REIMBURSEMENT AGREEMENT
                         FOR STANDBY LETTER(S) OF CREDIT


         THIS  REIMBURSEMENT  AGREEMENT  FOR STANDBY  LETTER(S)  OF CREDIT (this
"Agreement")  is made  as of  this  3rd day of  February,  2000,  by STV  GROUP,
INCORPORATED and STV  INCORPORATED  and its SUBSIDIARIES  listed on the attached
Schedule A (individually and collectively, the "Applicant"),  with an address at
205 West Welsh Drive,  Douglassville,  Pennsylvania  19518 in favor of PNC BANK,
NATIONAL  ASSOCIATION (the "Bank"),  with an address at 237 Fifth Avenue,  Third
Floor  Annex,  Pittsburgh,  PA  15222.  From  time  to  time  by  submitting  an
application on a form approved by the Bank (an "Application"), the Applicant may
request the Bank to issue one or more letters of credit (each, a "Credit").  The
Bank may issue any such Credit,  but the Bank shall have no  obligation to do so
unless  otherwise  agreed in writing.  The  Applicant  agrees that the following
terms and conditions shall apply in the event the Bank issues any Credit:


         1.  Definitions  and  Interpretation.  (a) In addition to terms defined
elsewhere  in this  Agreement:  "Base Rate" means a  fluctuating  rate per annum
equal to the greater of (i) the interest rate per annum  announced  from time to
time by the Bank as its then prime  rate,  which rate may not be the lowest rate
then being charged commercial borrowers by the Bank; or (ii) the rate applicable
to overnight federal funds transactions,  as reasonably  determined by the Bank,
plus .50%;  "Business Day" means any day other than a Saturday,  Sunday or other
day on which banks in Pittsburgh,  Pennsylvania,  or any other city of which the
Bank may give the Applicant notice from time to time, are authorized or required
by law to close;  "Dollar  Equivalent"  means,  with respect to an amount in any
currency other than U.S.  dollars,  as of any date,  the amount of U.S.  dollars
into which such amount in such  currency  may be  converted  at the spot rate at
which U.S.  dollars are offered by the Bank in  Pittsburgh  for such currency at
approximately  11:00 a.m.,  Prevailing Time, on such date, plus all actual costs
of settlement,  including  amounts  incurred by the Bank to comply with currency
exchange requirements of any Governmental  Authority;  "Governmental  Authority"
means any de facto or de jure domestic or foreign government,  court,  tribunal,
agency,  or other purported  authority;  "Prevailing  Time" means the prevailing
time in Pittsburgh,  Pennsylvania  (or any other city of which the Bank may have
given the  Applicant  notice) on the date in question;  "Taxes" means all taxes,
fees, duties, levies, imposts,  deductions,  charges or withholdings of any kind
(other than taxes on the Bank's net income); and "UCP" means the Uniform Customs
and Practice for Documentary Credits (1993 Revision),  International  Chamber of
Commerce Publication No. 500, and any subsequent official revision thereof.

         (b) If this  Agreement is signed by two or more persons,  each shall be
deemed to make to the Bank all the  representations,  warranties  and  covenants
contained herein, and each shall be jointly and severally liable hereunder.  Any
reference  herein to this  Agreement,  an  Application,  a Credit,  or any other
instrument,  agreement or document  related hereto or thereto shall be deemed to
refer to all  amendments,  modifications,  extensions  and  renewals  hereof and
thereof. Except to the extent the context clearly otherwise requires,  terms not
defined herein shall have the

<PAGE>


respective meanings ascribed to them by the UCP or, if not defined therein, then
by  relevant   provisions  of  the  Uniform   Commercial  Code  (the  "UCC")  of
Pennsylvania or such other jurisdiction of which the Bank may give the Applicant
notice,  with the  definitions  of  Article  5 of the UCC  controlling  over any
conflicting  definitions in other UCC Articles.  Determinations made by the Bank
pursuant to the terms hereof shall be conclusive absent manifest error.


