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                                  GROUND LEASE

     THIS GROUND LEASE (this "Lease"), is made as of the 13th day of August,
2001, by and between READING TERMINALS CORPORATION, a Pennsylvania corporation
(the "Landlord") and COLUMBIA PROPANE CORPORATION, a Delaware corporation (the
"Tenant"), and provides as follows:

                                    RECITALS

     A.   Landlord is the fee owner of that certain real property containing
approximately 15.067 acres located in Spring Township, Berks County,
Commonwealth of Pennsylvania (the "Property") shown on that certain plat of
survey dated July 13, 2000, prepared by Spotts, Stevens and McCoy, Inc.,
entitled "Preliminary Subdivision Plan," and attached hereto as EXHIBIT A (the
"Survey").

     B.   Landlord conducts a petroleum storage and distribution operation on a
portion of the Property.

     C.   Tenant conducts a propane storage and distribution operation on a
portion of the Property.

     D.   Landlord desires to lease to Tenant and Tenant desires to lease from
Landlord a portion of the Property on the terms and conditions set forth
below.

                                   AGREEMENT

     NOW THEREFORE, for and in consideration of the mutual covenants contained
and set forth herein, together with other good and valuable consideration, the
adequacy and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1.   PREMISES. Landlord leases and demises to Tenant and Tenant takes and
     leases from Landlord, on an exclusive basis, that certain real property,
     shown as Lot 2 on the Survey containing approximately 5.664 acres, together
     with full and complete legal and physical access by means of existing roads
     and rights of way on a 24 hours per day, seven days per week basis and all
     appurtenances, rights, privileges and easements thereto (the "Premises").

2.   PURPOSE.  Tenant shall have the right to use and occupy the Premises for
     the operation of a propane storage and distribution facility and related
     uses and for no other purpose.

3.   REPRESENTATIONS AND WARRANTIES.  Landlord represents and warrants the
     following to Tenant:

          (a)   Landlord has full right and lawful authority to execute this
     Lease for the term, in the manner, and upon the conditions and provisions
     herein contained;

          (b)  Landlord is a corporation duly formed, validly existing and in
     good standing under the laws of the Commonwealth of Pennsylvania;


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          (c) Neither the execution of this Lease by Landlord nor the
     performance by Landlord of the terms hereof will conflict with or violate
     any other agreement or instrument or any writ, order or decree to which
     Landlord is a party or by which Landlord is bound; and

          (d) To the knowledge of Landlord, there is no litigation or other
     proceeding currently pending or threatened against Landlord or any owner,
     stockholder, partner or affiliate of Landlord or the Property which could
     adversely affect Landlord's ability to perform any of Landlord's
     obligations hereunder or Tenant's rights hereunder.

4    TERM. The term of this Lease shall be twenty (20) years, and shall
     commence on the date hereof (the "Commencement Date") and shall expire at
     midnight on the day preceding the twentieth anniversary of the Commencement
     Date (subject to the renewal rights described below) (the "Expiration
     Date") Tenant shall have the right to extend this Lease (the "Renewal
     Option"), on the same terms and rental set forth herein, for two additional
     terms of ten (10) years each (the "Renewal Lease Terms"), provided,
     however, such Renewal Option is contingent upon the following: (i) there is
     no Event of Default by Tenant at the time Tenant gives Landlord written
     notice of Tenant's intention to exercise the Renewal Option; and (ii) upon
     the Expiration Date or the expiration of any Renewal Lease Term, there is
     no Event of Default by Tenant. Tenant shall exercise each Renewal Option by
     giving Landlord written notice at least sixty (60) days prior to the
     Expiration Date or the last day of any Renewal Lease Term. If Tenant fails
     to give such notice to Landlord prior to said sixty-day period, then Tenant
     shall forfeit the Renewal Option. If Tenant exercises the Renewal Option,
     then during any such Renewal Lease Term, Landlord and Tenant's respective
     rights, duties and obligations shall be governed by the terms and
     conditions of the Lease. All references in this Lease to the term "Term"
     shall include any renewals thereof.

5    BASE RENT. Tenant covenants and agrees to pay to Landlord, without prior
     demand, rent in the total annual sum of Twelve Thousand and 00/100 Dollars
     ($12,000.00), payable in monthly installments of One Thousand and 00/100
     Dollars ($1,000.00) each (the "Base Rent"). Base Rent for the first month
     shall be due on the Commencement Date. Base Rent for each month thereafter
     shall be due on the first day of each month. If the Commencement Date is on
     any day other than on the first day of the month, Base Rent for the first
     month shall be prorated according to the number of days during which the
     Tenant will occupy the Premises during such month. If the Term ends on a
     day other than the last day of a calendar month, Base Rent for the last
     month shall be prorated according to the total number of days during which
     the Tenant will occupy the Premises during such month.

     Rent shall be adjusted as of each anniversary date of this Lease. The
     increase in Rent each year shall be three (3%) percent based upon the Rent
     for the previous year.

     In the event that Tenant shall fail to pay any Base Rent within ten (10)
     days of the date when the same shall become due, Tenant shall be obligated
     to pay Landlord a late charge of five percent (5%) of the amount of any
     past due payment in addition to the payment then due, which late charge
     shall also be considered as Base Rent until paid.

