NET LEASE AGREEMENT


      THIS NET LEASE  AGREEMENT  (this "Lease") is made as of September 28, 2007
(the  "Effective  Date"),  by and  between FI  Properties  Pool I LP, a Delaware
limited partnership  ("Landlord"),  and First National Bank of Chester County, a
national banking association ("Tenant")  (collectively,  Landlord and Tenant may
hereafter be referred to as the "Parties" or individually as a "Party").

                                    RECITALS

      A.  Landlord  is the  owner of  approximately  2.2  acres  of real  estate
commonly  referred  to as 202 Carter  Drive  situated  in the  Township  of West
Goshen, County of Chester, Commonwealth of Pennsylvania,  which property is more
particularly described on Exhibit A attached hereto and all of the buildings and
improvements situated thereon (collectively, the "Demised Premises"). On today's
date, Landlord purchased the Demised Premises from Tenant, pursuant to a certain
Agreement for Purchase and Sale of Real Estate  between  Tenant  (identified  as
"Seller" therein) and Landlord, as assignee of FTN Ramp, LLC, a Delaware limited
liability company, dated September ___, 2007 (identified as the "Buyer" therein)
(the "Purchase Agreement").

      B.  Landlord  wishes to lease the Demised  Premises to Tenant,  and Tenant
wishes to lease the same from Landlord, upon the terms set forth herein.

      C. The  Parties  intend  this  Lease to be a  bondable,  fully net  lease,
wherein Tenant is responsible for all operating expenses (e.g.,  property taxes,
insurance,  utilities,  Repairs (as such term is defined in Section 6.2 herein),
maintenance and needed replacements) and, in addition, Tenant has no termination
or abatement rights  whatsoever.  This mutual intention of the Parties should be
followed by an  arbitrator  or other trier of fact to interpret and enforce this
Lease if a dispute or controversy  arises between  Landlord and Tenant (or their
successors or permitted assigns).

      D. The Parties  have  included  provisions  in this Lease to evidence  the
requirement and expectancy of Landlord  described in Recital C above,  including
(by way of illustration and not limitation), (i) an express obligation of Tenant
to continue payment of Base Rent or its present value equivalent to Landlord for
the entire Lease Term, notwithstanding the full or partial taking,  condemnation
or  destruction  of the Demised  Premises  during the Lease Term (see Section 12
below),  and (ii) an  express  waiver by Tenant of any right to  terminate  this
Lease and its  obligations  hereunder  during the Lease Term (see Section  27.16
below).  Tenant  has  expressly,  knowingly  and  intentionally  agreed  to such
provisions,  which the  Parties  acknowledge  may not be  customary  in all net,
long-term leases.

                                    AGREEMENT

      In consideration of the foregoing  Recitals (all of which are incorporated
in this  Lease),  the  mutual  covenants  herein  contained  and other  good and
valuable  consideration  (the  receipt,  adequacy and  sufficiency  of which are
hereby acknowledged by the Parties by their execution hereof), the Parties agree
as follows:

1.    Demise; True Lease. Subject to the terms and  conditions  hereof, Landlord
hereby leases to Tenant,  and Tenant hereby  leases from  Landlord,  the Demised
Premises,  subject  to the items set forth on  Exhibit B  attached  hereto  (the
"Permitted Exceptions"),  together with all rights,  privileges and interests of
Landlord and easements appurtenant thereto. Landlord and Tenant intend that: (i)
this Lease is a "true  lease" for tax  purposes,  and an  "operating  lease" for
financial  accounting  purposes,  and  not a  financing  lease,  capital  lease,
mortgage, equitable mortgage, deed of trust, trust agreement, security agreement
or other  financing or trust  arrangement,  and the  economic  realities of this
Lease are those of a true lease; and

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(ii) the business  relationship  created by this Lease and any related documents
is solely that of a long-term  commercial  lease between Landlord and Tenant and
has been entered  into by Landlord and Tenant in reliance  upon the economic and
legal bargains contained herein.  Landlord and Tenant acknowledge and agree that
the Lease Term is less than the remaining economic life of the Demised Premises.
Landlord  and  Tenant  irrevocably  waive any claim or  defense  based  upon the
characterization  of  this  Lease  as  anything  other  than  a true  lease  and
irrevocably waive any claim or defense which asserts that this Lease is anything
other than a true lease.  Landlord and Tenant covenant and agree that they shall
not assert that this Lease is anything  but a true  lease.  Landlord  and Tenant
stipulate  and  agree  not  to  challenge  the   validity,   enforceability   or
characterization  of this Lease as a true lease, and Landlord and Tenant further
stipulate and agree that nothing  contained in this Lease creates or is intended
to create a joint venture,  partnership (either de jure or de facto),  equitable
mortgage, trust, financing device or arrangement, security interest or the like.
Landlord and Tenant shall support the intent of the Parties that this Lease is a
true lease if, and to the extent that, any challenge  occurs.  Tenant represents
and warrants to Landlord that (i) the annual rental  payable under this Lease is
the fair market value for the use of the Demised Premises and has been agreed to
by  Landlord  and Tenant on that basis,  and (ii) the  execution,  delivery  and
performance  by Tenant of this Lease does not  constitute a transfer of title of
all or any part of the Demised  Premises.  The  expressions of intent,  waivers,
representations, warranties, covenants, agreements and stipulations set forth in
this Section 1 are a material inducement to Landlord entering into this Lease.

2.    Term;  Renewal  Options.  The term of this Lease  shall  commence  on  the
Effective  Date and expire at 11:59 p.m. on the day before the fifteenth  (15th)
annual anniversary of the Effective Date (the "Lease Term"). If Tenant is not in
default under this Lease at the end of the initial Lease Term, Tenant shall have
the right to renew the Lease Term for successive periods of five (5) years, five
(5) years and then four (4) years by giving Landlord  written notice of Tenant's
intent to renew the Lease at least one  hundred  twenty  (120)  days  before the
expiration  of the  then-current  Lease Term.  The renewal  shall be on the same
terms and conditions contained in this Lease, except that the Base Rent shall be
as set forth below.

3.    Rent.

      3.1. Base Rent for Lease Term.  Annual "Base Rent" during each year of the
Lease Term shall be (i) $264,750.00,  payable,  in advance,  on the first day of
each  Rental  Month , as defined  below,  in twelve (12) equal  installments  of
$22,062.50  during the first (1st) year of the Lease Term;  (ii) Base Rent shall
be increased each year of the second (2nd) through the fifteenth (15th) years of
the Lease Term by 1.0% of the  annual  Base Rent for the  immediately  preceding
lease year,  payable,  in advance,  on the first day of each  Rental  Month,  in
twelve  (12)  equal  installments,  and (iii) if,  and to the  extent,  Tenant's
renewal options are validly exercised hereunder, Base Rent shall be increased in
each year of the sixteenth (16th) through twenty-ninth (29th) years of the Lease
Term,  as  applicable,  by 2.0% of the Base Rent for the  immediately  preceding
lease year, payable in advance, on the first day of each Rental Month, in twelve
(12) equal installments, such annual Base Rent being as follows:

      Year 2 of the Lease Term  Annual Base Rent  $267,397.50

      Year 3 of the Lease Term  Annual Base Rent  $270,071.48

      Year 4 of the Lease Term  Annual Base Rent  $272,772.19

      Year 5 of the Lease Term  Annual Base Rent  $275,499.91

      Year 6 of the Lease Term  Annual Base Rent  $278,254.91

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      Year 7 of the Lease Term  Annual Base Rent  $281,037.46

      Year 8 of the Lease Term  Annual Base Rent  $283,847.83

      Year 9 of the Lease Term  Annual Base Rent  $286,686.31

      Year 10 of the Lease Term Annual Base Rent  $289,553.17

      Year 11 of the Lease Term Annual Base Rent  $292,448.70

      Year 12 of the Lease Term Annual Base Rent  $295,373.19

      Year 13 of the Lease Term Annual Base Rent  $298,326.92

      Year 14 of the Lease Term Annual Base Rent  $301,310.19

      Year 15 of the Lease Term Annual Base Rent  $304,323.29

First Renewal Option (if applicable):

      Year 16 of the Lease Term Annual Base Rent  $310,409.76

      Year 17 of the Lease Term Annual Base Rent  $316,617.96

      Year 18 of the Lease Term Annual Base Rent  $322,950.32

      Year 19 of the Lease Term Annual Base Rent  $329,409.33

      Year 20 of the Lease Term Annual Base Rent  $335,997.52

Second Renewal Option (if applicable):

      Year 21 of the Lease Term Annual Base Rent  $342,717.47

      Year 22 of the Lease Term Annual Base Rent  $349,571.82

      Year 23 of the Lease Term Annual Base Rent  $356,563.26

      Year 24 of the Lease Term Annual Base Rent  $363,694.53

      Year 25 of the Lease Term Annual Base Rent  $370,968.42

Third Renewal Option (if applicable):

      Year 26 of the Lease Term Annual Base Rent  $378,387.79

      Year 27 of the Lease Term Annual Base Rent  $385,955.55

      Year 28 of the Lease Term Annual Base Rent  $393,674.66

      Year 29 of the Lease Term Annual Base Rent  $401,548.15

If the Lease Term commences on a day other than the first day of a Rental Month,
or if the Lease Term expires on a day other than the last day of a Rental Month,
then Base Rent for that  month  shall be  prorated

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and shall be calculated by multiplying the applicable  monthly  installment by a
fraction,  the  numerator  of which shall be the number of days Base Rent covers
during  such  commencement  or  expiration  month,  as the case may be,  and the
denominator  of which shall be the actual  number of days in such month.  Tenant
shall  pay to  Landlord  Base Rent for the first  month on the  Effective  Date.
Tenant shall pay Landlord  Base Rent by electronic  transfer  pursuant to wiring
instructions  from  time  to  time  provided  by  Landlord,  or,  at  Landlord's
discretion,  to Landlord's  payment  address set forth in Section 27.15 below or
such other place as Landlord may direct Tenant,  in writing,  from time to time.
"Rental  Month" shall mean a rental period  commencing on the first calendar day
of a calendar month and ending on (and including) the final calendar day of such
calendar month, provided that Landlord shall have the right, by notice to Tenant
in accordance  with Section  27.15,  to designate as the Rental Month the period
commencing on any fixed  numerical date of the calendar month and ending on (and
including) the  immediately  precedent  numerical  calendar day of the following
calendar  month (i.e. if Landlord  shall have  designated  the fifteenth  (15th)
calendar day of a calendar month as the first day of a Rental Month, such Rental
Month shall end on (and  include)  the  fourteenth  (14th)  calendar  day of the
following calendar month).

3.2.  Payment  of  Rent.  All Base Rent and   Additional  Rent (as such term is
defined  in  Section  3.3  below)  which is to be paid to  Landlord,  and  other
payments to be made to Landlord by Tenant  hereunder shall be payable,  in legal
tender, by electronic transfer pursuant to wiring instructions from time to time
provided by Landlord, or, at Landlord's direction, to Landlord's payment address
set forth in Section  27.15  below or such other  place as  Landlord  may direct
Tenant,  in  writing,  from  time to  time.  Tenant  shall  pay all  Base  Rent,
Additional  Rent and  other  payments  to be made by  Tenant  hereunder  without
notice, abatement, demand, offset or counterclaim.

3.3.  Additional Rent.

         3.3.1.  Term Defined.  Tenant shall pay as "Additional Rent" any amount
designated as "Additional  Rent"  hereunder.  Without limiting in any manner the
amounts  designated as Additional  Rent herein,  Additional  Rent shall include,
without  limitation,   all  costs  and  expenses  incurred  for  the  operation,
maintenance,  Repair,  use or occupancy of the Demised  Premises,  including the
cost and expense of the following: snow and ice plowing and removal;  gardening,
landscaping,  replanting  and  replacing  flowers and  shrubbery;  Repair of the
Demised Premises; electricity,  water, gas, sanitary sewer,  telecommunications,
and all other  utilities;  maintenance  and  Repair  of  fixtures  and  building
systems;  maintenance  and Repair of elevators  and service  contracts  thereon;
operation,  maintenance  and  Repair  of  parking  lots  or  garages,  including
machinery and equipment used in such operation and including systems  regulating
automobile and pedestrian traffic;  sanitary control and extermination;  removal
of rubbish,  garbage and other refuse;  installation,  maintenance and Repair of
security  systems  and  policing;  maintenance  and  Repair  of  paving,  curbs,
driveways, sidewalks, and drainage facilities; operation, maintenance and Repair
of the heating,  ventilating and air-conditioning systems ("HVAC"); cleaning and
janitorial  services;  maintenance  and  Repair  of all  doors  and glass in the
Demised  Premises  and the roof;  maintenance  and Repair of the fire  sprinkler
systems; all costs for Landlord's routine inspections of the Demised Premises as
allowed under this Lease;  all fees and costs incurred by Landlord in connection
with any  alterations,  additions,  reconstruction  or renovation of the Demised
Premises in  compliance  with this Lease,  whether  any of the  foregoing  arise
following  a  casualty  or  condemnation  or  otherwise;  real  estate  brokers'
commissions  incurred by Tenant;  and all costs and expenses required to be paid
under any of the documents identified as Permitted  Exceptions.  Notwithstanding
the foregoing,  Additional  Rent does not include any of the following costs and
expenses:  (a) real estate  brokers'  commissions  incurred by Landlord  (except
following an Event of Default (as defined in Section 13  herein));  (b) interest
and  amortization  under  mortgages  or deeds of trust  executed by Landlord and
encumbering the Demised Premises; and (c) any inheritance,  estate,  succession,
transfer, gift, franchise, corporation or federal or state income taxes based on
the Rent received for the Demised Premises. Additional Rent shall either be

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<PAGE>

paid to Landlord in the case of any of the foregoing costs or expenses  incurred
by  Landlord,  or paid  directly  by Tenant in the case of any of the  foregoing
costs or expenses incurred by Tenant.

         3.3.2.  Payment of Additional Rent.  Unless otherwise  specifically set
forth herein,  Tenant shall pay Landlord the Additional Rent which is payable to
Landlord on the first day of each calendar month by electronic transfer pursuant
to wiring instructions from time to time provided by Landlord, or, at Landlord's
direction,  to  Landlord's  payment  address set forth in Section 27.15 below or
such other place as Landlord may direct Tenant, in writing, from time to time.

      3.4.  Past Due Rent. If Tenant fails to pay (i) Base Rent on or before the
date on which it shall be due, or (ii) Additional Rent payable to Landlord on or
before the date on which it is due, or (iii) any other amount or charge  payable
hereunder when due, then Tenant shall pay an additional administrative charge of
five percent  (5%) of the amount of each late payment (or, if less,  the maximum
administrative  charge  allowed by law) if such late  payments  are made  within
seven (7) days of the date due and if such  amounts  remain  unpaid  after  such
seven (7) day period,  interest at the per annum rate equal to the lesser of (a)
the prime rate of interest  published  by the Wall Street  Journal  from time to
time as of the date of the breach plus four percent (4%) or (b) the maximum rate
of interest  allowed by law shall be charged and shall be paid by Tenant on each
unpaid  amount,  retroactive  to the date such  amount  shall  have been due and
payable.

4.       Landlord's Net Return; Net Lease.

         4.1. Landlord's Net Return.  Landlord and Tenant intend that this Lease
shall  constitute a "net lease," so that the Base Rent and the  Additional  Rent
shall provide  Landlord with an absolutely "net" return for the Lease Term, free
of all costs,  expenses or charges with respect to the Demised Premises.  Tenant
shall pay,  subject to the terms of this Lease,  as Additional  Rent before they
become delinquent, all items of cost or expense arising during and pertaining to
the Lease  Term  attributable  to the  operation,  maintenance,  Repair,  use or
occupancy of the Demised Premises or any portion thereof applicable to or during
the Lease Term. The Base Rent payable hereunder shall be net to Landlord so that
this Lease shall  yield to  Landlord  the Base Rent  specified  herein,  and all
costs,  expenses and obligations of every kind and nature whatsoever relating to
the  Demised  Premises  during  the Lease Term  shall be  performed  and paid by
Tenant, subject to the terms of this Lease. This Lease is a bondable,  fully net
lease and all Base Rent,  Additional  Rent and other amounts  payable under this
Lease shall be absolutely net to Landlord,  Tenant acknowledging  Landlord shall
have no obligation or responsibility whatsoever under this Lease for the payment
of any costs associated with the Demised Premises,  including but not limited to
taxes,  utilities,  insurance,  building  maintenance,   Repairs,  replacements,
improvements,  additions or  modifications  to the Demised  Premises or any part
thereof,  structural or nonstructural Repairs for the Demised Premises,  Repairs
for HVAC or  equipment  or  facilities  used  with the  HVAC  system  or for the
mechanical,  plumbing  or  electrical  systems for the  Demised  Premises,  roof
Repairs,  or for any other costs  associated  with or  incidental to the Demised
Premises or the use,  occupancy  or operation  of the Demised  Premises,  all of
which are the sole responsibility of Tenant.

