenant to Landlord under this
Lease  (collectively,  "RENT") shall be payable, at Tenant's election, either by
                        ----
(a)  wire  transfer  of  funds to an account designated by Landlord from time to
time  or  (b)  a  check  drawn  on  a bank which is a member of the Pennsylvania
Clearinghouse  Association or a successor thereto.  Until Tenant shall have been
given  notice  otherwise by Landlord, Tenant shall pay Rent by check to Landlord
at  its  address  set  forth  in  Article  22.
                                  -----------
     SECTION2.2    If  the  Term hereof shall commence on any day other than the
     ----------
first  day  of  a  calendar month, Tenant shall pay Landlord on the Commencement
Date proportionate amount of Net Rent due for the balance of such current month.

     SECTION2.3    It is the purpose and intent of Landlord and Tenant that this
     ----------
is  a  net lease which shall yield to Landlord the Net Rent specified in Section
                                                                         -------
2.01.A  hereof  in  each  year during the Term of this Lease and that all costs,
 -----
expenses  and  obligations  of  every kind and nature whatsoever relating to the
 --
maintenance,  operation  and  repair  of the Demised Premises which may arise or
 --
become  due  during  or  out  of the Term of this Lease shall be paid by Tenant,
 --
except  as  herein  otherwise  specifically  provided;  provided,  however, that
 --
nothing  herein  contained  shall  be construed to require Tenant to pay (i) the
 --
principal  of,  or  interest  on,  or  any  other  payments  with respect to any
 --
indebtedness secured by any mortgage which may now or hereafter affect the Land,
 --
the  Improvements  or  any  superior  lease  and  the leasehold interest created
thereby,  and  all renewals, extensions, supplements, amendments, modifications,
consolidations  and replacements thereof or thereto, substitutions therefor, and
advances  made  thereunder  (each, a "FEE MORTGAGE"), any rent on any underlying
                                      ------------
lease,  or  any other indebtedness of Landlord of any kind, or (ii) any tax, fee
or  other  amount  not  payable by Tenant pursuant to Section 3.2 hereof, all of
                                                      -----------
which  amounts  shall  be  payable  by  Landlord.

     SECTION2.4    A.     All  Impositions  (as  hereinafter  defined) and other
     ----------
sums  payable  by  Tenant pursuant to the terms of this Lease (collectively, the
"ADDITIONAL RENT") shall constitute additional rent and shall be due and payable
  --------------
under  this  Lease at the time and in the manner herein provided for the payment
of  Net  Rent,  and in the event of nonpayment of same by Tenant, Landlord shall
have  all rights and remedies with respect thereto as Landlord has hereunder for
the  nonpayment  of  the  Net  Rent.  The  extension  of time for payment of any
installment  of  Rent,  or  the  acceptance  by Landlord of any money other than
current  legal  tender  of  the  United States of America, shall not be deemed a
waiver  of  the  rights  of Landlord to insist upon having all other payments of
Rent  made  in  the  manner  and  at  the  time  herein  specified.
     B.     In  the event Tenant shall fail to pay in good funds any installment
of  Rent  on  or  before  the  tenth  (10th)  day after same is due, in order to
partially  defray  Landlord's administrative expenses resulting therefrom, which
Tenant  acknowledges shall be difficult to measure, Tenant shall pay to Landlord
a  late  charge  of  three (3%) percent of the amount then due. This late charge
shall be deemed Additional Rent and shall, at Landlord's option, be added to the
Rent for the month in which the Rent shall be due. The demand for and collection
of  the  aforesaid  late charges shall in no way be construed as a waiver of any
and  all  remedies  that  Landlord  may  have,  either by summary proceedings or
otherwise,  as  a  result  of  an  Event  of  Default  in  payment  of  Rent.
C.     No  payment  by Tenant or receipt by Landlord of a lesser amount than the
Rent  herein  stipulated  shall  be  deemed  to  be other than on account of the
earliest stipulated Rent, nor shall any endorsement or statement on 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
in  this  Lease.
     SECTION2.5    Tenant shall have the option to extend the term of this Lease
     -------
for  one  (1)  additional  period  of  five  (5)  years from and after the Fixed
Expiration  Date  (the  "OPTION  TERM"),  by written notice to Landlord at least
                         ------------
ninety (90) days prior to the Fixed Expiration Date.  In the event the option is
so  exercised,  the  term  of  the Lease shall be extended on the same terms and
conditions, except that the Net Rent during the Option Term shall be as follows:
     (i)     From  the first day of the calendar month immediately following the
last  day of the calendar month in which such fifth anniversary occurred through
and  including the last day of the calendar month in which shall occur the sixth
anniversary  of  the  Commencement  Date,  at  the rate of $122,938.56, in equal
monthly  installments  of  $10,244.88;
(ii)     From the first day of the calendar month immediately following the last
day  of  the calendar month in which such sixth anniversary occurred through and
including  the  last  day of the calendar month in which shall occur the seventh
anniversary  of  the  Commencement  Date,  at  the rate of $125,397.33, in equal
monthly  installments  of  $10,449.78;
(iii)     From  the  first  day  of the calendar month immediately following the
last  day  of  the  calendar  month  in  which such seventh anniversary occurred
through  and  including  the last day of the calendar month in which shall occur
the  eighth  anniversary of the Commencement Date at the rate of $127,905.28, in
equal  monthly  installments  of  $10,658.77;
(iv)     From the first day of the calendar month immediately following the last
day of the calendar month in which such eighth anniversary occurred, through and
including  the  last  day  of  the calendar month in which shall occur the ninth
anniversary  of  the  Commencement  Date,  at the annual rate of $131,742.44, in
equal  monthly  installments  of  $10,978.54;  and
(v)     From  the first day of the calendar month immediately following the last
day  of  the calendar month in which the ninth anniversary occurred, through and
including the last day of the Option Term, at the annual rate of $135,694.71, in
equal  monthly  installments  of  $11,307.89.
                                    ARTICLE 3

                       PAYMENT OF TAXES, ASSESSMENTS, ETC.
                       -----------------------------------
     SECTION3.1    A.     Tenant  shall  pay  or cause to be paid (except as set
     ----------
forth  in Section 3.2 hereof), before any fine, penalty, interest or cost may be
          -----------
added  thereto  for  the  non-payment thereof, all taxes, assessments, water and
sewer  rents,  rates and charges, vault license fees or rentals, levies, license
and  permit  fees  and other governmental charges, general and special, ordinary
and  extraordinary,  foreseen  and unforeseen, of any kind and nature whatsoever
which  at  any  time during Tenant's lease of the Demised Premises or during the
Term  of  this  Lease  may  be  assessed, levied, imposed upon or become due and
payable  out of, or become a lien upon, the Demised Premises or any part thereof
or  appurtenance  thereto (collectively, the "IMPOSITIONS", and individually, an
                                              -----------
"IMPOSITION").  If,  by  law, any Imposition may be paid in installments, Tenant
 ----------
may  pay  the  same  in  the  minimum  installments  permitted by the applicable
 -
governmental  entity.  Tenant  shall  pay only such installments as shall become
 -
due during Tenant's lease of the Demised Premises during the Term of this Lease.
 -
All Impositions for the fiscal or tax years in which the Term of this Lease ends
shall  be  apportioned  so  that Tenant shall pay only the portion thereof which
corresponds  with  the  portion  of  said  year  as  is  within  the  Term.

     B.     Notwithstanding  Section  3.1.A,  following  an  Event  of  Default
                             --------------
hereunder,  or in the event any trustee, mortgagee or holder of any Fee Mortgage
(each, a "FEE MORTGAGEE") shall require the following, then following receipt by
          -------------
Tenant  from  Landlord  of  notice to such effect, Tenant shall pay to Landlord,
with  each  monthly  installment  of  Net Rent, commencing with the next monthly
installment of Net Rent coming due after said notice is received, a sum equal to
one-twelfth  (1/12th) of the annual amount of each Imposition next coming due as
determined  by  Landlord,  which  such  sums  shall  be  adjusted  by  Landlord
periodically  to  reflect actual increases or decreases in such Impositions next
coming due, so that on the next date on which any installment of such Imposition
shall  be  due  by  Landlord to the appropriate taxing authority, Landlord shall
have  previously  collected  from  Tenant  sufficient  sums  on  account of such
Imposition  to  enable  Landlord  to pay as and when same is due.  If the actual
amount  of  an Imposition is unknown, upon discovering the actual amount of such
Imposition,  Landlord  shall  make appropriate adjustments to the amount of such
monthly  installments.  If  at any time Landlord shall determine that the amount
collected  from  Tenant on account of the next installment of a Imposition shall
be  deficient,  then  Tenant shall deposit with Landlord within ten (10) days of
demand  therefore,  the amount of such deficiency. If at any time Landlord shall
determine  that the amount collected or estimated to be collected from Tenant on
account  of  the Impositions next coming due is in excess of the amount actually
due,  Landlord  shall  apply  the  excess  to  the  next  monthly installment of
Impositions  coming  due.
C.     Tenant  shall  be  responsible for and shall pay, before delinquency, all
municipal,  county,  state  and  federal  taxes assessed during the term of this
Lease  against  any personal property of any kind owned by or placed in, upon or
about  the  Demised  Premises  by  Tenant.
     SECTION3.2    Nothing  herein  contained shall require Tenant to pay any of
     ----------
the  following  (and  the following shall not be deemed included within the term
"Imposition"):  municipal,  state  or  federal income taxes, capital levy, gift,
estate,  succession  or  inheritance  taxes  of  Landlord,  corporate  profit or
franchise  taxes  imposed  upon  any  corporate  owner of the fee of the Demised
Premises,  income, profit, or revenue taxes, assessments or charges imposed upon
the  Rent  payable  by  Tenant  under this Lease, or transfer taxes imposed upon
Landlord  by  reason  of  transfer  of  any  interest of Landlord in the Demised
Premises.  Notwithstanding the foregoing, if at any time during the Term of this
Lease  the methods of taxation prevailing at the commencement of the Term hereof
shall  be  altered so that in lieu of, in addition to or as a substitute for the
whole  or  any part of the Impositions payable upon the date hereof, there shall
be  levied,  assessed  or imposed a tax, assessment, levy, imposition or charge,
wholly  or  partially  as  a  capital  levy  or otherwise, on the Rents received
therefrom, or measured by or based in whole or in part upon the Demised Premises
and imposed upon Landlord, then all such taxes, assessments, levies, impositions
or  charges or the part thereof so measured or based, computed as if the Demised
Premises was Landlord's only property, shall be deemed to be included within the
term "Impositions".  Tenant shall, in addition to the foregoing, pay any new tax
of a nature not presently in effect but which may be hereafter levied, assessed,
or  imposed upon Landlord or the Demised Premises, if such tax shall be based on
or  arise  out  of the ownership, use or operation of the Demised Premises.  For
the  purpose  of  computing Tenant's liability for such type of tax, the Demised
Premises  shall  be  deemed  the  only  property  of  Landlord.

     SECTION3.3    Upon  request, Tenant shall furnish to Landlord no later than
     ----------
the  date  when any Imposition would become delinquent, official receipts of the
appropriate  taxing authority or other evidence satisfactory to Landlord or such
Fee  Mortgagee,  evidencing  the  payment  thereof.

     SECTION3.4    A.     Tenant  may,  subject to Section 3.5, seek a reduction
     ----------                                    -----------
in  the  valuation  of  the Demised Premises for tax purposes and may contest in
good  faith  by  appropriate  proceedings,  at  Tenant's  expense, the amount or
validity  in whole or in part of any Imposition for any tax year during or prior
to  the  Term  of  this Lease, and may defer payment thereof during such contest
(except that Tenant shall not defer payment of real estate taxes and assessments
and  sewer  rents),  provided  that  (i)  Tenant is diligently and in good faith
contesting  such Imposition by appropriate legal proceedings which shall operate
to  prevent the enforcement or collection of the same or the sale of the Demised
Premises  or  any  part thereof to satisfy such Impositions, (ii) Landlord would
not  be,  by reason of such post-ponement or deferment, subject to any actual or
threatened  criminal  sanctions  or penalties or personal liability, as Landlord
shall  determine  in its reasonable judgment, and (iii) no Fee Mortgage would by
reason  of  such  postpone-ment  or  deferment be, in the reasonable judgment of
Landlord, in danger of being put in default or foreclosure, and provided further
that if, in the reasonable opinion of Landlord, the Demised Premises or any part
thereof  or  interest  therein  may  be  in  danger  of  being  sold, forfeited,
foreclosed,  terminated, cancelled or lost as a result of the nonpayment of such
Imposition,  Tenant  shall  promptly  upon request of Landlord pay same.  Tenant
shall  not,  without  the  consent  of  Landlord,  whose  consent  shall  not be
unreasonably  withheld  or  delayed,  settle any such claim or proceeding (i) in
respect of any fiscal year on or after the fiscal year in which the Term of this
Lease commences or (ii) the outcome of which will adversely affect the taxes due
on the Demised Premises for any fiscal year on or after the fiscal year in which
the  Term  of  this  Lease  commences.  As  long  as no Event of Default is then
continuing,  Landlord  hereby  designates Tenant as Landlord's attorney-in-fact,
coupled  with  an interest, to the extent necessary to commence and prosecute to
completion any such contest, and Landlord agrees to cooperate with Tenant in any
such  contest  to  the extent necessary, including signing any documents, all at
Tenant's  sole  cost  and  expense.