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6.   OTHER COSTS. This Lease is an absolute net lease, which the parties intend
     to yield net to Landlord the rental provided for above. Tenant will pay all
     costs, expenses, and charges of every kind and nature relating to the
     Premises and improvements on it that may arise or become due during the
     Term. Tenant covenants to pay, among other things, all personal property
     taxes and assessments, sales, use and occupancy taxes, water and sewer
     rates, rents and charges, charges for public and private utilities, fees
     for governmental approvals, and all other governmental charges and fees
     (general and special, ordinary and extraordinary, foreseen and unforeseen,
     of any kind and nature whatsoever) that may, during the Term, be imposed
     on, payable with respect to, or become a lien on the Premises, any present
     or future structural improvements or its appurtenances. In addition, Tenant
     covenants to pay to Landlord, its pro rata share of all real estate and
     similar taxes and assessments (including assessment for local or municipal
     improvements) levied on the land of the Property, as determined by dividing
     the acreage of the Premises by the acreage of the Property and multiplying
     the quotient by the total tax levied on the Property. Tenant's pro rata
     share is initially set at 37.6%. Tenant and Landlord shall work in good
     faith to determine an allocation between the parties (prior to the
     commencement of this Lease and from time to time as applicable) regarding
     real estate and similar taxes and assessment based on the improvements
     owned and/or operated by each party which are located on the Premises and
     elsewhere on the Property. Notwithstanding anything contained herein to the
     contrary, Tenant shall not be responsible for any kind or type of cost,
     expense or charge that does not relate to the Premises or Tenant's use of
     the Premises, including without limitation, any cost, expense or charge
     relating to the remainder of the Property, such as taxes, costs, expenses,
     or fees relating to improvements not located on the Premises or penalty
     and/or interest due to Landlord's late payment of same. Tenant may, at
     Tenant's expense, contest, in good faith, any such tax, or assessment or
     other governmental charge or other cost set forth in this Section;
     provided, that pending the outcome of such contest, Tenant shall make any
     payments required by this Section. Landlord agrees to reasonably cooperate
     with Tenant's efforts in each such contest.

7.   OUTLET ENJOYMENT. Tenant, upon observing and keeping all covenants,
     agreements and conditions of this Lease on Tenant's part to be kept and
     observed, shall quietly have and enjoy the Premises throughout the Term (as
     the same may be extended), without hindrance or interference by Landlord or
     by anyone claiming by, from, through or under Landlord.

8.   MAINTENANCE. During the Term of this Lease, Tenant covenants, at Tenant's
     cost and expense, (i) to substantially repair, maintain, amend and keep the
     Premises and all improvements now existing or hereafter built on the
     Premises in generally in good order and condition, except that Tenant shall
     have the right, in accordance with all applicable laws and regulations, to
     idle and mothball any tanks or equipment that it deems to be uneconomic to
     further maintain, and (ii) to keep the access roads, rights-of-way and
     pavement located on and serving the Premises free from snow and ice,
     maintain the parking areas located on and serving the Premises and perform
     all weeding, trimming, pruning, watering and mowing of grass and landscaped
     areas located on the Premises Landlord shall, at Landlord's cost and
     expense, repair and maintain all other access roads, rights of way and
     pavement located on the remainder of the Property (excluding the


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     Premises) in good order and condition and free from snow and ice and shall
     maintain parking areas and curbing located on the remainder of the Property
     and perform all weeding, trimming, pruning, watering and mowing of grass
     and landscaped areas located on the remainder of the Property.

9.  UTILITIES AND SERVICES. Tenant shall provide and pay for all heat,
     electricity, air conditioning, telephone access, or any other facilities,
     utilities, or services, of any kind whatsoever, to or at the Premises or
     its improvements during the Term. All utilities supplied to the Premises
     for Tenant's use which are not separately metered as of the date hereof
     shall be separately metered at Tenant's expense.

10.  IMPROVEMENTS. Tenant shall not have the right to make any improvements,
     alterations, renovations or additions to the Premises without the prior
     written approval of Landlord, which approval shall not be unreasonably
     withheld or delayed. All such work shall be performed and installed at
     Tenant's sole cost and expense in accordance with plans and specifications
     to be supplied by Tenant. Landlord and Tenant agree and acknowledge that
     title to the buildings, equipment and improvements on the Premises together
     with title to all additions, alterations, improvements or replacements are
     and will be in Tenant. Upon the expiration or other termination of this
     Lease, Tenant may remove its property and improvements, provided Tenant
     repairs, at the expense of Tenant, any damage caused by such removal and
     restores the Premises to a neat and clean condition with ground at grade,
     reasonable wear and tear, casualty damage and conditions required to be
     maintained by Landlord excepted. Tenant's failure to remove any of its
     property at the expiration or other termination of this Lease shall be
     deemed abandonment of such property and shall be deemed the property of
     Landlord without further action by either party and without cost to Tenant.

11.  ASSIGNMENT. Tenant covenants that the Premises shall be used only for the
     purposes mentioned above. Tenant will not assign this Lease, license,
     sublet, mortgage or permit any other person to occupy the Premises, or any
     part thereof without the prior written consent of Landlord, which consent
     shall not be unreasonably withheld, conditioned or delayed. Landlord may,
     without obtaining the consent of Tenant, assign this Lease and its interest
     hereunder; provided, however, that Landlord shall cause its assignee to
     agree in writing to honor the terms and conditions of this Lease.
     Notwithstanding the foregoing, however, Tenant may assign this Lease to
     AmeriGas Propane, L.P., without Landlord's consent.

