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                                                                    Exhibit 4.10

CJM/11-26-97/01-26-98              MELF #95-9-242




                                 LOAN AGREEMENT
                                 --------------


     THIS LOAN AGREEMENT, MADE this 29th day of January, 1998, BY AND BETWEEN
RED BELL BREWING CO., a Pennsylvania corporation, with its principal offices at
3100 Jefferson Street, Philadelphia, Pennsylvania 19121 (the "Borrower") and
the COMMONWEALTH OF PENNSYLVANIA, acting by and through the DEPARTMENT OF
COMMUNITY AND ECONOMIC DEVELOPMENT, having an office at Room 433 Forum
Building, c/o Loans Office, Harrisburg, Pennsylvania 17120 (the "Department").

                                WITNESSETH THAT:

     WHEREAS, the Borrower has established an industrial development project on
a tract of land in Philadelphia County, Pennsylvania (the "Project"); and

     WHEREAS, in concert with the establishment of the Project, the Borrower
has purchased or intends to purchase certain machinery and equipment for use at
the Project as more fully described at Exhibit A and which is incorporated
herein by reference and made a part hereof (the "Equipment"); and

     WHEREAS, pursuant to the authority granted the Department by virtue of the
Machinery and Equipment Loan Fund ("MELF") Act, Act 120 of 1988, P.L. 1050 (the
"Act"), the Department has approved the Borrower's application for a loan not
to exceed the principal amount of $500,000 (the "Loan") to be used exclusively
to defray a part of the cost of purchasing the Equipment (the "Cost"); and

     WHEREAS, the Department is willing to make the Loan upon the terms and
subject to the conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises herein contained and intending to be legally bound hereby, covenant
and agree as follows:

     Section 1.     The Loan. Subject to the conditions set forth herein, the
Department agrees to make the Loan to the Borrower for the purpose of defraying
a portion the Cost of purchasing the equipment described in Exhibit A of the
Security Agreement (described herein).

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     Section 2.     THE NOTE. The Loan shall be evidenced by a note (the "Note")
of even date herewith given by the Borrower to the Department, the terms and
provisions of which are incorporated herein by reference thereto and made a part
hereof.

     Section 3.     SECURITY. Payment of the Note and satisfaction of all
obligations of the Borrower hereunder and under the Note shall be secured by:

          a.   THE SECURITY AGREEMENT. A security interest in the Equipment
     given by the Borrower to the Department under a security agreement of even
     date herewith (the "Security Agreement"), the terms and provisions of which
     are incorporated herein by reference thereto and made a part hereof. The
     Security Agreement shall be dated the date of the Note and shall create a
     first lien upon the Equipment.

          b.   GUARANTY. A Guaranty and Surety Agreement given by JAMES R. BELL
     to the Department (the "Guaranty").

          c.   MORTGAGE. A Mortgage given by the Borrower to the Department (the
     "Mortgage"), creating a junior lien on the real property located at 3100
     Jefferson Street, Philadelphia, Pennsylvania 19102-2126, containing 1.64
     acres more or less in Philadelphia County, Pennsylvania, subject to a first
     lien in favor of Pennsylvania Industrial Development Authority in the
     amount of $392,362 and a second lien in favor of CORESTATES BANK, N.A. (the
     "Bank"), securing certain indebtedness, including without limitation,
     bridge financing in the aggregate amount of $910,000 which bridge financing
     shall remain a second lien on the real property pending eventual settlement
     and disbursement of United States Small Business Administration 504 loans
     ("SBA Loans") in the aggregate amount of $910,000. Pursuant to a Mortgage
     Subordination Agreement of even date, the Bank agrees to subordinate the
     liens of its mortgages to the Mortgage to the extent the Bank's lien
     exceeds $910,000.

          d.   COLLATERAL MORTGAGE. A Collateral Mortgage given by JAMES R.
     BELL, a single person, to the Department, on the real property located at
     6490 Woodline Avenue, Philadelphia, Pennsylvania 19151, subject only to a
     lien in the maximum amount of $254,000 in favor of Main Line Federal Bank
     (the "Collateral Mortgage").

