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                                                                     Exhibit 6.7

                               AGREEMENT OF LEASE

                              Multi-Tenant Building

         THIS AGREEMENT OF LEASE by and between Union Deposit Corporation, agent
for Union Deposit Limited Partnership organized and existing under the laws of
Pennsylvania (herein called "Landlord") and Pennsylvania Physician Healthcare
Plan, Inc. organized and existing under the laws of Pennsylvania (herein called
"Tenant").

                                                    WITNESSETH:

         1. Premises. As used herein the term "Building" shall mean the Building
containing approximately 43,850 square feet on a tract of land (herein called
the "Lot") located at 651 East Park Drive, Lower Paxton Township, Dauphin
County, PA (the Building, the Lot and any other improvements thereon being
herein collectively called the "Property"). Landlord does hereby demise and let
unto Tenant and Tenant does hereby lease and take from Landlord for the term and
upon the terms, covenants, conditions and provisions set forth herein all that
certain portion of the Building as outlined on Exhibit "A" hereto which shall be
completed in accordance with Article 2 hereof having a street address of 651
East Park Drive, Harrisburg, PA 17111 (herein called the "Premises") together
with the right, in common with other occupants of the Building, to use
driveways, sidewalks, and loading and parking areas.

         2. Completion by Landlord. The Premises shall be completed in
accordance with the plans attached hereto as Exhibit "B" (herein called the
"Plans"). All necessary construction shall be commenced promptly and shall be
substantially completed ready for use and occupancy by Tenant on the date set
forth in Article 3. Provided, however, that the time for substantial completion
of the Premises shall be extended for additional periods of time equal to the
time lost by Landlord or Landlord's contractors, subcontractors or suppliers due
to strikes or other labor troubles, governmental restrictions and limitations,
scarcity, unavailability or delays in obtaining fuel, labor or materials, war or
other national emergency, accidents, floods, defective materials, fire damage or
other casualties, adverse weather conditions, or any cause similar or dissimilar
to the foregoing beyond the reasonable control of Landlord or Landlord's
contractors, subcontractors or suppliers. All construction shall be done in a
good and workmanlike manner and shall comply at the time of Completion with all
applicable and lawful laws, ordinances, regulations and orders of the federal,
state, county or other governmental authorities having jurisdiction thereof.
Tenant and its authorized agents, employees and contractors shall have the
right, at Tenant's own risk, expense and responsibility, at all reasonable times
prior to the Commencement Date as hereinafter deemed, to enter the Premises for
the purpose of taking measurements and installing its furnishings and equipment
provided that Tenant, in so doing, shall not interfere with or delay the work to
be performed hereunder by Landlord, and Tenant shall use contractors and workmen
compatible with the contractors and workmen engaged in the

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work to be performed hereunder by Landlord, and Tenant shall have obtained
Landlord's written consent prior to installing any furnishings or equipment.
Tenant is permitted to install computer and telephone wiring during and after
Tenant build-out.

         3. Term. The term of this lease shall commence on the date when the
Premises and the improvements required to be constructed by Landlord under
Article 2 hereof shall have been substantially completed (herein called the
"Commencement Date"). If the date of substantial completion is delayed as a
result of changes requested by Tenant, the term of the lese shall commence as if
the Premises were substantially complete on the originally scheduled date, as
extended for reasons other than those caused by Tenant. Unless sooner terminated
in accordance with the terms hereof, the term of this lease shall end without
the necessity for notice from either party to the other at 12:01 a.m. local time
on the fifth(5th) anniversary of the first day of the first full calendar month
during the term (herein called the "Expiration Date").

         4. Use of Premises. Tenant shall occupy the Premises throughout the
term and shall use the same for and only for a general offices.

         5. Rent.

                 (a) Minimum Annual Rent. Tenant shall pay a minimum annual
rent, without notice or demand, and without setoff, in advance, on the first day
of each calendar month during the term of this lease in accordance with the
minimum annual rent schedule herein below. Provided, however that rent for the
first full month shall be paid upon the signing of this lease. If the
Commencement Date shall fall on a day other than the first day of a calendar
month, the rent shall be apportioned pro rata on a per diem basis for the period
between the Commencement Date and the first day of the following calendar month
and such apportioned sum shall be paid on such Commencement Date. In addition,
Tenant shall pay Landlord without setoff the additional rent as hereinafter set
forth. Unless otherwise specifically provided, all sums shall be paid to
landlord at the address given in Article 31 hereof.


                          Monthly Installment Schedule
                                       of
                               Minimum Annual Rent

Months                                                       Monthly Installment
------                                                       -------------------

Month 1 until commencement of Phase 2                            $ 5,741.67
Commencement of Phase 2 until commencement of Phase 3            $ 9,016.58
Commencement of Phase 3 thru Month 23                            $11,941.58
Month 24 thru Month 36                                           $12,529.48
Month 37 thru Month 48                                           $13,034.70
Month 49 thru Month 60                                           $13,558.29

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                 (b) Base Operating Cost. In addition to the minimum annual rent
Tenant shall pay Base operating Costs in equal monthly installments in
accordance with the Base Operating Cost Schedule herein below, which sums shall
be applied to payment of the costs owed to Landlord by Tenant for the taxes and
impositions pursuant to Article 6, insurance pursuant to Article 7 and 16 and
the management, repairs and maintenance pursuant to Article 8. Landlord shall
cause the actual amount of such costs to be certified to Tenant within one
hundred twenty (120) days following the end of each calendar year, and Landlord
or Tenant, as the case may be, shall, within thirty (30) days of the mailing of
the certification, pay to the other the amount of any deficiency or overpayment
then due from one to the other. In lieu thereof, at Landlord's option, Landlord
may credit Tenant's account for any overpayment. Tenant shall be provided
itemized expense list at time of billing or crediting. Tenants share of Base
Operating Costs will be the proportionate share as defined in Paragraph 30(f) of
this lease.

                          Monthly Installment Schedule
                                       of
                               Base Operating Cost

Months                                                       Monthly Installment
------                                                       -------------------

Month 1 until commencement of Phase 2                             $2,208.33
Commencement of Phase 2 until Commencement of Phase 3             $3,467.92
Commencement of Phase 3 thru Month 60                             $4,558.33


         6. Taxes and Other Impositions.

                 (a) Payment. Pursuant to 5.b. hereinabove and as additional
rent hereunder, at least thirty (30) days before any fine, penalty, interest or
cost may be added thereto for the non-payment thereof (or sooner if elsewhere
herein required), Tenant shall pay throughout the term of this lease all levies,
taxes, assessments, water and sewer rents and charges, liens, license and permit
fees, charges for public utilities and all other charges, imposts or burdens of
whatsoever kind and nature, general or special, foreseen or unforeseen, whether
or not particularized by name, ordinary or extraordinary , which are applicable
to the term of this lease, and which are created, levied, assessed, conformed,
adjudged, imposed or charged by any federal, state or municipal government or
public authority, or under any law, ordinance or regulation thereof, or pursuant
to any recorded covenants or agreements (all of which are hereinafter referred
to as "Impositions") upon or with respect to the Premises, the Lot or any
improvements made thereto, any part of the foregoing, any appurtenances thereto,
or directly upon this lease or the rent payable hereunder or amounts payable by
any subtenants or other

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occupants of the Premises, or upon this transaction or any related documents to
which Tenant is a party or successor in interest, or against landlord because of
landlord's estate or interest herein. Additionally, Tenant shall pay as
aforesaid a proportionate share as defined in paragraph 30(f) of any Imposition
which is not imposed upon the Premises as a separate entity but which is imposed
upon the Lot, the Building or the Property or upon the appurtenances, leases,
rents, transactions or documents relating to the Lot, the Building or the
Property.

