LEASE AGREEMENT

     THIS LEASE AGREEMENT  ("Lease") is made as of the 1st day of July, 1998, by
and between  John E. Meggitt and Dorothy  Meggitt,  both  individuals  having an
address of 5950 Pidcock Creek Road, New Hope,  Pennsylvania  18938  (hereinafter
collectively  referred to as "Landlord") and Prophet 21, Inc. (the "Tenant"),  a
New Jersey  corporation  having an address of 19 West College  Avenue,  Yardley,
Pennsylvania 19067.

                               STATEMENT OF FACTS

     A. Bucks County  Industrial  Development  Authority  ("the  Authority"),  a
Pennsylvania  body  politic and  corporate,  is the owner of all those lands and
premises  situated  in the  Borough  of  Yardley,  Bucks  County,  Pennsylvania,
commonly known as 19 West College Avenue,  Yardley, Bucks County,  Pennsylvania,
consisting of ten (10) acres, more or less (the "Real Estate") more particularly
described on the metes and bounds legal  description  which is attached  hereto,
made a part hereof,  and labeled  Exhibit "A", and a certain  building and other
structures situate thereon (collectively, the "Improvements").

     B. The Real Estate and the Improvements  shall  hereinafter be collectively
be referred to as the "Leased Premises".

     C. The Authority,  a public agency  incorporated to finance  industrial and
commercial  development  in Bucks  County,  Pennsylvania,  is the  "Seller"  and
Landlord is the "Buyer" of the Leased Premises  pursuant to an Installment  Sale
Agreement  (the "Sale  Agreement"),  dated December 21, 1983, by and between the
Authority and Landlord.

     D. Simultaneous with the execution of the Sale Agreement, the Authority and
Landlord  entered into a certain Loan Agreement (the "Loan  Agreement") with the
Broad Street National Bank of Trenton  ("Mortgagee")  to finance the purchase of
the Leased Premises by Landlord.

     E.  Landlord and Tenant were parties to a certain  Lease  Agreement,  dated
August 21, 1987, and a certain Amended Lease dated February 29, 1988, as amended
March 10, 1990 and a certain Lease Agreement  dated July 1, 1993  (collectively,
the "Prior Agreements").

     F.  Landlord  desires to lease the Leased  Premises  to Tenant,  and Tenant
desires to lease the Leased Premises,  upon the terms and conditions hereinafter
set forth.

     NOW THEREFORE,  in  consideration of the rents and the mutual covenants and
conditions  hereinafter set forth, Landlord and Tenant,  intending to be legally
bound, hereby agree as follows:


<PAGE>

     1. TERMINATION  OF PRIOR  AGREEMENTS.  The  Prior  Agreements  are  hereby
terminated,  rendered null and void, and of no further force or effect,  and the
Landlord and Tenant  shall have no further  liability to each other with respect
thereto.

     2. PREMISES. Landlord hereby demises and leases to Tenant and Tenant hereby
hires and rents, subject to the terms and conditions hereof, from Landlord,  the
Leased Premises together with all rights, privileges, tenements,  hereditaments,
easements and appurtenances  belonging or appertaining thereto, to have and hold
unto Tenant,  subject to the covenants  and  conditions  contained  herein which
Landlord and Tenant respectively agree to keep and perform.

     3. TERM.  The term of this  Lease  shall be for a period of five  years (5)
years,  commencing as of the 1st day of July,  1998 and  terminating on the 30th
day of June, 2003.

     4. POSSESSION.

        4.1  Tenant  shall be  entitled  to  continued  possession of the Leased
Premises  to be  used and occupied  for any lawful purpose  (including,  but not
limited  to, activities  incident to  the Tenant's  business of selling computer
systems) as of  July 1, 1998,  and shall  surrender  possession  of  the  Leased
Premises  at the expiration of the Lease Term as herein provided.  Tenant agrees
to give up quiet and peaceable  possession of the Leased  Premises at the end of
the term without further notice from Landlord.

        4.2  Tenant, its  employees, agents and  invitees, shall comply with all
reasonable  rules and  regulations  adopted by Landlord and with such reasonable
changes or additions  thereto as Landlord may from time to time adopt and submit
to Tenant.  All such rules and  regulations  shall be applied by  Landlord  in a
nondiscriminatory  manner to all tenants  and  invitees.  Any such rules  and/or
regulations  shall go into  effect  on the  earlier  of thirty  (30) days  after
receipt thereof in writing by Tenant, or thirty (30) days after actual knowledge
thereof by Tenant.

     5. BASE RENT.

        5.1  The annual base  rent for  the first year  of the Lease Term  shall
be Four  Hundred  and  Thirty-Two  Thousand  Dollars  ($432,000.00)  payable  in
consecutive,  successive,  and equal monthly installments of Thirty-Six Thousand
Dollars ($36,000.00) each, with the first installment due as of July 1,1998, and
thereafter  payable  in  advance  on the first  (1st)  day of each  month at the
address of  Landlord,  as set forth above or such other  place as  Landlord  may
designate by written notice to Tenant.

        5.2  The annual base  rent shall be  increased on each  July  1st of the
Lease  Term by an  annual  amount  of  Fourteen  Thousand  Four  Hundred  Dollar
($14,400.00) above the annual base rent of the previous year of the Lease Term,


                                       2
<PAGE>



payable in monthly increases of One Thousand Two Hundred Dollars ($1,200.00) per
month.

        5.3  All  monthly  payments  of annual  base rent shall be  paid  on the
first (1st) day of each month in advance in equal,  consecutive,  and successive
installments  at the address of Landlord set forth herein or such other place as
Landlord may designate by written notice to Tenant.

     6. ADDITIONAL RENT.  Tenant shall  pay  as  rent in addition  to the annual
base rent  herein  reserved any and all sums  which may  become due by reason of
the obligations imposed on the Tenant under the terms of this Lease.