         2.  Payments.  (a) The Bank will  notify  Applicant  of any  demand for
payment made under a Credit,  and the Applicant  will pay to the Bank the amount
to be paid by the Bank with respect to each draft or other  payment  demand made
under a Credit no later than 10 a.m.,  Prevailing Time, on the date such payment
is to be made by the  Bank,  or such  earlier  time as the Bank  may  reasonably
require.  If a Credit  calls for the  delivery by the Bank of an item other than
money,  the Applicant  shall  deliver or cause to be delivered  such item to the
Bank at such time,  in advance of the time the Bank is to deliver such item,  as
the Bank may reasonably require.

         (b) The  Applicant  will pay to the Bank  upon  receipt  of the  Bank's
invoice  therefor (i) interest on all amounts payable to the Bank hereunder from
the date due to the date of  payment,  at the  Base  Rate  plus 4% (or,  if this
Agreement is delivered in  connection  with a separate  credit  agreement,  loan
agreement,  promissory note or other agreement governing the payment of interest
by the Applicant to the Bank, then at the rate of interest applicable  following
the  occurrence  of an event of default  thereunder);  provided that in no event
shall the  Applicant  pay  hereunder  interest  in excess  of the  maximum  rate
permitted by applicable law; (ii) the Bank's fees as separately agreed to by the
Applicant and the Bank, as well as the customary  commissions  and other charges
regularly  charged by the Bank for letters of credit;  and (iii) all charges and
expenses paid or incurred by the Bank or any of its correspondents in connection
with this  Agreement  or any Credit,  including  all  reasonable  legal fees and
expenses,  whether of  internal or external  counsel to the Bank.  All  periodic
interest,  fees and  commissions  shall be calculated on the basis of the actual
days  elapsed in a 360 day year,  and interest  shall  continue to accrue at the
applicable  rate set forth herein  notwithstanding  one or more  defaults or the
entry of any judgment.

         (c) All amounts payable hereunder by the Applicant shall be paid to the
Bank at its  address set forth above or at such other place as the Bank may give
notice  from  time to time,  in  immediately  available  funds  in the  currency
specified  by  the  Bank,  without  set  off,  defense,  recoupment,  deduction,
cross-claim  or  counterclaim  of any kind;  and free and clear of, and  without
deduction  for, any present or future Taxes.  If the Bank or the Applicant  pays
any Taxes,  whether or not correctly or legally  assessed,  the amounts  payable
hereunder shall be increased so that,  after the payment of such Taxes, the Bank
shall have  received an amount equal to the sum the Bank would have received had
no such Taxes been paid. If any amount  payable  hereunder is  denominated  in a
currency  other than U.S.  dollars,  the  Applicant  shall make  payment in such
currency or, at the Bank's option,  shall pay the Dollar Equivalent  thereof. To
effect  any  payment  due  hereunder,  the Bank may debit any  account  that the
Applicant may have with the Bank or any of its affiliates.