                 (b) New Methods of Taxation. Nothing herein contained shall be
interpreted as requiring Tenant to pay any income, excess profits, corporate
capital stock, or franchise tax imposed or assessed upon Landlord, unless such
tax or any similar tax is levied or assessed in lieu of all or any part of any
Imposition or an increase in any Imposition. If under the requirements of any
state or local law with respect to such new method of taxation, Tenant is
prohibited from paying such new tax, Landlord may, at its election, terminate
this lease by giving written notice thereof to Tenant.

                 (c) Contest by Landlord. Landlord may bring proceedings to
contest the validity or amount of any Imposition or to recover payments
therefor. Tenant shall cooperate with landlord with respect to such proceedings
to the extent reasonably necessary and shall pay landlord a proportionate share
of all reasonable costs, fees and expenses incurred in connection with such
proceedings as additional rent promptly upon being billed therefor.

         7. Insurance.

                 (a) Insurance. Landlord shall maintain and keep in effect
throughout the term of this lease insurance against loss or damage to the
Building or the Property by fire and such other casualties as may be included
within either fire an extended coverage insurance or all-risk insurance and such
other insurance as or as may reasonably be required from time to time by any
mortgagee or as may be required generally by mortgage lending institutions.
Pursuant to Article 5.b. hereinabove, Tenant shall pay to landlord as additional
rent its proportionate share of premiums to be paid by landlord for insurance
promptly upon being billed therefor.

                 (b) Liability. Tenant, at Tenant's sole cost and expense, shall
maintain and keep in effect throughout the term insurance against liability for
bodily injury (including death) or property damage in or about the Premises or
the Property under a policy of comprehensive general public liability insurance,
with such limits as to each as may be reasonably required by Landlord from time
to time, but not less than $500,000 for each person and $1,000,000 for each
occurrence of bodily injury (including death) and $500,000 for property damage.
The policies of comprehensive general public liability insurance shall name
Landlord and Tenant as the insured parties. Each such policy shall provide that
it shall not be cancelable without at least thirty (30) days prior written
notice to Landlord and to any mortgagee named in an endorsement thereto and
shall be issued by an insurer and in a form satisfactory to Landlord.

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At least ten (10) days prior to the Commencement Date, a certificate of
insurance shall be delivered to Landlord. If Tenant shall fail, refuse or
neglect to obtain or to maintain any insurance that it is required to provide or
to furnish Landlord with satisfactory evidence of coverage on any such policy,
Landlord shall have the right to purchase such insurance. All such payments made
by landlord shall be recoverable by Landlord from Tenant, together with interest
thereon, as additional rent promptly upon being billed therefor.

                 (c) Waiver of Subrogation. Each of the parties hereto hereby
releases the other, to the extent of the releasing party's insurance coverage,
from any and all liability for any loss or damage covered by such insurance
which may be inflicted upon the property of such party even if such loss or
damage shall be brought about by the fault or negligence of the other party, its
agents or employees; provided, however, that this release shall be effective
only with respect to loss or damage occurring during such time as the
appropriate policy of insurance shall contain a clause to the effect that this
release shall not affect said policy or the right of the insured to recover
thereunder. If any policy does not permit such a waiver, and if the party to
benefit therefrom requests that such a waiver be obtained, the other party
agrees to obtain an endorsement to its insurance policies permitting such waiver
of subrogation if it is available. If an additional premium is charged for such
waiver, the party benefiting therefrom agrees to pay the amount of such
additional premium promptly upon being billed therefor.

                 (d) Increase of Premiums. Tenant will not do anything or fail
to do anything which will cause the cost of Landlord's insurance to increase or
which will prevent Landlord from procuring policies (including but not limited
to public liability) from companies and in a form satisfactory to Landlord. If
any breach of this Paragraph (d) by Tenant shall cause the rate of fire or other
insurance to be increased, Tenant shall pay the amount of such increase as
additional rent promptly upon being billed therefor.

         8. Repairs and Maintenance.

                 (a) Except as specifically otherwise provided in Paragraphs
(b), (c), and (d) of this Article, Tenant, at its sole cost and expense and
throughout the term of this lease, shall keep and maintain the Premises in good
order and condition, free of accumulation of dirt and rubbish, and shall
promptly make all repairs made necessary by Tenant's use of or installations
upon the Premises. Tenant shall not use or permit the use of any portion of the
Property for outdoor storage.

                 (b)Landlord, throughout the term of this lease and at
Landlord's sole cost and expense, shall make all necessary repairs to the
footings and foundations and the structural steel columns and girders forming a
part of the Premises provided, however, that Landlord shall have no
responsibility to make any repair unless and until Landlord receives written
notice of the need for such repair.

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<PAGE>

                 (c) Landlord, throughout the term of this lease, shall make all
necessary repairs to the roof, walls, exterior portions of the Premises and the
Building, utility lines, equipment, HVAC systems, and other utility facilities
in the Building, which serve more than one tenant of the Building, and to any
driveways, sidewalks, curbs, loading, parking and landscaping areas, and other
exterior improvements on the Property provided, however, that Landlord shall
have no responsibility to make any repairs unless and until Landlord receives
written notice of the need for such repair. Pursuant to Article 5.b.
hereinabove, Tenant shall pay its proportionate share of the cost of all repairs
to be performed by Landlord pursuant to this paragraph (c) as additional rent
promptly upon being billed therefor. The cost of capital improvements, as
defined by generally accepted accounting principals, shall be reimbursed to
Landlord on the basis of such costs being amortized over the usable life of the
improvement.

                 (d) Landlord shall manage and administer the Property, provide
daily janitorial service, and maintain all common areas of the Property and any
sidewalks, parking areas, curbs and access ways adjoining the Property in a
clean and orderly condition, free of accumulation of dirt, rubbish, snow and
ice, and shall keep and maintain all landscaped areas in a neat and orderly
condition. Pursuant to Article 5.b. hereinabove, Tenant shall pay its
proportionate share of the cost of all work to be performed by Landlord pursuant
to this Paragraph (d).

                 (e) Notwithstanding anything herein to the contrary, repairs to
the Premises and the Property made necessary by Tenant's use, manner of use or
occupancy of the Property or by Tenant's installations in or upon the Property
or by any act or omission of Tenant or any employee, agent, contractor, or
invitee of Tenant shall be made at the sole cost and expense of Tenant. Tenant
shall not bear the expense of any repairs to the Premises or the Property
arising out of or caused by any other tenant's use, manner of use or occupancy
of the Property or by any other tenant's installations in or upon the Property,
or by any act or omission of any other tenant or any other tenant's employees,
agents, contractors or invitees.