12.  DEFAULT. The following events shall be deemed to be Events of Default by
     Tenant under this Lease.

     If Tenant: (i) fails to pay when due any Rent, or any other sum of money
     which Tenant is obligated to pay, as provided in this Lease, within five
     (5) business days after Landlord has given Tenant written notice of
     Tenant's failure to pay such amount due; (ii) breaches any other agreement,
     covenant or obligation herein set forth and such breach shall continue and
     not be remedied within thirty (30) days after Landlord shall have given
     Tenant written notice specifying the breach, or if such breach cannot, with
     due diligence, be cured within said period of thirty (30) days and Tenant
     does not within said thirty (30)

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     day period commence and thereafter with reasonable diligence completely
     cure the breach within a reasonable time after such notice, not to exceed
     an additional thirty (30) days after the end of the original thirty (30)
     day cure period; (iii) files (or has filed against it and not stayed or
     vacated within sixty (60) days after filing) any petition or action for
     relief under any creditor's law (including bankruptcy, reorganization, or
     similar action), either in state or federal court; or (iv) makes any
     transfer in fraud of creditors as defined in Section 548 of the United
     States Bankruptcy Code (11 U.S.C. 548, as amended or replaced), has a
     receiver appointed for its assets (and appointment shall not have been
     stayed or vacated within thirty (30) days), or makes an assignment for
     benefit of creditors.

     Upon the occurrence of an Event of Default by Tenant, in addition to any
     other lawful right or remedy which it may have, Landlord at its option may
     do the following: (i) terminate this Lease whereupon Tenant shall
     peacefully surrender the Premises to Landlord, and Landlord may re-enter
     and repossess the Premises by force, summary proceedings, ejectment or
     otherwise, and may dispossess Tenant from the Premises; or (ii) recover
     from Tenant, on demand as and for liquidated and agreed final damages for
     Tenant's default, an amount equal to the balance of the Base Rent which
     would have been due and payable under this Lease following the date on
     which Landlord has retaken possession of the Demised Premises, less any
     Rent actually received by Landlord from the reletting of the Demised
     Premises for such time period.

     All rights and remedies of Landlord are cumulative, and the exercise of any
     one shall not be an election excluding Landlord at any other time from
     exercise of a different remedy. No exercise by Landlord of any right or
     remedy granted herein shall constitute or effect a termination of this
     Lease unless Landlord shall so elect by written notice delivered to Tenant.

     The failure of Landlord or Tenant to exercise its rights in connection with
     this Lease or any breach or violation of any term, or any subsequent breach
     of the same or any other term, covenant or condition herein contained shall
     not be a waiver of such term, covenant or condition or any subsequent
     breach of the same or any other covenant or condition herein contained.

13.  NUISANCE.  Tenant covenants not to allow the Premises to be used for any
     illegal purpose and not to do (or suffer to be done) in or about the
     Premises any act or thing which may be a nuisance, annoyance, inconvenience
     or cause damage to Landlord or occupants of adjoining property.

14.  INDEPENDENCE OF PARTIES.  At no time during the Term of this Lease shall
     Landlord be deemed to be the joint employer of any of Tenant's employees,
     nor shall Tenant be deemed to be the joint employer of any of Landlord's
     employees. Each group of employees shall be separately supervised and paid
     by its respective employer. Neither party nor its employees shall be
     considered to be engaged in a joint enterprise, alliance, or partnership
     with the other party or its employees.


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15.  CONDITION UPON TERMINATION.  Upon the termination of this Lease, Tenant
     covenants to deliver to Landlord the Premises and all appurtenances
     thereto, peaceably and quietly, in as good order and condition as the same
     now are or may thereafter be placed by Tenant, normal wear and tear
     excepted.

16.  DAMAGE BY FIRE OR CASUALTY.  If the Premises shall be partially damaged by
     fire or other casualty insured under Tenant's insurance policies, and if
     Tenant's lender(s) shall permit insurance proceeds paid as a result thereof
     to be so used, then upon receipt of the insurance proceeds, Tenant may,
     except as otherwise provided herein, promptly repair and restore those
     portions of the Premises necessary for the reasonable operation of Tenant's
     business and the beneficial use and enjoyment of the Premises by Tenant (or
     those portions of the improvements constructed by Tenant upon the Premises)
     substantially to the condition thereof immediately prior to such damage or
     destruction; limited, however, to the extent of the insurance proceeds
     received by Tenant if by reason of such occurrence: (i) the Premises are
     rendered wholly untenantable; (ii) the Premises are damaged in whole or in
     part as a result of a risk which is not covered by Tenant's insurance
     policies; (iii) Tenant's lender does not permit a sufficient amount of the
     insurance proceeds to be used for restoration purposes; (iv) the Premises
     are damaged in whole or in part during the last three (3) years of the
     Term; (v) the buildings and other improvements located upon the Premises
     are damaged to an extent of fifty percent (50%) or more of the fair market
     value thereof, or (vi) Tenant, in its sole discretion, determines that the
     Premises are not suitable for Tenant's business, then Tenant may, in its
     sole discretion, elect either to repair the damage as aforesaid, or to
     cancel this Lease by written notice of cancellation given to Landlord
     within sixty (60) days after the date of such occurrence, and thereupon
     this Lease shall terminate immediately. Tenant shall vacate and surrender
     the Premises to Landlord within sixty (60) days after receipt of such
     notice of termination.  Upon the termination of this Lease as aforesaid,
     Tenant's liability for the Rent and other charges reserved hereunder shall
     cease immediately as of the effective date of the termination of this
     Lease, subject, however, to the provisions for abatement of Rent
     hereinafter set forth. Unless this Lease is terminated as aforesaid, this
     Lease shall remain in full force and effect, and Tenant shall promptly
     repair, restore, or replace Tenant's improvements, and trade fixtures
     located upon the Premises to substantially that condition existing prior to
     their damage or destruction.

