LEASE AGREEMENT

               LANDLORD:         B. K. CAMPBELL, INC.

               TENANT:           FIRST NATIONAL BANK OF CHESTER COUNTY

               SHOPPING CENTER:  Name to be determined


ARTICLE I:  GRANT AND BASIC TERMS
               1.00     Basic Terms and Definitions
               1.01     Grant of Leasehold
               1.02     Commencement of Lease
               1.03     Use of Common Areas
               1.04     Commencement of Minimum Rent and Additional Rent
               1.05     Lease Term
               1.06     Condition of Leased Premises
               1.07     Tenant's Work
               1.08     Shopping Center Provisions
               1.09     Option To Renew

ARTICLE II:  RENT
               2.01     Minimum Rent
               2.02     Percentage Rent
               2.03     Gross Receipts Defined
               2.04     Tenant's Records
               2.05     Audit
               2.06     Taxes and Insurance
               2.07     Interest on Delinquent Rent
               2.08     Late Fee
               2.09     Returned Checks

ARTICLE III:   CONDITION OF LEASED PREMISES
               3.01     Landlord's Obligations

ARTICLE IV:  CONDUCT OF BUSINESS
               4.01     Use of Leased Premises
               4.02     Operation of Business

ARTICLE V:  COMMON AREAS
               5.01     Control of Common Areas by Landlord
               5.02     Common Area Maintenance Contribution
               5.03     Definitions

ARTICLE VI:  ALTERATIONS, LIENS AND SIGNS
               6.01     Alterations
               6.02     Tenant Shall Discharge All Liens
               6.03     Signs, Awnings and Canopies

ARTICLE VII:  MAINTENANCE OF LEASED PREMISES, SURRENDER AND RULES
               7.01     Maintenance, Repair, and Replacement by Tenant
               7.02     Maintenance by Landlord
               7.03     Surrender of Leased Premises
               7.04     Rules and Regulations

ARTICLE VIII:  INSURANCE AND INDEMNITY
               8.01     Casualty Insurance
               8.02     Waiver of Subrogation
               8.03     Increase in Fire Insurance Premiums
               8.04     Liability Insurance
               8.05     Indemnification of Landlord
               8.06     Plate Glass Insurance
               8.07     Liquor Liability Insurance
               8.08     Insurance Policy

ARTICLE IX:  UTILITIES
               9.01     Utility Charges

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ARTICLE X:  PRIORITY OF LEASE
               10.01    Subordination
               10.02    Notice to Landlord of Default
               10.03    Estoppel Certificate
               10.04    Attornment

ARTICLE XI:  ASSIGNMENT AND SUBLETTING
               11.01    Consent Required

ARTICLE XII:   WASTE, GOVERNMENTAL AND INSURANCE REQUIREMENTS,
               AND HAZARDOUS SUBSTANCES
               12.01    Waste or Nuisance
               12.02    Governmental and Insurance Requirements
               12.03    Hazardous Substances

ARTICLE XIII:  PROMOTION FUND

ARTICLE XIV:  DESTRUCTION OF LEASED PREMISES
               14.01    Partial Destruction
               14.02    Substantial Destruction
               14.03    Destruction of Shopping Center

ARTICLE XV:  EMINENT DOMAIN
               15.01    Condemnation

ARTICLE XVI:  DEFAULT OF TENANT
               16.01    Tenant's Default
               16.02    Remedies
               16.03    Further Remedies of Landlord
               16.04    Legal Expenses
               16.05    Failure to Pay; Interest

ARTICLE XVII:  ACCESS BY LANDLORD
               17.01    Right of Entry

ARTICLE XVIII:  TENANT'S PROPERTY
               18.01    Taxes on Leasehold
               18.02    Loss and Damage
               18.03    Notice by Tenant

ARTICLE XIX: HOLDING OVER; SUCCESSORS
               19.01    Holding Over
               19.02    Successors and Assigns

ARTICLE XX:  QUIET ENJOYMENT
               20.01    Landlord's Covenant

ARTICLE XXI:  MISCELLANEOUS
               21.01    Waiver
               21.02    Accord and Satisfaction
               21.03    No Partnership
               21.04    Force Majeure
               21.05    Landlord's Liability
               21.06    Notices and Payments
               21.07    Financial Statements
               21.08    Captions and Section Numbers
               21.09    Definitions
               21.10    Partial Invalidity
               21.11    Recording
               21.12    Entire Agreement
               21.13    Jury Trial; Claims; Survival
               21.14    Applicable Law
               21.15    Consents and Approvals
               21.16    Authority
               21.17    Interpretation
               21.18    Brokers

ARTICLE XXII:  SECURITY AND RENT DEPOSITS
               22.01    Amount of Security Deposit
               22.02    Use and Return of Security Deposit
               22.03    Rent Deposit

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<PAGE>


ARTICLE XXIII: TENANT AND COVENANTS; EASEMENTS
               23.01    Tenant Covenants
               23.02    Easements


EXHIBITS
        Leased Area and Development Plan for Shopping Center.........Exhibit A
        Tenant's Construction Agreement..............................Exhibit B
        Disclosure For Confession of Judgment........................Exhibit C
        Estoppel Certificate.........................................Exhibit D

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<PAGE>




                                 LEASE AGREEMENT


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


                        ARTICLE I: GRANT AND BASIC TERMS
                         --------- ---------------------


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

     (a) Date of Lease: March 28, 2005

     (b) "Landlord":  B. K. Campbell,  Inc.
          Address:    402 Bayard Road,
                      Kennett Square, PA 19348
                      Attn: Brian Campbell, 610-444-7600

     (c) "Tenant": First National Bank of Chester County Branch
         Address: 275 Limestone Road, Oxford, PA 19363
         Billing and Notices Address: 202 Carter Drive, West Chester, PA 19382
                                      Attn:  Carlos Questell
         Owners/Corporate Phone Number:
         Tax I.D. Number:  23-1209886

     (d) "Shopping Center":
          Address:

     (e) Tenant's "Leased Premises": Bank Branch site highlighted and identified
         on Exhibit "A."

         The Gross Leasable Area of the Leased  Premises shall be measured from
         the  center of all  interior  demising  walls and the  outside  of all
         exterior walls.

     (f) Rental Term: 10 years,  subject to adjustment  pursuant to Section 1.05
         and subject to validly exercised Renewal Term(s).

     (g)  Construction   Commencement   Date:  subject  to  Section  1.06  Lease
          Commencement Date: subject to Sections 1.02 and 1.05
          Lease Expiration  Date:   subject  to  Sections  1.02  and  1.05
          Rent Commencement Date: subject to Section 1.04

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

     (h)  Minimum Rent:  (see Section 2.01) Due 1st day of each month:  See Rent
          Schedule attached as APPENDIX 1.

     (i)  Option(s) to Renew:  One ten (10) year period  ("First  Renewal Term")
          and one nine (9) year period ("Second  Renewal  Term"),  with 180 days
          notice (see Section 1.09)

          Minimum Annual Rent - Due 1st day of each month:

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

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

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

     (m)  Security Deposit: n/a (see Section 22.01)

     (n)  Rent Deposit: n/a (see Section 22.03)

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



Check to be made payable to:

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

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<PAGE>

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

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

     (s)  Condition of Leased  Premises  (See Section  1.06):  Upon  substantial
          completion of Landlord's  Work described on Exhibit "B," Property will
          be delivered to Tenant in a clean, broom-swept condition.