         9. Utility Charge. Pursuant to Article 5.b. hereinabove, Tenant shall
be solely responsible for and shall pay promptly all rents, costs and charges
for water service, sewer service, gas, electricity, light, heat, steam, power,
telephone and other communication services, and any and all other utilities or
services rendered or supplied upon or in connection with the Premises. Tenant
shall directly contract for and pay for all telephone and communication services
provided to the Premises.

         10. Net Lease. Except for the obligations of Landlord expressly set
forth herein, this lease is a "net lease" and Landlord shall receive the minimum
annual rent as hereinabove provided as net income from the Premises, not
diminished by any Imposition or any expenses or charges required to be paid to
maintain and carry the Premises and the Property or to continue the ownership of
Landlord other than payments under any mortgages now existing or

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<PAGE>

hereafter created by Landlord and Landlord is not and shall not be required to
render any services of any kind to Tenant.

         11. Governmental Regulations. Throughout the term of this lease and at
its sole cost and expense, Tenant shall: (i) comply promptly with all laws,
ordinances, notices, orders, rules, regulations and requirements of all federal,
state and municipal governments and all departments, commissions, boards and
officers thereof, and of the national board of Fire Underwriters or any other
body now or hereafter constituted exercising similar functions; and (ii) keep in
force at all times all licenses, consents and permits necessary for the lawful
use of the Premises for the purposes herein provided; and (iii) comply with the
requirements of all public liability, fire, and other policies of insurance
covering the Premises whether any of the foregoing are foreseen or unforeseen,
ordinary or extraordinary. Provided, however, that Tenant shall not be required
to comply with the foregoing laws, ordinances and notices with respect to the
footings and foundations and the structural steel columns and girders forming a
part of the Premises unless the need for such compliance arises out of or is
caused by Tenant's use, manner of use or occupancy of the Premises, or by
Tenant's installations in or upon the Premises or by any act or omission of
Tenant or any employee, agent, contractor or invitee of Tenant.

         12. Signs. Except for signs which are located wholly within the
interior of the Premises and which are not visible from the exterior of the
Premises, no signs shall be placed, erected, maintained or painted at any place
upon the Premises or the Property without the prior written consent of Landlord
as to the size, design, color, location, content, illumination, composition or
material and mobility thereof. All signs shall be maintained by Tenant in good
condition during the term of this lease, and Tenant shall remove all signs at
the termination of this lease and shall repair and restore any damage caused by
the installation or removal thereof.

         13. Alterations, Additions and Fixtures.

                 (a) Subject to the provisions of Article 14 hereof, Tenant
shall have the right to install in the Premises any trade fixtures from time to
time during the term of this lease; provided, however, that no such installation
or removal thereof shall affect the structural portion of the Premises and that
Tenant shall repair and restore any damage or injury to the Premises or the
Property caused thereby.

                 (b) Tenant shall not make or permit to be made any alterations,
improvements or additions to the Premises or Property without on each occasion
first presenting to Landlord plans and specifications therefor and obtaining
Landlord's prior written consent thereto; except that Tenant may make minor
nonstructural changes to the interior of the Premises without the consent of
Landlord provided that: (i) Tenant supplies Landlord with plans and
specifications and any necessary permits therefor at least ten (10) days in
advance of commencing construction thereof; (ii) such alterations and
improvements do not impair the

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structural strength of the Building or any other improvements or reduce the
value of the Property; (iii) Tenant shall take or cause to be taken all steps
that are required by Article 14 hereof and that are required or permitted by law
in order to avoid the imposition of any mechanic's, laborer's or materialman's
lien upon the Premises, Building or Lot and (iv) the occupants of the Building
and of any adjoining real estate are not annoyed or disturbed by reason thereof.
Any and all alterations, improvements and additions to the Property which are
constructed, installed or otherwise made by Tenant shall be the property of
Tenant until the expiration or sooner termination of this lease; at that time
all such alterations and additions shall remain on the Property and become the
property of Landlord without payment therefor by Landlord unless, upon the
termination of this lease, Landlord shall give written notice to Tenant to
remove the same; in which event Tenant will remove such alterations,
improvements and additions, and repair and restore any damage to the Property
caused by the installation or removal thereof.


         14. Mechanics' Liens. Tenant shall promptly pay any contractors and
materialmen who supply labor, work or materials to Tenant at the Premises or the
Property so as to minimize the possibility of a lien attaching to the Premises
or the Property. Tenant shall take all steps permitted by law in order to avoid
the imposition of any mechanic's, laborer's or materialman's lien upon the
Premises, the Property or the Lot. Should any such lien or notice of lien be
filed for work performed for Tenant, other than by Landlord, Tenant shall bond
against or discharge the same within fifteen (15) days after the lien or claim
is filed or formal notice of said lien or claim has been issued regardless of
the validity of such lien or claim. Nothing in this lease is intended to
authorize Tenant to do or cause any work or labor to be done or any materials to
be supplied for the account of Landlord, all of the same to be solely for
Tenant's account and at Tenant's risk and expense. Throughout this lease the
term "mechanic's lien" is used to include any lien, encumbrance or charge levied
or imposed upon the Premises or the Property or any interest therein or income
there from on account of any mechanic's, laborer's or materialman's lien or
arising out of any debt or liability to or any claim or demand of any
contractor, mechanic, supplier, materialman or laborer and shall include without
limitation any mechanic's notice of intention given to Landlord or Tenant, any
stop order given to Landlord or Tenant, any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable action brought by any person
entitled to any mechanic's lien.

         15. Landlord's Right to Entry.

                 (a) Tenant shall permit Landlord and the authorized
representatives of Landlord and of any mortgagee or any prospective mortgagee to
enter the Premises at all reasonable times for the purpose of (i) inspecting
them or (ii) making any necessary repairs thereto or to the Property and
performing any work therein. During the progress of any work on the Premises or
the Property Landlord will attempt not to inconvenience Tenant, but shall not be
liable for inconvenience, annoyance, disturbance, loss of business or other
damage to Tenant by

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reason of making any repair or by bringing or storing materials, supplies, tools
and equipment in the Premises during the performance of any work, and the
obligations of Tenant under this lease shall not be thereby affected in any
manner whatsoever.

                 (b) Landlord shall have the right at all reasonable times to
enter and to exhibit the Premises for the purpose of sale or mortgage, and,
during the last twelve (12) months of the term of this lease, to enter and to
exhibit the Premises to any prospective tenant. Landlord shall whenever possible
provide notice to Tenant of his intent to enter space.

         16. Damage by Fire or Other Casualty.

                 (a) If the Premises or Building shall be damaged or destroyed
by fire or other casualty, Tenant shall promptly notify Landlord, and Landlord,
subject to any mortgagee's consent and to the conditions set forth in this
Article 16, shall repair, rebuild or replace such damage and restore the
Premises to substantially the same condition in which they were immediately
prior to such damage or destruction; provided, however, that Landlord shall only
be obligated to restore such damage which is covered by the fire and other
extended coverage insurance policies.

                 (b) The work shall be commenced promptly and completed with due
diligence, taking into account the time required by Landlord to effect a
settlement with, and procure insurance proceeds from, the insurer, and for
delays beyond Landlord's reasonable control.