     Section 4.     PREPAYMENTS. Prepayments of the outstanding principal
amount of the Loan shall be as set forth in and governed by the terms of the
Note.

     Section 5.     REPRESENTATIONS AND WARRANTIES OF THE BORROWER. To induce
the Department to enter into this Agreement and to make the Loan, the Borrower
represents and warrants that:

          (a)  the Borrower is a corporation, duly organized and validly
     existing and in good standing under the laws of Commonwealth of
     Pennsylvania;

          (b)  the Borrower has all necessary corporate power and authority to
     purchase, own, mortgage encumber and sell Borrower's property and to carry
     on Borrower's business as now being conducted, and to carry out the
     transactions contemplated by this Agreement;

          (c)  the execution and delivery of this Agreement, consummation of the
     transactions herein contemplated and compliance with the terms and
     provisions hereof and of the Note and Security Agreement will not conflict
     with, or result in a breach of, any of the terms, conditions or provisions
     of the Articles of


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     Incorporation or By-Laws of the Borrower or of any agreement, indenture or
     other instrument to which the Borrower is a party or by which Borrower is
     bound or to which Borrower or Borrower's property is subject, or constitute
     a default thereunder, and will not result in the creation or imposition of
     any lien, charge or encumbrance of any nature whatsoever (except those
     created pursuant hereto) upon any of the property of the Borrower pursuant
     to the terms of any such agreement, indenture or other instrument;

          (d) the execution, delivery and performance of this Agreement, the
     performance of the transactions contemplated by the provisions hereof, and
     the execution, issuance and delivery of the Note and the Security Agreement
     in accordance with the provisions hereof have each been duly authorized by
     all necessary corporate action on the part of the Borrower;

          (e) this Agreement has been duly and validly executed and delivered by
     the Borrower and constitutes a valid and legally binding obligation of the
     Borrower, enforceable in accordance with the terms of this Agreement and
     the Note and Security Agreement, when executed and delivered in accordance
     with the terms thereof, will be valid and legally binding obligations of
     the Borrower, enforceable in accordance with the respective terms of each;

          (f) there is no material litigation or governmental proceeding pending
     or, to the knowledge of the Borrower or Borrower's officers, threatened
     against the Borrower other than that which has been previously disclosed to
     the Department in writing. If such litigation or proceeding exists,
     Borrower shall be set forth in an exhibit information regarding the amount
     of the claim, the forum in which the claim was filed, the date for the
     same, all of which shall be attached hereto and made a part hereof;

          (g) the Borrower has filed all required federal, state and local tax
     returns and has paid all taxes shown on such returns as such taxes have
     become due; and

          (h) no consent or approval to the execution and performance of this
     Agreement and the transactions contemplated hereby not already obtained is
     required to be obtained by the Borrower from any governmental body,
     authority, agency, court or other person or entity, public or private,
     other than the Department.

          All of the representations and warranties of the Borrower set forth
herein shall survive and continue until the Loan is paid in full and all of the
Borrower's obligations hereunder have been satisfied.

     Section 6. General Conditions of Lending. The obligation of the Department
to make the Loan hereunder is subject to the fulfillment of the following
conditions by the Borrower to the satisfaction of the Department:

          (a) concurrently with, or prior to, the disbursement of the Loan and
     dated the date of such disbursement, the Borrower shall have furnished to
     the Department in form and substance satisfactory to the Department's
     Counsel a favorable written opinion of Borrower's counsel, the provisions
     and representations of which are incorporated herein by reference thereto
     and made a part hereof;

          (b) there shall have been delivered to the Department a certificate
     executed by the Secretary of the Borrower, dated the date of the initial
     disbursement under the Loan, setting forth the corporate action taken by
     the Borrower in connection with the Loan and the authorization of the
     Borrower, or authorized representatives of the Borrower to execute, deliver
     and perform pursuant to the terms and conditions of this


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     Agreement, and the execution by the Borrower of the Note, the Security
     Agreement and all related documentation; such certificates shall include
     all excerpts from minutes of meetings of the Boards of Directors of the
     Borrower (and, where appropriate, from minutes of meetings of the
     shareholders of the Borrower), their By-Laws and Articles of Incorporation
     as the Department's counsel shall deem appropriate;

          (c)  all legal matters incident or related to the Loan shall be in
     form and substance satisfactory to counsel for the Department;

          (d)  the Note and the Security Agreement and related financing
     statements shall have been duly executed and delivered to the Department or
     delivered for recording, where appropriate;

          (e)  compliance with such other conditions as shall be required by the
     Department.