     1.01 Grant of Leasehold.  Landlord hereby demises and leases to Tenant, and
          ------------------
Tenant rents from Landlord,  the Leased  Premises and building to be constructed
thereon (the "Building") as depicted on Landlord's proposed Development Plan for
the Shopping Center,  Exhibit "A," subject to all of the terms and conditions of
this Lease.

     1.02  Commencement of Lease. The Lease Term shall commence on the date that
           ---------------------
Landlord   substantially   completes   Landlord's   Work   (hereinafter   "Lease
Commencement  Date").  As used in this Lease,  the terms (i)  "Landlord's  Work"
shall mean the  exterior  construction  of the Building  and all  utilities  and
internal  systems as contemplated by Landlord's  Final Land Development Plan for
the Leased Premises and Building  attached to this Lease as Exhibit "A" and (ii)
"substantially  complete" and "substantial  completion" shall mean the date that
the  Landlord's  Work has  been  completed  in  compliance  with all  applicable
Township  regulations,  ordinances,  and laws, with the exception of minor items
which can be completed  without  material  interference  of the  installation of
fixtures or improvements for Tenant's business. Upon substantial completion, the
parties shall sign a memorandum  or similar  letter that  establishes  the Lease
Commencement  Date,  Rent  Commencement  Date,  and  expiration  of the Term and
Renewal Periods.

     1.03 Use of Common  Areas.  The use and  occupation by Tenant of the Leased
          -------------  -----
Premises shall include the use, in common with others entitled  thereto,  of the
Common Areas,  employees'  parking  areas,  service roads,  loading  facilities,
sidewalks and customer car parking areas of the Shopping Center,  and such other
facilities as may be designated from time to time by Landlord, subject, however,
to the terms and  conditions  of this  Lease.  Landlord  may  designate  certain
portions  of the  parking  areas  as  reserved  for use of  certain  tenants  or
customers of certain tenants.  All parking rights are also subject to ordinances
of the  Municipality,  County, or State in which the Shopping Center is located.
Landlord  shall not permit any  construction,  plantings,  or truck or  delivery
parking  within  the  cross-hatched  areas on  Exhibit  "A" that will  impede or
obstruct  any site lines or vehicles  or  pedestrian  vision of the  Building or
Tenant's approved signage.

     1.04 Commencement of Minimum Rent and Additional Rent.  Tenant's obligation
to pay Minimum  Rent shall  commence on the date which is thirty (30) days after
the Lease Commencement Date (hereinafter the "Rent Commencement Date"). Tenant's
obligation to pay Additional  Rent shall also commence on the Rent  Commencement
Date.

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

     1.06 Condition of Leased Premises.  Landlord agrees at its cost and expense
          ----------------------------
to complete  Landlord's Work and to deliver possession of the Leased Premises to
Tenant in a substantially completed condition (as defined in Section 1.02) on or
before six (6) months from the date of issuance of a building permit  applicable
to the Leased Premises. For each day beyond the six-month period that the Leased
Premises  is not  substantially  complete,  Landlord  shall  pay to  Tenant,  as
liquidated  damages  (representing  an  estimate  of  Tenant's  loss of business
opportunity),  the sum of One Thousand Seven Hundred Dollars  ($1,700.00)  which
may, at Tenant's option,  be either demanded by Tenant in cash or offset against
future  installments of Minimum Rent.  Landlord  further agrees and covenants to
use its best efforts to obtain a building  permit by April 30, 2005,  but Tenant
acknowledges that there shall be no penalty for Landlord's failure to obtain the
permit as long as Landlord  uses,  and  continues  to use,  its best  efforts to
obtain  the  permit.  If  Landlord's  Work is  delayed  or  hindered  by strike,
casualty, fire, injunction,  inability to secure materials, or restraint of law,
unusual  action of the  elements,  or any other  cause  beyond  the  control  of
Landlord,  then the said period  shall be extended to the extent of such delays.
Landlord shall furthermore make all commercially  reasonable efforts to complete
the Shopping  Center  within  eighteen  (18) months from the date that  adequate
public sewage  capacity is available for the Shopping  Center.  If Landlord does
not complete the Shopping Center pursuant to the Land  Development Plan attached
as Exhibit "A" and make its pad sites available for leasing within such 18-month
period,  Tenant shall receive an abatement of  twenty-five  percent (25%) of the
Minimum  Rent  until such time as the  Shopping  Center is  complete  and Tenant
spaces are available for leasing. Landlord warrants that the Leased Premises and
Building,  including the HVAC system,  plumbing, hot water heater and electrical
systems on the Leased Premises will be in compliance with all building codes and
for a period of one (1) year  after  the Rent  Commencement  Date:  (i) all such
systems  will be in good  working  order  and (ii) that the roof will be free of
leaks.

     1.07 Tenant's Work. Other than Landlord's Work, Tenant shall make all other
          -------------
necessary  improvements to the Leased Premises and Building to operate  Tenant's
business  ("Tenant's  Work").  Tenant's  Work shall  comply with all  applicable


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<PAGE>

statutes, ordinances,  regulations, and codes and shall strictly comply with the
requirements of Article VI hereof. Tenant may not puncture the roof or interfere
with the sprinkler  system without  specific  written  permission from Landlord.
Tenant prior to the Lease  Commencement  Date,  shall with the prior  consent of
Landlord  (which  consent  may  be  withheld  or  delayed  by  Landlord  due  to
requirements  of  Landlord's  Work),  be  permitted  to install its fixtures and
equipment  provided  it  first  delivers  to  Landlord  a copy of its  liability
insurance  certificate in accordance  with Section 8.04. Any work done by Tenant
prior to  completion  of the Leased  Premises  shall be performed in a manner as
will not  interfere  with the progress of the work by Landlord of  substantially
completing  construction of Landlord's Work and Landlord shall have no liability
or  responsibility  for loss of or any damage to  fixtures,  equipment  or other
property of Tenant so installed or placed on the Leased Premises.

     1.08 Shopping Center  Provisions.  Except as otherwise  provided herein, no
          ---------------------------
rights or remedies shall accrue to Tenant arising out of the failure of Landlord
to construct or lease any other parts of the Shopping Center or from any changes
in occupancy  by tenants in the  Shopping  Center.  It is  understood  that said
Exhibit "A" sets forth the general  layout of the Shopping  Center but shall not
be deemed as a warranty,  representation  or  agreement  on the part of Landlord
that the Shopping Center layout will be exactly as depicted on said Exhibit, and
Landlord  specifically  reserves  the right  from time to time and  without  the
consent of Tenant: (i) to change the number, size, height (including  additional
stories) or locations of the buildings or common areas in the Shopping Center as
Landlord  may deem  proper;  (ii) to change or modify  any means of  ingress  or
egress,  provided  that any change  that  affects  Tenant  shall be  approved in
advance by Tenant;  (iii)  construct  building(s)  and/or  kiosk(s) on or in the
common area; or (iv) to add additional land or buildings or both to the Shopping
Center.  The  Landlord  states  and Tenant  acknowledges  that from time to time
circumstances  may arise  under  which it would be  beneficial  to the  Shopping
Center to relocate one or more tenants  (other than Tenant)  within the Shopping
Center.