                 (c) The net amount of any insurance proceeds (excluding
proceeds received pursuant to a rental coverage endorsement) recovered by reason
of the damage or destruction of the Property in excess of the cost of adjusting
the insurance claim and collecting the insurance proceeds (such excess amount
being hereinafter called the "net insurance proceeds") shall be applied towards
the reasonable cost of restoration. If in Landlord's sole opinion the net
insurance proceeds will not be adequate to complete such restoration, Landlord
shall have the right to terminate this lease and all the unaccured obligations
of the parties hereto by sending a written notice of such termination to Tenant,
the notice to specify a termination date no less then ten (10) days after its
transmission; provided, however, that except during the last two (2) years of
the term, Tenant may require Landlord to withdraw the notice of termination by
agreeing to pay the cost of restoration in excess of the net insurance proceeds
and by giving Landlord adequate security for such payment prior to the
termination date specified in Landlord's notice of termination. If the net
insurance proceeds are more than adequate, the amount by which the net insurance
proceeds exceed the cost of restoration will be retained by Landlord or applied
to repayment of any mortgage secured by the Property.

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                 (d) Landlord's obligation or election to restore the Premises
under this Article shall not include the repair, restoration or replacement of
the fixtures, improvements, alterations, furniture or any other property owned,
installed, made by, or in the possession of Tenant.

                 (e) Landlord shall maintain, and Tenant shall, pursuant to
Article 5.b. hereinabove, pay its proportionate share of, a rental coverage
endorsement or other comparable form of coverage as part of its fire an extended
coverage or all-risk insurance policy. Tenant will receive an abatement of its
minimum annual rent to the extent of payments received by Landlord from the
carrier providing the rental coverage endorsement.

         17. Non-Abatement of Rent. Except as otherwise expressly provided as to
damage by fire or by any other casualty in Paragraph 16(e) and as to
condemnation in Paragraphs 19(a) and (b) there shall be no abatement or
reduction of the minimum rent, additional rent or other sums payable hereunder
for any cause whatsoever, and this lease shall not terminate, and Tenant shall
not be entitled to surrender the Premises. However, if space in untenantable for
more than 12 months. Tenant may terminate by providing written notices to
Landlord. Landlord will advise Tenant of Landlord's intentions and
reconstruction timing within 90 days of the date of casualty.

         18. Indemnification of Landlord. Tenant will indemnify Landlord and
save Landlord harmless from and against any and all claims, actions, damages,
liability and expense (including without limitation fees of attorneys,
investigators and experts) in connection with loss of life, personal injury or
damage to property caused to any person in or about the Premises or arising out
of the occupancy or use by tenant of the Premises or occasioned wholly or in
part by any act or omission of Tenant, its agent, contractors employees,
licensees or invitees; unless such loss, injury or damage was caused by the
negligence of Landlord, its agents, employees, licensees or invitees. Without
limiting the foregoing, Tenant will forever release and hold Landlord harmless
from all claims arising out of damage to Tenant's property unless such damage
occurs as a result of Landlord's negligent failure to make repairs after having
received written notice of the need for such repairs. In case any such claim,
action or proceeding is brought against Landlord, upon notice from Landlord and
at Tenant's sole cost and expense, Tenant shall resist or defend such claim,
action or proceeding or shall cause it to be resisted or defended by an insurer.

         19. Condemnation.

                 (a) Termination. (i) If all of the Premises are covered by a
condemnation; or (ii) if any part of the Premises is covered by a condemnation
and the remainder thereof is insufficient for the reasonable operation therein
of Tenant's business; or, (iii) subject to the provisions of Paragraph (b)(i)
hereof, if any of the Property is covered by a condemnation

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and, in Landlord's sole opinion, it would be impractical or the condemnation
proceeds are insufficient to restore the remainder of the Property; then, in any
such event, this lease shall terminate and all obligations hereunder shall cease
as of the date upon which possession is taken by the condemnor and the rent
herein reserved shall be apportioned and paid in full by Tenant to Landlord to
that date and all rent prepaid for periods beyond that date shall be repaid by
Landlord to Tenant.

                 (b) Partial Condemnation.

                        (i) If there is a partial condemnation and Landlord
decides to terminate pursuant to Paragraph (a) hereof, except during the last
two (2) years of the term, Tenant may require Landlord to withdraw its notice of
termination by: [A] giving Landlord written notice thereof within ten (10) days
from transmission of Landlord's notice to Tenant of Landlord's intention to
terminate, [B] agreeing to pay the cost of restoration in excess of the
condemnation proceeds reduced by those sums expanded by Landlord in collecting
the condemnation proceeds, and [C] giving Landlord adequate security for such
payment within such ten (10) day period.

                        (ii) If there is a partial condemnation and this lease
has not been terminated pursuant to Paragraph (a) hereof, Landlord shall restore
the Building and the improvements which are part of the Premises to a condition
and size as nearly comparable as reasonably possible to the condition and size
thereof immediately prior to the date upon which possession shall have been
taken by the condemnor. If the condemnation proceeds are more than adequate to
cover the cost of restoration and the Landlord's expenses in collecting the
condemnation proceeds, any excess proceeds shall be retained by Landlord or
applied to repayment of any mortgage secured by the Premises.

                        (iii) If there is a partial condemnation and this lease
has not been terminated on the date upon which the condemnor shall have obtained
possession, the obligations of Landlord and Tenant under the lease shall be
unaffected by such condemnation except that there shall be an equitable
abatement for the balance of the term of the minimum annual rent according to
the value of the Premises before and after the date upon which the condemnor
shall have taken possession. In the event that the parties are unable to agree
upon the amount of such abatement, either party may submit the issue to
arbitration.

                 (c) Award. In the event of a condemnation affecting Tenant,
Tenant shall have the right to make a claim against the condemnor for removal
expenses, business dislocation damages and moving expenses; provided and to the
extent, however, that such claims or payments do not reduce the sums otherwise
payable by the condemnor to Landlord. Except as aforesaid, Tenant hereby waives
all claims against Landlord and against the condemnor, and Tenant hereby assigns
to Landlord all claims against the condemnor including, without

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limitation, all claims for leasehold damages and diminution in value of Tenant's
leasehold interest.

                 (d) Temporary Taking. If the condemnor should take only the
right to possession for a fixed period of time or for the duration of an
emergency or other temporary condition, then, notwithstanding anything
hereinabove provided, this lease shall continue in full force and effect without
any abatement of rent, but the amounts payable by the condemnor with respect to
any period of time prior to the expiration or sooner termination of this lease
shall be paid by the condemnor to Landlord and the condemnor shall be considered
a subtenant of Tenant. Landlord shall apply the amount received from the
condemnor applicable to the rent due hereunder net of costs to Landlord for the
collection thereof, or as much thereof as may be necessary for the purpose,
toward the amount due from Tenant as rent for that period; and, Tenant shall pay
to Landlord any deficiency between the amount paid by the condemnor and the
amount of the rent, or Landlord shall pay to Tenant any excess of the amount of
the award over the amount of the rent.

         20. Quiet Enjoyment. Tenant, upon paying the minimum rent, 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, shall
quietly have and enjoy the Premises during the term of this lease without
hindrance or molestation by anyone claiming by or through Landlord, subject,
however, to the exceptions, reservations and conditions of this lease.

