CONSENT, SUBORDINATION AND
                              ASSUMPTION AGREEMENT

     WHEREAS, by an Amended and Restated Installment Sale Agreement dated
November 25, 1991 (the "Installment Sale Agreement"), MONTGOMERY COUNTY
INDUSTRIAL DEVELOPMENT CORPORATION, a Pennsylvania non-profit corporation
organized and existing under and by virtue of the laws of the Commonwealth of
Pennsylvania, (the "Borrower") agreed to sell to SLT PROPERTIES, INC., a
Delaware corporation, (the "Old Beneficial Owner") certain premises situate in
Montgomery County, Pennsylvania, as more particularly described on Exhibit A
attached hereto and made a part hereof (the "Premises"), subject to the lien of
a certain second mortgage from Borrower to THE PENNSYLVANIA INDUSTRIAL
DEVELOPMENT AUTHORITY ("PIDA"), dated November 20, 1991 and delivered December
2, 1991, and recorded in the Office of the Recorder of Deeds of Montgomery
County, Pennsylvania, in Mortgage Book 6791, page 198 (the "Mortgage"), which
Mortgage secures a loan in the original principal amount of Two Million Dollars
($2,000,000) from PIDA to the Borrower (the "Loan"), evidenced by a note dated
November 21, 1991 and delivered December 2, 1991 (the "Note"); and

     WHEREAS, the Borrower on behalf of the Old Beneficial Owner requested (the
"Request") that PIDA approve (1) the assumption of the Mortgage by LENFEST OAKS,
INC., (the "New Beneficial Owner") an affiliate of SUBURBAN CABLE TV CO. INC.,
(the "New Industrial Occupant") a Pennsylvania corporation, the New Beneficial
Owner and (2) the leasing of the Premises to the New Industrial Occupant; and

     WHEREAS, the PIDA Board at its meeting held January 6, 1999, approved the
Request provided that, inter alia, Lenfest Communications, Inc., guarantee the
prompt payment of the Note together with all interest, costs, fees, and charges
related thereto, as more specifically set forth in the Note and the Mortgage;
and

     WHEREAS, the principal balance and the amount of the Loan to be assumed is
$1,111,887.42 plus accrued interest in the amount of $2,779.72 (effective June
30, 1999) for a total outstanding balance of $1,114,667.14; and

     WHEREAS, the New Beneficial Owner has examined the Mortgage and consents
thereto and desires to assume and agrees to pay the Mortgage.

     NOW, THEREFORE, in consideration of the PIDA Board Approval and for other
good and valuable consideration the receipt of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:

     1. The New Beneficial Owner and the New Industrial Occupant do hereby
consent for themselves, their successors and assigns, to the Mortgage, and the
New Beneficial Owner and the New Industrial Occupant further agree that whatever
right, title and interest which they, their successors and assigns may have in
and to the Premises shall be and the same are hereby expressly made subject and
subordinate to the lien of the Mortgage.

     2. (a) The New Beneficial Owner and the New Industrial Occupant for
themselves, their successors and assigns: (i) do hereby assume all the
obligations of the Borrower under the Note and the Mortgage arising from and
after

<PAGE>

the Effective Date (as defined below) and agree to make payments in accordance
with and to perform all the terms and conditions of the Note and the Mortgage
arising from and after the Effective Date; (ii) consent and agree that their
liability to pay and perform in accordance with the terms of the Note and the
Mortgage shall continue until the Loan, together with any and all interest,
penalty and costs thereon, is paid in full and all obligations are performed;
and (iii) assume and covenant to perform any and all obligations, promises and
covenants of the Borrower contained in the Note and the Mortgage arising from
and after the Effective Date.

     (b) The New Beneficial Owner covenants to give prompt notice to PIDA of the
occurrence of any default under the Installment Sale Agreement either on its
part or on the part of tbe Borrower.

     (c) The New Beneficial Owner covenants that it has not prepaid and shall
not prepay the sums to be paid by it to the Borrower under the Installment Sale
Agreement, in whole or in part without the prior written consent of PIDA.

     (d) The New Beneficial Owner covenants that, upon request, it shall make
the payments referred to in subparagraph (a)(i) above directly to PIDA.