     1.09  Option To Renew.  Provided  Tenant is not in default of any  material
           ---------------
term,  condition or covenant  contained in this Lease beyond any applicable cure
period,  Tenant  shall have the option of renewing  this Lease for the First and
Second  Renewal Terms on the same terms and conditions as provided  herein.  The
option for the Second  Renewal  Term  shall only be capable of  exercise  in the
event that the option for the preceding Renewal Term has been validly exercised.

     Notice of the  exercise of such Option to Renew shall be given by Tenant to
Landlord  in  writing  no later  than one  hundred  eighty  (180)  days prior to
expiration of the Original Term or the previous Renewal Term.

                                ARTICLE II: RENT
                                 ---------- ----

     2.01 Minimum Rent.  Minimum Rent hereunder shall be as set forth in Section
          ------------
1.00(h) and shall be payable in monthly  installments  in  advance,  without set
off, on the first day of each and every month throughout the Lease Term from the
Rent  Commencement  Date  at the  office  of  Landlord  or at such  other  place
designated  by  Landlord,  without  any  prior  demand.  Minimum  Rent  for  any
fractional  month shall be prorated  and payable in advance.  The parties  agree
that  the  Minimum  Rent is  based on the cost to  Landlord  of  completing  and
financing the Landlor's  Work, and as such the Landlord shall disclose to Tenant
the total costs to Landlord  relating to the same.  For  purposes of this Lease,
the Gross  Leasable Area of the Leased  Premises  shall be deemed to be that set
forth in Section 1.00(e).

         2.02   Percentage Rent.  [Intentionally Omitted]

         2.03   Gross Receipts Defined.  [Intentionally Omitted]

         2.04   Tenant's Records.  [Intentionally Omitted]

         2.05   Audit.  [Intentionally Omitted]

         2.06 Taxes and  Insurance.  Tenant shall pay to Landlord as Additional
              --------------------
     Rent (i) its  proportionate  share of real estate taxes,  special taxes and
     assessments  and all  insurance  for the  Shopping  Center  (excluding  any
     tenants  separately  taxed or  charged  for  insurance  or  insurance  paid
     pursuant  to Section  5.03) and (ii) any  separate  or  special  assessment
     related to the Building.  Insurance  shall include all risk coverage,  fire
     insurance  for the full  replacement  value of the  improvements,  extended
     coverage and all other perils  coverage,  loss of rents coverage,  plus all
     endorsements  and  other  coverages  required  as the  result  of  Tenant's
     business  being  conducted on the Leased  Premises.  Landlord  shall notify
     Tenant of the amount of such  charges,  and Tenant shall pay Landlord  such
     amounts within fifteen (15) days from the date of notice to it by Landlord.
     Tenant's proportionate share is the fraction, the numerator of which is the
     Gross Leasable Area in the Leased  Premises and the denominator of which is
     the total Gross Leasable Area of the Shopping Center (excluding any tenants
     separately taxed or charged for insurance),  provided that if the taxes for
     the Shopping  Center are  increased  materially  because of  assessment  of
     Tenant's  improvements  at a higher rate than other tenants in the Shopping
     Center,  Tenant  agrees to pay any such excess taxes and  provided  further
     that Tenant shall be responsible for all additional fire insurance premiums
     as set forth in Section  8.03.  Landlord,  at Landlord's  option,  may bill
     Tenant on a monthly  basis  based on  one-twelfth  (1/12) of the  estimated
     annual amount for taxes and insurance as estimated by Landlord,  and Tenant
     shall pay said cost for tax and insurance with monthly  Minimum Rent on the
     first day of each month in advance.  The initial  estimate  shall be as set
     forth in Section 1.00(q).  In the event that Tenant's payments in such year
     exceed Tenant's  proportionate share of the actual tax and insurance costs,
     Tenant  shall be  credited  the  amount  of the  overpayment.  If  Tenant's

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<PAGE>

     proportionate  share of the  actual tax and  insurance  costs  exceeds  the
     payments  made in such year by Tenant,  Tenant shall pay the  difference to
     Landlord within thirty (30) days of receiving a detailed statement therefor
     from  Landlord  or Tenant  shall be in default  of the Lease.  In the event
     Tenant does not make said  payment  monthly,  Tenant shall be in default of
     this Lease.  Landlord,  at Landlord's  option,  may obtain separate taxable
     status  for  the  Leased  Premises,   and  in  such  event,   Tenant's  tax
     contribution shall be based thereon. Additionally, with respect to taxes:

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

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

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

     2.08 Late Fee. In the event that any monthly  payment of rent  provided for
          --------
in this Lease is  received  by  Landlord  on or after the sixth (6th) day of the
month, or any other charge provided for in this Lease shall become overdue for a
period in excess of five (5) days, Tenant shall pay to Landlord a late charge of
five ($.05) cents for each dollar  ($1.00)  overdue,  each month that it remains
overdue, to cover the extra expense involved in handling delinquent payments.

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

                    ARTICLE III: CONDITION OF LEASED PREMISES
                    ----------- ----------------------------

     3.01 Landlord's Obligations.  As of the time Tenant takes possession of the
          ----------------------
Leased Premises, Landlord, shall deliver the Leased Premises broom clean and the
air conditioning,  heating, plumbing,  electrical systems and equipment shall be
in good working  condition and in compliance with all building  codes.  Landlord
shall warrant proper operation of all systems installed by Landlord for a period
of  one  year  from  the  Lease  Commencement  Date  provided  Tenant  shall  be
responsible  for all repairs  due to improper  usage,  improper  maintenance  or
damage  caused by the acts or  omissions  of the Tenant,  its agents,  servants,
employees,  contractors,  and  invitees.  Landlord  shall provide  Tenant,  upon
written  request,  copies  of  all  extended  warranties  applicable  to  Leased
Premises.  Except as above, the respective obligations of Landlord and Tenant as
regards maintenance and repairs are governed by Article VII hereinafter.

                         ARTICLE IV: CONDUCT OF BUSINESS
                         ---------- -------------------

     4.01 Use of Leased  Premises.  Subject to an assignment or sublease that is
          -----------------------
approved by Landlord or otherwise  permitted by this Lease, Tenant shall use the
Leased Premises solely for the purpose set forth in Section 1.00(j).

     4.02  Operation of Business.  Tenant shall use its best efforts to open for
           ---------------------
business in  accordance  with  Section  4.01  within  ninety days (90) after the
completion  of Tenant's  work as  described in Tenant's  Construction  Agreement
attached  as part of Exhibit  "B" to this  Lease,  and shall  operate the Leased
Premises in good faith  during the Term hereof,  provided  that Tenant may cease
operation at its  discretion for a maximum  continuous  period not to exceed six
(6) months without being in default of this Lease.