     7. PAYMENT BY TENANT.  Tenant shall pay,  without demand, the  rent and all
other  charges  herein  reserved  as rent on the days and times and at the place
that the same are made payable,  without fail, and if Landlord shall at any time
or times accept said rent or rent  charges  after the same shall have become due
and payable,  such acceptance shall not excuse delay upon subsequent  occasions,
or  constitute  or be construed  as a waiver of any of  Landlord's  rights.  Any
charge or payment herein reserved, included or agreed to be treated or collected
as rent and/or any other charges or taxes,  expenses,  or costs herein agreed to
be paid by Tenant may be proceeded for and recovered by Landlord by distraint or
other process in the same manner as rent due and in arrears.

     8. SERVICES PAID FOR BY LANDLORD.  Landlord, at its  sole cost, shall  only
be responsible for the following matters and expenses with respect to the Leased
Premises during the Lease Term:

        (a)   provide fuel oil sufficient to operate the fuel oil fired  heating
system of the  Leased  Premises  for the  periods  comencing  on  October 1  and
terminating on May 31;

        (b)   maintain and  repair the  roof deck,  foundation,  structural  and
load-bearing  portion  of the  building,  grounds,  sidewalks,  landscaping  and
parking areas consisting of the Leased Premises;

        (c)   provide prompt and efficient snow removal for the parking areas of
the Leased Premises,  and provide  cindering of the entrance drive of the Leased
Premises, as necessary; and

        (d)  pay for  the cost of municipal  water and sanitary sewage disposal
for the Leased Premises.

     9. SERVICES,  TAXES AND COSTS  TO BE PAID FOR BY  TENANT.  Tenant  shall be
responsible  for the following  with respect to the Leased  Premises  during the
Lease Term, and for all costs, expenses, interest and penalty charges associated
therewith:


                                       3
<PAGE>

             (a) Real estate taxes, county, township, school, special or general
assessments,  and all governmental charges of whatsoever kind assessed or levied
against the Leased Premises, based on the per diem rate for the year. The amount
owed by Tenant shall be paid to Landlord  within thirty (30) days after the date
on which Landlord has supplied  Tenant with a bill for each tax,  assessment and
charge.

             (b) All personal property taxes, or other governmental  assessments
or taxes, assessed on account of Tenant's personal property or on account of any
equipment located in, or affixed to, the Leased Premises.

             (c) Janitorial  services within the interior of the Leased Premises
including, but not limited to, the walls, floors, ceilings, carpets, windows and
closets,  and for the removal from the Leased  Premises of garbage and any other
refuse or solid  waste  including  the cost of  maintaining  a dumpster or other
similar receptacle, including acquiring and maintaining any receptacles, bins or
containers to facilitate recycling.

             (d) All  electric   utility  costs  and  costs   relating   to  the
maintenance  and  operation  of the  electrical  system of the Leased  Premises,
including  all charges  for  electricity  used in  connection  with  cooling and
heating the Leased Premises.

             (e) All  general  maintenance  and upkeep of the  Leased  Premises,
including the repair of the electrical,  heating, sanitary, air conditioning and
plumbing  systems,  appliances,  sidewalks  and the parking  areas of the Leased
Premises.  All maintenance and repairs by Tenant shall be made in a first class,
workmanlike manner by personnel or contractors  previously approved by Landlord,
whose  approval  shall not be  unreasonably  withheld or delayed.  Tenant  shall
require its personnel  and  contractors  to comply with all building  standards,
code standards, and other reasonable requirements of Landlord.

             (f) Making  such  alterations  and  improvements  as  Tenant  shall
undertake and as shall be approved by Landlord pursuant to paragraph 17 hereof.

             (g) Compliance   with  all  statutes,  ordinances,  rules,  orders,
regulations and requirements of the federal,  state and municipal government and
any and all of their  departments or bureaus relating to Tenant's  operations on
the Leased Premises.

             (h) All  improvements  to the Leased Premises made or ordered to be
made by any governmental  authority having  jurisdiction of the Leased Premises,
and  compliance  with all  notices  received  from any public  authority  having
jurisdiction of the Leased Premises during the Lease Term.

                 Tenant  shall  not  cause  liens  of  any  kind   (whether  for
materials,  wages, labor  or services) to be placed against the Leased Premises.
If


                                       4
<PAGE>

any such  liens are filed,  with or without  Tenant's  knowledge,  Tenant  shall
immediately,  at  Tenant's  sole  cost and  expense  take  whichever  action  is
necessary  to cause such liens to be  satisfied  and  discharged.  Tenant  shall
obtain,  file, and have properly  indexed  appropriate lien waivers prior to the
commencement of any work by Tenant on the Leased Premises.

                  Notwithstanding  anything  contained  herein  to the contrary,
Landlord  shall be liable  for and/or  provide  only such  services  as it shall
expressly undertake to provide in this Lease. Any other cost associated with the
Leased  Premises  shall be the  responsibility  and the  expense of  Tenant.  In
particular,  Tenant is responsible  for every expense and service not explicitly
set forth in paragraphs 8 or 11.3 of this Lease.

     10. RIGHT TO  CONTEST.  Tenant  shall have the right to  contest,  by legal
proceeding,  or by such other manner as Tenant shall  reasonably  deem suitable,
the  validity  or  amount  of any sum which  Tenant  is  obligated  to pay under
paragraph 9 herein,  provided  that such contest shall be free of any expense to
Landlord.  Landlord  agrees to  cooperate  in any such  contest  and execute all
documents reasonably required in connection therewith.

     11. CONDITION OF LEASED PREMISES AND REPAIRS.

           11.1  Tenant has examined the Leased  Premises and accepts the Leased
Premises in its present condition,  and, except as set forth herein, without any
representations  on the part of  Landlord  or its  agents as to the  present  or
future condition of the leased Premises.  LANDLORD MAKES NO WARRANTIES,  EXPRESS
OR IMPLIED, RELATING TO THE CONDITIONS IN OR ABOUT THE LEASED PREMISES.

           11.2  Tenant  shall  take good care of the Leased  Premises,  and the
fixtures and  appurtenances  thereto,  and shall take necessary action to ensure
that the Leased  Premises shall suffer no waste or injury.  Tenant shall further
make all minor  repairs  to the Leased  Premises,  keeping  the Leased  Premises
generally  in good  repair,  order  and  condition,  reasonable  wear  and  tear
excepted,  and, at the end of the Lease Term,  Tenant shall vacate and surrender
the  same to  Landlord  broom  clean,  free of  debris,  and in good  order  and
condition,  reasonable wear and tear excepted. In addition, Tenant shall deliver
to Landlord all keys and entry devices to the Leased Premises.

