LEASE

     This LEASE made as of this 3rd day of February, 1998, between FIRST
INDUSTRIAL HARRISBURG, L.P., a Delaware limited partnership (the
"Landlord"), and  SED INTERNATIONAL, INC., a Delaware corporation (the
"Tenant").

                           B A C K G R O U N D

     The Premises (hereinafter defined) is a portion of certain property
(the "Property") located in Middletown, Lower Swatara Township, Dauphin
County, Pennsylvania.  The Property currently consists of the land,
buildings and improvements depicted on the site plan attached to this Lease
as Exhibit "Site Plan," and is more particularly described on
Exhibit "Legal Description".  Tenant desires to lease that portion of the
Property consisting of 103,217 square feet of Building 1 ("Building 1") on
the Property, as more particularly shown on Exhibit "Premises" (the
"Premises").

     NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:

                                ARTICLE I
                                   
Term/Demise

          0.1. Landlord leases the Premises to Tenant, and Tenant leases
     the Premises from Landlord, upon the terms and conditions of this
     Lease, for a term (the "Term") commencing on the Commencement Date
     (hereinafter defined) and expiring on the last day of the sixty-first
     (61st) calendar month following the Commencement Date, together with
     the non-exclusive right to use only for their intended purposes the
     roads, sidewalks, driveways, parking areas and landscaped areas
     intended for the common use of the tenants of the Property and others
     to whom Landlord has granted or may grant (subject to the provisions
     of Section 27.1) such rights (the "Common Areas"), except that Tenant
     shall not have any right to use the cross-hatched area shown on
     Exhibit "Site Plan".
     
          0.2. Landlord shall prepare the Premises for Tenant's initial
     occupancy in accordance with the plans and specifications for the
     Premises, which plans and specifications are attached hereto as
     Exhibit "Specifications" (the "Specifications"). Landlord reserves the
     right, however; (a) to make substitutions of material of equivalent
     grade and quality when and if specified material shall not be readily
     and reasonably available, and (b) to make reasonable changes
     necessitated by conditions met in the course of construction which
     changes shall not substantially deviate from the intended results of
     the Specifications.  The Premises shall be deemed to be substantially
     completed on the later of (i) the date when the Township of Lower
     Swatara, Pennsylvania issues a certificate of occupancy for the
     Premises and (ii) the date that all of the Premises heating,
     ventilating, air-conditioning, plumbing, lighting, life safety,
     mechanical and electrical systems are operational (the "Substantial
<PAGE>
     Completion Date").  Landlord shall give Tenant notice of the
     Substantial Completion Date.
     
     The Term shall commence and Rent (as hereinafter defined) shall begin
to accrue on the Commencement Date (the "Commencement Date") which shall be
the earlier of (i) two (2) days after the date of Substantial Completion or
(ii) the date Tenant takes possession of any portion of the Premises. 
Landlord shall confirm the Commencement Date to Tenant in writing.

     Within ten (10) days after the Commencement Date, Landlord and Tenant,
and their respective construction representatives, shall inspect the
Premises and shall prepare a punchlist of work required under Section this
1.2 not then actually completed by Landlord (the "Punchlist Inspection").
Landlord agrees that Landlord shall complete with commercially reasonable
speed and diligence the items specified on such punchlist.  Provided
that Tenant notifies Landlord within sixty (60) days after the Commencement
Date of latent defects in work required under this Section 1.2 which could
not have been reasonably discovered at the time of the Punchlist
Inspection, Landlord shall correct with commercially reasonable speed and
diligence any such latent defects of which Landlord is notified within
sixty (60) days after the Commencement Date.

          0.3. Tenant and its agent shall have the right to enter and
     perform work at the Premises prior to the Commencement Date in order
     to prepare the Premises for occupancy, provided that Tenant shall not
     interfere with Landlord's work at the Premises.  Any such early entry
     by Tenant shall be subject to the provisions of this Lease, except
     that such early entry shall not (i) constitute taking possession of
     the Premises by Tenant nor (ii) accelerate the Commencement Date or
     require the payment by Tenant of rent or any other amounts payable by
     Tenant hereunder.
     
          0.4. Landlord presently estimates that the date of Substantial
     Completion will be March 1, 1998 (the "Scheduled Commencement Date"). 
     If the Premises are not substantially completed by the Scheduled
     Commencement Date because of delays due to governmental regulation,
     Tenant Delay (hereinafter defined), unusual scarcity of or inability
     to obtain labor or materials, labor difficulties, casualty or any
     other causes whether or not within Landlord's reasonable control,
     Landlord shall not be subject to any liability to Tenant.  Except as
     hereinafter provided in this Section 1.4 or Section 1.5, no such
     failure to complete the Premises by the Scheduled Commencement Date
     shall in any respect affect the validity of this Lease or any
     obligation of the Tenant hereunder.  If the delay did not result from
     a Tenant Delay, the Rent reserved and covenanted to be paid herein
     shall not commence (which, except as hereinafter provided in this
     Section 1.4, shall be Tenant's sole and exclusive remedy for such
     delay) until the Substantial Completion Date of the Premises.  In the
     event of any Tenant Delay, Tenant acknowledges that the Commencement
     Date of the Term and Tenant's obligation to pay Rent due hereunder
     shall begin on such date as the Commencement Date would have occurred
     but for such Tenant Delay.  As used in this Lease, the term "Tenant
     Delay" shall mean any delays resulting in changes in the work to be
     performed by Landlord which are required by Tenant or any delays
<PAGE>
     resulting from any activity or the performance of any work in or about
     the Premises by Tenant or any of its employees, agents or contractors.
     
          0.5. If the Premises are not substantially completed by May 15,
     1998 (which date shall be extended by the length of any delays in
     completion of the Premises attributable to governmental regulation,
     Tenant Delays, unusual scarcity of or inability to obtain labor or
     materials, labor difficulties, casualty, or any other causes not
     within Landlord's reasonable control), Tenant shall have the right to
     terminate this Lease by providing written notice of such termination
     to Landlord at any time prior to substantial completion of the
     Premises, in which event neither party shall have any further
     obligation hereunder.
     
                
                               ARTICLE II
                                   
Use

          0.6. Tenant shall use the Premises only for warehousing and
     distributing Tenant's products that are not Hazardous Materials
     (hereinafter defined), with appurtenant offices and sales personnel
     offices and for the assembly of computers, and for no other purposes.
     
                
                               ARTICLE III
                                   
Rent

          0.7. Tenant agrees to pay to Landlord, promptly when due, without
     notice or demand and without deduction or setoff of any amount for any
     reason whatsoever, except as provided in Section 20.7, as basic rent
     for the Premises ("Basic Rent") during the Term the total amount of
     $2,032,342.60 for the Term in monthly installments as set forth on
     Exhibit "Basic Rent" attached hereto and hereby made a part hereof.
     
          0.8. Basic Rent is payable in monthly installments as set forth
     on Exhibit "Basic Rent" in advance, on or before the first day of each
     calendar month during the Term.  Notwithstanding anything to the
     contrary set forth in the Lease, Tenant shall not be obligated to pay
     Basic Rent for the first (1st) calendar month of the Term.
     
          0.9. All amounts payable by Tenant to Landlord under the terms of
     this Lease shall be paid to Landlord at 311 South Wacker Drive, Suite
     4000, Chicago, Illinois 60606, or to such other entity or place as
     Landlord may from time to time designate by written notice to Tenant.
     
          0.10. All amounts payable by Tenant pursuant to this Lease other
     than Basic Rent are additional rent ("Additional Rent") (Basic Rent
     and Additional Rent collectively being referred to as "Rent"), and
     Landlord shall have the same rights and
<PAGE>
     remedies for nonpayment of Additional Rent as Landlord has for
     nonpayment of Basic Rent.
     
                
                               ARTICLE IV
                                   
                            Taxes; Utilities

          0.11. Throughout the Term, Tenant shall pay to Landlord Tenant's
     Tax Proportionate Share of all Taxes (as those terms are defined
     below).  Tenant shall pay to Landlord, at the time when the monthly
     installment of Basic Rent is payable, an amount equal to one-twelfth
     (1/12th) of Tenant's Tax Proportionate Share of the estimated annual
     Taxes for each Tax Year during the Term as reasonably estimated by
     Landlord.  Upon Tenant's request, Landlord shall provide to Tenant
     copies of the tax assessor's bills upon which Tenant's Tax
     Proportionate Share is based and Landlord's calculation setting forth
     in reasonable detail the manner in which Tenant's Tax Proportionate
     Share was estimated.  Tenant shall also pay to Landlord, within ten
     (10) days after receipt of Landlord's notice (which notice shall
     include copies of the tax assessors' bills on which Tenant's Tax
     Proportionate Share were based and shall set forth in reasonable
     detail the manner in which Tenant's Tax Proportionate Share was
     calculated), the amount, if any, by which Tenant's Tax Proportionate
     Share of the Taxes becoming due exceeds the monthly payments on
     account thereof previously made by Tenant to Landlord pursuant to the
     preceding sentence.  Any overpayment of Taxes shall be credited
     against the next installments of Taxes due hereunder or, upon the
     expiration of the Term, repaid to Tenant (net of any sums due to
     Landlord under this Lease) upon the later of (a) within thirty (30)
     days after expiration or earlier termination of the Term or (b) at the
     time such excess is refunded by any mortgagee escrowing Taxes to
     Landlord, but in no event later than sixty (60) days after the
     expiration or earlier termination of the Term.  The amounts paid by
     Tenant pursuant to this Section 4.1 shall be used to pay the Taxes,
     but such amounts shall not be deemed to be trust funds and no interest
     shall be payable thereon.  Taxes payable for the Tax Years in which
     the Term begins and ends shall be prorated to correspond to that
     portion of such Tax Years occurring within the Term (calculated on the
     basis of 365 day Tax Years).  Provided that Tenant pays Tenant's Tax
     Proportionate Share when due under the terms of this Lease, Tenant    
     shall not in any event be liable for the payment of any interest or
     penalties on Taxes.
     
     As used in this Lease, the term "Taxes" means all taxes, liens,
charges, imposts and burdens, general and special assessments of every kind
and nature, ordinary and extraordinary, assessed or imposed by any
governmental authority on or with respect to the Premises or the Lot 2
Property (herein defined), or both, which Landlord shall become obligated
to pay because of or in connection with the ownership, leasing and
operating of the Premises or the Lot 2 Property, or both, including any
such Taxes which are levied or assessed in lieu of all or any part of Taxes
or an increase in Taxes as provided in Section 4.2.  Notwithstanding any
contrary provision contained herein, Taxes shall not include increases that
result from the sale or other transfer of the Premises, Building 1, the
Property, or any portion of or any interest in any of the foregoing, or of
any interest in Landlord. 
<PAGE>
     As used in this Lease, the term "Lot 2 Property" shall mean Tax Parcel
36-013-139, and all buildings and other improvements now or hereafter
constructed thereon, consisting of approximately 68.73 acres shown as Lot 2
on Exhibit "Site Plan."

     As used in this Lease, the term "Tax Year" shall mean each calendar
year, or such other period of twelve (12) months as hereafter may be duly
adopted by any applicable governmental or quasi-governmental body or
authority or special service district imposing Taxes on the Property or
Premises, or both, as its fiscal year for purposes of Taxes, occurring
during the Term.

     As used in this Lease, the term "Tenant's Tax Proportionate Share"
means the ratio that the number of rentable square feet in the Premises
bears to the number of rentable square feet of building space on the Lot 2
Property, as such number may change from time to time.

          0.12. 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 Taxes or an increase in any Taxes.  If under the requirements of
     any state or local laws with respect to such new method of taxation,
     Tenant is prohibited from paying such new tax which is in lieu of all
     or any part of any Taxes or any increase in Taxes, Landlord may, at
     its election, terminate this Lease and require that Tenant enter into
     a new lease for the balance of the Term, upon all of the same terms
     and conditions as this Lease, but which provides for a net rent to
     Landlord after the imposition of such tax, which is equal to the Rent
     payable hereunder, or Landlord may elect to amend this Lease to
     achieve the same economic result.
     
          0.13. Notwithstanding the foregoing provisions of this Article
     IV, Landlord from time to time during the Term may elect to waive the
     requirement for payment of monthly installments on account of Taxes
     and, in such case, Tenant shall pay the full amount of Tenant's Tax
     Proportionate Share of unpaid Taxes for the then-current Tax Year
     within fifteen (15) days after Tenant receives any bill for Taxes from
     Landlord which, notwithstanding the foregoing, may be sent to Tenant
     at any time and from time to time for any Tax Year.  Such election by
     Landlord shall not preclude Landlord from thereafter requiring Tenant
     to commence paying monthly installments on account of Taxes as set
     forth above in this Article IV.
     