                             ARTICLE V: COMMON AREAS
                             --------- ------------

     5.01 Control of Common  Areas by  Landlord.  The Common Areas as defined in
          -------------------------------------
this Lease shall at all times be subject to the exclusive control and management
of Landlord,  and Landlord  shall have the right from time to time to establish,
revoke,  modify and enforce reasonable rules and regulations with respect to all
or any part of said facilities.  Landlord shall also have the right to close all
or any portion of said areas or facilities to such extent as may, in the opinion
of Landlord's  counsel, be legally sufficient to prevent a dedication thereof or
the  accrual of any rights to any  person or the public  therein;  and to do and
perform such other acts in and to said areas and improvements, and/or revise and
develop the same, as Landlord  shall  determine to be advisable,  with a view to

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<PAGE>

the  improvement  of the  convenience  and use  thereof  by the  tenants  of the
Shopping  Center  and their  customers,  provided  proper  access to the  Leased
Premises is maintained.

     5.02 Common Area Maintenance Contribution. During each calendar year or any
          ------------------------------------
portion thereof during the lease term, Tenant will pay to Landlord as Additional
Rent,  subject to the  limitations  hereinafter  set forth,  a proportion of the
common area maintenance costs hereinafter  defined based upon the ratio that the
square feet of Gross  Leasable Area in Leased  Premises  leased to Tenant herein
bears to the total  square  feet of all of the Gross  Leasable  Area  leased and
available  for lease to all tenants in the Shopping  Center,  excluding  for any
item of costs the square  footage of Gross Leasable Area allocated to any tenant
responsible for directly paying such costs;  provided,  however,  if any item of
common area  maintenance  cost for the Shopping  Center is increased  materially
because of Tenant's  use,  Tenant shall  additionally  pay for such excess cost.
Tenant's  share of such costs shall be  estimated by Landlord on an annual basis
for each  calendar  twelve (12) month period  ending on December  31,  prorating
fractional years. The initial estimate shall be as set forth in Section 1.00(o).
Tenant shall pay such estimated charge in monthly  installments on the first day
of each month in advance,  and shall pay any excess  charge  within  thirty (30)
days of receiving a detailed statement therefor from Landlord or Tenant shall be
in default of the Lease. In the event that Tenant's payments in such year exceed
Tenant's proportionate share of the actual common area maintenance costs, Tenant
will be credited the amount of the overpayment.

     5.03  Definitions.   For  the  purpose  of  this  paragraph,  "Common  Area
           -----------
Maintenance  Costs"  means the total  costs and expense  incurred in  operating,
managing,  maintaining,   repairing,   relocating,   modifying,  renovating  and
replacing the Common Areas hereinafter defined, including without limitation the
costs of maintaining  flags,  banners,  retaining  walls,  fences,  bird houses,
bridges,  equipment  and fees  for the  operation  of loud  speakers  and  other
equipment  supplying  music to Common Areas,  detention  ponds,  fire  sprinkler
system,  utility lines and  resurfacing  or patching the parking areas and labor
associated  with line  painting,  sidewalks  and  curbs,  security  and  traffic
control,  security alarm systems, exterior building painting and repairs, public
liability and umbrella insurance, gardening, watering and landscaping, lighting,
maintenance  of  sanitary  control,  all costs for  utilities  to Common  Areas,
removal of snow (including removal of snow from roof and canopy), ice, drainage,
rubbish, and other refuse, repair or installation of equipment for energy-saving
or safety  purposes,  reserves  for future  maintenance  and repair  work (which
Tenant hereby  authorizes  Landlord to use as necessary),  any costs  associated
with any merchants' association for the Shopping Center,  Christmas and seasonal
decorations,  depreciation on equipment and machinery used in maintenance,  cost
of personnel required to provide such services,  including all wages,  workmen's
compensation  insurance,  employee  benefits,   unemployment  insurance,  social
security  insurance,  medical  insurance  and  all  other  taxes  and  costs  of
maintaining  such employees,  all costs and expenses  associated with Landlord's
obligation to repair and maintain the areas  described in the agreement (if any)
described  in Section  23.02  hereof,  and such other  items of cost and expense
which are relatable to proper  maintenance  of the Common Areas,  plus seven and
one-half   percent  (7-1/2%)  of  all  of  the  foregoing  costs  to  cover  the
administrative cost relative to the Common Areas.

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

                    ARTICLE VI: ALTERATIONS, LIENS AND SIGNS
                     ---------- ----------------------------

     6.01  Alterations.  The  requirements  of this  Section 6.01 shall apply to
           -----------
Tenant's  Work as  described  in Section  1.07 and any  alterations  thereafter.
Tenant shall not make or cause to be made any alterations,  including  additions
and  improvements,  to the Leased Premises or to any exterior  signs,  shades or
awnings that are  inconsistent  with the style and features  employed within the
Shopping  Center.  Any alterations  shall be made at Tenant's sole expense.  Any
roof  penetrations  necessitated  by Tenant's  use of Leased  Premises  shall be
performed  by  Landlord's  contractor  at Tenant's  expense only upon receipt of
Landlord's  written approval.  Tenant shall provide its own trash containers for
construction  debris;  use service  entrances  to the Leased  Premises,  if any;
conduct no core drillings  during business  hours;  and disrupt other tenants as
little as  possible.  Tenant  shall  secure  any and all  governmental  permits,
approvals or authorizations  required in connection with any such work and shall
hold Landlord  harmless from any and all  liability,  costs,  damages,  expenses
(including  attorney's  fees) and liens  resulting  therefrom.  All  alterations
(expressly   including  all  light  fixtures  and  floor   coverings,   heating,
ventilating,  air  conditioning,  plumbing,  lighting,  and electrical  systems,
except: trade fixtures,  trade appliances and trade equipment that do not become
a part of the  Leased  Premises),  shall  immediately  become  the  property  of
Landlord. Tenant shall utilize only licensed contractors or subcontractors.

     6.02 Tenant  Shall  Discharge  All Liens.  Tenant  shall  promptly  pay its
          -----------------------------------
contractors and materialmen for all work done and performed by Tenant,  so as to
prevent  the  assertion  or  imposition  of liens  upon or  against  the  Leased
Premises, and shall, upon request provide Landlord with lien waivers, and should
any such lien be asserted or filed,  Tenant shall bond against or discharge  the
same within ten (10) days after written request by Landlord. In the event Tenant
fails to remove or bond said lien  within said ten (10) days,  Landlord  may, at
its sole option,  elect to satisfy and remove the lien by paying the full amount
claimed or otherwise,  without  investigating the validity  thereof,  and Tenant
shall pay  Landlord  upon  demand the amount  paid out by  Landlord  in Tenant's

                                       8
<PAGE>

behalf, including Landlord's costs and expenses with interest or Tenant shall be
in  default  hereunder.  Landlord's  election  to  discharge  liens as  provided
hereunder  shall not be  construed  to be a waiver or cure of  Tenant's  default
hereunder.