     3. The New Beneficial Owner and the New Industrial Occupant represent and
warrant that they have the power and authority to make the assumptions,
covenants, and agreements referred to in paragraph 2 above, and that the
officers of the New Beneficial Owner and the New Industrial Occupant who have
executed this Agreement are duly authorized so to do and to acknowledge the same
on their behalf by virtue of the authority conferred upon them by resolution
duly adopted by the Boards of Directors of the New Beneficial Owner and the New
Industrial Occupant, further, that the New Beneficial Owner and the New
Industrial Occupant have complied in every respect with all laws and agreements
applicable to the increase of their indebtedness as the same may be related to
its undertaking herein set forth.

     4. The provisions of this Agreement shall be in addition to those of any
other agreement to which PIDA is a party relating to the Loan including, without
limitation, the Note and the Mortgage. All of such provisions shall be construed
as complementary to each other. Nothing contained herein shall prevent PIDA from
enforcing any and all of such provisions in accordance with their respective
terms.

     5. From time to time, thc New Beneficial Owner and the New Industrial
Occupant will execute and deliver to PIDA such additional documents as PIDA may
reasonably require to carry out the terms of this Agreement.

     6. The New Beneficial Owner and the New Industrial Occupant covenant that
they shall not discriminate against any employee or against any applicant for
employment because of race, religion, color, national origin, sex or age
including, but not limited to, employment upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rate of pay or
other forms of compensation, and selection for training, including
apprenticeship.

     7. The New Beneficial Owner and the New Industrial Occupant covenant that
the Premises shall at all times be in compliance with all applicable
governmental regulations, including but not limited to, all antipollution
regulations and standards.

                                        2
<PAGE>


     8. The New Beneficial Owner and the New Industrial Occupant agree that
their use of the Premises shall at all times be restricted to those uses
authorized by the Pennsylvania Industrial Development Authority Act, Act No. 537
of 1956, Pub. L No. 1609, as amended.

     9. The New Beneficial Owner and the New Industrial Occupant covenant that
they will neither sell, lease, assign or otherwise transfer their rights in the
Premises, in whole or in part, directly or indirectly, without the prior written
approval of PIDA, and any unauthorized sale, lease, assignment or transfer shall
be void. Should any portion of the Premises be leased to unrelated third-party
interests after consent by PIDA, PIDA shall receive fifty percent (50%) of the
gross subrentals as a prepayment on the Loan, payable annually. The failure of
PIDA at any time or times to enforce its rights under such provisions, strictly
in accordance with the same, shall not be construed as having created a custom
in any way or manner contrary to specific provisions of this Agreement or as
having in any way or manner modified or waived the same. All rights and remedies
of PIDA are cumulative and concurrent and the exercise of one right or remedy
shall not be deemed a waiver or release of any other right or remedy.

     10. PIDA shall have the right at all times to enforce the provisions of
this Agreement in strict accordance with the terms hereof, notwithstanding any
conduct or custom on the part of PIDA in refraining from so doing at any time or
times. The failure of PIDA at any time or times to enforce its rights under such
provisions, strictly in accordance with the same, shall not be construed as
having created a custom in any way or manner contrary to specific provisions of
this Agreement or as having in any way or manner modified or waived the same.
All rights and remedies of PIDA are cumulative and concurrent and the exercise
of one right or remedy shall not be deemed a waiver or release of any other
right or remedy.

     l1. The substantive laws of the Commonwealth of Pennsylvania shall govern
the construction of this Agreement and the rights and remedies of PIDA and the
New Beneficial Owner.

     12. This Agreement shall inure to the benefit of, and shall be binding
upon, the respective successors and permitted assigns of PIDA, the New
Beneficial Owner and the New Industrial Occupant. The New Beneficial Owner has
no right to assign any of its rights or obligations hereunder or under the
Installment Sale Agreement without the prior written consent of PIDA, and any
such assignment without the prior written consent of PIDA shall be void.

     13. This Agreement may be amended only with the prior written consent of
PIDA and the New Beneficial Owner and the New Industrial Occupant.