     Section 7.     Covenants of the Borrower. Until the Loan has been entirely
repaid and all of Borrower's obligations to the Department in connection
therewith and herewith have been satisfied, the Borrower hereby covenants that:

          (a)  the Borrower shall use the proceeds of the Loan solely for the
     purpose of defraying a portion of the Cost;

          (b)  the Borrower shall preserve Borrower's corporate existence,
     rights, privileges and franchises, and maintain Borrower's good standing as
     a corporation under the laws of Pennsylvania;

          (c)  the Borrower shall comply with all laws, regulations and orders
     of any court or governmental body having jurisdiction over the Project;

          (d)  the Borrower shall, upon request by the Department, provide
     financial information and other information concerning Borrower in form
     reasonably satisfactory to the Department, including at least the
     following:

               (i)  a certificate of an authorized officer of the Borrower
          setting forth the number of employees and their respective job
          classifications (skilled, semi-skilled and unskilled) employed during
          the previous year at the Project; and (ii) financial statements of the
          Borrower for its most recent fiscal year, including its balance sheet
          and income statement;

          (e)  the Borrower shall comply with all of the terms and conditions of
     this Agreement, the Note, and the Security Agreement;

          (f)  the Borrower shall not create any additional debt secured by the
     Equipment;

          (g)  the Borrower shall not discriminate against any employee or
     against any applicant for employment because of race, religion, color,
     national origin, sex or age (including, but not limited to, employment
     upgrading, demotion or transfer, recruitment or recruitment advertising,
     layoff or termination, rates of pay or other forms of compensation, and
     selection for training, including apprenticeship). The Borrower hereby
     accepts and agrees to be bound by the nondiscrimination provisions as set
     forth in Exhibit "B" attached hereto;

          (h)  the Borrower shall comply with the contractor integrity
     provisions as set froth in Exhibit "C" attached hereto;


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          (i)  the Borrower shall comply with the contractor responsibility
     provisions as set forth in Exhibit "D" attached hereto;

          (j)  the Borrower shall pay all the costs of filing and any other
     costs that may be incurred pursuant to the closing and administration of
     the Loan;

          (k)  the Borrower shall provide proper facilities at all times for
     inspection of the Equipment by the Department and its authorized
     representatives, and shall afford full and free access to the Project to
     such persons as may from time to time be designated by the Department;

          (l)  without the prior written consent of the Department, the Borrower
     shall not (i) change its name, merge, consolidate or divide the effect of
     which is materially to reduce tangible net assets or shareholders' equity
     of the Borrower, or (ii) sell, transfer, assign, lease or otherwise convey
     or dispose of all of any material part of its assets, except in the
     ordinary course of business;

          (m)  the Borrower shall comply with the Americans With Disabilities
     Act Provisions as set forth in Exhibit "E" attached hereto; and

          (n)  the Borrower shall be referred to as Contractor in Exhibits B, C,
     D and E.

     Section 8.     The following shall each constitute an event of default
hereunder (an "Event of Default"):

          (a)  Failure to pay any installment of principal or interest under the
     Note, when due, and such failure shall continue for a period of thirty (30)
     days;

          (b)  any representation or warranty made herein, in the application to
     the Department made by the Borrower in connection with the Loan, or in any
     certificate of financial or other statement furnished pursuant to the
     provisions hereof or as a part of such application, shall have been false
     or misleading in any material respect as of the time made or furnished;

          (c)  the Borrower shall (i) become insolvent, (ii) admit Borrower's
     inability to pay Borrower's debts as they come due, (iii) make an
     assignment to the benefit of Borrower's creditors, (iv) be adjudicated
     bankrupt or insolvent, (v) voluntarily initiate proceedings under any
     bankruptcy or reorganization law either now or hereafter in effect, (vi)
     become the subject of any involuntary proceedings under any bankruptcy or
     reorganization law either now or hereafter in effect that shall not have
     been discharged within sixty (60) days of the initiation thereof, or (vii)
     seek to take advantage of any moratorium law either now or hereafter in
     effect;