                                      -2-
<PAGE>


         3. Nature of Obligations.  (a) The Applicant's  obligations to the Bank
under this Agreement are absolute,  unconditional and irrevocable,  and shall be
paid and performed in accordance with the terms hereof  irrespective of any act,
omission, event or condition, including, without limitation (i) the form of, any
lack  of  power  or  authority  of any  signer  of,  or the  lack  of  validity,
sufficiency,  accuracy,  enforceability  or  genuineness of (or any defect in or
forgery  of any  signature  or  endorsement  on) any  draft,  demand,  document,
certificate or instrument  presented in connection with any Credit, or any fraud
or alleged fraud in connection with any Credit or any obligation  underlying any
Credit,  in each case, even if the Bank or any of its  correspondents  have been
notified thereof; (ii) any claim of breach of warranty that might be made by the
Applicant or the Bank against any  beneficiary of a Credit,  or the existence of
any claim, set off,  recoupment,  counterclaim,  cross-claim,  defense, or other
right that the  Applicant  may at any time have  against  any  beneficiary,  any
successor  beneficiary,  any transferee or assignee of the proceeds of a Credit,
the Bank or any correspondent or agent of the Bank, or any other person, however
arising;  (iii) any acts or omissions by, or the solvency of, any beneficiary of
any Credit,  or any other person having a role in any  transaction or obligation
relating  to a Credit;  (iv) any  failure by the Bank to issue any Credit in the
form  requested by the Applicant,  unless the Bank receives  written notice from
the Applicant of such failure within one Business Day after the Applicant  shall
have received (by facsimile transmission or otherwise) a copy of such Credit and
such error is  material;  and (v) any action or omission  (including  failure or
compulsion to honor a  presentation  under any Credit) by the Bank or any of its
correspondents  in connection with a Credit,  draft or other demand for payment,
document,  or  any  property  relating  to a  Credit,  and  resulting  from  any
censorship,  law,  regulation,   order,  control,   restriction,  or  the  like,
rightfully or wrongly exercised by any Governmental Authority, or from any other
cause beyond the reasonable control of the Bank or any of its correspondents, or
for any loss or damage to the Applicant or to anyone else, or to any property of
the Applicant or anyone else, resulting from any such action or omission.

         (b) The Bank is  authorized  to honor any  presentation  under a Credit
without  regard to, and without any duty on the Bank's part to inquire into, any
transaction  or  obligation   underlying   such  Credit,   or  any  disputes  or
controversies  between the Applicant  and any  beneficiary  of a Credit,  or any
other person,  notwithstanding  that the Bank may have assisted the Applicant in
the  preparation  of the  wording  of any  Credit or  documents  required  to be
presented thereunder or that the Bank may be aware of any underlying transaction
or obligation or be familiar with any of the parties thereto.

         (c) The Applicant agrees that any action or omission by the Bank or any
of its  correspondents in connection with any Credit or presentation  thereunder
shall be binding on the  Applicant  and shall not result in any liability to the
Bank or any of its  correspondents  in the  absence of the gross  negligence  or
willful  misconduct  of  the  Bank.  Without  limiting  the  generality  of  the
foregoing,  the Bank and each of its  correspondents (i) may rely on any oral or
other communication  believed in good faith by the Bank or such correspondent to
have been  authorized or given by or on behalf of the Applicant;  (ii) may honor
any presentation if the documents  presented appear on their face  substantially
to comply with the terms and conditions of the relevant Credit;  (iii) shall not
be liable to the Applicant for any  consequential,  punitive or special damages,
or for any damages resulting from any change in the value of any property


                                      -3-
<PAGE>


relating to a Credit; (iv) may honor a previously dishonored  presentation under
a Credit,  whether such  dishonor  was  pursuant to a court order,  to settle or
compromise any claim of wrongful dishonor,  or otherwise,  and shall be entitled
to reimbursement  to the same extent as if such  presentation had initially been
honored,  together with any interest paid by the Bank; (v) may honor any drawing
that is  payable  upon  presentation  of a  statement  advising  negotiation  or
payment, upon receipt of such statement (even if such statement indicates that a
draft or other document is being separately delivered),  and shall not be liable
for any failure of any such draft or other document to arrive,  or to conform in
any way with the  relevant  Credit;  and (vi) may pay any paying or  negotiating
bank  claiming  that it  rightfully  honored  under the laws or practices of the
place where such bank is located.

         (d) If the  Applicant  or any other person seeks to delay or enjoin the
honor by the Bank of a  presentation  under a  Credit,  the Bank  shall  have no
obligation to delay or refuse to honor the presentation until validly so ordered
by a court of competent jurisdiction.