           11.3  Landlord  shall  maintain  and  make  all  structural   repairs
(including  the  roof  deck,   foundation  and  load  bearing   portion  of  the
improvements), except those repairs necessitated by the negligence of Tenant. As
to those  repairs and  replacements  necessitated  by the  negligence of Tenant,
Tenant shall immediately reimburse Landlord for the repair and replacement costs
incurred.  Landlord shall use its best efforts to incur only reasonable costs in
connection  with any  repair or  replacement  to the Leased  Premises  for which
Tenant is obligated to reimburse Landlord.  Landlord shall not be liable for any
injury to or interference with Tenant's business arising from the performance of

                                       5
<PAGE>




any repairs,  maintenance or improvements in or to the Leased Premises or to any
appurtenances  or equipment  therein;  provided,  however,  that Landlord  shall
perform  all such work  with due  diligence  and in a manner  so as to  minimize
interference with Tenant's business.

           11.4  Tenant  shall not use any  machinery or equipment at the Leased
Premises which produces excessive noise,  vibration,  odors or fumes without the
written  consent  of the  Landlord,  which  consent  shall  not be  unreasonably
withheld or delayed.

           11.5  Tenant  shall  not do or permit to be done any act, or bring or
permit to be brought  any  material  onto the Leased  Premises,  which  shall be
deemed  to be a fire  hazard  by any  federal,  state,  or local  law,  statute,
ordinance or regulation, other than fuel oil.

     12. COMPLIANCE  WITH  LAWS.    Tenant  shall  comply  with   all  statutes,
ordinances,  rules, orders,  regulations and requirements of the federal,  state
and local government and of any and all of their  departments and bureaus having
jurisdiction  of  the  Leased  Premises,  for  the  correction,  prevention  and
abatement of nuisances,  violations or other  grievances,  in, upon or connected
with the Leased  Premises  during the Lease Term, and shall also comply with all
rules,  orders, and regulations of the Board of Fire Underwriters,  or any other
similar body, for the prevention of fires, at Tenant's own cost and expense.

     13. ENVIRONMENTAL.  "Environmental  Laws" means and  includes  all  now and
hereafter  existing  statutes,  laws,  ordinances,  codes,  regulations,  rules,
rulings, orders, decrees, directives,  policies and requirements by any federal,
state or local  governmental  authority  regulating,  relating  to, or  imposing
liability  or standards of conduct  concerning  public  health and safety or the
environment.

         "Hazardous Materials" means:

         (a) any  material or substance: (i) which is defined or becomes defined
as a  "hazardous substance,"  "hazardous waste,"  "infectious waste,"  "chemical
mixture  or  substance,"  or "air  pollutant"  under  Environmental  Laws;  (ii)
containing petroleum,  crude  oil or any  fraction  thereof  which is  liquid at
standard    conditions   of   temperature   and   pressure;   (iii)   containing
polychlorinated  biphenyls (PCBs);  (iv) containing  asbestos;  or (v) which  is
radioactive; or

         (b) any other  pollutant or contaminant or hazardous,  toxic, flammable
or dangerous chemical,  waste, material or substance, as all such terms are used
in  their  broadest  sense,  and  defined,  regulated  or  to  become  regulated
by Environmental  Laws, or which  cause a  nuisance upon or waste to the  Leased
Premises.

         "Handle,"   "handled,"  or  "handling"  shall  mean  any  installation,
handling, generation, storage, treatment, use, disposal, discharge, release,


                                       6
<PAGE>

manufacture,  refinement,  presence,  migration,  emission,  abatement, removal,
transportation,  or any  other  activity  of any  type  in  connection  with  or
involving Hazardous Materials.

            No  Hazardous  Materials  shall be handled,  upon,  about,  above or
beneath the Leased  Premises  or any portion  thereof by or on behalf of Tenant,
its  subtenants or its  assignees,  or their  respective  contractors,  clients,
officers,  directors,  employees,  agents, or invitees except by express written
permission and consent of the Landlord.  Any such Hazardous Materials so handled
shall be known as Tenant's Hazardous  Materials.  Notwithstanding the foregoing,
normal quantities of those Hazardous  Materials  customarily used in the conduct
of general  administrative and executive office activities (e.g.,  copies fluids
and cleaning  supplies)  may be used and stored on the leased  Premises  without
Landlord's  prior written  consent,  but only in compliance  with all applicable
Environmental laws as defined herein.

            Notwithstanding  the  obligation  of  Tenant to  indemnify  Landlord
pursuant to this Lease,  Tenant  shall,  at its sole cost and expense,  promptly
take all actions required by any federal,  state or local governmental agency or
political  subdivision,  or necessary  for Landlord to make full economic use of
the Leased Premises which  requirements or necessity arises from the handling of
Tenant's Hazardous  Materials upon, about, above or beneath the Leased Premises.
Such  actions  shall  include,  but not be limited  to, the  preparation  of any
feasibility  studies or reports and the  performance  of any cleanup,  remedial,
removal or restoration  work. Tenant shall take all actions necessary to restore
the Leased  Premises to the  condition  existing  prior to the  introduction  of
Tenant's Hazardous  Materials,  notwithstanding  any less stringent standards or
remediation   allowable  under  applicable   Environmental  Laws.  Tenant  shall
nevertheless obtain Landlord's written approval prior to undertaking any actions
required by this paragraph, which approval shall not be unreasonably withheld or
delayed so long as such actions would not  potentially  have a material  adverse
long-term or short-term effect on the Leased Premises.

            Notwithstanding  anything  contained herein to the contrary,  Tenant
shall indemnify, defend, and hold Landlord harmless from and against any and all
suits,  actions,  damages,   liabilities,  and  expenses,  including  reasonable
attorneys fees, arising out of the handling of Tenant's Hazardous Materials.