          0.14. Tenant shall, prior to any late payment or delinquency
     dates, pay all charges for  any utility services at the Premises which
     are separately metered or submetered, including, without limitation,
     any of the following which are metered or submetered: water, sewer,
     electricity, gas, fuel, heat and telephone.  Utilities provided to
     Tenant in common with other tenants of Building 1 shall be included in
     Operating Expenses.  Landlord is not required to furnish to Tenant any
     of the foregoing or other facilities or services of any kind
     whatsoever.  Landlord reserves the right, without any liability to
     Tenant and without affecting Tenant's covenants and obligations under
     this Lease, to stop service of the HVAC, electric, sanitary, elevator
     (if any), or other systems serving the Premises, or to stop any other
     services required by Landlord under this 
<PAGE>
     Lease, whenever and for so long as may be necessary by reason of (a)
     accidents, emergencies, strikes, or the making of repairs or changes
     which Landlord in good faith deems necessary or (b) any other cause
     beyond Landlord's reasonable control.  Further, it is also understood
     and agreed that Landlord shall have no liability or responsibility for
     a cessation of services to the Premises or to the Property that occurs
     as a result of causes beyond Landlord's reasonable control.  No such
     interruption of service shall be deemed an eviction or disturbance of
     Tenant's use and possession of the Premises or any part thereof, or
     render Landlord liable to Tenant for damages, or relieve Tenant from
     performance of Tenant's obligations under this Lease, including, but
     not limited to, the obligation to pay Rent.
<PAGE>     
                                   1.
                                ARTICLE V
                                    
                        Insurance and Restoration

          1.1. Landlord shall maintain and keep in effect or cause to be
     maintained and kept in effect such insurance as it deems commercially
     reasonable, including, without limitation, (a) insurance against loss
     or damage to the Premises or other buildings and improvements on the
     Property owned by Landlord by fire and such other casualties as may be
     included within fire and extended coverage insurance, in an amount
     equal to the full replacement costs of such buildings and 
     improvements, (b) rent insurance against loss of Rent paid by Tenant
     due to loss or damage to the buildings on the Property owned by
     Landlord by fire and such other casualties as may be included within
     fire and extended coverage insurance, (c) commercial general liability
     insurance against claims for bodily injury, death and property damage
     in and about the Property owned by Landlord, and (d) commercial
     general liability insurance against claims for bodily injury, death
     and property damage in and about the Common Areas.
     
          1.2. Throughout the Term, Tenant shall pay to Landlord as
     Additional Rent and as part of Tenant's Proportionate Share of
     Operating Expenses payable under Article X, Tenant's Operating Expense
     Proportionate Share of all premiums to be paid by Landlord for all
     insurance maintained by Landlord pursuant to Section 5.1.
     
          1.3. Tenant, at Tenant's sole cost and expense, shall maintain
     and keep in effect the following insurance coverages throughout the
     Term:
     
               (a)  insurance against liability for bodily injury
     (including death) and property damage in or about the Property under a
     policy of commercial general liability insurance and umbrella
     liability (if necessary), on an occurrence basis (and including,
     without limitation, contractual liability coverage for liabilities
     assumed by Tenant under this Lease) and with such limits as to each as
     may be reasonably required by Landlord from time to time, but not less
     than $5,000,000, combined single limit each occurrence;
     
               (b)  business automobile liability insurance including
     owned, hired and non-owned automobiles, on an occurrence basis and
     with such limits as may be reasonably required by Landlord from time
     to time, but not less than $5,000,000 combined single limit;  
     
               (c)  causes of loss-special form insurance upon Tenant's
     personal property, fixtures and leasehold improvements and items
     stored on the Premises by Tenant for the full replacement costs
     thereof (subject, however, to the deductible permitted under Section
     5.4); 
     
               (d)  workers' compensation insurance in statutorily required
<PAGE>
     amounts and employers liability (with umbrella liability if
     necessary), with such limits as may be reasonably required by Landlord
     from time to time, but not less than $1,000,000 each accident/disease
     - policy limit/disease - each employee; and
     
               (e)  at any time that the Premises shall be used to for the
     storage of property of persons other than Tenant, warehouseman's legal
     liability insurance (with umbrella liability, if necessary) in an
     amount equal to the greater of $1,000,000 or the full replacement
     value of property of others in the care, custody, and control of
     Tenant in, on, or about the Premises;
     
               (f)  loss-of-income insurance in an amount sufficient to
     assure that Landlord shall recover the loss of Rent due and owing
     under this Lease for a period of at least twelve (12) consecutive
     months; and     

               (g)  such other policies as are (a) reasonably required by
     Landlord or any mortgagee and that is of a type then generally
     required o similar tenants leasing comparable space in projects
     similar to the Property, or (b) required by insurers by reason of
     Tenant's specific use of or activities at the Premises.
     
          1.4. The policies of insurance required pursuant to Section 5.3
     shall name Landlord, and Landlord's mortgagees as additional insured
     parties, as their interests may appear.  Each policy of insurance
     required by Section 5.3 shall provide that it shall not be canceled
     without at least thirty (30) days prior written notice to Landlord and
     to any mortgagee named in any endorsement thereto; shall contain the
     insurer's waiver of subrogation against Landlord; shall be issued by
     an insurer licensed to do business in Pennsylvania and reasonably
     acceptable to Landlord and Landlord's mortgagee; and shall be in a
     form reasonably satisfactory to Landlord.  Each policy shall provide
     that no act or omission of Tenant shall affect the obligation of the
     insurer to pay the full amount of any loss sustained.  The total
     amount of any deductible under any policy of insurance which Tenant is
     required to maintain pursuant to Section 5.3 shall be no more than
     $25,000.00.
     
          1.5. Prior to the Commencement Date, and at least thirty (30)
     days prior to the expiration of each policy required under this
     Article, Tenant shall deliver to Landlord certificates in form
     reasonably acceptable to Landlord evidencing the foregoing insurance
     or renewal thereof, as the case may be.
     
          1.6. Each of the parties hereto hereby releases the other, and
     shall obtain a waiver of subrogation from its insurer, to the extent
     of the releasing party's required insurance coverage under Sections
     5.1 and 5.3 and all deductibles, from any and all liability for, or
     right of recovery against, any loss or damage covered by such
     insurance which may be inflicted upon the property of such party, or
     which may be claimed for bodily injury or death, even if such claim,
     loss or damage shall be brought about by the fault or negligence of
     the other party, its agents or employees.
     
     In addition to the foregoing, Tenant hereby releases Landlord from all
claims for loss
<PAGE>
of profits or earnings which would be covered under a policy of business
interruption insurance in an amount sufficient to reimburse Tenant for loss
of earnings attributable to loss of occupancy of the Premises for a period
of at least one year, as a result of perils included in a standard
comprehensive fire or casualty insurance policy or in a business or
rent interruption insurance policy.  The foregoing release shall apply even
if such fire or other casualty shall have been caused by the fault or
negligence of Landlord or anyone for whom Landlord is responsible, and
shall apply irrespective of whether Tenant is insured for such loss.

          1.7. Tenant will not do anything which would prevent Landlord
     from procuring either fire insurance on the Premises or public
     liability insurance with respect to the Property from companies and in
     a form satisfactory to Landlord.  If Tenant shall cause the rate for
     any insurance maintained by Landlord to be increased, Tenant will pay
     the amount of such increase as Additional Rent within ten (10) days
     after being billed therefor.
     
          1.8. 
     
               (a)  In the event of damage to or destruction of the
     Premises caused by fire or other casualty, Landlord shall undertake to
     make repairs as hereinafter provided, unless this Lease is terminated
     by Landlord or Tenant.  In the event that such damage or destruction
     is due to the negligence or willful misconduct of Tenant, Tenant shall
     be responsible for the first costs incurred for such repairs, up to
     the amount of the deductible of Landlord's insurance, not to exceed
     $25,000.
     
               (b)  If (a) the damage is of such nature or extent, in the
     opinion of Landlord's architect or contractor, that (i) more than one
     hundred eighty (180) consecutive days, after commencement of the work,
     would be required (with normal work crews and hours) to repair and
     restore the part of the Premises which has been damaged, or (ii) such
     restoration or repairs require the expenditure of more than fifty
     percent (50%) of the full replacement cost of the Premises prior to
     such casualty or (b) less than two (2) years remain on the Term, and
     Landlord reasonably estimates that the restoration will take one
     hundred and twenty (120) days or more after the commencement of the
     work, Landlord shall so advise Tenant promptly, and either party, for
     a period of thirty (30) days thereafter, shall have the right to
     terminate this Lease by written notice to the other, as of the date
     specified in such notice, which termination date shall be no later
     than thirty (30) days after the date of such notice.
     
          1.9. In the event of such fire or other casualty, if this Lease
     is not terminated pursuant to the terms of Section 5.8, and if this
     Lease is then in full force and effect, and after the collection of
     insurance proceeds attributable to such fire or other casualty,
     Landlord shall proceed diligently to restore the Premises to
     substantially the same size and configuration existing prior to the
     occurrence of the damage.  Landlord shall not be obligated to repair
     or restore any alterations, additions or fixtures which Tenant may
     have installed after the date of the execution of this Lease (whether
     or not Tenant has the right or the obligation to remove the same or is
     required to leave the 
<PAGE>
     same on the Premises as of the expiration or earlier termination of
     this Lease) unless Tenant, in a manner reasonably satisfactory to
     Landlord, assures payment in full of such costs as may be incurred by
     Landlord in connection therewith. If there be any such alteration,
     fixtures or additions and Tenant does not assure payment of the cost
     of restoration or repair as aforesaid, Landlord shall have the right
     to determine the manner in which the Premises shall be restored, as if
     such alterations, additions or fixtures had not then been made or
     installed.  The validity and effect of this Lease shall not be
     impaired in any way by the failure of Landlord to complete repairs and
     restoration of the Premises within one hundred eighty (180)
     consecutive days after commencement of work, even if Landlord had in
     good faith notified Tenant that the repair and restoration could be 
     completed within such period, provided that Landlord proceeds
     diligently with such repair and restoration.  Notwithstanding anything
     to the contrary to the foregoing, if Landlord does not complete
     restoration of the Premises within the Permitted Restoration Period
     (hereinafter defined), then, in such event, Tenant may at any time
     prior to the substantial completion of such work, terminate this Lease
     whereupon this Lease shall become null and void as of the date of the
     casualty and neither party shall have any further liability or
     obligation under this Lease.  The term "Permitted Restoration Period"
     means one hundred eighty (180) days after commencement of the work
     plus an additional period equal to the length of any delays caused by
     circumstances beyond the reasonable control of Landlord, not to exceed
     an additional sixty (60) days.
     
          1.10.  In the case of damage to the Premises which is of a nature
     or extent that all or a portion of the Premises is rendered
     untenantable during the period of repair and restoration by Landlord,
     the Rent otherwise payable by Tenant pursuant to this Lease shall be
     abated for the period of such untenantability in such proportion as
     the number of rentable square feet of the Premises rendered
     untenantable bears to the total number of rentable square feet in the
     Premises.
     
                
                               ARTICLE VI
                                   
Rent Absolute and Net to Landlord

          1.11.  This Lease is a net lease and Landlord shall receive,
     except as herein otherwise specifically provided in this Lease, all
     Basic Rent and all Additional Rent free from any charges, taxes,
     assessments, fees, impositions, expenses, or deductions of any and
     every kind or nature whatsoever, and, except as herein otherwise
     expressly provided in this Lease, free of all obligation to insure or
     to repair, restore, or maintain the Premises.  Landlord shall not be
     responsible for any costs, expenses, or charges of any kind or nature
     respecting the Premises, except as otherwise expressly provided in
     this Lease.  Landlord shall not be required to render any services of
     any kind to Tenant or to the Premises, except as otherwise expressly
     provided in this Lease.
     
                
                               ARTICLE VII
                                   
Signs; Alterations
<PAGE>
          1.12.  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 without the prior written
     consent of Landlord, which consent shall not be unreasonably withheld
     or delayed.  All signs shall be maintained by Tenant in good condition
     during the Term, 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.
     
          1.13.  Tenant may, from time to time, at its expense, make such
     alterations, decorations, additions, or improvements to the Premises
     (hereinafter collectively referred to as "Alterations") in and to the
     Premises, excluding structural changes, as Tenant may reasonably
     consider necessary for the conduct of its business in the Premises;
     provided, however, that the written consent of the Landlord is first
     obtained.  Landlord's consent to Alterations shall not be unreasonably
     withheld or delayed, provided that (a) the exterior of the
     improvements located on the Property shall not be affected; (b) the
     Alterations are non-structural and the structural integrity of the
     improvements located on the Property shall not be adversely affected;
     (c) the Alterations are to the interior of the Premises and no part of
     the outside of the Premises or Building 1 shall be affected; (d) the
     proper functioning of the mechanical, electrical, sanitary and other
     service systems of the Property shall not be adversely affected and
     such systems shall not be overburdened by their use by Tenant; (e) the
     Alterations do not have any effect on other leased premises or other
     tenants of the Property; (f) Tenant shall have appropriate insurance
     coverage reasonably satisfactory to Landlord regarding the performance
     and installation of the Alterations; and (g) before proceeding with
     any Alterations, Tenant shall submit for Landlord's approval, plans
     and specifications for the work to be done and Tenant shall not
     proceed with such work until it has received such approval.  If the
     costs of the alterations exceeds Fifty Thousand Dollars ($50,000.00),
     Tenant shall obtain and deliver to Landlord (if so requested) either
     (i) a performance bond and a labor and materials payment bond (issued
     by a corporate surety licensed to do business in Pennsylvania) each in
     an amount equal to one hundred fifteen percent (115%) of the estimated
     cost of the Alterations and in form satisfactory to Landlord, or (ii)
     such other security as shall be reasonably satisfactory to Landlord.
     
          1.14.  Tenant, at its expense, shall obtain all necessary
     governmental permits and certificates for the commencement and
     prosecution of Alterations and for the final approval thereof upon
     completion, and shall cause the Alterations to be performed in
     compliance therewith and in compliance with all applicable laws and
     requirements of public authorities and with rules and regulations
     promulgated by Landlord in Landlord's reasonable discretion or any
     other restrictions that Landlord may, in the exercise of reasonable
     discretion, impose on the Alterations.  Tenant shall not commence any
     Alterations without having first demonstrated, to Landlord's
     reasonable satisfaction, that all required permits and certificates
     have been obtained.  The Alterations shall be diligently performed in
     a good and workmanlike manner, using new materials and equipment at
     least equal in quality and class to the standards for the Premises and
     Building 1 established by Landlord.  Alterations shall be 
<PAGE>
     performed by contractors first approved by Landlord (which approval
     shall not be unreasonably withheld or delayed), and Tenant's agents,
     contractors, workmen, mechanics, suppliers and invitees shall work in
     harmony, and not interfere with, Landlord and its agents and
     contractors (if any) or the Premises.  Tenant shall, and hereby does,
     indemnify, defend, and hold Landlord and Agent harmless from any and
     all claims, damages or losses of any nature (including reasonable fees
     of attorneys of Landlord's choosing), suffered by Landlord, as a
     result of, or due to, or arising from, the performance of any
     Alterations by, or on behalf of, Tenant. Tenant acknowledges that any
     Alterations commenced or performed in violation of any provision of
     this Article VII shall cause Landlord irreparable injury, and Landlord
     shall have the right to seek to enjoin any such violations by
     injunction or other equitable relief.  Except as otherwise agreed to
     in writing by Landlord and Tenant, all Alterations shall be and remain
     part of the Premises, and shall not be removed by Tenant, unless
     Landlord requires Tenant to remove them, at Tenant's sole expense, at
     the expiration or sooner termination of the Term by written notice
     given to Tenant at the time Landlord consents to such Alteration; in
     performing such removal, Tenant shall restore the Premises to its
     condition prior to such Alteration, ordinary wear and tear excepted,
     shall repair any damage caused by such removal, and shall otherwise
     comply with this Article VII.
     