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<PAGE>

5.       Use of Demised Premises.

         5.1.  Restrictions  on Use. The Demised  Premises shall be occupied and
used by Tenant for a bank office facility and no other purpose without the prior
written  consent of  Landlord,  which  consent  may be granted  or  withheld  in
Landlord's sole and absolute discretion. In no event, however, shall the Demised
Premises be used or  occupied  by Tenant in any manner  contrary to Law (as such
term is defined in this  Section  5.1) or any  agreement,  restriction  or other
matter of record.  "Laws" shall mean all  statutes,  laws,  regulations,  codes,
ordinances,  orders and requirements of all federal, state and local governments
and  appropriate  departments,  commissions  and boards  (including the officers
thereof)   applicable  to  the  Demised   Premises,   whether  now  existing  or
subsequently enacted.

         5.2.  Right  of  Entry.  Notwithstanding  Tenant's  use of the  Demised
Premises,  Landlord or its  representatives  may enter the  Demised  Premises at
reasonable times and upon at least twenty-four (24) hours prior notice to Tenant
(except in the case of an emergency,  as determined by Landlord,  in which case,
no prior notice shall be  required),  for the  purposes of: (i)  inspecting  the
Demised Premises to verify Tenant is complying with this Lease;  (ii) exercising
Landlord's  rights under the Lease;  (iii)  performing  any work which  Landlord
shall elect to undertake for the safety, preservation, benefit or welfare of the
Demised  Premises;  (iv) exhibiting or appraising the Demised Premises for sale,
lease or  financing;  (v)  performing  any work which  Landlord  shall  elect to
undertake  made  necessary  by reason of  Tenant's  default  hereunder;  or (vi)
performing any environmental  assessment or other right under Section 21 herein.
Landlord's right of entry under this Section 5.2 does not constitute an eviction
of  Tenant,  in whole or in part,  and no Base  Rent,  Additional  Rent or other
amounts payable  hereunder shall be reduced or abated, in whole or in part, as a
result of  Landlord  exercising  its right of entry  hereunder.  This  "right of
entry"  shall not be  intended,  nor may it be  construed,  to be limited to its
technical legal meaning.

6.       Condition, Repairs and Maintenance.

         6.1.  Delivery of Demised Premises.  Landlord does not warrant,  either
explicitly or impliedly,  the condition or fitness of the Demised Premises.  The
Parties  acknowledge that the Tenant is the former owner of the Demised Premises
and Tenant has occupied and operated the Demised Premises prior to the Effective
Date of this Lease,  has inspected the Demised  Premises and accepts the same in
its present "AS IS" condition.  Tenant acknowledges that the Demised Premises is
in good order and satisfactory condition as of the Effective Date.

         6.2. Repairs and  Maintenance.  Throughout the Lease Term,  Tenant,  at
Tenant's  sole cost and expense,  shall  maintain and keep the Demised  Premises
(including  without  limitation  all  buildings  and  exterior  areas)  in  good
condition  and  Repair  all  systems  and  components  in  good  working  order,
regardless  of  whether  interior  or  exterior,  structural  or  nonstructural,
ordinary or extraordinary,  or foreseen or unforeseen. The term "Repair" as used
herein shall include all necessary repairs, replacements, renewals, alterations,
additions  or  betterments.  All  Tenant's  work  performed  hereunder  shall be
performed in accordance  with the terms and  procedures  described in Section 11
below. Tenant shall do all acts necessary for the safety and preservation of the
Demised Premises and the  improvements  located thereon and all other acts which
may be necessary by reason of any  excavation or other  building  operation upon
any adjoining  property or street,  alley or passageway.  Whether Repairs to the
Demised  Premises  and  adjoining  areas are  necessary  and  adequate  shall be
measured by the appropriate  standard for  improvements of similar  construction
and class. However, Tenant shall in any event make all necessary Repairs in such
a manner as to avoid any  structural  damage  or injury to the  building(s)  and
other  improvements  located on the Demised Premises.  Tenant shall maintain all
portions  of the Demised  Premises  and  adjoining  areas in a clean and orderly
condition,  free of dirt, rubbish, snow, ice, and unlawful obstructions.  Tenant
shall  assume the full and sole  responsibility  for the  condition,  operation,
Repair, maintenance,  and management of the Demised Premises and adjoining areas
over which  Tenant

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has control,  including without  limitation,  any paving and striping of parking
and hard surface areas, mowing and landscaping. Tenant shall perform any item of
Repair or maintenance as may at any time or from time to time be required by any
Law.  Tenant shall not damage the Demised  Premises,  shall maintain and keep in
Repair  all  improvements,  as well as  Tenant's  property  located in or on the
Demised  Premises,  and shall  maintain a first class general  appearance of the
Demised  Premises.   Tenant   acknowledges  and  agrees  that  Landlord  has  no
obligations  to maintain or Repair any portion of the Demised  Premises.  Tenant
hereby acknowledges and agrees that no disclosures made by, or other information
provided by,  Tenant set forth in the Seller's  Disclosure  Statements  (as that
term  is  defined  in  the  Purchase  Agreement)  shall  relieve  Tenant  of any
maintenance  or Repair  obligation  hereunder,  but Tenant shall be obligated to
promptly  commence  any  necessary  Repairs and remedy any  deficiencies  in the
condition of the Demised Premises as indicated herein and therein.

7.   Compliance with Laws.  During the Lease Term,   Tenant's use and occupation
of the Demised Premises, and the condition thereof, shall, at Tenant's sole cost
and  expense,  comply fully with all Laws.  Tenant  shall  maintain all required
licenses  and permits,  both  governmental  and private,  to use and operate the
Demised  Premises  in  compliance  with all Laws.  Tenant  shall be  liable  for
correction of or Alterations (as such term is defined in Section 11.1 below) and
Repairs to the Demised  Premises,  including any Alterations or Repairs required
from any  noncompliance of the Demised Premises with or under any Law (including
the  Americans  with  Disabilities  Act)  existing  on the  Effective  Date  and
thereafter during the Lease Term.

8.   Taxes.In addition to all other payments required to be paid by Tenant under
this  Lease,  Tenant  shall  pay,  directly  to the taxing  authority,  all real
property taxes and assessments  levied or assessed  against the Demised Premises
and any  improvements  constructed  thereon,  both general and special,  and any
other payments  required in lieu of or as a  substitution,  in whole or in part,
for taxes and assessments  imposed upon or related to the Demised  Premises (the
"Real Estate  Taxes") and any and all interest  accrued or penalties  imposed in
connection therewith.  Furthermore, Tenant shall pay before delinquent, directly
to the taxing authorities: (a) any privilege tax, sales tax, gross proceeds tax,
rent tax, or like tax (but not including income,  estate or inheritance  taxes),
now or hereafter levied,  assessed or imposed by any federal,  state, county, or
municipal governmental  authority,  or any subdivision thereof; (b) all personal
property taxes and assessments levied or assessed by any governmental  authority
against any personal  property of Tenant in, on, or about the Demised  Premises;
(c) all  value  added  and  single  business  taxes,  and (d) all  other  taxes,
assessments,  or governmental charges of any kind including, but not limited to,
intangibles taxes related to secured leasehold improvements,  levied or assessed
against the Demised Premises  (collectively,  all of the foregoing together with
Real  Estate  Taxes are the  "Taxes.").  Tenant  shall pay all Taxes  under this
Section 8 at least  fifteen  (15) days prior to the due date for the  payment of
such Taxes, and Tenant shall provide Landlord with written evidence satisfactory
to Landlord of the payment of such Taxes at least ten (10) days prior to the due
date for the payment of the Taxes.  Tenant  shall  indemnify  and hold  harmless
Landlord  from and against  any and all liens or claims  arising  from  Tenant's
non-payment of Taxes; provided, however, so long as there is no Event of Default
(as defined in Section 13 below) of Tenant  which is  continuing,  Tenant  shall
have the right,  in good faith and at its sole cost and  expense  and in its own
name,  to protest or contest or seek to have  reviewed,  reduced,  equalized  or
abated any Tax or assessment by legal  proceedings in such manner as it may deem
advisable;  provided  further,  however,  that no Taxes shall be deferred  until
after the Lease Term, and no contest shall be sought by Tenant unless Tenant has
paid the applicable Taxes under protest and unless such contest will not subject
the Demised Premises to any lien, foreclosure,  or other action under applicable
Laws for the unpaid Taxes.  In the event of any such protest or contest,  Tenant
shall keep  Landlord  apprised of such protest or contest,  and shall provide to
Landlord  (or, to the extent  there is a Mortgage,  as defined in Section  19.1,
then outstanding on the Demised Premises,  the Mortgagee,(as  defined in Section
19.1),  on Landlord's or the  Mortgagee's,  as applicable,  request and prior to
initiating  such  protest  or  contest,  security  for the Taxes  that are being
protested or contested in the form of available  funds or a bond,  as

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determined by Landlord or the Mortgagee, as applicable.  Landlord shall have the
right to participate in any tax protest or contest  permitted Tenant  hereunder.
No protest,  contest, or other action,  however, shall be asserted or maintained
by Tenant  after the time limit for the  payment of the Tax  without  penalty or
interest  unless  Tenant  shall  have  first  paid the  amount of such Tax under
protest or shall have procured a stay of  proceedings  to enforce the collection
thereof by compliance with statutory procedures established for such tax contest
(which  may,  if  applicable,  require the  payment  thereof  together  with all
penalties,  interest, costs and expenses).  Tenant's obligation to pay the Taxes
required under this Section 8 shall be deemed to be "Additional Rent" hereunder.

9.   Utilities.   Tenant shall contract, in its own name, for all utilities for
the Demised  Premises.  Tenant shall pay or cause to be paid to the  appropriate
provider or party when due all charges for water,  gas,  electricity,  telephone
service,  telecommunications,   sewage  services,  garbage  services  and  other
utilities (the "Utility  Services") used in or upon the Demised  Premises during
the Lease Term. In the event any Utility  Services are delayed,  interrupted  or
discontinued,  whether by reason of Repairs,  strikes,  accidents,  inability to
obtain fuel or supplies, or other causes, no such interruption or discontinuance
of such service shall be deemed an eviction,  partial eviction or disturbance of
Tenant's use and  possession  of the Demised  Premises or any part  thereof,  or
render the  Landlord  liable to Tenant for any damages,  or relieve  Tenant from
performance  of  Tenant's   obligations   under  this  Lease  including  without
limitation the obligation to pay Base Rent. Tenant hereby  acknowledges that its
obligation to pay the charges for Utility Services required under this Section 9
shall be deemed "Additional Rent" hereunder.

10.      Insurance.

         10.1 Insurance Requirements.  At Tenant's cost, Tenant shall obtain and
maintain during the Lease Term: (i) insurance insuring against loss or damage to
all buildings, structures and other improvements located on the Demised Premises
caused by fire and such other  casualties  and  hazards as are  insurable  under
present  and future  standard  forms of fire and  extended  coverage  (all-risk)
insurance policies,  expressly including earthquake and flood insurance,  at all
times in an  amount  not less  than the full  (100%)  replacement  costs of such
buildings,  structures  and  other  improvements  on  the  Demised  Premises  as
initially  identified  on Schedule 10  attached to this Lease  (including  costs
associated  with "civil or ordinance  of law  coverage"  and without  offset for
depreciation), naming Landlord and any Mortgagee (as such term is defined below)
of  Landlord  as a loss payee (with  respect to such  Mortgagee,  on a "Standard
Mortgagee  Endorsement");   (ii)  coverage  for  Tenant's  fixtures,  equipment,
furnishings,  merchandise  and other contents in the Demised  Premises,  for the
full  replacement  value of such  items,  insuring  against all perils and risks
included in the  classification  "fire and extended  coverage"  under  insurance
industry practices in the jurisdiction in which the Demised Premises is located;
(iii) commercial  general liability  insurance naming Landlord and any Mortgagee
of Landlord as additional insureds,  which policy shall be in the minimum amount
of one million dollars  ($1,000,000.00)  with respect to any one person,  and in
the minimum  amount of three  million  dollars  ($3,000,000.00)  with respect to
combined occurrences;  (iv) worker's  compensation  insurance in the statutorily
mandated limits;  (v) employer's  liability  insurance with limits not less than
one million dollars  ($1,000,000.00),  (vi) rental  insurance for a period of no
less than 12 months of Rent,  naming  Landlord and any  Mortgagee of Landlord as
the   insureds   thereunder,   (vii)  if   reasonably   requested  by  Landlord,
comprehensive  boiler and machinery  insurance (without exclusion for explosion)
covering all mechanical and electrical  equipment against physical damage,  rent
loss and  improvements  loss with minimum amount of limits to be provided of not
less than  $10,000,000  per accident.  Such  insurance  policy or policies shall
contain a broad form contractual  liability  endorsement under which the insurer
agrees  to  insure  Tenant's  indemnity  obligations  hereunder  to  the  extent
insurable,  and  a  "severability  of  interest"  clause  or  endorsement  which
precludes  the insurer from  denying the claim of Tenant or Landlord  because of
the  negligence  or other acts of the other.  In the event  Landlord  reasonably
considers the aforementioned  policy limits  insufficient at any time during the
Lease Term,  Landlord shall have the right to require Tenant to (i) increase the
policy

                                       8
<PAGE>

limits to such amounts as are then  customarily  required by similarly  situated
landlords, and Tenant shall cause, at its sole expense, such policy limits to be
increased, and (ii) obtain additional types of insurance Landlord may reasonably
require,  including without limitation business interruption  insurance.  Tenant
acknowledges that in the event a Mortgage is, or is likely to be, the subject of
a  "securitization",  the insurance  requirements  of any  nationally-recognized
statistical  rating agency (a "Rating  Agency") which is rating or has rated the
securities in such  securitization  to achieve a superior or improved rating for
such  securities  shall be deemed  "customarily  required by similarly  situated
landlords"  for  the  purposes  of  clause  (i) of the  foregoing  sentence  and
"reasonable"  for the  purposes of clause (ii) of the  foregoing  sentence,  and
Tenant shall be  obligated  to procure such  coverages in such amounts from such
carriers so as to comply with any such Rating Agency requirements. The insurance
coverage   required  by  Tenant  in  this   Section  10  shall  be  primary  and
noncontributing  with respect to any other insurance or self-insurance which may
be maintained by an additional  insured or a loss payee.  The policy or policies
described  above  shall  be  acceptable  in form and  content  to  Landlord,  in
Landlord's reasonable  discretion,  and each insurer shall have a Best rating of
no lower than A- (or a comparable rating if Best no longer rates insurers).  Any
policy of insurance  applicable to this Lease shall include a provision  wherein
coverage may not be cancelled,  amended or modified without at least thirty (30)
days' prior  written  notice to the Landlord  (and any  Mortgagee of  Landlord).
Tenant shall  deliver to Landlord  certificates  of insurance on an annual basis
commencing on the Effective Date. Upon written request,  Tenant shall deliver to
Landlord true and complete  copies of any or all of the above  policies.  In the
event that Tenant  fails to obtain,  maintain  and offer proof of the  insurance
coverage  required  herein,  Landlord may obtain  insurance  on Tenant's  behalf
(after  the  notice and  Tenant's  failure to cure  within ten (10) days of such
notice) and charge the cost thereof to Tenant on an annual  basis.  Any coverage
carried  by Tenant as listed in this  Section 10 shall be  primary  and  without
right of contribution from Landlord.  Deductibles or self insured  retentions on
any of the  coverages  listed  above are the sole  responsibility  of Tenant and
shall not exceed fifty thousand dollars ($50,000.00). Tenant shall not permit to
be done any act which  will  invalidate  or be in  conflict  with the  insurance
policies  covering the Demised  Premises or any other  insurance  referred to in
this Lease. Tenant shall promptly comply with all rules and regulations relating
to such policies.  Tenant does hereby acknowledge that its obligation to pay for
insurance as required herein shall be deemed "Additional Rent" hereunder.