     B.     Tenant hereby assigns to Landlord all claims and proceedings arising
from  such  attempts  to  reduce  the  valuation of the Demised Premises for tax
purposes,  provided  that  so  long  as  no  Event of Default is then continuing
Landlord  shall  not  exercise,  and  shall  permit Tenant to exercise, all such
rights  in  connection  therewith.
     SECTION3.5    Landlord  shall  have  the  right  to seek a reduction in the
     ----------
valuation of the Demised Premises assessed for tax purposes and to prosecute any
action or proceeding theretofore commenced by Tenant, if such assessed valuation
or valuations shall in whole or in part relate and pertain to any period of time
subsequent  to  the  expiration  or termination of this Lease.  To the extent to
which  any  tax refund payable as a result of any such proceeding which Landlord
or Tenant may institute, or payable by reason of compromise or settlement of any
such  proceeding,  is  based  upon a payment made by anyone other than Landlord,
Landlord  shall  be  authorized  to  collect  the  same,  subject,  however,  to
Landlord's  obligation  to  reimburse  Landlord  and  Tenant  forthwith  for any
reasonable expenses incurred by Landlord or Tenant in connection therewith, and,
provided  no  Event  of Default is then continuing hereunder,  the net amount of
such  refund  shall  be  apportioned  between Landlord and Tenant based upon the
portion  of  the fiscal period to which the refund relates which occurred during
the  Term.

     SECTION3.6    If  any  person or entity to whom any sum is directly payable
     ----------
by  Tenant  under  any  of  the  provisions of this Lease shall refuse to accept
payment  of  such sum from Tenant, Tenant shall thereupon give written notice of
such fact to Landlord and shall pay such sum directly to Landlord at the address
specified  in  Article  22  hereof, and Landlord shall thereupon pay such sum to
               -----------
such  person  or  entity.

                                    ARTICLE 4

                        SURRENDER; REMOVAL OF PERSONALTY
                        --------------------------------
     SECTION4.1    Tenant  shall on the last day of the Term or upon any earlier
     ----------
termination  of  this  Lease, surrender and deliver up possession of the Demised
Premises  to  Landlord  in good order, condition and repair, reasonable wear and
tear  and  casualty  pursuant  to  Article  15  excepted,  free and clear of all
                                   -----------
tenancies  and  occupancies  other  than permitted subleases pursuant to Section
                                                                         -------
18.3,  and free and clear of all liens and encumbrances other than the Permitted
   -
Encumbrances  and  those,  if  any, created or suffered by Landlord, without any
payment  or  allowance whatever by Landlord on account of any improvements which
may  have  been  made  to  the  Demised  Premises  by  or  on  behalf of Tenant.

     SECTION4.2    All furnishings, moveable trade fixtures, equipment and other
     ----------
personal  property  shall be removed by Tenant at or prior to the termination of
this  Lease.  Tenant  shall  repair any damage to the Demised Premises caused by
such  removal  or  pay or cause to be paid to Landlord the cost of repairing any
damage  arising  from  such  removal  and restoration.  Any personal property of
Tenant  or  any  subtenant  which shall remain in the Demised Premises after the
termination of this Lease may be deemed to have been abandoned by Tenant or such
subtenant  and  may be retained by Landlord as its property or be disposed of in
such  manner  as  Landlord  may see fit, at Tenant's sole cost and expense.  All
Alterations  made  by  Tenant  and its subtenants in and to the Demised Premises
shall  remain  on the Demised Premises upon the termination of this Lease unless
Tenant,  in  its  sole  discretion,  removes such Alterations at or prior to the
Expiration  Date.  Tenant shall repair any damage caused to the Demised Premises
caused  by  such  removal.

     SECTION4.3    If  this  Lease  shall terminate pursuant to Article 15 or 16
     ----------                                                 ----------------
hereof,  then,  notwithstanding  Sections  4.2  and  4.3  hereof,  Tenant or any
                                 -----------------------
subtenant  shall  have  a  reasonable time thereafter, not to exceed thirty (30)
days,  to  remove  any property which it shall be entitled to remove pursuant to
Section  4.2  hereof.
  ----------

SECTION4.4    The  provisions of this Article 4 shall survive any termination of
----------                            ---------
this  Lease.

                                    ARTICLE 5

                                    INSURANCE
                                    ---------
     SECTION5.1    A.     Tenant,  at  its sole cost and expense, shall maintain
     ----------
during  the  Term:

     (a)     property  insurance  insuring the Building and Improvements against
all  perils  included  within  the  classification  of  fire, extended coverage,
vandalism, malicious mischief, special extended peril (all risk), boiler, flood,
earthquake,  glass  breakage  and  sprinkler  leakage,  and  building  ordinance
coverage, with a deductible not in excess of $10,000 and in an amount sufficient
to  prevent  the  Landlord  or  the Tenant from becoming co-insurers, but in any
event  in  an  amount  not  less  than  the full insurable value thereof, naming
Landlord  as  an  additional  insured  and  naming  each Fee Mortgagee, as their
respective  interests  may  appear.  Such  insurance will provide, to the extent
permissible  under  applicable  laws,  that  no  act or omission of Tenant shall
affect or limit the obligation of the insurance company to pay the amount of the
loss  sustained.  The  term  "full  insurable value" shall be deemed to mean the
actual replacement value less physical depreciation, with such extended coverage
as shall from time to time be customary for premises similarly situated in Bucks
County,  Pennsylvania;
(b)     commercial  general  liability insurance including contractual liability
coverage  and  coverage  for  bodily injury, property damage and personal injury
occurring upon, in or about the Demised Premises and the adjoining sidewalks and
passageways under which Tenant is named as the insured and Landlord and each Fee
Mortgagee  whose  name  has  been  provided  by  Landlord to Tenant are named as
additional  insureds,  as  their  interests  may  appear.  The minimum limits of
liability  shall  be  a combined single limit with respect to each occurrence of
$1,000,000  with  a  $2,000,000  annual  aggregate  and  a  $2,000,000 umbrella;
     B.     Landlord,  at  its  sole cost and expense, shall maintain during the
term:
     (a)     property  insurance  insuring Landlord's Alterations, equipment and
personal  property  located  in  the Landlord's Storage Area against all perils,
included  within  the  classification  of  fire,  extended  coverage, vandalism,
malicious  mischief,  special  extended  peril  (all  risk),  boiler,  flood,
earthquake,  glass  breakage  and  sprinkler  leakage,  with a deductible not in
excess  of $70,000 and in an amount sufficient to prevent Landlord or the Tenant
from  becoming co-insurers, but in any event in an amount not less than the full
insurable  value  thereof.
(b)     commercial  general  liability insurance including contractual liability
coverage  and  coverage  for  bodily injury, property damage and personal injury
occurring upon, in or about the Demised Premises and the adjoining sidewalks and
passageways under which Landlord is named as the insured and Tenant and each Fee
Mortgagee  whose  name  has  been  provided  by  Tenant to Landlord are named as
additional  insureds,  as  their  interests  may  appear.  The minimum limits of
liability  shall  be  a combined single limit with respect to each occurrence of
$1,000,000  with  a  $2,000,000  annual  aggregate  and  a  $2,000,000 umbrella;
     SECTION5.2    A.     All  insurance provided for in this Article 5 shall be
     ----------                                               ---------
effected under valid and enforceable policies, issued by insurers licensed to do
business  in the Commonwealth of Pennsylvania and having a general policy holder
rating  of  "A"  or  better  and a financial rating of at least vii A+ in Best's
                                                                          ------
Insurance  Guide  or  any  successor thereto (or if Best's Insurance Guide shall
    ------------                                    ----------------------
cease  to  exist,  any equivalent standard generally accepted in the real estate
community).  All  policies  of  insurance  (or  in  lieu thereof certificates of
insurance  [form Accord 27 or Accord 25, as appropriate] unless any Fee Mortgage
requires that policies be delivered to it) which evidence Tenant's insurance and
evidence  of  the  payment of all premiums of such policies will be delivered to
Landlord  prior  to  Tenant's occupancy of the Demised Premises and from time to
time  at  Landlord's  request  made  not  more  often  than once per Lease Year.
Evidence  of  each  renewal  or  replacement  of  a  policy (and certificates of
insurance  shall  be  deemed  sufficient evidence thereof) shall be delivered by
Tenant  to  Landlord  at  least thirty (30) days prior to the expiration of each
such  policy.  All  certificates obtained by Tenant will provide that should the
policies  be  canceled  prior  to  the  respective expiration dates thereof, the
issuing  insurer  will  endeavor to mail thirty (30) day's written notice to the
certificate  holder.  All  commercial  general  liability and property insurance
policies  maintained  by  Tenant  will  be  written  as  primary  policies,  not
contributing  with  and  supplemental  to  the coverage that Landlord or any Fee
Mortgagee  may  carry.

     B.     Nothing  in  this  Article  5  shall  prevent Tenant from taking out
                               ----------
insurance of the kind and in the amounts provided for under this Article under a
blanket  insurance  policy  or policies covering other properties as well as the
Demised Premises, provided, however, that any such policy or policies of blanket
insurance (i) shall specify therein the amounts of the total insurance allocated
to  the  Demised  Premises,  which  amounts  shall  not be less than the amounts
required  by  Section  5.1  hereof, and (ii) such amounts shall be sufficient to
              ------------
prevent  Landlord  or  any  Fee  Mortgagee from becoming a co-insurer within the
terms  of  the  applicable  policy  or  policies.
C.     The  insurance  policies  required  under  this  Lease to be furnished by
Tenant  to Landlord may, at the election of Tenant, be furnished and/or paid for
by  any  subtenant  or  other person having an insurable interest in the Demised
Premises,  and  Landlord  shall  accept  such  insurance  as  though it had been
furnished  by  Tenant.
     SECTION5.3    Except  with  respect  to  the  insurance required by Section
     ----------                                                          -------
5.1(b)  hereof,  neither  Landlord  nor Tenant shall take out separate insurance
    --
concurrent  in  form  or  contributing  in  the event of loss with the insurance
required  by  this  Article  unless  the  other  party is included therein as an
additional  insured,  with  loss  payable as provided in this Lease.  Each party
shall immediately notify the other of the placing of any such separate insurance
and  shall  cause  the  same  to be delivered as required by Section 5.2 hereof.
                                                             -----------

     SECTION5.4    Upon the expiration of this Lease, the unearned premiums upon
     ----------
any  such  transferable  insurance policies shall be apportioned if (a) Landlord
requests  an  assignment  of  such  insurance  policies  and  such  policies are
transferred  to  Landlord, and (b) no Event of Default under this Lease shall be
then  continuing.

SECTION5.5    So  long  as  both  Landlord's and Tenant's policies then in force
----------
include  mutual  waivers  of  subrogation,  Landlord  and Tenant, to the fullest
---
extent  permitted by law, each waive all right of recovery against the other and
---
agree to release the other from liability for loss or damage, to the extent such
loss  or  damage  is covered by valid and collectible insurance in effect at the
time  of  such loss or damage.  Landlord and Tenant shall use their best efforts
to obtain waiver of subrogation clauses in all policies of insurance required by
this  Lease.

                                    ARTICLE 6

                    RIGHT TO PERFORM OTHER PARTIES' COVENANTS
                    -----------------------------------------
     SECTION6.1    If  Tenant  shall  at  any time fail to pay any Imposition in
     ----------
accordance  with  the  provisions  of Article 3 hereof, or to take out, pay for,
                                      ---------
maintain  or  deliver  any of the insurance policies or certificates therefor as
provided  for  in  Article  5 hereof, or shall fail to make any other payment or
                   ----------
perform  any  other  act  on  Tenant's  part  to  be  performed as in this Lease
provided,  then  Landlord,  after  thirty  (30)  days' notice to Tenant (or such
lesser notice as may be required under any other Section of this Lease, provided
that  no such notice shall be required in the event of an emergency) and without
waiving  or  releasing  Tenant  from  any obligation of Tenant contained in this
Lease  or  from  any  default by Tenant, and without waiving Landlord's right to
take  such  action  as  may  be permissible under this Lease as a result of such
default,  may  (but  shall  be  under  no  obligation  to):

     (a)     pay  any  Imposition,  including  any  interest  and  penalties due
thereon,  payable  by  Tenant pursuant to the provisions of Article 3 hereof, or
                                                            ---------
(b)     take  out,  pay  for and maintain any of the insurance policies provided
for  in  Article  5  hereof,  or
         ----------
(c)     make  any  other payment or perform any other act on Tenant's part to be
made  or  performed  as  in  this Lease provided, and may enter upon the Demised
Premises  for  any  such  purpose,  and  take all such action thereon, as may be
necessary  therefor.
     SECTION6.2    All  reasonable  sums  so paid by Landlord and all reasonable
     ----------
costs  and  expenses incurred by Landlord, including reasonable attorneys' fees,
in  connection  with  the  performance  of  any such act in this Article 6 shall
                                                                 ---------
constitute  Additional Rent payable by Tenant under this Lease and shall be paid
by  Tenant to Landlord within thirty (30) days of Landlord's notice to Tenant of
payment  accompanied  by  reasonably  itemized  receipts  for all such payments.

     SECTION6.3    Tenant  shall  have  the right to make such repairs which are
     ----------
required  to  be  made  by  Landlord  under the terms of this Lease on behalf of
Landlord,  and  to be reimbursed by Landlord for the reasonable cost thereof, if
Landlord  fails  to  make  such  repairs  pursuant  to  subsection  (a)  below.
     A.     Landlord  agrees to make repairs as required under the terms of this
Lease  and  as  follows:
     (i)     If  Landlord  fails  to undertake and commence the repairs required
under  this  Lease,  Tenant  shall immediately notify Landlord in writing of the
required  and  outstanding  repairs.
(ii)     Landlord  shall  undertake and commence the required repairs within ten
(10)  days  after  receipt  of  written  notice  from  Tenant and shall make all
diligent  efforts  to  complete  such  repairs  in  a  timely  manner.
(iii)     Anything  in  this  Lease  to  the  contrary notwithstanding, Landlord
agrees  that  in  the  event  of  an  emergency  which:
     (a)     poses  the  threat  of  imminent, severe damage to Tenant, Tenant's
employees,  Tenant's  business  or  Tenant's  property;  and
(b)     necessitates  prompt  maintenance, repair, or replacement of items which
are  otherwise required by this Lease to be maintained, repaired, or replaced by
Landlord,
     then  Tenant  may  at  its  option  proceed  forthwith  to  make  repairs.
     B.     If Landlord fails to reimburse Tenant for such repair costs incurred
by Tenant within ten (10) days after written request from Tenant therefor (which
request  must be supported by paid receipts), Tenant may deduct the cost thereof
from  the  Rent  otherwise  payable  hereunder.
                                    ARTICLE 7

           REPAIRS, MAINTENANCE AND CONDITION OF THE DEMISED PREMISES
           ----------------------------------------------------------
     SECTION7.1    Throughout  the  Term  of this Lease, except to the extent of
     ----------
Landlord's  obligations  hereunder,  Tenant, at its sole cost and expense, shall
take good care of the Demised Premises and shall keep the same in good order and
condition, except for reasonable wear and tear.  Tenant shall not be responsible
for  structural  repairs to the Demised Premises (including, without limitation,
the  roof,  walls  and  foundation)  or  for replacements of the HVAC, plumbing,
mechanical,  electrical  and  other  building  system.