            Notwithstanding anything contained herein to the contrary,  Landlord
shall indemnify,  defend,  and hold Tenant harmless from and against any and all
suits,  actions,  damages,   liabilities,  and  expenses,  including  reasonable
attorneys  fees,  arising out of the handling of any Hazardous  Materials  upon,
about,  above or beneath the Leased premises or any portion thereof prior to the
date of this Lease, or not handled by or on behalf of Tenant,  its subtenants or
its assignees, or their respective contractors,  clients,  officers,  directors,
employees, agents, or invitees.



                                       7
<PAGE>


     14. TENANT'S INSURANCE OBLIGATIONS.

         14.1  Tenant  shall  insure,  at  its  own  expense,  all  of  its  own
equipment and other personal  property  situate on the Leased  premises.  Tenant
shall also insure,  at its own expense,  the Leased  Premises by purchasing  and
maintaining  a single  insurance  policy in which  Landlord is listed as a named
insured and the Leased  Premises is insured  for at least Five  Million  Dollars
($5,000,000.00), and which policy provides general liability coverage for Tenant
and Landlord in a policy amount of at least Two Million Dollars ($2,000,000.00),
and with  umbrella  liability  coverage  in an amount of at least  Five  Million
Dollars  ($5,000,000.00),  with deductibles  which are reasonable and consistent
with commercial  practice in similar  circumstances.  A certificate of insurance
stating the  coverages  obtained by Tenant shall be provided to Landlord  within
thirty  (30)  days of the date of this  Lease,  and  thereafter  on each  yearly
anniversary  date of the date of this Lease.  The certificate will indicate that
coverages are provided by a reputable and responsible insurance company licensed
to do  business  in the  Commonwealth  of  Pennsylvania.  The  certificate  will
stipulate  that the insurer will give Landlord at least thirty (30) days advance
written notice of any impending  cancellation or imposition of a major change in
such policy.

         14.2  Tenant  shall   be  responsible  to  provide  fire  and  extended
coverage  insurance  on  all  leasehold  improvements  on the  Leased  premises,
including,  but not  limited  to, all of  Tenant's  equipment,  trade  fixtures,
appliances,  furniture,  furnishing and personal property in or about the Leased
Premises.  Such insurance shall include an all-risk legal liability  endorsement
to cover property damage for which Tenant is responsible.

         14.3  Landlord  and  Tenant each  hereby  release the other,  and their
respective  officers,   directors,   employees  and  agents  from  liability  or
responsibility  (to the other or anyone claiming through or under them by way of
subrogation  or otherwise)  for any loss or damage from  liability for damage or
destruction to the Leased  Premises,  covered by any insurance  policy,  even if
such loss or damage  shall have been  caused by the fault or  negligence  of the
other party, or anyone for whom such party may be responsible,  to the extent of
insurance  proceeds.  Landlord and Tenant each agree that any  insurance  policy
covering the Leased Premises will include such a clause or endorsement.

     15. LIABILITY AND INDEMNIFICATION.

         15.1  During  the Lease Term,  Landlord,  or its  employees  or agents,
shall not be liable  for any  injury,  loss,  claims or damage to any  person or
property  occurring in or about the Leased  premises,  arising out of the use or
occupancy  of the Leased  Premises  by the Tenant,  or for any injury,  expense,
loss, claim or damage,  including attorneys fees and expenses,  to any person or
property  anywhere  occasioned by any act, neglect or default of Tenant,  unless
caused by the negligence of Landlord,  or its agents or employees.  Tenant shall
save Landlord


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<PAGE>


harmless and indemnify it from any such losses, claim or expense caused in whole
or in part by the negligence of Tenant, or its agents or employees.

         15.2  During  the Lease Term,  Landlord, including Landlord's officers,
directors,  employees,  servants,  invitees,  licensees and agents, shall not be
liable for any injury or damage to persons or  property  occurring  by reason of
any  existing  or future  condition  or latent  defect  in the  Leased  Premises
including,  but not limited to, any mechanical or electrical equipment wiring or
appurtenances  being  out  of  repair,  any  damage  or  impairment  of  parking
facilities,  curbs,  walks or lawns,  injury or damage  resulting  from  falling
plaster,  steam,  gas,  electricity,  water, rain or snow (except as provided in
paragraph 8(c) hereof), which may leak from any part of the Improvements or from
pipes,  appliances  or  plumbing  work of the  same,  or  from  the  outside  or
subsurface  or from any  other  place,  or by  dampness  or any  other  cause of
whatever nature, or by fire,  explosion,  collapse or broken glass, or bursting,
leaking or running of any basin, tank, tub, wastepipe,  gutter or downspout, nor
shall  Landlord,  or its agents,  be liable for any such damage  caused by other
tenants,  if any,  or persons in the  Improvements,  or caused by  vandalism  or
malicious mischief.

          15.3.  Tenant  agrees to protect,  indemnify  and  save  harmless  the
Landlord, its officers,  directors,  employees,  and agents from and against any
and all claims,  demands  and causes of action  (including  without  limitation,
reasonable attorneys fees and costs to pursue this indemnification),  unless due
to the negligence of Landlord,  its employees,  or third parties, for any matter
growing out of or connected  with the Tenant's use or  occupation  of the Leased
Premises during the Lease Term.

     16. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet
the Leased premises,  or any interest herein or therein,  or allow others to use
or occupy the Leased  Premises  without  obtaining the prior written  consent of
Landlord,  which  consent  shall not be  unreasonably  withheld or  delayed.  An
assignment  of this Lease shall be deemed to have  occurred:  (a) if in a single
transaction  or in a series or related  transactions  (other than resulting from
the death of a holder or owner) more than fifty percent (50%) of the interest in
Tenant or any subtenant (whether stock,  partnership  interests or otherwise) is
transferred,  diluted,  reduced, or otherwise impacted, with the result that the
present  holders or owners of Tenant or such  subtenant,  have less than a fifty
percent  (50%  interest in Tenant or subtenant  or; (b) any general  partnership
interest in Tenant or such  subtenant  or a  controlling  interest  (i.e.  fifty
percent (50% or more) in any general partner of Tenant or such subtenant is sold
or otherwise  transferred with the result that the then present general partners
of  Tenant  or such  subtenant  are no  longer  general  partners  of  Tenant or
subtenant,  or with the result that the then general  partners of Tenant or such
subtenant no longer control such general partner or subtenant.

