LEASE AGREEMENT
                                 ---------------

                         LANDLORD: Beiler-Campbell Inc.

                         TENANT:   First National Bank of Chester County

                         CENTER:   Beiler-Campbell Center - PhaseII


ARTICLE I :  GRANT AND BASIC TERMS.............................................1
         1.1.     Basic Terms and Definitions..................................1
         1.2.     Grant of Leasehold...........................................3
         1.3.     Commencement of Lease........................................3
         1.4.     Common Areas.................................................3
         1.5.     Commencement of Minimum Rent and Additional Rent.............4
         1.6.     Lease Term...................................................4
         1.7.     Condition of Leased Premises.................................4
         1.8.     Tenant's Work................................................5
         1.9.     Center Provisions............................................5
         1.10.    Option To Renew.................... .........................5

ARTICLE II :  RENT.............................................................5
         2.1.     Minimum Rent.................................................5
         2.2.     Percentage Rent.  (Intentionally Omitted)....................6
         2.3.     Gross Receipts Defined.  (Intentionally Omitted).............6
         2.4.     Tenant's Records.   (Intentionally Omitted)..................6
         2.5.     Audit.   (Intentionally Omitted).............................6
         2.6.     Taxes and Insurance..........................................6
         2.7.     Interest on Delinquent Rent..................................7
         2.8.     Late Fee.....................................................7
         2.9.     Returned Checks..............................................7

ARTICLE III :  CONDITION OF LEASED PREMISES....................................8
         3.1.     Landlord's Obligations.  [Intentionally Omitted.
                                            See section 1.06]..................8
         3.2.     Landlord's Work..............................................8

ARTICLE IV :  CONDUCT OF BUSINESS..............................................8
         4.1.     Use of Leased Premises.......................................8
         4.2.     Operation of Business........................................8

ARTICLE V :  COMMON AREAS......................................................8
         5.1.     Control of Common Areas by Landlord..........................8
         5.2.     Common Area Maintenance Contribution.........................9
         5.3.     Definitions..................................................9

ARTICLE VI :  ALTERATIONS, LIENS AND SIGNS....................................10
         6.1.     Alterations.................................................10
         6.2.     Tenant Shall Discharge All Liens............................10
         6.3.     Signs, Awnings and Canopies.................................11

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ARTICLE VII :  MAINTENANCE OF LEASED PREMISES, SURRENDER AND RULES............11
         7.1.     Maintenance, Repair, and Replacement by Tenant..............11
         7.2.     Maintenance by Landlord.  [Intentionally omitted]...........12
         7.3.     Surrender of Leased Premises................................12
         7.4.     Rules and Regulations.......................................12

ARTICLE VIII :  INSURANCE AND INDEMNITY.......................................14
         8.1.     Casualty Insurance..........................................14
         8.2.     Waiver of Subrogation.......................................14
         8.3.     Increase in Fire Insurance Premiums.........................14
         8.4.     Liability Insurance.........................................14
         8.5.     Indemnification of Landlord.................................15
         8.6.     Plate Glass Insurance.......................................15
         8.7.     Liquor Liability Insurance..................................15
         8.8.     Insurance Policy............................................15

ARTICLE IX :  UTILITIES.......................................................16
         9.1.     Utility Charges.............................................16

ARTICLE X :  PRIORITY OF LEASE................................................16
         10.1.    Subordination...............................................16
         10.2.    Notice to Landlord of Default...............................17
         10.3.    Estoppel Certificate........................................17
         10.4.    Attornment..................................................18

ARTICLE XI :  ASSIGNMENT AND SUBLETTING.......................................18
         11.1.    Consent Required............................................18

ARTICLE XII :  WASTE, GOVERNMENTAL AND INSURANCE REQUIREMENTS.................19
         12.1.    Waste or Nuisance...........................................19
         12.2.    Governmental and Insurance Requirements.....................19
         12.3.    Hazardous Substances........................................19

ARTICLE XIII :  PROMOTION FUND................................................21
         13.1.    [Intentionally Deleted].....................................21

ARTICLE XIV :  DESTRUCTION OF LEASED PREMISES.................................21
         14.1.    Partial Destruction.........................................21
         14.2.    Substantial Destruction.....................................21
         14.3.    Destruction of Center.  [Intentionally Omitted].............21

ARTICLE XV :  EMINENT DOMAIN..................................................21
         15.1.    Condemnation................................................21

ARTICLE XVI :  DEFAULT OF TENANT..............................................22

         16.1.    Tenant's Default............................................22
         16.2.    Remedies....................................................23
         16.3.    Further Remedies of Landlord:...............................24
         16.4.    Legal Expenses:.............................................27
         16.5.    Failure to Pay; Interest....................................27

ARTICLE XVII :  ACCESS BY LANDLORD............................................27
         17.1.    Right of Entry..............................................27

ARTICLE XVIII :  TENANT'S PROPERTY............................................27
         18.1.    Taxes on Leasehold..........................................27
         18.2.    Loss and Damage.............................................28

                                       2
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         18.3.    Notice by Tenant............................................28

ARTICLE XIX : HOLDING OVER; SUCCESSORS........................................28
         19.1.    Holding Over................................................28
         19.2.    Successors and Assigns......................................28

ARTICLE XX :  QUIET ENJOYMENT.................................................28
         20.1.    Landlord's Covenant.........................................28

ARTICLE XXI :  MISCELLANEOUS..................................................29
         21.1.    Waiver......................................................29
         21.2.    Accord and Satisfaction.....................................29
         21.3.    No Partnership..............................................29
         21.4.    Force Majeure...............................................29
         21.5.    Landlord's Liability........................................29
         21.6.    Notices and Payments........................................30
         21.7.    Financial Statements........................................30
         21.8.    Captions and Section Numbers................................30
         21.9.    Definitions.................................................30
         21.10.   Partial Invalidity..........................................31
         21.11.   Recording...................................................31
         21.12.   Entire Agreement............................................31
         21.13.   Jury Trial; Claims; Survival................................31
         21.14.   Applicable Law..............................................32
         21.15.   Consents and Approvals......................................32
         21.16.   Authority...................................................32
         21.17.   Interpretation..............................................32
         21.18.   Brokers.....................................................33

ARTICLE XXII :  SECURITY AND RENT DEPOSITS....................................33
         22.1.    Amount of Security Deposit..................................33
         22.2.    Use and Return of Security Deposit..........................33
         22.3.    Rent Deposit................................................34

ARTICLE XXIII :  TENANT AND COVENANTS; EASEMENTS..............................34
         23.1.    Tenant Covenants............................................34
         23.2.    Landlord Covenant...........................................34
         23.3.    Easements...................................................34



EXHIBITS
--------
        The Center's Overall Development Plan..........................Exhibit A
        Leased Area Diagram............................................Exhibit B
        Disclosure For Confession of Judgment..........................Exhibit C
        Estoppel Certificate...........................................Exhibit D
        Construction Requirements for Tenant's Improvements............Exhibit E

                                       3
<PAGE>

                                 LEASE AGREEMENT
                                 ---------------

THIS LEASE  AGREEMENT  (the  "Lease") is entered into  pursuant to the following
terms and conditions:

                        ARTICLE I: GRANT AND BASIC TERMS

1.1. Basic Terms and Definitions.
     ---------------------------
     This Lease is subject to the following basic terms and definitions:

          (a) Date of Lease: May 1, 2007

          (b) Landlord: Beiler-Campbell Inc

              Address:                    402 Bayard Road
                                          Kennett Square, PA 19348
                                          Attn: Brian Campbell
                                          Phone:    610 444 7600

              Tax ID Number:              23-274000

          (c) Tenant:                     First National Bank of Chester County
              Branch Address:             904 E Baltimore Pike
                                          Kennett Square, PA 19348

              Billing and Notices Address:PO Box 523
                                          West Chester, PA  19381
                                          Attn:  Vice President Real Estate

              Tax I.D. Number:            23-1209886

          (d) Center:                     Beiler-Campbell Center - Phase II
              Address:                    904 E Baltimore
                                          Pike Kennett Square, PA 19348

          (e) Tenant's "Leased Premises": Pad Site highlighted and identified on
                                          Exhibit "B."

          (f) Rental Term: 10 years,  subject to adjustment  pursuant to Section
          1.05 and subject to validly exercised  Renewal Term(s)  consisting of;
          Three  consecutive five year renewal periods and one four year renewal
          period. (the "Renewal Term" or "Renewal Terms.")

          (g) Construction Commencement Date: subject to Section 1.06

                                       1
<PAGE>

          Lease Commencement Date: May 1, 2007 subject to Sections 1.02 and 1.05
          Lease  Expiration  Date:  April 30, 2017 subject to Sections  1.02 and
          1.05 Rent Commencement Date: May 1. 2007 subject to Section 1.04

          Once actual dates are known, these dates shall be confirmed in writing
          by both parties as required by Section 1.02.

          (h) Minimum Monthly Rent:  $10,0000.00  (see Section 2.01) Due 1st day
                                     of each month:

          See Rent Schedule attached as APPENDIX 1.
          ---                           ----------
          Minimum Annual Rent:  $120,000.00 See Rent Schedule attached as
                                            ---
                                APPENDIX 1.
                                ----------

          (i) Option(s) to Renew: See Section 1.09. Three  consecutive five year
          renewal periods and one four year renewal period

          (j) Use of Leased  Premises (see Section 4.01):  Retail Bank Branch or
          other  commercial use consistent with the operation or  administration
          of a state or federally chartered bank.

          (k) Trade Name of Tenant (see Section  4.01):  First  National Bank of
          Chester County

          (l) "Broker": B.K. Campbell, Inc. (see Section 21.18)

          (m) Security Deposit None (see Section 22.01)

          (n) Rent Deposit: None (see Section 22.03)

          (o)  "Additional  Rent":  Landlord  will provide  reasonably  detailed
          estimates  of  Tenant's  proportionate  contributions  for Common Area
          Operating  Costs,  and other common  charges no later than thirty (30)
          days before the Lease Commencement Date.

          (p) Late Fee on Rent and Other Charges (See Section 2.08): 5% after 10
          days late

          (q) Returned Check Fee (See Section 2.09): $50.00

          (r) CAM Admin Fee (See Section 5.03): 7.5% of Total CAM Costs

          (s) Condition of Leased Premises. See Section 1.06.


                                       2
<PAGE>

1.2. Grant of Leasehold.
     ------------------
          Landlord  hereby  demises and leases to Tenant,  and Tenant rents from
     Landlord,  the Leased  Premises  as  depicted  on  Exhibit  "B." The Leased
     Premises is within the Center,  the overall  Development  Plan for which is
     attached as Exhibit "A," subject to all of the terms and conditions of this
     Lease.

1.3. Commencement of Lease.
     ---------------------
          The Lease Term shall commence on the date that Landlord  substantially
     completes  Landlord's Work (hereinafter "Lease Commencement Date"). As used
     in this Lease, the terms (i) "Landlord's Work" shall mean the completion of
     all common site work applicable to the Leased Premises.  "Common Site Work"
     shall include the following:  (i) clearing and grading the Leased  Premises
     including  the  Limited  Common  Area) to  within  six  inches  of  grading
     standards  required  by  applicable  code,  (ii)  providing  temporary  and
     permanent water (domestic and fire), fire hydrants  including lateral lines
     to within five (5) feet of the Leased Bank Pad; (iii)  installation of fire
     hydrants in a number and in such places as the local governing jurisdiction
     shall require,  including  lateral lines within five (5) feet of the Leased
     Bank Pad;  (iv)  providing  main  trunk  sanitary  and storm  sewer  lines,
     permanent  electric,  gas and telephone service within five (5) feet of the
     Leased Bank Pad, and  underground  pipes and off site and on site storm and
     flood water  detention  areas and catch  basins;  (v) providing the parking
     lot,  sidewalk and interior roads (including  entrances and exit driveways,
     but excluding  building  sidewalks,  loading  docks and loading  ramps) and
     curbs  associated  therewith,  all as shown on Exhibit A, (vi)  providing a
     parking lot lighting  system,  parking lot  identification  signs,  traffic
     control signs and entrance and exit signs; (vii) providing  landscaping for
     all nonbuilding areas including trees, shrubs,  planters within the parking
     and driving  areas,  (viii) off site  improvements  including any necessary
     road  improvements,   traffic  signals,   median  cuts,   acceleration  and
     deceleration  lanes as shown on Exhibit  A.  "Substantially  complete"  and
     "substantial  completion"  shall mean the date that the Landlord's Work has
     been  completed in compliance  with all  applicable  Township  regulations,
     ordinances,  and  laws,  with the  exception  of minor  items  which can be
     completed without material  interference of the installation of fixtures or
     improvements  for Tenant's  business.  Upon  substantial  completion of the
     foregoing and Tenants obtaining all required governing  approvals including
     approval  of The Office of the  Comptroller  of the  Currency  (OCC);  such
     approvals  to be obtained no later than April 30, 2007,  the parties  shall
     sign a Tenant  Estoppel  Certificate in the form attached hereto as Exhibit
     "D" that establishes the Lease  Commencement  Date, Rent Commencement Date,
     and expiration of the Term and Renewal Periods.

1.4. Common Areas.
     ------------
          (a) Use of  Common  Areas.  The use and  occupation  by  Tenant of the
     Leased  Premises  shall  include the use,  in common  with others  entitled
     thereto,  of the Common  Areas (as  defined in  Section  5.03),  employees'
     parking areas,  service roads,  loading  facilities,  sidewalks  within the
     Center (other than sidewalks appurtenant to Tenant's Building) and customer
     car  parking  areas of the  Center,  and such  other  facilities  as may be
     designated from time to time by Landlord,  subject,  however,  to the terms
     and conditions of this Lease.  Landlord may designate  certain  portions of

                                       3
<PAGE>

     the parking  areas as reserved  for use of certain  tenants or customers of
     certain  tenants.  All parking  rights are also  subject to all  applicable
     local rules,  regulations,  and  ordinances.  Landlord shall not permit any
     construction,   plantings   or  truck  or  delivery   parking   within  the
     cross-hatched  area on Exhibit "B" that will  impede or  obstruct  any site
     lines or vehicle or pedestrian  vision of the Building or Tenants  approved
     signage.

          (b) Limited Common Area.  Limited Common Area is that area depicted on
     Exhibit  "B,"  attached  hereto,  that is designed  exclusively  for use by
     Tenant in connection  with the Leased  Premises.  Where  applicable,  it is
     specifically  intended that Tenant's  parking areas and sidewalks  shall be
     considered  part of the  Limited  Common Area and any  "drive-thru"  window
     facilities,  sidewalks  and  loading  dock areas  appurtenant  to  Tenant's
     Building  shall  be  considered  part of the  Leased  Premises.  Costs  for
     maintenance,  repair, replacement and any and all other expenses associated
     with the Limited Common  Elements  shall,  unless  otherwise  determined by
     Landlord,  be  considered  part of the costs of the Common Areas and shared
     proportionately among all tenants within the Center.

1.5. Commencement of Minimum Rent and Additional Rent;Delay Payment
     --------------------------------------------------------------
          Tenant's  obligation to pay Minimum Rent shall commence on May 1, 2007
     (hereinafter  the "Rent  Commencement  Date").  Tenant's  obligation to pay
     Additional Rent shall also commence on the Rent Commencement Date.

          Concurrently  with the date of this Lease,  Tenant  shall pay Landlord
     Eighty  Thousand  Dollars  ($80,000) as payment to Landlord of compensation
     ----------------            -------
     lost by Landlord by reason of Tenant's  extended delay selecting the Leased
     Premises for a bank branch site and entering into this Lease.

1.6. Lease Term.
     ----------
          The term of this Lease shall commence on the Lease  Commencement Date,
     continue  for Ten  (10)  years  beginning  on the  Rent  Commencement  Date
     (subject, if applicable,  to validly exercised Renewal Terms). In the event
     the Rent  Commencement  Date is other than the first day of the month,  the
     period  between  the Rent  Commencement  Date and the first full day of the
     first full month next  succeeding  shall be added to the Rental  Term,  and
     therefore, the first year of the Rental Term shall be deemed to be extended
     to include such partial month and the following twelve (12) months so as to
     end on the last day of the month.