          (d)  a receiver, liquidator or trustee shall be appointed for the
     Borrower and shall not have been discharged within sixty (60) days;

          (e)  a default or an event of default under the Security Agreement,
     the Guaranty, the Mortgage, Collateral Mortgage or the Note, or any other
     instrument relating to the Loan shall occur or be continuing;

          (f)  the Borrower shall fail to perform any other covenant, condition
     or provision hereof and such failure shall not be remedied for a period of
     thirty (30) days after the giving of written notice thereof to the
     Borrower; or

          (g)  Borrower shall fail to create the number of employment
     opportunities or jobs specified in the Borrower's Application or Borrower
     shall otherwise fail to abide by the terms and obligations of the Loan


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     as set forth in the Loan Documents, the interest rate of the Loan shall, at
     the sole discretion of the Secretary, be increased to a fixed rate equal to
     two (2) percentage points greater than the current prime interest rate as
     defined in Section 5.10 (relating to "Penalty") of the MELF Statement of
     Policy, unless the penalty is waived by the Secretary because the failure
     of such compliance is due to circumstances beyond the control of the
     Borrower.

          Immediately and without further notice to the Borrower, upon the
occurrence of an Event of Default hereunder, the Department, or any subsequent
holder of the Note, may declare the Note and interest accrued thereon and all
liabilities of the Borrower thereunder to be immediately due and payable, and
the same shall thereupon become and be due and payable, without presentment,
demand, protest or notice of any kind to the Borrower, all of which are hereby
expressly and knowingly waived, and any funds remaining in the Escrow Account
shall be returned to the Department and applied towards repayment of the Loan.
In addition, upon the occurrence of an Event of Default hereunder other than the
non-payment of the Loan, the Department shall have the right to raise the rate
of interest on the Loan up to twelve and one-half percent (12-1/2%) per annum,
applied retroactively to the date of the first occurrence of the default until
such time as the default is cured.

     Section 9.     Miscellaneous.

          (a)  No delay or failure on the part of the Department in exercising
     any right, power or privilege hereunder shall affect such right, power or
     privilege; nor shall any single or partial exercise thereof or any
     abandonment, waiver, or discontinuance of steps to enforce such a right,
     power or privilege preclude any other or further exercise thereof, or the
     exercise of any other right, power or privilege. The rights and remedies of
     the Department hereunder are cumulative and concurrent and not exclusive of
     any rights or remedies which the Department might otherwise have. The
     Department shall have the right at all times to enforce the provisions of
     this Agreement, the Note, the Security Agreement, and all related
     documentation in strict accordance with the terms hereof and thereof,
     notwithstanding any conduct or custom on the part of the Department in
     refraining from so doing at any time or times. The failure of the
     Department at any time or times to enforce the Department's rights under
     such provisions, strictly in accordance with the same, shall not be
     construed as having created a custom in any way or manner contrary to
     specific provisions of this Agreement or any such documentation or as
     having in any way or manner modified or waived the same.

          (b)  Any permit, consent or approval of any kind or character on the
     part of the Department under this Agreement, and any waiver of any
     provision or condition of this Agreement, must be in writing and executed
     by the Department and shall be effective only to the extent specifically
     set forth in such writing.

          (c)  All covenants and agreements of the Borrower contained herein or
     made in writing in connection herewith shall survive and continue until the
     Loan is entirely paid and all of the Borrower's obligations hereunder have
     been entirely satisfied.

          (d)  This Agreement, the Commitment Letter dated          , the Note,
     and the Security Agreement and all other agreements delivered pursuant
     hereto shall be deemed to be contracts made under the laws of the
     Commonwealth of Pennsylvania and, for all purposes, shall be construed in
     accordance with the laws of such Commonwealth.


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<PAGE>   7
     (e)  This Agreement may be executed in as many counterparts as may be
deemed necessary and convenient and each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and the
same instrument.

     (f)  This Agreement, the Note, and the Security Agreement constitute the
entire agreement between the Department and the Borrower. Such instruments may
be modified only by a written instrument duly executed by the Department and
the Borrower.