         4. Set Off. The  Applicant  grants the Bank a right of set off against,
to the fullest extent permitted under applicable law, all of the Applicant's (a)
property  relating to any Credit;  (b) property  relating to any  transaction or
obligation  underlying  a Credit;  and (c)  property  in the  possession  of, on
deposit  with, or in transit to, the Bank,  now or hereafter,  regardless of how
obtained or held (whether in a general or special account or deposit, jointly or
with someone else, in  safekeeping,  or otherwise).  The Bank's right of set off
may be exercised without demand on or notice to the Applicant. The Bank shall be
deemed to have exercised its right of set off immediately upon the occurrence of
an Event of Default,  although  the Bank may enter such set off on its books and
records at a later time. The Applicant  waives mutuality and maturity of debt in
connection with such right of set off. The Applicant agrees from time to time to
deliver to the Bank, on demand, such security or additional security as the Bank
may require to further secure the Applicant's obligations hereunder.


         5. Representations,  Warranties,  Covenants.  The Applicant represents,
warrants,  and covenants that (a) if not a natural person, the Applicant is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  and duly  qualified  to do business in those
jurisdictions  in which its  ownership of property or the nature of its business
activities  makes  such  qualification  necessary;  (b)  the  Applicant  has the
requisite  power and  authority  to execute and deliver  this  Agreement  and to
perform its obligations hereunder;  and all such action has been duly authorized
by all  necessary  proceedings  on the  Applicant's  part,  and  neither now nor
hereafter shall contravene or result in a breach of any organizational  document
of  the  Applicant,  any  agreement,  document,  or  instrument  binding  on the
Applicant  or its  property,  or any law,  treaty,  regulation,  or order of any
Governmental  Authority, or require any notice, filing, or other action to or by
any Governmental  Authority;  (c) all financial statements and other information
received  from the  Applicant  by the Bank prior to the date  hereof  fairly and
accurately present its financial condition in accordance with generally accepted
accounting  principles,  and there shall occur no material adverse change in the
Applicant's  financial  condition or business  operations since the date hereof;
(d) from time to time, the Applicant shall


                                      -4-
<PAGE>


execute and deliver such further  instruments and agreements and take and permit
such further actions as may be reasonably  necessary to carry out the provisions
and purposes of this Agreement, and the Applicant shall provide such evidence of
compliance  with the  terms  hereof  and such  financial  statements  and  other
information  concerning the  Applicant's  financial  condition  and/or  business
operations as the Bank may  reasonably  request;  and (e) the Applicant and each
transaction  and  obligation  underlying  each  Credit  are and shall  remain in
compliance with all laws,  treaties,  rules, and regulations of any Governmental
Authority,  including,  without  limitation,  foreign exchange  control,  United
States foreign assets control, and currency reporting laws and regulations,  now
or hereafter applicable.


         6. Events of Default.  The  occurrence  of any of the  following  is an
"Event of Default"  hereunder:  (a) the Applicant's  failure to pay when due any
obligation  to the  Bank  or  any of its  affiliates  under  this  Agreement  or
otherwise;  (b) the Applicant's  failure to perform or observe any other term or
covenant of this Agreement,  or any representation or warranty contained in this
Agreement  or in any  document  given  now or  hereafter  by  the  Applicant  in
connection  herewith is materially  false,  erroneous,  or  misleading;  (c) the
occurrence  of any event of default  or  default  and the lapse of any notice or
cure period under any other debt,  liability or  obligation  of the Applicant to
the  Bank  or any of its  affiliates;  (d) the  failure  to pay or  perform  any
material  obligation  to any  other  person if such  failure  may cause any such
obligation  to be due or  performable  immediately;  (e) any levy,  garnishment,
attachment, or similar proceeding is instituted against the Applicant's property
in  possession  of, on  deposit  with,  or in  transit  to,  the  Bank;  (f) the
Applicant's  dissolution or  termination,  or the  institution by or against the
Applicant  or any of its  property of any  proceeding  relating  to  bankruptcy,
receivership,   insolvency,   reorganization,    liquidation,   conservatorship,
foreclosure,  execution,  attachment,  garnishment,  levy,  assignment  for  the
benefit of creditors, relief of debtors, or similar proceeding (and, in the case
of any such proceeding instituted against the Applicant,  such proceeding is not
dismissed or stayed within 30 days of the commencement  thereof);  (g) the entry
of a material  final  judgment  against  the  Applicant  and the  failure of the
Applicant to discharge the judgment  within 10 days of the final entry  thereof;
(h) any material adverse change in the business, assets,  operations,  financial
condition  or results of  operations  of the  Applicant;  (i) the death or legal
incompetency  of an individual  Applicant or, if the Applicant is a partnership,
the death or legal  incompetency  of any  individual  general  partner;  (j) the
occurrence  of any of the above  events with respect to any person which has now
or hereafter  guarantied or provided any collateral  for any of the  Applicant's
obligations  hereunder;  or (k) any  guarantee,  or any document,  instrument or
agreement   purporting  to  provide  the  Bank  security  for  the   Applicant's
obligations hereunder shall be challenged,  repudiated, or unenforceable for any
reason.


