EXHIBIT 10.77


                             SUBORDINATION AGREEMENT

                                                         Dated:  August 13, 1999

To:      First Union National Bank, as Agent ("Agent") for
         the Lenders and Issuing Bank named in the Loan
         Agreement defined below (collectively "Lenders")


         To induce the Lenders to establish  and continue a credit  facility for
making  loans and  extending  credit from time to time for the joint and several
benefit of Capital Associates,  Inc. and Capital Associates International,  Inc.
(collectively,  "Borrowers" and each a "Borrower") from time to time pursuant to
the terms of that certain Loan and Security Agreement among Borrowers,  Lenders,
Sureties (as defined in the Loan Agreement) and Agent,  dated as of November 26,
1997 (as has been and may  hereafter be amended,  supplemented  or replaced from
time to time, the "Loan  Agreement"),  the  undersigned  intending to be legally
bound, hereby agrees as follows:

         1.  The payment of any and all Officer Subordinated  Debt is  expressly
subordinated  to the  Senior  Debt to the  extent and in the manner set forth in
this  Subordination  Agreement.  The term "Officer  Subordinated Debt" means the
principal of and interest on all indebtedness,  liabilities,  and obligations of
Borrowers,  or  either  of them,  now  existing  or  hereafter  arising,  to the
undersigned pursuant to or in connection with the indebtedness of Borrowers,  or
either of them,  evidenced by that certain  Senior  Subordinated  Unsecured Note
dated  as of August 13, 1999 (as amended,  replaced and/or substituted from time
to time,  "Note"),  payable  to the  order of the  undersigned  in the  original
principal  amount  of  $175,000.00.  The term  "Senior  Debt"  means any and all
Obligations  (as defined in the Loan  Agreement)  of  Borrowers  to Agent and/or
Lenders under the Loan Agreement.

         2.  Until the Senior Debt is paid in full, Borrowers shall not pay, and
undersigned shall not accept, any payments of principal and interest  (including
prepayments) associated with Officer Subordinated Debt, except that payments may
be made on the Officer  Subordinated Debt before the Senior Debt is paid in full
(i) if the payments are made out of the  proceeds of any new  Subordinated  Debt
(as defined in the Loan Agreement) incurred by the Borrowers, or either of them,
in accordance  with the  provisions of the Loan Agreement or (ii) on a scheduled
payment date which is a date three years after the date hereof.

         3.  Any  payments on the  Officer  Subordinated  Debt  received  by the
undersigned,  other than as  permitted  in  paragraph 2 above,  shall be held in
trust for Lenders and the undersigned will forthwith turn over any such payments
in the form received,  properly  endorsed,  to Agent to be applied to the Senior
Debt as determined by Agent.

         4.  No  Borrower  shall  grant to the  undersigned and the  undersigned
shall  not take  any  lien on or  security  interest  in any of such  Borrower's
property,  now owned or hereafter  acquired or created,  without  Agent's  prior
written consent.


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<PAGE>



         5.  The undersigned agrees that it will not make any assertion or claim
in  any  action,  suit  or  proceeding  of any  nature  whatsoever  in  any  way
challenging the priority,  validity or  effectiveness  of the liens and security
interests  granted to Agent and/or Lenders under and in connection with the Loan
Agreement,  or  any  amendment,   extension,   replacement  thereof  or  related
agreement,  instrument or document  among Lenders  and/or Agent and Borrowers or
either of them.

         6.  The undersigned will not commence any action or proceeding  against
Borrowers,  or  any  of  them,  to  recover  all or  any  part  of  the  Officer
Subordinated Debt not paid when due and shall at no time join with any creditor,
in  bringing  any  proceeding   against  any  Borrower  under  any  liquidation,
conservatorship, bankruptcy, reorganization,  rearrangement, or other insolvency
law now or hereafter existing, unless and until the Senior Debt shall be paid in
full. Subject to the foregoing, the undersigned may accelerate the amount of the
Officer  Subordinated  Debt upon the occurrence of (i) the  acceleration  of the
Senior Debt; and (ii) the filing of a petition under the Bankruptcy  Code by any
Borrower.

         7.  In the  event  of  any  liquidation,  conservatorship,  bankruptcy,
reorganization,  rearrangement,  or other insolvency proceeding of Borrowers, or
any of them, the undersigned will at Agent's request file any claims,  proofs of
claim,  or other  instruments  of similar  character  necessary  to enforce  the
obligations of such Borrower(s) in respect of the Officer  Subordinated Debt and
will hold in trust for Lenders and pay over to Agent in the same form  received,
to be applied  on the Senior  Debt as  determined  by Agent,  any and all money,
dividends or other  assets  received in any such  proceedings  on account of the
Officer  Subordinated  Debt,  unless and until the Senior  Debt shall be paid in
full,   including  without  limitation  interest  owing  to  Lenders  after  the
commencement  of a  bankruptcy  proceeding  at the  rate  specified  in the Loan
Agreement,  whether  or not  such  interest  is an  allowable  claim in any such
proceeding. Agent may, as attorney-in-fact for the undersigned, take such action
on behalf of the undersigned and the undersigned  hereby appoints Agent (for the
benefit of Lenders) as attorney-in-fact  for the undersigned to demand, sue for,
collect, and receive any and all such money,  dividends or other assets and give
acquittance  therefore and to file any claim, proof of claim or other instrument
of similar  character and to take such other  proceedings  in Agent's name or in
the name of the undersigned, as Agent or Lenders may deem necessary or advisable
for the enforcement of this Agreement.  The undersigned will execute and deliver
to Agent  or  Lenders  such  other  and  further  powers  of  attorney  or other
instruments  as  either  reasonably  may  request  in  order to  accomplish  the
foregoing.