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

        ARTICLE VII: MAINTENANCE OF LEASED PREMISES, SURRENDER AND RULES
         ----------- ---------------------------------------------------

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

     7.02  Maintenance  by  Landlord.  Subject  to  Articles  XIV  and  XV,  the
           -------------------------
structural  portions of the Leased  Premises,  the roof,  exterior walls and the
foundations,  shall  be  maintained  by  Landlord,  except  when  the  condition
requiring  such repairs  shall result from  Tenant's act or the fault of Tenant,
its officers,  agents,  customers or employees.  In the event  Landlord fails to
commence repairs it is obligated hereunder to make within thirty (30) days after
written  notice from Tenant  specifying the necessary  repairs,  Tenant may make
such repairs and bill the Landlord or offset against the Rent for the reasonable
costs of said repairs. Landlord shall repair, maintain and replace the sprinkler
system within the Leased Premises (if any) and Tenant shall pay the cost thereof
to  Landlord  upon  demand.  Such  costs  shall  include  but  not  limited  to:
inspections,  backflow tests, and routine  maintenance.  In addition,  if Tenant
makes any interior  alterations to the Leased Premises which require  additional
sprinkler heads or other adjustments,  Landlord shall have such adjustments made
and Tenant shall pay the cost thereof to Landlord upon demand.

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

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

          (k) The  Leased  Premises  shall  be open  for  business  at  Tenant's
     discretion,  provided  that Tenant  shall  generally  be open for  business
     during the hours of 10:00 a.m.  to 5:00 p.m.  Monday  through  Friday,  and
     Saturday,  as deemed appropriate by Tenant. Tenant shall not be required to
     be open for business on legal holidays or Sundays.

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

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

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

                                       10
<PAGE>

                      ARTICLE VIII: INSURANCE AND INDEMNITY
                      ------------ -----------------------

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

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

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

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

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

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

     8.07    Liquor     Liability     Insurance.     [Intentionally     Omitted]
             ----------------------------------

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

                              ARTICLE IX: UTILITIES
                              ---------- ---------

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

                          ARTICLE X: PRIORITY OF LEASE
                           --------- -----------------

     10.01 Subordination.  Landlord shall have the right to transfer,  mortgage,
           -------------
assign, pledge, and convey in whole or in part the Leased Premises, the Shopping
Center,  this Lease and all rights of Landlord  existing and to exist, and rents
and  amounts  payable to it under the  provisions  hereof;  and  nothing  herein
contained shall limit or restrict any such right, and the rights of Tenant under

                                       11
<PAGE>

this Lease shall be subject and subordinate to all  instruments  executed and to
be  executed in  connection  with the  exercise  of any such right of  Landlord,
including,  but not  limited  to,  the  lien of any  mortgage,  deed of trust or
security  agreement  now or  hereafter  placed upon the Leased  Premises and the
Shopping   Center   and  to   all   renewals,   modifications,   consolidations,
participations,  replacements  and  extensions  thereof  (provided that Landlord
shall obtain from any  mortgagee  or holder of a security  interest an agreement
that provides that  Tenant's  possession  will not be disturbed by such security
holder as long as Tenant is not in default of this  Lease).  Said  subordination
shall not require the agreement or consent of Tenant,  but Tenant  covenants and
agrees, if requested, to execute and deliver within fifteen (15) days of receipt
from Landlord such further  instruments  subordinating this Lease to the lien of
any such mortgage,  deed of trust or security agreement as shall be requested by
Landlord  and/or any  mortgage,  proposed  mortgagee  or holder of any  security
agreement,   and   Tenant   hereby   irrevocably   appoints   Landlord   as  its
attorney-in-fact  to execute and deliver any such instrument for and in the name
of Tenant.  Notwithstanding  anything set out in this Lease to the contrary,  in
the event the holder of any  mortgage or deed of trust elects to have this Lease
superior to its mortgage or deed of trust,  then,  upon Tenant being notified to
that effect by such encumbrance  holder, this Lease shall be deemed prior to the
lien of said  mortgage or deed of trust,  whether this Lease is adopted prior to
or subsequent to the date of said mortgage or deed of trust.

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

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

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

                      ARTICLE XI: ASSIGNMENT AND SUBLETTING
                      ---------- -------------------------

     11.01 Consent Required.  Tenant may assign or sublet all or any part of the
           ----------------
Leased  Premises upon receipt of consent from the  Landlord,  which consent will
not be  unreasonably  withheld,  delayed,  or conditioned  if Tenant's  proposed
assignee or  sublessee is in  Landlord's  reasonable  determination  at least as
creditworthy as Tenant, and the proposed use of the assignee or sublessee is not
materially different than Tenant's use. Otherwise,  Landlord may consent or deny
consent to a proposed  assignment of sublease at its discretion.  The Consent in
no event will be granted for any of the following  "Noxious Uses"  including but
not limited to non-retail  purposes or for any entertainment  purposes such as a
bowling alley, a movie theater, a flea market, a skating rink, a bar (except for

                                       12
<PAGE>

restaurants with liquor licenses that include bars) a nightclub,  a discotheque,
an amusement gallery or a poolroom or for an establishment selling or exhibiting
pornographic materials, a health club, a gas station, an automobile repair shop,
a sales office or showroom for automobiles,  an off-track betting establishment,
a bingo  parlor,  a furniture  store or a flea  market or House of Worship.  The
consent by Landlord to any  assignment  or  subletting  shall not  constitute  a
waiver  of the  necessity  for such  consent  in any  subsequent  assignment  or
subletting.  The foregoing  shall be construed to include a prohibition  against
any voluntary or  involuntary  assignment or subletting  arising by operation of
law.

     If Tenant can establish  that it has met the  conditions for approval of an
assignment  relating to use and  creditworthiness  described above, and Landlord
withholds its consent nonetheless, Tenant may, upon ten (10) days advance notice
to Landlord,  terminate this Lease and be released from all liability  hereunder
from and after the termination date.

     If an assignment is approved by Landlord and the  creditworthiness  and use
standards  described  above are met,  and if  otherwise  agreed by  Landlord  or
otherwise  provided herein,  Tenant may be fully released from performing any of
the terms,  covenants  and  conditions  hereof.  If Tenant is a  corporation  or
partnership,  any sale, transfer,  leveraged buyout or other disposition of more
than fifty percent (50%) of the corporate stock or more than fifty percent (50%)
of partnership  ownership,  or any reorganization or restructuring  shall not be
deemed an  assignment  or sublease  for which  approval  is required  unless the
transaction  results  in the net  worth of  Tenant  decreasing  by more than ten
percent  (10%).  If Tenant is not released from this Lease pursuant to the terms
of this  Paragraph,  it shall remain fully  liable for the  performance  of this
Lease as Tenant.

     Subject to Tenant's rights described in this Paragraph, Landlord shall have
the right to sell, convey, transfer or assign all or any part of its interest in
the real  Leased  Premises or Shopping  Center,  and Tenant  agrees to attorn to
Landlord's  purchaser or assignee.  All  covenants and  obligations  of Landlord
under this Lease shall cease upon the execution of such conveyance,  transfer or
assignment, but such covenants and obligations shall run with the land and shall
be  binding  upon the  subsequent  owner or  owners  thereof  or of this  Lease.
Landlord shall give Tenant notice of its intention to market the Leased Premises
and/or the  Shopping  Center for sale to a third  party,  and also five (5) days
advance  notice of its intention to accept an offer to sell any interest that it
has in the Leased  Premises or the Shopping  Center,  and the monetary terms and
conditions  of the offer.  Tenant shall  within the five (5) day period,  notify
Landlord if it elects to acquire the property  that is the subject of the offer.
Failure to respond to the  Landlord's  notice shall be deemed a rejection of the
offer.  If  Landlord  intends  to  accept  an  offer  but has not  given  Tenant
preliminary  notice of its intention to market the  property,  then the Tenant's
five day election  period shall be extended to twenty-five  (25) days. It is the
intention  of the parties  that the Tenant  shall have no less than  twenty-five
(25) days to evaluate  its  interest  in  acquiring  the Leased  Premises or the
Shopping Center.