1.7. Condition of Leased Premises.
     ----------------------------
          Landlord shall make all  commercially  reasonable  efforts to complete
     the Center within  eighteen (18) months from the date that adequate  public
     sewage capacity is available for the Center.  Tenant shall take and use the
     Leased  Premises on an "as is" basis,  provided that Landlord shall warrant
     that the  Leased  Premises  shall be  delivered  to Tenant  in  substantial
     compliance with all building and other applicable  municipal codes or laws,
     which  warranty  shall  remain in effect for a period of one (1) year after
     the Rent Commencement Date.

                                       4
<PAGE>

1.8. Tenant's Work.
     -------------
          Other than  Landlord's  Work,  Tenant  shall make all other  necessary
     improvements  to  the  Leased  Premises  to  operate   Tenant's   business,
     including, but not limited to, the construction of a building on the Leased
     Premises and the  installation of sewer,  water and any other utilities not
     provided by Landlord as part of Landlord's Work ("Tenant's Work"). Tenant's
     Work shall be subject at all times to  Landlord's  approval  and all of the
     terms and conditions contained in Exhibit "E" attached to, and incorporated
     into,  this Lease,  and any  limitations  expressed  in the notes listed on
     Exhibit "B."

1.9. Center Provisions.
     -----------------
          No rights or  remedies  shall  accrue  to  Tenant  arising  out of the
     failure of Landlord to  construct or lease any other parts of the Center or
     from any changes in  occupancy by tenants in the Center.  It is  understood
     that said Exhibit "A" sets forth the general layout of the Center but shall
     not be deemed as a warranty,  representation  or  agreement  on the part of
     Landlord  that the  Center  layout  will be  exactly  as  depicted  on said
     Exhibit, and Landlord specifically reserves the right from time to time and
     without  the  consent of Tenant:  (i) to change the  number,  size,  height
     (including  additional  stories) or  locations  of the  buildings or common
     areas in the Center as Landlord may deem  proper;  (ii) to change or modify
     any means of ingress or egress; (iii) construct building(s) and/or kiosk(s)
     on or in the common area;  or (iv) to add  additional  land or buildings or
     both to the Center.

1.10. Option To Renew.
      ---------------
          Provided  Tenant is not in default of any material term,  condition or
     covenant contained in this Lease beyond any applicable cure period,  Tenant
     shall  have the  option of  renewing  this  Lease for the  Renewal  Term or
     Renewal  Terms on the same terms and  conditions  as  provided  herein.  An
     option for a  successive  Renewal Term shall only be capable of exercise in
     the event that the option for the  preceding  Renewal Term has been validly
     exercised.
          Notice  of the  exercise  of such  Option  to Renew  shall be given by
     Tenant to Landlord in writing no later than one hundred  eighty  (180) days
     prior to expiration of the Original Term or the previous Renewal Term.

                               ARTICLE II : RENT

2.1. Minimum Rent.
     ------------
          Minimum Rent  hereunder  shall be as set forth in Section  1.00(h) and
     shall be payable in monthly  installments  in advance,  without set off, on
     the first day of each and every  month  throughout  the Lease Term from the
     Rent  Commencement  Date at the office of  Landlord  or at such other place
     designated  by  Landlord,  without any prior  demand.  Minimum Rent for any
     fractional month shall be prorated and payable in advance.  For purposes of
     this Lease,  the Gross Leasable Area of the Leased Premises shall be deemed
     to be that set forth in Section 1.00(e).

                                       5
<PAGE>


2.2. Percentage Rent. (Intentionally Omitted)
     ---------------
2.3. Gross Receipts Defined. (Intentionally Omitted)
     ----------------------
2.4. Tenant's Records. (Intentionally Omitted)
     ----------------
2.5. Audit. (Intentionally Omitted)
     -----
2.6. Taxes and Insurance.
     -------------------
          Tenant shall pay to Landlord as Additional Rent (i) its  proportionate
     share of real estate taxes, special taxes and assessments and all insurance
     for the Center  (excluding  any  tenants  separately  taxed or charged  for
     insurance)  and (ii) any  separate  or  special  assessment  related to the
     Building.  If the ground  that  constitutes  the Leased  Premises  shall be
     assessed  as  a  separate  parcel  for  real  estate  tax  purposes,  then,
     notwithstanding the obligations  described in subsection (i), above, Tenant
     shall  (in  lieu of the  obligation  to pay a  proportionate  share of real
     estate taxes  applicable to the Center) pay 100% of any taxes on the Leased
     Premises  directly to the local taxing  jurisdiction  on or before the last
     day before any  penalties  or interest  for late payment may be assessed or
     charged.  Insurance shall include all risk coverage, fire insurance for the
     full replacement value of the improvements, extended coverage and all other
     perils  coverage,  loss of rents coverage,  plus all endorsements and other
     coverages required as the result of the operation of the Center by Landlord
     and all  Tenants.  Landlord  shall  notify  Tenant  of the  amount  of such
     charges,  including  with such  notification  copies  of tax and  insurance
     bills,  and Tenant shall pay Landlord such amounts within fifteen (15) days
     from the date of notice to it by Landlord.  Tenant's proportionate share is
     the  fraction,  the  numerator of which is the Gross  Leasable  Area in the
     Leased  Premises and the  denominator  of which is the total Gross Leasable
     Area of the Center  (excluding any tenants  separately taxed or charged for
     insurance),  provided  that if the  taxes  for  the  Center  are  increased
     materially because of assessment of Tenant's  improvements at a higher rate
     than other  tenants in the  Center,  Tenant  agrees to pay any such  excess
     taxes  and  provided  further  that  Tenant  shall be  responsible  for all
     additional fire insurance premiums as set forth in Section 8.03.  Landlord,
     at  Landlord's  option,  may  bill  Tenant  on a  monthly  basis  based  on
     one-twelfth  (1/12) of the estimated  annual amount for taxes and insurance
     as  estimated  by  Landlord,  and  Tenant  shall  pay said cost for tax and
     insurance  with  monthly  Minimum  Rent on the first  day of each  month in
     advance.  The initial estimate shall be as set forth in Section 1.00(o). In
     the event that Tenant's payments in such year exceed Tenant's proportionate
     share of the actual tax and insurance  costs,  Tenant shall be credited the
     amount of the overpayment.  If Tenant's  proportionate  share of the actual
     tax and  insurance  costs exceeds the payments made in such year by Tenant,
     Tenant  shall pay the  difference  to Landlord  within  thirty (30) days of
     receiving a detailed statement therefor from Landlord or Tenant shall be in
     default  of the  Lease.  In the event  Tenant  does not make  said  payment
     monthly,  Tenant  shall be in default  of this  Lease.  Additionally,  with
     respect to taxes:

          (a) Right to Contest  Assessments.  Landlord  may  contest any and all
              -----------------------------
     such  real  estate  taxes.  If the  result of any such  contest  shall be a
     reduction in the amount of the real estate taxes so contested, that portion
     of any refund,  reduction,  credit or recovery from the taxing  authorities
     with respect to such real estate taxes which is in the same  proportion  of
     the total  refund or recovery as Tenant's  share of taxes,  shall belong to

                                       6
<PAGE>

     Tenant,  and the balance shall belong to Landlord.  The reasonable  cost of
     any such contest shall be paid as Additional Rent in the same proportionate
     share as the real estate taxes are paid.

          (b) Real Estate Tax. Real estate tax means:  (i) any fee, license fee,
              ---------------
     license tax,  business license fee,  commercial  rental tax, levy,  charge,
     assessment,  penalty or tax  imposed by any  taxing or  judicial  authority
     against the Center or land upon which the Center is  located;  (ii) any tax
     or charge for fire protection, streets, sidewalks, road maintenance, refuse
     or other services provided to the Center by any governmental  agency;  (iv)
     any tax imposed upon this transaction, or based upon a re-assessment of the
     Center  due to a  change  in  ownership  or  transfer  of all  or  part  of
     Landlord's  interest in the Center; and (v) any charge or fee replacing any
     tax previously included within the definition of real property tax.

2.7. Interest on Delinquent Rent.
     ---------------------------
          All delinquent  Minimum Rent and Additional Rent and all other charges
     due under this Lease shall  accrue  interest at a rate equal to the maximum
     amount  permitted by law,  irrespective of and in addition to any Late Fees
     charged  pursuant to Article 2.08 of this Lease,  from the due date of such
     payment and shall  constitute other rent payable by Tenant under this Lease
     and shall be paid by Tenant to Landlord  upon demand.  Payment shall not be
     deemed  received if Tenant's  payment is not  actually  collected  (such as
     charges for returned checks).

2.8. Late Fee.
     --------
          In the event that any  monthly  payment of rent  provided  for in this
     Lease is  received  by  Landlord  on or after the tenth  (10th)  day of the
     month,  or any other charge provided for in this Lease shall become overdue
     for a period in excess of ten (10)  days,  Tenant  shall pay to  Landlord a
     late charge of five  ($.05)  cents for each dollar  ($1.00)  overdue,  each
     month that it  remains  overdue,  to cover the extra  expense  involved  in
     handling delinquent payments.

2.9. Returned Checks.
     ---------------
          In the  event  Landlord  receives  a  check  from  Tenant  written  on
     insufficient  funds,  Landlord may charge  Tenant a $50.00 fee to reimburse
     Landlord for its costs and expenses. In the event Tenant has two (2) checks
     returned by the bank, for any reasons whatsoever, Landlord has the right to
     require  all future  payments  from  Tenant to be paid in either  certified
     funds, a bank check or money order.


                                       7
<PAGE>

                   ARTICLE III : CONDITION OF LEASED PREMISES

3.1. Landlord's Obligations. [Intentionally Omitted. See section 1.06].
     ----------------------
3.2. Landlord's Work.
     ---------------
          The  obligation to perform the  Landlord's  Work  described in Section
     1.02 shall  constitute  Landlord's  sole  obligation  to prepare the Leased
     Premises  for  occupancy  by the  Tenant,  unless  otherwise  agreed by the
     Landlord in writing.

                        ARTICLE IV : CONDUCT OF BUSINESS

4.1. Use of Leased Premises.
     ----------------------
          Tenant shall use the Leased  Premises solely for the purpose set forth
     in Section 1.00(j).

4.2. Operation of Business.
     ---------------------
          Tenant shall use its best  efforts to open for business in  accordance
     with Section 4.1 within four (4) months after the Lease  Commencement Date.
     Tenant  shall  operate the Leased  Premises  in good faith  during the Term
     hereof and be open for business to the general public at least six days for
     a minimum  of 40 hours per  week.  Tenant  agrees  not to  operate  another
     location  that is open for business to the general  public for the same use
     as described in 1.00(j)  within a two (2) mile radius of the Center  during
     the Term of this Lease (excluding any In-Store branch operation, which will
     be allowed under this restriction)

                            ARTICLE V : COMMON AREAS

5.1. Control of Common Areas by Landlord.
     -----------------------------------
          The  Common  Areas as  defined  in this  Lease  shall at all  times be
     subject to the exclusive  control and management of Landlord,  and Landlord
     shall have the right  from time to time to  establish,  revoke,  modify and
     enforce reasonable rules and regulations with respect to all or any part of
     said  facilities.  Landlord  shall  also have the right to close all or any
     portion of said areas or  facilities  to such extent as may, in the opinion
     of  Landlord's  counsel,  be legally  sufficient  to  prevent a  dedication
     thereof or the  accrual of any rights to any person or the public  therein;
     and  to  do  and  perform  such  other  acts  in  and  to  said  areas  and
     improvements,  and/or  revise  and  develop  the same,  as  Landlord  shall
     determine  to  be  advisable,  with  a  view  to  the  improvement  of  the
     convenience  and  use  thereof  by the  tenants  of the  Center  and  their
     customers,  provided  proper access to the Leased  Premises is  maintained.
     Notwithstanding  the foregoing,  Landlord will in all cases maintain access
     to Route 1 and Bayard Road for  ingress  and egress from all Common  Areas.
     Additionally,  Landlord shall create and maintain a Site and Directory Sign
     (Appendix II) and Tenants  identity shall appear at the top of the sign and
     occupy 1/6th (.167%) of the Signs capacity.  Concurrently  with the date of
     this Lease,  Landlord and the owner ("Adjacent  Owner") of the lot on which
     is located the Access Easement shown on Exhibit "A" (the "Access  Easement)

                                       8
<PAGE>

     shall execute and record in the Recorder of Deeds Office of Chester  County
     an access easement (reasonably acceptable to Tenant) granting non-exclusive
     perpetual vehicular access to and from the Leased Premises and Bayard Road.

5.2. Common Area Maintenance Contribution.
     ------------------------------------
          During  each  calendar  year or any portion  thereof  during the lease
     term,  Tenant  will pay to  Landlord  as  Additional  Rent,  subject to the
     limitations  hereinafter  set  forth,  a  proportion  of  the  common  area
     maintenance costs hereinafter  defined based upon the ratio that the square
     feet of Gross  Leasable  Area in Leased  Premises  leased to Tenant  herein
     bears to the total square feet of all of the Gross Leasable Area leased and
     available for lease to all tenants in the Center, excluding for any item of
     costs the square  footage of Gross  Leasable  Area  allocated to any tenant
     responsible for directly paying such costs; provided,  however, if any item
     of common  area  maintenance  cost for the Center is  increased  materially
     because of Tenant's  use,  Tenant  shall  additionally  pay for such excess
     cost.  Tenant's  share of such costs shall be  estimated  by Landlord on an
     annual basis for each calendar  twelve (12) month period ending on December
     31, prorating  fractional years. The initial estimate shall be as set forth
     in  Section  1(o).  Tenant  shall  pay such  estimated  charge  in  monthly
     installments  on the first day of each month in advance,  and shall pay any
     excess  charge  within  thirty (30) days of receiving a detailed  statement
     therefor from  Landlord or Tenant shall be in default of the Lease.  In the
     event that  Tenant's  payments in such year exceed  Tenant's  proportionate
     share of the actual common area maintenance costs,  Tenant will be credited
     the amount of the overpayment. Notwithstanding the foregoing, Tenants share
     of Common  Area  Charges  shall not  include  any  brokers  commission  for
     releasing.

5.3. Definitions.
     -----------
          For the purpose of this  paragraph,  "Common Area  Maintenance  Costs"
     means  the  total  costs  and  expense  incurred  in  operating,  managing,
     maintaining, repairing, relocating, modifying, renovating and replacing the
     Common Areas hereinafter defined, including without limitation the costs of
     maintaining flags, banners,  retaining walls, fences, bird houses, bridges,
     equipment and fees for the  operation of loud speakers and other  equipment
     supplying music to Common Areas,  detention ponds,  fire sprinkler  system,
     utility  lines and  resurfacing  or patching  the  parking  areas and labor
     associated  with line painting,  sidewalks and curbs,  security and traffic
     control,  security alarm systems,  exterior  building painting and repairs,
     public   liability  and  umbrella   insurance,   gardening,   watering  and
     landscaping,  lighting,  maintenance  of  sanitary  control,  all costs for
     utilities to Common Areas,  removal of snow (including removal of snow from
     roof and canopy), ice, drainage, rubbish, and other refuse, costs to remedy
     or comply with governmental and/or hazardous or environmental and hazardous
     waste matters,  or repair or installation of equipment for energy-saving or
     safety  purposes,  reserves for future  maintenance  and repair work (which
     Tenant  hereby  authorizes  Landlord  to  use  as  necessary),   any  costs
     associated with any merchants'  association  for the Center,  Christmas and
     seasonal  decorations,  depreciation  on equipment  and  machinery  used in
     maintenance, cost of personnel required to provide such services, including
     all   wages,   workmen's   compensation   insurance,   employee   benefits,
     unemployment  insurance,  social security insurance,  medical insurance and
     all other taxes and costs of  maintaining  such  employees,  and such other

                                       9
<PAGE>

     items of cost and expense which are relatable to proper  maintenance of the
     Common  Areas,  plus  seven  and  one  half  percent  (7.5%)  of all of the
     foregoing  costs to cover the  administrative  cost  relative to the Common
     Areas.