     If, by reason of such fire or other casualty, the Premises is rendered
     wholly untenantable, then the Rent payable by Tenant shall be fully abated,
     or if only partially damaged, such Rent and other charges shall be abated
     proportionately as to that portion of the Premises rendered untenantable,
     in either event (unless the Lease is terminated, as aforesaid) from the
     date of such casualty until the premises have been substantially repaired
     and restored to a tenantable condition, or until Tenant's business
     operations are restored in the entire Premises, whichever shall first
     occur. Tenant shall continue the operation of Tenant's business in the
     Premises or any part thereof not so damaged during any such period to the
     extent reasonably practicable from the standpoint of Tenant's business
     management.

17.  CONDEMNATION. If the Premises, or any part thereof shall be taken or
     condemned for any public purpose (or conveyed in lieu or in settlement
     thereof) to such an extent as to render the remainder of the Premises, in
     the reasonable opinion of Tenant, not reasonably


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suitable for occupancy, this Lease shall, at the option of Tenant, forthwith
cease and terminate. If this Lease is not so terminated Rent hereunder shall be
adjusted on an equitable basis considering the areas of the Premises taken and
remaining.

18. COMPLIANCE WITH LAWS, ORDINANCES, ETC.

          (a) Throughout the term, Tenant shall, at Tenant's sole cost and
     expense, comply with all laws, statues, ordinances, orders, rules,
     regulations or requirements of any federal, state or municipal government,
     agency, department, commission, board or officer having jurisdiction,
     foreseen or unforeseen, which are applicable specifically to Tenant's
     particular method or manner of use of the Premises, or any part thereof.

          (b) Tenant shall have the right to contest, by appropriate proceedings
     diligently conducted in good faith the validity or application of any law,
     ordinance, order, rule, regulation or requirement of the nature referred to
     in this Section, provided that the delay in conformance to or compliance
     with the same, attendant upon and pending the prosecution of such
     proceedings, shall not subject Landlord to any fine, penalty or criminal
     liability or render the Premises, or any part thereof, liable to,
     forfeiture or loss. Upon request by and at the cost of Tenant, Landlord
     shall execute and deliver any and all such documents or instruments and
     shall take any and all such other action as shall be legally necessary or
     proper to permit Tenant so to contest the validity or application of any
     such law, ordinance, order, rule, regulation or requirement, or to
     facilitate the conduct of such contest by Tenant.

19. INDEMNIFICATION: INSURANCE

          (a) Indemnification: Tenant shall indemnify and hold Landlord harmless
     from and against any and all claims arising out of (i) Tenant's use of the
     Premises or any part thereof, (ii) any activity, work, or other thing done,
     permitted or suffered by Tenant, its employees, agents or contractors in or
     about the Premises or the Property, or any part thereof, (iii) any breach
     or default by Tenant in the performance of any of its obligations under
     this Lease, or (iv) any act or negligence or willful misconduct of Tenant,
     or any officer, agent, employee, contractor, servant, invitee or guest of
     Tenant, and in each case from and against any and all damages, losses,
     liabilities, lawsuits, costs and expenses (including attorneys' fees at all
     tribunal levels) arising in connection with any such claim or claims as
     described in (i) through (iv) above, or any action brought thereon. Subject
     also to the foregoing, Landlord shall indemnify and hold Tenant harmless
     from and against any and all claims arising out of (i) any breach or
     default by Landlord in the performance of any of its obligations under this
     Lease, or (ii) any act or negligence of Landlord, or any officer, agent,
     employee, contractor or servant of Landlord, and in each case from and
     against any and all damages, losses, liabilities, lawsuits, costs and
     expenses (including attorneys' fees at all tribunal levels) arising in
     connection with any such claim or claims as described in (i) and (ii)
     immediately above, or any action brought thereon.

          (b) Insurance. Throughout the Term, Tenant, at its sole cost and
     expense, shall keep or cause to be kept for the benefit of Landlord and
     Tenant, Commercial

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     General Liability Insurance (1986 ISO Form or its equivalent) with coverage
     for any one occurrence or claim not less than TWO MILLION DOLLARS
     ($2,000,000), which policy shall insure against liability of Tenant,
     arising out of and in connection with Tenant's use of the Premises and
     which shall insure the indemnity provisions contained herein. Such
     insurance shall name the Landlord as an additional insured. Tenant shall
     also carry the equivalent of ISO Special Form Property Insurance on its
     personal property located in the Premises and any improvements constructed
     upon the Premises by Tenant.