         21. Assignment and Subletting.

                 (a) Restricted Assignment. Tenant shall not assign, mortgage,
pledge or encumber this lease, or sublet the whole or any part of the Premises,
without the prior written consent of Landlord which consent shall not be
unreasonably withheld. This prohibition against assigning or subletting shall be
construed to include a prohibition against any assignment or subletting by
operation of law, and/or a transfer by any person or persons controlling Tenant
on the date of the lease of such control to a person or persons not controlling
Tenant on the date of the lease. In the event of any assignment of this lease
made with or without Landlord's consent, Tenant nevertheless shall remain liable
for the performance of all of the terms, conditions and covenants of this lease
and shall require any assignee to execute and deliver to Landlord an assumption
of liability agreement in form satisfactory to Landlord, including an assumption
by the assignee of all of the obligations of Tenant and the assignee's
ratification of and agreement to be bound by all the provisions of this lease.
Landlord shall be entitled to, and Tenant shall promptly remit to Landlord, any
profit which may inure to the benefit of Tenant as a result of any subletting of
the Premises or assignment of this lease, whether or not consented to by
Landlord.

                 (b) Percentage Agreements. It is agreed that Tenant shall not
enter into any assignment, sublease, license, concession or other agreement for
use, occupancy or utilization of

                                       12
<PAGE>

the whole or any part of the Premises with or without landlord's consent, which
provides for rental or other payment for such use occupancy or utilization
based, in whole or in part on the net income or profits derived by any person or
entity from the space leased used, occupied or utilized (other than an amount
based on a fixed percentage or percentages of receipts or sales), and any such
purported assignment, sublease, license, concession or other agreement shall be
absolutely void and ineffective as a conveyance of any right or interest in the
possession, use, occupancy or utilization of any part of the Premises.

         22. Subordination. This lease and Tenant's rights hereunder shall be
subject and subordinate at all times in lien and priority to any first mortgage
or other primary encumbrance now or hereafter placed upon or affecting the
Premises and to any second mortgage or encumbrance with the consent of the first
mortgagee, and to all renewals, modifications, consolidations and extensions
thereof without the necessity of any further instrument or act on the part of
Tenant. Tenant shall execute and deliver upon demand any further instrument or
instruments confirming the subordination of this lease to the lien of any such
first mortgage or to the lien of any other mortgage if requested to do so by
Landlord with the consent of the first mortgagee, and any further instrument or
instruments of attornment that may be desired by any such mortgagee or Landlord.
Notwithstanding the foregoing, any mortgagee may at any time subordinate its
mortgage to this lease, without Tenant's consent, by giving notice in writing to
Tenant, and thereupon this lease shall be deemed prior to such mortgage without
regard to their respective dates of execution and delivery, and in that event
such mortgagee shall have the same rights with respect to this lease as though
this lease had been executed prior to the execution and delivery of the mortgage
and had been assigned to such mortgagee. Landlord to give Tenant right of quiet
enjoyment.

         23. Memorandum of Lease; Tenant's Certificate.

                 (a) Tenant, at any time and from time to time and within five
(5) days after Landlord's written request, shall execute acknowledge and deliver
to Landlord a short form or memorandum of this lease for recording purposes.

                 (b) Tenant, at any time and from time to time and within five
(5) days after Landlord's written request, so long as there are no material and
substantial defects in the Premises which Landlord is obligated to remedy and
which Landlord is not proceeding to remedy, and so long as Landlord is not
otherwise in default of this lease, shall execute, acknowledge and deliver to
Landlord a written instrument in recordable form certifying that this lease is
unmodified and in full force and effect (or, if there have been modifications,
that it is in full force and effect as modified and stating the modifications);
stating that the improvements required by Article 2 hereof have been completed
certifying that Tenant has accepted possession of the Premises stating the date
on which the term of the lease commenced and the dates to which minimum rent,
additional rent and other charges have been paid in advance, if any; stating
that to

                                       13
<PAGE>

the best knowledge of the signer of such instrument Landlord is not in default
of this lease; stating any other fact or certifying any other condition
reasonably requested by Landlord or required by any mortgagee or prospective
mortgagee or purchaser of the Premises or any interest therein; and stating that
it is understood that such instrument may be relied upon by any mortgagee or
prospective mortgagee or purchaser of the Premises or any interest therein or by
any assignee of Landlord's interest in this lease or by any assignee of any
mortgagee. The foregoing instrument shall be addressed to Landlord and to any
mortgagee, prospective mortgagee, purchaser or other party specified by
landlord.

         24. Curing Tenant's Defaults. If Tenant shall be in default in the
performance of any of its obligations hereunder landlord, without any obligation
to do so, in addition to any other rights it may have in law or equity, may
elect to cure such default on behalf of Tenant after written notice (except in
the case of emergency) to Tenant. Tenant shall reimburse Landlord upon demand
for any sums paid or costs incurred by Landlord in curing such default,
including interest thereon from the respective dates of Landlord's making the
payments and incurring such costs, which sums and costs together with interest
thereon shall be deemed additional rent payable within 30 days of being billed
therefor.

         25. Surrender.

                 (a) Subject to the terms of Paragraphs 13(b) and 16(a) and (c)
hereof at the expiration or earlier termination of the term hereof, Tenant shall
promptly yield up, clean and neat, and in the same condition, order and repair
in which they are required to be kept throughout the term hereof, the Premises
and all improvements, alterations and additions thereto, and all fixtures and
equipment servicing the Building, ordinary wear and tear excepted.

                 (b) If Tenant or any person claiming through Tenant, shall
continue to occupy the Premises after the expiration or earlier termination of
the term of any renewal thereof, such occupancy shall be deemed to be under a
month-to-month tenancy under the same terms and conditions set forth in this
lease; except however, that the minimum annual rent during such continued
occupancy shall be double the amount set forth in Paragraphs 5(a) and (b)
hereof. Anything to the contrary notwithstanding, any holding over by Tenant
without Landlord's prior written consent shall constitute a default hereunder
and shall be subject to all the remedies set forth in Article 26 hereof.

         26. Default and Remedies.

                 (a) Defaults. It shall be an event of default:


                                       14
<PAGE>

                        (i) If Tenant does not pay in full when due and without
demand any and all installments of minimum rent or additional rent or any other
charges or payments whether or not herein included as rent; or

                        (ii) If Tenant violates or fails to perform or otherwise
breaches any agreement, term, covenant or condition herein contained; or

                        (iii) If Tenant abandons the Premises or removes or
attempts to remove Tenant's goods or property therefrom other than in the
ordinary course of business without having first paid to Landlord in full all
minimum rent, additional rent and other charges that may have become due as well
as all which will become due thereafter; or

                        (iv) If Tenant becomes insolvent or bankrupt in any
sense or makes an assignment for the benefit of creditors or offers a
composition or settlement to creditors, of if a petition in bankruptcy or for
reorganization or for an arrangement with creditors under any federal or state
law is filed by or against Tenant, or a bill in equity or other proceeding for
the appointment of a receiver, trustee, liquidator, custodian, conservator or
similar official for any of Tenant's assets is commenced, or if any of the real
or personal property of Tenant shall be levied upon by any sheriff, marshal or
constable; provided, however, that any proceeding brought by anyone other than
the parties to this lease under any bankruptcy, reorganization arrangement,
insolvency, readjustment, receivership or similar law shall not constitute a
default until such proceeding, decree, judgment or order has continued unstayed
for more than sixty (60) consecutive days; or

                        (v) If any of the events enumerated in Paragraph (a)(iv)
of this Article shall happen to any guarantor of this lease;

                 (b) Remedies. Then, and in any such event, landlord shall have
the following rights:

                        (i) to charge a late payment penalty of ten (10%)
percent of any amount owed to Landlord pursuant to this lease which is not paid
within thirty (30) days of the date which is set forth in the lease if a date is
specified, or, if a date is not specified, within thirty (30) days of the
mailing of a bill therefor by Landlord. If Landlord incurs a penalty in
connection with any payment which Tenant has failed to make within the times
required in this lease, Tenant shall pay Landlord, in addition to such sums, the
full amount of such penalty incurred by Landlord.