          "Common Areas" means all areas, space, equipment, and special services
     provided by Landlord  for common or joint use and benefit of the  occupants
     of the Center, their employees,  agents, servants,  customers and invitees,
     including  without  limitation  parking  areas,  access  roads,  driveways,
     retaining walls, fences, bird houses, bridges, landscaped and vacant areas,
     detention ponds,  loading facilities,  pedestrian malls,  walkways,  ramps,
     wash rooms,  fountains,  shelters,  signs, security,  lighting fixtures and
     equipment,  cost of utility service,  and the areas  appurtenant to each of
     the aforesaid,  the Limited Common Area and any other areas  maintained for
     the  benefit  of the  Center.  Landlord  shall have the right to modify the
     Common Areas from time to time as deemed reasonable by Landlord.

                   ARTICLE VI : ALTERATIONS, LIENS AND SIGNS

6.1. Alterations.
     -----------
          The  requirements  of this Section 6.1 shall apply to Tenant's Work as
     described in Section 1.7 and any alterations  thereafter.  Tenant shall not
     make  or  cause  to  be  made  any  alterations,  including  additions  and
     improvements,  to the Leased Premises or to any exterior  signs,  shades or
     awnings  that are  inconsistent  with the style and  features  intended  by
     Landlord to be employed within the Center. Any alterations shall be subject
     to Landlord's written approval and made at Tenant's sole expense.  Any roof
     penetrations  necessitated  by  Tenant's  use of Leased  Premises  shall be
     performed by Landlord's contractor at Tenant's expense only upon receipt of
     Landlord's written approval.  Tenant shall provide its own trash containers
     for construction  debris; use service entrances to the Leased Premises,  if
     any;  conduct no core drillings  during business  hours;  and disrupt other
     tenants as little as possible. Tenant shall secure any and all governmental
     permits,  approvals or authorizations  required in connection with any such
     work and shall hold Landlord  harmless from any and all  liability,  costs,
     damages,   expenses   (including   attorney's  fees)  and  liens  resulting
     therefrom.  All  alterations  (expressly  including all light  fixtures and
     floor  coverings,   heating,   ventilating,  air  conditioning,   plumbing,
     lighting, and electrical systems,  except: trade fixtures, trade appliances
     and trade  equipment  that do not  become a part of the  Leased  Premises),
     shall  immediately  become the property of Landlord.  Tenant shall  utilize
     only licensed contractors or subcontractors.

6.2. Tenant Shall Discharge All Liens.
     --------------------------------
          Tenant shall promptly pay its contractors and materialmen for all work
     done and performed by Tenant,  so as to prevent the assertion or imposition
     of liens  upon or against  the Leased  Premises,  and shall,  upon  request
     provide Landlord with lien waivers, and should any such lien be asserted or
     filed,  Tenant shall bond  against or discharge  the same within sixty (60)
     days after written request by Landlord. In the event Tenant fails to remove
     or bond said lien  within said sixty (60) days,  Landlord  may, at its sole

                                       10
<PAGE>

     option,  elect to satisfy  and  remove  the lien by paying the full  amount
     claimed or  otherwise,  without  investigating  the validity  thereof,  and
     Tenant  shall pay  Landlord  upon demand the amount paid out by Landlord in
     Tenant's behalf,  including  Landlord's costs and expenses with interest or
     Tenant  shall be in default  hereunder.  Landlord's  election to  discharge
     liens as provided  hereunder  shall not be construed to be a waiver or cure
     of Tenant's default hereunder.

6.3. Signs, Awnings and Canopies.
     ---------------------------
          Tenant will not, without  Landlord's  prior written consent,  place or
     suffer to be placed or  maintained  upon the roof or on any exterior  door,
     wall,  window or  sidewalk  of the  Leased  Premises,  any sign,  awning or
     canopy,  or  advertising  matter  or  other  thing of any  kind,  including
     satellite dishes or other communications systems, and will not without such
     consent place or maintain any decoration,  lettering or advertising  matter
     on the glass of any window or door of the  Leased  Premises.  All  exterior
     signs shall be approved in advance by Landlord, which approval shall not be
     unreasonably  withheld,  delayed,  or  conditioned  as long as such signage
     complies with all applicable zoning and municipal regulations applicable to
     such signage,  and is consistent with Tenant's original designs  (completed
     as part of  Tenant's  work  hereunder),  or the  type  of  signs  otherwise
     approved  by  Landlord  within the Center.  All signs,  awnings,  canopies,
     decorations,  lettering,  advertising matter or other thing so installed by
     Tenant shall be professionally made and tasteful in design and shall at all
     times be  maintained  by Tenant,  at its  expense,  in good  condition  and
     repair.

       ARTICLE VII : MAINTENANCE OF LEASED PREMISES, SURRENDER AND RULES

7.1. Maintenance, Repair, and Replacement by Tenant.
     ----------------------------------------------
          Tenant  shall,  at its expense,  at all times  repair,  maintain,  and
     replace (a) the roof,  exterior  walls,  and  foundations  of the  building
     constructed by Tenant on the Leased Premises (the "Building"), the interior
     of the Building, together with exterior entrances, all glass and all window
     moldings,  (b) all  fixtures,  partitions,  ceilings,  floor  coverings and
     utility  lines  in  the  Leased  Premises,  and  all  plumbing  and  sewage
     facilities  within the Leased  Premises  including  free flow up to utility
     owned sewer lines, and (c) all doors, door openers,  equipment,  machinery,
     appliances,  signs and appurtenances thereof (including lighting,  heating,
     air conditioning,  and plumbing equipment and fixtures), in conformity with
     governmental regulations and all rules and regulations of the Board of Fire
     Underwriters, in good order, condition, maintenance and repair. If any item
     which Tenant is obligated to repair cannot be fully  repaired and more than
     two (2) years are left in the Term,  Tenant  shall  promptly  replace  such
     item. Tenant shall be responsible for any structural, interior and exterior
     alterations   and/or  repairs  to  the  Leased  Premises  required  by  any
     governmental  entity or insurance  carrier because of Tenant's specific use
     of the  Leased  Premises  or arising  from  damage  caused by  Tenant,  its
     employees,   servants  or  agents.  If  Tenant  be  required  to  make  any
     alterations or  improvements to the Leased  Premises,  Tenant shall proceed
     with same at its own cost.  Tenant may contract  with,  at its sole cost, a
     reputable   service   company  to  perform  routine   seasonal   preventive
     maintenance on the HVAC system.  Tenant shall provide  evidence of any such
     contract to Landlord  within  thirty (30) days of its  effective  and shall
     also deliver copies of all renewal  contracts to Landlord as they occur. If
     Tenant  refuses or neglects to commence or complete  repairs,  maintenance,
     preventive  maintenance  contract or replacements  promptly and adequately,
     Landlord may make or complete said repairs, maintenance or replacements and
     Tenant shall pay the cost thereof to Landlord upon demand.

                                       11
<PAGE>

7.2. Maintenance by Landlord. [Intentionally omitted].
     -----------------------
7.3. Surrender of Leased Premises.
     ----------------------------
          At  the  expiration  of  the  tenancy  hereby  created,  Tenant  shall
     peaceably  surrender  the  Leased  Premises,   including  all  alterations,
     additions,  improvements and repairs made thereto;  all interior  partition
     walls;  any power wiring or power  panels;  lighting or lighting  fixtures;
     wall coverings;  drapes, blinds or other window coverings; carpets or other
     floor coverings; or other similar building operating equipment.  The Leased
     Premises  shall be left  broom  clean  and in good  condition  and  repair,
     reasonable wear and tear excepted. Tenant shall remove all its property not
     required to be  surrendered  to  Landlord  before  surrendering  the Leased
     Premises (including trade fixtures, trade equipment, signs, decorations and
     trade  personal  property) as aforesaid  and shall repair any damage to the
     Leased  Premises  caused thereby.  Any personal  property  remaining in the
     Leased  Premises  at the  expiration  of the lease  period  shall be deemed
     abandoned  by  Tenant,  and  Landlord  may  claim  the same and shall in no
     circumstances  have any liability to Tenant therefor.  The cost of removing
     such items which are  abandoned by Tenant shall be charged to Tenant.  Upon
     termination,  Tenant shall also surrender all keys for the Leased  Premises
     to Landlord and, if  applicable,  inform  Landlord of any  combinations  of
     locks or safes in the Leased Premises.  All utilities are to be transferred
     into Landlord's  name,  effective the date of Surrender.  In no event shall
     the utility service ever be turned off. If services are terminated,  Tenant
     shall be solely  responsible for any resulting  damage to the Premises.  If
     the  Leased  Premises  are  not  surrendered  at the  end of  the  term  as
     hereinabove  set out,  Tenant  shall  indemnify  Landlord  against  loss or
     liability  resulting  from  delay by Tenant in so  surrendering  the Leased
     Premises, including without limitation claims made by the succeeding tenant
     founded on such  delay.  Tenant's  obligation  to  observe or perform  this
     covenant  shall survive the  expiration or other  termination  of the Lease
     Term.

7.4. Rules and Regulations.
     ---------------------
          Tenant agrees as follows:

          (a) The  delivery  or  shipping of goods,  merchandise,  supplies  and
     fixtures to and from the Leased Premises shall be subject to such rules and
     regulations  as in the  judgment of Landlord are  necessary  for the proper
     operation of the Center.

          (b) No  loud  speakers,  televisions,  phonographs,  radios  or  other
     devices  shall be used in a manner  so as to be heard or seen  outside  the
     Leased Premises without the prior written consent of Landlord.

          (c)  Tenant  shall not place or permit  any  obstructions,  signage or
     merchandise in the outside areas immediately  adjoining the Leased Premises
     or other Common  Areas and shall not use such areas for  business  purposes
     other  than  for  ingress  and  egress.  So  called  "Sidewalk  Sales"  are
     prohibited.  Any  unauthorized  use of the  sidewalk  shall result in a Two
     Hundred  Fifty  ($250.00)  Dollar  per  day  penalty  to  Tenant  for  each
     infraction,  in addition to any and all other rights  afforded the Landlord
     pursuant to this Lease.

                                       12
<PAGE>

          (d) Tenant and Tenant's  employees shall park their cars only in those
     portions of the  parking  area  designated  for that  purpose by  Landlord.
     Tenant and Tenant's  employee's cars not parked in the designated areas may
     be towed,  at the owner's expense and/or Tenant shall be charged $50.00 per
     day for each and every day of the infraction.

          (e) Tenant shall have full  responsibility  for  protecting the Leased
     Premises and the property located therein from theft and robbery.

          (f) Tenant shall not permit on the Leased Premises any act or practice
     which is unlawful,  immoral,  or which might injure the  reputation  of the
     Center.

          (g)  Tenant  and  Tenant's  employees  and  agents  shall not  solicit
     business in the parking or other Common Areas, nor shall Tenant  distribute
     or place handbills or other advertising  matter in or on automobiles parked
     in the parking areas or in other Common Areas.

          (h) Tenant shall not conduct any auction,  fire,  bankruptcy  sales or
     close out sales in the Leased Premises.

          (i) Tenant shall keep the Leased  Premises  free and clear of rodents,
     bugs and vermin, and Tenant shall use, at its cost and at such intervals as
     Landlord  shall  reasonably   require,   a  reputable  pest   extermination
     contractor to provide extermination services in the Leased Premises.

          (j) Tenant shall keep the Leased  Premises  and adjacent  Common Areas
     orderly,  neat,  clean and free from  rubbish and trash at all times and to
     permit no refuse to accumulate  around the exterior of the Leased Premises.
     Tenant shall not burn any trash,  rubbish or garbage in or about the Leased
     Premises. Trash shall be stored in a sanitary and inoffensive manner inside
     the Leased  Premises or in screened areas approved by Landlord,  and Tenant
     shall cause the same to be removed at reasonable  intervals unless Landlord
     initiates a Center-wide  trash removal and recycling  program (which may or
     may not  include  any or all of the anchor  tenants)  in which case  Tenant
     shall participate fully and such cost shall be billed as part of the Common
     Area maintenance as described in Article V.

          (k) The  Leased  Premises  shall  be open  for  business  at  Tenant's
     discretion,  provided that Tenant meets the minimum standards  described in
     Section 4.02. Tenant shall not be required to be open for business on legal
     holidays or Sundays.

          (l) To use or  permit  the use of the  Common  Areas by others to whom
     Landlord  may  grant or may have  granted  such  rights  in such  manner as
     Landlord  may from time to time  designate,  including  but not  limited to
     truck and trailer sales and special promotional events.

          (m) Tenant  shall not use,  nor permit any part of the  Premises to be
     used, for any residential purposes  whatsoever,  for any period of time, no
     matter how brief.

                                       13
<PAGE>

          Landlord  reserves the right from time to time to amend or  supplement
     the foregoing rules and regulations and to adopt and promulgate  reasonable
     additional rules and regulations applicable to the Leased Premises.  Notice
     of such rules and regulations and amendments and  supplements  thereto,  if
     any, shall be given to Tenant in writing.  Tenant agrees to comply with all
     such  rules  and  regulations,  and  Tenant  shall be  responsible  for the
     observance of these rules and regulations by Tenant's employees, agents and
     invitees.  The foregoing rules are solely for the benefit of Landlord,  and
     Landlord  shall have no obligation to enforce such rules for the benefit of
     Tenant.  Landlord,  at its option,  may waive certain rules with respect to
     individual tenants. If Tenant violates any rule, Landlord may notify Tenant
     that Tenant is in Default.

                     ARTICLE VIII : INSURANCE AND INDEMNITY

8.1. Casualty Insurance.
     ------------------
          Tenant  shall at all times keep and  maintain  in force and effect its
     own  insurance  coverage,  protecting  it from  loss,  damage  or injury by
     whatever  means,  with  respect  to  all  furniture,  fixtures,  machinery,
     equipment, stock in trade, and all other items kept, used, or maintained by
     Tenant in, on, or about the Leased Premises.

8.2. Waiver of Subrogation.
     ---------------------
          Each of the parties  hereto does hereby release the other party hereto
     from all  liability for damage due to any act or neglect of the other party
     (except as  hereinafter  provided)  occasioned  to  property  owned by said
     parties  which is or might be  incident  to or the  result of a fire or any
     other  casualty  against  loss  from  which  either of the  parties  is now
     carrying or hereafter  may carry  insurance;  provided,  however,  that the
     releases herein contained shall not apply to any loss or damage  occasioned
     by the willful acts of either of the parties  hereto.  The parties  further
     covenant that any insurance  obtained on their respective  properties shall
     contain an appropriate provision whereby the insurance company or companies
     consent(s) to the mutual release of liability contained in this paragraph.

8.3. Increase in Fire Insurance Premiums.
     -----------------------------------
          Tenant agrees not to keep, use, sell or offer for sale, in or upon the
     Leased  Premises,  any  articles  or goods which may be  prohibited  by the
     standard form of fire  insurance  policy.  Tenant agrees to pay upon demand
     any increase in premium for fire and extended  coverage  insurance  and all
     other  perils  that may be  charged  during  the term of this  Lease on the
     amount of such insurance which may be carried by Landlord on said premises,
     or the building of which the same are a part, resulting from the use of the
     Leased  Premises by Tenant,  whether or not Landlord has  consented to such
     use.

8.4. Liability Insurance.
     -------------------
          Upon taking  possession of Leased Premises,  Tenant shall,  during the
     entire  term  hereof,  keep in full  force  and  effect a policy  of public
     liability and property damage insurance with respect to the Leased Premises
     and the business  operated by Tenant and permitted  subtenants of Tenant in
     the Leased  Premises in which the limits of coverage shall not be less than
     $1,000,000 per occurrence for bodily and/or personal injuries, and in which
     the  coverage  for  property  damage  liability  shall  not  be  less  than
     $1,000,000 or a combined  single  limited of  $1,000,000  with limits to be
     increased as reasonably requested by Landlord from time to time.

                                       14
<PAGE>

8.5. Indemnification of Landlord.
     ---------------------------
          Tenant will protect, indemnify, defend and save harmless Landlord, its
     agents and servants,  to the extent  permitted by law, from and against any
     and all  claims,  actions,  damages,  suits,  judgments,  decrees,  orders,
     liability  and expense  (including  costs and attorney  fees) in connection
     with loss of life, bodily injury, personal injury and/or damage to property
     of whatever kind or character, howsoever caused, arising from or out of any
     occurrence  in, upon or about the Leased  Premises,  or in the occupancy or
     use by Tenant of the Leased  Premises or any part  thereof,  or  occasioned
     wholly  or  in  part  by  any  act  or  omission  of  Tenant,  its  agents,
     contractors,    employees,   servants,   sublessees   or   concessionaires,
     notwithstanding  any  possible  negligence  (whether  sole,  concurrent  or
     otherwise) on the part of Landlord, its agents,  contractors,  employees or
     servants.