          1.15.  Tenant shall not permit any mechanics or materialmen's
     liens to attach to the Premises, Tenant's leasehold estate, or the
     Property.  Tenant shall and hereby does defend, indemnify, and hold
     Landlord harmless from and against any and all mechanics and other
     liens and encumbrances filed in connection with Alterations or any
     other work, labor, services, or materials done for or supplied to
     Tenant, or any person claiming through or under Tenant including,
     without limitation, security interests in any materials, fixtures or
     articles installed in and constituting a part of the Premises and
     against all costs, expenses, and liabilities (including reasonable
     fees of attorneys of Landlord's choosing) incurred in connection with
     any such lien or encumbrance or any action or proceeding brought
     thereon.  Tenant, at its expense, shall procure the satisfaction or
     discharge of record of all such liens and encumbrances within thirty
     (30) days after the filing thereof.  In the event Tenant has not so
     performed, Landlord may, at its option, after ten (10) days written
     notice to Tenant, pay and discharge such liens and Tenant shall be
     responsible to reimburse Landlord for all costs and expenses incurred
     in connection therewith, together with interest thereon at the rate
     set forth in Section 26.4 below, which expenses shall include
     reasonable fees of attorneys of Landlord's choosing, and any costs in
     posting bond to effect discharge or release of the lien as an
     encumbrance against the Premises, Tenant's leasehold estate, or the
     Property or any part thereof.
<PAGE>
                              ARTICLE VIII
                                   
Repairs

          1.16.  Except for the items specified in Section 8.3, Tenant, at
     its own cost and expense, shall keep the interior of the Premises in
     good order and condition and will make all necessary repairs and
     replacements thereto, ordinary and extraordinary, foreseen and
     unforeseen, and will make all necessary replacements thereto when
     necessary.  Tenant shall hire and pay for all cleaning, custodial and
     janitorial services required to meet its obligations hereunder.  All
     glass, both interior and exterior, is the sole responsibility of
     Tenant, and any broken glass shall promptly be replaced by Tenant at
     Tenant's expense with glass of the same kind (to the extent permitted
     by applicable building codes), size and quality.
     
          1.17.  All repairs and replacements required of Tenant hereunder
     shall be promptly made with new materials of like kind and quality and
     shall be made subject to Tenant's compliance with Article VII.
     
          1.18.  Landlord shall maintain in good order and repair, at
     Landlord's sole cost and expense, the structure and roof of the
     building of which the Premises is a part.  In addition, Landlord shall
     keep in good order and repair, and replace when necessary (i) the
     exterior of the building of which the Premise is part, (ii) the
     lighting, heating, ventilating and air conditioning units, equipment
     and systems, and other units, equipment and systems serving the
     Premises and building of which the Premises is part (collectively, the
     "Systems") and (iii) the Common Areas; the costs of such maintenance,
     repair and replacement are a part of the Operating Expenses as set
     forth in Article X.  The obligation of Landlord to maintain the items
     specified in this Section 8.3 does not include any maintenance,
     repairs or replacements due to the negligence or willful misconduct of
     Tenant, its employees, agents, contractors or invitees or to
     alterations made by Tenant all of which shall be the sole 
     responsibility of Tenant.
     
          1.19.  At the option of Landlord, Landlord may enter into a
     service contract or service contracts providing for the maintenance,
     repair and replacement of all or any Systems, including Systems which
     serve only the Premises, in which event Tenant shall not be
     responsible for such maintenance, repair or replacement.  The cost of
     such contracts(s) shall be included in Operating Expenses.  Such
     election by Landlord shall not preclude Landlord from thereafter
     requiring Tenant to commence its maintenance obligations hereunder
     should Landlord terminate such service contract(s)
     
                
                               ARTICLE IX
                                   
Regulations; Compliance with Laws

          1.20.  Tenant, at all times during the Term hereof, and at its
     sole cost and expense, agrees:
<PAGE>     
                 (a) to take such legal action as may be necessary to bring
     about the cessation of any work stoppage, picketing or labor activity
     by Tenant's employees or against Tenant, which may interfere with the
     operation of or access to the Property or any work being performed or
     to be performed in or about the Property.
     
                 (b) to pay promptly and when due, all taxes, licenses,
     fees, assessments or other charges levied or imposed upon the business
     of Tenant or upon any fixtures, furnishings or equipment in, on or at
     the Premises; to pay Landlord any use and occupancy tax which Landlord
     is legally obligated to collect from Tenant;
     
                 (c) not to knowingly commit, permit or allow any waste,
     damage or nuisance to or on the Property or any portion(s) thereof, or
     use, permit or allow the plumbing facilities to be used for any
     purpose injurious to same or dispose of any garbage or any other
     foreign substance therein, or place a load on any floor in the
     Premises which would damage the floor or install, attach, operate or
     maintain in the Premises any heavy equipment or apparatus (except fork
     lifts) without the consent of Landlord, or install, operate or
     maintain in the Premises any electrical equipment which would overload
     the electrical system therein, or any part thereof, beyond its
     capacity for proper and safe operation as determined by Landlord;
     
                 (d) not to knowingly use, permit or allow the Premises to
     be used in any manner which would be illegal, noxious, or offensive
     because of the emission of noise, smoke, dust or odors or which could
     damage the Premises or the Property, or be a nuisance or menace to or
     interfere with, any other occupants or the public;
     
                 (e) to comply with the requirements of all suppliers of
     utility services to the Premises and not to suffer or permit knowingly
     any act or omission, the consequence of which could be to cause the
     interruption, curtailment, limitation or cessation of any utility
     service to the Property;
     
                 (f) not to store or discharge or otherwise use any
     Hazardous Materials, flammable, explosive, poisonous or other
     hazardous or dangerous substances on the Premises, except for (a)
     propane used in the operation of Tenant's forklifts, (b) materials and
     supplies used by Tenant in servicing its truck fleet and (c)
     substances or materials in commercially reasonable amounts which are
     customarily used in commercial warehouse and distribution operations,
     provided that the permitted materials, substances and supplies
     described in this subsection (f) shall be used, stored and disposed of
     in accordance all applicable laws, ordinances and regulations and the
     other requirements of this Lease; and 
     
                 (g) not to block or obstruct or otherwise impede access by
     others through or across the Common Areas.
     
          1.21.  Tenant, at its sole cost and expense, agrees to promptly
     comply with all non-discriminatory rules and regulations reasonably
     established by Landlord from
<PAGE>
     time to time with respect to the Property.  Landlord agrees not to
     enforce rules and regulations in a discriminatory manner.
     
          1.22.  The term "Legal Requirements" as used in this Lease means
     all present and future laws, orders, ordinances, rules, regulations
     and requirements of any lawful authorities and the orders, rules and
     regulations of the appropriate Board of Fire Underwriters or similar
     body, and all requirements of insurance companies writing policies
     covering the Premises.  Tenant shall at Tenant's expense promptly
     comply with all Legal Requirements relating to or applicable to
     Tenant's specific use and occupancy of the Premises, including,
     without limitation, the Americans With Disabilities Act, provided that
     such compliance is not otherwise the obligation of Landlord under this
     Lease and provided further that Tenant's obligations under this
     Section 9.3 shall not apply to any matter relating to or arising from
     Hazardous Materials or Environmental Laws, is being specifically
     agreed that Tenant's obligations with respect to such matters shall be
     limited to its obligations as set forth in Article XXXI.  Tenant shall
     pay all costs, expenses, claims, and penalties, that may in any manner
     arise out of the failure of Tenant to comply with the requirements of
     this section.
     
                                  ARTICLE X
                                   
Operating Expenses

          1.23.  Tenant shall pay to Landlord, Tenant's Operating Expense
     Proportionate Share of all expenses incurred or paid by Landlord in
     connection with the maintenance, operation, repair, or replacement of
     (a) the Common Areas, and (b) all other portions of the Property (not
     including the buildings thereon, except as expressly set forth in this
     Section 10.1), even if such portions of the Property (not including
     the buildings thereon, except as expressly set forth in this Section
     10.1) are reserved for the exclusive use of others (unless those
     having such exclusive right of use pay the entire expense of
     maintenance, operation, repair and replacement of such portion of the
     Property reserved for such exclusive use) (which portions of the
     Property shall, for purposes of this Section and Section 8 only, be
     deemed Common Areas).  Such expenses shall include, without
     limitation, (a) the costs of (i) cleaning, maintenance, repair and
     replacement of the roads, sidewalks, parking areas, and driveways on
     or adjoining the Property, including the cost of snow and ice removal;
     (ii) repaving and restriping paved portions of the Property; (iii)
     maintenance, repair and replacement of all landscaped areas on the
     Property and exterior portions of the buildings on the Property; (iv)
     guards and security personnel, facilities and equipment for the
     Property; (v) maintenance, operation, repair and replacement of the
     lighting of the Property (not including the buildings thereon); (vi)
     insurance; (vii) maintenance, operation, repair and replacement of
     water, sewer and other utility equipment, lines and systems (interior
     and exterior to buildings and improvements) at the Property and the
     Systems, including the costs of service contracts entered into by
     Landlord for such equipment, lines and systems; (viii) maintenance,
     operation, repair and replacement of fire protection equipment, lines
     and systems (exterior and interior to buildings and 
<PAGE>
     improvements) at the Property; and (ix) compliance with Legal
     Requirements affecting the Common, and (b) a management/administrative
     fee equal to two and one half percent (2.5%) of the annual Basic Rent
     per lease year for each lease year of the Term with respect to the
     management and administration of the Property.  All sums payable under
     this Section 10.1 shall be referred to in this Lease collectively as
     the "Operating Expenses."  Notwithstanding anything herein to the
     contrary, in the event of any capital expense incurred by Landlord to
     maintain, operate, repair or replace the Common Areas, only the annual
     amortization of such expenditure (calculated by dividing the amount of
     the expenditure over the useful life of the improvement) shall be
     deemed an Operating Expense for each year of such period.
     
     The term "Operating Expenses" shall not include (a) the salaries or
benefits of any executive officers of Landlord; (b) legal fees related to
negotiation or enforcement of leases or any mortgages applicable to the
Property; (c) costs incurred in connection with the original construction
of the Common Areas or in connection with any major changes to the Common
Areas, such as the relocation of driveways or roads; (d) depreciation,
interest and principal payments on mortgages, and other debt costs, if any;
(e) costs of correcting defects in or inadequacy of the initial design or
construction of the Common Areas or any part thereof; (f) expenses
resulting from the negligence or willful misconduct of Landlord, Landlord's
authorized representatives or another tenant at the Property; (g) legal
fees, space planners' fees, real estate brokers' leasing commissions and
advertising expenses incurred in connection with the development or leasing
of space at the Property or any part thereof; (h) costs reimbursable by any
tenant or occupant of the Property or by insurance by its carrier or any
tenant's carrier or by anyone else; (i) any bad debt loss, rent loss, or
reserves for bad debts or rent loss; (j) costs associated with the
operation of the business entity whichconstitutes the Landlord, as the same
are distinguished from the costs of operation of the Property, including
partnership accounting and legal matters, costs of defending any lawsuits
with any mortgagee, costs of selling, syndicating, financing, mortgaging or
hypothecating any of Landlord's interest in the Property, costs (including
attorneys' fees and costs of settlement judgments and payments in lieu
thereof) arising from claims, disputes or potential disputes in connection
with potential or actual claims, litigation or arbitrations pertaining to
Landlord and/or the Property; (k) wages and benefits of any employee who
does not devote substantially all of his or her time to the Common Areas
unless such wages and benefits are prorated to reflect time spent on
operating and management of the Common Areas; (l) costs or expenses arising
from or related to the EPA Agreement (as defined in Section 31.7), the
PADEP Agreement (as defined in Section 31.8), or the Existing Contamination
(as defined in the EPA Agreement) or any other costs or expenses arising
from the presence of Hazardous Materials in or about the Property,
including, without limitation, Hazardous Materials in the ground water or
soil; (m) fines, penalties and interest; (n) amounts paid as ground rental
by Landlord, if any; (o) capital expenditures to comply with Landlord's
obligations under Section 31.10; (p) overhead and profit increment
paid to Landlord or to subsidiaries or affiliates of Landlord for services
to the extend the same exceeds the cost of such services rendered by
unaffiliated third parties on a competitive basis; (q) costs arising from
Landlord's political or charitable contributions; (r) costs incurred by
Landlord due to the violation by Landlord or any tenant of the terms and
conditions of any lease of space at the Property; (s) earthquake insurance,
flood insurance and rental interruption insurance to the extent that rental
interruption insurance is in excess
<PAGE>
of twelve (12) months' coverage; (t) costs for which Landlord has been
compensated by a management fee; and (u) capital expenditures to comply
with legal requirements applicable to the Property on the date of this
Lease.