         7.  Remedies.  Upon the occurrence of any Event of Default (a) the Bank
may exercise  from time to time any of the rights and remedies  available to the
Bank  under  this  Agreement,  under any other  documents  now or in the  future
evidencing  or  securing  obligations  of the  Applicant  to the Bank,  or under
applicable law, and all such remedies shall be cumulative and not exclusive; and
(b) the Applicant  shall promptly  deliver to the Bank in immediately  available
funds,  as collateral for any and all  obligations of the Applicant to the Bank,
an amount equal to


                                      -5-
<PAGE>


105% of the maximum aggregate amount then or at any time thereafter available to
be drawn under all outstanding  Credits, and the Applicant hereby pledges to the
Bank and grants to the Bank a security  interest  in all such funds as  security
for such obligations, acknowledges that the Bank shall at all times have control
of such funds and shall be authorized to give entitlement  orders (as defined in
the UCC) with respect to such funds, without further consent of the Applicant or
any other person, and agrees promptly to do all further things that the Bank may
deem  necessary  in order to grant and perfect the Bank's  security  interest in
such funds.  The Applicant  waives  presentment,  protest,  dishonor,  notice of
dishonor,  demand,  notice of  protest,  notice of  non-payment,  and  notice of
acceptance  of this  Agreement,  and any other notice or demand of any kind from
the Bank.


         8.  Subrogation.  The Bank,  at its option,  shall be subrogated to the
Applicant's  rights against any person who may be liable to the Applicant on any
transaction or obligation  underlying any Credit, to the rights of any holder in
due course or person  with  similar  status  against the  Applicant,  and to the
rights of any beneficiary or any successor or assignee of any beneficiary.


         9. Indemnification. The Applicant shall indemnify and hold the Bank and
its affiliates and agents,  and each of their  respective  officers,  directors,
shareholders  and employees  (each,  an "Indemnified  Party")  harmless from and
against any and all claims,  liabilities,  losses,  damages,  Taxes,  penalties,
interest,  judgments,  costs and expenses  (including  reasonable legal fees and
costs,  whether of  internal  or  external  counsel  to the Bank),  which may be
incurred by or awarded against any Indemnified  Party, and which arise out of or
in connection  with (a) any Credit,  this  Agreement,  or the  preparation for a
defense of any  investigation,  litigation,  or proceeding  arising out of or in
connection  herewith or therewith (and irrespective of who may be the prevailing
party);  (b) any  payment  or  action  taken  in  connection  with  any  Credit,
including,  without limitation, any action or proceeding seeking to restrain any
drawing  under a Credit or to compel or restrain any payment or any other action
under a Credit or this Agreement (and  irrespective of who may be the prevailing
party);  (c) the  enforcement of this Agreement or the collection or sale of any
property  or  collateral;  and  (d)  any  act or  omission  of any  Governmental
Authority or other cause beyond the Bank's reasonable  control;  except, in each
case, to the extent such claim, liability, loss, damage, Tax, penalty, interest,
judgment,  cost or expense is found by a final  judgment of a court of competent
jurisdiction  to have  resulted  from the  Bank's  gross  negligence  or willful
misconduct.