8.6. Plate Glass Insurance.
     ---------------------
          Tenant shall keep and maintain in force during the term hereof,  plate
     glass insurance upon windows and doors in the Leased Premises.

8.7. Liquor Liability Insurance.
     --------------------------
          In the event  that at any time  during  the term of this  Lease or any
     extension or renewal  thereof,  beer,  wines or other alcoholic  liquors or
     beverages are sold or given away upon or from the Leased Premises (it being
     understood  and agreed,  however,  that the foregoing  provision  shall not
     authorize  the use of the Leased  Premises  for such  purposes  without the
     express  consent of  Landlord  being set forth  otherwise  in this  Lease),
     Tenant  shall,  at its sole  expense,  obtain,  maintain and keep in force,
     adequate  liquor  liability  insurance  protecting  Tenant and  Landlord in
     connection  therewith within policy limits  acceptable to Landlord.  In the
     event  Tenant  shall  fail to  procure  such  insurance  where  applicable,
     Landlord  may  procure  the same at  Tenant's  expense.  In the event  such
     insurance  is  not  carried,  sales  of the  foregoing  products  shall  be
     suspended until such coverage is in force.

8.8. Insurance Policy.
     ----------------
          The insurance  required in this Article VIII shall be in form approved
     by  Landlord.  The policy  shall name  Tenant and  Landlord  as  additional
     insured  and  shall  contain  a  clause  that  insurer  shall  not  cancel,
     materially  modify  or fail to renew the  insurance  without  first  giving
     Landlord thirty (30) days prior written notice. The insurance shall be with
     an insurance company approved by Landlord, authorized to do business in the
     State  and have a  policyholder's  rating  of no less  than "A" in the most
     current  edition  of Best's  Insurance  Reports.  A copy of the policy or a
     certificate  of insurance  shall be  delivered to Landlord  prior to Tenant
     taking  possession  of Leased  Premises.  The policy shall insure  Tenant's
     performance of the indemnity provisions of Section 8.05 hereof.

                                       15
<PAGE>

                             ARTICLE IX : UTILITIES

9.1. Utility Charges.
--------------------
          Tenant  shall be solely  responsible  for and promptly pay all charges
     for heat, water, gas, sewer,  electricity,  or any other utility or service
     used on or  attributable  to the  Leased  Premises.  Landlord  may elect to
     furnish  any one or more of the  above  utility  services,  in which  event
     Tenant  shall  accept  and use such  services  as  furnished  by  Landlord.
     Landlord's  charges  therefor  shall not exceed the rates  charged by local
     public  utility  companies  to  retail  customers  for the same or  similar
     services.  If any of the above  utility  services  are billed  directly  to
     Landlord by utility  companies/authorities,  Landlord may estimate Tenant's
     usage for each  twelve  month  period and Tenant  shall pay such  estimated
     charge(s) in monthly installments on the first day of each month in advance
     and shall pay any excess  charge  within thirty (30) days from receipt of a
     detailed  statement  from  Landlord.  In the event that  Tenant's  payments
     exceed  Tenant's  actual costs for any given year,  Tenant will be credited
     the amount of the  overpayment.  The initial estimate shall be as set forth
     in  Section  1.00(q).   In  no  event  shall  Landlord  be  liable  for  an
     interruption  or failure in the supply of any such  utilities  or  services
     supplied by Landlord  because of necessary  repairs or  improvements or for
     any cause beyond  Landlord's  control.  Landlord  shall pay for the initial
     water and sewer tap-in fees not to exceed one (1)  Estimated  Dwelling Unit
     (EDU) each. Any additional water and sewer tap-in fees and additional water
     and/or  sewer  assessments  incurred by Tenant  shall be paid for solely by
     Tenant.

                         ARTICLE X : PRIORITY OF LEASE

10.1. Subordination.
      -------------
          Landlord shall have the right to transfer,  mortgage,  assign, pledge,
     and convey in whole or in part the Leased Premises,  the Center, this Lease
     and all rights of  Landlord  existing  and to exist,  and rents and amounts
     payable to it under the provisions  hereof;  and nothing  herein  contained
     shall limit or restrict any such right, and the rights of Tenant under this
     Lease shall be subject and subordinate to all  instruments  executed and to
     be executed in connection  with the exercise of any such right of Landlord,
     including,  but not limited to, the lien of any mortgage,  deed of trust or
     security agreement now or hereafter placed upon the Leased Premises and the
     Center and to all renewals, modifications, consolidations,  participations,
     replacements and extensions  thereof,  subject,  however,  to the condition
     that the holder of any mortgage or other lien on, or including,  the Leased
     Premises  to which  this  Lease is  subordinate  shall  deliver to Tenant a
     subordination,  non-disturbance and attornment agreement in form reasonably
     satisfactory  to  Tenant  and such  holder.  Said  subordination  shall not
     require  the  agreement  or  consent of Tenant,  but Tenant  covenants  and
     agrees,  if requested,  to execute and deliver  within fifteen (15) days of
     receipt from Landlord such further instruments  subordinating this Lease to
     the lien of any such mortgage, deed of trust or security agreement as shall
     be requested by Landlord and/or any mortgage,  proposed mortgagee or holder
     of any security agreement,  and Tenant hereby irrevocably appoints Landlord
     as its  attorney-in-fact to execute and deliver any such instrument for and
     in the name of Tenant.  Notwithstanding  anything  set out in this Lease to
     the  contrary,  in the event the  holder of any  mortgage  or deed of trust
     elects to have this Lease superior to its mortgage or deed of trust,  then,
     upon Tenant being notified to that effect by such encumbrance  holder, this
     Lease shall be deemed prior to the lien of said  mortgage or deed of trust,
     whether this Lease is adopted  prior to or  subsequent  to the date of said
     mortgage or deed of trust.

                                       16
<PAGE>

10.2. Notice to Landlord of Default.
      -----------------------------
          In the event of any act or  omission  by  Landlord  which  would  give
     Tenant  the  right to  terminate  this  Lease or claim a  partial  or total
     eviction,  or make any claim  against  Landlord  for the  payment of money,
     Tenant will not make such claim or  exercise  such right until it has given
     written notice of such act or omission to (a) Landlord;  and (b) the holder
     of any  mortgage,  deed of trust or other  security  instrument  as to whom
     Landlord has instructed Tenant to give copies of all of Tenant's notices to
     Landlord;  and after  thirty  (30) days shall have  elapsed  following  the
     giving of such  notice,  during  which such  parties or any of them has not
     commenced diligently to remedy such act or omission or to cause the same to
     be remedied.  Nothing herein contained shall be deemed to create any rights
     in  Tenant  not  specifically  granted  in this  Lease or under  applicable
     provisions of law.

10.3. Estoppel Certificate.
      --------------------
          Tenant agrees,  at any time, and from time to time, upon not less than
     ten (10) days'  prior  notice by  Landlord,  to  execute,  acknowledge  and
     deliver to  Landlord,  an  estoppel  certificate  in the form  attached  as
     Exhibit D (or such other form provided by Landlord) in writing addressed to
     Landlord or other party  designated by Landlord  certifying that this Lease
     is in full force and effect (or, if there have been modifications, that the
     same  is  in  full  force  and  effect  as   modified   and   stating   the
     modifications), stating the actual commencement and expiration dates of the
     Lease,  stating the dates to which rent,  and other  charges,  if any, have
     been paid,  that the Leased  Premises have been  completed on or before the
     date of such  certificate  and that all  conditions  precedent to the lease
     taking effect have been carried out,  that Tenant has accepted  possession,
     that the Lease Term has commenced,  Tenant is occupying the Leased Premises
     and is open for business,  stating  whether or not there exists any default
     by  either  party in the  performance  of any  covenant,  agreement,  term,
     provision or condition contained in this Lease, and, if so, specifying each
     such  default  of which the  signer  may have  knowledge  and the claims or
     offsets,  if any, claimed by Tenant,  and any other reasonable  information
     requested  by Landlord  or other party  designated  by  Landlord;  it being
     intended that any such statement  delivered  pursuant  hereto may be relied
     upon by Landlord or a purchaser of Landlord's interest and by any mortgagee
     or prospective  mortgagee of any mortgage  affecting the Leased Premises or
     the Center.  If Tenant does not deliver such  statement to Landlord  within
     such  ten  (10) day  period,  Landlord  and any  prospective  purchaser  or
     encumbrancer  may  conclusively  presume and rely upon the following facts:
     (i) that the terms  and  provisions  of this  Lease  have not been  changed
     except as otherwise  represented by Landlord;  (ii) that this Lease has not
     been canceled or terminated  except as otherwise  represented  by Landlord;
     (iii) that not more than one (1) month's  Minimum Rent,  Additional Rent or
     other  charges have been paid in advance;  and (iv) that Landlord is not in
     default  under the Lease.  In such event,  Tenant  shall be  estopped  from

                                       17
<PAGE>

     denying  the truth of such  facts.  Tenant  shall  also,  on ten (10) days'
     written  notice,  provide  an  agreement  in  favor  of  and  in  the  form
     customarily used by such encumbrance  holder,  by the terms of which Tenant
     will agree to give prompt written notice to any such encumbrance  holder in
     the event of any casualty  damage to the Leased Premises or in the event of
     any  default on the part of Landlord  under this  Lease,  and will agree to
     allow such encumbrance  holder a reasonable  length of time after notice to
     cure or cause the curing of such default before  exercising  Tenant's right
     of  self-help  under this Lease,  if any,  or  terminating  or  declaring a
     default under this Lease.

10.4. Attornment.
      ----------
          At the  option of the  holder of any  mortgage  affecting  the  Leased
     Premises,  Tenant agrees that no  foreclosure  of a mortgage  affecting the
     Leased Premises,  nor the institution of any suit, action, summary or other
     proceeding  against  Landlord  herein,  or any successor  Landlord,  or any
     foreclosure  proceeding  brought  by the  holder  of any such  mortgage  to
     recover possession of such property, shall by operation of law or otherwise
     result in  cancellation  or termination of this Lease or the obligations of
     Tenant hereunder,  and upon the request of the holder of any such mortgage,
     Tenant   covenants   and  agrees  to  execute  an   instrument  in  writing
     satisfactory  to such party or parties  or to the  purchaser  of the Leased
     Premises  in  foreclosure  whereby  Tenant  attorns  to such  successor  in
     interest.

                     ARTICLE XI : ASSIGNMENT AND SUBLETTING

11.1. Consent Required.
      ----------------
          Tenant shall not  voluntarily  or  involuntarily  assign this Lease in
     whole or in part, nor sublet all or any part of the Leased Premises without
     following the procedures  detailed  herein and the prior written consent of
     Landlord  in each  instance,  which  consent  may be granted or withheld in
     Landlord's sole  discretion.  In the case of any assignment or sublet,  the
     Landlord  shall be  entitled to fifty  percent  (50%) of any profit made by
     Tenant.  As used herein,  the term "profit"  shall be limited to the amount
     paid by the assignee or sublessee  to Landlord  and/or  Tenant in excess of
     all payments  otherwise due Landlord under this Lease and shall not include
     any  proceeds  or  profit  received  by  Tenant  for the  sale or  lease of
     fixtures,  furniture,  and  equipment.  The  consent  by  Landlord  to  any
     assignment or subletting shall not constitute a waiver of the necessity for
     such consent in any  subsequent  assignment  or  subletting.  The foregoing
     shall be  construed  to include a  prohibition  against  any  voluntary  or
     involuntary assignment or subletting arising by operation of law.

          In the event that  Tenant  receives a bona fide  written  offer from a
     third party for the sublease or assignment of the Leased  Premises,  Tenant
     shall forthwith notify Landlord in writing  attaching a copy of said offer,
     of  Tenant's  desire to sublet or assign  this Lease upon the terms of said
     offer,  whereupon  Landlord shall have thirty (30) days to accept or reject
     said  assignment  or  sublease,  or at  Landlord's  sole option  cancel and
     terminate this Lease, including the right to enter into a direct lease with
     the proposed assignee or subtenant before or after such termination.

          Notwithstanding any assignment or sublease,  Tenant shall remain fully
     liable on this Lease and shall not be released from  performing  any of the

                                       18
<PAGE>

     terms,  covenants  and  conditions  hereof  and  Assignee(s)  must  execute
     Personal  Guarantees  in a form  acceptable  to  Landlord.  If  Tenant is a
     corporation or partnership,  any sale, transfer,  leveraged buyout or other
     disposition of more than fifty percent (50%) of the corporate stock or more
     than fifty percent (50%) of partnership ownership, or any reorganization or
     restructuring  which results in the net worth of Tenant  decreasing by more
     than ten percent (10%) shall be deemed to be an assignment.

          Landlord shall have the right to sell, convey,  transfer or assign all
     or any part of its interest in the real property and the buildings of which
     the Leased  Premises are a part or its  interest in this Lease,  and Tenant
     agrees to attorn to  Landlord's  purchaser or assignee.  All  covenants and
     obligations  of Landlord under this Lease shall cease upon the execution of
     such conveyance, transfer or assignment, but such covenants and obligations
     shall run with the land and shall be binding upon the  subsequent  owner or
     owners thereof or of this Lease.

         ARTICLE XII : WASTE, GOVERNMENTAL AND INSURANCE REQUIREMENTS,
                            AND HAZARDOUS SUBSTANCES

12.1. Waste or Nuisance.
      -----------------
          Tenant shall not commit or suffer to be  committed  any waste upon the
     Leased Premises or any nuisance or other act or thing which may disturb the
     quiet  enjoyment  of any other  tenant in the  building in which the Leased
     Premises  may be located or in the  Center,  or which may disturb the quiet
     enjoyment of occupants of adjoining properties.

12.2. Governmental and Insurance Requirements.
      ---------------------------------------
          Tenant  shall,  at its sole cost and  expense,  comply with all of the
     requirements  of any  insurance  carrier  for the Center and of all county,
     municipal,  state, federal and other applicable  governmental  authorities,
     now in force or which may hereafter be in force.

12.3. Hazardous Substances.
      --------------------
          Tenant  covenants  and  warrants  that Tenant,  Tenant's  Work and any
     alterations  thereto and Tenant's use of Leased  Premises  will at all time
     comply  with and conform to all state,  federal  and local laws,  statutes,
     ordinances,  rules and regulations of any governmental,  quasi-governmental
     or  regulatory  authorities  ("Laws")  which relate to the  transportation,
     storage, placement, handling, treatment, discharge, generation, production,
     release,  spill  or  disposal  (collectively  "Treatment")  of  any  waste,
     petroleum  product,  waste products,  radioactive  waste,  poly-chlorinated
     biphenyls,  asbestos,  hazardous  materials of any kind,  and any substance
     which  is  regulated  by any law,  statute  ordinance,  rule or  regulation
     (collectively "Waste").  Tenant further covenants and warrants that it will
     not engage in or permit any person or entity to engage in any  Treatment of
     any Waste on or which  affects the Leased  Premises,  and that  Tenant,  at
     Landlord's  sole  discretion,  and with Landlord's  prior written  consent,
     shall clean up,  remediate  or otherwise  take all actions  required by Law
     with respect to the Treatment of Waste in, on, upon or affecting the Leased
     Premises.

                                       19
<PAGE>

          Immediately  upon receipt of any Notice (as hereinafter  defined) from
     any person or entity,  Tenant shall deliver to Landlord a true, correct and
     complete copy of any written Notice.  "Notice" shall mean any note,  notice
     or report of any suit,  proceeding,  investigation,  order,  consent order,
     injunction, writ, award or action related to or affecting or indicating the
     Treatment of any Waste in or affecting the Leased Premises or the Center.