     The term "Tenant's Operating Expense Proportionate Share" means the
ratio that the number of rentable square feet of the Premises bears to the
number of rentable square feet of building space on the Property, as such
number may change from time to time.

          1.24.  Tenant shall pay to Landlord at the time when the monthly
     installment of Basic Rent is payable, an amount equal to one-twelfth
     (1/12th) of Tenant's Operating Expense Proportionate Share of the
     annual Operating Expenses as reasonably estimated by Landlord.  Such
     estimate shall itemize in reasonable detail the Operating Expenses and
     shall set forth Landlord's calculation of Tenant's Operating Expense
     Proportionate Share of the annual Operating Expenses, and may be
     reasonably changed by Landlord from time to time, whereupon the
     amounts payable hereunder shall change (so that amounts payable by
     Tenant shall be sufficient to pay in full Tenant's Operating Expense
     Proportionate Share of the annual Operating Expenses, as reasonably
     estimated by Landlord, over the balance of the calendar year).  Tenant
     shall also pay to Landlord within ten (10) days after a statement is
     rendered for the applicable calendar year (the "Operating Expense
     Statement") the amount, if any, by which Tenant's Operating Expense
     Proportionate Share of the Operating Expenses for such calendar year
     exceeds the monthly payments on account thereof previously made by
     Tenant.  Any overpayment of Operating Expenses shall be credited
     against the next installments of Tenant's Proportionate Share of
     Operating Expenses due hereunder or, upon the expiration or earlier
     termination of the Term, repaid to Tenant (net of any unpaid sums due
     to Landlord under this Lease) within thirty (30) days after expiration
     or earlier termination of the Term. The Operating Expense Statement
     shall be provided by Landlord within one hundred twenty (120) days
     after the expiration of the applicable calendar year, shall set forth
     in reasonable detail the Operating Expenses for the prior year and the
     calculation by which Tenants' Operating Expense Proportionate Share
     was determined and shall be signed and certified to be correct by 
     Landlord. Landlord shall not be entitled to subsequently collect any
     Operating Expenses from Tenant for a specific calendar year which are
     not set forth on the Operating Expense Statement for such calendar
     year.  Tenant shall have the right to review Landlord's records
     relative to Operating Expenses during normal business hours at the
     office at which Landlord maintains such records.  If Tenant desires to
     review Landlord's records, Tenant shall give Landlord notice thereof
     within ninety (90) days following the furnishing of the Operating
     Expense Statement to Tenant.  Such review shall be completed by
     Tenant, if at all, within sixty (60) days following the giving of such
     notice by Tenant to Landlord.  If such review reveals that Landlord
     has overcharged Tenant, then within ten (10) days after Tenant's
     demand therefor, Landlord shall reimburse Tenant for the amount of
     such overcharge.  Tenant agrees to pay the cost of such review;
     provided, however, that if the review reveals that Landlord's
     determination of Tenant's Operating Expense Proportionate Share as set
     forth in the applicable Operating Expense Statement was in error in
     Landlord's favor by more than five percent (5%), then Landlord shall
     pay the cost of such review.  
<PAGE>
     Landlord shall keep at its regular place of business full, accurate
     and separate books of account covering all of the Operating Expenses. 
     The amounts paid by Tenant pursuant to this Section 10.2 shall be used
     to pay the Operating Expenses, but such amounts shall not be deemed to
     be trust funds and no interest shall be payable thereon.
     
                               ARTICLE XI
                                   
Landlord's Right of Entry

          1.25.  Tenant shall permit Landlord and the authorized
     representatives of Landlord and of any mortgagee or any prospective
     mortgagee, prospective purchaser or tenant to enter the Premises at
     all reasonable times upon one day prior notice (except no notice shall
     be required in the event of emergency), for the purpose of (a)
     inspecting or showing the same, or (b) performing any obligations of
     Landlord under this Lease, or (c) correcting any defaults by Tenant
     under this Lease. Landlord will exercise reasonable efforts to
     minimize interference with the operations of Tenant, but shall not be
     liable for inconvenience, annoyance, disturbance or other damage to
     Tenant by reason of making any repair or by bringing or storing
     materials, supplies, tools and equipment in the Premises during the
     performance of any work (except for damage caused by Landlord's gross
     negligence or willful misconduct), and, except as otherwise expressly
     provided for in this Lease, the obligations of Tenant under this Lease
     shall not be thereby affected in any manner whatsoever.
     
                
                               ARTICLE XII
                                   
Indemnification

          1.26.  Subject to the provisions of Section 5.6, and except as
     otherwise expressly provided in this Lease, Tenant will indemnify
     Landlord and save Landlord harmless from and against any and all
     claims, actions, damages, liability and expense (including, without
     limitation, reasonable 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 and arising out of the
     occupancy by Tenant or use by Tenant of the Property or occasioned
     wholly or in part (as to such part) by any act or omission of Tenant,
     its agents, contractors, employees, licensees or invitees, or by
     reason of any breach by Tenant of the terms and conditions of this
     Lease, unless such loss, injury or damage was caused by the negligence
     or willful misconduct of Landlord, its agents, employees, licensees or
     invitees.  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.
     
          1.27.  Subject to the provisions of Section 5.06, and except as
     otherwise expressly provided in this Lease, Landlord will indemnify
     Tenant and save Tenant 
<PAGE>
     harmless from and against any and all claims, actions, damages,
     liability and expense (including, without limitation, reasonable fees
     of attorneys, investigators and experts) in connection with loss of
     life, personal injury or damage to property caused to any person
     occasioned wholly or in part (as to such part) by any act or omission
     of Landlord, its agents, contractors, employees, licensees or invitees
     (excluding other tenants and the agents, contractors, employees,
     licensees and invitees of such other tenants) , unless such loss,
     injury or damage was caused by the negligence or willful misconduct of
     Tenant, its agents, employees, licensees or invitees.  In case any
     such claim, action or proceeding is brought against Tenant, upon
     notice from Tenant and at Landlord's sole cost and expense, Landlord
     shall resist or defend such claim, action or proceeding or shall cause
     it to be resisted or defended by an insurer.
     
          1.28.  The foregoing indemnity shall not extend to any matter
     relating to or arising from Hazardous Materials or Environmental Laws,
     it being specifically agreed that any indemnity by Tenant with respect
     to such matters shall be limited to the indemnity set forth in Article
     XXXI.
     
                              ARTICLE XIII
                                   
Condemnation

          1.29.     
     
                 (a) If the whole or any part of the Premises or Common
     Areas shall be taken under the power of eminent domain, this Lease
     shall terminate as to the part so taken on the date Tenant is required
     to yield possession thereof to the condemning authority.
     
                 (b)       
     
                     (i)   If the portion of the Premises so taken under
     the power of eminent domain substantially renders the remainder of the
     Premises untenantable for the use specified in Section 2.1, or if the
     portion of the Common Areas so taken under the power of eminent domain
     renders use of the Premises impractical, either Landlord or Tenant may
     terminate this Lease as of the date when Tenant is required to yield
     possession to the condemning authority by giving notice of termination
     within forty-five (45) days after the date of notice of such taking by
     Landlord to Tenant.
     
                     (ii)  If any portion of the Property or Common Areas
     is so taken thereby causing the use of the Premises specified in
     Section 2.1 to be unlawful under applicable governmental requirements,
     and Landlord cannot or does not deem it reasonably feasible to take
     action to make such use lawful, then Landlord or Tenant may elect to
     terminate this Lease as of the date on which possession thereof is
     required to be yielded to the condemning authority, by giving notice
     of such election within forty-five (45) days after the date of notice
     of such taking by Landlord to Tenant.
<PAGE>
                     (iii) If Tenant is permanently deprived of access to
     the Premises or if access to the Premises is permanently significantly
     reduced or impaired as a result of any condemnation affecting the
     Property, Tenant may elect to terminate this Lease as of the date the
     condemned property is required to be yielded to the possession of
     condemning authority by giving notice of termination within forty-five
     (45) days after receiving notice of such taking from Landlord.
     
                 (c) If this Lease is not terminated under this Section
     13.1, Landlord, subject to Section 5.9 of this Lease, shall make such
     repairs and alterations as may be necessary in order to restore the
     part of the Premises and/or Common Areas not taken to tenantable
     condition, (a) all Rent (other than any Additional Rent due Landlord
     by reason of Tenant's failure to perform any of its obligations
     hereunder) shall be reduced proportionately as to the portion of the
     Premises so taken commencing on the date the property taken is require
     to be yielded to the possession of the condemning authority, and (b)
     if the portion of the Premises being repaired is rendered untenantable
     during the period of repair and restoration by Landlord, the Rent
     otherwise payable by Tenant pursuant to this Lease shall be abated for
     the period of such untenantability in such proportion as the number of
     rentable square feet of the portion of the  Premises rendered
     untenantable bears to the total number of rentable square feet of the
     Premises.
     
                 (d) If any notice of termination is given pursuant to this
     section, this Lease shall terminate on the date the property taken is
     required to be yielded to the possession of the condemning authority
     and all Rent shall be adjusted as of the date of such termination.
     
          1.30.  In the event of a condemnation affecting Tenant, Tenant
     shall have the right to make a claim against the condemning authority
     for loss of personal property, relocation and moving expenses and the
     unamortized cost of alterations made by Tenant; provided and to the
     extent, however, that such claims or payments do not reduce the sums
     otherwise payable by the condemning authority to Landlord.  Except as
     aforesaid, Tenant hereby waives all claims against Landlord and
     against the condemning authority, and Tenant hereby assigns to
     Landlord all claims against the condemning authority, including,
     without limitation, all claims for leasehold damages and diminution in
     value of Tenant's leasehold interest.
<PAGE>     
                
                               ARTICLE XIV
                                   
Quiet Enjoyment

          1.31.  Landlord hereby covenants that Tenant, upon paying all
     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
     without hindrance or molestation by anyone claiming by or through
     Landlord, subject, however, to the exceptions, reservations and
     conditions of this Lease.
     
                
                               ARTICLE XV
                                   
Assignment and Subletting

          1.32.     
     
                 (a) Tenant shall not, voluntarily, or by operation of law
     or otherwise, assign, mortgage, pledge or encumber this Lease, or
     sublet the whole or any part of the Premises, or permit the Premises
     to be used or occupied by anyone other than Tenant, without the prior
     written consent of Landlord, such consent not to be unreasonably
     withheld or delayed.
     
                 (b) An assignment of this Lease shall include any transfer
     of a majority of the voting stock of Tenant or to any other change in
     voting control of Tenant (if Tenant is a corporation), in one (1) or
     more transactions, or to a transfer of a majority of the general
     partnership interests in Tenant or managerial control of Tenant (if
     Tenant is a partnership), or to any comparable transaction involving
     any other form of business entity, whether effectuated in one (1) or
     more transactions; but, Tenant shall have the right to assign this
     Lease or sublet the Premises or any portion thereof to a corporation
     into or with which Tenant is merged or consolidated, or to which all
     or substantially all of Tenant's assets are transferred, or to any
     corporation that controls or is controlled by Tenant, or is under
     common control with Tenant (a "Tenant Affiliate"), provided in any of
     such events (a) the successor to Tenant has a net worth (computed in
     accordance with generally accepted accounting principles), at least
     equal to the net worth of Tenant on the date of this Lease (b) proof
     satisfactory to Landlord of such net worth shall have been delivered
     to Landlord at least thirty (30) days prior to such assignment, and
     (c) Tenant complies with this Article in all other respects in
     connection with such assignment.
     
          1.33.  In the event of any assignment of this Lease or a
     subletting of all or any portion of the Premises, whether or not
     consent to such assignment or subletting is required, Tenant
     nevertheless shall remain liable for the performance of all of the
     terms, conditions and covenants of this Lease.  In the event of an
     assignment, Tenant shall require any assignee to execute and deliver
     to Landlord an assumption of liability agreement in form reasonably
     satisfactory to Landlord, including an assumption by 
<PAGE>
     the assignee of all of the obligations of Tenant and the assignee's
     ratification of and agreement to be bound by all of the provisions of
     this Lease.  Any subleases of the Premises, whether or not consent is
     required to such sublease, shall be under and subject to the terms of
     this Lease, and each sublease shall specifically so state.  In
     addition to all sums payable hereunder, Landlord shall be entitled to,
     and Tenant shall promptly remit to Landlord, one hundred percent
     (100%) of any consideration received by Tenant as a result of any
     assignment of this Lease in excess of Tenant's reasonable costs
     incurred in connection with such assignment to a non-Tenant Affiliate,
     including, without limitation, the costs of preparing the Premises for
     the assignee, reasonable legal fees of preparing the assignment
     documents, and reasonable brokerage commissions paid to an independent
     third party broker in connection with such assignment, and one hundred
     percent (100%) of any rent and other consideration received by Tenant
     as a result of any subletting of the Premises to a non-Tenant
     Affiliate in excess of the Basic Rent and Tenant's reasonable costs
     incurred in connection with such subletting to a non-Tenant Affiliate,
     including, without limitation, of preparing the Premises (or a portion
     thereof) for the subtenant, the reasonable legal fees of preparing the
     sublease, and reasonable brokerage commissions paid to an independent
     third party broker in connection with such subletting.
     