         10. Miscellaneous.  All notices, demands, requests, consents, approvals
and other  communications  required or permitted  hereunder shall be in writing,
will be effective  upon  receipt,  and shall be delivered  by  registered  mail,
return  receipt  requested,  by  facsimile  transmission  with  confirmation  of
delivery, or by nationally recognized overnight courier service, to the intended
recipient at its address set forth in this  Agreement,  or at such other address
of which such party shall have given notice to the other in accordance herewith.
No delay  or  omission  of the  Bank to  exercise  any  right  or power  arising
hereunder shall impair any


                                      -6-
<PAGE>


such right or power or be  considered to be a waiver of any such right or power.
No  modification,  amendment or waiver of any  provision of this  Agreement,  or
consent to any departure  therefrom,  will be effective unless made in a writing
signed by the Bank,  and then such waiver or consent shall be effective  only in
the specific  instance and for the purpose for which given.  If any provision of
this  Agreement is found to be invalid by a court,  all the other  provisions of
the  Agreement  will  remain in full  force and  effect.  If this  Agreement  is
executed by more than one Applicant,  each Applicant waives any and all defenses
to payment  and  performance  hereunder  based upon  principles  of  suretyship,
impairment of collateral,  or otherwise and,  without limiting the generality of
the foregoing,  each Applicant  consents to: any change in the time,  manner, or
place of payment of or in any other term of all or any of the obligations of any
other  Applicant  hereunder  or  otherwise,  and any  exchange or release of any
property or collateral, or the release or other amendment,  extension,  renewal,
waiver of, or consent to departure  from, the terms hereof or of any guaranty or
security agreement or any other agreement related hereto. This Agreement will be
binding  upon and inure to the benefit of the  Applicant  and the Bank and their
respective heirs, executors,  administrators,  successors and assigns; provided,
however,  that the Applicant  may not assign this  Agreement in whole or in part
without  the Bank's  prior  written  consent and the Bank may at any time assign
this  Agreement in whole or in part. The Applicant  hereby  authorizes the Bank,
from time to time without  notice to the  Applicant,  to record  telephonic  and
other  electronic  communications  of the Applicant and provide any  information
pertaining to the financial  condition,  business operations or creditworthiness
of the Applicant to or at the direction of any Governmental Authority, to any of
the Bank's correspondents, and the Bank's affiliates, and to any of its or their
directors,  officers,  employees,  auditors and  professional  advisors,  to any
person which in the  ordinary  course of its  business  makes  credit  reference
inquiries,  to any person which may succeed to or  participate in all or part of
the Bank's  interest  hereunder,  and as may be necessary  or advisable  for the
preservation of the Bank's rights hereunder.  This is a continuing Agreement and
shall remain in full force and effect until no  obligations of the Applicant and
no Credit exist hereunder; provided, however, that termination of this Agreement
shall  not  release  the  Applicant  from any  payment  or  performance  that is
subsequently  rescinded or recouped, and the obligation to make any such payment
or  performance  shall continue until paid or performed as if no such payment or
performance  ever  occurred.  Provisions  concerning  payment,  indemnification,
increased costs, Taxes, immunity, and jurisdiction shall survive the termination
of this Agreement.


         11. Financial Institution  Applicant.  If one of two or more Applicants
is  a  financial  institution  (the  "Financial  Institution"),   the  Financial
Institution  shall be deemed to  request  the  issuance  of any  Credit  for its
customer (the  "Customer") who has also executed this Agreement as an Applicant.
In consideration of any such issuance,  and as a direct and primary  obligation,
the Financial Institution agrees to pay the Bank all amounts that become due and
payable to the Bank under this  Agreement,  when and as due, in accordance  with
the terms  hereof.  The  Financial  Institution  hereby  assigns to the Bank all
security interests now or at any time existing granted in favor of the Financial
Institution  as  security  for  the  Customer's  obligations  to  the  Financial
Institution  arising out of this  Agreement or any Credit,  and agrees to do all
things necessary from time to time to effect such assignment.