     SECTION7.2    Tenant  shall  put,  keep  and  maintain  all portions of the
     ----------
Demised  Premises  and the sidewalks, curbs, alleyways and passageways adjoining
the  same in a clean and orderly condition, free of dirt, rubbish, snow, ice and
unlawful  obstructions.

     SECTION7.3    Landlord  shall  not  be  required  to  furnish to Tenant any
     ----------
facilities  or services of any kind whatsoever during the Term, such as, but not
limited  to,  water,  sewer, steam, heat, gas, hot water, electricity, light and
power,  and Tenant shall, at its sole cost and expense, pay or cause to be paid,
prior to the imposition of any penalty or late charge, all charges for gas, oil,
fuel, steam, sewer, electricity, telephone, heat, air conditioning, ventilation,
refuse  pickup,  janitorial  and  maintenance  service,  security  and all other
utilities,  materials,  supplies  and services consumed, furnished, used or made
available  in,  at  or  upon the Demised Premises during the Term of this Lease,
together  with all taxes thereon, if any. Tenant shall keep and maintain in good
repair  all  utility  meters  measuring  utilities  and services consumed at the
Demised  Premises.  Tenant  shall  establish  accounts in Tenant's name with the
utility  companies  responsible  for supplying utilities to the Demised Premises
and  Tenant  shall  be  responsible  for  all  deposits  required by the utility
companies  to establish such accounts, provided that Tenant shall be entitled to
receive  such  deposits  back  at  the  end  of  the  Term.

     SECTION  7.4    Landlord,  at  is  sole cost and expense, agrees to keep in
good  order,  repair  and  condition and to:  (i) make all necessary repairs and
replacements  to  all  structural components of the Demised Premises, including,
without  limitation,  the walls, roof and foundation; (ii) replace all necessary
components  of  the  HVAC,  plumbing,  mechanical, electrical and other building
systems;  (iii)  make  all  repairs  and replacements to any part of the Demised
Premises  necessitated  by  Landlord's negligence or willful misconduct; (iv) to
the  extent  not  the  obligation of the utility company, repair and replace, as
necessary, all utility lines, pipes, ducts, conduits and the like in the Demised
Premises or which serve the Demised Premises and (v) make all necessary repairs,
replacements  and  alterations  to  comply  with  all  Legal  Requirements  (as
hereinafter  defined)  pursuant  to  the  requirements  of  Article  8  herein.
                                    ARTICLE 8

                              COMPLIANCE WITH LAWS
                              --------------------
     SECTION8.1    Throughout  the  Term,  Tenant, at its sole cost and expense,
     ----------
shall  promptly  comply  with  all  present and future laws, ordinances, orders,
rules,  regulations  and  requirements  of  all  federal,  state  and  municipal
governments,  departments,  commissions,  boards  and  officers, and all orders,
rules  and  regulations of the National Board of Fire Underwriters, or any other
body or bodies exercising similar functions ("LEGAL REQUIREMENTS"), which may be
                                              ------------------
applicable to the Demised Premises, occurring after the Commencement Date herein
and  due  solely  to  Tenant's  particular  use  of the Demised Premises and the
sidewalks,  alleyways,  passageways,  curbs  and  vaults  adjoining  the  same.

     SECTION8.2    Tenant  shall observe and comply with the requirements of all
     ----------
policies  of  insurance required to be supplied by Tenant at any time during the
Term  with  respect  to  the Demised Premises, whether or not such observance or
compliance  is  required  by  reason  of  any  condition,  event or circumstance
existing  prior  to  or  after  the  commencement of the term of this Lease, and
Tenant  shall,  in  the event of any violation or any attempted violation of the
provisions of this Section by any subtenant, take steps, promptly upon knowledge
of  such  violation or attempted violation, to remedy or prevent the same as the
case  may  be.

     SECTION8.3    Tenant  shall  have  the right, after prior written notice to
     ----------
Landlord,  to  contest  by appropriate legal proceedings diligently conducted in
good  faith,  in the name of Tenant or Landlord or both, without cost or expense
to Landlord, the validity or application of any Legal Requirement, provided that
(i)  Tenant  is  diligently and in good faith contesting the same by appropriate
legal  proceedings which shall operate to prevent the enforcement of the same or
the  sale  of the Demised Premises or any part thereof to satisfy the same, (ii)
Landlord  would not be, by reason of such post-ponement or deferment, subject to
any  actual or threatened criminal sanctions or penalties or personal liability,
as  Landlord  shall  determine  in  its  reasonable  judgment,  and (iii) no Fee
Mortgage  would  by  reason  of  such  postpone-ment  or  deferment  be,  in the
reasonable  judgment  of  Landlord,  in  danger  of  being  put  in  default  or
foreclosure,  and  provided  further  that  if,  in  the  reasonable  opinion of
Landlord, the Demised Premises or any part thereof or interest therein may be in
danger  of being sold, forfeited, foreclosed, terminated, cancelled or lost as a
result of such contest, Tenant shall promptly upon request of Landlord pay same.

     SECTION8.4    Landlord  represents  and warrants to Tenant that it has full
     ----------
right  and  authority  to  enter  into  this  Lease  and it has a current, valid
certificate  of  occupancy  for  the Demised Premises permitting Tenant's use as
contemplated  herein.  Landlord  represents  that  the  Demised  Premises  is in
compliance  with  all  Legal  Requirements.  Except  to  the  extent of Tenant's
obligations pursuant to Section 8.1 herein, Landlord shall, at its sole cost and
                        -----------
expense,  promptly  comply  with  all  present  and  future  Legal Requirements.

SECTION8.5    Tenant  covenants  not  to  discharge from the Demised Premises or
----------
suffer  the  discharge  of, nor to store upon the Demised Premises or suffer the
---
storage  of,  any  Hazardous  Materials  (as  hereinafter defined) in amounts in
--
excess  of  those  permitted  or  recommended  by  any  governmental  or
--
quasi-governmental  authority  having  jurisdiction thereof.  In addition to and
--
not  in  limitation  of  the  foregoing,  Tenant  covenants that (a) the Demised
--
Premises  shall be kept free of all Hazardous Materials, whether placed, stored,
--
used,  generated  or  disposed  of  in,  on, under, within, or about the Demised
Premises,  in  excess  of  amounts  permitted  by  appropriate  governmental
authorities,  and  (b)  all  Hazardous  Materials shall be handled in the manner
required  by  any  governmental.  The  Demised  Premises  shall  not  be used to
generate,  manufacture,  refine,  transport,  treat,  store,  handle,  dispose,
transfer,  produce,  process, or in any manner to deal with, Hazardous Materials
in  excess  of  amounts  permitted,  or  in a manner other than required, by any
governmental  authority.  The Tenant shall comply with, and ensure compliance by
all  Tenant's  agents,  servants,  employees  and  invitees with, all applicable
Hazardous  Materials  Laws and shall keep the Demised Premises free and clear of
any  violations and liens imposed pursuant to such Hazardous Materials Laws.  In
the  event  Tenant  receives  any  written  notice  from  any  governmental  or
quasi-governmental  agency,  or  from  any other person or entity with regard to
health,  safety, environment or Hazardous Materials on, under, from or affecting
the  Demised Premises, then Tenant shall immediately notify the Landlord. Tenant
shall  conduct  and  complete all investigations, studies, sampling, and testing
and  all  remedial,  removal,  and  other  actions necessary to clean, remove or
encapsulate  all  Hazardous  Materials  on, under, from or affecting the Demised
Premises  in  accordance  with  all  applicable Hazardous Materials Laws, to the
extent  that  such  Hazardous Materials are present at the Demised Premises as a
result  of  the  actions or omissions of Tenant.  Tenant shall immediately, upon
request  of  Landlord,  provide unhampered access to all portions of the Demised
Premises  to  all  governmental  and quasi-governmental authorities charged with
inspecting  the  Demised  Premises  or  charged with enforcing or concerned with
Hazardous Materials Laws.  Tenant shall protect, indemnify and save harmless the
Landlord  from  and  against  all  liabilities,  obligations,  claims,  damages,
penalties,  causes  of  action,  costs,  and  expenses  (including  reasonable
attorney's  fees  and  expenses, investigation and laboratory fees, court costs,
and  litigation  expenses)  ("Claims")  imposed  upon or incurred by or asserted
against  the  Landlord by reason of (1) the presence, disposal, escape, seepage,
leakage,  spillage,  discharge,  emission,  release,  or  threatened  release
("Release") by Tenant of any Hazardous Material on, under, from or affecting the
Demised Premises; (2) any personal injury (including wrongful death) or property
damage  (real  or  personal)  arising  out  of or related to the Release of such
Hazardous  Materials  by  Tenant;  (3)  any  lawsuit  brought  or  threatened or
settlement  reached  in  connection  with the foregoing, provided, however, that
Tenant  will  be  given  the opportunity, if available with no adverse effect to
Landlord,  to contest any such settlement or governmental order relating to such
Hazardous  Materials; or (4) any violation by Tenant of Hazardous Materials Laws
which  are  based  upon  or  in any way are related to such Hazardous Materials.
Landlord  shall protect, indemnify and save harmless Tenant from and against all
Claims  incurred  by  or asserted against Tenant by reason of (1) the Release of
any  Hazardous  Material on, under, from or affecting the Demised Premises prior
to  the Commencement Date; (2) any personal injury (including wrongful death) or
property  damage  (real or personal) arising out of or related to the Release of
such Hazardous Materials prior to the Commencement Date; (3) any lawsuit brought
or  threatened or settlement reached in connection with the foregoing, provided,
however,  that  Landlord  will  be  given  the opportunity, if available with no
adverse  effect  to Tenant, to contest any such settlement or governmental order
relating  to  such  Hazardous  Materials;  or  (4)  any  violation  of Hazardous
Materials  Laws  by  Landlord  which are based upon or in any way are related to
such  Hazardous  Materials.  This  Section  8.5 shall survive the termination or
                                   ------------
expiration  of this Lease.  As used herein, the term "HAZARDOUS MATERIALS" shall
                                                      -------------------
include,  but  is  not limited to, any flammable explosives, gasoline, petroleum
products,  polychlorinated  biphenyl,  radioactive  materials, hazardous wastes,
hazardous  or toxic substances, or related or similar materials, asbestos or any
material  containing  asbestos, or any other substance or material as defined by
any  federal,  state  or local environmental law, ordinance, rule, or regulation
governing  the  handling,  use,  storage  or  disposal  of  Hazardous Materials,
including  the Comprehensive Environmental Response, Compensation, and Liability
Act  of  1980,  as  amended  (42  U.S.C.  Section 9601, et. seq.), the Hazardous
                                                              -
Materials Transportation Act, as amended (49 U.S.C. Section 1801, et. seq.), the
                                                                        -
Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et.
seq.),  the  Pennsylvania  Environmental  Laws,  and the regulations adopted and
  -
publications  promulgated  pursuant  to  any of the foregoing (collectively, the
  -
"HAZARDOUS  MATERIALS  LAWS").
  -------------------------

                                    ARTICLE 9

                         CHANGES, ALTERATIONS, ADDITIONS
                         -------------------------------
     SECTION9.1    A.     Tenant  shall have the right, from time to time during
     ----------
the Term hereof, to make alterations, additions, improvements, substitutions and
replacements  (collectively,  "ALTERATIONS") of a nonstructural nature in and to
                               -----------
the  Demised Premises that Tenant may deem appropriate, costing not in excess of
Two  Hundred  Fifty  Thousand  ($250,000.00)  Dollars  per  Alteration.  All
Alterations  shall  be  performed  in  accordance  with  all  applicable  Legal
Requirements.