     Tenant's request for consent to any assignment or subletting shall be
given to Landlord at least thirty (30) days before the execution of any
assignment or sublease, shall be in writing and contain the name, address,
and description of the business of the proposed assignee or subtenant, its
most recent financial statement and other evidence of financial
responsibility, its intended use of Premises, the terms and conditions of
the proposed assignment or subletting, and a copy of the proposed form of
assignment or sublease.  Tenant shall also give Landlord at least thirty
(30) days prior notice of any assignment or sublease permitted under
Section 15.1.b together with all of the information required by the
immediately preceding sentence.  Without limitation on any obligations or
liabilities of Tenant in the event of any assignment or subletting, whether
or not consent to such assignment or subletting is required, Tenant shall
comply with and shall cause all proposed subtenants and assignees to agree
to comply with the EPA Agreement and the PADEP Agreement, including,
without limitation, any provisions of such agreements requiring prior
notice to any governmental agency before any transfer, lease or assignment.
<PAGE>
                
                               ARTICLE XVI
                                   
Subordination

          1.34.  This Lease and Tenant's rights hereunder shall be subject
     and subordinate at all times in lien and priority to all mortgages now
     or hereafter placed upon or affecting the Property, 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 mortgages and any further instrument or
     instruments of attornment that may be desired by any mortgagee. 
     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.  Tenant hereby agrees to attorn (a) to any
     purchaser of any real estate of which the Premises is a part of any
     foreclosure sale, execution sale or private sale conducted pursuant to
     any mortgage, security instrument, or lien encumbering or affecting
     the Premises, and (b) to any grantee or transferee designated in any
     deed given in lieu of foreclosure.  The foregoing provisions of this
     Section 16.1 are subject, however, to the condition that the holder of
     any mortgage to which this Lease is subordinate shall deliver to
     Tenant a recordable subordination, non-disturbance and attornment
     agreement in form reasonably satisfactory to Tenant and such
     mortgagee.
       
          1.35.  Landlord represents and warrants that, as of the date
     hereof, there are no mortgages encumbering all or any portion of the
     Property.
     
          1.36.  Tenant agrees that in the event the interest of Landlord
     becomes vested in the holder of any mortgage, or in anyone claiming
     by, through or under the holder of any mortgage, then such holder
     shall not be:
     
                 (a) liable for any act or omission of any prior landlord
     (including Landlord herein) which is not of a continuing nature; or
     
                 (b) subject to any offsets or defenses which Tenant may
     have against any prior landlord (including Landlord herein); or
     
                 (c) required to make or complete any tenant improvements
     except for those set forth in Section 1.3 hereof; or
     
                 (d) bound by any rent which Tenant may have paid for more
     than the current month to any landlord (including Landlord herein); or
     
                 (e) bound by any amendment or modification of any
     provisions hereof, or any cancellation or surrender of this Lease,
     after the mortgage is placed of record unless such amendment,
     modification, cancellation or surrender shall have
<PAGE>
     been approved in writing by the holder of such mortgage.
     
                
                              ARTICLE XVII
                                   
Estoppel Certificates; Financials

          1.37.  Tenant, at any time and from time to time and within ten
     (10) days after written request by Landlord, shall execute,
     acknowledge and deliver to the other a written instrument certifying:
     
                 (a) whether this Lease has been modified or amended, and
     if so, the date, substance and manner of such modification or
     amendment;
                 (b) the validity and force and effect of this Lease;
     
                 (c) the existence of any default hereunder, and if so, the
     nature, scope and extent thereof;
     
                 (d) the existence of any offsets, counterclaims or
     defenses thereto on the part of Tenant, and if so, the nature, scope
     and extent thereof; 
     
                 (e) the commencement and expiration dates of the Term;
     
                 (f) the dates to which Rent has been paid;
     
                 (g) any other matters as may be reasonably requested.
     
     Any such certificate may be relied upon by the Landlord and any other
person, firm or corporation to whom the same may be exhibited or delivered,
and the party executing such certificate shall be bound by the contents of
the same.

          1.38.  Tenant further agrees to furnish to Landlord at any time,
     but not more frequently than twice per year, within ten (10) days
     after request by Landlord, a copy of its financial statements for its
     last full fiscal year, including a balance sheet and a profit and loss
     statement for such year, and for the year in which the request is made
     through the end of the last fiscal period of Tenant for such year. 
     Landlord agrees that Tenant's annual report, together with any
     financial information available to shareholders of Tenant, shall be
     sufficient to satisfy the requirements of this Section 17.2.
<PAGE>
     
                              ARTICLE XVIII
                                   
Curing Tenant's Defaults

          1.39.  If Tenant shall be in default in the performance of any of
     its obligations under this Lease, 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 providing
     Tenant written notice thereof, and such time to cure as Landlord
     determines is reasonable under the circumstances; provided, however,
     that no notice or opportunity to cure shall be required in case of
     emergency.  Tenant shall reimburse Landlord for any sums paid or costs
     reasonably incurred by Landlord in curing such default, including
     interest thereon from the date of Tenant's receipt of Landlord's bill
     therefor, which sums and costs together with interest thereon shall be
     deemed Additional Rent payable within ten (10) days after Tenant
     receives a bill therefor (which bill shall set forth in reasonable
     detail the costs for which compensation is claimed).
     
                
                               ARTICLE XIX
                                   
Surrender

          1.40.   Subject to the provisions of Section 5.8, Article XIII
     and Landlord's obligations under this Lease, at the expiration or
     earlier termination of the Term, Tenant shall promptly yield up
     vacant, broom clean and neat, and in the same condition, order and
     repair in which they are required to be kept throughout the Term, the
     Premises and all improvements, alterations and additions thereto,
     ordinary wear and tear excepted.
     
          1.41.  All movable non-structural partitions, business and trade
     fixtures, machinery and equipment, communications equipment and office
     equipment, whether or not attached to, or built into, the Premises,
     which are installed in the Premises by, or for the account of, Tenant
     without expense to Landlord and that can be removed without structural
     damage to the Premises or Property, and all furniture, furnishings and
     other articles of movable personal property owned by Tenant, or
     property of others in the care, custody and control of Tenant
     (collectively, the "Tenant's Property") shall be and shall remain the
     property of Tenant.  At or before the expiration of the Term or the
     date of any earlier termination, Tenant, at its expense, shall remove
     from the Premises all of Tenant's Property (except such items thereof
     as Landlord shall have expressly permitted, in writing, to remain,
     which property shall become the property of Landlord), and Tenant
     shall repair any damage to the Premises or Property resulting from any
     installation or removal of Tenant's Property. Any items of Tenant's
     Property that shall remain in the Premises or Property after the
     expiration date of the Term, or following an earlier termination date,
     may, at the option of Landlord, be deemed to have been abandoned, and
     in such case, such items may be retained by Landlord as its property
     or be disposed of by Landlord, in Landlord's sole and absolute
     discretion and without accountability, at Tenant's expense. 
     Notwithstanding the foregoing, if Tenant 
<PAGE>
     is in default under the terms of this Lease, it may remove Tenant's
     Property from the Premises only upon the express written direction of
     Landlord.
     
          1.42.  If Tenant, or any person claiming through Tenant, shall
     continue to occupy the Premises after the expiration or earlier
     termination of the term or 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
     Basic Rent during such continued occupancy shall be one hundred fifty
     percent (150%) of the amount in effect immediately prior to such
     holdover.  Anything to the contrary notwithstanding, any holding over
     by Tenant without Landlord's prior written consent shall constitute an
     event of default hereunder and shall be subject to all the remedies
     set forth in Article XX hereof.
     
                
                               ARTICLE XX
                                   
Default - Remedies

          1.43.  Tenant's Default.  It shall be an event of default under
     this Lease:
     
                 (a) If Tenant does not pay in full any and all
     installments of Basic Rent or Additional Rent or any other charges or
     payments whether or not herein defined as Rent, within ten (10) days
     after notice that the same is due, provided, however that Tenant shall
     not be entitled to any such notice or grace period more than twice in
     any twelve (12) month period; or 
     
                 (b) If Tenant violates or fails to perform or otherwise
     breaches any agreement, term, covenant or condition herein contained
     and such failure continues for more than thirty (30) days after
     written notice thereof to Tenant (unless such default is not
     susceptible of cure within thirty (30) days in which event Tenant
     shall have failed to commence curing such default within such thirty
     (30) day period and to diligently prosecute such cure to completion),
     or    

                 (c) If Tenant voluntarily abandons the Premises or removes
     or attempts to remove Tenant's goods or property therefrom other than
     in the ordinary course of business; or
     
                 (d) 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, or 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 an event of 

<PAGE>
     default until such proceeding, decree judgment or order has continued
     unstayed for more than ninety (90) consecutive days.
     
          1.44.  Landlord's Remedies.  Upon the occurrence of an event of
     default, Landlord shall have the following remedies and rights:
     
                 (a) To terminate this Lease by giving written notice
     thereof to Tenant, and upon the giving of such notice the Term, and
     all rights of Tenant hereunder shall terminate, without affecting
     Tenant's liability for all sums due under this Lease;
     
                 (b) To reenter the Premises, together with all additions,
     alterations and improvements, and, at the option of Landlord, remove
     all persons and all or any property therefrom, without being liable
     for prosecution or damages therefor, and repossess and enjoy the
     Premises;
     
                 (c) At any time after repossession of the Premises,
     whether or not the Lease shall have been terminated by Landlord,
     Landlord may make such reasonable 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 Landlord may decide.  If the rentals received from
     such reletting during any month after deducting all costs incurred by
     Landlord in exercising its rights hereunder shall be less than that to
     be paid during that month by Tenant, Tenant shall pay any such
     deficiency to Landlord, provided such reletting is a bona fide arms
     length transaction.  Such deficiency shall be calculated and paid
     monthly.
     
                 (d) To declare due and payable all unpaid Basic Rent for
     the unexpired period of the Term (and also all Additional Rent, as
     reasonably estimated by Landlord,) as if by the terms of this Lease
     the same were due and payable in advance, all discounted to present
     worth using a rate equal to the annual rate for United States
     obligations of equal duration to the period remaining in the term of
     the Lease, and upon payment of the same, Tenant shall be entitled to
     continue in possession pursuant to the terms of this Lease;
     
                 (e) In the event of the termination of this Lease, or
     repossession of the Premises, 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 Basic
     Rent reserved for the balance of the Term of this Lease (plus 
     Landlord's reasonable estimate of Additional Rent as well as all other
     charges, payments, costs and expenses herein agreed to be paid by
     Tenant), all discounted  to present worth using a rate equal to the
     annual rate for United States obligations of equal duration to the
     period remaining in the term of the Lease, less the fair rental value
     of the Premises 
<PAGE>
     for the remainder of the Term, also discounted to present value at
     such rate, all of which shall be immediately due and payable from
     Tenant to Landlord; and 
     
                 (f) TENANT, IN CONSIDERATION OF THE EXECUTION OF THIS
     LEASE BY LANDLORD AND FOR THE COVENANTS AND AGREEMENTS ON THE PART OF
     LANDLORD HEREIN CONTAINED, AND FULLY COMPREHENDING THE RELINQUISHMENT
     OF CERTAIN RIGHTS, INCLUDING ANY AND ALL RIGHTS OF PREJUDGMENT NOTICE
     AND HEARING AND OF POST-JUDGMENT/PRE-EXECUTION NOTICE AND HEARING, AND
     AFTER DEFAULT BY TENANT UNDER THIS LEASE AND UPON PROVISION OF TEN
     (10) DAYS PRIOR WRITTEN NOTICE BY LANDLORD, HEREBY EXPRESSLY
     AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE OF
     PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT IN EJECTMENT
     AGAINST TENANT IN ANY AND ALL ACTIONS BROUGHT HEREUNDER BY LANDLORD
     AGAINST TENANT TO RECOVER POSSESSION FROM TIME TO TIME OF THE PREMISES
     (AND TENANT AGREES THAT UPON THE ENTRY OF EACH JUDGMENT FOR SUCH
     POSSESSION A WRIT OF POSSESSION OR OTHER APPROPRIATE PROCESS MAY ISSUE
     FORTHWITH). THE RIGHT TO CONFESS JUDGMENT IN EJECTMENT SHALL NOT BE
     EXHAUSTED BY THE SINGLE OR MULTIPLE USE THEREOF.  TENANT CONFIRMS THAT
     THIS IS A COMMERCIAL LEASE, THAT TENANT WAS REPRESENTED BY COUNSEL IN
     TENANT'S NEGOTIATION AND EXECUTION OF THIS LEASE, AND THAT TENANT
     KNOWINGLY, WILLINGLY, FREELY AND VOLUNTARILY EXECUTED THIS LEASE WITH
     THIS SECTION 20.2(f) AS A PART THEREOF.
     
          1.45.  Late Charge.  Any payment of Basic Rent, Additional Rent,
     or any other charge under this Lease (including amounts due by
     acceleration) which is not paid within ten (10) days after the same is
     due, shall bear interest from the date due until the date paid by
     Tenant.  In addition, Tenant shall pay to Landlord an administrative
     charge of five percent (5%) of any amount owed to Landlord pursuant to
     this Lease which is not paid within ten (10) days of the date which is
     set forth in this Lease if a date is specified as the due date for
     such payment, or, if a date is not specified, within ten (10) days
     after Tenant's receipt of Landlord's bill therefor. The five percent
     (5%) administrative charge paid by Tenant shall be applied against the
     amount of interest which accrues on any delinquent installment, so
     that once Tenant has paid the administrative charge, no further
     interest shall accrue on any delinquent installment until the amount
     of interest due exceeds the amount of the administrative charge.
     
          1.46.  No Waiver.  No waiver by either Landlord or Tenant of any
     breach by the other of any 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 either Landlord or
     Tenant to seek a remedy for any breach by the other be a waiver of any
     rights and remedies with respect to such or any subsequent breach.
     
          1.47.  Non-Exclusive Remedies.  No right or remedy herein
     conferred upon or 
<PAGE>
     reserved to Landlord or Tenant 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.
     
          1.48.  Tenant's Bankruptcy.  In addition to, and in no way
     limiting the other remedies set forth herein, Landlord and Tenant
     agree that if Tenant ever becomes the subject of a voluntary or
     involuntary bankruptcy, reorganization, composition, or other similar
     type proceeding under the federal bankruptcy laws, as now enacted or
     hereinafter amended, then:
     
                 (a) "Adequate assurance of future performance" by Tenant
     and/or any assignee of Tenant pursuant to Bankruptcy Code Section 365
     will include (but not be limited to) payment of an additional/new
     security deposit in the amount of three (3) the then-current Base Rent
     payable hereunder.
     