          Tenant hereby agrees it will indemnify, defend, save and hold harmless
     Landlord and its  officers,  directors,  shareholders,  employees,  agents,
     partners, and their respective heirs,  successors and assigns (collectively
     "Indemnified  Parties")  against and from, and to reimburse the Indemnified
     Parties with respect to, any and all damages,  claims,  liabilities,  loss,
     costs and expense (including,  without limitation,  all attorneys' fees and
     expenses, court costs, administrative costs and costs of appeals), incurred
     by or asserted against the Indemnified  Parties by reason of or arising out
     of: (a) the breach of any  representation  or  undertaking  of Tenant under
     this  Section  12.3 or (b)  arising  out of the  Treatment  of any Waste by
     Tenant or any licensee, concessionaire, manager or other party occupying or
     using the Leased Premises,  or in or affecting the Leased Premises.  All of
     the terms,  covenants,  warranties and  indemnifications  contained in this
     Section 12.3 shall survive the termination of this Lease.

          Tenant  shall not  install  any storage  tanks,  vessels,  containers,
     lines, pipes,  conduits or the like at any time in, under,  through or from
     the Leased Premises or the Center without the prior express written consent
     of  Landlord.  Landlord may require  review of any proposed  plans for, and
     supervision  of the  installation  of,  any such  improvements  by  trained
     professionals  competent to assess such proposed improvements,  at the sole
     cost and expense of Tenant, as a condition of the granting of the aforesaid
     consent.

          Landlord is given the right,  but not the  obligation,  to inspect and
     monitor the Leased  Premises  and  Tenant's  use of the Leased  Premises in
     order to confirm  Tenant's  compliance  with the terms of this Section 12.3
     and the  representations  set  forth in this  Section  12.3.  Landlord  may
     require that Tenant deliver to Landlord  concurrent with Tenant's  vacating
     the Leased  Premises  upon the  expiration  of this  Lease,  or any earlier
     vacation of the Leased Premises by Tenant, at Tenant's expense, a certified
     statement  by licensed  engineers  satisfactory  to  Landlord,  in form and
     substance satisfactory to Landlord,  stating that Tenant, Tenant's Work and
     any alterations  thereto and Tenant's use of the Leased  Premises  complied
     and  conformed to all Laws which relate to the Treatment of any Waste in or
     affecting the Leased Premises.

          Tenant  agrees  to  deliver  upon  request  from   Landlord   estoppel
     certificates to Landlord expressly stipulating whether Tenant is engaged in
     or has engaged in the  Treatment  of any Waste in or  affecting  the Leased
     Premises,   and  whether  Tenant  has  caused  any  spill,   contamination,
     discharge,  leakage,  release  or escape of any Waste in or  affecting  the
     Leased Premises, whether sudden or gradual,  accidental or anticipated,  or
     any other nature at or affecting  the Leased  Premises and whether,  to the
     best of Tenant's knowledge, such an occurrence has otherwise occurred at or
     affecting the Leased Premises.

                                       20
<PAGE>

                         ARTICLE XIII : PROMOTION FUND

13.1.    [Intentionally Deleted]

                  ARTICLE XIV : DESTRUCTION OF LEASED PREMISES

14.1. Partial Destruction.
      -------------------
          In  the  event  of  the  partial   destruction   of  the  building  or
     improvements  located on the Leased Premises by fire or any other casualty,
     Landlord and Tenant shall, to the extent insurance  proceeds are available,
     restore or repair said building and improvements with reasonable diligence.
     Landlord   shall  expend  such  sums  as  required  to  repair  or  restore
     improvements to the condition they were in immediately prior to the date of
     the  destruction.  A just and  proportionate  part of the rent  payable  by
     Tenant to the extent  that such  damage or  destruction  renders the Leased
     Premises  untenantable  shall  abate  from  the  date  of  such  damage  or
     destruction until the Leased Premises are repaired or restored.

14.2. Substantial Destruction.
      -----------------------
          If seventy-five percent (75%) of the Leasable Space on the Building on
     the Leased  Premises  shall be so damaged by fire or other  casualty,  then
     Tenant  shall have the option to  terminate  this Lease by giving  Landlord
     written notice within sixty (60) days after such  destruction,  and (i) any
     unearned  rent shall be  apportioned  and  returned  to Tenant and (ii) any
     insurance  proceeds covering the Building and/or Leased premises payable to
     Tenant as the result of the casualty  shall be paid to Landlord.  If Tenant
     does not elect to  cancel  this  Lease as  aforesaid,  then the same  shall
     remain  in full  force and  effect  and  Landlord  shall  proceed  with all
     reasonable  diligence  to repair and  replace  the Leased  Premises  to the
     condition  they were in prior to the date of such  destruction,  and during
     the time the Leased Premises are so destroyed and totally untenantable, the
     rent shall be abated.

14.3. Destruction of Center. [Intentionally Omitted].
      ---------------------

                          ARTICLE XV : EMINENT DOMAIN

15.1. Condemnation.
      ------------
          In the event of any  condemnation or conveyance in lieu thereof of the
     Leased Premises or the Center, or both, whether whole or partial,  Landlord
     may  terminate  this Lease,  and in any event,  Tenant shall be entitled to
     make any  claim  against  the  condemning  authority  for the  value of its
     Leasehold interest as may permitted by applicable law. Tenant's enforcement
     of its rights  hereunder  shall not prejudice the Landlord's  right to seek
     compensation  for the value of its underlying fee title.  Tenant shall also
     have the right to claim and recover from the condemning  authority (but not
     from Landlord) such compensation as may be separately  awarded to Tenant in
     Tenant's own name and right on account of Tenants'  trade  fixtures and any
     relocation cost.

                                       21
<PAGE>

                        ARTICLE XVI : DEFAULT OF TENANT

16.1. Tenant's Default.
      ----------------
          The following shall constitute an "Event of Default" under this Lease:

          (a) Tenant's  failure to pay Minimum Rent on or before the first (1st)
     day of the month and the failure of Landlord to have  received  from Tenant
     payment in full, no later than ten (10) days after written  notice from the
     Landlord,   any  and  all  monthly  installments  of  Minimum  Rent  and/or
     Additional  Rent;  and/or  failure of Landlord to have received from Tenant
     payment in full of any Additional Rent, other charges and/or payment herein
     reserved, included, or agreed to be treated or collected as rent within ten
     (10) days after  written  notice from  Landlord that such payments are due;
     and/or  failure of Landlord to have  received  payment in full of any other
     charge,  expense, or cost herein agreed to be paid by the Tenant within ten
     (10) days after written notice from Landlord that such payments are due; or

          (b) if Tenant  violates  or fails to perform or  otherwise  breaks any
     non-monetary   covenant  or  agreement  of  this  Lease  Agreement  or  the
     agreements incorporated herein by reference,  and such failure or violation
     is not cured within thirty (30) days after written  notice from Landlord to
     Tenant  of such  failure  or  violation,  or in the  case of a  failure  or
     violation  which  cannot be cured  within said thirty (30) day period,  the
     Tenant  has not  commenced  to cure such  failure or  violation  within the
     thirty (30) day period or has not diligently pursued the completion of such
     cure.

          (c) if Tenant  vacates the Leased  Premises  without first having paid
     and satisfied the Landlord in full for all Minimum Rent and Additional Rent
     and all other  charges  then due that may  thereafter  become due until the
     expiration of the then current term, above mentioned; or

          (d) if Tenant becomes  insolvent,  makes an assignment for the benefit
     of creditors,  files or has filed  against it a petition in bankruptcy  and
     such petition  remains  undismissed  sixty (60) days after said petition is
     filed,  or a bill in equity or other  proceeding  for the  appointment of a
     receiver for the Tenant is filed, if proceedings or  reorganization  or for
     composition  with creditors under any State or Federal law be instituted by
     or against Tenant.

          (e) if Tenant shall  default in the timely  payment of Minimum Rent or
     Additional Rent or other charges  payable by Tenant  hereunder or to timely
     discharge any other monetary  obligation three (3) times in any twelve (12)
     month  period  notwithstanding  the fact  that any such  default  have been
     cured.

          (f) if Tenant or any agent of Tenant falsifies any report or statement
     (including financial statements).

          to be furnished to Landlord  pursuant to the terms of this Lease.  The
     falsification  of any such document  shall be deemed an incurable  material

                                       22
<PAGE>

     breach of this Lease and, at  Landlord's  option,  constitute  an immediate
     termination of Tenant's right to possession of the Leased Premises.

          (g) failure of Tenant to open for business in accordance with Sections
     4.01 and 4.02 of this  Lease  within  ninety  (90)  days  after  the  Lease
     Commencement Date.

(h) failure of Tenant to execute and return required estoppel certificates
within the ten (10) days of Landlord's request and subordination agreements
within fifteen (15) days of Landlord's request.

16.2. Remedies.
      --------
          If an Event of Default occurs, then upon written election, but without
     entry or other action, Landlord shall have the right to:

          (a)  Accelerate  the Minimum Rent and  Additional  Rent for the entire
     unexpired  balance of the term of this Lease, all other charges,  payments,
     costs and expenses  herein agreed to be paid by the Tenant or at the option
     of Landlord  any part of the rent and other  charges,  payments,  costs and
     expenses,  all costs and officers'  commission,  watchman's wages, the five
     percent (5%) chargeable by Act of Assembly,  and reasonable attorney's fees
     incurred or to be incurred by Landlord,  and shall,  in addition to any and
     all  installments  of rent,  already due and payable and in arrears  and/or
     other charge or payment herein  reserved,  included or agreed to be treated
     or collected as rent,  and/or any other  charges,  expenses or costs herein
     agreed  to be paid  by the  Tenant  which  may be due  and  payable  and in
     arrears,  be taken to be due and  payable and in arrears as if by the terms
     and  provisions of this Lease,  the whole  balance of unpaid  Minimum Rent,
     Additional Rent and other charges,  payments,  taxes,  costs,  and expenses
     were on that date payable in advance.

          (b) Collect and receive  from any  assignee or  subtenant  the Minimum
     Rents,  Additional  Rents,  Percentage  Rent (if any) and all other charges
     reserved  herein as rent due by such  assignee or  sublessee  and apply the
     same to the rent due  hereunder.  Receipt of such sums by Landlord shall be
     credited  against  the amount due from Tenant but it shall in no way affect
     Tenant's  obligations to pay any unpaid  balance of rent due hereunder.  No
     payment by subtenant or assignee  shall give such subtenant or assignee any
     rights greater than those existing between Landlord and Tenant.

          (c)  Terminate  this Lease without any right on the part of the Tenant
     to save the forfeiture by payment of any sum due or by other performance of
     any  condition,  term, or covenant  broken;  whereupon,  Landlord  shall be
     entitled to recover  damages for such breach in an amount of rent  reserved
     for the  balance of the term of this Lease or the residue of said term plus
     the amount of any prior rents then due and owing.

          (d)  Terminate  Tenant's  right of continued  possession of the Leased
     Premises and, from time to time, without terminating this Lease and without
     prejudice  to any right of Landlord  under this Lease,  to relet the Leased
     Premises or any part thereof for the account and in the name of Tenant, for
     any such term on terms and  conditions  as Landlord in its sole  discretion

                                       23
<PAGE>

     may deem  advisable with the right to make  alterations  and repairs to the
     Leased Premises deemed by Landlord to be necessary in conjunction with such
     reletting;  and Tenant shall pay to Landlord,  as soon as ascertained,  the
     costs and  expenses  incurred by Landlord in such  reletting  and in making
     such  alterations  and  repairs.  Rentals  received by  Landlord  from such
     reletting  shall be applied:  first,  to the  payment of any  indebtedness,
     other than Minimum Rent,  Additional Rent, and Percentage Rent (if any) due
     hereunder  from Tenant to Landlord;  second,  to the payment of the cost of
     any alterations and repairs to the Leased Premises  necessary to return the
     Leased Premises to good condition,  normal wear and tear excepted, for uses
     permitted  by this Lease and the cost of storing any of  Tenant's  property
     left on the Leased Premises at the time of reletting; third, to the payment
     of Minimum Rent,  Additional  Rent,  and  Percentage  Rent (if any) and all
     other  charges or payments due and unpaid  hereunder;  the residue,  if any
     shall be held by Landlord  at  interest  of six percent  (6%) per annum and
     applied in payment of future rent or damages in the event of termination as
     the same may become due and payable  hereunder and the balance,  if any, at
     the end of the Lease  Term  shall be paid to Tenant.  Should  such  rentals
     received  from time to time from such  reletting  during  any month be less
     than that amount which this Lease  requires to be paid during that month by
     Tenant hereunder, the Tenant shall pay such deficiency to Landlord. Nothing
     in this  subparagraph  shall prevent Landlord from accelerating the rent or
     other amounts due thereunder.  Such deficiency shall be calculated and paid
     monthly.  No such reletting of the Leased Premises by Landlord  pursuant to
     this  subparagraph,  shall  be  construed  as an  election  on its  part to
     terminate this Lease unless a notice of such intention be given by Landlord
     to  Tenant or unless  the  termination  thereof  be  decreed  by a court of
     competent  jurisdiction;  and  notwithstanding  any such reletting  without
     termination,  Landlord may at any time  hereafter  elect to terminate  this
     Lease for such previous breach provided it has not been cured.

          (e) Lease the  Leased  Premises  or any part or parts  thereof  to any
     person or persons  as  Landlord  in its sole  discretion  decides,  and the
     Tenant  shall be liable  for any loss of rent for the  balance  of the then
     current term.

16.3. Further Remedies of Landlord:
      ----------------------------

          (a) The following two paragraph sets forth warrants or authorities for
     any  prothonotary or any attorney to confess  judgment  against Tenant.  In
     granting these warrants or authorities to confess  judgment against Tenant,
     Tenant hereby knowingly,  intentionally and voluntarily, and (on the advice
     of the separate counsel of Tenant,  if Tenant has used counsel in regard to
     the  execution and delivery of this Lease)  unconditionally  waives any and
     all right Tenant has, or may have, to prior notice and an  opportunity  for
     hearing  under the  constitutions  and laws of the  United  States  and the
     Commonwealth of Pennsylvania.

               1.  TENANT  COVENANTS  AND  AGREES  THAT IF  THERE IS AN EVENT OF
          DEFAULT OR THIS LEASE IS  TERMINATED OR THE TERM,  INCLUDING,  WITHOUT
          LIMITATION,  THE RENEWAL  TERM(S) OR ANY OTHER  EXTENSIONS OR RENEWALS
          THEREOF IS TERMINATED OR EXPIRES,  THEN, AND IN ADDITION TO THE RIGHTS
          AND  REMEDIES  SET  FORTH  IN  SECTION  16.2,  LANDLORD  MAY,  WITHOUT

                                       24
<PAGE>

          LIMITATION, UPON TEN (10) DAYS ADVANCE WRITTEN NOTICE TO TENANT, CAUSE
          JUDGMENT IN  EJECTMENT  FOR  POSSESSION  OF THE LEASED  PREMISES TO BE
          ENTERED AGAINST TENANT AND, FOR THOSE  PURPOSES,  TENANT HEREBY GRANTS
          THE  FOLLOWING  WARRANT OF  ATTORNEY:  (I) TENANT  HEREBY  IRREVOCABLY
          AUTHORIZES AND EMPOWERS ANY PROTHONOTARY,  CLERK OF COURT, ATTORNEY OF
          ANY COURT OF RECORD  AND/OR  LANDLORD  (AS WELL AS SOME ONE ACTING FOR
          LANDLORD) IN ANY AND ALL ACTIONS  COMMENCED FOR RECOVERY OF POSSESSION
          OF THE LEASED  PREMISES TO APPEAR FOR TENANT AND CONFESS OR  OTHERWISE
          ENTER  JUDGMENT IN EJECTMENT  FOR  POSSESSION  OF THE LEASED  PREMISES
          AGAINST TENANT AND ALL PERSONS ACTING, HOLDING OR CLAIMING DIRECTLY OR
          INDIRECTLY  BY,  THROUGH  OR  UNDER  TENANT,  AND  THEREUPON  WRITS OF
          POSSESSION  MAY  FORTHWITH  ISSUE  AND BE  SERVED,  WITHOUT  ANY PRIOR
          NOTICE, WRIT OR PROCEEDING  WHATSOEVER;  (II) IF, FOR ANY REASON AFTER
          THE FOREGOING ACTION OR ACTIONS SHALL HAVE BEEN COMMENCED, IT SHALL BE
          DETERMINED  THAT POSSESSION OF THE LEASED PREMISES SHOULD REMAIN IN OR
          BE RESTORED TO TENANT,  LANDLORD  SHALL HAVE THE RIGHT TO COMMENCE ONE
          OR  MORE  FURTHER  ACTIONS  AS  HEREINBEFORE   SET  FORTH  TO  RECOVER
          POSSESSION  OF THE  LEASED  PREMISES  INCLUDING,  WITHOUT  LIMITATION,
          APPEARING FOR TENANT AND CONFESSING OR OTHERWISE ENTERING JUDGMENT FOR
          POSSESSION OF THE LEASED PREMISES AS HEREINBEFORE SET FORTH; AND (III)
          THE PROVISIONS OF SECTION 16.03(c)3 HEREOF ARE INCORPORATED  HEREBY BY
          THIS REFERENCE THERETO.