     14. Any notices or consents required or permitted by this Agreement shall
be in writing and shall be deemed delivered if delivered in person or if sent by
certified mail, postage prepaid, return receipt requested, or telegraph, as
follows, unless such address is changed by written notice hereunder:

                                        3

<PAGE>


(a) If to the New Beneficial Owner:

    LENFEST OAKS, INC.
    200 Cresson Boulevard, P.O. Box 989
    Oaks,Pennsylvania 19456-0989

    Attention: General Counsel

(b) If to the New Industrial Occupant:

    SUBURBAN CABLE TV CO. INC.
    200 Cresson Boulevard, P.O. Box 989
    Oaks, Pennsylvania 19456-0989

    Attention: General Counsel

(c) If to PIDA:

    THE PENNSYLVANIA INDUSTRIAL
      DEVELOPMENT AUTHORITY
    Room 480, Forum Building
    Harrisburg, Pennsylvania 17120

     Attention: Executive Director

     Notice shall be effective on delivery if delivered in person or on the
third business day following mailing if mailed.

     15. If any provision of this Agreement shall be held invalid under any
applicable laws, such invalidity shall not affect any other provision of this
Agreement that can be given effect without the invalid provision and, to this
end, the provisions hereof are severable.

     16. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.

     17. This Agreement is intended to take effect as an instrument under seal.

     18. The New Beneficial Owner and the New Industrial Occupant are referred
to as Contractor in Exhibits B, C, D and E.

     19. This Agreement shall be effective as of the close of business on June
30, 1999 (the "Effective Date").

     20. From and after the Effective Date, PIDA agrees to release, remise and
discharge Old Beneficial Owner and SURGICAL LASER TECHNOLOGIES, INC. (the "Old
Industrial Occupant") from any and all liabilities and obligations under the
Note, the Mortgage and all other documents executed by Old Beneficial Owner
and/or Old Industrial Occupant in connection with the Loan. PIDA agrees to
deliver to Old Industrial Occupant its Guaranty and Surety Agreement dated
December 2, 1991 marked "cancelled."

                                       4
<PAGE>

     IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, has
caused this Consent, Subordination and Assumption Agreement to be executed on
its behalf by the undersigned duly authorized officers and its corporate seal to
be affixed hereto this 28th day of June, 1999.

ATTEST:                           MONTGOMERY COUNTY INDUSTRIAL
                                  DEVELOPMENT CORPORATION

                                  By /s/ Carmen S. Italia
    ----------------------           --------------------
    Secretary                        President

(CORPORATE SEAL)


ATTEST:                           LENFEST OAKS, INC.

/s/ Samuel W. Morris              By /s/ Maryann V. Bryla
    ----------------                 --------------------
    Secretary                        Vice President

(CORPORATE SEAL)


ATTEST:                           SUBURBAN CABLE TV CO. INC.

/s/ Samuel W. Morris              By /s/ Maryann V. Bryla
    ----------------                 --------------------
    Secretary                        Treasurer

(CORPORATE SEAL)


ATTEST:                           SLT PROPERTIES, INC.

/s/ Craig K. Carra                By /s/ Davis Woodward
    --------------                   ------------------
    Assistant Secretary              Vice President

(CORPORATE SEAL)


ATTEST:                           SURGICAL LASER TECHNOLOGIES, INC.

/s/ Davis Woodward                By /s/ Davis Woodward
    --------------                   ------------------
    Secretary                        Vice President

(CORPORATE SEAL)

                                        5
<PAGE>

ATTEST:                           PENNSYLVANIA INDUSTRIAL DEVELOPMENT
                                    AUTHORITY

/s/ Carolyn L. Hoouer             By /s/ Marguerite Harris
    -------------------              ---------------------
    Assistant Secretary              Administrator

(CORPORATE SEAL)



COMMONWEALTH OF PENNSYLVANIA:
                            :SS
COUNTY OF DAUPHIN           :

     ON THIS the 28th day of June 1999, before me, the undersigned officer,
personally appeared Marguerite Harris, who acknowledged herself to be the
Administrator of The Pennsylvania Industrial Development Authority, a public
body corporate and politic, and that she as such Administrator being authorized
to do so, executed the foregoing instrument for the purpose therein contained by
signing the name of The Pennsylvania Industrial Development Authority by herself
as Administrator.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                 /s/ Earlyn C. Deardorff
                                     -------------------
                                     Notary Public