                 (b) Any person or entity to which this Lease is assigned
     pursuant to the provisions of the Bankruptcy Code, shall be deemed,
     without further act or deed, to have assumed all of the obligations of
     Tenant arising under this Lease on and after the effective date of
     such assignment.  Any such assignee shall, upon demand by landlord,
     execute and deliver to landlord an instrument confirming such
     assumption of liability.
     
                 (c) Notwithstanding anything in this Lease to the
     contrary, all amounts payable by Tenant to or on behalf of Landlord
     under this Lease, whether or not expressly denominated as "Rent",
     shall constitute "rent" for the purposes of Section 502(b)(6) of the
     Bankruptcy Code.
     
                 (d) If this Lease is assigned to any person or entity
     pursuant to the provisions of the Bankruptcy Code, any and all monies
     or other considerations payable or otherwise to be delivered to
     Landlord (including Base Rent, Additional Rent and other amounts
     hereunder), shall be the remain the exclusive property of Landlord and
     shall not constitute property of Tenant or of the bankruptcy estate of
     Tenant.  Any and all monies or other considerations constituting
     Landlord's property under the preceding sentence not paid or delivered
     to landlord or Agent shall be held in trust by Tenant or Tenant's
     bankruptcy estate for the benefit of Landlord and shall be promptly
     paid to or turned over the Landlord.
     
          1.49.  Landlord's Default.  If Landlord shall be in default in
     the performance of any of its obligations under this Lease for thirty
     (30) consecutive days after written notice from Tenant (unless such
     default is not susceptible of cure within thirty (30) days in which
     event Landlord shall have failed to commence curing such default
     within such thirty (30) day period and to diligently prosecute such
     cure to completion), then Tenant shall notify Landlord in writing if
     Tenant intends to cure such default on behalf of Landlord.  If, ten
     (10) days following such second notice Landlord has failed to commence
     curing such default, Tenant shall have the right to cure the default
     on behalf of Landlord.  Landlord shall reimburse Tenant for any sums
     reasonably paid or 
<PAGE>
     costs reasonably incurred by Tenant in curing such default, including
     interest thereon from the date of Landlord's receipt of Tenant's bill
     therefor, within ten (10) days after Landlord receives a bill therefor
     (which bill shall set forth in reasonable detail the costs for which
     compensation is claimed). Notwithstanding the foregoing, Tenant shall
     not have any right in exercising its remedies under the preceding
     sentence to make any repairs or modifications to areas outside the
     Premises, except those solely serving the Premises.  If Landlord fails
     to reimburse Tenant as required under this Section and such failure
     continues for thirty (30) days after request for payment, Tenant may
     deduct such amounts from Basic Rent until the full amount has been
     satisfied. All notices by Tenant to Landlord under this Section 20.7
     shall simultaneously be given by Tenant to the holders of any first
     mortgage or second mortgage on the Premises, provided Tenant has been
     given notice of the names and addresses of such mortgagees.  Any
     mortgagee shall have the right, but not the obligation, to cure, or
     commence to cure, any default of Landlord, and Tenant shall accept
     performance by any mortgagee with the same force and effect as
     performance by Landlord.
     
                
                               ARTICLE XXI
                                   
Condition of Title and of Premises

          1.50.  Landlord represents and warrants to Tenant that Landlord
     is the sole fee owner of the Property and has the right to enter into
     and perform this Lease without the approval or consent of any other
     party.  Landlord represents and warrants to Tenant that the Premises
     in its state existing on the Commencement Date do not violate in any
     material respect any statutes, laws, building codes, regulations,
     ordinances, covenants, or restrictions of record applicable to the
     Premises and in effect on such Commencement Date, including, without
     limitation, the Americans With Disabilities Act.  In the event it is
     determined that this representation and warranty has been violated,
     then it shall be the obligation of the Landlord, after notice from
     Tenant, to promptly, at Landlord's sole cost and expense, rectify any
     such violation.  Landlord shall deliver the Premises to Tenant clean
     and free of debris on the Commencement Date and Landlord further
     represents and warrants to Tenant that the heating, ventilating, air
     conditioning, plumbing, lighting, life-safety, mechanical and
     electrical systems in the Premises and the Building and the roof,
     windows and sewer shall be in good operating condition on the
     Commencement Date. In the event that it is determined that this
     representation and warranty has been violated, then it shall be the
     obligation of Landlord, after notice from Tenant, to promptly, at
     Landlord's sole cost and expense, rectify any such violation.
     
          1.51.  Tenant represents that the Property and the Premises, the
     street or streets, sidewalks, parking areas, curbs and access ways
     adjoining them, any surface conditions, and the present uses and
     non-uses thereof, have been examined by Tenant, and Tenant accepts
     them AS-IS, WHERE-IS in the condition or state in which they now are,
     or any of them now is, without relying on any representation of
     Landlord, except as specifically set forth in this Lease, and subject,
     however, to the Landlord's 
<PAGE>
     obligations under this Lease including, without limitation, Landlord's
     obligations under Sections 1.2, 8.3 and 31.10.  Subject to the
     provisions of Section 16.1, and the requirements of Section 32.1
     respecting Tenant's access to and use of the Premises, and without
     limiting Landlord's obligations under this Lease, this Lease is made
     under and subject to all liens, encumbrances, easements, covenants,
     conditions, restrictions and other documents or matters now or
     hereafter of record.
     
                
                              ARTICLE XXII
                                   
Interruption of Services

          1.52.  In case Landlord is prevented or delayed in furnishing any
     service required to be provided by Landlord under this Lease due to
     any cause beyond the reasonable control of Landlord , Landlord shall
     not be liable to Tenant therefor, nor shall the same give rise to a
     claim in Tenant's favor that such absence of services constitutes
     actual or constructive, total or partial eviction or renders the
     Premises untenantable.
     
                
                              ARTICLE XXIII
                                   
Waiver of Landlord's Lien

          1.53.  Landlord hereby waives in favor of any lender providing
     financing to Tenant secured in whole or in part by Tenant's accounts
     receivable, inventory, machinery, equipment, furniture, furnishings
     and/or trade fixtures, whether now or hereafter acquired, and the
     proceeds and products thereof (collectively "Tenant's Personal
     Property") any and all right of Landlord to assert any lien, claim or
     right of levy or distraint for rent with respect to Tenant's Personal
     Property.  At the request of Tenant, landlord will execute such waiver
     documentation as may be reasonably requested by any such lender, which
     documentation may include, without limitation, that Tenant's lender
     shall have the right, upon prior written notice to Landlord, to enter
     upon the Property to inspect or remove Tenant's Personal Property in
     the event Tenant defaults on its obligations in favor of Tenant's
     lender.  Tenant shall be responsible for repairing any damage caused
     to the Property during the removal of any of Tenant's Personal
     Property.
<PAGE>     
                               2.        
                              ARTICLE XXIV
                                                    
                          Waiver of Jury Trial

          2.1.   Landlord and Tenant hereby waive trial by jury in any
     action, proceeding or counterclaim brought by either against the other
     on any matter arising out of or in any way connected with this Lease,
     the relationship of Landlord and Tenant, Tenant's use or occupancy of
     the Premises, or any claim of injury or damage, or any other remedy
     with respect thereto.
     
                
                               ARTICLE XXV
                                   
Waiver of Notices

          2.2.   Except for notices expressly provided for in this Lease,
     Tenant hereby waives all notices of any nature, including, without
     limitation, all notice requirements of the Pennsylvania Landlord and
     Tenant Act.
     
                
                               ARTICLE XXV
                                   
Enforcement Expenses

          2.3.   In the event any action or proceeding is brought by
     Landlord or Tenant to enforce any of the provisions of this Lease, the
     prevailing party shall be entitled to receive from the other all costs
     and expenses, including reasonable legal fees, incurred in connection
     therewith.  In addition, each party shall pay upon demand all of the
     other party's reasonable costs and expenses, including reasonable
     legal fees, incurred in any litigation in which the defaulting party
     causes the other, without the other's fault, to become involved. 
     Tenant shall pay Landlord's reasonable attorneys' fees incurred in
     connection with Tenant's request for Landlord's consent under
     provisions of this Lease governing assignment and subletting, or in
     connection with any other act which Tenant proposes to do and which
     requires Landlord's consent.
     
                
                              ARTICLE XXVI
                                   
Interpretation

          2.4.   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 intention thereof.
     
          2.5.   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.  Tenant agrees, within twenty (20)
     days after request by
<PAGE>
     Landlord, to make such changes to this Lease as are reasonably
     required by any institutional mortgagee, provided such changes do not
     increase any amounts payable by Tenant, impede Tenant's access to
     Premises, decrease the size of or change the location of the Premises,
     decrease Landlord's obligations hereunder or otherwise materially and
     adversely affect Tenant's rights and obligations under this Lease. 
     This Lease shall not be modified in any manner except by an instrument
     in writing executed by the parties.  The masculine (or neuter)
     pronoun, singular number, shall include the masculine, feminine and
     neuter genders and the singular and plural number.  Tenant shall not
     record or file this Lease (or any memorandum hereof) in the public
     records of any county or state.  Time is of the essence of Tenant's
     obligations, and the exercise of Tenant's rights under this Lease. 
     This Lease shall be governed by the laws of the Commonwealth of
     Pennsylvania.
     
          2.6.   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.
     
          2.7.   Wherever interest is required to be paid hereunder, such
     interest shall be at the rate of three percent (3%) per annum over the
     rate announced publicly by First National Bank of Chicago, or its
     successors, from time to time as its prime rate.
     
                
                              ARTICLE XXVII
                                   
Common Areas

          2.8.   All Common Areas, including but not limited to roads,
     driveways, sidewalks, loading facilities, rail lines and other common
     facilities as may be provided, from time to time are for the general
     nonexclusive use, in common, of Landlord and all owners and tenants of
     the Property, their employees and guests, and at all times, are
     subject to the sole and exclusive control of the Landlord and the
     owners of other portions of the Property.  Landlord and the owners of
     other portions of the Property shall have the right, from time to
     time, to establish, modify and enforce in a nondiscriminatory manner
     rules and regulations regarding the Common Areas, to alter, modify or
     otherwise change the Common Areas, to grant exclusive rights to use
     portions of the Common Areas and to do such other acts, in and to all
     Common Areas, as in Landlord's and such owners' sole judgment, shall
     be desirable or advisable to improve or maintain them; provided,
     however, that in the exercise of the rights set forth in this
     sentence, parking areas reasonably comparable to those available on
     the date hereof and access to and from the Premises shall be 
     maintained and Tenant's use and enjoyment of the Premises for its
     intended purpose shall not be impaired.  Landlord and the other owners
     of portions of the Property shall have the right to construct
     additional buildings and other improvements on the Property for such
     purposes as Landlord and such owners may deem appropriate and to
     alter, modify or otherwise change the Property provided parking areas
     reasonably comparable to those available on the date hereof and access
     to and from the Premises shall be maintained and Tenant's use and
     enjoyment of the Premises for its intended purpose shall not be
     impaired. 
<PAGE>
                             ARTICLE XXVIII
                                   
Definitions

          2.9.   The word "Landlord" is used herein to include the Landlord
     named above as well as its successors and assigns, each of which shall
     have the same rights, remedies, powers, authorities and privileges as
     it would have had it originally signed this Lease as Landlord.  Any
     such person, whether or not named herein, shall have no liability
     hereunder after such person ceases to hold title to the Premises 
     except for obligations which may have theretofore accrued.  Neither
     Landlord nor any partner or other principal of Landlord nor any owner
     of the Premises, 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 or insurance or
     condemnation proceeds from the Premises for the satisfaction of
     Tenant's claim.
     
          2.10.  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 power 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.
     
          2.11.  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.  The word
     "mortgagee" is used herein to include the holder of any mortgage. 
     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.
     
          2.12.  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.
     
                
                              ARTICLE XXIX
                                   
Notices

          2.13.  All notices, demands, requests, consents, certificates,
     waivers and other communications  required or permitted hereunder from
     either party to the other shall 
<PAGE>
     be in writing and sent by recognized overnight delivery service
     providing receipted delivery, such as Federal Express, and shall be
     deemed delivered and received one (1) business day after delivery to
     such overnight delivery service.  All such notices shall be addressed
     as follows:
     
                        If to Landlord:

                    First Industrial Harrisburg, L.P. 
                    c/o First Industrial Realty Trust, Inc.
                    6400 Flank Drive - Suite 600
                    Harrisburg, PA   17112
                    Attention:  Mr. Craig Cosgrove

                              and

                    First Industrial Harrisburg, L.P.
                    c/o First Industrial Realty Trust, Inc.
                    150 North Wacker Drive - Suite 150
                    Chicago, IL   60606
                    Attention:  Mr. Michael W. Brennan

                              and

                    F. Michael Wysocki, Esquire
                    Saul, Ewing, Remick & Saul LLP
                    Centre Square West
                    1500 Market Street - 38th Floor
                    Philadelphia, PA   19102

                         If to Tenant:

                    SED International, Inc.
                    4916 North Royal Atlanta Drive
                    Tucker, GA   30085-5044
                    Attention:  Bill Burton, Vice-President Operations

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.
<PAGE>
                
                               ARTICLE XXX
                                   
Brokers

          2.14.  Pursuant to a separate agreement, Landlord has agreed to
     pay a leasing commission to Lee & Associates and to CB Commercial
     Group, Inc. (collectively, the "Brokers"), both of whom represent
     Tenant in this transaction and Landlord agrees to and hereby does
     indemnify, defend and hold Tenant harmless from and against Landlord's
     failure to perform under such agreement and all costs, expenses, and
     liabilities in connection therewith, including without limitation,
     reasonable attorneys' fees and expenses.  Landlord and Tenant each for
     itself, hereby covenants, warrants and represents to the other that
     neither Landlord nor Tenant has had any conversations or negotiations
     with any broker, other than the Brokers, concerning the leasing of the
     Premises by Tenant.  Each party agrees to and hereby does indemnify,
     defend and hold the other harmless from and against any brokerage
     commissions or finder's fees or claims therefor by a party, other than
     the Brokers, claiming to have dealt with the indemnifying party and
     all costs, expenses, and liabilities in connection therewith,
     including, without limitation, reasonable attorney's fees and
     expenses, for any breach of the foregoing.  The foregoing
     indemnifications shall survive the termination of the Lease for any
     reason.
     