     B.     Tenant  shall  have  the  right,  from  time to time during the Term
hereof,  to  perform Alterations costing in excess of Two Hundred Fifty Thousand
($250,000.00)  Dollars  (each,  a  "MAJOR  ALTERATION")  with  the prior written
                                    -----------------
consent  of  Landlord, not to be unreasonably withheld or delayed, provided that
Tenant  shall  comply  with  the  following:
     (i)     Tenant  shall  furnish  to Landlord and any Fee Mortgagee, prior to
the  commencement of such Major Alterations, reasonable evidence that such Major
Alterations  will  be  performed  without  any  liens encumbering the Landlord's
estate  in the Demised Premises (as, for example, without limitation, furnishing
to  Landlord  or  such Fee Mortgagee any one of the following: a completion bond
from  a  bank  or  other  financial  institution  with  assets  of not less than
$100,000,000,  a  letter  of  credit  in the estimated amount of the cost of the
Major  Alterations  to  be  performed (diminishing as the work is completed), or
cash  collateral  or  a  funding  commitment  from  a  bank  or  other financial
institution  with  assets  of  not  less  than  $100,000,000);
(ii)     Landlord  shall  have  approved  the  plans and specifications for such
Major  Alterations  as  provided  in  Section  9.2;
                                      ------------
(iii)     Tenant  shall  have  procured  and paid for, so far as the same may be
required  from  time  to time in connection with any such Major Alterations, all
permits,  certificates and authorizations required by any Governmental Authority
or  any  department,  office,  bureau,  agency  or  instrumentality  thereof now
existing or hereafter created and having jurisdiction over the Demised Premises,
and  Tenant  shall  provide  copies  of  same  to  Landlord.  Landlord shall not
unreasonably  refuse to join in any application for such permit or authorization
and  shall reasonably cooperate with Tenant, without charge except to the extent
Landlord's  participation required is more than de minimis, in which case Tenant
agrees  to  pay  to  Landlord,  upon  demand  and  as Additional Rent hereunder,
Landlord's  actual  costs  paid  or  incurred  in  connection  therewith;
(iv)     Tenant  shall  procure  from  all  contractors  and  submit to Landlord
evidence  of  worker's compensation insurance and general liability and personal
injury  and  property  damage insurance in an amount not less than $1,000,000.00
combined  single  limit,  on  an  occurrence  basis,  naming  Landlord,  all Fee
Mortgagees  and  Tenant  as  additional  insureds,  and  otherwise  in  form and
substance  reasonably  satisfactory  to  Landlord;  and
     C.     Notwithstanding  anything  herein to the contrary, Tenant shall have
the  right not to be unreasonably withheld or delayed, to perform Alterations as
may  be  necessary  or  desirable, to allow Tenant to sublease up to fifty (50%)
percent  of  the rentable area of the Improvements, including without limitation
the  installation  of  windows,  doors  and  demising  walls, and changes to the
mechanical,  electrical,  plumbing,  air  conditioning, ventilation, heating and
other  building systems, provided that, to the extent such Alterations are Major
Alterations,  Tenant  complies with Section 9.01.B(i), (iii), and (iv) above and
                                    -----------------  -----      ----
provided  further  that any such Alterations shall, when completed, be of such a
character  as  not to impair the value of the Demised Premises and shall (except
for  de minimis exceptions) be performed in accordance with all applicable Legal
Requirements.
     SECTION9.2    Landlord  agrees  to  deliver  to Tenant, within fifteen (15)
     ----------
days  after  receipt of Tenant's written request therefor, either an approval of
or  a  reasonably  detailed  objection  to  plans  and  specifications for Major
Alterations  and such other documents as may be required for the effectuation of
the  Tenant's  rights  under this Article 9 or in connection with any repairs or
                                  ---------
restoration  work,  including,  without  limitation,  those affecting variances,
certificates  of occupancy and all permits and authorizations, including permits
for  signs  and projections, alterations, additions, improvements, substitutions
and  replacements.

     SECTION9.3    Any  Alterations to the Demised Premises or to the present or
     ----------
any  future  building  thereon,  made  by  any  present  or  future subtenant or
subtenants of the Demised Premises with the permission of the Tenant, shall, for
purposes  of  this Article 9 and of this Lease, be deemed made by the Tenant and
                   ---------
be governed by this Article 9 and the other applicable provisions of this Lease.
                    ---------

SECTION9.4    Prior  to  the  commencement of any work on or the delivery of any
----------
materials to the Demised Premises for the purpose of constructing Alterations or
--
any  Major Alteration, Tenant shall execute and file a Stipulation Against Liens
in  accordance  with  Pennsylvania law and shall provide Landlord with a copy of
the  signed  and  filed  Stipulation  Against  Liens.

SECTION9.5    Tenant,  at  its  sole  cost  and expense, shall have the right to
----------
install,  maintain,  use,  repair  and  replace  satellite  antennas and related
----
equipment  and cabling on the roof of the Demised Premises.  Upon the expiration
----
or earlier termination of this Lease, Tenant shall remove all satellite antennas
from  the  roof  and  repair  any  punctures  to  the  roof.

SECTION9.6    Tenant,  at  Tenant's  cost,  shall  have  the  right to cause the
----------
Demised  Premises to be identified by such name or by such signs as Tenant deems
------
necessary,  provided  that  the  design, dimension, construction and location of
such  signage  shall  be  in  compliance  with  all  Legal  Requirements.

                                   ARTICLE 10

                               DISCHARGE OF LIENS
                               ------------------
     SECTION10.1    Tenant  shall  not  create  or  permit  to  be created or to
     -----------
remain,  and shall discharge, any mechanic's, laborer's or materialman's lien or
     -
any conditional sale, title retention agreement or chattel mortgage, which might
be or become a lien, encumbrance or charge upon the Demised Premises or any part
thereof  having  any priority or preference over or ranking on a parity with the
estate,  rights  and  interest  of  Landlord in the Demised Premises or any part
thereof.

     SECTION10.2    If  any mechanic's, laborer's or materialman's lien shall at
     -----------
any  time  be  filed  against  the Demised Premises or any part thereof, Tenant,
within  forty-five (45) days after notice of the filing thereof, shall cause the
same  to  be discharged of record by payment, deposit, bond, order of a court of
competent  jurisdiction or otherwise. If Tenant shall fail to cause such lien to
be  discharged within the period aforesaid, then, in addition to any other right
or remedy, Landlord may, after twenty (20) days' notice to Tenant, but shall not
be  obligated  to,  discharge the same either by paying the amount claimed to be
due  or  by  procuring  the  discharge  of  such  lien  by deposit or by bonding
proceedings,  and  in  any such event Landlord shall be entitled, if Landlord so
elects,  to compel the prosecution of an action for the foreclosure of such lien
by  the  lien  or  and to pay the amount of the judgment in favor of the lien or
with  interest,  costs  and  allowances. Any amount so paid by Landlord, and all
reasonable  costs  and  expenses  incurred  by Landlord in connection therewith,
shall constitute Additional Rent payable by Tenant under this Lease and shall be
paid  by  Tenant  to  Landlord  on  demand.

                                   ARTICLE 11

                                    NO WASTE
                                    --------
     Tenant shall not do or suffer any waste, damage, disfigurement or injury to
the  Demised  Premises  or  any  part  thereof,  but this shall not be deemed to
prevent  demolition  or  Alterations pursuant to other provisions of this Lease.

                                   ARTICLE 12

                             USE OF DEMISED PREMISES
                             -----------------------
     SECTION12.1    The  Demised  Premises  may  be  used for any legal purpose.
     -----------
Tenant  shall  not use or allow the Demised Premises to be used for any unlawful
or  illegal  business,  use  or  purpose,  or in violation of any certificate of
occupancy  for  the  use  of the Demised Premises or any part thereof or any use
which may, in law, constitute a public nuisance or would void any insurance then
in  force  with  respect  thereto, or for any business, use or purpose deemed by
Landlord  in its reasonable discretion to be disreputable or extra hazardous, or
in  violation  of  any  Legal Require-ments.  Tenant shall, immediately upon the
discovery  of  any  such  unlawful, illegal, disreputable or extra hazardous use
take  all neces-sary steps, legal and equitable, to compel the discontinuance of
such  use  and  to  oust  and remove any sub-tenants, occupants or other persons
guilty  of  such  unlawful,  illegal,  disreput-able  or  extra  hazardous  use.

     SECTION12.2    Tenant  shall  not  suffer or permit the Demised Premises or
     -----------
any  portion  thereof  to  be  used by the public without restriction or in such
manner  as  would impair Landlord's title to the Demised Premises or any portion
thereof,  or  in  such  manner would create a condition of adverse possession or
prescription  by  the  public, as such, or of implied dedication, of the Demised
Premises  or any portion thereof.  Tenant hereby acknowledges that Landlord does
not  hereby  consent,  expressly  or  by implication, to the unrestricted use or
possession of the whole or any portion of the Demised Premises by the public, as
such.

     SECTION12.3    Landlord  hereby  represents  and  warrants  to  Tenant  as
     -----------
follows:
     --

     A.     Landlord  is  the  sole  fee  simple  owner of the Demised Premises;
B.     The  Demised  Premises  is  not  subjected  to  control  or  tax  by  any
improvement, utility, beautification or similar private district or association;
and
C.     There  is  no  lease  superior  in  right  to  this  Lease.
                                   ARTICLE 13

                      ENTRY ON DEMISED PREMISES BY LANDLORD
                      -------------------------------------
     SECTION13.1    Tenant  shall  permit  Landlord  and  its  authorized
     -----------
representatives  to  enter  the  Demised Premises at all reasonable times during
     -------
usual  business  hours  and  upon  48  hours  prior  written notice and Tenant's
approval  (except  in cases of emergency), and provided that such entry does not
unreasonably  disturb any subtenants or other occupants of the Demised Premises,
for  the  purpose  of (a) inspecting the same, (b) accessing Landlord's Storage,
and  (c)  making  any necessary repairs thereto and performing any work therein.
Nothing  herein  shall  imply  any duty upon the part of Landlord to do any such
work  and  performance  thereof  by  Landlord  shall  not constitute a waiver of
Tenant's  default  in  failing  to  perform  same.

     SECTION13.2    A.     Landlord  shall  have  the right to enter the Demised
     -----------
Premises at all reasonable times during usual business hours and upon reasonable
prior  notice  for  the  purpose  of  showing  same to prospective purchasers or
mortgagees  thereof and, during the six (6) months prior to the Expiration Date,
for  the  purpose  of  showing  the  same  to prospective tenants of the Demised
Premises.

     B.     If  any  part  of the Demised Premises shall be used for "classified
work"  within  the  meaning of governmental regulations or is otherwise used for
confidential  purposes  under  any  sublease  with  a  subtenant,  only  persons
permitted  to  do  so  under  such  regulations  or  procedures that govern such
confidentiality  may  enter  such  portions  of  the  Demised  Premises.
C.     Tenant  may  require  that  Landlord  and  its  guests  be accompanied by
representatives  of  Tenant  or  its  agents,  in  which  case  Tenant will make
representatives  available  for  such  purposes at reasonably mutually agreeable
times.  Landlord  shall  minimize any disruption to the Demised Premises and the
subtenants  by  reason  of  any inspection or exhibiting of the Demised Premises
under  this  Lease.
                                   ARTICLE 14

                     INDEMNIFICATION OF LANDLORD AND TENANT
                     --------------------------------------
     SECTION14.1    A.     Except  as  a  result  of  the  negligence or willful
     -----------
misconduct  of  Landlord and its agents, employees and contractors or any breach
of this Lease by Landlord or as otherwise set forth in Section 8.5, Tenant shall
indemnify  and  save  harmless  Landlord  against  and  from  all  liabilities,
obligations,  damages, penalties, claims, costs, charges and expenses, including
reasonable attorneys' fees, which may be imposed upon or incurred by or asserted
against  Landlord  by  reason  of  any  of  the  following:

     (i)     any  work or thing done in, on or about the Demised Premises or any
part  thereof  by  Tenant  or  any  party  other  than  Landlord;
(ii)     any  use,  non-use,  possession,  occupation,  condition,  operation,
maintenance  or  management  of  the Demised Premises or any part thereof or any
alley,  sidewalk,  curb,  vault,  passageway  or  space  adjacent  thereto;
(iii)     any  negligence or intentional misconduct on the part of Tenant or any
of  its  agents,  contractors,  servants,  employees,  subtenants,  licensees or
invitees;
(iv)     any  failure  on the part of Tenant to keep, observe, perform or comply
with  any  of  the  covenants, agreements, terms or conditions contained in this
Lease  on  its  part  to  be  kept,  observed,  performed  or  complied with; or
(v)     any  accident,  injury or damage to any person or property occurring in,
on  or  about  the Demised Premises or any part thereof, or any alley, sidewalk,
curb,  vault,  passageway  or  space  adjacent  thereto.
     B.     In  case  any  action  or  proceeding is brought against Landlord by
reason  of  any  such  claim,  Tenant upon written notice from Landlord shall at
Tenant's  expense resist or defend such action or proceeding by counsel approved
by  Landlord  in  writing,  which approval shall not be unreasonably withheld or
delayed  (it  being  agreed  that  counsel  designated  by  any insurer shall be
acceptable).  If  Tenant  has supplied Landlord with insurance policies covering
any  of  the  aforementioned risks, no claim shall be made against Tenant unless
and  until the insurer shall fail or refuse to defend and/or pay all or any part
thereof.
C.     Landlord  shall  indemnify,  defend  and save harmless Tenant against and
from any and all liabilities, damages, penalties, costs, expenses, claims, suits
or actions due to or arising out of (i) any breach, violation or non-performance
of  any  covenant, condition or agreement in this Lease contained on the part of
the  Landlord  to be fulfilled, kept, observed and performed; and (ii) any claim
against  Tenant  arising  from  damage  to  property  or  any  injury to persons
(including  death  resulting at any time therefrom) in, on, or about the Demised
Premises  or the sidewalks adjacent thereto arising or accruing out of the gross
negligence  or  willful misconduct of Landlord or Landlord's use of the Landlord
Storage.
D.     Landlord  and its respective agents shall not be liable for any injury or
damage  to  persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain, snow or leaks from any part of the Demised
Premises  or  from  the  pipes,  appliances  or plumbing works or from the roof,
street  or  sub-surface,  or from any other place or by dampness or by any other
cause of whatsoever nature, unless caused by or due to the negligence or willful
misconduct of Landlord, its agents, servants or employees, Landlord's use of the
Landlord's  Storage  or Landlord's failure to perform its obligations hereunder.
Tenant  shall  give  immediate  notice  to  Landlord in the event of any fire or
accident  at  the  Demised  Premises.  Neither  Landlord,  nor  any  partner  of
Landlord,  nor  a  successor in interest to any of the foregoing, shall be under
any  personal  liability  with respect to any of the provisions of this Lease or
any  matter  arising  out  of  or  in connection with this Lease or the Tenant's
occupancy  or  use  of  the  Demised Premises, and in the event of any breach or
default  with  respect  to  Landlord's obligations under this Lease or any claim
arising out of or in connection with this Lease or the Tenant's occupancy or use
of  the  Demised Premises, Tenant shall look solely to the equity of such person
or  entity in the Demised Premises for the satisfaction of Tenant's remedies and
in  no  event  shall  Tenant  attempt  to  secure  any personal judgment against
Landlord,  or  any  partner  of Landlord, or successors thereto, or any partner,
employee  or  agent  of  any  of  them  by  reason  thereof.
                                   ARTICLE 15

                              DAMAGE OR DESTRUCTION
                              ---------------------
     SECTION15.1    In  case  of damage to or destruction of any improvements on
     -----------
the  Demised  Premises  or  any  part thereof by fire or otherwise, Tenant shall
promptly  give  written  notice  thereof  to  Landlord, and, except as otherwise
provided  in  Section  15.2  hereof,  Tenant  shall  restore, repair, replace or
              -------------
rebuild  the  same,  which restoration, repairs, replacements and/or rebuildings
shall  be  made  using materials at least equal in quality to the original work,
with  such  changes  or  alterations  as  may  be made at Tenant's election with
Landlord's  reasonable  consent,  all  in  conformity  with  and  subject to the
conditions  of Article 9 hereof, except that the surety company bond as referred
               ---------
to  in  Section  9.1  hereof  shall  be  in an amount equal to the excess of the
        ------------
estimated  cost  of  the  work  over  the  amount  of  insurance  money.  Such
restorations, repairs, replacements, rebuilding or alterations shall be promptly
commenced, but in no event later than six (6) months from the date of occurrence
of  such  damage  or  destruction,  which  time  shall  be  extended  by  a time
commensurate  with  any  delays  due  to adjustment of insurance, preparation of
plans  and  specifications  or  other delays, and shall thereafter be prosecuted
with  reasonable  diligence,  unavoidable  delays  excepted.  [Tenant  expressly
agrees  that  its  obligations  hereunder,  including the payment of any and all
Rent,  shall  continue  as  though said Demised Premises had not been damaged or
destroyed  and  without  abatement,  suspension,  diminution or reduction of any
kind.]