                                     My Commission Expires: March 14, 2002

                               [GRAPHIC OMMITTED]

                                       5a
<PAGE>


 COMMONWEALTH OP PENNSYLVANIA:
                             :ss
 COUNTY OF MONTGOMERY        :

     ON THIS, the 29th day of June, 1999, before me, the undersigned officer,
personally appeared Maryann V. Bryla, who acknowledged herself to be the Vice
President of Lenfest Oaks, Inc., a corporation and the within named New
Beneficial Owner, and that she as such Vice President being authorized to do so,
executed the foregoing instrument for the purpose therein contained by signing
the name of the corporation by herself as Vice President.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                               /s/ Julie B. Duffy
                                     --------------
                                     Notary Public

                                     My Commission Expires: Oct. 22, 2001

                               [GRAPHIC OMMITTED]




 COMMONWEALTH OP PENNSYLVANIA:
                             :ss
 COUNTY OF MONTGOMERY        :

     ON THIS, the 28th day of June, 1999, before me, the undersigned officer,
personally appeared Carmen S. Italia, Jr., who acknowledged himself to be the
President of Montgomery County Industrial Development Corporation, a corporation
and the within named Borrower, and that he as such President being authorized to
do so, executed the foregoing instrument for the purpose therein contained by
signing the name of the corporation by himself as President.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                              /s/ Deborah A. Mader
                                     ----------------
                                     Notary Public

                                     My Commission Expires: Oct. 8, 2001

                               [GRAPHIC OMMITTED]

                                       6
<PAGE>


 COMMONWEALTH OF PENNSYLVANIA:
                             :ss
 COUNTY OF MONTGOMERY        :

     ON THIS, the 28th day of June, 1999, before me, the undersigned officer,
personally appeared Davis Woodward, who acknowledged him/herself to be the Vice
President of Surgical Laser Technologies, Inc., a Delaware corporation, and that
he/she as such officer being authorized to do so, executed the foregoing
instrument for the purpose therein contained by signing the name of the
corporation by himself as such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                 /s/ Patricia A. Moriarty
                                     --------------------
                                     Notary Public

                                     My Commission Expires: 5/20/02

                               [GRAPHIC OMMITTED]




 COMMONWEALTH OP PENNSYLVANIA:
                             :ss
 COUNTY OF MONTGOMERY        :

     ON THIS, the 28th day of June, 1999, before me, the undersigned officer,
personally appeared Davis Woodward, who acknowledged him/herself to be the Vice
President of SLT Properties, Inc., a corporation, and that he/she as such
officer being authorized to do so, executed the foregoing instrument for the
purpose therein contained by signing the name of the corporation by him/herself
as such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                 /s/ Patricia A. Moriarty
                                     --------------------
                                     Notary Public

                                     My Commission Expires: 5/20/02

                               [GRAPHIC OMMITTED]

                                       7
<PAGE>

COMMONWEALTH OF PENNSYLVANIA:
                            :ss
COUNTY OF MONTGOMERY        :

     ON THIS, the 29th day of June, 1999, before me, the undersigned officer,
personally appeared Maryann V. Bryla, who acknowledged him/herself to be the
Treasurer of Suburban Cable TV Co. Inc., a corporation, and that he/she as such
officer being authorized to do so, executed the foregoing instrument for the
purpose therein contained by signing the name of the corporation by him/herself
as such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                               /s/ Julie B. Duffy
                                     --------------
                                     Notary Public

                                     My Commission Expires: Oct. 22, 2001

                               [GRAPHIC OMMITTED]


                        Certificate of Residence of PIDA

     I hereby certify that the precise residence and complete post office
address of The Pennsylvania Industrial Development Authority is: 480 Forum
Building, c/o Department of Commerce, Harrisburg, Pennsylvania 17120.

                                    -------------------------------------
                                    Claude J. Lewis, Deputy Chief Counsel
                                    Attorney for PIDA

RECORDED in the Office for the Recording of Deeds, in and for the County of
Montgomery, in ________ Book Volume _________, page ___________.