                
                              ARTICLE XXXI
                                   
Environmental Matters

          2.15.  For purposes of this Lease, the term "Hazardous Materials"
     shall mean (a) radon gas, petroleum and petroleum-based products,
     friable asbestos, urea formaldehyde foam insulation, transformers or
     other equipment which contain dielectric fluid containing levels of
     polychlorinated biphenyls in excess of federal, state or local safety
     guidelines, whichever are more stringent; (b) any substance, gas,
     material or chemical which is defined as or included in the definition
     of "hazardous substances", "toxic substances", "hazardous materials",
     "hazardous wastes" or words of similar import under any federal, state
     or local statute, law, or ordinance applicable to the Premises or
     under the regulations adopted or guidelines promulgated pursuant
     thereto, including, but not limited to, the Comprehensive
     Environmental Response Compensation and Liability Act of 1980, as
     amended, 42 U.S.C. [PARAGRAPHS]9061 et seq. ("CERCLA"); the Hazardous
     Materials Transportation Act, as amended 49 U.S.C. [PARAGRAPHS]1801,
     et seq.; the Resource Conservation and Recovery Act, as amended, 42
     U.S.C. [PARAGRAPHS]6901, et seq.; and (c) any other chemical, 
     material, gas, or substance, exposure to or release of which is
     prohibited, limited or regulated by any governmental or
     quasi-governmental entity or authority that has jurisdiction over the
     Premises or the operations or activity at the Premises.
     
          2.16.  For purposes of this Lease, the term "Environmental Laws"
     means all applicable statutes, regulations, rules, ordinances, codes,
     licenses, permits, orders, approvals, authorizations, agreements and
     similar items, of or with any and all
<PAGE>
     governmental agencies, departments, commissions, boards, bureaus or
     instrumentalities of the United States, Pennsylvania and political
     subdivisions having jurisdiction over the Premises or Property, and
     all applicable judicial and administrative and regulatory decrees,
     judgments and orders relating to the protection of the environment,
     including, without limitation, all requirements pertaining to
     reporting, licensing, permitting, investigation and remediation of
     emissions, discharges, Releases or threatened releases of Hazardous
     Materials into the air, surface water, groundwater or land, or
     relating to the manufacture, processing, distribution, use, treatment,
     storage, disposal, transport or handling of Hazardous Materials or
     relating to storage tanks.
     
          2.17.  For purposes of this Lease, the term "Release" means any
     releasing, spilling, leaking, pumping, pouring, emitting, emptying,
     discharging, injecting, escaping, leaching, disposing or dumping into
     soil, surface waters, ground waters, land, stream sediments, surface
     or subsurface strata, ambient air and any environmental medium
     comprising or proximate to the Premises or Property.
     
          2.18.  For purposes of this Lease, the term "Threat of Release"
     means a substantial likelihood of a Release which requires action to
     prevent or mitigate damage to the soil, surface waters, ground waters,
     land, stream sediments, surface or subsurface strata, ambient air and
     any environmental medium comprising or proximate to the Premises or
     Property which may result from such Release.
     
          2.19.  Tenant shall not store. place, use, generate, transport or
     dispose of any Hazardous Materials at, on, or in the Premises or
     Property (except to the extent permitted under Section 9.1.6), shall
     comply with Environmental Laws relating to Tenant's storage,
     placement, use, generation, transportation or disposal of Hazardous
     Materials, and promptly shall take all remedial action, at Tenant's
     sole cost and expense, necessary or desirable to remedy, clean-up and
     remove the presence of Hazardous Materials resulting from Tenant's
     violation of the prohibitions set forth in this section or Tenant's
     failure to comply with Environmental Laws relating to Tenant's
     storage, placement, use, generation, transportation or disposal of
     Hazardous Materials.  Any such remedial action shall be performed by
     an independent reputable environmental remediation engineer, in strict
     compliance with the requirements of Environmental Laws, in accordance
     with environmental remediation industry practices, taking into account
     the then current and evolving state of environmental remediation
     technology, and in accordance with a remediation plan reasonably
     approved by Landlord.  Such remediation shall comply with the terms of
     Sections 7.2, 7.3 and 7.4 of this Lease.  Tenant shall immediately
     notify Landlord of any Release or Threat of Release caused by Tenant
     or of which Tenant has knowledge.  Tenant shall promptly provide to
     Landlord copies of all correspondence relating to any Release, Threat
     of Release or remediation or other, environmental response action
     under this Section 31.5.  Subject to Section 11.1 of this Lease,
     Landlord shall have the right, but not the obligation, from time to
     time during the performance of any remediation work and following the
     completion of the same, to inspect the Premises and all information
     and documentation relating thereto.
<PAGE> 
    
          2.20.  Tenant hereby agrees to indemnify, protect, defend and
     hold harmless Landlord, and Landlord's successors and assigns,
     officers, directors, shareholders, partners and employees
     ("Indemnified Parties") (with counsel reasonably acceptable to the
     Indemnified Parties) from and against, and shall pay and reimburse the
     Indemnified Parties for, any and all losses, claims, liabilities,
     damages, injunctive relief, injuries to persons, property or natural
     resources, fines, penalties, costs, expenses, including, without
     limitation, attorneys' fees, expenditures, expenses and court costs,
     actions, administrative investigations and/or proceedings, and causes
     of action and sums paid in settlement of litigation (it being
     understood that so long as Tenant is defending the Indemnified Party
     and is not in default of its obligations hereunder, no such litigation
     (other than relating to governmental fines and penalties or criminal
     actions) shall be settled without the reasonable consent of Tenant),
     arising directly or indirectly, in whole or in part out of any
     Release, Threat of Release or any discharge, threatened discharge,
     deposit, presence, treatment, transport, handling or disposal of any
     Hazardous Materials on, at, under, in or from the Property caused or
     generated by Tenant, its employees, agents or contractors, or in the
     air, land surface, subsurface strata, soil, surface water,
     groundwater, or soil vapor on, under, in or from any part of the
     Property caused or generated by Tenant, its employees, agents or
     contractors, or resulting from the migration or the alleged or
     potential migration of Hazardous Materials from the Property caused or
     generated by Tenant, its employees, agents or contractors
     (collectively, "Costs and Liabilities"). The foregoing indemnity and
     Costs and Liabilities shall include, without limitation, (a) all costs
     at law or in equity of inspection, clean-up, removal, remediation,
     testing, monitoring and restoration of any kind, and disposal of any
     Hazardous Materials, (b) all costs and liabilities associated with
     claims for damages to, and remedial action with respect to, persons,
     property or natural resources, (c) all fines and other penalties
     associated with claims of noncompliance with any Environmental Laws,
     and (d) all reasonable consultants' and attorneys' fees and costs. 
     The foregoing indemnity shall survive any assignment or other transfer
     by any or all of the Indemnified Parties of their respective interests
     in the Premises and shall remain in full force and effect regardless
     of whether the Costs and Liabilities are incurred by the Indemnified
     Parties in question before or after termination of the Lease.
     
     Notwithstanding anything else contained in this Section 31.6 to the
contrary, Tenant shall have no obligation to indemnify the Indemnified
Parties under this Section 31.6, and the Indemnified Parties shall have no
right to seek indemnification from Tenant under this Section 31.6, for any
of the matters set forth in this Section 31.6 relating to Existing
Contamination (as defined in the EPA Agreement (hereinafter defined)),
unless and to the extent Tenant, its agents or contractors hereby violate
any provisions of the EPA Agreement or the PADEP Agreement (hereinafter
defined).

          2.21.  Landlord is party to a certain Agreement and Covenant Not
     to Sue with the United States Environmental Protection Agency in the
     Matter of First Industrial Harrisburg, L.P. (Docket #III-95-48-DC)
     (the "EPA Agreement").  Tenant acknowledges receipt and review of a
     copy of the EPA Agreement at least twenty-one
<PAGE>
     (21) days before the date of this Lease and acknowledges that, as a
     tenant of a portion of the Property, Tenant is subject to the
     obligations of Landlord under the EPA Agreement and further
     acknowledges that the Property and Tenant's rights under this Lease
     are subject to the EPA Agreement, including, without limitation, the
     rights of the United States set forth in Section VII of the EPA
     Agreement (Access). As a tenant of a portion of the Property, Tenant
     shall comply with the applicable terms of the EPA Agreement.  In
     accordance with EPA Agreement, Tenant shall execute an Agreement and
     Certification of Successor in Interest or Assign (as defined in the
     EPA Agreement) acknowledging Tenant's obligation to be bound by the 
     applicable obligations of the EPA Agreement.
     
          2.22.  Landlord and Fruehauf Trailer Corporation are parties to a
     Consent Order and Agreement dated as of June 26, 1995 entered into
     with the Pennsylvania Department of Environmental Resources (now known
     as the Pennsylvania Department of Environmental Protection) in the
     Matter of Fruehauf Parcel (the "PADEP Agreement").  Tenant
     acknowledges receipt and review of a copy of the PADEP Agreement at
     least twenty-one (21) days before the date of this Lease and
     acknowledges that, as a tenant of a portion of the Property, Tenant is
     subject to the obligations of Landlord under the PADEP Agreement and
     further acknowledges that the Property and Tenant's rights under this
     Lease are subject to the PADEP Agreement.  As a tenant of a portion of
     the Property, Tenant shall comply with the applicable terms of the
     PADEP Agreement.  
     
          2.23.  Landlord represents and warrants that the EPA Agreement
     and the PADEP Agreement are in full force and effect and Landlord has
     complied with and performed its obligations under the EPA Agreement. 
     Landlord shall perform obligations and maintain compliance with all
     requirements applicable to it under both the EPA Agreement and the
     PADEP Agreement throughout the Term and shall use commercially
     reasonable efforts to cause third parties to undertake such
     obligations as may be necessary to keep such agreements in effect. 
     Landlord agrees that it shall take such actions, if any, that (i) are
     necessary to avail Tenant of the covenant not to sue contained of the
     EPA Agreement and PADEP Agreement, and (ii) may only be performed by
     Landlord under the EPA Agreement and PADEP Agreement.
     
          2.24.  With respect to (a) any Release, any Threat of Release or
     any discharge, threatened discharge, deposit, presence, treatment,
     transport, handling or disposal or any alleged release, discharge,
     deposit, presence, treatment, transport, handling or disposal of any
     Hazardous Materials on, at, under, in or from the Property which
     occurred prior to the commencement of the Term of this Lease, or is or
     was caused or generated by Landlord, its agents or contractors, during
     Landlord's ownership of the Property, and (b) any failure by Landlord
     during Landlord's ownership of the Property to comply with or perform
     its obligations under the EPA Agreement or the PADEP Agreement,
     Landlord hereby agrees to indemnify, protect, defend and hold harmless
     Tenant, and Tenant's successors and assigns, officers, directors,
     shareholders, partners and employees from and against the Cost and
     Liabilities, as defined in Section 31.6, and upon and under the same
     terms and conditions as provided for under 
<PAGE>
     Section 31.6.
     
          2.25.  Landlord shall immediately notify Tenant of any Release or
     Threat of Release at or in the immediate vicinity of the Premises
     caused by Landlord or of which Landlord has knowledge.  Landlord shall
     provide to Tenant copies of all correspondence relating to any
     Release, Threat of Release or remediation or other, environmental
     response action under this Section 31.11.
     
                
                              ARTICLE XXXII
                                   
Subdivision or other Development of the Property

          2.26.     
     
                 (a) Tenant acknowledges and agrees that Landlord and the
     other owners of the Property, if any, have the right to develop,
     alter, modify or otherwise change the Property in such manner and for
     such purposes as they may deem appropriate provided that Tenant's
     access to and right to use and occupy the Premises and parking areas
     in accordance with the terms of this Lease are not materially and
     adversely affected.  Without limiting the generality of the foregoing,
     Tenant acknowledges and agrees that at any time and from time to time
     as Landlord or other owners of the Property shall deem necessary or
     appropriate, they, or any of them shall have the right to subdivide
     the Property, undertake development of the Property, or establish any
     easement, dedication, or right of way over the Property.  Tenant
     shall, at the request of Landlord or any governmental authority,
     public utility or private utility operator, and at Landlord's cost,
     promptly execute, acknowledge and deliver such documents as Landlord,
     any governmental authority, public utility or private utility may deem
     necessary or desirable in connection with such subdivision,
     development,  easement, dedication or right-of-way.  Landlord shall
     give Tenant notice of any covenants, conditions or restrictions
     imposed upon the Property.
     
                 (b) Tenant acknowledges and agrees that Landlord's
     activities pursuant to Section 32.1.1 may change the description of
     the Property and the denominator in the calculating Tenant's Operating
     Expense Proportionate Share. Landlord shall give Tenant notice of all
     such changes, and such changes shall become effective upon at least
     five (5) days' prior notice by Landlord to Tenant.
     
                
                             ARTICLE XXXIII
                                   
Option to Renew

          2.27.  Tenant is granted an option (the "Renewal Option") to
     extend the Term for one (1) additional period of five (5) years (the
     "Renewal Term").
     
          2.28.  The Renewal Option is granted subject to the following
     conditions:
<PAGE>     
                 (a) The Renewal Option must be exercised, if at all, by
     notice from Tenant to Landlord given on or before the one hundred
     eightieth (180th) day prior to the last day of the Term, time being of
     the essence.
     