               2. IN ANY  ACTION  OR  PROCEEDING  DESCRIBED  IN  SECTION  AND/OR
                                                                 ---------------
          16.03(c)1,  OR IN  CONNECTION  THEREWITH,  IF A  COPY  OF  THIS  LEASE
          --------
          IS THEREIN VERIFIED BY LANDLORD (OR SOMEONE ACTINGFOR  LANDLORD) TO BE
          A TRUE AND CORRECT COPY OF THIS LEASE, SUCH COPY SHALL BE CONCLUSIVELY
          PRESUMED TO BE TRUE AND CORRECT BY VIRTUE OF SUCH  VERIFICATION AND IT
          SHALL  NOT BE  NECESSARY  TO FILE  THE  ORIGINAL  OF THIS  LEASE,  ANY
          STATUTE,  RULE OF COURT OR LAW,  CUSTOM,  OR PRACTICE TO THE  CONTRARY
          NOTWITHSTANDING.  TENANT HEREBY  RELEASES TO LANDLORD,  ANY ONE ACTING
          FOR LANDLORD AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT ALL ERRORS IN
          PROCEDURE  REGARDING  THE ENTRY OF JUDGMENT OR JUDGMENTS BY CONFESSION
          OR OTHERWISE BY VIRTUE OF THE WARRANTS OF ATTORNEY  CONTAINED  HEREIN,
          AND ALL LIABILITY  THEREFOR.  THE RIGHT TO ENTER JUDGMENT OR JUDGMENTS
          BY  CONFESSION  OR  OTHERWISE  BY VIRTUE OF THE  WARRANTS  OF ATTORNEY
          CONTAINED  HEREIN AND TO ENFORCE ALL OF THE OTHER  PROVISIONS  OF THIS
          LEASE MAY BE EXERCISED BY ANY ASSIGNEE OF LANDLORD'S RIGHT,  TITLE AND
          INTEREST IN THE LEASE AND IN SUCH  ASSIGNEE'S  OWN NAME,  ANY STATUTE,
          RULE  OF  COURT  OR  LAW,   CUSTOM  OR   PRACTICE   TO  THE   CONTRARY
          NOTWITHSTANDING.

                                       25
<PAGE>

               (b) Curing Tenant's Default: If Tenant shall be in default in the
                   -----------------------
          performance of any of it  obligations  hereunder,  including,  but not
          limited  to the  failure  of Tenant  to  promptly  perform  any of the
          covenants  of this Lease  requiring  Tenant to repair or maintain  the
          Leased  Premises,  Landlord,  without  any  obligation  to do  so,  in
          addition to any other  rights it may have in law or equity,  may elect
          to cure such default on behalf of Tenant after written  notice (except
          in the case of emergency) to Tenant.  Tenant shall reimburse  Landlord
          upon demand for any sums paid or costs  incurred by Landlord in curing
          such default,  including interest thereon from the respective dates of
          Landlord's  making the payments and incurring  such costs,  which sums
          and costs  together with interest  thereon shall be deemed  additional
          rent payable promptly upon being billed therefor.

               (c) Remedies Cumulative:  All of the remedies  hereinbefore given
                   -------------------
          to Landlord and all rights and remedies  given to it by law and 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 his  remedies  or actions  against  the Tenant for rent then
          due, or rent which under the terms hereof,  would in the future become
          due as if there has been no  termination,  or for any and all sums due
          at the time of  which,  under the terms  hereof,  would in the  future
          become due as if there had been no termination, nor shall the bringing
          of any  action  for rent or breach of  covenant,  or the resort to any
          other remedy herein  provided for the recovery of rent be construed as
          a waiver of the right to obtain possession of the Leased Premises.

               (d)  Self-Help:  If Tenant shall  default in the  performance  or
                    ---------
          observance  of any  agreement or condition in this Lease other than an
          obligation to pay money, and shall not cure such default within thirty
          (30) days after notice from Landlord specifying the default,  Landlord
          may, at its option,  without  waiving any claim for damages for breach
          of agreement, at any time thereafter cure such default for the account
          of Tenant,  and any amount paid or incurred for the account of Tenant,
          and Tenant  agrees to reimburse  Landlord  therefor and save  Landlord
          harmless  therefrom;  provided that Landlord may cure any such default
          as aforesaid  prior to the expiration of said waiting period but after
          notice  to  Tenant,  if  the  curing  of  such  default  prior  to the
          expiration  of said  waiting  period but after  notice to  Tenant,  is
          reasonably necessary to protect the real estate or Landlord's interest
          therein,  or to prevent  injury or damage to persons or  property.  If
          Tenant  shall fail upon demand to  reimburse  Landlord  for any amount
          paid for the account of Tenant  hereunder,  said amount shall be added
          to  and  become  due as a  part  of  the  next  payment  of  rent  due
          thereunder.

               (e) Waiver of Errors, Right of Appeal, Stay and Exemption: Tenant
                   -----------------------------------------------------
          hereby  releases to  Landlord  and to any and all  attorneys  whom may
          appear  for  Tenant  all  errors in any  procedure  of action to enter
          judgment by confession by virtue of the warrants of attorney contained
          in this Lease, and all liability  thereof,  Tenant further  authorizes
          the  Prothonotary  or any Clerk of any Court of Record to issue a Writ
          of Execution or other process.  If  proceedings  shall be commenced to
          recover  possession  of the Premises  either at the end of the term or
          sooner  termination of this Lease,  or for  non-payment of rent or for
          any other reasons,  Tenant  specifically Waives the right to the three
          (3) months  notice to quit and/or the fifteen (15) or thirty (30) days
          notice  to quit  required  by the Act of April 6,  1951,  P.L.  69, as
          amended,  and agrees that five (5) days notice shall be  sufficient in
          either or any such case.

                                       26
<PAGE>

16.4. Legal Expenses:
      --------------
          If suit shall be brought or claim  shall be made  (whether or not suit
     is commenced or judgment  entered) for recovery of possession of the Leased
     Premises,  and/or  the  recovery  of rent or any  other  amount  due  under
     provisions  of this Lease,  or because of the breach of any other  covenant
     herein contained,  and the breach shall be established,  the non-prevailing
     party shall pay to the prevailing  party, in addition to all other sums and
     relief available to the prevailing party, all expenses  incurred  therefor,
     including reasonable attorneys' fees to the extent permitted by law.

16.5. Failure to Pay; Interest.
      ------------------------
          If Tenant at any time  shall  fail to pay any  taxes,  assessments  or
     liens,  provide  insurance  or perform any act required by this Lease to be
     made or performed by it, or fail to pay any charge  payable by Tenant or to
     timely  discharge any other monetary  obligation of Tenant required by this
     Lease, Landlord, without waiving or releasing Tenant from any obligation or
     default under this Lease,  may (but shall be under no obligation to) at any
     time  thereafter  make such payment or perform such act for the account and
     at the expense of Tenant.  All sums so paid by  Landlord  and all costs and
     expenses so incurred  shall accrue  interest at a rate equal to the maximum
     rate  permitted  by law from the date of  payment or  incurring  thereof by
     Landlord and shall constitute Other Rent payable by Tenant under this Lease
     and  shall be paid by  Tenant  to  Landlord  upon  demand.  Notwithstanding
     anything to the contrary  contained  herein, if Tenant fails to contest any
     invoice or other  written  demand for payment of rent or any other sums due
     within the time  frames  specified  in the Lease for  payment,  then Tenant
     shall have no rights to contest such invoice or bill thereafter.

                       ARTICLE XVII : ACCESS BY LANDLORD

17.1. Right of Entry.
      --------------
          During the six (6) months prior to the  expiration of the term of this
     Lease or any renewals thereof,  Landlord may exhibit the Leased Premises to
     prospective  tenants or purchasers  and place upon the Leased  Premises the
     usual signage for space rental. Nothing herein contained, however, shall be
     deemed or construed to impose upon Landlord any obligation,  responsibility
     or liability whatsoever for the care, maintenance or repair of the building
     or any part thereof, except as otherwise herein specifically provided.

                       ARTICLE XVIII : TENANT'S PROPERTY

18.1. Taxes on Leasehold.
      ------------------
          Tenant shall be responsible  for and shall pay before  delinquency all
     municipal,  county,  or state taxes assessed  during the term of this Lease
     against any leasehold interest or personal property of any kind owned by or
     placed in, upon, or about the Leased Premises by Tenant.

                                       27
<PAGE>

18.2. Loss and Damage.
      ---------------
          Landlord  shall not be liable  for any  injury or damage to persons or
     property  or loss of  business  resulting  from  fire,  explosion,  falling
     plaster,  steam, gas,  electricity,  water, rain or snow, or leaks from any
     part of the Leased  Premises,  or from the pipes,  appliances  or  plumbing
     works, or from the roof, street or subsurface,  or from any other place, or
     by dampness or by any other cause of whatsoever nature or by rodents,  bugs
     or vermin, and whether originating in the Leased Premises or elsewhere. All
     property of Tenant kept or stored on the Leased  Premises  shall be so kept
     or stored at the risk of Tenant  only,  and Tenant  hereby  holds  Landlord
     harmless  from any  claims  arising  out of damage  to the same,  including
     subrogation claims by Tenant's insurance carriers,  a waiver of which shall
     be obtained in advance by Tenant.

18.3. Notice by Tenant.
      ----------------
          Tenant  shall give  immediate  notice to  Landlord  in case of fire or
     accidents,  or damage to or of  defects in the  Leased  Premises  or in the
     building of which the Leased Premises are a part.

                     ARTICLE XIX : HOLDING OVER; SUCCESSORS

19.1. Holding Over.
      ------------
          Any holding  over after the  expiration  of the term  hereof,  with or
     without the consent of  Landlord,  shall be  construed to be a tenancy from
     month to month at the rents herein specified  (prorated on a monthly basis)
     and shall otherwise be on the terms and conditions herein specified, so far
     as  applicable;  provided,  however,  if such  holding  over is without the
     consent of Landlord, Minimum Rent for such holdover period shall be two (2)
     times the Minimum Rent due for the last month of the Lease Term.

19.2. Successors and Assigns.
      ----------------------
          Except as otherwise herein provided, this Lease and all the covenants,
     terms,  provisions  and  conditions  herein  contained  shall  inure to the
     benefit of and be binding upon the heirs,  representatives,  successors and
     assigns of each party hereto,  and all covenants herein contained shall run
     with the land and bind any and all successors in title to Landlord.

                          ARTICLE XX : QUIET ENJOYMENT

20.1. Landlord's Covenant.
      -------------------
          Upon  payment  by Tenant of the rents  herein  provided,  and upon the
     observance and  performance  of all the covenants,  terms and conditions on
     Tenant's  part to be observed and  performed,  Tenant shall  peaceably  and
     quietly  hold and enjoy the Leased  Premises  for the term  hereby  demised
     without  hindrance  or  interruption  by  Landlord  or any other  person or
     persons  lawfully or  equitably  claiming  by,  through or under  Landlord;
     subject, nevertheless, to all the terms and conditions of this Lease.

                                       28
<PAGE>

                          ARTICLE XXI : MISCELLANEOUS

21.1. Waiver.
      ------
          The  waiver  by  Landlord  of any  breach  of any  term,  covenant  or
     condition  herein  contained  shall  not be  deemed  to be a waiver  of any
     subsequent  breach of the same or any other  term,  covenant  or  condition
     herein  contained.  No  covenant,  term or condition of this Lease shall be
     deemed to have been  waived by  Landlord  unless  such  waiver  shall be in
     writing.

21.2. Accord and Satisfaction.
      -----------------------
          No payment by Tenant or receipt by  Landlord  of a lesser  amount than
     the monthly rent installments herein stipulated shall be deemed to be other
     than on account of the most current  stipulated rent owed at that time, nor
     shall any endorsement or statement on any check or any letter  accompanying
     any check or payment as rent be deemed an accord and satisfaction.

21.3. No Partnership.
      --------------
          Landlord does not, in any way or for any purpose,  become a partner of
     Tenant in the conduct of its business or otherwise,  or joint adventurer or
     a member of a joint enterprise with Tenant.

21.4. Force Majeure.
      -------------
          In the event that either  party hereto shall be delayed or hindered in
     or prevented from the  performance of any act required  hereunder by reason
     of strikes,  lockouts,  labor  troubles,  inability  to procure  materials,
     failure of power,  restrictive  governmental  laws or  regulations,  riots,
     insurrection,  war,  or other  reason of a like nature not the fault of the
     party delayed in performing  work or doing acts required under the terms of
     this  Lease,  then the time  allowed for  performance  of such act shall be
     extended by a period  equivalent to the period of such delay so long as the
     delayed party provides the other with a written  explanation of reasons for
     the delay. The provisions of this Section 21.04 shall not operate to excuse
     Tenant  from  the  prompt  payment  of  Minimum  Rent,  Percentage  Rent or
     Additional Rent or any other payments required by the terms of this Lease.

21.5. Landlord's Liability.
      --------------------
          If Landlord  shall fail to perform any covenant,  term or condition of
     this Lease upon Landlord's  part to be performed,  Tenant may not terminate
     the Lease,  and Tenant's  sole remedies  shall be money damages  (except as
     expressly  provided elsewhere in this Lease) and specific  performance.  If
     Tenant shall recover a money judgment against Landlord, such judgment shall
     be satisfied  only out of the proceeds of sale received  upon  execution of
     such  judgment  and levy thereon  against the right,  title and interest of
     Landlord  in the  Center  as the same may then be  encumbered  and  neither
     Landlord nor if Landlord be a partnership,  any of the partners  comprising
     such partnership shall be liable for any deficiency.  It is understood that
     in no event  shall  Tenant  have any right to levy  execution  against  any
     property of Landlord other than its interest in the Center as  hereinbefore
     expressly  provided.  In the  event  of  the  sale  or  other  transfer  of
     Landlord's right,  title and interest in the Leased Premises or the Center,
     Landlord  shall be released from all liability and  obligations  hereunder.
     The only  warranties  made by Landlord  with  respect to this Lease and the
     Leased  Premises  are  as  expressly  contained  herein.   Landlord  hereby
     expressly and unequivocally  disclaims any and all implied  warranties with
     respect to the Leased Premises and Tenant's use of same, including, but not
     limited to, the implied warranty of habitability.

                                       29
<PAGE>

21.6. Notices and Payments.
      --------------------
          Any notice by Tenant to Landlord must be served by Federal  Express or
     similar overnight  delivery service or by certified mail,  postage prepaid,
     addressed to Landlord at the place  designated  for the payment of rent, or
     at such  other  address  as  Landlord  may  designate  from time to time by
     written  notice.  Any notice by Landlord (which may be given by Landlord or
     Landlord's  attorney  or  management  company)  to Tenant must be served by
     Federal Express or similar overnight delivery service or by certified mail,
     postage  prepaid,  addressed to Tenant at the Leased  Premises,  or at such
     other address as Tenant may designate  from time to time by written  notice
     to  Landlord.  All notices  shall be effective  upon  delivery or attempted
     delivery in accordance with this Section 21.06. Until otherwise notified in
     writing,  Tenant  shall pay all rent  reserved  herein  and all other  sums
     required  under this Lease by check  payable to the order of  Landlord  and
     shall forward the same to Landlord as herein provided.