     SECTION15.2    Anything  in  this Lease to the contrary notwithstanding, if
     -----------
at  any  time  during  the term hereof, the improvements on the Demised Premises
shall  be  so  damaged  by  fire  or  otherwise  that the cost of replacement or
restoration  thereof  shall  exceed  fifty percent (50%) of the then replacement
value  of  the  improvements so damaged, or if such damage or destruction occurs
during  the  last  one  (1)  year  of  the  Term  and the cost of replacement or
restoration  shall exceed the Base Construction Amount, or if any such damage or
destruction  would  in  the reasonable estimation of Tenant's engineer take more
than  eighteen (18) months to repair, then in any such event Tenant may elect to
cancel  this  Lease by giving notice to Landlord within one hundred eighty (180)
days  after  such  damage or destruction, and this Lease shall come to an end on
the date specified in such notice.  In the event of any such termination, Tenant
will  not  be  required  to perform any restoration.  The net insurance proceeds
(after  deduction  for  any  costs  of  collection)  shall  be paid to Landlord.

     SECTION15.3    A.     All  insurance  money paid to Tenant (or, if required
     -----------
by  the  terms  of  any  Fee  Mortgage, to the Fee Mortgagee) on account of such
damage  or destruction, less the reasonable cost, if any, incurred in connection
with  adjustment of the loss and the collection thereof shall, unless this Lease
is  terminated  as a result of such damage or destruction as provided in Section
                                                                         -------
15.4,  be  applied  by  Tenant, as applicable, to the payment of the cost of the
 ---
aforesaid  restoration,  repairs,  replacement,  rebuilding  or  alterations,
 --
including  the  cost  of  temporary  repairs  or  for the protection of property
 --
pending  the  completion  of  permanent  restoration,  repairs,  replacements,
 --
rebuilding  or  alterations  (all  of  which  temporary  repairs,  protection of
 --
property  and  permanent  restoration,  repairs,  replacement,  rebuilding  or
 --
alterations  are  hereinafter  collectively  referred  to as the "RESTORATION").
 --

     B.     Notwithstanding anything to the contrary in this Lease, if the terms
of  any Fee Mortgage shall require that insurance proceeds be deposited with the
Fee Mortgagee, Tenant shall deposit any moneys received by Tenant from insurance
provided  by  Tenant  with  the  Fee  Mortgagee, pro-vided that the mortgagee is
obligated  to  release  such  moneys  to Tenant to restore the Demised Premises.
     SECTION15.4    If  all  or  substantially  all  of  the improvements on the
     -----------
Demised  Premises are destroyed by fire or other casualty, Tenant shall have the
right, at its option, either to restore, replace or rebuild the same as provided
in  this  Lease,  or  to demolish the remainder of the same and to construct, in
replacement  thereof,  a new building, subject in all respects to the provisions
of  Article  9  hereof,  and  Tenant  shall  in  connection  therewith  duly and
    ----------
faithfully  comply  with  all  of  such  provisions.  The surety company bond as
   ------
referred  to  in Section 9.5 hereof shall be in an amount equal to the excess of
   --            -----------
the  estimated  cost  of  the  work over the amount of the insurance money.  Any
restored  or  new  building shall be at least equal in value to the destroyed or
damaged  building.

                                   ARTICLE 16

                                  CONDEMNATION
     SECTION16.1    In  the  event that the Demised Premises or any part thereof
     -----------
shall  be taken in condemnation or by exercise of any right of eminent domain or
by  agreement among Landlord, Tenant and those authorized to exercise such right
(any  such  matters  being  hereinafter  referred  to  as a "TAKING"), Landlord,
                                                             ------
Tenant,  any  Fee Mortgagee and any other person or entity having an interest in
the award or awards shall have the right to participate in any such condemnation
proceedings  or  agreement  for  the  purpose  of  protecting  their  interests
hereunder.  Each  party  so  participating  shall  pay  its  own  expenses.

     SECTION16.2    If  at  any  time during the Term there shall be a taking of
     -----------
all or substantially all of the Demised Premises, this Lease shall terminate and
expire  on  the  date  of  such  taking and the Net Rent and any Additional Rent
hereunder  shall  be  apportioned  and paid to the date of such taking.  For the
purpose  of  this  Article  "substantially all of the Demised Premises" shall be
                             -----------------------------------------
deemed  to  have  been  taken  if  the part not so taken is insufficient for the
economic  use  and reasonable continued operation thereof by Tenant, in Tenant's
sole  and  absolute  discretion.

     SECTION16.3    If  this  Lease  shall terminate as a result of such taking:
     -----------

     (a)     Landlord  shall  be  entitled  to an award for (i) the value of its
reversionary  interest  in  the  land  and  existing  improvements  taken,  (ii)
consequential  damages for any diminution of Landlord's reversionary interest in
the  assemblage  or  plottage value of the land and existing improvements not so
taken,  and (iii) damages for the then present value of any loss of rentals that
would  have  been  payable  under this Lease if this Lease had continued in full
force  and  effect  for  the  remainder  of  the Term thereof (but excluding any
unexercised renewal options) with respect to the land taken and the improvements
existing  thereon  (but not any Alterations or betterments made by Tenant or its
subtenants).
(b)     Tenant  shall  be  entitled to an award for the loss of the value of its
interest  in  the  leasehold  including, without limitation, (a) damages for the
value  of all Alterations, improvements and betterments to the Demised Premises,
(b)  the  loss  of  Tenant's leasehold interest in the land and all improvements
thereon  so  taken and damages for the then present value of the loss of rentals
on  all  rentable  space  in  the Demised Premises for the remainder of the Term
(calculated  as if the Lease remained in full force and effect but excluding any
unexercised  renewal  options); and (c) any costs of removal and relocation from
the  Demised  Premises.
(c)     Any  remainder  of  the  award  shall  be  payable  to  Landlord.
     SECTION16.4    If  this  Lease  shall  continue after any such taking, this
     -----------
Lease  shall  remain  unaffected  except  as  follows:

     (a)     The  Net  Rent  shall  be reduced by an amount which bears the same
proportion to the Net Rent immediately prior to the partial taking as the rental
value  of  the  part  of  the Demised Premises so taken shall bear to the rental
value  of  the  whole  Demised  Premises  immediately  prior  to  such  taking.
(b)     Tenant  shall, promptly after such taking and at its expense restore the
improvements  on  the  Land, with such changes as Tenant shall deem appropriate,
subject  to  Landlord's consent, not to be unreasonably withheld or delayed, and
Tenant  shall  be entitled to reimbursement for the entire cost thereof from the
condemnation  proceeds  payable  by  the  condemning  authority.
     SECTION16.5    In  the  event  of  the  taking  of an easement or any other
     -----------
taking  which  shall  be  of  an  interest or estate in the land less than a fee
simple (other than a taking for temporary use mentioned in Section 16.6 hereof),
                                                           ------------
as a result of which the Demised Premises shall be insufficient for the economic
use  and  reasonable  continued  operation  thereof  by Tenant, this Lease shall
terminate  and  expire with the same force and effect as in the case of a taking
pursuant to Section 16.2 hereof. Otherwise, such taking shall be deemed a taking
            ------------
insufficient  to  terminate  this  Lease, and the division of the award shall be
governed  by  Section  16.3  in  so  far  as  that  Section shall be applicable;
              -------------
provided,  however,  that if there shall be any payment or award predicated on a
change  in  the  grade of a street or avenue on which the Demised Premises abut,
Tenant  shall  be  entitled,  after  making such change or restoration as may be
necessary  and  appropriate  by reason of such change of grade, to reimbursement
for  the expense thereof to the extent of the net amount of any payment or award
actually  received.  Any part of an award for change of grade which shall remain
unexpended  after  such  restoration  shall  be  allocated  between Landlord and
Tenant,  as  their  interests  may  appear. If any award shall include change of
grade  and  any  other  item  or  element  of damage, that part thereof shall be
applied  in  accordance  with  this  Section  16.6  which  shall be specifically
                                     -------------
attributed  to  change  of  grade  by  the  condemnation  court (or condemnation
commissioner  or  other  body  authorized  to  make  the  award)  or,  if not so
attributed,  shall  be  determined  by  agreement  between  the  parties.

     SECTION16.6    In  the  event  of  a taking of all or a part of the Demised
     -----------
Premises for temporary use, this Lease shall continue without change, as between
Landlord  and  Tenant,  and  Tenant shall be entitled to the award made for such
temporary  use;  provided  that

     (a)     such  award  shall be apportioned between Landlord and Tenant as of
the  date  of the expiration of the then current or any renewed term or terms of
this Lease, and provided, further, that if any such award shall be in a lump sum
or  in  installments covering a period of time greater than three months, Tenant
shall  be entitled to a sum equal to a maximum of three months' Net Rent and the
balance  of  such  award  shall  be deposited with Landlord or Fee Mortgagee for
payment  to  Tenant  in  equal  quarter-annual  installments;  and
(b)     Tenant  shall  be  entitled  to file and prosecute any claim against the
condemnor  for  damages and to recover the same, for any negligent use, waste or
injury  to  the Demised Premises throughout the balance of the then current term
of  this  Lease. The amount of damages so recovered shall be paid to Landlord or
its  Fee Mortgagee and shall be distributed in the same manner as is provided in
Section  15.2  hereof  with  respect  to  proceeds  of  insurance.
-------------
     SECTION16.7    In  case  of  any  taking  mentioned in this Article 16, the
     -----------                                                 ----------
entire  award shall be paid to Landlord for distribution to the parties entitled
thereto  pursuant  to  the  provisions  of  this  Article  16.
                                                  -----------

                                   ARTICLE 17

                              INTENTIONALLY OMITTED
                              ---------------------

                                   ARTICLE 18

            ASSIGNMENTS, MORTGAGES AND SUBLEASES OF TENANT'S INTEREST
            ---------------------------------------------------------
     SECTION18.1    Tenant  shall  not  assign,  mortgage,  pledge,  encumber or
     -----------
otherwise  transfer all or any part of its interest in this Lease or the Demised
Premises  except  to  the  extent  specifically  permitted  by  this Article 18.
                                                                     ----------

     SECTION18.2    A.     Tenant  may, with Landlord's prior consent, not to be
     -----------
unreasonably  withheld or delayed, assign all of its interest in this Lease.  No
assignment  of  this  Lease  shall  be  effective  unless  and until an executed
counterpart  of  such  assignment,  in recordable form, under which the assignee
shall  have  assumed  this Lease and agreed to perform and observe the covenants
and  conditions  in  this  Lease  contained on Tenant's part to be performed and
observed  on  and  after  the date of such assignment, is delivered to Landlord.
Tenant  shall  not  be released and shall remain liable in the event of any such
assignment  unless  Landlord  specifically agrees to such release.  Landlord may
collect Rent directly from any such assignee, provided that Landlord shall apply
the  net  amount  collected  to  the  Rent  reserved  in  this  Lease.