     Nothing in this Section shall prohibit B. K. Campbell,  Inc. from conveying
all or any portion of the Shopping  Center or Leased Premises to Brian Campbell,
his  immediate  family  members,  successors,  or assigns  (or any trust for the
benefit of any of the foregoing) for valid estate  planning  purposes.  Any such
conveyance shall be under and subject to this Lease.

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

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

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

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

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

                                       13
<PAGE>

     Tenant hereby agrees it will indemnify,  defend,  save and hold harmless R.
J. Waters &  Associates,  Inc.,  and  Landlord  and their  officers,  directors,
shareholders,   employees,   agents,   partners,  and  their  respective  heirs,
successors and assigns  (collectively  "Indemnified  Parties") against and from,
and to reimburse the  Indemnified  Parties with respect to, any and all damages,
claims, liabilities, loss, costs and expense (including, without limitation, all
attorneys'  fees and expenses,  court costs,  administrative  costs and costs of
appeals),  incurred by or asserted against the Indemnified  Parties by reason of
or arising out of: (a) the breach of any representation or undertaking of Tenant
under this  Section  12.03 or (b) arising out of the  Treatment  of any Waste by
Tenant or any  licensee,  concessionaire,  manager or other party  occupying  or
using the Leased Premises,  or in or affecting the Leased  Premises.  All of the
terms,  covenants,  warranties  and  indemnifications  contained in this Section
12.03 shall survive the termination of this Lease.

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

     Landlord is given the right, but not the obligation, to inspect and monitor
the Leased  Premises and Tenant's use of the Leased Premises in order to confirm
Tenant's compliance with the terms of this Section 12.03 and the representations
set forth in this Section  12.03.  Landlord  may require that Tenant  deliver to
Landlord  concurrent  with  Tenant's  vacating  the  Leased  Premises  upon  the
expiration  of this  Lease,  or any earlier  vacation of the Leased  Premises by
Tenant,  at Tenant's  expense,  a  certified  statement  by  licensed  engineers
satisfactory  to  Landlord,  in form and  substance  satisfactory  to  Landlord,
stating that Tenant,  Tenant's Work and any alterations thereto and Tenant's use
of the Leased  Premises  complied and  conformed to all Laws which relate to the
Treatment of any Waste in or affecting the Leased Premises.

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

                          ARTICLE XIII: PROMOTION FUND
                           ------------ --------------

     13.01 [Intentionally Deleted]

                   ARTICLE XIV: DESTRUCTION OF LEASED PREMISES
                   ----------- ------------------------------

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

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

     14.03  Destruction of Shopping  Center.  The rights and  obligations of the
            -------------------------------
Landlord  and  the  Tenant  shall  not  be  affected  by a  partial  or a  total
destruction of the Shopping Center.

                           ARTICLE XV: EMINENT DOMAIN
                            ---------- --------------

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

                                       14
<PAGE>

                         ARTICLE XVI: DEFAULT OF TENANT
                          ----------- -----------------

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


          (a) failure of Landlord to have received from Tenant  payment in full,
     no  later  than the  fifth  (5th)  day of the  month,  any and all  monthly
     installments  of Minimum Rent and/or  Additional  Rent;  and/or  failure of
     Landlord to have  received  from Tenant  payment in full of any  Additional
     Rent, other charges and/or payment herein reserved,  included, or agreed to
     be  treated  or  collected  as rent  within  five (5) days after same shall
     become due; and/or failure of Landlord to have received  payment in full of
     any other charge,  expense,  or cost herein agreed to be paid by the Tenant
     within five (5) days after same shall become due; or

          (b) if Tenant  violates  or fails to perform or  otherwise  breaks any
     non-monetary   covenant  or  agreement  of  this  Lease  Agreement  or  the
     agreements incorporated herein by reference,  and such failure or violation
     is not cured  within ten (10) days after  written  notice from  Landlord to
     Tenant  of such  failure  or  violation,  or in the  case of a  failure  or
     violation which cannot be cured within said ten (10) day period, the Tenant
     has not commenced to cure such failure or violation within the ten (10) day
     period or has not diligently pursued the completion of such cure.

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

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

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

          (f) if Tenant or any agent of Tenant falsifies any report or statement
     (including  financial  statements) to be furnished to Landlord  pursuant to
     the terms of this Lease.  The  falsification  of any such document shall be
     deemed an  incurable  material  breach of this  Lease  and,  at  Landlord's
     option, constitute an immediate termination of Tenant's right to possession
     of the Leased Premises.

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

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

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

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

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

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

                                       15
<PAGE>

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

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

     16.03 Further Remedies of Landlord:  In any Event of Default,  as set forth
           ----------------------------
above,  the  Landlord,  or anyone  acting on  Landlord's  behalf,  at Landlord's
option:

          (a) May without notice and demand enter the Leased Premises,  breaking
     open locked  doors if necessary to effect  entrance,  without  liability to
     action for prosecution or damages for such entry or for the manner thereof,
     for the purpose of  restraining  or levying  and for any other  purpose and
     take possession of and sell all goods and chattels at auction, on three (3)
     days notice  served in person on the Tenant or left on the Leased  Premises
     and paid to said Landlord out of the proceeds.

          (b) May enter the  Leased  Premises  and  without  demand  proceed  by
     distress  and sale of the goods there  found to levy the rent and/or  other
     charges herein  payable as rent,  and all costs and officers'  commissions,
     including  watchmen's  wages and sums  chargeable to Landlord,  and further
     including  a sum equal to five  percent  (5%) of the  amount of the levy as
     commissions to the constable or other person making the levy, shall be paid
     by the Tenant and in such case all costs,  officer's  commissions and other
     charges shall  immediately  attach and become part of the claim of Landlord
     for rent, and any tender of rent without said costs, commission and charges
     made after the issue of a warrant of distress  shall not be  sufficient  to
     satisfy the claim of the Landlord.