     All such policies shall be non-assessable and shall contain language to
     the extent obtainable at standard rates that: (i) any loss shall be payable
     notwithstanding any act or negligence of Landlord or Tenant that might
     otherwise result in forfeiture of the insurance, (ii) that the policies are
     primary and non-contributing with any insurance that Landlord may carry,
     and (iii) that the policies cannot be canceled, non-renewed, or coverage
     reduced except after thirty (30) days' prior written notice to Landlord.

20   ESTOPPEL CERTIFICATES Tenant and Landlord agree that at any time and from
     time to time during the Term on this Lease, and within fifteen (15) days
     after receipt of written demand therefore by the other, Landlord and
     Tenant, as the case may be, shall execute and deliver to the party
     requesting same or to any proposed mortgagee, trustee, beneficiary or
     purchaser, a certificate in recordable form certifying that this Lease is
     in full force and effect, that the Lease is unmodified, or if modified
     stating any such modifications, the amount of rental payable hereunder,
     whether, to the actual knowledge of the signing party, the other party is
     in default, the dates to which all rentals have been paid and such other
     information as the parties or their mortgagees may reasonably request.

21   SUBORDINATION Tenant acknowledges that this Lease and Tenant's rights
     hereunder are subject and subordinate to any and all mortgages and other
     encumbrances now or hereafter placed upon the Premises or upon the
     Property, provided that Tenant, Landlord and all other applicable parties
     (including, without limitation, mortgagees) execute and deliver to each
     other within fifteen (15) days after receipt of a written demand, any
     instrument or instruments confirming the subordination and non-disturbance
     of this Lease to the lien and any further instrument or instruments of
     attornment that may be desired by Tenant, any such mortgagee or Landlord
     containing provisions, each to the effect that (i) so long as there is no
     uncured Event of Default under this Lease, Tenant will not be effected or
     disturbed by the mortgagee in the exercise of any of its rights under the
     mortgage or other security agreement; (ii) in the event the mortgagee comes
     into possession or ownership of the Premises by foreclosing or otherwise,
     Tenant's use, occupancy and quiet enjoyment of the Premises shall not be
     disturbed by any such proceedings; (iii) in the event the Demised Premises
     are sold or otherwise disposed of pursuant to any right or power contained
     in the mortgage or other security agreement, or the bond or note secured
     thereby, or as a result of the proceedings thereon, the purchaser shall
     take title subject to this Lease, and all of the rights of Tenant
     hereunder, and (iv) the agreement shall be binding upon Landlord, the
     mortgagee and their respective heirs, executors, administrators, successors
     and assigns.


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22.  HOLDOVER. Any holding over after the expiration of the Term shall be
     construed to create a tenancy from month to month at 150% of the rent
     herein specified (prorated on a monthly basis) and shall otherwise be on
     the terms and conditions specified in this Lease as far as applicable.

23.  NO WAIVERS. Tenant agrees that any failure of Landlord to insist upon
     strict observance of any covenant, condition or provision of this Lease
     shall not constitute or be deemed a waiver, at that time or thereafter, of
     such or any other covenant, condition or provision of this Lease.

24.  ENTRY BY LANDLORD. Landlord shall have the right, subject to prior
     appointment during regular business hours, except in the event of an
     emergency, either itself or through its authorized agents, to enter the
     Premises (i) to inspect the Premises, and (ii) to show the Premises to
     prospective mortgagees and purchasers. Landlord shall have the right,
     subject to prior appointment and during regular business hours, either
     itself or through its authorized agents, to enter the Premises for
     inspection to show prospective tenants if within one hundred eighty (180)
     days prior to the Expiration Date (subject to Tenant's right to renew the
     Term) or the last day of any Renewal Lease Term. Tenant has not exercised
     its option to renew under this Lease. Landlord shall have the right to
     enter the Premises at any time in the event of an emergency.

25.  ENTIRE AGREEMENT. Landlord and Tenant hereby declare that this Lease
     represents the final and complete agreement of the parties regarding the
     subject hereof and that: (i) no representation has been made to Tenant
     concerning the condition of the Premises (except as set forth herein), (ii)
     Tenant has inspected and examined the Premises and is entering into this
     Lease in reliance upon Tenant's own knowledge and information (except as
     set forth herein), (iii) Tenant has been informed that Landlord is not
     obligated to make any repairs to the Premises during the Term of this
     Lease, and (iv) no negotiations respecting repairs, including securing
     estimates for such repairs, shall in any way obligate Landlord to make the
     repairs or obligate Landlord for any damage for failure to make the same.
     Tenant agrees to take the Premises in an "as is" condition.

26.  AMENDMENTS. It is agreed that no change shall be made in this Lease except
     by a writing signed by the parties hereto setting forth the terms of the
     agreed modification.