                                      -7-
<PAGE>


         12. Representative of Applicant.  If this Agreement is executed by more
than one Applicant and neither is a Financial  Institution,  the Applicant whose
signature is first shown below shall have the  exclusive  right to deal with the
Bank  in  connection  with  the  matters   addressed   herein,   notwithstanding
conflicting instructions or requests from any other Applicant.


         13. Waiver of Immunity.  The Applicant acknowledges that this Agreement
is entered into, and each Credit will be issued, for commercial purposes and, if
the  Applicant now or hereafter  acquires any immunity  (sovereign or otherwise)
from the  jurisdiction  of any court or from any legal  process  with respect to
itself or any of its property,  the  Applicant  hereby  irrevocably  waives such
immunity.


         14.  Jurisdiction.  The Applicant  hereby  irrevocably  consents to the
non-exclusive  jurisdiction  of any  state  or  federal  court  in the  judicial
district  or the state in which the Bank's  office set forth  above is  located,
provided  that nothing  contained in this  Agreement  will prevent the Bank from
bringing any action,  enforcing any award or judgment,  or exercising  any right
against  the  Applicant  individually,  against  any  security,  or against  any
property of the Applicant  within any other  jurisdiction.  The Applicant agrees
that the venue provided above is the most convenient  forum for the Bank and the
Applicant.  The Applicant  waives any objection to venue and any objection based
on a more convenient forum in any action under this Agreement.


         15. WAIVER OF JURY TRIAL. THE APPLICANT  IRREVOCABLY  WAIVES ALL RIGHTS
APPLICANT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR CLAIM OF ANY
NATURE  RELATING  TO THIS  AGREEMENT,  ANY  CREDIT,  ANY  DOCUMENTS  EXECUTED IN
CONNECTION  WITH THIS AGREEMENT OR ANY CREDIT,  OR ANY OBLIGATION OR TRANSACTION
UNDERLYING ANY OF THE FOREGOING.  THE APPLICANT ACKNOWLEDGES THAT THIS WAIVER IS
KNOWING AND VOLUNTARY.


         16. Governing Law. This Agreement and each Credit shall be interpreted,
construed,  and  enforced  according  to (a)  the  laws of the  Commonwealth  of
Pennsylvania,  including, without limitation, the UCC; and (b) the UCP, which is
incorporated  herein by  reference  and which  shall  control (to the extent not
prohibited  by the law  referred  to in (a)) in the  event  of any  inconsistent
provisions  of such  law.  In the event  that a body of law other  than that set
forth above is applicable to a Credit,  the Applicant  shall be obligated to pay
and  reimburse  the Bank for any payment  made under such Credit if such payment
is, in the  Bank's  judgment,  justified  under  either the law  governing  this
Agreement or the law governing such Credit.


                     [SIGNATURES ARE ON THE FOLLOWING PAGE]


                                      -8-
<PAGE>



                                               STV GROUP, INCORPORATED
                                               (First Applicant's Name)

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO


                                                STV INCORPORATED

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO


                                                STV CONSTRUCTION SERVICES, INC.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO


                                                STV INTERNATIONAL, INC.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO


                                                STV/ENVIRONMENTAL, INC.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO


                                                STV SURVEYING, INC.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO

                [SIGNATURES ARE CONTINUED ON THE FOLLOWING PAGE]


                                      -9-
<PAGE>


                                                STV CONSTRUCTION, INC.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  CFO


                                                STV ARCHITECTS, INC.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  Secretary


                                                STV SILVER & ZISKIND ARCHITECTS,
                                                P.C.

                                                By:  /s/ Peter W. Knipe   (SEAL)
                                                Print Name:  Peter W. Knipe
                                                Title:  Secretary


                                                STV ARCHITECTS,   P.C.

                                                By:  /s/ Michael D. Garz  (SEAL)
                                                Print Name:  Michael D. Garz
                                                Title:  President



M:\LEGAL\Simon\STV Group\Reimbursement3   Rev. 3/99


                                      -10-