                                    -------------------------------------
                                     (Title)

                                       8
<PAGE>

                                   EXHIBIT "A"

ALL THAT CERTAIN tract of land situate in the Township of Upper Providence,
County of Montgomery, Commonwealth of Pennsylvania as shown on Final Subdivision
Plan prepared for Acorn Development Corporation (Sheet 1 of 1) by Pennoni
Associates, Inc., Consulting Engineers, 1611 Arch Street, Philadelphia
Pennsylvania 19103 and Yerkes Associates, Inc., 101 Charles Street, Box 1080,
Bryn Mawr, Pennsylvania 19101 recorded on September 11, 1990 in the Office of
the Recorder of Deeds in and for Montgomery County in Plan Book A-52, page 198,
bounded and described as follows, to wit:

BEGINNING at a point in the title line of Mill Road, said point being located
North 06 degrees 37 minutes 54 seconds West 509.00 feet from the intersection of
said title line with the centerline of Cresson Boulevard (50 feet wide); thence
extending along said title line of Mill Road North 06 degrees 37 minutes 54
seconds West 394.00 feet to a point in line of lands of Burl L. and Geraldine
Collins; thence extending along said lands the following 02 courses and
distances: (1) North 73 degrees 16 minutes 45 seconds East 216.79 feet to a
point; (2) North 06 degrees 37 minutes 55 seconds West 135.95 feet to a point in
the Southeasterly title line of Egypt Road, S.R. 46062-2; thence extending along
said title line North 80 degrees 10 minutes 00 seconds East 68.97 feet to a
point in the centerline of Cresson Boulevard; thence extending along said
centerline the following 03 dimensions: (1) South 39 degrees 00 minutes 00
seconds East i46.56 feet to a point of curvature; (2) extending along the arc of
a circle curving to the right, having a radius of 225.00 feet, the arc distance
of 131.55 feet to a point of tangency; (3) crossing a 25 foot wide storm
easement South 05 degrees 30 minutes 00 seconds East 323.16 feet to a point in
line of Lot No. 3; thence extending along said Lot South 83 degrees 22 minutes
06 seconds West 389.29 feet to the point and place of BEGINNING.

CONTAINING 4.147 acres of land, more or less.

BEING Lot 2 as shown on the above mentioned Plan.

PARCEL NUMBER: 61-00-01208-14-4.

BEING the same premises which Oaks Associates, a Pennsylvania Limited
Partnership by Indenture dated September 14, 1990 and recorded in the Office of
the Recorder of Deeds in and for the County of Montgomery in Deed Book 4958 Page
199, granted and conveyed unto Montgomery County Industrial Development
Corporation, a Pennsylvania Non-Profit Corporation.

                                       9
<PAGE>


                                   EXHIBIT "B"

                            NONDISCRIMINATION CLAUSE

     During the term of this contract, Contractor agrees as follows:

     1. Contractor shall not discriminate against any employee, applicant for
employment, independent contractor or any other person because of race, color,
religious creed, ancestry, national origin, age or sex. Contractor shall take
affirmative action to insure that applicants are employed, and that employees or
agents are treated during employment, without regard to their race, color,
religious creed, handicap, ancestry, national origin, age or sex. Such
affirmative action shall include, but is not limited to: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for
training. Contractor shall post in conspicuous places, available to employees,
agents, applicants for employment and other persons, a notice to be provided by
the contracting agency setting forth the provisions of this nondiscrimination
clause.

     2. Contractor shall in advertisements or requests for employment placed by
it or on its behalf, state that all qualified applicants will receive
consideration for employment without regard to race, color, religious creed,
handicap, ancestry, national origin, age, or sex.

     3. Contractor shall send each labor union or workers' representative with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising said labor union or workers' representative of
its commitment to this nondiscrimination clause. Similar notice shall be sent to
every other source of recruitment regularly utilized by Contractor.