         8.  Lenders and/or Agent may at any time and from time to time, without
the consent of or notice to the undersigned, without incurring responsibility to
the  undersigned  and without  impairing or releasing any of Agent's or Lenders'
rights, or any of the obligations of the undersigned hereunder:


                                       -2-

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             (a)  Change the amount, manner, place or terms of payment or change
or extend the time of payment of or renew or alter the Senior Debt,  or any part
thereof,  or amend,  supplement or replace the Loan  Agreement  and/or any notes
executed  in  connection  therewith  in any  manner  or  enter  into  or  amend,
supplement or replace in any manner any other  agreement  relating to the Senior
Debt;

             (b)  Sell, exchange, release or otherwise deal with all or any part
of any  property  at any time  pledged  or  mortgaged  by any party to secure or
securing the Senior Debt or any part thereof;

             (c)  Release  anyone  liable  in  any  manner  for  the  payment or
collection of the Senior Debt;

             (d)  Exercise   or  refrain  from  exercising  any  rights  against
Borrowers or others (including the undersigned); and

             (e)  Apply  sums paid by any  party to the Senior Debt in any order
or manner as determined by Agent and Lender.

         9.  The  undersigned will  advise each future holder of all or any part
of  the  Officer  Subordinated  Debt  that  the  Officer  Subordinated  Debt  is
subordinated to the Senior Debt in the manner and to the extent provided herein.
The undersigned  represents that no part of the Officer Subordinated Debt or any
instrument  evidencing  the  same  has  been  transferred  or  assigned  and the
undersigned  will not  transfer  or assign,  except to Agent for the  benefit of
Lenders, any part of the Officer Subordinated Debt while any Senior Debt remains
outstanding,  unless such transfer or assignment  is made  expressly  subject to
this Agreement.  Upon Agent's  request,  the undersigned will in the case of any
Officer  Subordinated  Debt which is not evidenced by any  instrument  cause the
same to be evidenced by an  appropriate  instrument  or  instruments,  and place
thereon and on any and all instruments  evidencing the Officer Subordinated Debt
a legend in such form as Agent may determine to the effect that the indebtedness
evidenced  thereby is  subordinated  and subject to the prior payment in full of
all Senior Debt pursuant to this Subordination Agreement, as well as deliver all
such instruments to Agent.

         10. This Subordination  Agreement contains the entire agreement between
the parties regarding the subject matter hereof and may be amended, supplemented
or modified only by written instrument  executed by Agent, on behalf of Lenders,
and  the  undersigned.  This  Subordination  Agreement,  and  the  rights  shall
terminate upon  indefeasible  payment in full of all liabilities and obligations
owing from  Borrowers  to Agent and Lenders  and  termination  of the  Revolving
Credit under the Loan Agreement.


                                       -3-

<PAGE>



         11. The undersigned  represents and warrants that neither the execution
or delivery of this  Subordination  Agreement nor  fulfillment of nor compliance
with the terms and  provisions  hereof will conflict with, or result in a breach
of the terms,  conditions,  or  provisions  of or constitute a default under any
agreement or instrument  to which the  undersigned  or any of the  undersigned's
assets is now subject.

         12. Any notice of acceptance of this Subordination  Agreement is hereby
waived.

         13. This  Subordination  Agreement  may  be  assigned  by Agent  and/or
Lenders,  or any of them, in whole or in part in connection  with any assignment
or transfer of any portion of the Senior Debt.

         14. This Subordination Agreement shall be binding upon the undersigned,
and the undersigned's successors, representatives and assigns.

         15. Except as provided in paragraph 2 above,  each Borrower agrees that
it will not make any payment on any of the Officer  Subordinated  Debt,  or take
any other  action  in  contravention  of the  provisions  of this  Subordination
Agreement.

         16. This Subordination  Agreement shall in all respects be interpreted,
construed  and  governed  by  the  substantive   laws  of  the  Commonwealth  of
Pennsylvania.  The undersigned (i) submits to the  jurisdiction of the Courts of
the  Commonwealth  of  Pennsylvania  or the United States District Court for the
Eastern  District of Pennsylvania  for the purposes of resolving any controversy
relating  thereto  and (ii)  waives the right to a jury trial for the purpose of
resolving  any  controversy  hereunder or  enforcing or defending  any rights or
claim hereunder or in connection herewith, whether sounding in contract, tort or
otherwise.

                                     MCC FINANCIAL CORPORATION
                                     EXECUTIVE DEFERRED COMPENSATION
                                     PLAN, THE JAMES D. WALKER ACCOUNT

                                     By:  /s/James D. Walker
                                          -----------------------------
                                          James D. Walker

                                       -4-

<PAGE>


Consented and agreed to as of the date first above written:

Capital Associates, Inc.


By:  /s/David Sislowski
     ---------------------------------
     David Sislowski
     Title:  Vice President


Capital Associates International, Inc.

By:  /s/David Sislowski
     ---------------------------------
     David Sislowski
     Title:  Vice President


First Union National Bank, as Agent


By:  /s/Hugh Connelly
     ---------------------------------
     Hugh Connelly, Vice President


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