     17. ALTERATIONS  AND  IMPROVEMENTS.   Tenant  shall  make  no  alterations,
additions or improvements to the Leased Premises without the written consent of

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<PAGE>



Landlord,  which  consent  shall not be  unreasonably  withheld or delayed.  All
alterations,  additions,  and improvements shall belong to the Landlord,  unless
the terms of Landlord's  consent shall require their removal.  Tenant shall have
the right to remove from the Leased Premises only those trade fixtures installed
by Tenant in accordance with this Lease.

          17.1  All such  work shall be carried on at  Tenant's  cost,  and in a
first class,  workmanlike manner in accordance with building standards and other
reasonable  requirements  of Landlord and in  compliance  with all  governmental
orders,  regulations  and permits.  Such work shall be performed by  responsible
contractors approved by Landlord who will, prior to commencement of work, submit
satisfactory  proof of  insurance  coverage  naming  Landlord  as an  additional
insured.

          17.2  Following   completion   of   such  alterations,   additions  or
improvements  by Tenant,  Tenant shall furnish  Landlord with current "as built"
plans and specifications reflecting such alterations, additions or improvements.

          17.3  Tenant, with  the prior written consent of landlord,  may remove
any  alterations,  additions,  fixtures,  improvements,  appliances or equipment
installed by Tenant which can be removed without damage to or leaving incomplete
the Leased  Premises;  provided,  however (and  anything  herein to the contrary
notwithstanding),  Landlord may direct Tenant at the end of the Lease Term or of
any prior  termination,  and whether or not Tenant is in default  hereunder,  to
remove all alterations,  additions,  improvements, trade fixtures, appliances or
other  personal  property  brought into or placed  about the Leased  Premises by
Tenant or constructed or installed  therein by Tenant (including but not limited
to,  partitions,  cabinets,  shelving,  drapes,  shades,  furniture,  wiring and
plumbing) as may be specified in writing by Landlord.

     18. DAMAGE TO  THE  LEASED PREMISES.   If  the  Leased  Premises  shall  be
partially  damaged or rendered  untenantable  by fire or other  causes,  without
being due to the fault or neglect of Tenant,  or Tenant's  servants,  employees,
agents or  licensees,  the Leased  premises so damaged or rendered  untenantable
shall be repaired  promptly and within a reasonable  time, by and at the expense
of Landlord and the rent from the time of such damage or  untenantability  until
such repairs  shall be completed  shall abate in  proportion  to the part of the
Leased Premises which is not reasonably  useable by Tenant;  in such event,  any
rent paid in advance shall be apportioned  and refunded.  If such partial damage
or  untenantability  is due to the fault or  negligence  of Tenant,  or Tenant's
servants,  employees,  agents or licensees, the Leased Premises so damaged shall
be repaired  promptly and within a reasonable time by Landlord,  but there shall
be no  apportionment  or abatement of rent. In the event of the Leased  premises
being so badly  damaged that it cannot be repaired  within ninety (90) days from
the date of such damage, then the Lease Term hereby created shall, at the option
of either the  Landlord or the  Tenant,  cease  thirty  (30) days after  written
notice from either party to the other  party,  and Tenant  shall  surrender  the
Leased Premises and all


                                       10
<PAGE>


of Tenant's  interest therein to Landlord,  and shall be liable for rent only to
the time of the  surrender,  and Landlord may reenter and  repossess  the Leased
Premises.

     19. INSPECTION OF LEASED PREMISES; SHOWING LEASE PREMISES. Landlord and its
agents shall have the right to enter into and upon the Leased  Premises,  or any
part thereof, at all reasonable hours and with reasonable advance written notice
of at least  twenty-four  (24)  hours,  except  that  such  notice  shall not be
required in the event of an emergency, for the purpose of examining the same, or
making  repairs or  alterations  therein.  Landlord  and its agents may show the
Leased  Premises to persons  wishing to hire or purchase the same at  reasonable
hours and upon reasonable prior written notice to Tenant of at least twenty-four
(24) hours.

     20. FAILURE TO SUPPLY  UTILITIES/INTERRUPTION  OF SERVICES.  Landlord shall
not be  responsible  for the  failure  to  furnish  heat or other  utilities  or
services which are its obligation herein,  provided the failure to furnish these
services results from reasons beyond Landlord's control.

         20.1  This  Lease   shall  not  be   affected  and  there  will  be  no
diminution or abatement of rent or other payments and no  constructive  eviction
shall be claimed or allowed  because of the  interruption  or curtailment of any
services or utilities in or to the Leased Premises from causes beyond Landlord's
control nor for any  inconvenience  arising  from repairs in or about the Leased
Premises or from improvements made to the same.

     21. CONDEMNATION.  If the whole of the Leased Premises shall be acquired or
condemned by eminent  domain for any public or  quasi-public  use, then, in that
event,  the Lease Term shall cease and terminate from the date that title vested
in such proceeding. Tenant shall have no claim against Landlord for the value of
the  unexpired  Lease Term.  No part of any  condemnation  award shall belong to
Tenant.  Tenant  expressly  waives  any right or claim to any part  thereof  and
assigns  to  Landlord  any such  right or claim  to which  Tenant  might  become
entitled  (except as set forth in  subparagraphs  21.3 and 21.4  hereof) and the
rent shall abate in proportion to the square footage taken or condemned.

          21.1  If  any part, but not the whole, of the Leased Premises shall be
so taken or conveyed,  and in the event that such partial  taking or  conveyance
shall render the Leased Premises unsuitable for the business of Tenant, then the
Lease  Term shall  terminate  as of the date on which  possession  of the Leased
Premises is required to be surrendered to the condemning authority, all rent and
other  charges  shall be paid up to that date,  and  Tenant  shall have no claim
against  Landlord for the value of any  unexpired  Lease Term. In the event of a
partial  taking,  partial  condemnation,  or conveyance  supported by a power of
eminent  domain  which is not  extensive  enough to render the  Leased  Premises
unsuitable for the business of Tenant,  then Landlord shall promptly restore the
Leased  Premises  to the  extent of  condemnation  proceeds  available  for such
purpose to a


                                       11
<PAGE>


condition comparable to its condition at the time of such condemnation, less the
portion  lost in the  taking,  and  Tenant  shall  promptly  make all  necessary
repairs,  restorations  and  alterations  of Tenant's  fixtures,  equipment  and
furnishings  and shall promptly  re-enter the Leased Premises and commence doing
business in  accordance  with the  provisions of this Lease and this Lease shall
continue in full force and effect.