     4. It shall be no defense to a finding of noncompliance with this
nondiscrimination clause that Contractor had delegated some of its employment
practices to any union, training program or other source of recruitment which
prevents it from meeting its obligations. However, if the evidence indicates
that the Contractor was not on notice of tbe third-party discrimination or made
a good faith effort to correct it, such factor shall be considered in mitigation
in determining appropriate sanctions.

     5. Where the practices of a union or of any training program or other
source of recruitment will result in the exclusion of minority group persons, so
that Contractor will be unable to meet its obligations under this
nondiscrimination clause, Contractor shall then employ and fill vacancies
through other nondiscriminatory employment procedures.

     6. Contractor shall comply with all state and federal laws prohibiting
discrimination in hiring or employment opportunities. In the event of
Contractor's noncompliance with the nondiscrimination clause of this contract or
with any such laws, this contract may be terminated or suspended, in whole or in
part, and Contractor may be declared temporarily ineligible for further
Commonwealth contracts, and other sanctions may be imposed and remedies invoked.

     7. Contractor shall furnish all necessary employment documents and records
to, and permit access to its books, records and accounts by, the contracting
agency for purposes of investigation to ascertain compliance with the provisions
of this clause. If Contractor does not possess documents or records reflecting
the necessary information requested, it shall furnish such information on
reporting forms supplied by the contracting agency.

     8. Contractor shall actively recruit minority subcontractors and women
subcontractors or subcontractors with substantial minority representation among
their employees.

     9. Contractor shall include the provisions of this nondiscrimination clause
in every subcontract, so that such provisions will be binding upon each
subcontractor.

                                       10
<PAGE>


     10. Contractor obligations under this clause are limited to the
Contractor's facilities within Pennsylvania or, where the contract is for
purchase of goods manufactured outside of Pennsylvania, the facilities at which
such goods are actually produced.

                                       11
<PAGE>


Revised 2/96

                                   EXHIBIT "C"

                      CONTRACTOR RESPONSIBILITY PROVISIONS

     1. The Contractor certifies that it is not currently under suspension or
debarment by the Commonwealth, any other state, or the federal government, and
if the Contractor cannot so certify, then it agrees to submit along with the
bid/proposal a written explanation of why such certification cannot be made.

     2. If the Contractor enters into any subcontracts or employs under this
contract any subcontractors/individuals who are currently suspended or debarred
by the Commonwealth or the federal government or who become suspended or
debarred by the Commonwealth or federal government during the term of this
contract or any extensions or renewals thereof, the Commonwealth shall have the
right to require the Contractor to terminate such subcontracts or employment.

     3. The Contractor agrees to reimburse the Commonwealth for the reasonable
costs of investigation incurred by the Offiee of Inspector General for
investigations of the Contractor's compliance with terms of this or any other
agreement between the Contractor and the Commonwealth which result in the
suspension or debarment of the Contractor. Such costs shall include, but not be
limited to, salaries of investigators, including overtime; travel and lodging
expenses; and expert witness and documentary fees. The Contractor shall not be
responsible for investigative costs for investigations which do not result in
the Contractor's suspension or debarment.

     4. The Contractor may obtain the current list of suspended and debarred
contractors by contacting the:

                    Department of General Services
                    Office of Chief Counsel
                    603 North Office Building
                    Harrisburg, PA 17125
                    Telephone No. (717) 783-6472
                    Fax No. (717) 787-9138

                                       12
<PAGE>


Revised 6/96

                                   EXHIBIT "D"

                         CONTRACTOR INTEGRITY PROVISIONS

     1. Definitions.

     a. Confidential information means information that is not public knowledge,
or available to thc public on request, disclosure of which would give an unfair,
unethical, or illegal advantage to another desiring to contract with the
Commonwealth.

     b. Consent means written permission signed by a duly authorized officer or
employee of the Commonwealth, provided that where the material facts have been
disclosed, in writing, by prequalification, bid, proposal, or contractual terms,
the Commonwealth shall be deemed to have consented by virtue of execution of
this Agreement.

     c. Commonwealth means the Commonwealth of Pennsylvania Acting by and
Through its Department of Community and Economic Development and any agencies
and instrumentalities of the Commonwealth of Pennsylvania for which the
Department of Community and Economic Development provides staff services
(including without limitation the Pennsylvania Industrial Development Authority,
Pennsylvania Economic Development Financing Authority, Pennsylvania Energy
Development Authority, and Pennsylvania Minority Business Development
Authority).