27.  NOTICE. All notices, demands and requests which may be given or which are
     required to be given by either party to the other must be in writing. All
     notices, demands and requests by Landlord or Tenant shall be addressed as
     follows:

     to Landlord at:

                    Reading Terminals Corporation
                    P.O. Box 2621
                    Harrisburg, Pennsylvania 17105
                    Attention: John M. Arnold, President
                    Fax No. ________________________

     with a copy to:

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                    Brad J. Gunnison, Esquire
                    Buchanan Ingersoll, PC
                    213 Market Street, 3rd Floor
                    Harrisburg, Pennsylvania 17101
                    Fax No. ___________________


     or to Tenant at:


                    AmeriGas Propane, L.P.
                    460 N. Gulph Road
                    King of Prussia, PA 19406
                    Attn: Account Payable
                    Fax No. ___________________


     with a copy to:


                    AmeriGas Propane, L.P.
                    460 N. Gulph Road
                    King of Prussia, PA 19406
                    Attn: Vice President-Law
                    Fax No. ___________________


     Either Landlord or Tenant may change the place designated for the giving of
     such notice by written notice duly and timely to the other.

     Notices, demands or requests which Landlord or Tenant are required or
     desire to give the other hereunder shall be deemed to have been properly
     given for all purposes if (i) delivered against a written receipt of
     delivery, (ii) mailed by express, registered or certified mail of the
     United States Postal Service, return receipt requested, postage prepaid, or
     (iii) delivered to a nationally recognized overnight courier service for
     next business day delivery, to its addressee at such party's address as set
     forth above or (iv) delivered via telecopier or facsimile transmission to
     the facsimile number listed above, provided, however, that if such
     communication is given via telecopier or facsimile transmission, an
     original counterpart of such communication shall be sent concurrently in
     either the manner specified in section (ii) or (iii) above and written
     confirmation of receipt of transmission shall be provided. Each such
     notice, demand or request shall be deemed to have been received upon the
     earlier of the actual receipt or refusal by the addressee or three (3)
     business days after deposit thereof at any main or branch United States
     post office if sent in accordance with section (ii) above, and the next
     business day after deposit thereof with the courier if sent pursuant to
     section (iii) above. The parties shall notify the other of any change in
     address, which notification must be at least fifteen (15) days in advance
     of it being effective.


28   ENVIRONMENTAL COMPLIANCE


          (a)  Definitions.


                                       10


<PAGE>
(i) "Contamination" as used herein means the uncontained or uncontrolled
presence of or release of Hazardous Substances into any environmental media and
into or on any portion of the Property or any part thereof so as to require
remediation, cleanup or investigation under any applicable Environmental Law.

(ii) "Environmental Laws" as used herein means all federal, state, and local
laws, regulations, orders, permits, ordinances, and the like concerning
protection of human health and/or the environment.

(iii) "Hazardous Substances" as used herein means any hazardous or toxic
substance or waste as those terms are defined by any applicable federal or
state law or regulation (including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. Sec.
("CERCLA") and the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et
sec. ("RCRA")) and petroleum products and oil.

     (b) Compliance. Tenant warrants that all its activities in or on the
Premises during the Term of this Lease will be conducted in material compliance
with Environmental Laws Landlord warrants that it, the Property and the Premises
are, to the best of Landlord's knowledge and belief and based on Landlord's
reasonable inquiries and investigations, currently in compliance with all
applicable Environmental Laws and that there are no pending or, to the best of
Landlord's knowledge, threatened notices of deficiency, notices of violation,
orders, or judicial or administrative actions involving alleged violations by
Landlord or any predecessor of Landlord or against the Property or the Premises
in connection with any Environmental Laws. Landlord warrants that all its
activities on the Premises and Property during the Term of this Lease will be
conducted in compliance with Environmental Laws.

     (c) Registrations. During the term of this Lease and all renewal terms,
Tenant, at Tenant's sole cost and expense, shall obtain and at all times comply
with the terms and conditions of all permits or licenses or approvals under
Environmental Laws necessary for Tenant's operation of its business on the
Premises and shall comply with the terms and conditions of all such permits,
licenses, approvals, notifications, and registrations and with any other
applicable Environmental Laws. Tenant warrants that it has obtained or, at the
appropriate time, will obtain, all such permits, licenses or approvals and has
made or, at the appropriate time, will make all notifications and registrations
required by any applicable Environmental Laws necessary for Tenant's operations
of its business on the Premises.

     (d) Hazardous Substances. Except in compliance with all laws and/or
regulations, during the term of this Lease and all Renewal Lease Terms, Tenant
shall not cause or permit any Hazardous Substances to be brought upon, kept or
used in or about the Premises, and except in compliance with all laws, Landlord
shall not cause or permit any Hazardous Substances to be brought upon, kept or
used in or about the Premises or the Property. Except in compliance with all
laws, Tenant shall not cause or permit the release of any Hazardous Substances
into any environmental media such as air, water or land, or into or on the
Premises, and except in compliance with all laws and/or