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

               1. Confession of Judgment.
                  ----------------------
          TENANT COVENANTS AND AGREES THAT IF THERE IS AN EVENT OF DEFAULT, THEN
     LANDLORD MAY, WITHOUT  LIMITATION,  UPON TEN DAYS ADVANCE WRITTEN NOTICE TO
     TENANT,  CAUSE  JUDGMENTS FOR MONEY TO BE ENTERED  AGAINST  TENANT AND, FOR
     THOSE PURPOSES, TENANT HEREBY GRANTS THE FOLLOWING WARRANT OF ATTORNEY: (I)
     TENANT HEREBY IRREVOCABLY  AUTHORIZES AND EMPOWERS ANY PROTHONOTARY,  CLERK
     OF  COURT,  ATTORNEY  OF ANY COURT OF RECORD  AND/OR  LANDLORD  (AS WELL AS
     SOMEONE  ACTING FOR  LANDLORD)  IN ANY AND ALL  ACTIONS  COMMENCED  AGAINST
     TENANT FOR  RECOVERY OF THE MINIMUM RENT AND  ADDITIONAL  RENT AND/OR OTHER
     CHARGES,  PAYMENTS,  COSTS AND  EXPENSES IN THIS LEASE AGREED TO BE PAID BY
     TENANT OR TO LANDLORD TO APPEAR FOR TENANT,  AND ASSESS DAMAGES AND CONFESS
     OR OTHERWISE  ENTER  JUDGMENT  AGAINST  TENANT,  FOR ALL OR ANY PART OF THE
     MINIMUM RENT OR ADDITIONAL RENT AND/OR OTHER CHARGES,  PAYMENTS,  COSTS AND
     EXPENSES IN THIS LEASE AGREED TO BE PAID BY TENANT OR TO LANDLORD INCLUDING
     WITHOUT  LIMITATION,  AMOUNTS OF ACCELERATED  RENT UNDER SECTION  16.02(a),
     TOGETHER  WITH  INTEREST  AND  COSTS  AS  WELL AS A  REASONABLE  ATTORNEYS'
     COMMISSION  NOT TO  EXCEED  FIVE  PERCENT  (5%) OF THE FULL  AMOUNT OF SUCH
     MINIMUM RENT AND ADDITIONAL RENT, CHARGES,  PAYMENTS,  COSTS,  EXPENSES AND
     AMOUNTS,  AND  THEREUPON  WRITS  OF  EXECUTION  AS WELL AS  ATTACHMENT  MAY
     FORTHWITH ISSUE AND BE SERVED, WITHOUT ANY PRIOR NOTICE, WRIT OR PROCEEDING
     WHATSOEVER;  (II) THE  WARRANT  OF  ATTORNEY  HEREIN  GRANTED  SHALL NOT BE
     EXHAUSTED BY ONE OR MORE EXERCISES  THEREOF BUT  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  MINIMUM  RENT OR

                                       16
<PAGE>

     ADDITIONAL RENT INCLUDING,  WITHOUT LIMITATION,  ACCELERATED RENT, CHARGES,
     PAYMENTS,  COSTS, EXPENSES AND AMOUNTS SHALL FALL DUE, OR BE OR BECOME DUE,
     OR BE IN ARREARS,  AND THIS WARRANT OF ATTORNEY MAY BE EXERCISED  DURING AS
     WELL AS AFTER THE  TERMINATION  OR  EXPIRATION OF THE TERM AND/OR DURING OR
     AFTER THE RENEWAL TERM AND ANY OTHER  EXTENSIONS OF THE TERM OR RENEWALS TO
     THIS  LEASE;  AND (III) THE  PROVISIONS  OF  SECTION  16.03(c)  HEREOF  ARE
     INCORPORATED HEREIN BY THIS REFERENCE THERETO.

          2. TENANT COVENANTS AND AGREES THAT IF THERE IS AN EVENT OF DEFAULT OR
     THIS LEASE IS TERMINATED OR THE TERM,  INCLUDING,  WITHOUT LIMITATION,  THE
     RENEWAL TERM(S) OR ANY OTHER  EXTENSIONS OR RENEWALS  THEREOF IS TERMINATED
     OR EXPIRES,  THEN,  AND IN ADDITION TO THE RIGHTS AND REMEDIES SET FORTH IN
     SECTION 16.02, LANDLORD MAY, WITHOUT LIMITATION, UPON TEN (10) DAYS ADVANCE
     WRITTEN NOTICE TO TENANT, CAUSE JUDGMENT IN EJECTMENT FOR POSSESSION OF THE
     LEASED  PREMISES  TO BE ENTERED  AGAINST  TENANT AND,  FOR THOSE  PURPOSES,
     TENANT HEREBY GRANTS THE FOLLOWING  WARRANT OF ATTORNEY:  (I) TENANT HEREBY
     IRREVOCABLY  AUTHORIZES  AND  EMPOWERS  ANY  PROTHONOTARY,  CLERK OF COURT,
     ATTORNEY OF ANY COURT OF RECORD AND/OR LANDLORD (AS WELL AS SOME ONE ACTING
     FOR  LANDLORD) IN ANY AND ALL ACTIONS  COMMENCED FOR RECOVERY OF POSSESSION
     OF THE LEASED  PREMISES TO APPEAR FOR TENANT AND CONFESS OR OTHERWISE ENTER
     JUDGMENT IN EJECTMENT FOR POSSESSION OF THE LEASED PREMISES  AGAINST TENANT
     AND ALL PERSONS  ACTING,  HOLDING OR CLAIMING  DIRECTLY OR  INDIRECTLY  BY,
     THROUGH OR UNDER TENANT,  AND THEREUPON  WRITS OF POSSESSION  MAY FORTHWITH
     ISSUE  AND  BE  SERVED,  WITHOUT  ANY  PRIOR  NOTICE,  WRIT  OR  PROCEEDING
     WHATSOEVER;  (II) IF, FOR ANY REASON AFTER THE FOREGOING  ACTION OR ACTIONS
     SHALL HAVE BEEN  COMMENCED,  IT SHALL BE DETERMINED  THAT POSSESSION OF THE
     LEASED PREMISES  SHOULD REMAIN IN OR BE RESTORED TO TENANT,  LANDLORD SHALL
     HAVE THE RIGHT TO COMMENCE ONE OR MORE FURTHER ACTIONS AS HEREINBEFORE  SET
     FORTH TO RECOVER  POSSESSION  OF THE  LEASED  PREMISES  INCLUDING,  WITHOUT
     LIMITATION,  APPEARING  FOR TENANT AND  CONFESSING  OR  OTHERWISE  ENTERING
     JUDGMENT FOR POSSESSION OF THE LEASED PREMISES AS  HEREINBEFORE  SET FORTH;
     AND (III) THE  PROVISIONS  OF SECTION  16.03(c)3  HEREOF  ARE  INCORPORATED
     HEREBY BY THIS REFERENCE THERETO.

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

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

          (e) Remedies  Cumulative:  All of the remedies  hereinbefore  given to
     Landlord and all rights and remedies given to it by law and equity shall be
     cumulative and concurrent.  No determination of this Lease or the taking or
     recovering  of the Leased  Premises  shall  deprive  Landlord of any of his
     remedies  or actions  against  the Tenant for rent then due,  or rent which
     under the terms hereof, would in the future become due as if there has been

                                       17
<PAGE>

     no termination, or for any and all sums due at the time of which, under the
     terms  hereof,  would in the  future  become  due as if  there  had been no
     termination,  nor shall the  bringing  of any  action for rent or breach of
     covenant,  or the  resort  to any  other  remedy  herein  provided  for the
     recovery of rent be construed as a waiver of the right to obtain possession
     of the Leased Premises.

          (f)  Self-Help:   If  Tenant  shall  default  in  the  performance  or
     observance  of any  agreement  or  condition  in this  Lease  other than an
     obligation  to pay money,  and shall not cure such default  within ten (10)
     days after notice from Landlord  specifying  the default,  Landlord may, at
     its option,  without waiving any claim for damages for breach of agreement,
     at any time thereafter cure such default for the account of Tenant, and any
     amount paid or incurred  for the  account of Tenant,  and Tenant  agrees to
     reimburse Landlord therefor and save Landlord harmless therefrom;  provided
     that  Landlord  may  cure  any  such  default  as  aforesaid  prior  to the
     expiration of said waiting period but after notice to Tenant, if the curing
     of such default prior to the  expiration  of said waiting  period but after
     notice to Tenant,  is  reasonably  necessary  to protect the real estate or
     Landlord's  interest therein,  or to prevent injury or damage to persons or
     property.  If Tenant shall fail upon demand to  reimburse  Landlord for any
     amount paid for the account of Tenant hereunder, said amount shall be added
     to and become due as a part of the next payment of rent due thereunder.