     (g)  Any notices or consents required or permitted by this Agreement
shall be deemed sufficient if in writing and addressed to the Borrower or the
Department, as applicable, and shall be deemed to be delivered if delivered in
person or sent by certified or registered mail, postage prepaid, return receipt
requested, addressed to the Borrower or the Department, as applicable, at the
addresses set forth at the beginning of this Agreement. Notice shall be
effective on delivery if delivered in person or on the second business day
following mailing if mailed.

     (h)  The terms and provisions of this Agreement are severable. In the
event of the unenforceability or invalidity of any one or more of the terms,
covenants, conditions or provisions of this Agreement under federal, state or
other applicable law, such unenforceability or invalidity shall not render any
other term, covenant, condition or provision hereof unenforceable or invalid.

     (i)  This Agreement shall take effect as an instrument under seal.

     (j)  The Borrower, from time to time, shall execute such further
instruments as the Department may reasonably request to further confirm and
assure the interests and rights created or intended to be created in favor of
the Department hereunder or under the Security Agreement or the Note.

     (k)  This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Department and their respective successors and assigns, except
that the Borrower may not assign or transfer its rights hereunder without the
prior written consent of the Department.

     (l)  The parties do not intend the benefits of this Agreement to inure to
any third party. No portion of the Department's commitment to make the Loan
will, at any time, be subject to attachment or levy by any creditor of the
Borrower or by any contractor, subcontractor, materialman or supplier or any
creditor of any such contractor, subcontractor, materialman or supplier or any
creditor of any such contractor, subcontractor, materialman or supplier.
Notwithstanding anything contained herein or in the Note, the Security
Agreement, or any other document executed in connection with this transaction,
or any conduct or course of conduct by any of the parties hereto, before or
after signing this Agreement or any of the other aforesaid documents, this
Agreement shall not be construed as creating any rights, claims, or causes of
action against the Department, in favor of any contractor, subcontractor,
supplier of labor or materials, or any of their respective creditors, or any
other person or entity other than the Borrower.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.

WITNESS:                                    COMMONWEALTH OF PENNSYLVANIA, acting
                                            by and through the DEPARTMENT OF
                                            COMMUNITY AND ECONOMIC
                                            DEVELOPMENT



/s/                                         By /s/
-----------------------------------            ---------------------------------
                                               Deputy Secretary of Community
                                                  and Economic Development


(OFFICIAL SEAL)


ATTEST:                                     RED BELL BREWING CO.



/s/ James R. Bell                           By /s/ James R. Bell
------------------------------------           ---------------------------------
Secretary                                      President


(CORPORATE SEAL)

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                                  EXHIBIT "A"

                                   EQUIPMENT
                                ---------------

          See Exhibit "A" of Security Agreement for list of Equipment





























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                                  EXHIBIT "B"

                            NONDISCRIMINATION CLAUSE
                         ------------------------------

     During the term of this contract, the Borrower agree as follows:

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

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

     3.   the Borrower shall send each labor union or workers' representative
with which they have a collective bargaining agreement or other contract or
understanding, a notice advising said labor union on workers' representative of
their commitment to this nondiscrimination clause. Similar notice shall be sent
to every other source of recruitment regularly utilized by the Borrower.

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

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

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

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

     8.   the Borrower shall actively recruit minority subcontractors or
subcontractors with substantial minority representation among its employees.

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

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































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                                  EXHIBIT "C"

                        CONTRACTOR INTEGRITY PROVISIONS

     1.   Definitions.

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

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

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

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

     e.   Financial Interest means:

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

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

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

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

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

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

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

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<PAGE>   13
     6.   The Contractor, upon being informed that any violation of these
provisions has occurred or may occur, shall immediately notify the Commonwealth
in writing.

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

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

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


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                                  EXHIBIT "D"

                      CONTRACTOR RESPONSIBILITY PROVISIONS

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

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

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

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

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





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                                  EXHIBIT "E"

                   AMERICANS WITH DISABILITIES ACT PROVISIONS

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

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

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

       3.     "Contractor" means the individual or entity that has entered into
this Agreement with the Commonwealth.




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