            In the case of a partial condemnation,  rent shall abate only to the
extent that the annual fair market rental value of the Leased  Premises has been
diminished.  The fair market value shall be  determined  by the agreement of two
licensed real estate  appraisers - one selected by the Landlord and one selected
by the Tenant.  If they cannot  agree,  then they shall  jointly  select a third
licensed real estate  appraiser  whose decision shall be binding on the parties,
except that Landlord reserves the right to declare that a complete  condemnation
has taken place and in which case the Lease Term shall cease and terminate.

            21.2 For purposes of determining  the amount of funds  available for
restoration  of the Leased  Premises from the  condemnation  award,  said amount
shall be deemed to be that part of the award  which  remains  after  payment  of
Landlord's  reasonable  expenses incurred in recovering same and any amounts due
to any mortgagee of Landlord, and which represents a portion of the total sum so
available  (excluding  any  award  or  other  compensation  for  land)  which is
equitably allocable to the Leased Premises.

            21.3  Although  all damages in the event of any  condemnation  shall
belong to Landlord and any  mortgagee of Landlord,  Tenant shall have the right,
to the extent that same shall not diminish Landlord's or such mortgagee's award,
to claim and recover from the  condemning  authority,  but not from  Landlord or
such mortgagee, such compensation as may be separately awarded or recoverable by
Tenant in Tenant's  own right for, or on account of, and limited  solely to, any
cost to which Tenant might be put in removing Tenant's  merchandise,  furniture,
fixtures, leasehold improvements and equipment.

            21.4  Tenant  waives all claims  against  Landlord  by reason of the
complete or partial taking of the Leased  Premises and hereby  relinquishes  and
assigns unto Landlord any rights and damages to which Tenant  might.otherwise be
entitled  for  condemnation  of the  leasehold  estate  created  by this  Lease;
provided, however, that Tenant shall nevertheless be entitled to make any claims
which Tenant may have against the condemning  authority for relocation  damages,
damages for tenant  improvements and any other payments  lawfully due tenants as
such, without diminution of the sums due Landlord.

      22.  NO  OBSTRUCTIONS.  Tenant  shall not  obstruct  the  entrance  drive,
sidewalks,  parking  areas,  or loading  areas,  nor allow the stairs within the
Leased  Premises,  or the internal  halls to be  obstructed or encumbered in any
manner.


                                       12
<PAGE>



      23.  SIGNS. No signs,  advertising,  notices or other  lettering  shall be
exhibited, inscribed, painted or affixed by Tenant on any part of the outside of
the  Improvements  or anywhere  on the Real  Estate,  without the prior  written
consent  of  Landlord,  which  consent  shall not be  unreasonably  withheld  or
delayed,  and where  required by law without  proper  license and  permission by
municipal and  governmental  agencies  regulation  the same.  However,  Landlord
hereby consents to Tenant's placing and maintaining any appropriate sign next to
the  entrance  drive of the Leased  Premises  during the Lease Term,  subject to
compliance with applicable governmental regulations.

      24.  NON-DISTURBANCE  AND  ATTORNMENT.  Landlord and the Authority  hereby
represent and warrant that neither  Landlord nor the Authority are in default of
any of the terms,  conditions,  or provisions of the Sale Agreement, and neither
Landlord nor the Authority are aware of any condition which, with the passing of
time,  would give rise to a default by either  party  under the Sale  Agreement.
Both Landlord and the Authority  shall give prompt  written  notice to Tenant of
any default by either party under the Sale Agreement.

           Landlord,  the  Authority and Mortgagee  hereby represent and warrant
that neither Landlord, the Authority, nor the Mortgagee are in default of any of
the  terms,  conditions,  or  provisions  of the  Loan  Agreement,  and  neither
Landlord,  the  Authority,  nor the Mortgagee are aware of any condition  which,
with the passing of time, would give rise to a default by either party under the
Loan  Agreement.  Landlord,  the Authority,  and the Mortgagee shall give prompt
written notice to Tenant of any default by any party under the Loan Agreement.

           So long as Tenant is not in  default of any of the terms, conditions,
or provisions of this Lease,  Tenant shall not, by reason of  foreclosure of the
mortgage in favor of  Mortgagee,  acceptance  by  Mortgagee of a deed in lieu of
foreclosure,  or the exercise of any remedy provided in the Loan Agreement,  the
mortgage  in favor of  Mortgagee,  or in the Sale  Agreement,  be  disturbed  in
Tenant's occupancy of the Leased Premises during the Lease Term.

            Tenant  shall  attorn to and  recognize  as  Tenant's  landlord  the
Authority,  the  Mortgagee,  any  purchaser at a  foreclosure  or judicial  sale
relating to the mortgage in favor of Mortgagee or the debt secured  thereby,  or
any  transferee by deed or assignment in lieu thereof,  and its  successors  and
assigns.

      25. MORTGAGE SUBORDINATION. This Lease shall be subject and subordinate at
all times to the lien of any mortgage,  or any other hypothecation for security,
given or to be given, now on record or to be hereafter placed on the property of
which the Leased  Premises  are a part,  without  the  necessity  of any further
instrument  or act of the part of the Tenant to effectuate  such  subordination.
Tenant  hereby  covenants and agrees to execute and deliver,  upon demand,  such
instrument or instruments  evidencing  such  subordination  of this Lease to the
lien of any such mortgage or mortgages,  as shall be desired by any mortgagee or
proposed mortgagee and to further effectuate this covenant, Tenant


                                       13
<PAGE>


hereby  appoints and constitutes  Landlord to act as Tenant's  attorney-in-fact,
authorized irrevocably to execute and deliver any such instrument or instruments
required in this paragraph for and in the name of Tenant.