     SECTION18.3    A.     In  the  event (i) Tenant desires to sublet a portion
     -----------
of  the  Demised  Premises,  (ii)  Tenant desires to assign this Lease, or (iii)
Tenant  desires  to  enter into a sublease the term of which shall extend beyond
the  Term  of  this  Lease,  then  at  least  thirty (30) days prior to any such
proposed  assignment  or subletting, Tenant shall submit to Landlord a statement
containing the name and address of the proposed assignee or subtenant and all of
the  principal  terms  and  conditions  of the proposed assignment or subletting
including  but not limited to, the proposed commencement and expiration dates of
the  term  of the sublease, the nature of the proposed assignee's or subtenant's
business,  and such financial and other information with respect to the proposed
assignee or subtenant as Landlord may reasonably request. Landlord shall, within
twenty  (20) days of receipt thereof, provide notice to Tenant that Landlord has
granted or withheld its consent to the proposed assignment or subletting, and if
Landlord  withholds  its  consent,  the  reasons  therefor.  Landlord  shall not
unreasonably withhold or delay its consent, provided that it shall not be deemed
unreasonable  for Landlord to withhold its consent to any sublease or assignment
if:

     (1)     the  purposes  for which the proposed subtenant or assignee intends
to  use  the  Demised Premises are uses not expressly permitted by this Lease or
are  prohibited by this Lease or are not in accordance with all applicable Legal
Requirements;
(2)     the  proposed  sublease  or  assignment  shall  not prohibit any further
assignment  or  subletting;
(3)     Tenant shall be in default beyond any cure periods in the performance of
any of its obligations under this Lease either at the time Landlord's consent to
such subletting or assignment is requested or at the commencement of the term of
any  proposed  sublease  or  upon  the  effective  date  of any such assignment;
(4)     the  sublease is for a term extending beyond the Expiration Date of this
Lease.
     B.     If Tenant obtains Landlord's consent to the assignment of this Lease
or  the  subletting of the Demised Premises, prior to the effective date of such
assignment  or  subletting, Tenant shall deliver to Landlord: (i) in the case of
an  assignment,  a  duplicate  original instrument of the assignment theretofore
approved  by  Landlord,  duly  executed  by  Tenant  and  assignee, in which the
assignee  assumes  the observance and performance of, and agrees to be bound by,
all  of the terms, covenants and conditions of this Lease on Tenant's part to be
observed  and  performed,  and  (ii)  in  the  case  of a subletting an executed
duplicate  original  of  the  sublease  theretofore  approved  by  Landlord.  No
assignment  or  subletting  shall  be  effective unless Tenant and assignee have
complied  with  the  requirements  of  this  Section  18.3(B).
                                             ----------------
     SECTION18.4    Tenant  shall deliver to Landlord, on request, in duplicate,
     -----------
within ninety (90) days after the end of each fiscal year, a statement of income
and expenses for such fiscal year, and a rent schedule showing all subleases and
the  duration  of the respective terms thereof, with respect to the operation of
the  Demised  Premises,  which  statement  shall  be  certified  by Tenant or an
executive  officer  of  Tenant  as  being  true,  correct  and  complete.

     SECTION18.5    A.     If  an  Event  of Default on the part of Tenant shall
     -----------
occur,  effective  as  of  the date of termination of this Lease pursuant to the
last  notice provided in Section 19.1 hereof (terminating this Lease twenty (20)
                         ------------
days thereafter), Tenant shall be deemed to have assigned to Landlord all of its
right,  title  and  interest  in and to all present and future subleases and all
rents  due and to become due thereunder, and shall deliver all security deposits
held  thereunder  to  Landlord.  After  the  effective  date of such assignment,
Landlord  shall  apply any net amount collected by it from sublessees to the Net
Rent or additional rent due under this Lease.  No collection of rent by Landlord
from  an assignee of this Lease or from a sublessee shall constitute a waiver of
any  of  the  provisions  of  this  Article  or an acceptance of the assignee or
sublessee  as  a tenant or a release of Tenant from performance by Tenant of its
obligations  under  this Lease.  In the event of the failure of any sublessee to
pay  rent  to Landlord pursuant to the foregoing assignment after the occurrence
of  an  Event  of Default, any such rent thereafter collected by Tenant shall be
deemed  to  constitute  a  trust fund for the benefit of Landlord. In the event,
however,  that Tenant shall have remedied such Event of Default, such assignment
shall be and deemed to be terminated and Tenant shall be deemed to be reinstated
with  all  of  the  rights  with  respect  to  said  subleases  and  rents.

     B.     Tenant  shall  not  directly  or  indirectly  collect  or accept any
payment  of  rent  (other than additional rent) under any sublease more than one
(1)  month in advance of the date when the same shall become due, and such rent,
in  the  case  of  any future sublease, shall be payable monthly, except that in
case  of  a  sublease  where the sublessor is required to make tenant changes or
alterations at such sublessor's expense, such sublessor may collect advance rent
for  an  amount  not  in  excess of one year's rent or the estimated cost of the
work,  whichever  is  less.
                                   ARTICLE 19

                   CONDITIONAL LIMITATIONS--DEFAULT PROVISIONS
                   -------------------------------------------
     SECTION19.1    If  any  one  or  more  of  the following events ("EVENTS OF
     -----------                                                       ---------
DEFAULT")  shall  occur:
     --

     (a)     if default shall be made in the due and punctual payment of any Net
Rent  or  additional rent payable under this Lease or any part thereof, when and
as  the same shall become due and payable, and such default shall continue for a
period  of ten (10) days after written notice from Landlord to Tenant specifying
the  items in default, provided that upon the second (2nd) default in any twelve
(12)  month  period,  no  notice  shall  be  required;  or
(b)     if default shall be made by Tenant in the performance or compliance with
any  of the agreements, terms, covenants or conditions in this Lease (other than
those referred to in Section 19.01(a)) for a period of twenty (20) business days
                     ----------------
after  notice from Landlord to Tenant specifying the items in default, or in the
case  of  a  default  or  a contingency which cannot with due diligence be cured
within said twenty (20) business day period, Tenant fails to proceed within said
twenty  (20)  business day period to commence to cure the same and thereafter to
prosecute  the  curing  of  such  default  with  due  diligence;  or
(c)     subject  to the provisions of Section 19.02 hereof, if Tenant shall file
                                      -------------
a  voluntary  petition  in  bankruptcy  or  shall  be  adjudicated a bankrupt or
insolvent,  or  shall  file  any  petition or answer seeking any reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under  the  present  or  any  future federal bankruptcy act or any other
present  or  future  federal, state or other bankruptcy or insolvency statute or
law,  or  shall  seek  or  consent  to  or  acquiesce  in the appointment of any
bankruptcy  or insolvency trustee, receiver or liquidator of Tenant or of all or
any  substantial  part  of  its  properties  or  of  the  Demised  Premises;  or
(d)     subject  to  the  provisions of Section 19.02 hereof, if a proceeding is
                                        -------------
commenced  against  Tenant seeking any reorganization, arrangement, composition,
readjustment,  liquidation,  dissolution  or similar relief under the present or
any  future federal bankruptcy act or any other present or future federal, state
or  other  bankruptcy or insolvency statute or law and such proceeding shall not
have been dismissed within ninety (90) days after notice from Landlord to Tenant
of  an  intention to terminate this Lease for failure to remove the condition in
question  or  if,  within ninety (90) days after the appointment of any trustee,
receiver  or  liquidator  of  Tenant  or  of  all  or  substantially  all of its
properties  or  of  the  Demised  Premises, such appointment shall not have been
vacated  or  stayed on appeal or otherwise, or if, within ninety (90) days after
the  expiration  of any such stay, such appointment shall not have been vacated,
within  ninety  (90) days after notice (to be given not before the expiration of
said  ninety  (90)  days  period)  from  Landlord  to  Tenant of an intention to
terminate  this  Lease  for  failure  to  remove  the  condition  in  question;
     Then and in any such event Landlord at any time thereafter may give written
notice  to  Tenant  specifying such Event of Default and stating that this Lease
and  the Term hereby demised shall expire and terminate on the date specified in
such  notice,  which  shall  be  at least ten (10) days after the giving of such
notice  (provided  that with respect to an Event of Default described in Section
                                                                         -------
19.1(c)  or  (d),  no such notice need be given), and upon the date specified in
 ------      ---
such  notice  (or,  if  no  notice  is required, upon the expiration of the time
 -
period  set  forth  in  Section  19.1(c)  or (d)) this Lease and the Term hereby
 -
demised  and  all  rights  of  Tenant  under  this  Lease, including any renewal
 -
privileges  whether  or  not  exercised,  shall expire and terminate, and Tenant
 -
shall  remain  liable  as  hereinafter  provided.
 -

     SECTION19.2    Upon  any  such  expiration  or  termination  of this Lease,
     -----------
Tenant shall quit and peacefully surrender the Demised Premises to Landlord, and
Landlord,  at  any  time  after  any such expiration or termination, may without
further  notice,  following  appropriate  judicial  proceedings,  enter upon the
Demised Premises and repossess the same, and dispossess Tenant and remove Tenant
and  all other persons and property from the Demised Premises and may have, hold
and  enjoy  the  Demised  Premises  and  the  right to receive all rental income
therefrom.

     SECTION19.3    At  any  time or from time to time after any such expiration
     -----------
or  termination, Landlord may relet the Demised Premises or any part thereof for
such  term  or  terms  (which may be greater or less than the period which would
otherwise  have  constituted  the balance of the Term of this Lease) and on such
conditions  (which  may  include concessions or free rent and alterations of the
Demised  Premises) as Landlord, in its discretion, may determine and may collect
and  receive  the  rents  therefor.  Landlord  shall use commercially reasonable
efforts  to  relet  the  Demised  Premises.

     SECTION19.4    A.     No such expiration or termination of this Lease shall
     -----------
relieve  Tenant of its obligations hereunder, and such obligations shall survive
any  such  expiration  or  termination.  In  the event of any such expiration or
termination,  whether or not the Demised Premises or any part thereof shall have
been  relet,  Tenant  shall  pay  to Landlord the Net Rent and all other charges
required  to  be paid by Tenant up to the time of such expiration or termination
of  this Lease, and thereafter Tenant, until the end of what would have been the
Term  of  this  Lease in the absence of such expiration or termination, shall be
liable  to  Landlord  for,  and shall pay to Landlord, as and for liquidated and
agreed current damages for Tenant's default, the equivalent of the amount of the
Net  Rent and the other rent and charges which would be payable under this Lease
by  Tenant  if  this  Lease  were  still in effect, less the net proceeds of any
reletting  effected  pursuant  to  the  provisions of Section 19.4 hereof, after
                                                      ------------
deducting  all Landlord's expenses in connection with such reletting, including,
without  limitation,  all repossession costs, brokerage commissions attributable
to  the period expiring when the Term would have expired, operating expenses and
reasonable  attorneys'  fees.

     B.     Tenant  shall  pay  such  current  damages  (herein  called  the
"DEFICIENCY")  to  Landlord monthly on the days on which the Net Rent would have
been  payable  under this Lease if this Lease were still in effect, and Landlord
shall  be  entitled  to  recover from Tenant each monthly deficiency as the same
shall  arise.
     SECTION19.5    Except  as  is  herein otherwise provided Tenant, for and on
     -----------
behalf of itself and all-persons claiming through or under Tenant (including any
leasehold  mortgagee or other creditor), waives any and all right of redemption,
re-entry or re-possession.  The terms "ENTER", "RE-ENTER", "ENTRY" or "RE-ENTRY"
                                       -----    --------    -----      --------
as  used  in  this  Lease  are not restricted to their technical legal meanings.

     SECTION19.6    No  failure  by Landlord or Tenant to insist upon the strict
     -----------
performance  of any agreement, term, covenant or condition hereof or to exercise
any  right or remedy consequent upon a breach thereof, and no acceptance of full
or  partial  rent  during the continuance of any such breach, shall constitute a
waiver  of any such breach or of such agreement, term, covenant or condition. No
agreement,  term,  covenant or condition hereof to be performed or complied with
by  either  party,  and  no breach thereof, shall be waived, altered or modified
except  by a written instrument executed by the parties. No waiver of any breach
shall  affect  or alter this Lease, but each and every agreement, term, covenant
and condition hereof shall continue in full force and effect with respect to any
other  then  existing  or  subsequent  breach  thereof.

     SECTION19.7    [Intentionally  Omitted]
     -----------

     SECTION19.8    Each  right  and  remedy provided for in this Lease shall be
     -----------
cumulative  and  in addition to every other right or remedy provided for in this
Lease  or  now  or  hereafter existing, at law or in equity, and the exercise by
Landlord  or Tenant of any one or more of the rights or remedies provided for in
this  Lease  or now or hereafter existing at law or in equity shall not preclude
the  simultaneous or later exercise by the party in question of any or all other
rights  or  remedies  provided for in this Lease or now or hereafter existing at
law  or  in  equity.

     SECTION19.9    A.     Notwithstanding  the  provisions of this Lease to the
     -----------
contrary,  in  the  event  Tenant  shall file a petition under Chapter 11 of the
Bankruptcy  Code,  Tenant's  trustee  or Tenant, as debtor-in-possession, shall,
unless  otherwise ordered by the Bankruptcy Court, elect to assume this Lease at
or  prior  to  the  earlier  of:  (i)  180 days after the date of filing of such
petition, and (ii) confirmation of a plan under Chapter 11. In the absence of an
election  to  assume  within  such  time  period, Tenant's trustee or Tenant, as
debtor-in-possession,  shall be deemed to have rejected this Lease. In the event
Tenant,  Tenant's  trustee  or  Tenant,  as  debtor-in-possession, has failed to
perform  all  of  Tenant's  obligations under this Lease within the time periods
(subject to the notices and grace periods provided for herein) required for such
performance, no election by Tenant's trustee or Tenant, as debtor-in-possession,
to  assume this Lease shall be effective unless each of the following conditions
has  been  satisfied:

     (i)     Tenant's  trustee or Tenant, as debtor-in-possession, has cured all
defaults under this Lease susceptible of being cured by the payment of money, or
has  provided  Landlord  with Assurance (as defined below) that it will cure all
defaults susceptible of being cured by the payment of money within ten (10) days
from  the  date  of such assumption and that it will, promptly after the date of
such  assumption, commence to cure all other defaults under this Lease which are
susceptible  of  being  cured  by the performance of any act and will diligently
pursue  completion  of  such  curing;
(ii)     Tenant's  trustee  or Tenant, as debtor-in-possession, has compensated,
or  has provided Landlord with Assurance that within ten (20) days from the date
of  such assumption it will compensate, Landlord for any actual pecuniary losses
incurred  by  Landlord  arising  from the default of Tenant, Tenant's trustee or
Tenant,  as  debtor-in-possession,  as  indicated  in  any  statement  of actual
pecuniary  loss  sent  by  Landlord  to  Tenant's  trustee  or  Tenant,  as
debtor-in-possession,  such  statement,  however, not to be deemed a binding and
conclusive  determination  or  computation  of the amount of such loss; Tenant's
trustee or Tenant, as debtor-in-possession, has provided Landlord with Assurance
of the future performance of each of the obligations under this Lease of Tenant,
Tenant's  trustee  or  Tenant,  as  debtor-in-possession;  and
(iii)     Such assumption will not breach or cause a default under any provision
of  any  other  lease, mortgage, financing agreement or other agreement by which
Landlord  is  bound  relating  to  the  Demised  Premises.
     B.     For purposes of this paragraph, Landlord and Tenant acknowledge that
"Assurance"  shall  mean  either:  (x)  Tenant's  trustee  or  Tenant,  as
debtor-in-possession,  has  and  will  continue  to  have  reasonably sufficient
unencumbered  assets  after  the  payment  of  all  secured  obligations  and
administrative expenses to reasonably assure Landlord that sufficient funds will
be  available  to  fulfill  the  obligations  of Tenant under this Lease; or (y)
Tenant's  trustee  or  Tenant,  as  debtor-in-possession,  has  deposited  with
Landlord,  as  security, an amount equal to two (2) installments of Rent (at the
rate then payable) which shall be applied to installments of Rent in the inverse
order of their maturity; or (z) the Bankruptcy Court shall have entered an order
granting  to  Landlord a valid and perfected first lien and security interest in
property  of Tenant, Tenant's trustee or Tenant, as debtor-in-possession, having
a  fair  market  value  as determined by the Bankruptcy Court appraiser at least
equal  to  two  (2)  installments  of  Rent  (at  the  rate  then  payable).
C.     If  Tenant's trustee or Tenant, as debtor-in-possession, has assumed this
Lease pursuant to the terms and provisions of Subparagraph (1) of this Paragraph
(b)  for  the  purpose of assigning (or elects to assign) this Lease, this Lease
may be so assigned only if the proposed assignee has provided adequate assurance
of  future  performance  of  all  of the terms, covenants and conditions of this
Lease  to  be  performed by Tenant. As used herein "adequate assurance of future
performance"  shall  mean  that  each  of  the  following  conditions  has  been
satisfied:
     (i)     The  proposed  assignee shall have paid to Landlord an amount equal
to  six  (6)  months  of  basic  annual  Rent  at  the  rate  then  payable;
(ii)     The  proposed  assignee  has  furnished Landlord with either: a current
financial  statement  audited  or  reviewed  by  a  certified  public accountant
indicating  a net worth and working capital in amounts which Landlord reasonably
determines to be sufficient to assure the future performance by such assignee of
Tenant's obligations under this Lease; or a guarantee or guarantees, in form and
substance  reasonably  satisfactory to Landlord, from one or more persons with a
net  worth  equal  to  or  in  excess  of  $3,000,000.00  in  the  aggregate;
(iii)     Landlord  has  obtained  all  consents or waivers from others required
under  any  lease,  mortgage,  financing arrangement or other agreement by which
Landlord  is bound to permit Landlord to consent to such assignment, Landlord to
use  its reasonable efforts to obtain such consents or waivers; and The proposed
assignment  will not release or impair any guaranty of the obligations of Tenant
(including  the  proposed  assignee)  under  this  Lease.
     D.     When,  pursuant  to the Bankruptcy Code, Tenant's trustee or Tenant,
as  debtor-in-possession, shall be obligated to pay reasonable use and occupancy
charges  for  the  use of the Demised Premises (as distinguished from Rent under
this  Lease  while this Lease continues in force and effect), such charges shall
be  not  less  than  the  Rent  payable  by  Tenant  under  this  Lease.
E.     Neither  the  whole nor any portion of Tenant's interest in this Lease or
its estate in the Demised Premises shall pass to any trustee, receiver, assignee
for  the  benefit  of  creditors,  or any other person or entity or otherwise by
operation  of  law under the laws of any state having jurisdiction of the person
or  property  of Tenant (excluding Section 18.2.B of this Lease) unless Landlord
                                   --------------
shall  have  consented to such transfer in writing. No acceptance by Landlord of
rent  or  any other payments from any such trustee, receiver, assignee, or other
person  or  entity  shall  be  deemed to constitute such consent by Landlord nor
shall  it  be  deemed  a  waiver of Landlord's right to terminate this Lease and
recover possession of the Demised Premises for any transfer of Tenant's interest
under  this  Lease  without  such  consent.
                                   ARTICLE 20

                                SECURITY DEPOSIT
                                ----------------
     SECTION20.1    Simultaneously  with  the  execution  and  delivery  of this
     -----------
Lease,  Tenant  shall deposit with Landlord the sum of Nine Thousand One Hundred
and 00/100 ($9,100.00) Dollars as security for the performance and observance by
Tenant  of Tenant's covenants and obligations under this Lease.  If the security
is deposited in cash, Landlord shall provide notice to Tenant of the institution
where  such  security  is  being  held  and  of  any  transfers of the security.

     SECTION20.2    Upon  the  occurrence  of  an Event of Default, Landlord may
     -----------
use,  apply  or retain the whole or any part of the security so deposited to the
extent  required for the payment of any Rent as to which Tenant is in default or
for  any sum which Landlord may expend or may be required to expend by reason of
Tenant's  default.  In  the event Landlord applies or retains any portion or all
of  the  security delivered hereunder, Tenant shall forthwith restore the amount
so  applied  or  retained so that at all times the amount deposited shall be not
less  than  the  security  set  forth  in  Section  20.1.
                                           -------------

     SECTION20.3    Provided  that  no uncured Event of Default exists as of the
     -----------
Expiration  Date,  the  security shall be returned to Tenant reasonably promptly
after  the  date  fixed as the end of the Term and after delivery to Landlord of
possession  of  the  Demised  Premises.  In  the  event of any sale, transfer or
leasing  of Landlord's interest in the Demised Premises, Landlord shall have the
right  to  transfer the unapplied part of the security and the interest thereon,
if any, to which Tenant is entitled, or any interest it may have in the Security
Letter,  as  the  case  may be, to the vendee, transferee or lessee and Landlord
shall  thereupon  be  released  by  Tenant  from all liability for the return or
payment thereof, and Tenant shall look solely to the new landlord for the return
or  payment  of  same.  The  provisions of the preceding sentence shall apply to
every  sale,  transfer  or leasing of the Demised Premises, and any successor of
Landlord  may, upon a sale, transfer, leasing or other cessation of the interest
of such successor in the Improvements, whether in whole or in part, pay over any
unapplied  part  of  said  security  or any interest it may have in the Security
Letter,  as  the  case  may  be,  to  any  vendee,  transferee  or lessee of the
Improvements,  and  shall  thereupon  be  relieved of any liability with respect
thereto.

                                   ARTICLE 21

                          CONDITION OF DEMISED PREMISES
                          -----------------------------
     Except as otherwise provided herein, no representations with respect to the
condition  or  use of the Demised Premises were made by or on behalf of Landlord
prior  to  or  upon  the execution of this Lease.  Tenant has accepted and is in
possession  of  the  Demised  Premises  in  their AS-IS CONDITION as of the date
hereof.  Any  improvements  existing  on the Demised Premises on or prior to the
Commencement  Date  shall  continue  to  be  owned  in  fee  by  the  Landlord.

                                   ARTICLE 22

                                     NOTICES
                                     -------
     Any and all notices, demands, requests, submissions or other communications
or  documents  required  to be given, delivered or served or which may be given,
delivered  or  served  under  or  by  the  terms and provisions of this Lease or
pursuant  to  law  or  otherwise,  shall  be  in  writing  and  shall  be deemed
sufficiently  given  or  rendered  if delivered by hand (against an affidavit of
delivery) or by a nationally recognized overnight courier (against a receipt for
delivery)  or if sent by registered or certified mail (return receipt requested)
addressed:  if  to  Tenant,  at  Tenant's  address  set  forth herein, Attn: Mr.
Mitchell  Binder,  with  a  copy  to Robinson & Cole, LLP, 885 Third Avenue, New
York, NY 10022, Attn: Elliot H. Lutzer, or if to Landlord, at Landlord's address
set  forth  herein,  Attn:  Mr. Richard Hetherington, with a copy to Fitzpatrick
Lentz  &  Bubba, P.C., 4001 Schoolhouse Lane, Center Valley, Pennsylvania 18034,
Attn:  Jane  P.  Long, Esq., and to any Fee Mortgagee as Landlord may reasonably
designate  or  to  such  other  address(es) and with such other copies as either
Landlord or Tenant may reasonably designate as its new address(es) or additional
address(es)  for  such  purposes by notice given to the other in accordance with
the  provisions  of this Article 22.  Any such bill, statement, consent, notice,
                         ----------
demand,  request or other communication shall be deemed to have been rendered or
given  (a) on the date it shall have been received, if delivered by hand, on the
next  business day after deposit with a  reputable overnight delivery courier or
(c)  on  the  fourth  (4th) day after mailing as provided above, if delivered by
mail.  Each  party  may have counsel deliver notices to each other with the same
force  and  effect  as  if  given  by  the  party  represented  by such counsel.

                                   ARTICLE 23

                                    HOLDOVER
                                    --------
     Any holding over for a period after the expiration of the Term hereof shall
be construed to be a tenancy from month-to-month at a rental factor equal to (a)
One  Hundred  Fifty  (150%)  percent of the Net Rental due hereunder immediately
prior  to the expiration of the Term plus (b) all additional rents, as specified
herein  (pro-rated  on a monthly basis), and shall otherwise be on the terms and
conditions herein specified, so far as same are applicable.  Notwithstanding the
foregoing,  and  in  addition  thereto,  Landlord's  acceptance of the foregoing
payments  shall not limit its right to evict Tenant from the Demised Premises as
a  holdover.

                                   ARTICLE 24

                                 QUIET ENJOYMENT
                                 ---------------
     Tenant,  upon paying the Net Rent and all additional rent and other charges
herein  provided  for  and  observing  and keeping all covenants, agreements and
conditions  of  this Lease on its part to be kept, observed and performed, shall
quietly have and enjoy the Demised Premises during the Term without hindrance or
molestation  by  anyone  claiming  by, through or under Landlord, subject to the
exceptions,  reservations  and  conditions of this Lease.  In furtherance of the
foregoing,  Landlord shall not, during the Term of this Lease, change the zoning
of  the Demised Premises, apply for any variances, grant any easements or rights
of  way,  change  the site plan, subdivide to Demised Premises or take any other
similar  actions  with  respect to the Demised Premises, which has the effect of
increasing  the  costs  to  Tenant  of  performing  its obligations hereunder or
operating  its  business  therein.

                                   ARTICLE 25

                             EXCAVATION AND SHORING
                             ----------------------
     SECTION25.1    If  any  excavation shall be made or contemplated to be made
     -----------
for  building  or  other purposes upon property or streets adjacent to or nearby
the  Demised  Premises, Tenant shall either: (i) afford to the person or persons
causing  or  authorized  to  cause  such  excavation the right to enter upon the
Demised  Premises  for  the purpose of doing such work as such person or persons
shall consider to be necessary to preserve any of the walls or structures of the
improvements  on  the  Demised Premises from injury or damage and to support the
same by proper foundations, or  (ii) at Tenant's expense, do or cause to be done
all  such work as may be necessary to preserve any of the walls or structures of
the  improvements  on the Demised Premises from injury or damages and to support
the  same  by  proper  foundations.  Tenant  shall  not,  by  reason of any such
excavation  or work, have any claim against Landlord for damages or indemnity or
for  suspension,  diminution,  abatement  or reduction of rent under this Lease.

     SECTION25.2    Landlord  hereby  assigns  to Tenant, without recourse, such
     -----------
rights,  if  any, as Landlord may have against any parties causing damage to the
improvements  on the Demised Premises as described in Section 25.1 hereof to sue
for  and  recover  amounts  expended  by  Tenant  as  a  result  of such damage.

                                   ARTICLE 26

                                NO RENT ABATEMENT
                                -----------------
     SECTION26.1    A.     No  abatement,  diminution  or reduction of Net Rent,
     -----------
additional  rent  or  charges  shall  be  claimed by or allowed to Tenant or any
person  claiming  under  Tenant,  under  any  circumstances,  whether  for
inconvenience,  discomfort, interruption of business, or otherwise, arising from
the  making  of  alterations, changes, additions, improvements or repairs to any
building  or  buildings  now on or which may hereafter be erected on the Demised
Premises, by virtue or because of any present or future Legal Requirement or for
any  other  cause  or  reason.