         10.2  Settlement  of Claims.  Tenant  will not,  without the consent of
Landlord  (and, if required by Landlord's  Mortgagee or related loan  documents,
the Mortgagee), settle any insurance claim without the prior written approval of
Landlord;  except  that any claim or claims for  insurance  that are less in the
aggregate  than  $25,000 for any  consecutive  12-month  period,  may be settled
without the consent of Landlord  provided Tenant utilizes all insurance funds to
Repair the Demised Premises or portion  thereof.  Tenant must notify Landlord of
all insurance claims Tenant makes. Notwithstanding the foregoing, if at the time
of any damage or destruction  to all or any part of a Demised  Premises an Event
of Default has occurred and is  continuing,  Landlord is hereby  authorized  and
empowered  but is not  obligated,  in the  name  and on  behalf  of  Tenant  and
otherwise,  to file and prosecute Tenant's claim, if any, for insurance proceeds
for any damage or  destruction  and to collect the  proceeds and apply the same,
after deducting all costs, fees and expenses incident to the collection thereof,
to the curing of such Event of Default  or to the  payment of any  amounts  then
owing by Tenant to  Landlord  under this  Lease,  in such  order,  priority  and
proportions as Landlord in its discretion deems proper.

         10.3  Waiver of  Subrogation.  Tenant  agrees  to cause  the  insurance
carrier for its casualty  insurance to agree to a waiver of  subrogation.  Under
such waiver,  Tenant releases  Landlord from any claims for damage to any person
or the Demised  Premises or any  property  thereon  that are caused by or result
from risks insured  against under such  insurance  policies to the extent of the
available insurance proceeds.

                                       9
<PAGE>

11.      Tenant's Improvements.

         11.1.  Alterations  and  Improvements.  No  alteration,   addition,  or
improvement (each, an "Alteration")  (structural or non-structural)  may be made
by Tenant without the prior written  consent of Landlord and without  Landlord's
approval  of  Tenant's  plans and  specifications  therefor,  which  consent and
approval shall not be unreasonably withheld.  Notwithstanding the foregoing,  no
consent of Landlord shall be required for any  non-structural  Alteration to the
Demised Premises by Tenant, the cost of which annually shall be equal to or less
than twenty-five thousand dollars ($25,000.00);  and Tenant delivers to Landlord
a copy  of the  plans  depicting  the  work  to be  performed  prior  to  Tenant
commencing such work. All reasonable  costs for the review and inspection of the
Alteration  by  Landlord  or  Landlord's  Mortgagee  shall be paid by  Tenant as
Additional Rent.

         11.2.  Performance  of  Alterations.   Tenant's  Alterations  permitted
hereunder shall be performed by contractors or workmen  selected by or otherwise
approved by Landlord (which approval shall be deemed given if not objected to by
Landlord within fifteen (15) days of its receipt from Tenant of Tenant's written
request  for and  Landlord's  approval  thereof).  Tenant,  before  its  work is
started,  must:  (i) secure all required  licenses and permits;  (ii) deliver to
Landlord a statement of the names of all of its contractors  and  subcontractors
and the  estimated  cost of all labor and material to be furnished by them;  and
(iii) cause each  contractor to: (a) carry workmen's  compensation  insurance in
statutory amounts covering all of the contractor's and subcontractor's employees
and comprehensive  public liability insurance and property damage insurance with
such limits as Landlord shall require; and (b) deliver to Landlord  certificates
of all such insurance. Tenant shall pay promptly when due the entire cost of any
work  done  on  the  Demised  Premises  by  Tenant,  its  agents,  employees  or
independent contractors.  Prior to paying any contractors and subcontractors for
work  performed  hereunder to the extent  permitted by law,  Tenant shall obtain
lien waivers from such contractors and subcontractors,  and shall deliver copies
thereof to Landlord.  With  respect to  Alterations  or other work  permitted or
required  hereunder in excess of two hundred thousand dollars  ($200,000.00) and
if Landlord (or any  Mortgagee) so requests,  Tenant must  promptly  obtain from
Tenant's  contractors  performing  any such work a performance  and payment bond
covering such  contractor's  obligations and in which Tenant and Landlord and/or
Mortgagee, as applicable,  shall be named as dual obligees. After completing any
of the work permitted herein, Tenant shall provide Landlord drawings of any such
Alterations made by Tenant, which drawings accurately depict the location of all
such  Alterations.  Any such  Alteration made by Tenant after such consent shall
have been  obtained  shall be made strictly in  accordance  with all  applicable
Laws,  and all such  Alterations  shall  become the  property of  Landlord  upon
installation  or upon the  expiration or sooner  termination  of this Lease.  At
Landlord's  option,  Landlord may require that Tenant remove any such Alteration
to the Demised  Premises upon the expiration or sooner  termination of the Lease
and to restore the Demised  Premises to the condition prior to such  Alteration,
all at the  expense of  Tenant.  All such work shall be done by Tenant in a good
and   workmanlike   manner   and  be   diligently   performed   to   completion.
Notwithstanding  anything  herein to the contrary,  if any  Alteration by Tenant
affects the foundation or "footprint" of any building,  upon  completion of such
Alteration,  Tenant shall  provide  Landlord  with a then current  as-built ALTA
survey of the Demised  Premises  depicting the location of the Alteration to the
foundation or "footprint"  and providing  evidence that such Alteration does not
encroach upon any easements or setback lines applicable to the Demised Premises.
In no event may Tenant  remove or demolish  any building or  improvement  on the
Demised Premises.

         11.3.  Trade Fixtures and Personal  Property.  All articles of personal
property,  all furniture and all business and trade fixtures and equipment owned
by Tenant or installed by Tenant at its expense in the Demised  Premises and not
purchased by Landlord under the Purchase  Agreement  (the "Tenant's  Property"),
are  and  shall  remain  the  property  of  Tenant.  Subject  to the  applicable
provisions  of this  Lease,  and  provided  no Event of  Default  by Tenant  has
occurred and is continuing,  Tenant's Property may be

                                       10
<PAGE>

removed at any time during the Lease Term and in all events, shall be removed at
the end of the Lease  Term.  Tenant  shall  repair  any  damage  to the  Demised
Premises caused by such removal.

         11.4.  Mechanic's  Liens.  Tenant  may not  suffer  any  mechanic's  or
materialmen's  lien to be filed against the Demised  Premises by reason of work,
labor,  services or materials performed or furnished to Tenant or anyone holding
any part of the Demised  Premises  under  Tenant.  If any such lien shall at any
time be so filed,  Tenant must,  within thirty (30) days of the filing  thereof,
cause such lien to be released of record or post an  applicable  statutory  bond
which stays any  foreclosure  or other sale.  If Tenant  fails to have such lien
released of record within such thirty (30) day period,  Landlord may (but is not
obligated  to) cause such lien to be  removed,  unless  Tenant has posted a bond
that is  permitted  by Law and which stays  foreclosure  or other sale,  without
investigating  the validity thereof and irrespective of the fact that Tenant may
contest the propriety or amount thereof. Tenant, upon demand, shall pay Landlord
the amount so paid by Landlord in  connection  with the  discharge of such lien,
including  reasonable  attorneys'  fees and expenses,  and any such amount shall
constitute  Additional Rent. Nothing contained herein is intended to be or shall
be deemed to be a consent on the part of Landlord to subject  Landlord's  estate
in the Demised  Premises to any lien or liability  under Law, and Landlord shall
have  the  right  to post  notices  of such  non-responsibility  at the  Demised
Premises as Landlord deems advisable.

12.      Condemnation; Destruction.

         12.1. Condemnation.

                12.1.1. Full or Partial Condemnation. Tenant shall give Landlord
prompt  written  notice if at any time during the Lease Term  Tenant  receives a
notice of any taking or proposed  taking of the Demised  Premises for any public
or  quasi-public  use under any  statute or right of  eminent  domain or private
purchase in lieu thereof.  If the entire  Demised  Premises shall be permanently
taken for any  public or  quasi-public  use  under  any  statute  or by right of
eminent  domain,  or by  private  purchase  in lieu  thereof  (any of which is a
"Condemnation"),  this Lease shall automatically  terminate as of the date title
or possession is taken, whichever first occurs, and Tenant shall immediately pay
to  Landlord on the date of such taking a sum equal to (i) all of the Base Rent,
Additional Rent and other monetary  payments that are then due, and (ii) all the
Base Rent which  shall  become due under the Lease for the  balance of the Lease
Term  discounted  to  present  value at the rate of seven and  one-half  percent
(7.5%) (the "Discount  Rate").  If any portion of the Demised  Premises shall be
permanently taken under Condemnation so as to leave the remaining portion of the
Demised  Premises  unsuitable for the purposes  leased as determined in Tenant's
reasonable discretion,  this Lease shall terminate as of the date the condemning
authority takes title, and Tenant shall  immediately pay to Landlord on the date
of such Condemnation,  a sum equal to (y) all of the Base Rent,  Additional Rent
and other  monetary  payments that are then due, and (z) all the Base Rent which
shall become due under the Lease for the balance of the Lease Term discounted to
present value using the Discount Rate. All  compensation  awarded or paid upon a
total or  partial  Condemnation  of the  Demised  Premises  (including,  without
limitation,  all buildings or improvements)  shall belong to and be the property
of Landlord and Tenant hereby  assigns to Landlord all rights Tenant may have in
or to any  Condemnation  award or  payment,  except only  relocation  and moving
expenses  of  Tenant as  described  in the next  sentence.  No part of any award
(other than relocation and moving expenses directly petitioned by and awarded to
Tenant  which do not  reduce  the award  granted to  Landlord)  shall  belong to
Tenant.  If a portion of the Demised Premises is Condemned and this Lease is not
otherwise terminated as provided therein,  this Lease shall remain in full force
and effect as to the portion of the remaining Demised  Premises,  and no portion
of the Base Rent or Additional Rent or other monetary  payments under this Lease
shall be reduced,  adjusted or abated.  If this Lease is not terminated,  Tenant
shall  Repair any damage to the  Demised  Premises  and  otherwise  restore  the
Demised  Premises  caused by such  Condemnation  (subject to Landlord and any of
Landlord's  Mortgagee(s)  making the  Condemnation  proceeds  available for such
Repairs), and Tenant shall perform such Repair in accordance with the terms

                                       11
<PAGE>


of Section  11 above.  Tenant  shall pay any  amount in excess of such  proceeds
received by Landlord to complete such Repair.

                12.1.2.  Temporary  Condemnation.  Tenant  shall  give  Landlord
prompt  written notice if at any time during the Lease Term temporary use of the
whole or any part of the Demised  Premises  shall be condemned for any public or
quasi-public  purpose by any lawful authority,  whether by exercise of the right
of condemnation or eminent domain, or by Tenant's agreement with such authority.
In such event,  the Lease Term shall not be reduced or affected in any way,  and
Tenant shall  continue to pay in full the Base Rent,  Additional  Rent,  and all
other  required sums of money under this Lease.  Tenant shall be entitled to the
entire award for such temporary taking (whether paid by way of damages, rent, or
otherwise).  If,  however,  the period of occupation  and use by the  condemning
authority  extends beyond the expiration date of this Lease,  the award made for
such  taking  shall  be  apportioned  between  Landlord  and  Tenant  as of  the
expiration  date of the Lease Term or  earlier  termination  of the Lease,  with
Tenant  entitled  to the portion of the award for the  temporary  taking for the
period through the last day of schedule Lease Term and Landlord  entitled to the
portion of the award for the  period  thereafter.  Landlord  may  intervene  and
participate  in  any  proceeding  for  such  taking  or  condemnation.  If  such
intervention is not permitted,  however,  Tenant shall, at its expense,  consult
with Landlord and its attorneys and experts,  and make all reasonable efforts to
cooperate with Landlord in prosecuting  or defending such  proceeding.  When the
use  or  occupation  of  the  Demised  Premises  by  the  condemning   authority
terminates,  Tenant shall, at its expense,  repair and restore the buildings and
improvements on the Demised Premises,  as nearly as is reasonably  possible,  to
their  condition  at the time of such  taking.  Any  recovery or sum received by
Tenant as an award or compensation  for physical damage to the Demised  Premises
caused by and during the  temporary  taking shall be deemed a trust fund for the
purpose of repairing or restoring such damage.

         12.2.  Destruction.  If the Demised  Premises,  or portion thereof,  is
damaged or destroyed by fire or other casualty,  Tenant shall immediately notify
Landlord of such damage or destruction.  Tenant shall promptly Repair or rebuild
the Demised Premises to a condition equal to or exceeding its immediately  prior
condition,  subject to Landlord and  Landlord's  Mortgagee  making the insurance
proceeds  available  to Tenant;  provided,  however,  that  Tenant's  failure to
maintain insurance as required herein shall not relieve Tenant of its obligation
to make such Repairs or  rebuilding.  All  insurance  proceeds that are not made
available to Tenant for Repairs or reconstruction  shall be paid to Landlord (or
its  Mortgagee,  if  applicable).  If the  estimated  cost  of  such  Repair  or
rebuilding is more than $25,000.00,  the plans and specifications shall first be
submitted to and approved in writing by Landlord,  which  approval  shall not be
unreasonably withheld. All Repairs and rebuilding made by Tenant hereunder shall
be made in  accordance  with  Section  11 above.  Landlord  will  promptly  make
available,  in installments as restoration  progresses,  an amount up to but not
exceeding the amount of any insurance  proceeds or damages received by Landlord,
but  only:  (a) upon  request  of  Tenant  accompanied  by  evidence  reasonably
satisfactory  to  Landlord  that such amount has been paid or is due and payable
and is properly a part of such costs;  and (b) if Tenant has  complied  with the
terms of this  Section in  connection  with the  restoration.  There shall be no
abatement  of any Base Rent or  Additional  Rent  hereunder  in the event of any
damage or  destruction  to the  Property,  except to the  extent  that  Tenant's
restoration   exceeds  the  period  covered  by  Tenant's   rental  or  business
interruption  insurance  as a sole  result of a delay or  failure on the part of
Landlord to make insurance  proceeds promptly  available to Tenant to the extent
required hereunder, or the unreasonable delay or failure on the part of Landlord
to review and approve Tenant's Repairs and rebuilding of the Demised Premises to
the extent required hereunder.

13.  Events  of  Default.  The  occurrence  of any one or more of the  following
events, acts or occurrences constitutes an event of default ("Event of Default")
by Tenant hereunder:

                                       12
<PAGE>

         13.1. Monetary Covenants.  Tenant defaults in the payment of Base Rent,
Additional  Rent or any other monetary  obligation due hereunder  after the same
becomes  due and fails to cure such  default  within ten (10) days after the due
date; provided, however, no Event of Default shall be deemed to have occurred if
the  payment  default  arises out of a  clerical  error or a  misapplication  of
Tenant's payment by Landlord, provided such payment is properly made immediately
upon Tenant becoming aware of such error or misapplication;

         13.2. Non-monetary Covenants. Tenant defaults in the performance of any
other covenant,  agreement,  condition,  rule or regulation  herein contained or
provided for, or hereafter validly  established,  for more than thirty (30) days
after  Landlord  gives Tenant  notice of such default or, if such default is not
capable of being  cured  within  such  thirty  (30) day  period,  Tenant has not
commenced such  performance in good faith within such thirty (30) day period and
is not diligently and continuously proceeding therewith to completion or, in any
event,  Tenant has not cured the default within one hundred twenty (120) days of
such notice;

         13.3.  Credit.  Tenant admits in writing its inability to pay its debts
generally;  Tenant makes a general assignment for the benefit of creditors;  any
federal  or state  banking  or  regulatory  agency  declares  Tenant  insolvent,
appoints a receiver for Tenant or takes over Tenant's operations; any proceeding
is instituted by or against  Tenant:  (i) seeking to adjudicate it a bankrupt or
insolvent (or its  equivalent  in the event Tenant is a bank or other  financial
institution); (ii) seeking liquidation, winding up, reorganization, arrangement,
adjustment,  protection,  relief or composition of it or its debts under any Law
relating to bankruptcy,  insolvency, bank failure or reorganization or relief of
debtors; or (iii) seeking the entry of an order for relief or the appointment of
a receiver, trustee or other similar official for it or for any substantial part
of its property and, either such proceeding remains  undismissed or unstayed for
a period of thirty  (30) days or any of the  actions  sought in such  proceeding
occurs;  or Tenant takes any action to authorize any of the actions set forth in
this Section 13.

         13.4.  Representations.  Any  representation  or warranty of Tenant set
forth in this Lease is or becomes false or otherwise  inaccurate in any material
respect during the Lease Term.

         13.5.  Abandonment.  Tenant  vacates or  abandons  all or any  material
portion of the Demised Premises for a period in excess of sixty (60) days.