                 (b) At the time of exercise of the Renewal Option, Tenant
     shall not have exercised the Termination Option (hereinafter defined). 
     If Tenant exercises the Renewal Option, Tenant shall not have any
     right to exercise the Termination Option.
     
                 (c) At the time of exercise of the Renewal Option, and the
     commencement of the Renewal Term, this Lease must be in full force and
     effect and there may be no uncured event of default beyond an
     applicable cure period in the performance of Tenant's obligations
     under this Lease.
     
          2.29.  All terms, provisions and conditions contained in this
     Lease shall continue to apply during the Renewal Term, except that:
     
                 (a) the Basic Rent payable during the Renewal Term shall
     be the total amount of $2,342,396.40 for the Renewal Term payable in
     monthly installments as set forth in Exhibit "Renewal Term Rent".
     
                 (b) there shall be no further right of renewal under this
     Article XXXIII or termination under Article XXXIV of this Lease.
     
     After the proper exercise of the Renewal Option, (i) term "Term", as
used in this Lease, shall include the Renewal Term and (ii) Landlord and
Tenant shall enter into an amendment to this Lease confirming the new date
of expiration of the Term.

                
                              ARTICLE XXXIV
                                   
Option to Terminate

          2.30.  Tenant is granted an option (the "Termination Option") to
     terminate this Lease as of 11:59 p.m. on the last day of the
     thirty-seventh (37th) calendar month of the Term (such early
     termination date herein referred to as the "Early Termination Date").
     
          2.31.  The Termination Option is granted subject to the following
     conditions:
     
                 (a) The Termination Option must be exercised, if at all,
     by notice from Tenant to Landlord (the "Termination Notice") given on
     or before the one hundred eightieth (180th) day prior to the Early
     Termination Date, and by the payment by Tenant to Landlord of the sum
     of (i) Two Hundred Seven Thousand Nine Hundred Eighty-Two Dollars
     ($207,982.00), such amount to be paid at the time of and together with
     the Termination Notice, plus (ii) an amount equal to Landlord's
     reasonable estimate of the amount of Tenant's Operating Expense
     Proportionate Share of Operating Expenses that would have been payable
     by Tenant for six (6) months of 
<PAGE>
     the year commencing with the thirty-eighth (38th) month of the Term,
     such amount to be due and payable within thirty (30) days after
     receipt by Tenant of an invoice therefor from Landlord, accompanied by
     Landlord's calculations of such estimate, time being of the essence.
     
                 (b) At the time of exercise of the Termination Option,
     Tenant shall not have exercised the Renewal Option.  If Tenant
     exercises the Termination Option, Tenant shall not have any right to
     exercise the Renewal Option, Tenant shall not have any Right of First
     Offer (hereinafter defined), and Tenant shall not have any Right of
     First Refusal (hereinafter defined).
     
                 (c) At the time of exercise of such Termination Option and
     on the Early Termination Date, this Lease must be in full force and
     effect and there shall be no uncured event of default beyond any
     applicable cure period in the performance of Tenant's obligations
     under this Lease.
     
          2.32.  If Tenant properly exercises the Termination Option in
     accordance with this Article XXXIV, the Term of this Lease shall
     terminate on the Early Termination Date.
     
                
                              ARTICLE XXXV
                                   
Right of First Offer

          2.33.     
     
                 (a) Subject to the conditions set forth in this Article
     XXXV, in the event that during the First Offer Period (as hereinafter
     defined) all or any portion of the First Offer Space (as hereinafter
     defined) becomes available for lease from time to time, Landlord shall
     offer to lease the First Offer Space to Tenant prior to leasing the
     same to another person or entity.  The term "First Offer Period" shall
     mean the period from the Commencement Date through the date which is
     one year prior to the expiration of the Term, taking into account the
     Renewal Term, if the Renewal Option has been exercised by Tenant.  The
     "First Offer Space" consists of all or any portion of the following: 
     (i) the space in Building 1 currently occupied by Excel Logistics,
     Inc., and (ii) any other space in Building 1 (other than the
     Premises), once such space has been first leased to at least one
     tenant other than Tenant and then become available for lease. 
     Tenant's rights hereunder are subordinate and subject to the right of
     all other current and future Building 1 tenants to renew or extend
     their leases, whether or not such leases grant such tenants the right
     to renew or extend.  
     
                 (b) Landlord shall make such offer by notice in writing to
     Tenant (the "First Offer Notice").  The First Offer Notice shall
     specify which portion of the First Offer Space Landlord proposes to
     lease to Tenant and shall also set forth the following terms and
     conditions for Tenant's lease of the First Offer Space, all of which
     shall be determined by Landlord in its sole discretion:
<PAGE>     
                     (i)   Basic Rent and Additional Rent;
     
                     (ii)  any rent credits, abatements, construction
     allowances and other concessions or economic terms;
     
                     (iii) the commencement date for Tenant's lease of the
     First Offer Space; and
     
                     (iv)  the expiration date(s) of the term of the lease
     of the First Offer Space, which may be before or after the expiration
     date of the Term of this Lease.  If the expiration date of the term as
     to the First Offer Space would occur after the expiration date of the
     Term of this Lease as to the original Premises, and Tenant elects to
     lease the First Offer Space pursuant to the terms of this Article
     XXXV, this Lease shall continue in full force and effect as to the
     First Offer Space until the expiration date of the term as to the
     First Offer Space, but the Term of this Lease as to the remainder of
     the Premises shall not be thereby extended. 
     
                 (c)       
     
                     (i)   Tenant shall have the right (the "Right of First
     Offer") to lease all (but not less than all) of the portion of the
     First Offer Space specified in Landlord's First Offer Notice upon the
     terms and conditions set forth in Landlord's First Offer Notice and in
     this Section.  Tenant shall exercise its Right of First Offer only by
     delivering written notice to Landlord within fifteen (15) days after
     Tenant's receipt of the First Offer Notice, time being of the essence. 
     At the time of the exercise of the Right of First Offer, this Lease
     must be in full force and effect and there shall be no outstanding
     uncured event of default in the performance of Tenant's obligations
     under this Lease.  If Tenant exercises the Right of First Offer as to
     any of the First Offer Space, Tenant shall not have any right to
     exercise the Termination Option.
     
                     (ii)  In the event Tenant does not exercise the Right
     of First Offer with respect to any particular portion of First Offer
     Space offered to Tenant under this Section 35.1, Tenant shall be
     deemed to have waived Tenant's Right of First Offer with respect to
     such particular portion of First Offer Space, and, subject to Tenant's
     Right of First Refusal (defined hereafter), Landlord may thereafter
     lease such First Offer Space to any person or entity or any terms and
     conditions that are not materially less favorable to Landlord than the
     terms and conditions set forth in the First Offer Notice.
     
                 (d) Any First Offer Space as to which Tenant exercises its
     Right of First Offer shall become part of the Premises, and, except as
     otherwise set forth in the First Offer Notice, all of the terms and
     conditions applicable to the Premises shall also apply to such space.
     
                 (e) Promptly following Tenant's exercise of any Right of
     First Offer, 
<PAGE>
     Landlord and Tenant shall execute an amendment to this Lease setting
     forth the Basic Rent and the other terms of Tenant's lease of such
     First Offer Space.
     
                
                              ARTICLE XXXVI
                                   
Right of First Refusal

          2.34.     
     
                 (a) Landlord hereby grants to Tenant the right of first
     refusal to lease the First Refusal Space (hereinafter defined) subject
     to the conditions in this Article XXXVI (the "Right of First
     Refusal").  The First Refusal Space consists of that space contiguous
     to the Premises on shown on Exhibit "First Refusal Space" attached to
     this Lease.  The term "First Refusal Period" as used in this Lease
     shall mean the period from the Commencement Date through the first
     anniversary of the Commencement Date.
     
                 (b) If, at any time during the First Refusal Period,
     Landlord receives a bona fide offer to lease the First Refusal Space,
     or any portion thereof, which Landlord intends to accept (the "Lease
     Offer"), Landlord shall first send a copy of the Lease Offer to Tenant
     together with notice to Tenant that Tenant has the right to lease the
     First Refusal Space (or portion thereof) on precisely the same terms
     and conditions specified in the Lease Offer (such notice, the "First
     Refusal Notice"). Tenant shall exercise Tenant's Right of First
     Refusal only by giving Landlord written notice of such exercise within
     fifteen (15) days after Tenant's receipt of the First Refusal Notice,
     time being of the essence.  At the time of the exercise of the Right
     of First Refusal, this Lease must be in full force and effect and
     there shall be no outstanding uncured event of default in the
     performance of Tenant's obligations under this Lease.  If Tenant
     exercises the Right of First Refusal as to any of the First Refusal
     Space, Tenant shall not have any right to exercise the Termination
     Option.
     
                 (c) If Tenant exercises Tenant's Right of First Refusal in
     accordance with Section 36.1(b), then Tenant shall be obligated to
     lease, strictly in  accordance with the terms and conditions of the
     Lease Offer, the portion of the First Refusal Space which is the
     subject of the Lease Offer, and Landlord and Tenant shall enter into a
     lease for such First Refusal Space in accordance with such Lease
     Offer.  If Tenant does not exercise its Right of First Refusal
     strictly in accordance Section 36.1(b) with respect to any First
     Refusal Space, Tenant shall be deemed to have waived Tenant's Right of
     First Refusal with respect to such First Refusal Space, and, subject
     to Tenant's Right of First Offer with respect to the First Refusal
     Space, Landlord may thereafter lease such First Refusal Space to any
     person or entity on any terms and conditions acceptable to Landlord,
     in Landlord's sole and absolute discretion.
<PAGE>     
                
                             ARTICLE XXXVII
                                   
Relocation

          2.35.  If Landlord or any Affiliate (hereinafter defined) of
     Landlord and Tenant execute a New Lease (hereinafter defined), and
     Tenant has requested, by written request to Landlord on or before the
     date of execution of the New Lease, that this Lease terminate on the
     date of commencement of the payment of rent under the New Lease,
     Landlord and Tenant agree that this Lease shall terminate on the date
     of commencement of the payment of rent under the New Lease, provided
     that Tenant has performed all of Tenant's obligations under this Lease
     through and including the date of such termination and further
     provided that the payment of rent has commenced under the New Lease. 
     As used in this Section 37.1, the term "New Lease" shall mean (a) a
     lease between Landlord or an Affiliate and Tenant for space in a
     building in Pennsylvania owned by Landlord or an Affiliate at the time
     of execution of such new lease by Landlord or an Affiliate and Tenant,
     (b) a lease with a minimum lease term of at least five (5) years, such
     term commencing after the expiration of thirty seven (37) calendar
     months of the Term of this Lease, (c) a lease with leased premises to
     Tenant at least equal to 1.5 times the number of square feet in the
     Premises at the time of execution of such New Lease, and (d) except
     for the terms and conditions required by this Section 37.1, a lease
     otherwise on terms and conditions mutually acceptable to Landlord or
     the applicable Affiliate and Tenant.  As used in this Lease, the term
     "Affiliate" shall mean any entity which is Controlled By (hereinafter
     defined) First Industrial Realty Trust, Inc. or First Industrial, L.P. 
     As used in this Section, the term (a) "Controlled By" means the
     possession, directly, or indirectly through one (1) or more
     intermediaries, of the power to direct or cause the direction of the
     management and policies of an entity.
<PAGE>     
     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.

                              Landlord:

                              FIRST INDUSTRIAL HARRISBURG, L.P., a Delaware
                              limited partnership, by its sole general
                              partner, First Industrial Harrisburg
                              Corporation, a Maryland corporation
Attest:

/s/ Melanie B. Bowers         By: /s/ Patrick M. McBride         
                              Print Name: Patrick M. McBride          
                              Print Title: Regional Director          


                              Tenant:

Attest:                       SED INTERNATIONAL, INC., a Delaware
                              corporation
                              

/s/ Larry G. Ayers            By: /s/ Ray D. Risner              
Secretary                     Print Name: Ray D. Risner
                              Print Title: President
<PAGE>
                          SCHEDULE OF EXHIBITS


Exhibit "Site Plan"

Exhibit "Legal Description"

Exhibit "Premises"

Exhibit "Specifications"

Exhibit "Basic Rent"

Exhibit "Renewal Term Rent"

Exhibit "First Offer Space"

Exhibit "First Refusal Space"

<PAGE>
                          EXHIBIT "BASIC RENT"

                Monthly Amount of Basic Rent During Term


     First (1st) calendar month                                     $0. per
month

     Second (2nd) calendar month through Twenty-Fifth
          (25th) calendar month                              $32,685.38 per
month

     Twenty-Sixth (26th) calendar month through Thirty-Seventh
          (37th) calendar month                              $33,631.54 per
month

     Thirty-Eighth (38th) calendar month through Forty-Ninth
          (49th) calendar month                              $34,663.71 per
month

     Fiftieth (50th) calendar month through Sixty-First
          (61st) calendar month                              $35,695.88 per
month
<PAGE>
                       EXHIBIT "RENEWAL TERM RENT"
                                    
            Monthly Amount of Basic Rent During Renewal Term


     Sixty-Second (62nd) calendar month through Seventy-Third
          (73rd) calendar month                              $36,766.75 per
month

     Seventy-Fourth (74th) calendar month through Eighty-Fifth
          (85th) calendar month                              $37,869.75 per
month

     Eighty-Sixth (86th) calendar month through Ninety-Seventh
          (97th) calendar month                              $39,005.85 per
month

     Ninety-Eighth (98th) calendar month through One Hundred-Ninth
          (109th) calendar month                             $40,176.02 per
month

     One Hundred-Tenth (110th) calendar month through One Hundred
          Twenty-First (121st) calendar month                $41,381.30 per
month
<PAGE>