21.7. Financial Statements.
      --------------------
          The persons  signing this Lease on behalf of Tenant hereby  personally
     represent and warrant to Landlord that the financial  statements  delivered
     to Landlord prior to the execution of this Lease properly  reflect the true
     and  correct  value  of all  the  assets  and  liabilities  of  Tenant  and
     Guarantors.  Tenant acknowledges that in entering into this Lease, Landlord
     is relying upon such  statements and Tenant shall supply  Landlord  updated
     financial statements of Tenant and Guarantors each Lease Year and from time
     to time as requested by Landlord.

21.8. Captions and Section Numbers.
      ----------------------------
          The captions,  section numbers, article numbers and headings appearing
     in this Lease are inserted  only as a matter of  convenience  and in no way
     define, limit, construe or describe the scope or intent of such sections or
     articles of this Lease.

21.9. Definitions.
      -----------
          The  word  "Tenant"  shall  mean  each  and  every  person,   firm  or
     corporation  mentioned as a Tenant herein,  be the same one or more; and if
     there shall be more than one Tenant,  any notice  required or  permitted by
     the terms of this Lease may be given by or to any one thereof, and it shall
     have the same force and effect as if given by or to all  thereof.  If there
     shall  be more  than one  Tenant,  they  shall  all be  bound  jointly  and
     severally.

                                       30
<PAGE>

21.10. Partial Invalidity.
       ------------------
          If any term,  covenant or condition of this Lease,  or the application
     thereof  to any person or  circumstance,  shall to any extent be invalid or
     unenforceable, the remainder of this Lease or the application of such term,
     covenant or condition of this Lease shall be valid and  enforceable  to the
     fullest extent permitted by law.

21.11. Recording.
       ---------
          This Lease or a certificate  or memorandum  thereof may, at the option
     of either  Landlord  or  Tenant,  be  recorded.  Costs of  preparation  and
     recording shall be paid by the party seeking to record the memorandum.  The
     parties shall execute such certificate, short form lease or memorandum in a
     form that is mutually acceptable to them.

21.12. Entire Agreement.
       ----------------
          The  Lease,  the  exhibits  and  rider,  if  any,  set  forth  all the
     covenants,  promises,  agreements,  conditions and  understandings  between
     Landlord  and  Tenant  concerning  the  Leased  Premises,  and there are no
     covenants, promises, agreements, conditions or understandings,  either oral
     or  written,  between  them  other  than as  herein  set  forth.  All prior
     communications, negotiations, arrangements, representations, agreements and
     understandings,  whether oral,  written or both, between the parties hereto
     and their  representatives  are merged herein and extinguished,  this Lease
     superseding and canceling the same. Except as herein otherwise provided, no
     subsequent alteration, amendment, change or addition to this Lease shall be
     binding upon Landlord or Tenant  unless  reduced to writing and executed by
     the party against which such subsequent  alteration,  amendment,  change or
     modification  is to be enforced.  If any  provision  contained in any rider
     hereto is  inconsistent  with any printed  provisions  of this  Lease,  the
     provision  contained in such rider shall supersede said printed  provision.
     Tenant  hereby  acknowledges  that (a) this Lease  contains no  restrictive
     covenants or exclusives in favor of Tenant except as stated in Section 4.01
     (if any); and (b) this Lease shall not be deemed or interpreted to contain,
     by implication or otherwise,  any warranty,  representation or agreement on
     the part of  Landlord  that any  department  store or  regional or national
     chain  store or any other  merchant  shall open for  business  or occupy or
     continue to occupy any premises in or adjoining  the Center during the term
     of this Lease or any part thereof,  and Tenant hereby  expressly waives all
     claims with respect thereto and acknowledges  that Tenant is not relying on
     any such  warranty,  representation  or agreement  by Landlord  either as a
     matter of  inducement in entering into this Lease or as a condition of this
     Lease or as a covenant by Landlord.

21.13. Jury Trial; Claims; Survival.
       ----------------------------
          To the extent permitted by applicable law, and acknowledging  that the
     consequences of said waiver are fully  understood,  Tenant hereby expressly
     waives the right to trial by jury in any action  taken with respect to this
     Lease and waives the right to interpose any set-off or  counterclaim of any
     nature or description in any action or proceeding instituted against Tenant
     pursuant  to this  Lease.  Notwithstanding  anything  in this  Lease to the

                                       31
<PAGE>

     contrary,  the  representations and undertakings of Tenant under this Lease
     shall survive the expiration or termination of this Lease regardless of the
     means of such expiration or termination.

21.14. Applicable Law.
       --------------
          This Lease and the  rights  and  obligations  of the  parties  arising
     hereunder   shall  be  construed  in  accordance   with  the  laws  of  the
     Commonwealth of Pennsylvania.

21.15. Consents and Approvals.
       ----------------------
          Whenever  Landlord's  consent or  approval is  required  herein,  such
     consent or approval  shall not be deemed given until  Landlord has provided
     such consent or approval in writing. Tenant shall pay Landlord's reasonable
     attorneys' fees incurred in connection with Tenant's request for Landlord's
     consent or  approval.  Where the consent or  approval of Landlord  shall be
     required,  such  consent or approval  shall be granted in  Landlord's  sole
     discretion  unless  otherwise  expressly  provided.  With  respect  to  any
     provision  of this Lease  which  either  expressly  provides  or is held to
     provide that Landlord shall not unreasonably withhold or unreasonably delay
     any consent or  approval,  Tenant  shall not be entitled to make claim for,
     and Tenant expressly waives claim for, damages incurred by Tenant by reason
     of  Landlord's  failure  to comply,  it being  understood  and agreed  that
     Tenant's sole remedy shall be an action for specific performance.

21.16. Authority.
       ---------
          In the event  Tenant  hereunder  shall be a  corporation,  the persons
     executing  this Lease on behalf of Tenant hereby  covenant and warrant that
     Tenant is a duly qualified  corporation and all steps have been taken prior
     to the date  hereof to qualify  Tenant to do  business  in the  State;  all
     franchise  and  corporate  taxes have been paid to date;  all future forms,
     reports,  fees and other documents necessary to comply with applicable laws
     will be filed when due; and those persons executing this Lease on behalf of
     Tenant are duly  qualified and authorized to bind, and in fact do bind, the
     corporation.  In the event Tenant hereunder shall be a partnership,  either
     general or limited,  the persons or entities executing this Lease on behalf
     of Tenant  hereby  covenant  and warrant  that  Tenant is a duly  qualified
     partnership  and all steps  have  been  taken  prior to the date  hereof to
     qualify  Tenant to do  business  in the  State,  if  required  by law;  all
     franchise and  partnership  taxes have been paid to date; all future forms,
     reports,  fees and other documents necessary to comply with applicable laws
     will be filed when due; and those  entities  executing this Lease on behalf
     of  partnership  are  duly  qualified  to bind,  and in fact do  bind,  the
     partnership.  This Lease shall be effective  only when it is signed by both
     Landlord and Tenant.  Tenant's  submission  of a signed lease for review by
     Landlord does not give Tenant any  interest,  right or option in the Leased
     Premises.

21.17. Interpretation.
       --------------
          Both  parties have read this Lease and had the  opportunity  to employ
     legal  counsel and negotiate  changes to the Lease.  The Lease is the joint
     product  of the  parties  and,  in the event of any  ambiguity  herein,  no
     inference shall be drawn against a party by reason of document preparation.

                                       32
<PAGE>

21.18. Brokers.
       -------
          Tenant  represents  and  warrants to Landlord  that no broker or agent
     negotiated or was  instrumental in negotiating or  consummating  this Lease
     excepting only Broker.  Broker is representing  Landlord on this Lease, and
     Broker's  commission  shall be paid by  Landlord.  Tenant knows of no other
     real estate  broker or agent who is or might be entitled to a commission or
     compensation in connection with this Lease. All fees,  commissions or other
     compensation  payable  to any  broker or agent of  Tenant  shall be paid by
     Tenant.  Tenant  shall hold  Landlord  harmless  from all damages and shall
     indemnify  Landlord for all damages paid or incurred by Landlord  resulting
     from any claims  asserted  against  Landlord by brokers or agents  claiming
     through  Tenant.  Tenant  acknowledges  that Tenant has been  informed that
     person(s)  associated  with  Broker may have or may  acquire  an  ownership
     interest in the Center, and Tenant  acknowledges by signing this Lease that
     such ownership interest shall not affect the terms,  conditions or validity
     of this Lease.

                   ARTICLE XXII : SECURITY AND RENT DEPOSITS

22.1. Amount of Security Deposit.
      --------------------------
          Tenant,  contemporaneously  with  the  execution  of this  Lease,  has
     deposited with Landlord the sum set forth in Section  1.00(m),  the receipt
     of which is hereby acknowledged by Landlord.  Said deposit shall be held by
     Landlord,  without  liability  for  interest,  as security for the faithful
     performance  by Tenant of all the terms,  covenants and  conditions of this
     Lease by said  Tenant  to be kept and  performed  during  the term  hereof.
     Tenant  specifically agrees that any deposit held hereunder by Landlord may
     be commingled with any other funds of Landlord.

22.2. Use and Return of Security Deposit.
      ----------------------------------
          Should Tenant fail to keep and perform any of the terms, covenants and
     conditions of this Lease to be kept and performed by Tenant, as provided in
     Article XVI, Landlord may appropriate and apply said entire deposit,  or so
     much thereof as may be necessary, to compensate Landlord for loss or damage
     sustained by Landlord due to such breach,  without prejudice to its further
     rights and  remedies.  Should the entire  security  deposit or any  portion
     thereof be appropriated  and applied by Landlord for the payment of overdue
     rent or other sums due from Tenant  hereunder,  then Tenant shall, upon the
     written demand of Landlord, forthwith remit to Landlord a sufficient amount
     in cash to restore  said  deposit to the  original  sum  deposited.  Should
     Tenant comply with all the terms,  covenants and  conditions of this Lease,
     the said deposit shall be returned to Tenant at the end of the term of this
     Lease.  Should Tenant  terminate  this Lease prior to the  Possession  Date
     (except as provided for in Section 1.06) or prior to the end of term,  then
     Tenant shall forfeit its security deposit.

                                       33
<PAGE>

22.3. Rent Deposit.
      ------------
          Tenant,  contemporaneously  with  the  execution  of  this  Lease  has
     deposited with Landlord the sum set forth in Section 1.01(n) to be held and
     applied to the  initial  Minimum  Rent and  Additional  Rent due under this
     Lease.

                ARTICLE XXIII : TENANT AND COVENANTS; EASEMENTS

23.1. Tenant Covenants.
      ----------------
          Notwithstanding  anything to the contrary contained herein, this Lease
     is subject  to and made on the  understanding  that  Landlord  has  granted
     and/or will grant certain restrictions and exclusive use covenants to other
     tenants of the Center (herein the "Tenant Covenants").  Tenant acknowledges
     that Tenant's use and/or  occupancy of the Leased  Premises in violation of
     any current or future Tenant Covenants of which Tenant has been given prior
     written notice by Landlord would subject  Landlord to substantial  damages,
     and as such,  Tenant  acknowledges  and agrees that any such  violation  by
     Tenant of any such Tenant  Covenants  of which  Tenant has been given prior
     written  notice by Landlord  shall  constitute,  after  notice and right to
     cure, an Event of Default under Section 16.1(b).  Nothing contained in this
     Section  23.1  shall be  construed  to  permit  Tenant  to  expand  the use
     restrictions set forth in Section 4.1 hereof.

23.2. Landlord Covenant.
      -----------------
          Landlord  covenants and agrees that it will not grant any other Tenant
     within  Beiler-Campbell  Center-Phase II the right to operate a bank branch
     or engage in any banking  service (retail or otherwise) that is competitive
     with the  Tenant's  use of the  leased  Premises  other  than  mortgage  or
     financial  services  related to  Landlords  real  estate  business,  or the
     business  of  its  affiliate,   Beiler-Campbell   Realtors.   Any  mortgage
     origination  or financial  services  permitted by this  paragraph  shall be
     conducted   in  the   name  of  Brian   Campbell,   B.K   Campbell,   Inc.,
     Beiler-Campbell  Realtors,  Delaware Valley Financial Mortgage, LLC, or any
     entity in which Brian  Campbell  owns at least  twenty five  percent  (25%)
     interest or other retail name that shall be approved by Tenant in advance.

23.3. Easements.
      ---------
          The Center is and/or may be encumbered  and/or  benefited from time to
     time by certain easements, development and operating covenants, and similar
     agreements.  Tenant  agrees  that it shall  abide  by any  such  agreement,
     including  as any  such  agreement  may be  amended  from  time  to time in
     Landlord's  sole  discretion.  Landlord  shall have the right to enter into
     and/or terminate any such agreement in Landlord's sole discretion. Landlord
     covenants and agrees to and with Tenant that no easement,  license or other
     right  granted by Landlord  over any portion of the Center shall  interfere
     with  Tenant's  beneficial  and  economic  use of the  Leased  Premises  or
     vehicular and  pedestrian  access to and from the Leased  Premises over the
     Center to public roads.

                                       34
<PAGE>


               IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
as of the day and year first above written.

                                           LANDLORD:

                                           BEILER-CAMPBELL, INC.


                                           By:     /s/ Brian  Campbell
                                                   -----------------------------


                                           Title:  President
                                                   -----------------------------


                                           Date:  4-26-07

                                           TENANT:

                                           FIRST NATIONAL BANK OF CHESTER COUNTY


                                           By:     /s/ John Featherman
                                                   -----------------------------

                                           Title:  Chief Executive Officer
                                                   -----------------------------


                                           Date:   5-8-07
                                                   -----------------------------


                                       35
<PAGE>



                                   EXHIBIT "A"

                       Overall Development Plan for Center
                               [Graphic Omitted]


                                       36
<PAGE>




                                   EXHIBIT "B"

                                 Leased Premises
                               [Graphic Omitted]


                                       37
<PAGE>


                                   EXHIBIT "C"
                      DISCLOSURE FOR CONFESSION OF JUDGMENT


I am executing, this        day of                         , 200   , a Lease
                     ------        -----------------------      ---

with              ("Landlord").
    --------------

A. I understand that the Lease contains a confession of judgment  provision that
would permit Landlord to enter judgment against me in court,  after a default on
the Lease,  without advance notice to me and without  offering me an opportunity
to defend  against the entry of judgment.  In executing  the Lease,  being fully
aware of my rights to advance notice and to a hearing to contest the validity of
any  judgment or other  claims  that  Landlord  may assert  against me under the
Lease,  I am knowingly,  intelligently,  and  voluntarily  waiving these rights,
including any right to advance notice of the entry of judgment,  and I expressly
agree and consent to Landlord's  entering  judgment  against me by confession as
provided for in the confession of judgment provision. TENANT:


                                                     By:
                                                        ------------------------

                                                     Title:
                                                           ---------------------





                                   EXHIBIT "D"

                              ESTOPPEL CERTIFICATE


THIS CERTIFICATE made the         day of                       , 200___ between
                         --------        ----------------------

------------------------------------------ ("Landlord") and

                                        ("Tenant").
----------------------------------------

                              W I T N E S S E T H:

WHEREAS, Landlord has entered into a lease with Tenant dated                   ,
                                                             -------------------
200    ("Lease") for a storeroom ("Leased Premises") in
   ----                                                 -----------------------,
Pennsylvania.


         WHEREAS, Tenant is in possession of the Leased Premises pursuant to the
Lease and the parties hereto desire to confirm certain dates provided for in the
Lease.

     NOW, THEREFORE, intending to be legally bound, Landlord and Tenant covenant
and agree as follows  (capitalized  terms  being  used  herein as defined in the
Lease):

         1. The Possession Date of Leased Premises is.
         2. The Lease Commencement Date is.
         3. The Lease Expiration Date is.
         4. The Rent Commencement Date is.
         5. The Additional Rent Commencement Date is .
         6. The Gross Leasable Area of the Leased Premises is       square feet.
                                                             -------
     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Certificate
the day and year first above written.
                                                LANDLORD:


                                                By:
                                                   -----------------------------

                                                Title:
                                                      --------------------------

                                                TENANT:


                                                By:
                                                   -----------------------------

                                                Title:
                                                      --------------------------

                                       39
<PAGE>


                                   EXHIBIT "E"

               CONSTRUCTION REQUIREMENTS FOR TENANT'S IMPROVEMENTS


     1. The  Improvements.  Tenant shall be responsible for  constructing on and
        -----------------
within the Premises,  at Tenant's sole cost and expense,  an approximately three
thousand (3,000) square foot, free-standing,  one-story building,  together with
any necessary  and related  improvements,  including,  without  limitation,  all
necessary sewer, water, and other utility services, sidewalks, and other Limited
Common Areas surrounding the Leased Premises (collectively, the "Improvements").
The Improvements  shall be constructed  strictly in accordance with the terms of
this Lease.  Tenant  acknowledges  that Tenant has  inspected  the  Premises and
conducted such tests and inquiries as it deems prudent to determine  whether the
Premises  are  suitable  for  the  Tenant's  Use  and  the  construction  of the
Improvements,  and has accepted the Premises based upon such  investigation  and
without reliance upon any  representations or warranties by Landlord,  except as
may expressly be contained  herein.  Subject to the Landlord's Work set forth in
Paragraph  3.02,  Tenant  hereby  accepts  possession  of the  Premises in their
present condition "AS IS."

     2.  Construction   Plans.  Within  sixty  (60)  days  following  the  Lease
         --------------------
Commencement  Date, Tenant shall deliver to Landlord,  for Landlord's review and
approval, complete construction plans and specifications for the construction of
the Improvements, including grading and drainage plans, utility plans, sewer and
water  service  connections,  locations of ingress and egress to and from public
thoroughfares,  curbs,  gutters,  and  designs  and  locations  for  signage and
landscaping (the "Construction Plans"). The Construction Plans shall be prepared
by an architect or engineer  licensed to practice as such in the Commonwealth of
Pennsylvania.  The Construction  Plans shall reflect that the  Improvements,  if
constructed in accordance with the Construction Plans, will be (i) in compliance
with all Applicable  Laws, and (ii) situated within the boundaries of the Leased
Premises  and Limited  Common Area as depicted on Exhibit  "B".  Landlord  shall
promptly  review the  Construction  Plans and shall notify  Tenant of Landlord's
approval or disapproval  thereof  within ten (10) days following  receipt of the
Construction  Plans.  If  Landlord  disapproves  of the  Construction  Plans  as
aforesaid,  Landlord shall indicate in Landlord's notice the specific reason for
such disapproval, and Tenant shall have the right to submit revised Construction
Plans,  and Landlord shall have ten (10) days following each such submission and
resubmission to notify Tenant of any specific reasonable objection that Landlord
might have.  Time shall be of the essence of all time periods in this paragraph,
and if  Landlord  fails to  notify  Tenant  of  Landlord's  specific  reasonable
objection  to  the  Construction  Plans  or any  revision  thereto,  within  the
applicable  time  period,  Landlord  shall  be  deemed  to  have  approved  such
Construction  Plans. Upon completion of the  Improvements,  Tenant shall provide
Landlord  with a true and complete  copy of all  Construction  Plans and working
drawings reflecting the as-built completion of the Improvements.

3. Permits and Approvals.
   ---------------------
     3.1.  Tenant,  at Tenant's sole cost and expense,  shall be responsible for
obtaining  all  permits,  certificates,  licenses,  and other  approvals  as are
necessary for the  construction  of the  Improvements  from the Township and any
other  governmental  authorities with  jurisdiction over the construction of the

                                       40
<PAGE>

Improvements,  (the  "Regulatory  Approvals")  and  shall  diligently  prosecute
obtaining such permits,  certificates,  licenses, and other approvals.  Landlord
agrees to cooperate with Tenant, at no cost to Landlord, in order to obtain such
permits and approvals, and shall execute such applications, consents, agreements
and instruments as may hereafter be requested by the Governmental Authorities in
order to obtain such Regulatory Approvals. If in connection with the issuance of
any such Regulatory Approvals, any Governmental Authorities requests or requires
material  changes  to  the  Improvements  from  the  concepts  depicted  on  the
Construction  Plans,  such  material  changes  shall  require  the  approval  of
Landlord, which approval shall not be unreasonably  conditioned,  and shall only
be denied if such changes  materially and adversely  affect the use or operation
of the  Premises,  and in any event  shall be granted or denied  within ten (10)
days following  submission,  and any  resubmission,  of the requested changes to
Landlord.  Time shall be of the essence of all time  periods in this  paragraph,
and if  Landlord  fails to  notify  Tenant  of  Landlord's  specific  reasonable
objection to such changes or any revision  thereto,  within the applicable  time
period,  Landlord  shall  be  deemed  to  have  approved  such  changes  to  the
Construction Plans.

     3.2. It is understood and agreed that Tenant's  obligations  hereunder have
been  satisfied as of the Lease  Commencement  Date of this  Agreement  and; all
Regulatory Approvals have been received and are in force.

     4.  General  Contractor.  Within  sixty (60) days after the approval of the
         -------------------
Construction  Plans by Landlord,  Tenant shall furnish  Landlord with a true and
complete  copy  of  Tenant's  proposed  contract  for  the  construction  of the
Improvements (the "Construction Contract") with a licensed and reputable general
contractor selected by Tenant.

     5. Documents from Tenant.  Prior to  commencement  of  construction  of the
        ---------------------
Improvements,  Tenant shall furnish to Landlord, at Tenant's expense,  copies of
the following  documents:  (i) a stipulation and waiver against mechanics liens,
properly  filed  with the  Prothonotary  for the  Court of  Common  Pleas of the
County,  signed by the General  Contractor  and  otherwise  in  accordance  with
Applicable  Laws to waive on behalf of  General  Contractor  and all of  General
Contractor's  subcontractors  and  suppliers  all  rights to file and  prosecute
mechanic's  and  supplier's  lien lights that may  otherwise be available  under
Applicable Laws; (ii) insurance  certificates for Tenant and General Contractor,
in form reasonably  satisfactory to Landlord,  evidencing the insurance required
to provided by the terms  hereof;  and (iii) the building  permit  issued by the
Township for the construction of the Improvements.

     6.  Commencement  and  Completion of  Construction.  Within sixty (60) days
         ----------------------------------------------
after the later of (i)  approval of the  Construction  Plans by Landlord or (ii)
receipt of the Regulatory  Approvals,  Tenant shall commence the construction of
the Improvements and shall  diligently  pursue such  construction to completion.
Landlord shall, and hereby does grant, an easement for construction  staging and
fencing on,  over,  and across  other lands of the  Landlord not included in the
Leased Premises,  if any. Tenant shall be responsible for all costs and expenses
incurred in connection  with the  construction of the  Improvements,  including,
without   limitation  design  and  engineering  fees.  Tenant  shall  cause  the
Improvements  to be completed in substantial  conformity  with the  Construction
Plans,  and in accordance  with  Applicable  Laws, and in a good and workmanlike
manner.  Landlord's review of the Construction  Plans and Construction Plans for
the Improvements  shall not affect the liability of Landlord or Tenant otherwise
allocated or assumed under this Lease.  Tenant shall be  responsible  and liable
for any and all tap-in fees and all impact fees, if any,  which are normally and
customarily charged and required by any Governmental  Authorities as a result of
or in connection  with the exclusive use or occupancy of the Premises by Tenant.
Tenant shall promptly pay and discharge all costs,  expenses,  damages and other
liabilities which may arise in connection with or by reason of the Improvements,
and shall  indemnify,  defend and hold harmless the Landlord and the Premises in
the event of any nonpayment of same.

                                       41
<PAGE>

     7. Mechanics' Liens. Tenant shall not create or permit any liens, claims or
        ----------------
assessments  (actual or contingent) to be asserted  against the Premises for any
material,  labor or other items furnished in connection with the construction of
the  Improvements.  Tenant shall be responsible  for removing,  discharging  and
satisfying any liens or claims of lien within sixty (60) days  following  notice
thereof.

     8. Access to the Work. During the construction of the Improvements, Tenant,
        ------------------
upon reasonable  advance notice,  shall permit Landlord and its  representatives
and agents to enter  upon the  Leased  Premises  to  inspect  the  Improvements.
Tenant,  or a  representative  of  Tenant,  shall  be  present  during  all such
inspections,  and shall  cooperate  and shall  cause the General  Contractor  to
cooperate  with Landlord and Landlord's  representatives  and agents during such
inspections;  provided,  however,  that  this  provision  shall not be deemed to
impose  upon  Landlord  any duty or  obligation  whatsoever  to  undertake  such
inspections,  to correct any defects in the Improvements or to notify any person
with respect  thereto.  Upon notice thereof,  Tenant shall promptly  correct any
material departure from the approved Construction Plans.

     9.  Insurance  During  Construction.  In  addition  to the other  insurance
         -------------------------------
required to be obtained or  maintained  by Tenant  under this Lease,  during the
construction of the Improvements,  Tenant shall cause the General  Contractor to
obtain and maintain, the following insurance coverage:

          9.1.  Builder's  risk  insurance,  insuring  the  Improvements  during
     construction  (including  all  materials  and  equipment  used  therein and
     whether stored on site or incorporated into the Improvements, or stored off
     of the Leased Premises with Tenant's  consent,  and while in transit to the
     Premises)  against all risks of physical loss and damage,  by fire,  theft,
     vandalism,  and other risks,  including collapse, and coverage of materials
     in transit.  Landlord  and Tenant  shall be named as loss payees under such
     insurance,  as their respective  interests may appear. Such insurance shall
     have deductibles as are reasonably satisfactory to Landlord and Tenant, and
     shall be in such form and issued by such  companies as shall be approved by
     Landlord. Tenant shall have the right to obtain builder's risk insurance on
     behalf of the General Contractor.

          9.2.  Worker's  compensation  insurance,  with the  minimum  limits as
     required by the laws of the  Commonwealth of  Pennsylvania,  and Employer's
     liability insurance with minimum limits of $500,000, covering the employees
     of General  Contractor  and the  General  Contractor's  subcontractors  and
     suppliers.

          9.3.  Commercial  General Liability  insurance with a limit of no less
     than One Million  Dollars  ($1,000,000.00)  for each  occurrence and with a
     general aggregate limit of no less than One Million Dollars ($1,000,000.00)
     covering  all damage or loss,  including  injury  and death,  caused by the
     activities  of  the  General   Contractor  and  the  General   Contractor's
     subcontractors and suppliers.

                                       42
<PAGE>

          9.4.  Automobile  liability  with a limit of no less than One  Million
     Dollars  ($1,000,000.00)  for each occurrence and with a general  aggregate
     limit of no less than One  Million  Dollars  ($1,000,000.00)  covering  all
     damage or loss,  including injury and death,  caused by automobiles  owned,
     hired,  or leased by the General  Contractor  and the General  Contractor's
     subcontractors and suppliers.

          9.5.  Excess  umbrella  liability,  with  coverage  as  least as broad
     necessary to insure the risks covered  under each of the aforesaid  primary
     liability insurance policies, and having limits of no less than Two Million
     Dollars  ($2,000,000.00)  for each occurrence and with a general  aggregate
     limit of no less than Two Million Dollars ($2,000,000.00).

     10. Ownership of the Improvements.  During the Term, the Building and other
         -----------------------------
Improvements  constructed by Tenant,  including all fixtures,  shall be the sole
and exclusive property of Tenant and its permitted  assignees,  and Tenant alone
shall be entitled  to deduct all  depreciation  thereof on  Tenant's  income tax
returns,  and  mortgage,  pledge or assign the same as  collateral in connection
with any financing. Upon the expiration or sooner termination of this Lease, all
rights,  ownership,  title and interest to the  Building and other  Improvements
erected  on  the  Premises  by  Tenant  and  any  Alterations   thereto,   shall
automatically  vest  in and be  transferred  to  Landlord,  its  successors  and
assigns,  without notice or action on the part of either of the parties  hereto,
and such expiration or termination  shall constitute an automatic  assignment by
Tenant of Tenant's  right to receive any rents or payments  from any  assignees,
subtenants, or licensees of all or any portion of the Premises.

                                       43
<PAGE>



                                   APPENDIX I
                                   ----------
BEILER-CAMPBELL BUSINESS CENTER
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                      FIRST NATIONAL BANK OF CHESTER COUNTY
                            SCHEDULE OF RENTS & FEES




                                                                  ESTIMATED
                                  BASE-MINIMUM RENT        COMMON AREA MAINTAINENCE                    COMBINED



 Years    Square    Annually    Monthly    AMOUNT SFT      Annually        Monthly          Total Annual       Total Monthly
           Feet
<S>       <C>       <C>        <C>         <C>             <C>             <C>              <C>                <C>


   1      3,000     120,000    10,000.00    1.75            5.250          437.50            125,250.00          10,437.50


   2      3,000     120,000    10,000.00    1.75            5.250          437.50            125,250.00          10,437.50


   3      3,000     120,000    10,000.00    1.75            5.250          437.50            125,250.00          10,437.50


   4      3,000     120,000    10,000.00    1.75            5.250          437.50            125,250.00          10,437.50


   5      3,000     120,000    10,000.00    1.75            5.250          437.50            125,250.00          10,437.50


   6      3,000     141,000    11,750.00    1.75            5.250          437.50            146,250.00          12,187.50


   7      3,000     145,935    12,161.25    1.75            5.250          437.50            151,185.00          12,598.75


   8      3,000     151,043    12,586.89    1.75            5.250          437.50            156,292.73          13,024.39


   9      3,000     156,329    13,027.44    1.75            5.250          437.50            161,579.22          13,464.94


  10      3,000     161,801    13,483.40    1.75            5.250          437.50            167,050.74          13,920.90
</TABLE>


Five Year Renewal Period

<TABLE>
<CAPTION>

<S>       <C>       <C>        <C>          <C>             <C>            <C>               <C>                <C>

  11      3,000     167,464    13,955.31    1.75            5.250          437.50            172,713.77          14,392.81


  12      3,000     173,325    14,443.75    1.75            5.250          437.50            178,575.00          14,881.25


  13      3,000     179,391    14,949.28    1.75            5.250          437.50            184,641.38          15,386.78


  14      3,000     185,670    15,472.51    1.75            5.250          437.50            190,920.07          15,910.01


  15      3,000     192,169    16,014.04    1.75            5.250          437.50            197,418.53          16,451.54
</TABLE>


Five Year Renewal Period
<TABLE>
<CAPTION>
<S>       <C>       <C>        <C>          <C>             <C>            <C>               <C>                 <C>

  16      3,000     198,894    16,574.54    1.75            5.250          437.50            204,144.43          17,012.04


  17      3,000     205,856    17,154.64    1.75            5.250          437.50            211,105.73          17,592.14


  18      3,000     213,061    17,755.06    1.75            5.250          437.50            218,310.68          18,192.56


  19      3,000     220,518    18,376.48    1.75            5.250          437.50            225,767.80          18,813.98


  20      3,000     228,236    19,019.66    1.75            5.250          437.50            233,485.93          19,457.16
</TABLE>


Five Year Renewal Period
<TABLE>
<CAPTION>

<S>       <C>       <C>        <C>          <C>             <C>            <C>               <C>                 <C>
  21      3,000     236,224    19,685.35    1.75            5.250          437.50            241,474.19          20,122.85


  22      3,000     244,492    20,374.34    1.75            5.250          437.50            249,742.03          20,811.84


  23      3,000     253,049    21,087.44    1.75            5.250          437.50            258,299.25          21,524.94


  24      3,000     261,906    21,825.50    1.75            5.250          437.50            267,155.98          22,263.00


  25      3,000     271,073    22,589.39    1.75            5.250          437.50            276,322.69          23,026.89
</TABLE>


Four Year Renewal Period
<TABLE>
<CAPTION>

<S>       <C>       <C>        <C>          <C>             <C>            <C>               <C>                 <C>
  26      3,000     280,560    23,380.02    1.75            5.250          437.50            285,810.23          23,817.52


  27      3,000     290,380    24,198.32    1.75            5.250          437.50            295,629.84          24,635.82


  28      3,000     300,543    25,045.26    1.75            5.250          437.50            305,793.13          25,482.76


  29      3,000     311,062    25,921.85    1.75            5.250          437.50            316,312.14          26,359.35
</TABLE>


              3.50% ANNUAL INCREASE                  ADJUSTED ANNUALLY TO ACTUAL





     1 - Tenant is responsible for own taxes and insurance;  reimburses Landlord
     for CAM only

     2  -  Option  Period  rent:  To  be   negotiated   prior  to   commencement




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<PAGE>