         13.6.  Liens.  Tenant fails to release any mechanic's or  materialmen's
lien  within  the  period  described  in  Section  11.4  or any  other  lien  or
encumbrance is filed against the Demised  Premises which is not released  within
thirty (30) days of the filing or recording of such lien or encumbrance.

         13.7.  Prohibited  Transfers.  Tenant  assigns or subleases the Demised
Premises in violation of Section 18.1.

         13.8.  Payment of Debts.  Tenant is generally not able to pay its debts
as such debts become due.

14.      Landlord's  Remedies.  Upon the  occurrence  of any Event of Default by
Tenant and subject to Tenant's right to cure as set forth above,  in addition to
all other  remedies that Landlord may have hereunder or under any applicable Law
or at equity,  Landlord has the  following  rights and remedies each of which is
nonexclusive, without further notice by Landlord (unless required by Law):

         14.1.  Right of  Re-Entry.  Landlord has the right to re-enter and take
possession of the Demised Premises.  In furtherance of such right,  Landlord has
the right to  re-enter  or  repossess  the  Demised  Premises,  either by force,
summary proceeding,  surrender or otherwise, and dispose of and remove therefrom
Tenant, or other occupants thereof,  and their effects,  and alter the locks and
other

                                       13
<PAGE>

security  devices at the Demised  Premises.  Landlord  may do the above  without
service of notice or resort to legal  process and without being deemed guilty of
trespass  or  becoming  liable  for any loss or damage  which may be  occasioned
thereby. Notwithstanding such retaking of possession by Landlord or the exercise
of any other remedy of Landlord  under this Lease,  Tenant's  liability for Base
Rent,  Additional Rent and other monetary  payments  provided for herein are not
extinguished or reduced.

         14.2. Right to Terminate;  Acceleration of Rent.  Landlord may exercise
its right to re-enter under Section 14.1 above, or take  possession  pursuant to
legal  proceeding or pursuant to any notice  provided by any applicable Law, and
terminate  this  Lease.  If  Landlord   terminates  this  Lease,   Tenant  shall
immediately  pay to  Landlord a sum equal to any and all Base  Rent,  Additional
Rent and other  monetary  payments that are then due or past due,  together with
all applicable interest and administrative charges and all Base Rent which shall
become due under this Lease for the  balance of the Lease  Term,  subject to any
applicable  discounting  under Section 14.5 below,  Landlord having the right to
immediately accelerate all such Base Rent. In addition, Landlord may recover all
other damages it incurs as a result of such Event of Default from Tenant.

         14.3. Right to Relet. Landlord may exercise its right to re-enter under
Section 14.1 or take possession  pursuant to legal proceeding or pursuant to any
notice  provided  for by Law and,  without  terminating  this  Lease,  make such
Alterations and Repairs as may be necessary to relet the Demised  Premises,  and
relet all or any part of the Demised Premises upon such terms and conditions and
for such periods as Landlord  deems  necessary  and  appropriate.  Upon any such
relettings,  the rents received therefrom are to be applied to: (i) the expenses
of reletting  and  collection  of rents,  including  the costs of the Repair and
Alteration of the Demised Premises, or portion thereof; (ii) attorneys' fees and
real estate  commissions  and other reletting and  repossession  costs paid; and
(iii)  thereafter to make such payment of all sums due or to become due Landlord
under this Lease.  If a sufficient  sum is not then realized from such reletting
to pay such  amounts set forth in the  immediately  preceding  sentence,  Tenant
shall pay to Landlord  any such  deficiency  on demand,  and  Landlord  shall be
entitled to bring an action against Tenant  therefor for all such  deficiencies.
Notwithstanding any reletting pursuant to this Section 14.3, Landlord may at any
time thereafter elect to terminate this Lease for such Event of Default,  and in
such event,  Tenant shall immediately pay to Landlord a sum equal to any and all
Base  Rent,  Additional  Rent and  other  monetary  payments  that are then due,
together with all applicable  interest and  administrative  charges and all Base
Rent which shall  become due under this Lease for the balance of the Lease Term,
subject to any applicable  discounting under Section 14.5 below, Landlord having
the right to accelerate all such amounts.

         14.4. Recovery of Additional Costs and Expenses. Landlord has the right
to  recover  from  Tenant,  and  Tenant  shall  pay to  Landlord,  all costs and
expenses,  including  reasonable  attorneys' fees,  court costs,  expert witness
fees, costs of tests and analyses, travel and accommodation expenses, deposition
and trial transcripts, copies and other similar costs and fees, paid or incurred
by Landlord as a result of an Event of Default by Tenant,  regardless of whether
or not legal  proceedings  are  actually  commenced,  provided  Landlord  is the
prevailing party in such legal proceedings or under such circumstances.

         14.5.  Accelerated Base Rent Discount. In the event, following an Event
of Default by Tenant under any of Section  13.4 or Section 13.8 above,  Landlord
elects to terminate  this Lease and accelerate the payment of Base Rent pursuant
to Section 14.2,  then the amount of Base Rent to be paid to Landlord  following
such election to accelerate shall be calculated by Landlord as all Base Rent for
the balance of the Lease Term which will  become due under the Lease  discounted
to present value using the Discount Rate.  Notwithstanding the foregoing,  there
shall be no present value or other discount of accelerated Base Rent pursuant to
Section 14.2 if Landlord  elects to  accelerate  for any Event of Default  other
than those described in Sections 13.4 or 13.8.

                                       14
<PAGE>

         14.6. Set Off. Landlord has the right,  immediately upon the occurrence
of an Event of  Default  or any time  thereafter,  and with or  without  notice,
except as required herein, to set off any money of Tenant held by Landlord under
this Lease against any sum owing by Tenant hereunder.

         14.7.  Equitable  Relief.  Landlord has the right to seek any equitable
relief  available  to  Landlord,  including,  without  limitation,  the right of
specific  performance.  Tenant acknowledges that, if it fails to timely perform,
observe or discharge any of its  obligations  under this Lease, no remedy at Law
will provide  adequate  relief to  Landlord.  Landlord is hereby  authorized  to
demand specific  performance of Tenant's  obligations  under this Lease,  and is
entitled to temporary and permanent  injunctive  relief, in a court of competent
jurisdiction  at any time when  Tenant  fails to timely  comply  with any of the
provisions of this Lease applicable to Tenant.

         14.8.  Re-Entry  Not An  Election To  Terminate.  No re-entry or taking
possession of the Demised  Premises by Landlord shall  constitute an election on
Landlord's  part to  terminate  this  Lease  unless  a  written  notice  of such
termination  is given to Tenant or unless the  termination is decreed by a court
of competent jurisdiction.

         14.9.  Waivers.  Except as otherwise  specified  in this Lease,  to the
maximum  extent  permitted by Law,  Tenant  waives  demand for rent,  demand for
possession,  notice of forfeiture, notice of termination and any and all demands
or notices  required by applicable Law. Tenant hereby expressly waives any right
to assert a defense based on merger and agrees that neither the  commencement of
any action or proceeding,  nor the settlement thereof, nor the entry of judgment
thereon bars Landlord from bringing any subsequent  actions or proceedings  from
time to time.

15.      Self Help.  Upon the  occurrence  of an Event of Default,  Landlord has
the right (but is not  obligated)  to  perform  and act on behalf of and for the
account  of Tenant  any  obligation  or right  under  this  Lease.  In so doing,
Landlord  may make any  payment of money or perform  any other act.  All sums so
paid by Landlord and all  incidental  costs and expenses  incurred in connection
with the performance of any such act by Landlord is "Additional  Rent" hereunder
and shall be payable by Tenant to Landlord immediately upon demand. Landlord may
exercise the foregoing  rights  without  waiving any of its other rights against
Tenant or without releasing Tenant from any of its obligations under this Lease.

16.      Surrender of Premises; Holding Over.

         16.1.  Surrender of Premises.  At the  expiration  of the Lease Term or
earlier  termination of this Lease,  Tenant shall surrender the Demised Premises
and all portions  thereof to Landlord,  together with all keys to locks, in good
condition,  working order and state of repair,  including by way of illustration
and  not  limitation  all  building  mechanical,   heating,   ventilating,   air
conditioning,  plumbing  and  electrical  systems and  structural  improvements,
including  the roof and roof  membrane  of any  building  located at the Demised
Premises.  Tenant's  obligations  under  this  Section  16.1 shall  survive  the
expiration or earlier termination of this Lease.

         16.2.  Holding  Over.  If Tenant  remains in  possession of the Demised
Premises after the  expiration of the Lease Term or earlier  termination of this
Lease without having a new lease reduced to writing and duly executed,  Landlord
may, at its sole election, deem Tenant to be occupying the Demised Premises as a
month-to-month  tenant,  subject to all the  provisions of this Lease insofar as
they are  applicable to a  month-to-month  tenancy.  There is no renewal of this
Lease by  operation  of Law.  During the period of any such  holding  over,  all
provisions of this Lease that are applicable to a  month-to-month  tenancy shall
remain in effect  except that the monthly base rental shall be two (2) times the
Base Rent in effect  immediately  preceding the  expiration of the Lease Term or
earlier  termination of this Lease and Tenant shall continue to pay all items of
Additional Rent and other sums required to be paid hereunder.  This Section 16.2
shall not be construed  as  Landlord's  consent for Tenant to hold over.  Tenant
shall

                                       15
<PAGE>

indemnify  Landlord  from and  against  any and all  claims,  actions,  damages,
liability  and  expenses  (including  reasonable  attorneys'  fees)  arising  or
resulting from Tenant's failure to surrender  possession upon the expiration (or
earlier  termination) of the Lease Term in strict  accordance with Sections 16.1
and 16.2 of this Lease, including any claims made by any succeeding tenant.

17.      Indemnity; Survival.

         17.1.  Indemnity.  Tenant shall  indemnify,  defend,  and hold harmless
Landlord,  Landlord's employees,  directors,  officers,  agents, and members and
their  respective  employees,   officers  and  agents,  and  any  successors  to
Landlord's   interest   in  the   Demised   Premises   (collectively   "Landlord
Indemnitees"),   from  and  against  any  and  all  claims,  suits,  liabilities
(including strict  liabilities),  actions,  proceedings,  obligations,  damages,
losses, costs, expenses,  diminution in value, fines, penalties,  charges, fees,
expenses,  judgments, awards, amounts paid in settlement and damages of whatever
kind or nature  (including  reasonable  attorneys'  fees,  court costs and other
costs  of  defense)   whatsoever,   whether  known  or  unknown,   suspected  or
unsuspected,  whether at Law, in equity or otherwise caused by or resulting from
any  condition  of the  Demised  Premises,  or the  use,  occupancy,  operation,
alteration, maintenance, or Repair of the Demised Premises, whether by Tenant or
any person or entity, or from any breach of, default under or failure to perform
any term or provision of this Lease by Tenant,  whether arising before or during
the Lease Term, except as a result of Landlord's negligence or the negligence or
intentional  acts of  Landlord's  employees,  directors,  officers,  agents,  or
members.

         17.2.  Survival.  All  indemnities  of Tenant  under this  Lease  shall
survive the expiration or earlier termination of this Lease.

18.      Assignment, Subletting and Security Interests.

         18.1. By Tenant.  Except as otherwise  provided herein,  Tenant may not
assign, transfer (directly or indirectly, by operation of Law (including merger,
change in control or  consolidation),  judicial  decree or  otherwise),  sublet,
enter into  license or  concession  agreements  or  otherwise  permit the use by
others of the Demised Premises,  or any part thereof, or hypothecate or mortgage
this Lease or Tenant's  interest in and to the Demised Premise without,  in each
instance,  the prior written consent of Landlord,  which consent may be withheld
or given in Landlord's sole discretion.  Notwithstanding  the foregoing,  Tenant
shall be permitted to sublet the Demised Premises, or any part thereof,  without
Landlord's  prior  written  consent,  provided (i) the subtenant is West Chester
University of Pennsylvania  or another general office use subtenant  approved by
Landlord,  such  approval not  unreasonably  withheld or delayed,  (ii) Landlord
shall not be released from any of its obligations or liability under this Lease;
(iii)  prior to any  such  subletting,  Tenant  provides  Landlord  with 30 days
written notice containing the name of the proposed subtenant and any information
concerning  the subtenant  that Landlord may  reasonably  request;  and (iv) the
sublease  agreement  shall  provide for an operating  covenant of the  subtenant
similar  to the  Operating  Covenant  in Section  27.22  hereof.  Tenant  hereby
represents and warrants to Landlord that it has no current plans to sublet or to
otherwise  vacate the Demised  Premises.  Tenant shall not  mortgage,  pledge or
otherwise  encumber  or grant  any  security  interest  in this  Lease or in the
Demised  Premises.  Notwithstanding  the  foregoing,  without the prior  written
consent of  Landlord,  Tenant may  assign  its  interests  in this Lease and the
Demised  Premises to a successor  entity in a bona fide merger or other business
combination  transaction or to the purchaser of all or substantially  all of the
assets of Tenant (or Tenant's parent) provided that such surviving or purchasing
entity assumes,  in writing and in form acceptable to Landlord,  all of Tenant's
obligations  hereunder;  provided,  however,  that no  assignment or sublease by
Tenant of its interest in this Lease or in the Demised Premises, whether with or
without the consent of  Landlord,  and whether or not  Landlord has accepted the
assignee or subtenant,  shall  release  Tenant from the further  performance  by
Tenant of any of Tenant's  obligations  under this Lease nor relieve Tenant from
obtaining  Landlord's  consent  in  accordance  with this  Section  18.1 for any
further assignment

                                       16
<PAGE>

or subletting.  Tenant and any assignee permitted hereunder shall be jointly and
severally liable for all the covenants and obligations of "Tenant" hereunder. In
the event an assignee or subtenant is required to pay,  directly or  indirectly,
any amounts or  consideration  under the assignment of this Lease or sublease of
the  Demised  Premises or portion  thereof  which are in excess of the amount of
Tenant's  obligation  to pay Base Rent and  Additional  Rent for the  applicable
period to which the assignment or sublease applies, Tenant shall pay to Landlord
all such excess amounts required from the assignee or subtenant.

         18.2.  Sale or Transfer by Landlord.  Subject to Tenant's  rights under
Section 22  hereunder,  Landlord may freely sell,  exchange,  assign or mortgage
this  Lease to any  other  entity.  Regardless  of any such  sale,  exchange  or
assignment,  this Lease shall remain in full force and effect and the  purchaser
or assignee shall assume all of the responsibilities and obligations of Landlord
under this Lease.  In the event of any sale or exchange of the Demised  Premises
by Landlord or assignment of this Lease,  Landlord  shall be entirely  freed and
relieved of all liability  under any and all of its  covenants  and  obligations
contained in or derived from this Lease  arising out of any act,  occurrence  or
omission  relating to the Demised  Premises  occurring after the consummation of
such sale, exchange or assignment.

19.      Attornment;  Subordination;  Estoppel Certificate;  Quiet Enjoyment and
         Financial Statements.

         19.1.  Attornment.  Tenant  must,  in the event of a sale,  transfer or
assignment by Landlord of the Demised Premises or any portion thereof or of this
Lease,  or in the event any  proceedings  are brought for the foreclosure of any
mortgage,  deed  of  trust  or  other  encumbrance  or  lien  now  or  hereafter
encumbering the Demised Premises or any portion thereof (a "Mortgage") or in the
event of an exercise of the power of sale under any Mortgage (including, without
limitation, on the foreclosure of a Mortgage by the Mortgagee, such Mortgagee or
its successors and assigns,  to whom,  Tenant  acknowledges,  Mortgagee,  or its
successors and assigns,  as applicable,  may transfer all of their rights in and
to the Lease  without a need to obtain  the  consent of  Tenant),  attorn to and
recognize such transferee, purchaser or Mortgagee (as such term is defined below
in this Section 19.1) as Landlord under this Lease (a "Successor Landlord"), and
promptly  execute and deliver any instrument  that such  Successor  Landlord may
reasonably   request  and  prepare  to  evidence  such  attornment.   Upon  such
attornment,  this Lease or such  parts  hereof to which the  Successor  Landlord
succeeded, shall continue in full force and effect as a direct lease between the
Successor Landlord and Tenant upon all of the terms, conditions and covenants as
are  set  forth  in  this  Lease  and  as  are   relevant   to  such   interest.
Notwithstanding   the  foregoing,   as  to  the  mortgagee  under  any  Mortgage
("Mortgagee")  or a purchaser at a foreclosure or other sale under the Mortgage,
such  Successor  Landlord is not: (i) liable for any prior breach of this Lease;
(ii) subject to any offset which  theretofore may have accrued to Tenant against
Landlord;  or (iii) bound by any previous  modification  of this Lease or by any
previous  prepayment of more than one (1) month's rent, unless such modification
or prepayment was made prior to the making of such Mortgage or was made pursuant
to the express  provision of this Lease or was expressly  approved in writing by
the Mortgagee  through which the Successor  Landlord  succeeded to the rights of
Landlord under this Lease.