     B.     "Abatement  Event"  shall  mean  any of the following, provided same
substantially interferes with Tenant's use of the Demised Premises and Tenant as
a  result  thereof  vacates  all,  or  a portion of the Demised Premises because
Tenant  can  no  longer  use  same  for  its  business purposes: (i) any repair,
maintenance  or  other work by Landlord done or not done in or about the Demised
Premises;  (ii)  any default by Landlord under this Lease; or (iii) the presence
of  any  Hazardous  Materials  at  the  Demised  Premises  not caused by Tenant.
C.     If an Abatement Event occurs and continues for five (5) consecutive days,
all base Rent shall abate from the date the Abatement Event first occurred until
its cessation.  In the event of an Abatement Event that renders only part of the
Demised  Premises unusable, the abatement shall be calculated by multiplying the
base  rent  and any additional rent by the proportion that the square footage of
the  portion  of the Demised Premises so affected bears to the square footage of
the  entire  Demised  Premises,  provided,  however,  if  the interference is to
Tenant's  use of the Demised Premises and is such that the unaffected portion of
the  Demised  Premises,  if  any,  is  not sufficient to allow Tenant to conduct
effectively  its business from such portion, the said base rent, additional rent
and  any other charges due hereunder shall totally abate until such interference
ceases.
                                   ARTICLE 27

                             [INTENTIONALLY OMITTED]

                                   ARTICLE 28

                              ESTOPPEL CERTIFICATES
                              ---------------------

     SECTION28.1    Tenant  shall,  without charge, at any time and from time to
     -----------
time,  within  fifteen (15) days after request by Landlord or any Fee Mortgagee,
certify  by  commercially  reasonable  written  instrument,  duly  executed,
acknowledged  and  delivered  to Landlord or Fee Mortgagee, or any other person,
firm  or  corporation  specified  by  Landlord:

     (a)     that  this Lease is unmodified and in full force and effect, or, if
there  have been any modifications, that the same is in full force and effect as
modified  and  stating  the  modifications;
(b)     whether  or not there are then existing any set-offs or defenses against
the  enforcement of any of the agreements, terms, covenants or conditions hereof
and any modifications hereof upon the part of Tenant to be performed or complied
with,  and,  if  so,  specifying  the  same;
(c)     the  dates,  if any, to which the Net Rent and additional rent and other
charges  hereunder  have  been  paid  in  advance;
(d)     the  date  of  expiration  of  the  current  term;
(e)     the  Net  Rent  then  payable  under  this  Lease;  and
(f)     such  other  information  as  may  be  reasonably  requested.
     SECTION28.2    Landlord shall, without charge, at any time and from time to
     -----------
time,  within  fifteen (15) days after request by Tenant certify by commercially
reasonable  written  instrument,  duly  executed,  acknowledged and delivered to
Tenant  or  any  other  person,  firm  or  corporation  specified  by  Tenant:

     (a)     that  this Lease is unmodified and in full force and effect, or, if
there  shall  have been modifications, that the same is in full force and effect
as  modified  and  stating  the  modifications;
(b)     whether  or not there are then existing any set-offs or defenses against
the  enforcement of any of the agreements, terms, covenants or conditions hereof
and any modifications hereof upon the part of Tenant to be performed or complied
with,  and  if  so,  specifying  the  same;
(c)     the  dates,  if any, to which the Net Rent and additional rent and other
charges  have  been  paid  in  advance;
(d)     the  date  of  expiration  of  the  current  term;
(e)     the  Net  Rent  then  payable  under  this  Lease;  and
(f)     such  other  information  as  may  be  reasonably  requested.
                                   ARTICLE 29

                  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
                  ---------------------------------------------
     SECTION29.1    Landlord  represents  and  warrants  that,  as  of  the date
     -----------
hereof,  there  are  no  Fee  Mortgages affecting the Demised Premises.  Nothing
     -
herein  contained  shall  limit  Landlord's  right  to place any mortgage on the
interests of Landlord in the Demised Premises including, without limitation, any
modifications,  consolidations,  extensions,  renewals and replacements thereof.

     SECTION29.2    A.     This  Lease  shall be subject and subordinate to each
     -----------
and every Fee Mortgage now or hereafter existing from time to time, provided and
upon  the  condition  that  Landlord shall obtain from each such Fee Mortgagee a
subordination,  non-disturbance  and  attornment agreement, in the standard form
then-customarily  employed  by  such  Fee  Mortgagee  and  otherwise  reasonably
acceptable  to  Tenant  (or,  if  none,  a  form  selected  by Landlord which is
reasonably  satisfactory to Tenant and such Fee Mortgagee), and Tenant agrees to
execute,  acknowledge  and  deliver  same  with  reasonable  promptness.

     B.     If  the  holder  of  any  Fee  Mortgage, or any designee of any such
holder,  shall  succeed  to  the  rights  of  Landlord under this Lease, whether
through  possession  or  foreclosure  action or delivery of a new lease or deed,
then  at  the  request  of such party so succeeding to Landlord's rights (herein
called "SUCCESSOR LANDLORD"), Tenant shall automatically attorn to and recognize
        ------------------
such Successor Landlord as Tenant's landlord under this Lease and shall promptly
execute  and  deliver  any  commercially  reasonable  instrument  (herein called
"ATTORNMENT  AGREEMENT")  that such Successor Landlord may reasonably request to
      ----------------
evidence  such  attornment.  Upon  such  attornment this Lease shall continue in
full  force  and  effect  as  a  direct lease between the Successor Landlord and
Tenant  upon all of the terms, conditions and covenants as are set forth in this
Lease,  except  that  the  Successor  Landlord  shall  not (a) be liable for any
previous  act  or  omission  of Landlord under this Lease; (b) be subject to any
offset,  not  expressly provided for in this Lease, which theretofore shall have
accrued to Tenant against Landlord; (c) be bound by any previous modification of
this  Lease  or by any previous prepayment of more than one month's Rent, unless
such modification or prepayment shall have been expressly approved in writing by
the holder of the Fee Mortgage; or (d) be obligated to make any improvements to,
or  perform  any  work  at,  or  furnish  any services to, the Demised Premises.
     SECTION29.3    If  any  act  or  omission of Landlord would give Tenant the
     -----------
right,  immediately  or  after lapse of a period of time, to cancel or terminate
this  Lease,  or  to  abate  the  payment of Rent or to claim a partial or total
eviction,  Tenant  shall  not exercise such right (a) until it has given written
notice  of such act or omission to Landlord and each Fee Mortgagee; provided the
name  and address of any such Fee Mortgagee shall previously have been furnished
to  Tenant,  and (b) until ten (10) days shall have elapsed following the giving
of such notice if the same can be remedied within such ten (10) day period or if
the  same  cannot  be remedied within ten (10) days until a reasonable period of
time  (but  in not event more than sixty (60) days) has elapsed to cure provided
such  cure  has  commenced  within  the  thirty  (30)  day period, and, further,
provided  the Fee Mortgagee shall with due diligence continue to remedy such act
or  omission.

                                   ARTICLE 30

                     WAIVER OF JURY TRIAL AND COUNTERCLAIMS
                     --------------------------------------
     SECTION30.1    Landlord  and  Tenant  hereby waive trial by jury of any and
     -----------
all  issues arising in any action or proceeding connected with this Lease or any
negotiations  in  connection therewith.  In case Landlord shall commence summary
proceedings  or  an  action for non-payment of rent or additional rent hereunder
against  Tenant,  Tenant  shall  not interpose any counterclaim of any nature or
description  in  any  such  proceeding  or  action, but shall be relegated to an
independent  action  at  law.

                                   ARTICLE 31

                           DEFINITION OF CERTAIN TERMS
                           ---------------------------
     SECTION31.1    For  purposes  of  this  Lease, unless the context otherwise
     -----------
requires:

     (a)     The  term  "LANDLORD"  as used herein shall mean only the owner for
                         --------
the  time  being  of  the  Demised  Premises,  so  that  in the event of a sale,
transfer,  conveyance or other termination of Landlord's interest in the Demised
Premises  Landlord  shall  be  and  hereby is entirely freed and relieved of all
liability  of Landlord hereunder, arising and accruing under this Lease from and
after  the  date  of  such  sale  transfer  conveyance,  or other termination of
Landlord's  interest  in  the  Demised Premises and in such event Landlord shall
remit  to  the trustee acting or to act pursuant to Section 5.8 hereof any funds
                                                    -----------
held  by  Landlord  (other  than  any  security  deposit) in which Tenant has an
interest,  but  if  there  shall then be no such trustee Landlord may remit such
funds  to  the  successor  owner  of the Demised Premises and shall remit to the
successor owner any security deposit or security letter of credit deposited with
Landlord.  Landlord  shall remain liable for any such moneys not so remitted. It
shall  be  deemed and construed without further agreement between the parties or
their successors in interest, or between the parties and such successor owner of
the  Demised Premises, that such successor owner has assumed and agreed to carry
out  any  and  all  agreements, covenants and obligations of Landlord hereunder.
(b)     Any  reference herein to "THE TERMINATION OF THIS LEASE" shall be deemed
                                  -----------------------------
to  include  any termination hereof by expiration, or pursuant to Article 15, 16
                                                                  ----------  --
or  19  hereof,  or  otherwise.
    --
(c)     The  term  "FEE MORTGAGE", whether or not used in combination with other
                    ------------
qualifying  words, shall include a deed of trust to a trustee to secure an issue
of  bonds, debentures, notes or other obligations, and the term "FEE MORTGAGEE",
                                                                 -------------
when  used  with reference to a mortgage, shall include the trustee under a deed
of  trust and, when appropriate, the holder or holders of the bonds, debentures,
notes  or  other  obligations  secured  thereby.
(d)     The  term "UNAVOIDABLE DELAYS" shall mean delays due to strikes, acts of
                   ------------------
God,  scarcity  of  labor or materials, governmental restrictions, enemy action,
civil commotion, fire, casualty or other causes beyond the reasonable control of
Tenant.
                                   ARTICLE 32

                                     BROKERS
                                     -------
     Landlord and Tenant each represent and warrant to the other that it has not
dealt  with  any  broker  or  other  person  in  connection with this Lease.  In
executing  and  delivering this Lease, Landlord and Tenant have each relied upon
the  foregoing  representation  and  warranty.  Landlord  and  Tenant shall each
indemnify  and  hold  the other harmless from and against any and all claims for
commissions, fees, reimbursement for expenses or other compensation by reason of
its  breach  of  the  foregoing  representation and warranty and for any and all
costs  incurred  by the other in connection with such claims, including, without
limitation,  reasonable  attorneys' fees and disbursements. This provision shall
survive  the  expiration  or  earlier  termination  of  this  Lease.

                                   ARTICLE 33

                               CONSENT OF LANDLORD
                               -------------------
     Where  any  provision  of  this  Lease  requires the consent or approval of
Landlord,  except  as  may  be set forth herein to the contrary, Landlord agrees
that  Landlord will not unreasonably withhold or delay such consent or approval.
Where  any  provision  of  this  Lease  requires  Tenant  to  do anything to the
satisfaction  of  Landlord,  Landlord agrees that Landlord will not unreasonably
refuse  to  state  Landlord's  satisfaction  of  such  action  by  Tenant.

                                   ARTICLE 34

                             PAYMENTS UNDER PROTEST
                             ----------------------
     In  case  of  any  dispute  between Landlord and Tenant with respect to the
amount  of  money  payable  by  Tenant  to Landlord under the provisions of this
Lease,  Tenant may make payment under protest and, in such event, may assert and
prosecute  a  claim  or claims for the recovery of the sum, or any part thereof,
that  shall  have  been  so  paid  by  Tenant  under  protest.

                                   ARTICLE 35

                         GOVERNING LAW; NON-RECORDATION
                         ------------------------------
     This  Lease  shall be construed and enforced in accordance with the laws of
the  Commonwealth  of Pennsylvania, and any action or proceeding hereunder shall
be  brought  and  maintained  only  within  the County of Bucks, Commonwealth of
Pennsylvania.  Tenant  expressly warrants and represents that it will not record
this  Lease.  At  the  request  of  either party the other party shall execute a
statutory form memorandum, notice of short form of lease which shall be recorded
in  the  land  records  of  County  of  Bucks,  Commonwealth  of  Pennsylvania.

                                   ARTICLE 36

                              NO ORAL MODIFICATION
                              --------------------
     All prior understandings and agreements between the parties are merged with
this  Lease  which  fully  and  completely  sets  forth the understanding of the
parties; and this Lease may not be changed or terminated orally or in any manner
other  than  by  an  agreement  in  writing and signed by the party against whom
enforcement  of  the  change  or  termination  is  sought.

                                   ARTICLE 37

                COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES
                ------------------------------------------------
     The  covenants  and agreements herein contained shall bind and inure to the
benefit  of Landlord, its successors and assigns, and Tenant, its successors and
assigns.  All  references  to  "Landlord"  and "Tenant" shall also include their
respective  successors  and  assigns unless the context shall otherwise require.

                                   ARTICLE 38

       CAPTIONS, TABLE OF CONTENTS AND INVALIDITY OF PARTICULAR PROVISIONS
       -------------------------------------------------------------------
     SECTION38.1    The captions of this Lease are for convenience and reference
     -----------
only  and  in no way define, limit or describe the scope or intent of this Lease
nor  in  any  way  affect  this  Lease.

     SECTION38.2    The  table  of  contents  preceding this Lease but under the
     -----------
same cover is for the purpose of convenience and reference only and is not to be
deemed  or  construed  in  any  way  as  part of this Lease, nor as supplemental
thereto  or  amendatory  thereof.

     SECTION38.3    If  any  term  or provision of this Lease or the application
     -----------
thereof  to  any  person  or  circumstances  shall, to any extent, be invalid or
unenforceable,  the  remainder of this Lease, or the application of such term or
provision  to  persons  or circumstances other than those as to which it is held
invalid  or  unenforceable,  shall  not  be  affected thereby, and each term and
provision  of  this  Lease  shall be valid and be enforced to the fullest extent
permitted  by  law.

                                   ARTICLE 39

                           CONSTRUCTION OF THIS LEASE
                           --------------------------
     This  Lease shall be given a fair and reasonable construction in accordance
with  the  intentions  of  the  parties  hereto, and without regard to or aid of
canons  requiring  construction  against  the  party  drawing  this  Lease.

                           [NEXT PAGE SIGNATURE PAGE]


<PAGE>

     IN  WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused this Lease to be
executed  by their duly authorized officers and their respective corporate seals
to  be  hereunto  affixed,  intending  to  be  legally  bound  hereby.


                                  RUDY'S  THERMO-NUCLEAR  DEVICES

                                  By:  No  Load,  Inc.,  its  general  partner
ATTEST:
/s/  Joanne  Hetherington         By:  /s/    Richard  Hetherington
-------------------------              ---------------------------
                                       Name:  Richard  Hetherington
                                       ---------------------
                                       Title: President
                                              ---------


ATTEST:                          TDL  MANUFACTURING,  INC.


/s/  Elliot  Lutzker               By:     /s/Dennis  Sunshine
--------------------                       -------------------
                                   Name:   Dennis  Sunshine
                                           ----------------
                                   Title:  CEO
                                           ---

ATTEST:                           TULIP  DEVELOPMENT  LABORATORY,  INC.
                                  -------------------------------------


/s/  Elliot  Lutzker               By:     /s/  Dennis  Sunshine
--------------------                       ---------------------
                                   Name:  Dennis  Sunshine
                                          ----------------
                                   Title: CEO
                                          ---


<PAGE>
------

                                    EXHIBIT A
                                    ---------


                                Legal Description
                                -----------------



<PAGE>
                                    EXHIBIT B
                                    ---------


                               Landlord's Storage
                               ------------------

<PAGE>

                                    EXHIBIT C
                                    ---------


                             Permitted Encumbrances
                             ----------------------