                                       11

<PAGE>
regulations and the requirements of any insurance carrier insuring the Property
or the Premises, Landlord shall not cause or permit the release of any
Hazardous Substances into any environmental media such as air, water or land,
or into or on the Property or the Premises. If any such release for which
Tenant is responsible under this Section shall occur during the Term or any
extension thereof, Tenant shall, at its sole cost and expense, (i) immediately
take all necessary steps to contain, control and clean up such release and any
associated Contamination, (ii) notify Landlord, and (ii) take any and all
action which may be required by Environmental Laws and governmental agencies,
and/or reasonably required by Landlord, unless the release or violation of
Environmental Laws shall have been caused by any act, omission, negligence or
willful misconduct of Landlord or its agents, employees, servants, contractors,
licensees, tenants, invitees, successors or assigns, in which event Landlord
shall be responsible for and shall pay all costs and expenses to remedy the
same. Tenant shall under no circumstances whatsoever, except in compliance with
all applicable laws, (iv) treat, store or dispose of any Hazardous Waste (as
all such terms are defined by RCRA, and the regulations promulgated thereunder)
within the Premises, (v) discharge Hazardous Substances into the storm system
serving the Premises, or (vi) install any underground tank or underground
piping on or under the Premises, other than as shall be reasonably required in
the use and occupancy of the Premises (or in replacement of such existing
underground storage tank or underground piping) and then only in full
compliance with all Environmental Laws. If any such release for which Landlord
is responsible under this Section shall occur during the Term or any extension
thereof, Landlord shall, at its sole cost and expense, (vii) immediately take
all necessary steps to contain, control and cleanup such release and any
associated Contamination, (viii) notify Tenant, and (ix) take any and all
action which may be required by Environmental Laws and governmental agencies
and/or reasonably required by Tenant. In the event of any governmental or court
order concerning Hazardous Substances on the Premises or the Property, except
to the extent caused by Tenant or its employees, agents, contractors, servants,
licensees, tenants, invitees, successors or assigns, or their respective
agents, contractors, employees, servants, licensees, invitees, subtenants,
successors or assigns, that precludes Tenant from reasonable operation of its
business on the Premises, Tenant may cease operating and Rent shall be abated.
If such governmental or court order is not resolved in such a manner that
permits Tenant to resume reasonable operation of its business on the Premises
within six (6) months of the date of the order, Tenant may terminate this Lease
by giving Landlord fifteen (15) days written notice of its election to do so.

     (e) Indemnity

(i) Except to the extent the same has been made necessary solely by any act,
omission, negligence or willful misconduct of Landlord or its employees,
agents, contractors, servants, licensees, tenants, invitees, successors or
assigns, or their respective agents, contractors, employees, servants,
licensees, invitees, subtenants, successors or assigns, Tenant shall and hereby
does indemnify, defend and hold Landlord harmless from and against any and all
expense, loss, and liability suffered by Landlord, by reason of Tenant's
improper storage, generation, handling, treatment, transportation, disposal, or
arrangement for transportation or disposal, of any Hazardous Substances
(whether accidental, intentional, or negligent) during the term of this Lease
or any renewal term,


                                        12
<PAGE>
by reason of Tenant's breach of any warranty or provision of this Section, or in
any other way attributable to Tenant's use or occupancy of the Premises. Such
expenses, losses and liabilities shall include, without limitation, (1) any and
all reasonable expenses that Landlord may incur in complying with any
Environmental Laws as a result of Tenant's failure to comply with the terms of
this Lease; (2) any and all reasonable costs that Landlord may incur in studying
or remedying any Contamination at or arising from the Premises during the Term;
(3) any and all reasonable costs that Landlord may incur in studying, removing,
disposing of or otherwise addressing any Hazardous Substances that Tenant
improperly stored, generated, handled, treated, transported or disposed of or
failed to remove from the Premises; (4) any and all fines, penalties or other
sanctions assessed upon Landlord by reason of Tenant's failure to comply with
Environmental Laws, and (5) any and all reasonable legal and professional fees
and costs incurred by Landlord in connection with the foregoing. The indemnity
contained herein shall survive the termination or expiration of this Lease but
only with regard to conditions or provisions which Tenant is obligated by this
Lease to prevent, correct, or comply with during the Term of this Lease and any
extensions thereof.

(ii) Except to the extent the same has been made necessary solely by any act,
omission, negligence or willful misconduct of Tenant or its employees, agents,
contractors or servants, Landlord shall and hereby does indemnify, defend and
hold Tenant harmless from and against any and all expense, loss and liability
suffered by Tenant by reason of Landlord's storage, generation, handling,
treatment, transportation, disposal or arrangement for transportation or
disposal of any Hazardous Substances or by reason of Landlord's breach of any
warranty or of the provisions of this Section 26. Such expenses, losses and
liabilities shall include, without limitation, (1) any and all reasonable
expenses that Tenant may incur in complying with any Environmental Laws as a
result of Landlord's failure to comply with the terms of this Lease, (2) any
and all reasonable costs that Tenant may incur studying or remedying any
Contamination at or arising from the Property, (3) any and all reasonable costs
that Tenant may incur in studying, removing, disposing or otherwise addressing
any Hazardous Substances that Landlord improperly stored, generated, handled,
treated, transported or disposed of or failed to remove from the Property; (4)
any and all fines, penalties or other sanctions assessed upon Tenant by reason
of Landlord failure to comply with Environmental Laws; and (5) any and all
reasonable legal and professional fees and costs incurred by Tenant in
connection with the foregoing. The indemnity contained herein shall survive the
termination or expiration of this Lease but only with regard to conditions or
provisions which Landlord is obligated by this Lease to prevent, correct or
comply with during the Term of this Lease and any extensions thereof.

     (f)  Landlord's Covenants. Landlord represents, warrants, covenants and
agrees that Landlord shall give prompt notice to Tenant of any proceeding or
inquiry by any governmental authority, any claim or any occurrence with respect
to the presence of any Hazardous Substances on the Premises or the Property (or
off site of the Premises that may reasonably be expected to affect the Premises)
or related to any loss or injury that might result from any Hazardous
Substances.



                                      13
<PAGE>
         (g)  Tenant covenants that Tenant shall give prompt notice to Landlord
     of any proceeding or inquiry by any governmental authority, any claim or
     any occurrence with respect to the presence of any Hazardous Substances on
     the Premises or related to any loss or injury that might result from any
     Hazardous Substances.

29.  COOPERATION. In order to ensure that this Lease complies with the Township
     of Spring Subdivision and Land Development Ordinance or any other
     applicable law, ordinance or regulation, now existing or hereafter enacted,
     affecting the Premises or the Property (the "Applicable Laws"), the parties
     agree to cooperate and act in good faith in order to partition the Property
     as proposed by the Survey by means of (a) preparing and filing the
     necessary condominium documents to create a commercial condominium
     containing a propane unit and a petroleum unit, (b) file the appropriate
     applications with the Township of Spring and obtain the approvals necessary
     to effectuate a subdivision of the Property, or (c) by such other method as
     is mutually agreeable to the parties, provided, that, any option elected by
     the parties provides that: (i) all documentation is in form and substance
     mutually agreeable to the parties, (ii) such documentation incorporates the
     business terms contemplated under this Lease, (iii) such method of
     partition does not violate the Applicable Laws, and (iv) Landlord
     determines in its sole discretion that such method will not materially and
     adversely affect the fair market value of the Property. Tenant shall pay
     all costs and expenses related to or arising out of such partition
     including, without limitation, attorneys' fees and other expenses actually
     incurred by Landlord in connection with the partition and Landlord's
     evaluation and analysis of each method of partition. In the effort to
     expedite the partition of the Property, Tenant shall, within five (5) days
     of the date this Lease is fully executed by the parties, provide to
     Landlord its analysis of what it considers the most efficient, cost
     effective method for partitioning the property. Landlord shall promptly
     review Tenant's analysis and either elect to proceed pursuant to Tenant's
     method of partition, or propose an alternate method. The parties shall work
     diligently and in good faith to reach agreement on a method of partition
     and to complete the partition process. If such a partition is not obtained
     within one (1) year of the Commencement Date, Landlord and Tenant shall
     negotiate, in good faith with each other, alternative arrangements for the
     continued use and operation of the Premises or take such other action
     acceptable to both parties.

30.  SUCCESSORS AND ASSIGNS. All of the covenants, conditions and provisions of
     this Lease shall be binding upon and shall inure to the benefit of Landlord
     and Tenant and their respective heirs, executors, administrators,
     successors and, if assigned in accordance with the provisions of this
     Lease, assigns.

31.  EXECUTION. This Lease is not binding on either party until it is signed,
     acknowledged and delivered by or on behalf of each party.

32.  MISCELLANEOUS. (a) General. This Lease shall be governed and construed
     under the laws of the Commonwealth of Pennsylvania without regard to the
     application of principles of conflicts of laws. Landlord and Tenant intend
     this Lease to be a valid and subsisting legal instrument, and agree that no
     provision of this Lease which may be deemed unenforceable shall in any way
     invalidate any other provision or provisions of


                                       14
<PAGE>
this Lease, all of which shall remain in full force and effect. Time is of the
essence under this Lease.

     (b)  Counterparts. This Lease may be executed by the parties hereto in
separate counterparts, all of which, when delivered, shall together constitute
one and the same instrument. Notwithstanding any law or presumption to the
contrary a telefaxed signature of either party shall be deemed valid and
binding and admissible by either party against the other as if such signature
were an original ink signature

     (c)  No Broker. Landlord and Tenant each represent and warrant to the
other that it has not dealt with any broker or agent in connection with this
Lease, and each shall indemnify and hold the other harmless from and against
any and all costs, expenses (including reasonable attorneys' fees) and
liabilities relating to any compensation, commissions or charges by any broker
or agent with whom the indemnifying party has had or claims to have had any
dealings.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                          SIGNATURE PAGE TO FOLLOW




                                       15



<PAGE>
                         SIGNATURE PAGE TO GROUND LEASE

WITNESS the following signatures and seals:


                                                  LANDLORD:
                                                  READING TERMINALS CORPORATION,
                                                  a Pennsylvania corporation


                                                  By: Robert G. Bost
                                                      --------------------------
                                                  Its: Vice President
                                                       -------------------------

                                                  TENANT:

                                                  COLUMBIA PROPANE CORPORATION
                                                  a Delaware corporation

                                                  By: Mark A. Cleaves
                                                      --------------------------
                                                  Its: Vice President
                                                      --------------------------



                                       15
<PAGE>
                         SIGNATURE PAGE TO GROUND LEASE

WITNESS the following signatures and seals:


                                                  LANDLORD:
                                                  READING TERMINALS CORPORATION,
                                                  a Pennsylvania corporation


                                                  By:  Robert G. Bost
                                                       -------------------------
                                                  Its: Vice President
                                                       -------------------------

                                                  TENANT:

                                                  COLUMBIA PROPANE CORPORATION
                                                  a Delaware corporation

                                                  By:  Mark A. Cleaves
                                                       -------------------------
                                                  Its: Vice President
                                                       -------------------------



                                       16
<PAGE>


                                   EXHIBIT A
                                     SURVEY














                                       17
<PAGE>
                            [Intentionally Omitted]