         19.2. Subordination. The rights of Tenant under this Lease shall be and
are at all times  subordinate  to the lien of any  Mortgage  now or hereafter in
force  encumbering the Demised Premises or Landlord's  interest under this Lease
provided  each lender that is a holder of a Mortgage  executes  and  delivers to
Tenant (which Tenant may record) a non-disturbance  agreement  pursuant to which
in the event of any foreclosure  (whether by judicial or nonjudicial process) or
any  deed or  transfer  in lieu of  foreclosure,  then so long as  Tenant  fully
performs its obligations hereunder: (i) Tenant's rights, privileges, and options
under this Lease may not be diminished or interfered with by the Mortgagee;  and
(ii)  Tenant's  possession  and occupancy of the Demised  Premises  shall not be
diminished or disturbed by the Mortgagee  for any reason  whatsoever  during the
Lease Term and this Lease shall remain in full force and effect.

                                       17
<PAGE>

         19.3.  Estoppel  Certificate.  Tenant shall  execute,  acknowledge  and
deliver from time to time within  fifteen (15) days after prior written  request
therefor from Landlord, an estoppel certificate  certifying that: (i) this Lease
is  unmodified  and in full  force  and  effect  (or,  if  there  have  been any
modifications  that this  Lease is in full  force and  effect  as  modified  and
stating  the   modifications);   (ii)  Tenant  has  no   defenses,   offsets  or
counterclaims  against its  obligations to pay the Base Rent and Additional Rent
and to perform  its other  covenants  under  this  Lease  (or,  if there are any
defenses,  offsets or counterclaims,  setting them forth in reasonable  detail);
(iii) there are no uncured  defaults of Landlord or Tenant under this Lease (or,
if there are any defaults,  setting them forth in reasonable  detail);  (iv) the
dates to which the Base Rent,  Additional Rent and other charges have been paid;
and (v) such other terms as Landlord may reasonably request.  Any such statement
delivered  pursuant  to  this  Section  19 may be  relied  upon by  Landlord,  a
prospective purchaser,  or any lender, rating agency or Mortgagee of the Demised
Premises.  Tenant agrees to provide the above  information on a form prepared by
and  reasonably  satisfactory  to  Landlord or any such  prospective  Mortgagee,
lender, rating agency or purchaser.

         19.4.  Quiet  Enjoyment.   Upon  payment  by  Tenant  of  the  monetary
obligations  herein provided,  and upon the timely observance and performance of
all the  covenants,  terms and  conditions  on Tenant's  part to be observed and
performed,  Tenant may peaceably and quietly hold and enjoy the Demised Premises
for the Lease Term without  hindrance or  interruption  by Landlord or any other
person or entity  lawfully or equitably  claiming by, through or under Landlord,
subject, nevertheless, to the terms and conditions of this Lease and to existing
Mortgages, easements, restrictions and agreements, if any, of record.

         19.5. Tenant's Financial  Statements.  Upon Landlord's request,  but no
more often than once per annum,  unless with respect to a sale or refinancing of
the Demised  Premises,  Tenant shall deliver to Landlord within thirty (30) days
after  Landlord's  written  request  therefor,  Tenant's  most recent  financial
statements  certified  by the Chief  Financial  Officer  of  Tenant or  Tenant's
outside  independent  accounting firm.  Landlord agrees to keep such information
confidential; provided, however, that Landlord may give copies of such statement
to its lenders, rating agencies or potential purchasers of the Demised Premises,
or any portion  thereof.  Notwithstanding  anything in this  Section 19.5 to the
contrary,  Tenant  shall  cooperate  with  Landlord  to  furnish  or cause to be
furnished  to each lender that is a holder of a Mortgage,  in such manner and in
such detail as may be reasonably  requested by such lender or any Rating Agency,
such reasonable  additional financial  statements and associated  information as
may be reasonably requested with respect to the Demised Premises.

20.      Tenant  Representations.  Tenant makes the  following  representations
and warranties to Landlord:

         20.1.  Organization.  Tenant is a  national  banking  association  duly
organized,  validly existing and in good standing under the Laws of Pennsylvania
and is duly qualified as a foreign corporation and is in good standing under the
Laws of each  state  or  other  jurisdiction  in  which  such  qualification  is
required.  Tenant has all  requisite  power and authority and the legal right to
own,  pledge,  mortgage  and operate its  properties,  to lease the  property it
operates under this Lease and to conduct its business as now conducted.

         20.2.  Authorization.  Tenant has the full power and authority to enter
into this Lease,  to  consummate  the  transactions  contemplated  hereby and to
perform its obligations  hereunder.  The execution,  delivery and performance of
this  Lease  by  Tenant  and the  consummation  by  Tenant  of the  transactions
contemplated  hereby have been duly  authorized  and  approved by all  requisite
action on the part of Tenant. This Lease has been duly executed and delivered by
Tenant,  and this  Lease  constitutes  Tenant's  valid and  binding  obligation,
enforceable against Tenant in accordance with its terms.

         20.3. No Conflict or  Violation.  Neither the execution and delivery of
this  Lease by  Tenant,  nor the  consummation  by  Tenant  of the  transactions
contemplated  hereby  nor the  present  compliance  by

                                       18
<PAGE>

Tenant with any of the  provisions  hereof  results in: (i) a violation  of or a
conflict with any provision of the charter and bylaws of Tenant; (ii) a material
breach of or a material  default  under any term,  condition or provision of any
contract, agreement,  indenture, lease, commitment,  license, franchise, permit,
authorization or concession to which Tenant is a party, or an event which,  with
the giving of notice,  lapse of time or both, would result in any such breach or
default;  or (iii) a  violation  by Tenant of any  applicable  Law,  or an event
which,  with the giving of notice,  lapse of time or both,  would  result in any
such violation.

         20.4.  Consents and  Approvals.  No consent,  approval,  authorization,
declaration,  notice, filing or registration with any governmental or regulatory
authority or any other  person or entity,  is required to be made or obtained by
Tenant in connection with the execution,  delivery and performance of this Lease
by Tenant or the consummation by Tenant of the transactions contemplated hereby.

         20.5.  Disclosure  Statements.  Tenant's  statements  contained  in the
Seller's Disclosure Statements are true, accurate and complete in all respects.

         20.6.  Enforceability.  This Lease has been duly executed and delivered
by, or on behalf  of,  Tenant,  and  constitutes  the legal,  valid and  binding
obligation of Tenant  enforceable  against Tenant in accordance  with its terms,
subject only to applicable  bankruptcy,  insolvency  and similar laws  affecting
rights of creditors  generally,  and subject,  as to enforceability,  to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding in equity or at law).

         20.7. Additional Representations. All information supplied by Tenant to
the appraiser retained by Landlord to appraise the Demised Premises was accurate
and complete at the time given and is as of the  Effective  Date;  and as of the
Effective Date, Tenant has no agreement,  arrangement, or understanding with any
person  or entity  regarding  the  termination  or  renewal  of the Lease or the
purchase of Demised Premises or any portion of the Demised Premises,  other than
as set forth in this Lease.

21.      Compliance with Laws; Hazardous Materials.

         21.1.  Environmental  Definitions.  For purposes of this Section 21 the
following terms shall have the following meanings:

                21.1.1.  "Environmental Liability" means any and all loss, cost,
damage, expense, claim, cause of action,  judgment,  penalty, fine or liability,
directly or  indirectly,  relating to or arising  from the  violation of any Law
pertaining to the  environment  or any Release on,  under,  or about the Demised
Premises,  including  without  limitation (i) personal  injury claims;  (ii) the
payment of liens;  (iii) diminution in the value of the Demised  Premises;  (iv)
damages for the loss or  restriction  on use of the Demised  Premises;  (v) sums
paid in  settlement  of claims;  (vi) actual  attorneys'  fees,  consulting  and
engineering fees and other fees or costs; (vii) the cost of any investigation of
site conditions; and (viii) the cost of any repair, clean-up,  remedial, removal
or restoration work or detoxification  required by any governmental authority or
to comply with any Law.

                21.1.2. "Hazardous Materials" means any pollutant,  contaminant,
hazardous waste, toxic substance or related material, and any substance declared
to be hazardous or toxic under any Law, including the Resource  Conservation and
Recovery Act, the  Comprehensive  Environmental  Response and Liability Act, the
Hazardous  Materials  Transportation  Act, the Toxic Substance  Control Act, the
Clean  Air Act and the Clean  Water  Act,  and all  amendments  thereto  and all
regulations  promulgated  thereunder,  or any other federal, state or local Law,
whether now existing or subsequently enacted.

                21.1.3. "Release" means any discharge, deposit, spill, leaching,
storage,   presence  or  other  release  of  any  Hazardous   Materials  in  the
environment.

                                       19
<PAGE>

         21.2.  Compliance  with Laws.  Tenant,  at its expense,  shall promptly
comply at all times  during the Lease Term,  with all Laws and without  limiting
the scope of the foregoing:

                21.2.1.  Operation of Demised Premises.  Tenant shall not cause,
or permit its agents or invitees to cause,  any  violation of any Law related to
environmental  conditions on, under, or about the Demised  Premises,  or arising
from the operation, use or occupancy of the Demised Premises.  Tenant shall use,
maintain and keep in Repair the Demised  Premises in  compliance  with all Laws.
Tenant will, at its sole expense,  have the Demised Premises inspected as may be
required by any Law for seepage,  spillage and other environmental concerns. All
inspections  performed on the Demised  Premises will be in  compliance  with all
Laws.  Tenant will keep the Demised Premises free and clear of all environmental
liens,  whether  due to any act or  omission  of Tenant  or any other  person or
entity claiming through Tenant.

                21.2.2. No Hazardous  Materials on Demised Premises.  Except for
the customary use of normal janitorial and cleaning materials in compliance with
all Laws,  Tenant  shall not  cause,  or permit to occur,  the use,  generation,
storage or Release of any Hazardous  Materials  on,  under,  or from the Demised
Premises, or the transportation to or from the Demised Premises of any Hazardous
Materials.

                21.2.3. Environmental Permits. Tenant shall obtain all licenses,
permits,  and other  governmental or  quasi-governmental  approvals and consents
necessary for Tenant's operation, use and occupancy of the Demised Premises.

                21.2.4.  Remediation. If any remedial work is required under any
Law  because  of or in  connection  with the  Release  or  suspected  Release of
Hazardous Material into the soil,  groundwater,  surface water or soil vapor at,
on,  under,  about or above the Demised  Premises  (collectively  "Environmental
Violations"),  Tenant will remediate  such matters in accordance  with all Laws,
subject to the terms of this Lease and except to the extent  such  matters  were
caused  by  Landlord's  negligence  or the  negligence  or  intentional  acts of
Landlord's employees,  directors, officers, agents, or members. Such remediation
is to be  performed  during the Term of this Lease or, if  discovered  after the
expiration of the Term, when discovered, as the case may be. Tenant will perform
the  remedial  work as set forth in this  Lease to  correct  each  Environmental
Violation. All remedial work is to be performed by environmental  consultants or
contractors  reasonably  satisfactory  to  Landlord  and  Tenant.  All costs and
expenses of such remedial work are to be paid by Tenant. Tenant will be entitled
to the benefit of any government  reimbursement  funds that may be available for
such remedial work performed by or on behalf of Tenant.  Tenant will control the
administrative  efforts  to  recover  such  reimbursement  at its sole  cost and
expense.  During the course of any remedial work pursuant to this Lease,  Tenant
will  maintain  such  records  for  such  remedial  work as may be  required  by
applicable Laws. Landlord has the right, upon reasonable notice, to review these
records at its expense as Landlord deems necessary.

         21.3.  Environmental  Indemnification.  Tenant hereby  unconditionally,
irrevocably  and  absolutely  agrees  to  indemnify,  defend  and hold  Landlord
harmless from any and all Environmental Liability incurred, paid or sustained by
Landlord  in  connection  with,  arising  out of,  based  upon,  relating  to or
otherwise  involving:  (i) the storage,  use, holding,  management,  Release, or
disposal by Tenant or any third party at any time of any Hazardous  Material at,
on,  under,  about or  above  the  Demised  Premises;  (ii) the  nonfulfillment,
nonperformance  or breach of any  covenant or  agreement  made by Tenant in this
Section  21;  (iii)  the  violation  of  or   noncompliance   with  any  Law  or
environmental  permit  pertaining to the Demised  Premises on the part of Tenant
whether  before  or and  during  the Term or any other  Environmental  Violation
before or during  the Term;  and (iv) the  costs of any  required  or  necessary
repair,  cleanup or  detoxification  of the Demised Premises and the preparation
and implementation of any closure,  remedial or other required plans or remedial
work with  respect  to the  Demised  Premises  as a result of any  Environmental
Violation  existing  before or during the Term,  except to the extent  caused by
Landlord's

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<PAGE>

negligence  or the  negligence  or  intentional  acts of  Landlord's  employees,
directors, officers, agents, or members.

         21.4.  Landlord  Participation.  Landlord shall have the right, but not
the obligation, to join and participate in, at Tenant's expense, and control, if
Landlord so elects,  any legal  proceedings  or actions  initiated in connection
with any Release subject to indemnification  under this Lease. Landlord may also
negotiate,  defend,  approve  and  appeal  any  action  taken or  issued  by any
applicable governmental authority with regard to a Release.

         21.5 Termination Assessment.  Prior to any termination or expiration of
this Lease,  at Landlord's  election,  Landlord  shall be permitted to obtain an
environmental  assessment  of the  Demised  Premises,  at Tenant's  expense,  to
evaluate the environmental  condition of the Demised Premises, and permission is
granted for entry on the Demised  Premises by Landlord  and any  contractors  or
representatives  of Landlord for such purpose.  The assessment may include,  but
shall not be  limited  to,  visual  inspection  of the  Demised  Premises  by an
environmental  audit  firm,  soil  sample   evaluations,   ground  water  sample
evaluations and  discussions  with key employees at Tenant's  operation.  In the
event such environmental assessment reveals any environmental condition which is
in violation of Tenant's  requirements under this Section 21 or an environmental
condition  which may require  remediation or other  corrective  action,  Tenant,
before  the  termination  or  expiration  of this  Lease,  shall take all action
necessary  to  correct  such  environmental  condition  or any  breach of any of
Tenant's   obligations  under  this  Section  21,  except  to  the  extent  such
environmental condition was caused by Landlord's negligence or the negligence or
intentional  acts of  Landlord's  employees,  directors,  officers,  agents,  or
members.

22.      Rights of First Refusal and First Offer.

         22.1. Right of First Refusal.  Provided there is no Event of Default by
Tenant under this Lease that is continuing  and subject to the  limitations  set
forth in Sections 22.2 and 22.3, if at any time during the Lease Term,  Landlord
shall receive a bona fide written offer (the "Offer") from a third party offeror
(other than an Affiliate  of Landlord)  ("Offeror")  (it being  acknowledged  an
Offer from Tenant or an  Affiliate  of Tenant  shall not be deemed to be a third
party Offer) to purchase all of the Demised Premises, and if Landlord desires to
accept such Offer,  then Landlord  shall,  prior to accepting the Offer,  submit
written notice of the Offer to Tenant,  including with such notice a copy of the
Offer for the Demised Premises and information in reasonable  detail  describing
all material terms and conditions of the proposed sale,  whereupon  Tenant shall
have the right to  purchase  the  Demised  Premises at the same price and on the
same terms and  conditions  contained in such Offer.  In order to exercise  such
right.  within  thirty (30) days after  receipt of the notice  from  Landlord to
Tenant, Tenant must notify Landlord, in writing of Tenant's election to purchase
the Demised  Premises.  The  purchase  price and the other terms for the Demised
Premises shall be the same as set forth in the Offer,  except that,  anything in
the Offer to the contrary notwithstanding, the closing of any purchase hereunder
by Tenant shall be consummated no later than sixty (60) days following  Tenant's
acceptance  of the Offer.  If Tenant does not respond to Landlord  within thirty
(30) days of  delivery  of the Offer to Tenant,  Tenant  shall be deemed to have
rejected  the Offer.  If Tenant (i)  rejects or is deemed to have  rejected  the
Offer, or (ii) accepts the Offer and Tenant  subsequently  does not purchase the
Demised  Premises  pursuant to the terms of the Offer  within sixty (60) days of
Tenant's acceptance of the Offer, then, in either case, Landlord is free to sell
the Demised  Premises to the Offeror upon terms and  conditions  (including  the
purchase  price) at least as  favorable  to  Landlord  as those set forth in the
Offer,  but subject,  however,  to all of the terms of this Lease.  The right of
first refusal shall continue in force as to the Demised  Premises for all future
transfers,  conveyances,  sales,  exchanges or other dispositions of the Demised
Premises during the Lease Term. If Landlord does not convey the Demised Premises
pursuant to the Offer,  then Tenant's rights pursuant to this Section 22.1 shall
be  reinstated  as to the  Demised  Premises.  In all  events,  Tenant's  rights
pursuant to this Section 22.1 shall  terminate on the  expiration or termination
of this Lease. For purposes of this

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<PAGE>

Lease,   "Affiliate"  means:  (i)  any  person  or  entity  which,  directly  or
indirectly,  is in control of, is controlled by or is under common  control with
the party  for whom an  affiliate  is being  determined;  or (ii) any  person or
entity  who is a director  or officer  (or  comparable  position)  of any entity
described  in clause  (i) above or of the Party for whom an  affiliate  is being
determined. For purposes hereof, control of an entity means the power, direct or
indirect,  to: (a) vote 10% or more of the  securities  having  ordinary  voting
power for the election of directors (or comparable positions) of such entity; or
(b) direct or cause the direction of the management and policies of such entity,
whether by contract or otherwise and either alone or in conjunction with others.