      26.  COLLECTION  OF  DELINQUENT  RENT.  In the event that it shall  become
necessary  for  Landlord to engage the  services  of an  attorney or  collection
agency to collect  delinquent rent from Tenant,  Tenant shall pay all reasonable
costs  associated  therein,  including  but not limited to  attorneys  fees,  or
collection agency fees,  together with all court costs and disbursement.  Tenant
shall pay, as additional rent, all reasonable  attorneys fees and other expenses
incurred by Landlord in enforcing any of the other obligations under this Lease.

      27.  DEFAULT PROVISIONS. Any of the following events shall be an "Event of
Default" by Tenant under this Lease:

           (a)  If default shall be made in the due and punctual  payment of any
rent or  additional  rent  payable  under  this Lease when and if the same shall
become due and payable, and such default shall continue for a period of ten (10)
days; or

           (b)  If any default shall be made by Tenant in the performance of, or
compliance with, any of the covenants, agreements, terms or provisions contained
in this Lease,  other than those referred to in the foregoing  subparagraph (a),
and such default  shall  continue for a period of thirty (30) days after written
notice thereof from Landlord to Tenant,  or if such default is of a nature which
cannot be cured  within  thirty (30) days,  if Tenant  fails to commence to cure
such default  within thirty (30) days after written notice thereof from Landlord
to Tenant, and thereafter fails to diligently cure such default; or

           (c)  If the Leased  Premises  shall be  deserted or vacated by Tenant
prior to the expiration of the Lease Term; or

           (d)  If a voluntary or  involuntary  petition in bankruptcy  shall be
filed by or against  Tenant,  or if Tenant  shall be  adjudicated  a bankrupt or
insolvent,  or shall make an assignment  for the benefit of creditors,  or shall
file  any   petition  of  answer   seeking  any   reorganization,   arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under the
present  or any  future  federal or state  insolvency  act,  all of which is not
either dismissed or terminated within sixty (60) days.

           Landlord  may,  upon an Event of  Default,  terminate  this  Lease by
written  notice  to  Tenant,  and the Lease  Term  shall  terminate  on the date
specified  in such  notice,  which date shall not be less than five (5) business
days after the date of the notice.

           27.1  Upon  any  such  termination  of  this  Lease  for an  Event of
Default, Tenant shall quit and peacefully surrender the Leased Premises to


                                       14
<PAGE>


Landlord, and Landlord, upon or at any time after such termination,  may without
further notice,  enter upon the Leased Premises and repossess itself thereof, by
force,  summary proceedings,  ejectment or otherwise,  and may dispossess Tenant
and remove Tenant and all other  persons and property from the Leased  Premises,
without being liable for any prosecution or damage therefor.

           27.2  At any time or from time to time after such  termination  after
an Event of Default, Landlord may relet the Leased Premises or any part thereof,
in the name of  Landlord  or  otherwise,  for such term or terms  (which  may be
greater or less than the period  which  would  otherwise  have  constituted  the
balance of the Lease Term) and on such conditions and at such rental as Landlord
in its discretion shall deem to be appropriate.

           27.3  No such  termination of this Lease after an Event of Default or
re-entry by Landlord, whether or not the Leased Premises be relet, shall relieve
Tenant of its liability and  obligations  under this Lease;  such  liability and
obligations  shall survive any such  termination  or re-entry and shall continue
during the remainder of the Lease Term.

           27.4  For the purpose of reletting the Leased Premises after an Event
of  Default,  Landlord  may make such  repairs to the Leased  Premises as may be
necessary  to place the same in good order.  Tenant  shall be liable to Landlord
for the  reasonable  cost of such repairs and  alterations,  and all expenses of
reletting. If the sum realized from the reletting is insufficient to satisfy the
rent and additional rent required by this Lease,  Tenant shall be liable for the
deficiency,  which the Landlord may require  Tenant to pay either month by month
or in a lump  sum in  advance.  Tenant  shall  not be  entitled  to any  surplus
accruing as a result of the reletting.

           27.5  Tenant  shall pay all  reasonable  costs,  including  attorneys
fees,  collection  agency  fees,  court  costs and  disbursements  that shall be
incurred by Landlord in collecting delinquent rent or additional rent, obtaining
possession and other expenses incurred by Landlord in enforcing any of the other
obligations and covenants under this Lease including, but not limited to, Events
of Default.

           27.6  No acceptance of full or partial rent during the continuance of
any Event of Default, shall constitute a waiver of any such Event of Default.

      28.  LANDLORD'S  DEFAULT.  In the event  that  Landlord  shall fail in any
material respect to perform or observe any covenant or condition  required to be
performed  by  Landlord  under the terms and  provisions  of this  Lease  (which
failure  materially and substantially  affects Tenant's ability to quietly enjoy
the Leased  Premises),  and such failure is not cured  within  fifteen (15) days
after written notice shall have been given by Tenant to Landlord, Tenant may, at
its option,  terminate  this Lease at the end of such fifteen (15) day period or
invoke any of Tenant's other remedies at law or in equity; provided, however, if
Landlord's  obligation  is of such nature that more than  fifteen  (15) days are
required for its


                                       15
<PAGE>


performance,  then Landlord shall be deemed to have complied with said notice if
Landlord shall commence such performance within said fifteen (15) day period and
thereafter proceeds diligently to prosecute the same to completion.

          28.1  A termination of this Lease  by Tenant due to Landlord's default
shall not be deemed a waiver by  Tenant of any other  rights or  remedies  which
Tenant may have against Landlord hereunder,  at law or in equity, nor shall such
termination  relieve  Landlord  of its  liability  to Tenant for any  damages or
losses Tenant has suffered by reason of failure to perform.

      29. NOTICES. All notices required under this Lease shall be in writing and
shall be sent by United States certified mail, return receipt requested, postage
pre-paid, or hand delivered, to the addresses of Landlord or Tenant, as the case
may be, set forth in the  preamble  to this Lease,  or to such other  address as
such party may in writing designate.

      30. SECURITY DEPOSIT. As security for the performance by Tenant of all the
terms and conditions to be performed by Tenant hereunder,  Tenant has heretofore
deposited with Landlord the sum of Twenty Thousand Dollars  ($20,000.00),  which
sum shall be returned to Tenant upon the expiration of the Lease Term or earlier
termination of this Lease, provided Tenant has fully completed such performance.
In the event of the sale or transfer of the Leased Premises, Landlord shall have
the right to transfer the security  deposit to its  successor for the benefit of
Tenant,  and upon such transfer,  Tenant  acknowledges  and agrees that Landlord
shall be released by Tenant from all  liability  for the return of said security
deposit.