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

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

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

                        ARTICLE XVII: ACCESS BY LANDLORD
                         ------------ ------------------

     17.01 Right of Entry. Landlord or Landlord's agents shall have the right to
           --------------
enter the Leased  Premises  at all  reasonable  times to examine the same and to
show it to purchasers  and to make such repairs,  alterations,  improvements  or
additions as Landlord may deem  necessary or  desirable,  and Landlord  shall be
allowed  to take all  material  into and upon the  Leased  Premises  that may be
required  therefor without the same  constituting an eviction of Tenant in whole
or in part.  During the six (6) months  prior to the  expiration  of the term of
this Lease or any renewals thereof,  Landlord may exhibit the Leased Premises to
prospective  tenants or purchasers and place upon the Leased  Premises the usual
signage for space rental. Nothing herein contained,  however, shall be deemed or
construed to impose upon Landlord any  obligation,  responsibility  or liability
whatsoever  for the care,  maintenance  or repair  of the  building  or any part
thereof, except as otherwise herein specifically provided.

                        ARTICLE XVIII: TENANT'S PROPERTY
                         ------------- -----------------

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

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

                                       18
<PAGE>

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

                      ARTICLE XIX: HOLDING OVER; SUCCESSORS
                      ----------- ------------------------

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

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

                           ARTICLE XX: QUIET ENJOYMENT
                           ---------- ----------------

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

                           ARTICLE XXI: MISCELLANEOUS
                            ----------- -------------

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

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

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

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

     21.05 Landlord's Liability. If Landlord shall fail to perform any covenant,
           --------------------
term or condition of this Lease upon Landlord's part to be performed, Tenant may
not  terminate  the Lease,  and Tenant's  sole  remedies  shall be money damages
(except as set forth in Section 21.16) and specific performance. If Tenant shall
recover a money judgment against Landlord, such judgment shall be satisfied only
out of the proceeds of sale  received  upon  execution of such judgment and levy
thereon against the right, title and interest of Landlord in the Shopping Center
as the same may then be  encumbered  and neither  Landlord  nor if Landlord be a
partnership, any of the partners comprising such partnership shall be liable for
any deficiency. It is understood that in no event shall Tenant have any right to
levy  execution  against any property of Landlord other than its interest in the
Shopping Center as hereinbefore  expressly provided. In the event of the sale or
other transfer of Landlord's right, title and interest in the Leased Premises or
the  Shopping  Center,  Landlord  shall  be  released  from  all  liability  and
obligations hereunder. The only warranties made by Landlord with respect to this
Lease and the Leased Premises are as expressly contained herein. Landlord hereby
expressly  and  unequivocally  disclaims  any and all  implied  warranties  with
respect to the Leased  Premises  and Tenant's  use of same,  including,  but not
limited to, the implied warranty of habitability.

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

                                       19
<PAGE>

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

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

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

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

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

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

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

     21.14  Applicable  Law.  This Lease and the rights and  obligations  of the
            ---------------
parties arising  hereunder shall be construed in accordance with the laws of the
State in which the Premises are located.

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

                                       20
<PAGE>


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

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

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


ARTICLE XXII: SECURITY AND RENT DEPOSITS
------------   --------------------------

     22.01    Amount    of    Security    Deposit.    [Intentionally    Omitted]
              -----------------------------------

     22.02  Use  and  Return  of  Security  Deposit.   [Intentionally   Omitted]
            ---------------------------------------

     22.03 Rent Deposit. [Intentionally Omitted]
           ------------
                 ARTICLE XXIII: TENANT AND COVENANTS; EASEMENTS
                  ------------- -------------------------------

     23.01 Tenant Covenants.  Notwithstanding anything to the contrary contained
           ----------------
herein, this Lease is subject to and made on the understanding that Landlord has
granted  and/or will grant certain  restrictions  and exclusive use covenants to
other tenants of the Shopping  Center  (herein the "Tenant  Covenants").  Tenant
acknowledges  that  Tenant's  use and/or  occupancy  of the Leased  Premises  in
violation of any current or future Tenant  Covenants  would subject  Landlord to
substantial  damages,  and as such, Tenant acknowledges and agrees that any such
violation  by Tenant of any such Tenant  Covenants  shall  constitute  a default
hereunder  entitling  Landlord  to  cancel  this  Lease or  enjoin  Tenant  from
violating  such Tenant  Covenants,  or exercise  any of the  remedies  stated in
Article XVI hereof and any other remedies  available under the law of the State.
Nothing  contained in this Section  23.01 shall be construed to permit Tenant to
expand the use restrictions set forth in Section 4.01 hereof.

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

     23.03  Easements.  The Shopping  Center is and/or may be encumbered  and/or
            ---------
benefited  from time to time by certain  easements,  development  and  operating
covenants, and similar agreements. Tenant agrees that it shall abide by any such
agreement,  including as any such  agreement may be amended from time to time in
Landlord's sole  discretion.  Landlord shall have the right to enter into and/or
terminate any such agreement in Landlord's sole discretion.

                                       21
<PAGE>



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

                                           LANDLORD:

                                           B. K. CAMPBELL, INC.


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

                                           Title: President



                                           TENANT:

                                           FIRST NATIONAL BANK OF CHESTER COUNTY



                                           By:    /s/ Benjamin Marsho
                                                  -------------------
                                                  T. Benjamin Marsho

                                           Title: Assistant Treasurer


                                       22
<PAGE>

                                   APPENDIX 1

                                  RENT SCHEDULE


                         Year   Minimum Annual Rent    Monthly Installment
                         ----   -------------------    -------------------

     Initial Term         1         $182,305                $15,192.08
                          2         $182,305                $15,192.08
                          3         $182,305                $15,192.08
                          4         $182,305                $15,192.08
                          5         $182,305                $15,192.08
                          6         $182,305                $15,192.08
                          7         $182,305                $15,192.08
                          8         $182,305                $15,192.08
                          9         $182,305                $15,192.08
                          10        $182,305                $15,192.08
 First Renewal Period     11        $245,002                $20,416.83
                          12        $252,352                $21,029.33
                          13        $259,922                $21,660.17
                          14        $267,720                $22,310.00
                          15        $275,751                $22,979.25
                          16        $284,024                $23,668.67
                          17        $292,545                $24,378.75
                          18        $301,321                $25,110.08
                          19        $310,361                $25,863.42
                          20        $319,671                $26,639.25
 Second Renewal Period    21        $329,262                $27,438.50
                          22        $339,140                $28,261.67
                          23        $349,314                $29,109.50
                          24        $359.793                $29,982.75
                          25        $370,587                $30,882.25
                          26        $381,705                $31,808.75
                          27        $393,156                $32,763.00
                          28        $404,950                $33,745.83
                          29        $417,099                $34,758.25

                                       23
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