         22.2.  Right of First  Offer.  If at any time  during  the Lease  Term,
Landlord decides to sell the Demised Premises (other than a proposed transaction
to an  Affiliate  of  Landlord  or an  Affiliate  of Tenant  and  subject to the
limitations  set forth in Section 22.3) in a transaction  not covered by Section
22.1 and  provided  that no Event of  Default  by  Tenant  has  occurred  and is
continuing  under this Lease,  Landlord  shall first deliver to Tenant the price
and terms on which  Landlord  would  accept  an offer to  purchase  the  Demised
Premises  (the  "Proposed  Offer").  Tenant shall have the right to purchase the
Demised  Premises at the price and on such terms as  contained  in the  Proposed
Offer by delivering a written  notice of  acceptance to Landlord,  which must be
received by Landlord  within thirty (30) days of delivery of the Proposed  Offer
to Tenant.  If Tenant does not accept such  Proposed  Offer within the specified
time,  Landlord shall have the right to sell the Demised Premises during the one
hundred eighty (180) day period following Tenant's rejection or deemed rejection
of the Proposed  Offer for a purchase price no less than ninety percent (90%) of
the  price  set  forth in the  Proposed  Offer,  but the  Lease  shall  continue
otherwise on all of the other terms, covenants, and conditions set forth in this
Lease,  excluding  the right of first  refusal under Section 22.1 as to the sale
under the  Proposed  Offer.  However,  if  Landlord  elects to sell the  Demised
Premises for a purchase price less than ninety percent (90%) of the price in the
Proposed Offer during the one hundred eighty (180) day period following Tenant's
rejection or deemed  rejection of the  Proposed  Offer,  such sale is subject to
Tenant's  right of first refusal  under  Section  22.1. In all events,  Tenant's
rights  pursuant to this  Section  22.2 shall  terminate  on the  expiration  or
termination of this Lease.

         22.3.  Limitations  and  Exclusions on Right of First Refusal and First
Offer.  Notwithstanding  anything herein to the contrary,  in no event shall the
right of first refusal or right of first offer  provided in this Section 22: (i)
apply to any foreclosure of any portion of the Demised  Premises or the delivery
of any deed-in-lieu of foreclosure, and such right of first refusal and right of
first  offer  shall  terminate  and be of no  further  force or effect  upon and
following a foreclosure or the delivery of a  deed-in-lieu  of  foreclosure;  or
(ii) be deemed to  include  or be  triggered  by any of the  following:  (a) any
transfers not in fee; (b) any financing  transaction of any nature no matter the
structure,   (c)  any  transfer  or  sale  due  to  Condemnation  or  threat  of
Condemnation,  or (d) any package sale  transaction in which the Landlord offers
or markets the Demised Premises and one or more other parcels or tracts together
as one package

23.      Tax Matters.  Tenant shall not sublease  either the Demised Premises or
any  portion of the  Demised  Premises  to a "tax  exempt  entity" as defined in
Section 168(h)(2) of the Internal Revenue Code of 1986, as amended,  at any time
during the Lease Term.  Neither  the Tenant nor any  Affiliate  of Tenant  shall
take, for Federal,  state,  or local income tax purposes,  a position on any tax
return,  amended tax return, or claim for refund, for any tax period included in
the Lease Term, or in connection with the examination of any such return,  or in
connection  with the contest of any  adjustment  to any such return,  that,  for
Federal,  state,  or local tax purposes:  (i) it is the owner, a co-owner,  or a
partner or joint  venturer  in the  ownership  of the  Demised  Premises  or any
portion of the Demised  Premises,  or (ii) it is entitled to any depreciation or
cost recovery  deduction with respect to the Demised  Premises or any portion of
the Demised  Premises,  or (iii) it is entitled to any interest  deduction  with
respect  to any  debt  incurred  by the  Landlord  and  secured  by the  Demised
Premises.  Neither Tenant nor any Affiliate of Tenant shall assert for financial
accounting,  regulatory accounting,  or any other nontax purpose, for any period
or as of any

                                       22
<PAGE>

date  included in the Lease  Term,  that (i) it is the owner,  a co-owner,  or a
partner or joint  venturer  in the  ownership  of the  Demised  Premises  or any
portion of the Demised  Premises,  or (ii) it is an obligor or co-obligor on any
debt  incurred  by the  Landlord  and secured by the  Demised  Premises.  Tenant
represents  and  warrants  that,  prior to the sale of the  Demised  Premises by
Tenant to Landlord, Tenant (or an Affiliate of Tenant) used the Demised Premises
in its trade or business,  and Tenant (or an Affiliate of Tenant) shall continue
to use the  Demised  Premises  in its trade or  business  during the Lease Term.
Landlord  represents and warrants that at the end of the Lease Term, the Demised
Premises  shall be useful  to or usable by  Landlord  for  purposes  other  than
continued leasing or transfer to the Tenant or an Affiliate of Tenant.

24.      Mortgagee Protections.

         24.1. Right to Mortgage.  Landlord shall have the right to mortgage the
Demised Premises,  or any part or parts thereof, and its interest in this Lease,
or to assign,  pledge or  hypothecate  the same as  security  for any  Mortgage.
Tenant shall  cooperate  with  Landlord in  connection  with any mortgage of the
Demised Premises and shall, if requested by Landlord,  consent to any amendments
to this Lease reasonably  required by the Mortgagee  provided same shall not (i)
result in an increase  in  Tenant's  financial  obligations;  or (ii)  otherwise
materially adversely affect Tenant's rights hereunder. If Landlord shall execute
a Mortgage  encumbering the Demised Premises,  or any part or parts thereof, and
if Landlord or the Mortgagee  shall send to Tenant a written  notice  specifying
the name and address of such Mortgagee,  Tenant,  so long as such Mortgage shall
remain unsatisfied or of record or until written notice of satisfaction is given
by the Mortgagee to Tenant,  shall comply with the following  provisions of this
Section 24.

         24.2. Notices from Tenant. Tenant will give the Mortgagee a copy of any
notice or other  communication  from Tenant to Landlord  under this Lease at the
same time of giving such notice or  communication  to Landlord.  Tenant will not
exercise  any right or remedy  with  respect to any  default or alleged  default
hereunder,  and no notice to Landlord  of any such  default  shall be  effective
until Tenant shall have so given to the  Mortgagee  written  notice or a copy of
its notice to Landlord of such default or any remedy,  as the case may be. There
shall be no  cancellation,  surrender or  modification of this Lease without the
prior written consent of the Mortgagee,  and no such cancellation,  surrender or
modification shall be effective without such prior written consent.

         24.3. Remedies of Tenant;  Cure by Mortgagee.  Tenant will not exercise
any right,  power or remedy with  respect to any  default by Landlord  hereunder
until the  expiration  of ten (10)  days  beyond  any cure  period  provided  to
Landlord in this Lease with  respect  thereto if a  Mortgagee,  within such cure
period,  shall give to Tenant  written  notice that it intends to undertake  the
correction of such default by Landlord or to cause the same to be corrected; and
the Mortgagee shall thereafter cure the same. Any Mortgagee may make any payment
or perform any act required  hereunder to be made or performed by Landlord  with
the same effect as if made or performed by Landlord.

         24.4.  Additional  Notices  to  Mortgagees.   Tenant  shall  give  each
Mortgagee notice of any Condemnation  affecting the Demised  Premises,  and such
Mortgagee  shall  have the  right to  intervene  and be made a party to any such
Condemnation proceedings,  at its election.  Landlord's interest in any award or
damages  for  such  Condemnation  is  hereby  transferred  and  assigned  to the
Mortgagee  to the extent  that such  transfer or  assignment  is required by the
terms of such  Mortgage.  Tenant  shall  give to each  Mortgagee  notice  of any
arbitration  or  judicial  proceedings  by or  between  Tenant and  Landlord  or
otherwise  affecting  this  Lease,  and the  Mortgagee  shall  have the right to
intervene  therein  and be made a party to such  proceedings  and shall  receive
notice of and a copy of any award or decision made in such proceedings.

                                       23
<PAGE>

         24.5.  Mortgagee  and  Insurance.  Tenant  shall  add the  name of each
Mortgagee to the "Loss Payable  Endorsement"  of any and all insurance  policies
required  to be  carried  by  Tenant  hereunder.  The  Parties  acknowledge  the
insurance proceeds are to be applied, either by Landlord or by any Mortgagee, in
the manner specified in the Mortgage.

         24.6.  Liability of Mortgagees.  No Mortgagee  shall become  personally
liable under the agreements, terms, covenants or conditions of this Lease unless
and until Mortgagee becomes,  and then only for as long as it remains, the owner
of the Demised  Premises.  Upon any assignment of this Lease by any owner of the
Demised  Premises whose interest shall have been acquired by, through or under a
Mortgage  or from any holder  thereof,  the  assignor  shall be  relieved of all
further  liability  which may accrue under this Lease from and after the date of
such  assignment,  provided  that the  assignee  shall  execute  and  deliver to
assignor a recordable  instrument of the assignment and assumption of this Lease
wherein  such  assignee  shall  assume and  covenant  to perform and observe all
provisions  in this Lease  required to be performed and observed by the Landlord
hereunder or  thereunder,  as  applicable,  it being the intention that once the
Mortgagee  shall succeed to Landlord's  interest  under this Lease,  any and all
subsequent assignments (whether by such Mortgagee,  any purchaser at foreclosure
sale or other  transferee or assignee)  shall effect a release of the assignor's
liability under this Lease.

25.      Bankruptcy or Insolvency.

         25.1.  Bankruptcy or Insolvency Affecting Tenant.

                25.1.1.  Reliance by Landlord.  Tenant  acknowledges  and agrees
that  Landlord is relying upon (i)  Tenant's  timely  performance  of all of its
obligations under this Lease  notwithstanding  the entry of any order for relief
under any Law governing Tenant pertaining to any insolvency,  bankruptcy or bank
failure  of Tenant,  and (ii) all  Events of Default of Tenant  under this Lease
being cured  promptly and this Lease being assumed within sixty (60) days of any
order for relief entered under any Law on behalf of Tenant,  or this Lease being
rejected  within such  60-day  period and the Demised  Premises  surrendered  to
Landlord.

                25.1.2. Tenant Acknowledgements.  Tenant hereby agrees that: (a)
all  obligations  that accrue under this Lease  (including the obligation to pay
Base Rent and Additional  Rent),  from and after the date that any bankruptcy or
similar  action  described  in  Section  25.1.1  is  commenced  shall be  timely
performed  exactly as provided in this Lease and any failure to so perform shall
be harmful and prejudicial to Landlord;  (b) any and all obligations  under this
Lease of Tenant  that  become  due from and  after  the date that any  action is
commenced  and that are not paid as required by this Lease shall,  in the amount
of such obligations,  constitute  administrative  expense claims allowable under
applicable  Laws with  priority  of payment at least  equal to that of any other
actual and necessary  expenses  incurred after the  commencement of such action;
(c) any  extension  of the time  period  within  which the  Tenant may assume or
reject this Lease  without an  obligation  to cause all  obligations  coming due
under this Lease from and after the date that any such action is commenced to be
performed as and when required under this Lease shall be harmful and prejudicial
to  Landlord;  (d) any time period  designated  as the period  within  which the
Tenant must cure all defaults and compensate  Landlord for all pecuniary  losses
which  extends  beyond the date of assumption of this Lease shall be harmful and
prejudicial  to Landlord;  (e) any  assignment  of this Lease must result in all
terms and  conditions  of this  Lease  being  assumed  by the  assignee  without
alteration or  amendment,  and any  assignment  which results in an amendment or
alteration of the terms and conditions of this Lease without the express written
consent of  Landlord  shall be harmful  and  prejudicial  to  Landlord;  (f) any
proposed  assignment  of this Lease to an  assignee  that does not  possess  the
financial condition,  operating performance and experience characteristics equal
to or better than the financial condition,  operating performance and experience
of Tenant as of the Effective Date shall be harmful and prejudicial to Landlord;
and (g) the  rejection  (or  deemed  rejection)  of this  Lease  for any

                                       24
<PAGE>

reason whatsoever shall constitute cause for immediate relief from the automatic
stay  provisions  of any  applicable  Law (if such stay is imposed),  and Tenant
stipulates  that such automatic stay shall be lifted  immediately and possession
of the Demised  Premises will be delivered to Landlord  immediately  without the
necessity of any further action by Landlord.

                25.1.3.  No Waiver of  Landlord's  Rights.  No provision of this
Lease  shall be  deemed a waiver of  Landlord's  rights  or  remedies  under any
applicable Law to oppose any assumption or assignment of this Lease,  to require
timely  performance  of  Tenant's  obligations  under this  Lease,  or to regain
possession  of the  Demised  Premises  as a result of the  failure  of Tenant to
comply with the terms and conditions of this Lease or applicable Laws.

                25.1.4.  Definition  of Rent.  Notwithstanding  anything in this
Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord
under this Lease, whether or not expressly denominated as such, shall constitute
"rent" for the  purposes  of all  applicable  Laws (and along with Base Rent and
Additional Rent are referred to herein collectively as "Rent".)

                25.1.5. Definitions.  For purposes of this Section 25 addressing
the rights and  obligations  of Landlord and Tenant in the event that any action
is commenced,  the term "Tenant" shall include  Tenant's  successor,  whether in
bankruptcy, a trustee, a debtor in possession or other responsible person.

                25.2.  Bankruptcy Affecting Landlord.  If Landlord (as debtor in
possession)  or a trustee  in  bankruptcy  for  Landlord  rejects  this Lease in
connection with any bankruptcy  proceeding involving Landlord,  Tenant shall not
have the right to elect to treat this Lease as terminated.

26. Negotiated Transaction. Landlord and Tenant each represent to the other that
in the negotiation  and drafting of this Agreement each has been  represented by
and has relied  upon the advice of counsel of its choice.  Each of Landlord  and
Tenant  affirm that its counsel has had a  substantial  role in the drafting and
negotiation of this Agreement;  therefore, this Agreement will be deemed drafted
by each of Landlord and Tenant,  and the rule of construction to the effect that
any ambiguities  are to be resolved  against the drafter will not be employed in
the interpretation of this Agreement.

27.      Miscellaneous.

         27.1. Acceptance.  Each Party hereto acknowledges that it has read this
Lease,  consulted with legal counsel,  and that its signature  hereto  signifies
acceptance of each and every term hereof.

         27.2.  Accord  and  Satisfaction.  No  payment  by Tenant or receipt by
Landlord of a lesser  amount than the full Base Rent,  Additional  Rent or other
amounts to be paid  hereunder  is to be other than on account of the earliest of
such items then due,  nor may any  endorsement  or statement on any check or any
letter  accompanying any check or payment be deemed an accord and  satisfaction,
and Landlord may accept such check or payment  without  prejudice to  Landlord's
right to recover the  balance of such  amount due or pursue any other  remedy in
this Lease provided.

         27.3.   Amendment  and   Modification.   No  amendment,   modification,
supplement,  termination,  consent or waiver of any provision of this Lease, nor
consent to any departure  herefrom,  shall in any event be effective  unless the
same is in writing and is signed by the Party  against whom  enforcement  of the
same is sought. Any waiver of any provision of this Lease and any consent to any
departure  from the terms of any provision of this Lease shall be effective only
in the specific instance and for the specific purpose for which given.