      31. HOLDING OVER BY TENANT.  If Tenant shall  remain in  possession of the
Leased Premises after the expiration of the Lease Term,  without having executed
a new or renewal  lease,  such  holding  over shall not  constitute a renewal or
extension of this Lease and Landlord  shall,  at its option,  be entitled to all
remedies  available at law against a tenant  holding over, or may elect to treat
the  holding  over as a tenancy  from  month-to-month,  subject to all terms and
conditions  of this Lease,  except as to  duration,  but this shall not preclude
Landlord  from  increasing  the  monthly  base rent amount  during the  holdover
period. Tenant shall be deemed to remain in possession until it shall vacate and
surrender the Leased  Premises to the Landlord as described in  paragraphs  11.2
and 17.3.

      32. REMEDIES  CUMULATIVE.  All  of  the  remedies  hereinbefore  given  to
Landlord  and all rights  and  remedies  given by law and/or in equity  shall be
cumulative  and  concurrent.  No  determination  of this  Lease or the taking or
recovering of the Leased Premises shall deprive  Landlord of any of its remedies
or actions  against  Tenant  for rent due at the time or which,  under the terms
hereof, would in the future become due as if there has been no determination, or
for any and all sums due at the time or which, under the terms hereof,  would in
the  future  become  due as if there  has been no  determination,  nor shall the
bringing  of any  action  for rent or breach of  covenant,  or the resort to any
other remedy herein


                                       16
<PAGE>


provided  for the  recovery  of rent be  construed  as a waiver  of the right to
obtain possession of the Leased Premises.

      33. QUIET POSSESSION.  Landlord  covenants that Tenant, on paying the said
rent,  and  performing  the covenants  aforesaid,  shall and may  peacefully and
quietly  have,  hold and enjoy the said Leased  Premises  during the Lease Term,
without  hindrance  or  interruption  by Landlord or any other person or persons
lawfully claiming through, by, or under Landlord.

      34. INTEGRATION  AND  GOVERNING  LAW.  This Lease  constitutes  the entire
agreement  between the parties hereto and there are no  understanding,  promises
representations or warranties,  oral or written,  relating to the subject matter
of this Lease,  which exist or bind any of the parties hereto,  their respective
heirs,  executors,  administrators,  successors or assigns,  except as set forth
herein.  No  amendment,  change or addition to this Lease shall be binding  upon
Landlord or Tenant unless  reduced to writing and signed by both parties.  It is
mutually  understood  and  agreed  that  this  Lease  shall  be  interpreted  in
accordance  with  the  laws of the  Commonwealth  of  Pennsylvania  and  that no
presumption  shall be deemed to exist in favor or against either party hereto as
a result of the preparation or negotiation of the same.

      35. BINDING  EFFECT;  SEVERABILITY.  The covenants and  agreements  herein
contained  are  binding  on  the  parties  hereto  and  upon  their   respective
successors,  heirs,  executors,  administrators  and  assigns.  If  any  of  the
provisions of this Lease are determined by a court of competent  jurisdiction to
be  illegal or  unenforceable,  the  remaining  provisions  of this Lease  shall
continue to be effective.

      36. NO WAIVER OF  ENFORCEMENT.  Landlord shall have the right all times to
enforce the covenants and provisions of this Lease in strict accordance with the
terms hereof,  notwithstanding any conduct or custom on the part of the Landlord
in refraining from so doing at any time or times; and, further, that the failure
of Landlord at any time or times to enforce its rights under said  covenants and
provisions strictly in accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the specific terms, provisions
and covenants of this Lease or as having in any way or manner modified the same.

      37. FORCE MAJEURE.  In the event that Landlord or Tenant shall be delayed,
hindered in or prevented from the  performance of any act required  hereunder by
reason of acts of God, strikes, blackouts, labor troubles,  inability to procure
materials,  failure  of power,  restrictive  governmental  laws or  regulations,
riots, insurrection,  the act, failure to act or default of the other party, war
or other reason  beyond their  control,  then  performance  of such act shall be
excused  for the period of the delay and the period for the  performance  of any
such act shall be extended for a period  equivalent  to the period of such delay
but in no event shall


                                       17
<PAGE>


this clause  postpone,  delay or excuse payment of rent by Tenant to Landlord or
taxes to the proper governmental authority.

      38. RECORDING.  This Lease shall not be recorded in any public office, but
upon the  request of either  party  hereto,  the other  party  shall join in the
execution  of a  memorandum  or short  form of this  Lease  for the  purpose  of
recording. The memorandum or short form of this Lease shall comply with the laws
of the Commonwealth of Pennsylvania  and shall describe the parties,  the Leased
Premises and the Lease Term and shall incorporate this Lease by reference.

      39.  HEADINGS;  CONSTRUCTION.  Captions of the paragraphs or parts of this
Lease are for  convenience  only,  and shall not be considered or referred to in
resolving questions of interpretation or construction. The language in all parts
of this Lease shall in all cases be construed as a whole and in accordance  with
its fair meaning, and shall not be construed strictly for or against Landlord or
Tenant.

      40.  COUNTERPARTS.  The Lease, and the required  consents of the Authority
and Mortgagee  hereto,  may be executed in counterparts,  each of which shall be
deemed an original, all of which shall be deemed one and the same document.

           IN WITNESS  WHEREOF,  the  parties have  hereunto set their hands and
seals as of the day ind year first above mentioned.

Witnesses:                                      LANDLORD:

/s/ Thomas M. Giuliani                          /s/ John E. Meggitt
------------------------                        ---------------------------
                                                John E. Meggitt

/s/ Thomas M. Giuliani                          /s/ Dorothy Meggitt
------------------------                        ---------------------------
                                                Dorothy Meggitt

                                                TENANT:

                                                Prophet 21, Inc. a New Jersey
                                                business corporation

(Corporate Seal)

Attest: /s/ Thomas M. Giuliani                  By: /s/ Charles L. Boyle, III
        ----------------------                      -------------------------




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