                        (ii) To accelerate the whole or any part of the rent for
the entire unexpired balance of the term of this lease, as well as all other
charges, payments, costs and expenses herein agreed to be paid by Tenant, and
any rent or other charges, payment costs and expenses if

                                       15
<PAGE>

so accelerated shall, in addition to any and all installments of rent already
due and payable and in arrears, and any other charge or payment herein reserved,
included or agreed to be treated or collected as rent and any other charge,
expense or cost herein agreed to be paid by Tenant which may be due and payable
as if, by the terms and provisions of this lease, such accelerated rent and
other charges, payments, costs and expenses were on that date payable in
advance.

                        (iii) To enter the Premises and without further demand
or notice proceed to distress and sale of the goods, chattels and personal
property there found and to levy the rent and other charges herein payable as
rent, and Tenant shall pay all costs and officers' commissions which are
permitted by law, including watchmen's wages and sums chargeable to Landlord,
and further including commission(s) charged by the constable or other person
making the levy, and in such case all costs, officers' commissions and other
charges shall immediately attach and become part of the claim of Landlord for
rent, and any tender of rent without said costs, commissions and charges made
after the issuance of a warrant of distress, shall not be sufficient to satisfy
the claim of Landlord.

                        (iv) To re-enter the Premises, together with all
additions, alterations and improvements, and, at the option of Landlord, remove
all persons and all or any property therefrom, either by summary dispossess
proceedings or by any suitable action or proceeding at law or by force or
otherwise, without being liable for prosecution or damages therefor, and
repossess and enjoy the Premises. Upon recovering possession of the Premises as
a result of a default on the part of Tenant, Landlord may, at Landlord's option
either terminate this lease or make such alterations and repairs as may be
necessary in order to relet the Premises and relet the Premises or any part or
parts thereof, either in Landlord's name or otherwise, for a term or terms which
may, at Landlord's option be less than or exceed the period which would
otherwise have constituted the balance of the term of this lease and at such
rent or rents and upon such other terms and conditions as in Landlord's sole
discretion may seem advisable and to such person or persons as may in Landlord's
discretion seem best; upon each such relating all rents received by Landlord
from such relating shall be applied: first, to the payment of any costs and
expenses of such relating, including brokerage fees and attorney's fees and all
costs of such alteration and repairs; second, to the payment of any indebtedness
other than rent due hereunder from Tenant to Landlord third, to the payment of
rent due and unpaid hereunder, and the residue, if any, shall be held by
Landlord and applied in payment of future rent as it may become due and payable
hereunder. If such rentals received from such relating during any months shall
be less than that to be paid during that month by Tenant, Tenant shall pay any
such deficiency to Landlord. Such deficiency shall be calculated and paid
monthly. No such re-entry of taking possession of the Premises or the making of
alternations or improvements thereto or the relating thereof shall be construed
as an election on the part of Landlord to terminate this lease unless written
notice of such intention be given to Tenant. Landlord shall in no event be
liable in any way whatsoever for failure to relet the Premises or, in the event
that the Premises or any part or parts thereof are relet, for failure to collect
the rent under such relating. Tenant, for Tenant and Tenant's

                                       16
<PAGE>

successors and assigns, hereby irrevocably constitutes and appoints Landlord
Tenant's and their agent to collect the rents due and to become due under all
subleases of the Premises or any parts thereof without in any way affecting
Tenant's obligation to pay any unpaid balance of rent due or to become due
hereunder. Notwithstanding any such relating without termination, Landlord may
at any time thereafter elect to terminate this lease for such previous breach.

                        (v) To terminate this lease and the term hereby created
without any right on the part of Tenant to waive the forfeiture by payment of
any sum due or by other performance of any condition, term or covenant broken.
Whereupon landlord shall be entitled to recover, in addition to any and all sums
and damages for violation of Tenant's obligations hereunder in existence at the
time of such termination, damages for Tenant's default in an amount equal to the
amount of the rent reserved for the balance of the term of this lease, as well
as all other charges, payments, costs and expenses herein agreed to be paid by
Tenant, all discounted at the rate of six percent (6%) per annum to their then
present worth, less the fair rental value of the Premises for the remainder of
said term, also discounted at the rate of six percent (6%) per annum to its then
present worth, all of which amount shall be immediately due and payable from
Tenant to landlord.

                        (vi) When this lease and the term or any extension or
renewal thereof shall have been terminated on account of any default by Tenant,
or when the term hereby created or any extension or renewal thereof shall have
expired, it shall be lawful for any attorney of any court of record to appear as
attorney for Tenant as well as for all persons claiming by, through or under
Tenant, and to sign an agreement for entering in any competent court an amicable
action in ejectment and judgment against Tenant and all persons claiming by,
though or under Tenant and therein confess judgment for the recovery by Landlord
of possession of the Premises, for which this lease shall be his sufficient
warrant; thereupon, if Landlord so desires, an appropriate writ of possession
may issue forthwith, without any prior writ or proceeding whatsoever, and
provided that if for any reason after such action shall have been commenced it
shall be determined and possession of the Premises remain in or be restored to
Tenant, Landlord shall have the right for the same default and upon any
subsequent default or defaults, or upon the termination of this lease or
Tenant's right of possession as hereinbefore set forth, to bring one or more
further amicable action or actions as hereinbefore set forth to recover
possession of the Premises and confess judgment as hereinbefore provided.

                        (vii) If Tenant shall default in the payment of the rent
herein reserved or in the payment of any other sums due hereunder by Tenant,
Tenant hereby authorized and empowers any prothonotary or attorney of any court
of record to appear for Tenant in any and all actions which may be brought for
said rent and said other sums; and to sign for Tenant an agreement for entering
in any competent court an amicable action or actions for the recovery of said
rental and other sums; and in said suits or in said amicable action or actions
to confess judgment against Tenant for all or any part of said rental and said
other sums, including, but not

                                       17
<PAGE>

limited to, the amounts due from Tenant to Landlord under Paragraphs (b)(i),
(ii), (iii) or (iv) above; and for interest and costs, together with an
attorney's commission for collection of five percent (5%). Such authority shall
not be exhausted by one exercise thereof, but judgment may be confessed as
aforesaid from time to time as often as any of said rental and other sums shall
fall due or be in arrears, and such powers may be exercised as well after the
expiration of the initial term of this lease and during any extended or renewal
term of this lease and after the expiration of any extended or renewal term of
this lease.

                 (c) Non-Waiver. No waiver by Landlord of any breach by Tenant
of any of Tenant's obligations, agreements or covenants herein shall be a waiver
of any subsequent breach or of any obligation, agreement or covenant, nor shall
any forbearance by Landlord to seek a remedy for any breach by Tenant be a
waiver by Landlord of any rights and remedies with respect to such or any
subsequent breach.

                 (d) Grace Period. Notwithstanding anything hereinabove stated,
except in the case of emergency as set forth in Article 24 and except in the
event of any default enumerated in Paragraphs (a)(iii), (iv) and (v) of this
Article, neither party hereto will exercise any right or remedy provided for in
this lease or allowed by law because of any default of the other, except those
remedies contained in Paragraph (b)(i) of this Article, unless such party shall
have first given ten (10) days written notice thereof to the defaulting party,
and the defaulting party shall have failed to cure the default within such
period; provided, however, that if the default consists of something other than
the failure to pay money which cannot reasonably be cured within ten (10) days,
neither party hereto will exercise any such right or remedy if the defaulting
party begins to cure the default within ten (10) days and continues actively and
diligently in good faith to completely cure said default; and further provided
that Landlord shall not be required to give such ten (10) days notice more than
two (2) times during any twelve (12) month period.

                 (e) Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to Landlord is intended to be exclusive of any other
right or remedy provided herein or by law, but each shall be cumulative and in
addition to every other right or remedy given herein or now or hereafter
existing at law or in equity or by statute.

         27. Condition of Title and of Premises. Tenant represents that the
Property, the Lot and the Premises, the zoning thereof, the street or streets,
sidewalks, parking areas, curbs and access ways adjoining them, any surface and
sub-surface conditions thereof, and the present uses and non-uses thereof, have
been examined by Tenant, and Tenant accepts them in the condition or state in
which they now are, or any of them now is, without relying on any
representation, covenant or warranty, express or implied, in fact or in law, by
Landlord and without recourse to Landlord, the appurtenances thereto, the
nature, condition or usability thereof or the use or uses to which the Premises
and the Property or any part thereof may be put, except as to work to be
performed by Landlord pursuant to Article 2 hereof.

                                       18
<PAGE>

         28. Tenant's Environmental Responsibility. Tenant covenants and agrees
to maintain and operate the Premises strictly in accordance with all applicable
federal, state, and local environmental protection laws, regulations, rules and
orders, including but not limited to those laws relating to the storage,
disposal, use and presence of hazardous substances, disposal of solid waste,
release or emission of pollutants or hazardous substances into the air or soil
or into groundwater or other waters, (collectively "Environmental Laws"). Tenant
covenants that is has either acquired theretofore or shall acquire, prior to or
at the time required by applicable law, all environmental permits and licenses
required by any Environmental Law in connection with the maintenance and
operation of Tenant's business upon the Premises. Tenant covenants that it shall
indemnify, defend and hold Landlord, its successors, assigns, directors,
officers, employees, agents and lenders secured by an interest in the Building
harmless from all response costs, remediation, costs, losses, injuries, costs,
damages, expenses, claims, fines and penalties incurred by Landlord, its
successors, assigns, directors, officers, employees, agents and lenders as the
result of any violation by Tenant of any Environmental Law, or as the result of
any necessary repair, cleanup, closure or detoxification of the property upon
which the Building is located or upon land in the vicinity of the Building if
due to the acts of omissions of Tenant, or as a result of a misrepresentation
made by Landlord based upon incorrect or incomplete information supplied by
Tenant to Landlord. These provisions in this section shall survive the
termination of this lease. Tenant shall not be responsible for any conditions
existing prior to its occupancy, or that are caused by Landlord or other Tenant.

         29. Interpretation.

                 (a) Captions. The captions in this lease are for convenience
only and are not a part of this lease and do not in any way define, limit,
describe or amplify the terms and provisions of this lease or the scope or
intent thereof.

                 (b) Entire Agreement. This lease represents the entire
agreement between the parties hereto and there are no collateral or oral
agreements or understandings between Landlord and Tenant with respect to the
Premises or the Property. No rights, easements or licenses are acquired in the
Property or any land adjacent to the Property by Tenant by implication or
otherwise except as expressly set forth in the provisions of this lease. This
lease shall not be modified in any manner except by an instrument in writing
executed by the parties. Tenant agrees to make such changes to this lease as are
required by any mortgagee, provided such changes do not substantially affect
Tenant's rights and obligations hereunder. The masculine (or neuter) pronoun,
singular number, shall include the masculine, feminine and neuter genders and
the singular and plural number.

                 (c) Exhibits. Each writing or plan referred to herein as being
attached hereto as an Exhibit or otherwise designated herein as an Exhibit
hereto is hereby made a part hereof.

                                       19
<PAGE>

                 (d) Covenants. The terms, covenants and obligations set forth
herein all constitute conditions and not covenants of this lease.

                 (e) Arbitration. Wherever arbitration is set forth herein as
the appropriate resolution of a dispute, issues shall be submitted for
arbitration to the American Arbitration Association in the city nearest to the
Premises in which offices of the American Arbitration Association are located.
Landlord and Tenant will comply with the rules then obtaining of the American
Arbitration Association and the determination of award rendered by the
arbitrators shall be final, conclusive and binding upon the parties and not
subject to appeal, and judgment thereon may be entered in any court of competent
jurisdiction.

                 (f) Interest. Wherever interest is required to be paid
hereunder, such interest shall be at the highest rate permitted under law but
not in excess of fifteen percent (15%).

         30. Definitions.

                 (a) "Landlord". The word "Landlord" is used herein to include
the Landlord named above as well as its heirs, successors and assigns, each of
whom shall have the same rights, remedies, powers, authorities and privileges as
he would have had had he originally signed this lease as Landlord. Any such
person, whether or not named herein, shall have no liability hereunder after he
ceases to hold title to the Premises except for obligations which may have
theretofore accrued. Neither Landlord nor any principal of Landlord nor any
owner of the Building or the Lot, whether disclosed or undisclosed, shall have
any personal liability with respect to any of the provisions of this lease or
the Premises, and if Landlord is in breach or default with respect to Landlord's
obligations under this lease or otherwise, Tenant shall look solely to the
equity of Landlord in the Premises for the satisfaction of Tenant's claims.

                 (b) "Tenant". The word "Tenant" is used herein to include the
Tenant named above as well as its successors and assigns, each of which shall be
under the same obligations, liabilities and disabilities and each of which shall
have the same rights, privileges and powers as it would have possessed had it
originally signed this lease as Tenant. Each and every of the persons named
above as Tenant shall be bound formally and severally by the terms, covenants
and agreements contained herein. However, no such rights, privileges or powers
shall inure to the benefit of any assignee of Tenant immediate or remote, unless
the assignment to such assignee is permitted or has been approved in writing by
Landlord. Any notice required or permitted by the terms of this lease may be
given by or to any one of the persons named above as Tenant, and shall have the
same force and effect as if given by or to all thereof.

                 (c) "Mortgage" and "Mortgagee". The word "mortgage" is used
herein to include any lien or encumbrance on the Premises or the Property or on
any part of or interest in or appurtenance to any of the foregoing, including
without limitation any ground rent or ground

                                       20
<PAGE>

lease if Landlord's interest is or becomes a leasehold estate. The word
"mortgagee" is used herein to include the holder of any mortgage, including any
ground lessor if Landlord's interest is or becomes a leasehold estate. Wherever
any right is given to a mortgagee, that right may be exercised on behalf of such
mortgagee by any representative or servicing agent of such mortgagee.

                 (d) "Person". The word "person" is used herein to include a
natural person, a partnership, a corporation, an association, and any other form
of business association or entity.

                 (e) "Date of this Lease". The "date of this lease" shall be the
date upon which this lease has been fully executed by both parties.

                 (f) "Proportionate Share". Tenant's "proportionate share" of
any Imposition, cost, charge, rent, expenses or payment herein designated as
additional rent shall be calculated by multiplying the relevant sum by a
fraction, the numerator of which shall be the square foot area of the Premises,
as occupied by the Tenant for the relevant period of the calculation, and the
denominator of which shall be the square foot area of the Building as set forth
in Article 4 hereof; providing that such calculation shall be adjusted to avoid
allocating to any vacant space those specific costs which were not incurred for
such space.

         31. Notices. All notices, demands, requests, consents, certificates and
waivers required or permitted hereunder from either party to the other shall be
in writing and sent by United States certified mail, return receipt requested,
postage prepaid. Notices to Tenant shall be addressed to the Premises. Notices
to Landlord shall be addressed to Union Deposit Corporation, 651 East Park
Drive, P.O. Box 4153, Harrisburg, PA 17111 with a copy to any mortgagee or other
party designated by Landlord. Either party may at any time, in the manner set
forth for giving notices to the other, specify a different address to which
notices to it shall be sent.

         32. Security Deposit. At the time of signing this lease Tenant shall
deposit with Landlord the sum of Seven thousand nine hundred fifty-00/xx Dollars
($7,950.00) to be retained by Landlord as cash security for the faithful
performance and observance by Tenant of the covenants, agreements and conditions
of this lease. Notwithstanding anything to the contrary contained in any law or
statute not existing or hereafter passed (i) Tenant shall not be entitled to any
interest whatever on the cash security, (ii) Landlord shall not be obligated to
hold the cash security in trust or in a separate account, and (iii) Landlord
shall have the right to commingle the cash security with its other funds.
Landlord may use, apply or retain the whole or any part of the cash security to
the extent required for the payment of any minimum rent, any additional rent or
any other sums payable hereunder as to which Tenant is in default or to the
extent required for the reimbursement to Landlord of any sum which Landlord may
expend or may be required to expend by reason of Tenant's default in respect to
any of the covenants, agreements or conditions of this lease. If Tenant shall
fully and faithfully comply with all of the covenants, agreements and conditions
of this lease, the cash security shall be returned to Tenant after the
Expiration

                                       21
<PAGE>

Date and surrender of the Premises to Landlord. If the Premises are sold to a
bona fide purchaser, Landlord shall have the right to transfer the aforesaid
cash security to such purchaser, by which transfer Landlord shall be released
from all liability and Tenant shall look solely to the new landlord for the
return thereof.

         33. Option to Renew. Tenant shall have the right and option,
exercisable by giving Landlord prior written notice thereof more than twelve
(12) months in advance of the Expiration Date of this lease to extend the term
of this lease under the same terms and conditions as herein set forth except for
Minimum Annual Rent, for one (1) additional term of five (5) years, beginning on
the next day following the Expiration Date of the initial term. The Minimum
Annual Rent for each year of the extended term shall, beginning with the first
(1st) year of the extended term, be increased by 3% over the previous lease
year's minimum annual rent.

         34. If during the original or renewal term of this Lease, Tenant has a
requirement to expand and Landlord cannot accommodate Tenant's expansion
requirement, at Tenant's option, Landlord and Tenant agree to enter into good
faith negotiations regarding Landlord's construction of a new building, for
Tenant, on Landlord's (or a related entity's) property in the East Park Drive
area.

         35. Tenant has right of first refusal for additional space, subject to
prior rights of existing tenants for such additional space.

         IN WITNESS WHEREOF, and in consideration of the mutual entry into this
lease and for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this agreement to be duly executed under
seal.

Date signed:     9/19/96                     Landlord: UNION DEPOSIT CORPORATION
            -----------------
                                             By:        /s/ Paul L. Mahoney
                                                --------------------------------
                                                          PAUL L. MAHONEY

                                             Attest:    /s/ Mindy Sue Nese
                                                     ---------------------------
 
Date signed:     9/13/96                     Tenant:     PENNSYLVANIA PHYSICIAN
            -----------------                            -----------------------
                                                         HEALTHCARE PLAN, INC.
                                                         -----------------------

                                             By:       /s/ Richard A. Felice  
                                                --------------------------------
                                             Witness:  /s/ Frank P. O'Connor  
                                                     ---------------------------

                                       22
<PAGE>

                                    EXHIBITS
                                    --------

                Exhibit "A" - First Floor Plan (drawing omitted)

                               Exhibit "B" - Plans

                    Exhibit "C" - Drawing of Plans (omitted)


      The Company will furnish a copy of any omitted exhibit upon request.

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                                   EXHIBIT "A"
                                   -----------

"Phase            1". Original Premises (5300 square feet) - Tenant's occupancy
                  commences as provided in lease. Provided that Tenant has
                  signed lease by September 13th, 1996, Landlord will
                  substantially complete Phase 1 improvements by October 11,
                  1996.

"Phase            2". Tenant's occupancy for this Additional Space (3,023 square
                  feet) shall be after the commencement date, but subject to (i)
                  the vacating thereof by the present Tenant and (ii) the
                  substantial completion of Landlord's improvements in Phase II.
                  Provided Tenant has signed lease by September 13th, 1996,
                  Landlord will substantially completed Phase II improvements by
                  February 28, 1997. Lease commences upon substantial completion
                  of improvements.

"Phase            3." Tenant's occupancy for the Additional Space (2,700 square
                  feet) shall be after the Commencement Date, but subject to (i)
                  the vacating thereof by the present Tenant and (ii) the prior
                  completion of Landlord's improvements in Phase III, all of
                  which shall not be later than nine months after the
                  Commencement Date.

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                                   EXHIBIT "B"
                                   -----------

                                      PLANS
                                      -----


Both Landlord and Tenant agree, in writing, to specific improvements to be
completed by Landlord. It is contemplated by both parties that the scope of
improvements shall be:

1. Provide a total of eleven (11) private  offices  (including  some existing in
   Phase 1).

2. Reduce size of existing kitchen/break area by removing existing hallway wall
   and constructing new wall.

3. Remove 2 small existing offices and install carpet to match existing, show
   Exhibit C.

4. Possible reduction in size of existing conference room.

5. Prior taking Phase 3 Landlord will remove 1 office, in rear of space, and
   front wall and provide sidelights to all existing offices.

6. Prior to Tenant taking Phase 2 Landlord shall remove walls as shown on
   Exhibit C.

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