                                       25
<PAGE>

         27.4.  Captions.  Captions  contained in this Lease have been  inserted
herein only as a matter of convenience  and in no way define,  limit,  extend or
describe the scope of this Lease or the intent of any provision hereof.

         27.5.  Construction.  Unless the context of this Lease clearly requires
otherwise:  (i)  references  to the plural  include the singular and vice versa;
(ii) references to any person include such person's  successors and assigns but,
if applicable,  only if such successors and assigns are permitted by this Lease;
(iii)  references to one gender  include all genders;  (iv)  "including"  is not
limiting; (v) "or" has the inclusive meaning represented by the phrase "and/or";
(vi) the words "hereof",  "herein",  "hereby",  "hereunder" and similar terms in
this Lease refer to this Lease as a whole and not to any particular provision of
this Lease; (vii) paragraph,  section, clause and Exhibit references are to this
Lease unless otherwise  specified;  (viii) reference to any agreement (including
this Lease), document or instrument means such agreement, document or instrument
as amended or modified  and in effect from time to time in  accordance  with the
terms thereof and, if applicable, the terms hereof; and (ix) general or specific
references to any Law mean such Law as amended, modified, codified or reenacted,
in whole or in part, and in effect from time to time.

         27.6.  Counterparts.  This Lease may be executed by Landlord and Tenant
on any number of separate  counterparts,  and all such  counterparts so executed
constitute  one  agreement  binding  on all  the  Parties  notwithstanding  that
Landlord and Tenant are not signatories to the same counterpart.

         27.7.  Entire  Agreement.  This Lease  constitutes the entire agreement
between  Landlord  and  Tenant  pertaining  to the  subject  matter  hereof  and
supersedes all prior agreements, letters of intent, understandings, negotiations
and  discussions  of the Parties,  whether oral or written,  except the Purchase
Agreement,  provided,  however,  that the parties  acknowledge that the Purchase
Agreement  contains no  contractual or legal right to withhold,  deduct,  abate,
reduce or off set any amounts  against any Base Rent or Additional  Rent payable
under this Lease  (Tenant  acknowledging  its  obligation to timely pay all Base
Rent and Additional Rent is absolute) nor any right to terminate this Lease.

         27.8.  Exhibits.  All of the Exhibits attached to this Lease are deemed
incorporated herein by reference.

         27.9.  Failure or Delay. No failure on the part of a Party to exercise,
and no delay in exercising,  any right, power or privilege hereunder operates as
a waiver thereof; nor does any single or partial exercise of any right, power or
privilege  hereunder  preclude  any other or further  exercise  thereof,  or the
exercise of any other  right,  power or  privilege.  No notice to or demand on a
Party in any case entitles  such Party to any other or further  notice or demand
in similar or other circumstances, except as required under this Lease.

         27.10.  Further  Assurances.  Landlord  and Tenant  shall  execute  and
deliver such further  instruments  and do such further acts and things as may be
required to carry out the intent and purpose of this Lease.

         27.11.  Governing  Law.  This Lease and the rights and  obligations  of
Landlord and Tenant hereunder shall be governed by and construed and interpreted
in  accordance  with the Laws of the state in which  the  Demised  Premises  are
located, without regard to conflict or choice of law rules.

         27.12.  Landlord's Liability. In the event that Tenant alleges Landlord
is in default  under this  Lease,  Landlord  shall not be in default  under this
Lease  unless  Tenant has  provided  written  notice to Landlord of such alleged
default and  Landlord  shall have failed  within  thirty (30) days after  Tenant
delivers  such notice to cure the alleged  default,  or, if such  default is not
capable of being cured  within such

                                       26
<PAGE>

thirty (30) day period,  Landlord has not  commenced  such  performance  in good
faith  within such thirty (30) day period and has not cured the alleged  default
within  ninety (90) days of such notice.  Anything in this Lease to the contrary
notwithstanding,  Tenant  must look solely to the estate of Landlord in the land
and building  comprising the Demised Premises for the collection of any judgment
(or other  judicial  process)  requiring the payment of money by Landlord in the
event of any default or breach by Landlord  with respect to any of the terms and
provisions  of this Lease to be  observed or  performed  by  Landlord,  subject,
however, to the prior rights of the holder of any Mortgage;  provided,  however,
in no event shall  Tenant be entitled to receive  ownership  of or an  ownership
interest in the Demised  Premises or any  portion  thereof.  No other  assets of
Landlord  are  subject to levy,  execution  or other  judicial  process  for the
satisfaction  of Tenant's  claim,  and Landlord shall not be liable for any such
default  or breach  except to the  extent of  Landlord's  estate in the  Demised
Premises.

         27.13.  Legal Fees. Except as otherwise  provided herein, all legal and
other  costs  and  expenses  incurred  in  connection  with  this  Lease and the
transactions contemplated hereby shall be paid by the Party incurring such costs
and expenses.

         27.14. No Joint Venture or Partnership.  Landlord and Tenant agree that
nothing  contained herein is to be construed as making Landlord and Tenant joint
venturers or partners.

         27.15.  Notices.  All notices,  consents,  requests,  demands and other
communications  hereunder shall be in writing,  and are deemed to have been duly
given or made:  (i) when  delivered  in person;  (ii) three (3) days after being
deposited in the United States mail, first class postage  prepaid;  (iii) in the
case of overnight courier  services,  one (1) business day after delivery to the
overnight courier service with payment provided for; or (iv) in the case of fax,
when sent, verification received; in each case addressed as follows:

                if to Landlord:

                         FI Properties Pool I LP
                         39400 Woodard Avenue, Suite 250
                         Bloomfield Hills, Michigan  48304-2876
                         Attention:
                                   ---------------------------
                         Fax No.:
                                   ---------------------------

                                 with a copy to:

                         Honigman Miller Schwartz and Cohn LLP
                         2290 First National Building
                         Detroit, MI  48226
                         Attention:  Lawrence D. McLaughlin, Esq.
                         Fax No.:  (313) 465-7474


                Landlord's Payment Address:

                         FI Properties Pool I LP
                         39400 Woodard Avenue, Suite 250
                         Bloomfield Hills, Michigan  48304-2876
                         Attn:
                              ---------------------------

                                       27
<PAGE>

                if to Tenant:

                         First National Bank of Chester County
                         9 North High Street
                         West Chester, PA  19380
                         Attention:  John E. Balzarini, Chief Financial Officer
                         Fax No.:  (484) 881-4339

                                 with a copy to:

                         MacElree Harvey
                         17 West Miner Street
                         P.O. Box 660
                         West Chester, PA 19381
                         Attention:  James B. Urie, LL.M.
                         Fax No.:  (610) 429-4486

or to such other address as any Party may designate by notice to the other Party
in accordance with the terms of this Section.

         27.16. Remedies Cumulative. Except as otherwise provided in this Lease,
each and every right granted  hereunder and the remedies provided for under this
Lease are cumulative and are not exclusive of any remedies or rights that may be
available  to a  Party  at Law  in  equity  or  otherwise.  Notwithstanding  the
foregoing, in the event of any default by Landlord,  Tenant's sole and exclusive
remedy is to  request  arbitration  or bring an action  under  Section  31.2 for
damages  against  Landlord,  subject  to  Section  27.12.  Tenant  shall have no
contractual  or legal right to withhold,  deduct,  abate,  reduce or off set any
amounts  against  any Base Rent or  Additional  Rent  payable  under  this Lease
(Tenant  acknowledging its obligation to timely pay all Base Rent and Additional
Rent is absolute)  nor any right to terminate  this Lease.  Tenant hereby waives
any rights at Law or in equity or otherwise (i) to terminate this Lease, (ii) to
pursue any remedy for a default by Landlord  except a request for arbitration or
bringing  an action  under  Section  31.2 for any damages  actually  incurred by
Tenant, and (iii) for any speculative or consequential damages.

         27.17.  Severability.  Any provision of this Lease which is prohibited,
unenforceable  or not  authorized  in any  jurisdiction  shall  be,  as to  such
jurisdiction,   ineffective   to   the   extent   of   any   such   prohibition,
unenforceability   or  nonauthorization   without   invalidating  the  remaining
provisions hereof, or affecting the validity, enforceability or legality of such
provision  in  any  other  jurisdiction,  unless  the  ineffectiveness  of  such
provision would result in such a material  change as to cause  completion of the
transactions contemplated hereby to be unreasonable;  provided, however, that in
no such event shall Tenant be released of its obligations  hereunder to pay Base
Rent,  Additional Rent and its other monetary obligations  hereunder without the
prior written consent of Landlord.

         27.18. Successors and Assigns. All provisions of this Lease are binding
upon,  inure to the benefit of and are enforceable by or against the Parties and
their respective successors and permitted assigns.

         27.19. Third-Party Beneficiary. This Lease is solely for the benefit of
the Parties and their respective  successors and permitted assigns, and no other
person shall have any right,  benefit,  priority or interest under or because of
the existence of this Lease.

         27.20.  Memorandum  of Lease.  This Lease  shall not be  recorded.  The
Parties shall  execute and record,  in the land records for the county and state
in which the Demised Premises are located, within

                                       28
<PAGE>

ten (10) days of the Effective Date or such longer reasonable time thereafter, a
memorandum  of lease in the form attached  hereto as Exhibit C and  incorporated
herein by reference (the "Memorandum of Lease").  Upon the expiration or earlier
termination of this Lease, Landlord and Tenant shall enter into a memorandum, in
recordable form reasonably satisfactory to Landlord and Tenant,  terminating the
Memorandum  of Lease of record in the county in which the  Demised  Premises  is
located.  If Tenant  refuses to sign a termination  of the  Memorandum of Lease,
Tenant  hereby grants to Landlord a limited power of attorney for the purpose of
executing  such  termination  document on behalf of Tenant and in Tenant's name,
which power of attorney is irrevocable and coupled with an interest.

         27.21.  Requests for  Landlord's  Consent or Approval.  Notwithstanding
anything contained herein to the contrary, any requests by Tenant for Landlord's
approval or consent as permitted  under this Lease shall be in writing and shall
be accompanied by sufficient information (as determined in Landlord's reasonable
discretion)  for Landlord to make an informed  decision as to whether to give or
withhold its approval or consent.

         27.22.  Operating  Covenant.  Tenant shall,  except  during  reasonable
periods for Repair, cleaning and making Alterations,  keep those portions of the
Demised Premises  intended for use by the public open to the public for business
and have  adequate  personnel in  attendance on all days other than weekends and
customary holidays in the area in which the Demised Premises is located.  Tenant
shall not at any time leave the Demised  Premises  vacant for a period in excess
of sixty (60) days,  but shall in good faith  continuously  throughout the Lease
Term conduct and carry on the type of business for which the Demised Premises is
leased.

         27.23. Confidential  Information.  Landlord and Tenant acknowledge that
either  Party may be  required  to make  public  disclosure  of  material  facts
concerning this Lease from time to time in order to satisfy the  requirements of
applicable  securities,  banking  or other  applicable  Laws.  Other  than  such
disclosure  that may be  required to comply with  applicable  Laws,  the Parties
agree to treat as  confidential  and to use  reasonable  efforts to prevent  the
inadvertent  disclosure of proprietary  information of either Party delivered to
the other pursuant to or in furtherance of the purposes of this Lease; provided,
however,  that nothing  herein shall be deemed to preclude or impair the ability
of either Party to deliver any such  information to its attorneys,  accountants,
lenders,  investors and other such interested parties.  Notwithstanding anything
herein to the contrary, each Party and its employees, officers, representatives,
or other  agents may  disclose  to any and all  persons  and  entities,  without
limitation of any kind,  the tax treatment and tax structure of the  transaction
evidenced by this Lease and all  materials  or documents of any kind  (including
opinions or other tax  analyses)  that are provided to or obtained by such Party
relating to such tax treatment and tax structure.

28. No  Merger.  Without  the  written  consent  of  Landlord,  Tenant,  and all
Mortgagees,  the fee estate and the leasehold estate created herein shall remain
distinct  and  separate  estates  and  shall  not  merge,   notwithstanding  the
acquisition of both the fee estate and the leasehold estate by Landlord, Tenant,
any Mortgagee, or a third party, whether by purchase or otherwise.

29.  Time is of the  Essence.  Time is of the essence  with  respect to each and
every provision of this Lease in which time is a factor; provided,  however, the
preceding  provision shall not limit Tenant's or Landlord's right to notices and
cure periods expressly provided for in this Lease.

30. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY AND ALL ISSUES  PRESENTED IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES  HERETO  AGAINST THE OTHER OR ITS SUCCESSORS OR
ASSIGNS WITH  RESPECT TO ANY MATTER  ARISING OUT OF OR IN  CONNECTION  WITH THIS
LEASE,  THE  RELATIONSHIP  OF

                                       29
<PAGE>

LANDLORD AND TENANT, THE USE OR OCCUPANCY OF THE DEMISED PREMISES,  OR ANY CLAIM
FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY  REMEDY.  THIS WAIVER BY THE
PARTIES  HERETO  OF ANY  RIGHT  EITHER  MAY  HAVE TO A TRIAL  BY JURY  HAS  BEEN
NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

31.      Arbitration.

         31.1.  Arbitration  Proceedings.  Any  controversy,  claim,  or dispute
between,  among or  involving  the  Parties,  arising out of or relating to this
Lease or any  agreements or  instruments  relating  hereto,  including any claim
based on or arising  from an alleged  tort,  shall at the  request of a Party be
determined by binding  arbitration.  The arbitration  shall be conducted in Cook
County, Illinois in accordance with the United States Arbitration Act (Title IX,
U.S. Code), notwithstanding any choice of law provision in this Lease, and under
the  auspices  and  Commercial  Arbitration  Rules of the  American  Arbitration
Association  ("AAA") then in effect.  If AAA is unable or legally precluded from
administering the arbitration, then it shall be conducted under the auspices and
the Rules of Practice and Procedure for the  Arbitration of Commercial  Disputes
of the Judicial  Arbitration  and  Mediation  Service,  Inc./Endispute,  Inc. ("
JAMS/Endispute").  The arbitrator(s) shall give effect to statutes of limitation
in determining  any claim,  and any controversy  concerning  whether an issue is
arbitrable shall be determined by the arbitrator(s). Section 27.23 of this Lease
entitled "Confidential  Information" shall apply to the arbitration  proceeding,
including  all  evidence  taken and any opinion  rendered by the  arbitrator(s),
which  will  constitute  confidential  information  of  both  parties.  Judgment
affirming the decision rendered by the arbitrator(s) may be entered in any court
having  jurisdiction.  THE  PARTIES  EXPRESSLY  WAIVE  ANY  RIGHT OR  CLAIM  FOR
EXEMPLARY  AND/OR PUNITIVE  DAMAGES.  Accordingly,  arbitrator(s)  shall have no
authority to award any punitive or exemplary damages.

         31.2.  Binding  Effect.  In  agreeing  to the  foregoing,  the  Parties
understand and agree as follows:

         1.     Arbitration is final and binding on the Parties.

         2.     The Parties are waiving their right to seek remedies in court,
                including the right to a jury trial.

         3.     Pre-arbitration  discovery is generally  more limited than and
                different from court proceedings.

         4.     The  arbitrator(s)'  award is not required to include  factual
                findings or legal reasoning and any Party's right to appeal or
                to seek  modification on the rulings by the  arbitrator(s)  is
                strictly limited.

         5.     Arbitrator(s)  may  include  arbitrator(s)  who  were  or  are
                affiliated with the banking and/or securities industry.

         If for any reason  arbitration is not available or suit must be brought
to compel  arbitration,  any controversy,  claim, or dispute  between,  among or
involving  the  Parties,  arising  out  of or  relating  to  this  Lease  or any
agreements  or  instruments  relating  hereto,  including  any claim based on or
arising from an alleged tort,  must be brought in the courts of the State of New
York located in Kings County or in the Southern  District United States District
Court of New York, and, by execution and the delivery of this Lease,  each Party
hereby accepts and submits for itself and in respect of its property,  generally
and  unconditionally,  the jurisdiction of such courts. The Parties  irrevocably
waive any objection,  including any objection to the laying of venue or based on
the grounds of forum non conveniens, which any of them may now or hereafter have
to  the  bringing  of  any  such  action  or  proceeding   in  such   respective

                                       30
<PAGE>

jurisdictions.  Each Party irrevocably consents to the service or process of any
such  courts  and in any such  action or  proceeding  by the  mailing  of copies
thereof by registered or certified mail,  postage  prepaid,  each to each of the
other Parties at its address provided  herein,  such service to become effective
thirty (30) days after such mailing.