     d. Contractor means the individual or entity that has entered into an
agreement with the Commonwealth, assumed the obligations of another to repay
moneys to the Commonwealth, or is the intended beneficiary of, and has knowingly
received benefits under, an agreement between the Commonwealth and a financial
intermediary or educational institution, including directors, officers,
partners, managers, key employees, and owners of more than a 5% interest.

     e. Financial Interest means:

          (1)  ownership of more tban a 5% interest in any business; or

          (2) holding a position as an officer, director, trustee, partner,
     employee, or the like, or holding any position of management.

     f. Gratuity means any payment of more than nominal monetary value in the
form of cash, travel, entertainment, gifts, meals, lodging, loans,
subscriptions, advances, deposits of money, services, employment, or contracts
of any kind.

     2. The Contractor shall take no action in violation of state or federal
laws, regulations, or other requirements that govern contracting with the
Commonwealth.

     3 Ihe Contractor shall not, in connection with this or any other agreement
with the Commonwealth, directly or indirectly offer, confer, or agree to confer
any pecuniary benefit on anyone as consideration for the decision, opinion,
recommendation, vote, other exercise of discretion, or violation of a known
legal duty by any officer or employee of the Commonwealth.

     4 The Contractor shall not, in connection with this or any other agreement
with the Commonwealth, directly or indirectly offer, give, or agree to promise
to give to anyone any gratuity for the benefit of or at the direction or request
of any officer or employee of the Commonwealth.


     5. Except with the consent of the Commonwealth, the Contractor shall not
have a financial interest in any other contractor, subcontractor, or supplier
providing services, labor, or material on this project.

                                       13
<PAGE>


     6. The Contractor, upon being informed that any violation of these
provisions has occurred or may occur, shall immediately notify the Commonwealth
in writing.

     7. The Contractor, by execution of this Agreement and by the submission of
any bills or invoices for payment pursuant thereto, certifies and represents
that he has not violated any of these provisions.

     8. The Contractor, upon the inquiry or request of the Inspector General of
the Commonwealth or any of that official's agents or representatives, shall
provide, or if appropriate, make promptly available for inspection or copying,
any information of any type or form relevant to the Contractor's compliance with
this Agreement (including without limitation these provisions relating to
Contractor integrity). Such information shall be retained by the Contractor for
a period of three years beyond the termination of the contract unless provided
by law.

     9. For violation of any of the above provisions, the Commonwealth may
declare an event of default hereunder, subject to applicable notice and cure
provisions, and debar and suspend the Contractor from doing business with the
Commonwealth, including without limitation participation in its financial
assistance programs. These rights and remedies are cumulative, and the use or
nonuse of any one shall not preclude the use of all or any other. These rights
and remedies are in addition to those the Commonwealth may have under law,
statute, regulation, or otherwise.

                                       14
<PAGE>


                                   EXHIBIT "E"

                   AMERICANS WITH DISABILITIES ACT PROVISIONS

     During the term of this contract, the Contractor agrees as follows:

     1. Pursuant to federal regulations promulgated under the authority of The
Americans With Disabilities Act, 28 C.F.R ss.35.101 et seq., the Contractor
understands and agrees that no individual with a disability shall, on the basis
of the disability, be excluded from participation in this contract or from
activities provided for under this contract. As a condition of accepting and
executing this contract, the Contractor agrees to comply with the "General
Prohibitions Against Discrimination," 28 C.F.R. ss.35.130, and all other
regulations promulgated under Title II of The Americans With Disabilities Act
which are applicable to the benefits, services, programs, and activities
provided by the Commonwealth of Pennsylvania through contracts with outside
contractors.

     2. The Contractor shall be responsible for and agrees to indemnify and hold
harmless the Commonwealth of Pennsylvania from all losses, damages, expenses,
claims, demands, suits, and actions brought by any party against the
Commonwealth of Pennsylvania as a result of the Contractor's failure to comply
with the provisions of paragraph 1 above.

                                       15