         32.  State  Specific  Provisions.  Attached  hereto  as  Exhibit  D are
provisions  applicable  to the state in which the  Property is  located.  To the
extent  any of the  provisions  in  this  Agreement  are in  conflict  with  the
provisions in Exhibit D, the provisions in Exhibit D shall control.

                                       31
<PAGE>

         IN WITNESS WHEREOF,  the Parties have executed and delivered this Lease
as of the date and year first set forth above.

         THIS  LEASE  CONTAINS  A  BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.

                           "TENANT"

                           FIRST NATIONAL BANK OF CHESTER COUNTY,
                           a national banking association


                           By:      /s/ John Balzarini
                                    --------------------------------------------
                           Printed Name:     John Balzarini
                                        ----------------------------------------

                           Title:   Chief Financial Officer
                                    --------------------------------------------



                           "LANDLORD"

                           FI PROPERTIES POOL I LP,
                           a Delaware limited partnership

                           By:      FI Properties Pool I Manager LLC,
                                    a Delaware limited liability company
                           Its:     General Partner

                           By:      FI Properties Acquisition LLC,
                                    a Delaware limited liability company
                           Its:     Sole Member

                           By:      FI Properties Holding LLC,
                                    a Delaware limited liability company
                           Its:     Sole Member

                           By:      Kojaian Ventures, L.L.C.,
                                    a Michigan limited liability company,
                           Its:     Sole Member

                           By:      Kojaian Ventures--MM, Inc.,
                                    a Michigan corporation
                           Its:     Manager


                           By:      /s/ C. Michael Kojaian
                           ---      --------------------------------------------
                                    C. Michael Kojaian
                           Its:     President

                                       32
<PAGE>

                                    Exhibit A

                                Demised Premises

ALL THAT  CERTAIN lot or piece of ground  with the  buildings  and  improvements

thereon erected,  Situate in the Township of West Goshen,  County of Chester and

Commonwealth  of  Pennsylvania,  bounded and  described  according  to a Plan of

Subdivision made for Hough/Loew Assoc. by Chester Valley Engineers,  Inc., dated

February 29, 1984 and last revised July 11, 1984 and said plan being recorded in

the Office for the  Recording of Deeds,  in and for Chester  County in Plan File

#5021, as follows, to wit:


BEGINNING  at a point on the  Southeasterly  side of Carter Drive (50 feet wide)

said point  being the  distance  of 39.27 feet  measured  on the arc of a circle

curving  to the right  having a radius of 25 feet from a point of tangent on the

Northeasterly  side of  Matlack  Street;  Thence  extending  from said  point of

beginning  along the  Southeasterly  side of Carter  Drive  North 62  degrees 34

minutes  5  seconds  East,  233.50  feet to a point a  corner  of Lot 6;  Thence

extending along same South 27 degrees 25 minutes 55 seconds East, 382.55 feet to

a point;  Thence  extending  South 62 degrees 34 minutes 5 seconds West,  258.80

feet to a point on the  Northeasterly  side of Matlack Street;  Thence extending

along the Northeasterly side of Matlack Street the two (2) following courses and

distances:  (1) North 27 degrees 25 minutes 55 seconds  West,  357.55  feet to a

point of curve  and (2) on the arc of a circle  curving  to the  right  having a

radius of 25 feet the arc  distance of 39.27 feet to the first  mentioned  point

and place of BEGINNING.


BEING Lot 5, as shown on said Plan.


<PAGE>


                                    Exhibit B

                              Permitted Exceptions

1.    Rights of persons in possession under recorded or unrecorded leases.

2.    Encroachments,  easements  and other  matters  revealed  or which would be
      revealed by an accurate survey of the Demised Premises.

3.    All  easements,  liens,  rights  of  way,  and  other  title  matters  and
      exceptions of record, including without limitation the following

      (To be inserted by the Parties from the applicable title commitment/policy
      of Landlord)

4.    Zoning regulations and ordinances

5.    The physical and environmental condition of the Demised Premises as of the
      date of this Lease



<PAGE>

                                    Exhibit C

                           Form of Memorandum of Lease



                               MEMORANDUM OF LEASE


      This Memorandum of Lease (this  "Memorandum")  is made and entered into as
of the 28 day of  September,  2007  (the  "Effective  Date") by and  between  FI
PROPERTIES  POOL I LP, a Delaware  limited  partnership  ("Landlord")  and FIRST
NATIONAL BANK OF CHESTER COUNTY, a national banking association ("Tenant").

                                                                  RECITALS

      A.  Landlord and Tenant have  entered into that certain  Lease dated as of
even date herewith (the "Lease").

      B. The  Lease  pertains  to  certain  premises  located  in the  County of
Chester, Commonwealth of Pennsylvania, as more specifically described on Exhibit
A attached hereto and made a part hereof (the "Demised Premises").

      C.  Landlord and Tenant  desire to evidence the Lease in the official land
records of Chester County,  Pennsylvania  by the  recitations  contained in this
Memorandum.

                                    AGREEMENT

      In  consideration  of the  foregoing  and  for  other  good  and  valuable
consideration  (the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged by the parties by their execution  hereof),  Landlord has agreed to
demise, lease and let unto Tenant the Demised Premises, as follows:

      1.  Term.  The term of the Lease is for a fifteen  (15) year  period  (the
"Term"). The Term commenced as of the Effective Date.

      2. Right of First  Refusal/Right  of First  Offer.  Landlord  has  granted
Tenant a right of first  refusal  and a right  of first  offer to  purchase  the
Demised Premises, which rights are more particularly described in the Lease.

      3.  Incorporation  of Lease.  This  Memorandum  is  subject  to all of the
conditions,  terms and  provisions  of the Lease,  which  conditions,  terms and
provisions are hereby adopted and made a part hereof by reference to the same in
the same manner as if all the provisions thereof were copied herein in full.

      4. Conflict. In the event of a conflict between the terms of the Lease and
this Memorandum, the Lease prevails. Reference should be made to the Lease for a
more detailed description of all matters contained in this Memorandum.

      5. Notice.  This  Memorandum is intended for  recording  purposes only and
does not modify,  supersede,  diminish, add to or change all or any of the terms
of the Lease in any respect.

<PAGE>

      IN WITNESS  WHEREOF,  the parties have caused this Memorandum to be signed
as of the date first written above.

                            Landlord

                            FI PROPERTIES POOL I LP,
                            a Delaware limited partnership

                            By:      FI Properties Pool I Manager LLC,
                                     a Delaware limited liability company
                            Its:     General Partner

                            By:      FI Properties Acquisition LLC,
                                     a Delaware limited liability company
                            Its:     Sole Member

                            By:      FI Properties Holding LLC,
                                     a Delaware limited liability company
                            Its:     Sole Member

                            By:      Kojaian Ventures, L.L.C.,
                                     a Michigan limited liability company,
                            Its:     Sole Member

                            By:      Kojaian Ventures--MM, Inc.,
                                     a Michigan corporation
                            Its:     Manager


                            By:
                                     C. Michael Kojaian
                            Its:     President


                            Tenant

                            FIRST NATIONAL BANK OF CHESTER
                            COUNTY, a national banking association


                            By:
                            Name:
                            Title:

[Appropriate notary acknowledgments and exhibits to be added, and document to be
put in proper form for recording.]

<PAGE>

                                    Exhibit D

                            State Specific Provisions


1.   Waiver.  Except as otherwise specified in this Lease, to the maximum extent
permitted  by Law,  Tenant  expressly  waives the  benefits of all laws,  now or
hereafter in force, including,  without limitation,  demand for rent, demand for
possession, notice of forfeiture, notice of termination and any other demands or
notices  required by  applicable  Law, but  exempting  any  property  within the
Demised Premises or elsewhere from distraint,  levy or sale. In addition, Tenant
hereby expressly waives any right to assert a defense based on merger and agrees
that neither the  commencement  of any action or proceeding,  nor the settlement
thereof,  nor the entry of judgment  thereon  bars  Landlord  from  bringing any
subsequent  actions  or  proceedings  from  time to  time.  Furthermore,  Tenant
expressly  waives any and all rights  under the Landlord and Tenant Act of 1951,
68 P.S. 250.101, et seq., and all supplements and amendments thereto,  including
rights authorizing the sale of any goods distrained for Base Rent and Additional
Rent  at any  time  after  seven  (7)  days  from  said  distraint  without  any
appraisement  and  condemnation  thereof.  Tenant agrees that with regard to any
notice requirements of the said Landlord and Tenant Act said notice requirements
are waived, Tenant agreeing to substitute seven (7) days notice in all instances
unless a larger notice period is provided by this Lease.

 2.      Brokerage Clause.

                (a) Landlord  represents  that Landlord has dealt  directly with
and only with __________ (whose commission shall be paid by Landlord pursuant to
separate agreement), in connection with this Lease and Landlord hereby agrees to
defend,  indemnify and save  harmless  Tenant  against all claims,  liabilities,
losses,  damages,  costs and expenses (including  reasonable attorneys' fees and
other costs of defense) arising from Landlord's breach of this representation.

                (b) Tenant  represents  that Tenant has dealt  directly with and
only  with  __________________  (whose  commission  shall  be paid  by  Landlord
pursuant to separate  agreement),  in  connection  with this Lease and agrees to
defend,  indemnify and save harmless  Landlord against all claims,  liabilities,
losses,  damages,  costs and expenses (including  reasonable attorneys' fees and
other costs of defense) arising from Tenant's breach of this representation.

3.  Confession  of Judgment  Clause.  THE  FOLLOWING  TWO  PARAGRAPHS  SET FORTH
WARRANTS OF ATTORNEY FOR A  PROTHONOTARY,  CLERK OF COURT OR ATTORNEY TO CONFESS
JUDGMENT  AGAINST  TENANT.  IN  GRANTING  THESE  WARRANTS OF ATTORNEY TO CONFESS
JUDGMENT   AGAINST  TENANT,   TENANT  HEREBY   KNOWINGLY,   INTENTIONALLY,   AND
VOLUNTARILY,   AND  ON  THE   ADVICE  OF  THE   SEPARATE   COUNSEL   OF  TENANT,
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE
AND AN OPPORTUNITY  FOR HEARING UNDER THE RESPECTIVE  CONSTITUTIONS  AND LAWS OF
THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

         TENANT  COVENANTS  AND AGREES  THAT IF THERE IS ANY EVENT OF DEFAULT OF
TENANT, THEN LANDLORD MAY, WITHOUT  LIMITATION,  CAUSE JUDGMENTS FOR MONEY TO BE
ENTERED  AGAINST  TENANT AND,  FOR THOSE  PURPOSES,  TENANT  HEREBY  IRREVOCABLY
AUTHORIZES AND EMPOWERS ANY PROTHONOTARY,  CLERK OF COURT, ATTORNEY OF ANY COURT
OF RECORD  AND/OR  LANDLORD (AS WELL AS SOMEONE  ACTING FOR LANDLORD) IN ANY AND
ALL ACTIONS COMMENCED  AGAINST TENANT FOR RECOVERY OF THE BASE RENT,

<PAGE>

ADDITIONAL  RENT AND/OR OTHER AMOUNTS TO BE PAID TO LANDLORD BY TENANT TO APPEAR
FOR TENANT,  AND ASSESS DAMAGES AND CONFESS OR OTHERWISE ENTER JUDGMENT  AGAINST
TENANT,  FOR ALL OR ANY PART OF THE BASE  RENT,  ADDITIONAL  RENT  AND/OR  OTHER
AMOUNT AMOUNTS TO BE PAID TO LANDLORD BY TENANT,  TOGETHER WITH INTEREST,  COSTS
AND AN  ATTORNEY'S  COMMISSION  OF TEN PERCENT  (10%) OF THE FULL AMOUNT OF SUCH
BASE RENT,  ADDITIONAL  RENT,  AMOUNTS AND SUMS, BUT NOT LESS THAN FIVE THOUSAND
AND 00/100  DOLLARS  ($5,000.00),  AND  THEREUPON  WRITS OF EXECUTION AS WELL AS
ATTACHMENT MAY FORTHWITH ISSUE AND BE SERVED,  WITHOUT ANY PRIOR NOTICE, WRIT OR
PROCEEDING  WHATSOEVER.  THE WARRANT OF  ATTORNEY  HEREIN  GRANTED  SHALL NOT BE
EXHAUSTED  BY ONE OR  MORE  EXERCISES  THEREOF  AND  SUCCESSIVE  ACTIONS  MAY BE
COMMENCED AND SUCCESSIVE JUDGMENTS MAY BE CONFESSED OR OTHERWISE ENTERED AGAINST
TENANT  FROM  TIME TO TIME AS  OFTEN AS ANY OF THE BASE  RENT,  ADDITIONAL  RENT
AND/OR OTHER AMOUNTS AND SUMS SHALL BE DUE OR BE IN ARREARS, AND THIS WARRANT OF
ATTORNEY MAY BE EXERCISED AFTER THE TERMINATION OR EXPIRATION OF THE TERM AND/OR
DURING OR AFTER ANY EXTENSIONS OF THE TERM OR RENEWALS OF THIS LEASE.

         TENANT  COVENANTS  AND AGREES  THAT IF THERE IS ANY EVENT OF DEFAULT OF
TENANT OR THIS LEASE IS  TERMINATED  OR THE TERM OR ANY  EXTENSIONS  OR RENEWALS
THEREOF IS TERMINATED OR EXPIRES,  THEN LANDLORD MAY, WITHOUT LIMITATION,  CAUSE
JUDGMENTS  IN EJECTMENT  FOR  POSSESSION  OF THE DEMISED  PREMISES TO BE ENTERED
AGAINST TENANT AND, FOR THOSE PURPOSES, TENANT HEREBY IRREVOCABLY AUTHORIZES AND
EMPOWERS  ANY  PROTHONOTARY,  CLERK OF  COURT,  ATTORNEY  OF ANY COURT OF RECORD
AND/OR  LANDLORD (AS WELL AS SOMEONE ACTING FOR LANDLORD) IN ANY AND ALL ACTIONS
COMMENCED  FOR  RECOVERY OF  POSSESSION  OF THE  DEMISED  PREMISES TO APPEAR FOR
TENANT AND CONFESS OR OTHERWISE  ENTER  JUDGMENT IN EJECTMENT FOR  POSSESSION OF
THE  DEMISED  PREMISES  AGAINST  TENANT AND ALL  PERSONS  CLAIMING  DIRECTLY  OR
INDIRECTLY BY,  THROUGH OR UNDER TENANT,  AND THEREUPON A WRIT OF POSSESSION MAY
FORTHWITH  ISSUE AND BE SERVED,  WITHOUT ANY PRIOR  NOTICE,  WRIT OR  PROCEEDING
WHATSOEVER.  IF, FOR ANY REASON AFTER THE FOREGOING ACTION OR ACTIONS SHALL HAVE
BEEN COMMENCED,  IT SHALL BE DETERMINED THAT POSSESSION OF THE DEMISED  PREMISES
SHOULD  REMAIN IN OR BE  RESTORED  TO TENANT,  LANDLORD  SHALL HAVE THE RIGHT TO
COMMENCE  ONE OR MORE  FURTHER  ACTIONS  AS HEREIN  BEFORE  SET FORTH TO RECOVER
POSSESSION OF THE DEMISED PREMISES INCLUDING, WITHOUT LIMITATION,  APPEARING FOR
TENANT AND  CONFESSING  OR OTHERWISE  ENTERING  JUDGMENT FOR  POSSESSION  OF THE
DEMISED PREMISES AS HEREIN BEFORE SET FORTH.

<PAGE>

         THE  UNDERSIGNED  TENANT  ACKNOWLEDGES  THAT IT FULLY  UNDERSTANDS  THE
CONFESSIONS  OF JUDGMENT  CONTAINED IN THE PRECEDING TWO  PARAGRAPHS  HEREOF AND
THAT THE LANDLORD-TENANT RELATIONSHIP CREATED HEREBY IS COMMERCIAL IN NATURE AND
THAT THE  UNDERSIGNED  WAIVES ANY RIGHT TO A HEARING WHICH WOULD  OTHERWISE BE A
CONDITION TO LANDLORD'S  OBTAINING THE JUDGMENTS  AUTHORIZED BY THE PREVIOUS TWO
PARAGRAPHS.

FIRST NATIONAL BANK OF CHESTER COUNTY, as Tenant


By:      /s/ John Balzarini
         -----------------------
Name:    John Balzarini
         -----------------------
Title:   Chief Financial Officer
         -----------------------
Date: