SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                              Form 8-K

                           CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                  Date of Report - May 16, 2005

                 UNION NATIONAL FINANCIAL CORPORATION
        (Exact name of registrant as specified in its charter)



    Pennsylvania                0-19214            23-2415179
---------------------------    -------------      -----------

State or other jurisdiction (Commission File     (IRS Employer
    of Incorporation)             Number)       Identification
                                                   Number)

   101 East Main Street, P.O. Box 567
         Mount Joy, Pennsylvania                        17552
---------------------------------------            --------------
(Address of principal executive offices)              (Zip Code)



 Registrant's telephone number including area code:
                       (717) 653-1441
                        --------------

                                N/A
-----------------------------------------------------------------
   (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01  Entry into a Material Definitive Agreement
           __________________________________________

           On May 16, 2005, Union National Community Bank, the
           wholly-owned banking subsidiary of Union National
           Financial Corporation, entered into a lease agreement
           with Lausch Lane Associates, LP for the lease of a
           three-story office building that is to be built at 570
           Lausch Lane in Manheim Township, PA.

           Union National Financial Corporation plans on
           relocating its headquarters to this location as well
           as the bank's commercial and business banking team.
           Union National plans on occupying one and a half
           floors of this building and will sublease the
           remaining one and a half floors of office space.  It
           is anticipated that this building will be ready for
           occupancy in early 2006 and payments under the lease
           agreement will begin when the building is ready for
           occupancy.  This lease will be classified as an
           operating lease and has an initial term of 15 years.
           Initial annual payments under this lease agreement
           will total $465,750 plus reimbursement to landlord of
           operating costs.  Partially offsetting these expenses
           will be any sublease payments received by Union
           National.  Union National Financial Corporation has
           guaranteed the obligations of Union National Community
           Bank under this lease.  The aforementioned lease
           agreement is attached as Exhibit 99.1 to this Current
           Report on Form 8-K.


Item 9.01  Financial Statements and Exhibits
           _________________________________

           (c)  Exhibits.

           Exhibit No.   Description
           ___________   ___________
           99.1          Office Lease between Lausch Lane
                         Associates, LP as Landlord and Union
                         National Community Bank as Tenant for
                         570 Lausch Lane Lancaster, PA 17601



<PAGE>

                          SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                             UNION NATIONAL FINANCIAL CORPORATION
                             (Registrant)


Dated: May 16, 2005          /s/Mark D. Gainer
                             ----------------------------------

                             Mark D. Gainer,
                             President & Chief Executive Officer
<PAGE>

                            EXHIBIT INDEX


Exhibit                                                   Page
_______                                                   ____

99.1      Office Lease between Lausch Lane Associates,     5
          LP as Landlord and Union National Community
          Bank as Tenant for 570 Lausch Lane Lancaster,
          PA 17601

<PAGE>
                          EXHIBIT 99.1

   Office Lease between Lausch Lane Associates, LP as Landlord
        and Union National Community Bank as Tenant for
              570 Lausch Lane Lancaster,PA 17601

<PAGE>

                           OFFICE LEASE

                              between


                     LAUSCH LANE ASSOCIATES, LP

                            as Landlord

                                and

                    UNION NATIONAL COMMUNITY BANK

                             as Tenant


                                for


                          570 Lausch Lane
                    Lancaster, Pennsylvania 17601

<PAGE>

                        TABLE OF CONTENTS


                                                          Page


1.   REFERENCE DATA.........................................1

2.   PREMISES...............................................2

3.   TERM...................................................2

4.   RENT...................................................2

5.   OPERATING COSTS........................................3

6.   LATE CHARGES...........................................6

7.   USE OF PREMISES........................................6

8.   COMMON AREAS...........................................6

9.   CONDITION OF PREMISES..................................7

10.  ALTERATIONS AND TRADE FIXTURES; REMOVAL................7

11.  MECHANICS' LIENS.......................................8

12.  BUILDING SERVICES......................................9

13.  CERTAIN RIGHTS RESERVED BY LANDLORD...................10

14.  ASSIGNMENT AND SUBLETTING.............................11

15.  ACCESS TO PREMISES....................................13

16.  REPAIRS...............................................14

17.  INDEMNIFICATION AND INSURANCE.........................14

18.  WAIVER OF CLAIMS......................................15

19.  QUIET ENJOYMENT.......................................16

<PAGE>
                        TABLE OF CONTENTS
                           (continued)


                                                          Page

20.  LIABILITY FOR INCREASED INSURANCE COSTS...............16

21.  CASUALTY DAMAGE.......................................16

22.  CONDEMNATION..........................................17

23.  SUBORDINATION.........................................18

24.  ESTOPPEL CERTIFICATE..................................18

25.  DEFAULT...............................................18

26.  REMEDIES..............................................19

27.  LANDLORD DEFAULT......................................22

28.  REQUIREMENT OF STRICT PERFORMANCE.....................22

29.  SURRENDER OF PREMISES; HOLDING OVER...................22

30.  COMPLIANCE WITH LAWS AND ORDINANCES...................23

31.  USE AND OCCUPANCY TAXES, SALES TAXES, AND OTHER TAXES.24

32.  WAIVER OF TRIAL BY JURY...............................24

33.  NOTICES...............................................25

34.  NOTICE TO LENDER......................................25

35.  REAL ESTATE BROKERS...................................25

36.  FORCE MAJEURE.........................................25

37.  LANDLORD'S OBLIGATIONS................................26

38.  LANDLORD'S LIABILITY..................................26

39.  LIABILITY OF TENANT...................................26

<PAGE>

                        TABLE OF CONTENTS
                            (continued)


                                                          Page

40.  FINANCIAL STATEMENTS..................................26

41.  SUCCESSORS............................................26

42.  GOVERNING LAW.........................................27

43.  SEVERABILITY..........................................27

44.  CAPTIONS..............................................27

45.  GENDER................................................27

46.  EXECUTION.............................................27

47.  ENTIRE AGREEMENT......................................27

48.  TENANT FINISH WORK....................................27

49.  OPTION TO RENEW.......................................29

50.  NAMING RIGHTS.........................................29

51.  ATM MACHINE...........................................29

52.  RIGHT OF FIRST OFFER..................................30

53.  EXHIBITS .............................................32

<PAGE>


                         OFFICE LEASE
                         ____________


     THIS LEASE is made this 16th day of May, 2005 by and between
                             ____
LAUSCH LANE ASSOCIATES, LP, a Pennsylvania limited partnership
("Landlord"), and UNION NATIONAL
  ________
COMMUNITY BANK, a National Banking Association ("Tenant").
                                                 ______

     1.     Reference Data.  As used in this Lease, the following
            ______________
terms shall have the indicated meanings and refer to the data set
forth in this Section:

Landlord's Address:         c/o Blackford Development
                            120 North Pointe Boulevard
                            Lancaster, Pennsylvania 17601

Tenant's Address:
     prior to the
      Commencement Date:    101 E. Main Street
                            Mount Joy, Pennsylvania 17552-0567

     after the
      Commencement Date:    570 Lausch Lane
                            Lancaster, Pennsylvania 17601

Building:                   570 Lausch Lane
                            Lancaster, Pennsylvania

Premises:                   The entire Builing, consisting of
                            three (3) complete floors, which both
                            parties stipulate to contain twenty-
                            seven thousand (27,000) square feet.

Land:                       The 2.038 acre tract of land on which
                            the Building is located, as further
                            described in Exhibit "A" attached
                            hereto.

Tenant's Percentage:        100%

Term:                       Fifteen (15) years (plus, if the
                            Commencement Date is not the first
                            calendar month, the balance of the
                            calandar month in which the
                            Commencement Date occurs).

Scheduled Commencement Date:The later of February 1, 2006 or the
                            date on which the Premises are ready
                            for Tenant's occupancy and Landlord
                            has received a certificate of
                            occupancy from the local
                            municipality.

<PAGE>

<TABLE>
<CAPTION>

Base Rent:
 Lease Year                 Annual Base Rent Monthly Installments
 __________                 ________________ ____________________
   <S>                             <C>               <C>
 1-5 (subject to Section 52)  $465,750.00        $38,812.50
 6-10                         $512,460.00        $42,705.00
 11-15                        $564,030.00        $47,002.50

 First Renewal Term           $620,730.00        $51,727.50
 Second Renewal Term          $682,830.00        $56,902.50
 Third Renewal Term           $751,410.00        $62,617.50

The parties acknowledge that the Annual Base Rent for Lease Year
1-5 is based upon a rate of $19.75 per square foot for Floor 3
and a rate of $16 per square foot for Floors 1 and 2.

Base Rent:
 Lease Year                 Per Square Foot
 __________                 _______________
   <S>                             <C>
 1-5 (subject to Section 52)      $17.25
 6-10                             $18.98
 11-15                            $20.89

 First Renewal Term               $22.99
 Second Renewal Term              $25.29
 Third Renewal Term               $27.83

The parties acknowledge that the Annual Base Rent for Lease Year
1-5 is based upon a rate of $19.75 per square foot for Floor 3
and a rate of $16 per square foot for Floors 1 and 2.

</TABLE>

Security Deposit:           N/A

Guarantor:                  Union National Financial Corporation,
                            a Pennsylvania corporation.

     2.     Premises.
            ________
            (a)  For and in consideration of the rent to be paid
and the covenants and agreements to be performed by Tenant as
hereinafter set forth, Landlord does hereby lease, demise and let
unto Tenant the Premises, together with the non-exclusive right
to use the common areas of the Building and the common walkways,
sidewalks, driveways and parking lots of the Land provided by
Landlord from time to time.  The Building and the Land shall be
referred to herein collectively as the "Property."  For purposes
                                        ________
of this Lease the Premises are deemed to include the number of
rentable square feet designated for the Premises in Section 1.

            (b)  In the event there are within the Premises any
hallways, passageways, stairways, elevators, or other means of
access to and from the Premises or the upper and lower portions
of the Building, the space occupied by the said hallways,
passageways, stairways, elevators and other means of access,
although within the Premises as described above, shall be taken
to be excepted therefrom and reserved to Landlord or to the other
lessees of the Building, if any, and the same shall not be
considered a portion of the Premises.  All ducts, pipes, wires or
other equipment used in the operation of the Building, or any
part thereof, and any space occupied thereby, whether or not
within the Premises as described above, shall likewise be
excepted and reserved from the Premises, and Tenant shall not
remove or tamper with or use the same and will permit Landlord to
enter the Premises to service, replace, remove or repair the
same.
     3.     Term.  The Term shall commence on the "Commencement
            ____
Date"which shall be the earlier of the Scheduled Commencement
Date or the date upon which Tenant commences occupancy at the
Premises or any portion thereof.  Once the Commencement Date has
been determined, Landlord and Tenant shall confirm the
commencement and expiration dates of the Term in writing.
However, the failure of the parties to execute such writing shall
not defer the Commencement Date or otherwise invalidate this
Lease.
     4.     Rent.
            ____

<PAGE>

            (a)  Base Rent.  During the Term of this Lease,
                 _________
Tenant shall pay to Landlord the Base Rent, in equal monthly
installments in advance on the first day of each calendar month,
without setoff or deduction.  In the event the Term of this Lease
commences on a day other than the first day of a calendar month,
then on the Commencement Date Tenant shall pay to Landlord a pro
rata portion of the monthly installment of Base Rent for such
partial month.  If the Term of this Lease commences on the
Commencement Date for a portion, but not all, of the Premises,
then Tenant shall pay Base Rent for the portion of the Premises
occupied by Tenant only.

            (b)  Additional Rent.  Whenever under the terms of
                 _______________
this Lease any sum of money is required to be paid by Tenant in
addition to the Base Rent herein reserved, even if said
additional sum is not designated as "Additional Rent", if such
sum is not paid when due, said sum shall nevertheless be deemed
"Additional Rent" and be collectible as rent.  Nothing herein
contained shall be deemed to limit any other remedy of Landlord
if any such sum is not paid when due.

            (c)  Payment.  All payments of Base Rent and
                 _______
Additional Rent shall be paid when due, without demand, setoff or
deduction, except as set forth herein, at Landlord's Address, or
at such other place as Landlord may from time to time direct by
notice to Tenant.  All checks shall be made payable to Landlord
or such other person as Landlord may direct from time to time.

            (d)  Electric and Gas Charges.  In addition to the
                 ________________________
Base Rent and other charges set forth in this Lease, Tenant shall
pay for all electricity and gas consumed in the Premises during
the Term.  Tenant shall pay for such electricity and gas based on
the meters installed in the Premises.    All charges for
electricity and gas shall be paid to the applicable party
furnishing such utilities when due.

     5.     Operating Costs.
            _______________
            (a)  Operating Costs.  "Operating Costs" shall mean
                 _______________    _______________
the costs and expenses of the operation, maintenance, management,
repair and replacement of the Property, including, without
limitation, the cost and expense to Landlord of the following
items:
                 (i)   All wages, salaries and payroll costs of
all employees (whether employees of Landlord or its managing
agent) engaged in management, operation, repair, replacement,
maintenance and security, including payroll taxes, insurance and
all other employee benefits relating thereto;

                 (ii)  All supplies and materials used in the
management, operation, repair, replacement, maintenance and
security of the Property;

                 (iii) All utilities consumed by the Property and
the servicing thereof (other than electric or gas charges billed
directly to tenants), including, without limitation, gas, water,
sewer and electricity for common area lighting and heating,
ventilating and air-conditioning;

                 (iv)  All management, maintenance and service
contracts for the management, operation, repair, replacement,
maintenance, and security of the Property,

<PAGE>

including, without limitation, window cleaning, security and
access system, heating, ventilating and air-conditioning system,
roof repairs, fire sprinkler system and fire monitoring system,
elevators, landscaping, snow removal, exterminating and pest
removal for the common areas, and ordinary trash removal
(including recycling), and specifically including any management
fees incurred in the management of the Property;

                 (v)   All property, liability and other
insurance for the Property including all common areas and
Landlord's personal property and fixtures used in connection
therewith, including without limitation any rental loss coverage
or terrorism insurance maintained by Landlord;

                 (vi)  All repairs (including necessary
replacements) and general maintenance of the Property, including
without limitation restriping, resurfacing, maintaining, sweeping
and repairing all walkways, roadways, curbs and parking areas on
the Land;

                 (vii) All cleaning and janitorial services for
the common areas of the Building;

                 (viii)The cost of maintaining and revising from
time to time the tenant directory for the Building;

                 (ix)  The cost of any capital improvements (i)
which are made for the primary purpose of reducing Operating
Costs or (ii) which may be required by governmental authority
under any governmental law or regulation, or interpretation
thereof, that were not applicable to the Property as of the date
of this Lease;

                 (x)   All Real Estate Taxes, as hereinafter
defined, and all other permit and license fees and taxes (other
than income taxes) payable in connection with the ownership and
operation of the Property; and

                 (xi)  All other costs and expenses necessarily
and reasonably incurred by Landlord in the proper operation and
maintenance of a first-class office building; provided, however,
that the following shall be excluded from the term "Operating
Costs":  (A) expenses for repairs or other work occasioned by
fire, windstorm or other insured casualty, to the extent Landlord
has received insurance proceeds to reimburse Landlord for such
expenses; (B) expenses incurred in leasing or procuring new
tenants (e.g., for lease commissions, advertising and renovating
space); (C) legal expenses in enforcing the terms of any lease;
and (D) interest and amortization payments on any mortgage or
mortgages.

            (b)  Real Estate Taxes.  "Real Estate Taxes" shall
                 _________________    _________________
mean all gross real property taxes, charges and assessments
(including any special assessments, whether voluntary or
involuntary) which are levied, assessed or imposed by any
governmental authority or special district with respect to the
Land and the Building, and any improvements, fixtures and
equipment and all other property of Landlord, real or personal,
used in connection with the operation of the Property and any tax
which shall be levied or assessed in addition to and/or in lieu
of such real or personal property taxes (including, without
limitation, any municipal income tax, any license fees, tax
measured by or imposed upon rents, or other tax or charge upon
Landlord's business of

<PAGE>

leasing the Property), but shall not include any federal or state
income tax, or any franchise, capital stock, estate or
inheritance taxes.

            (c)  Payment.  For each calendar year (or part
                 _______
thereof) included in the Term of this Lease, Tenant shall pay
Landlord, as Additional Rent, Tenant's Percentage of the
Operating Costs incurred by Landlord during such calendar year.
In the event that this Lease shall expire at any time other than
at the end of a calendar year, then within thirty (30) days after
statements reflecting the actual Operating Costs for the year in
which such expiration occurs are submitted by Landlord to Tenant,
either Landlord or Tenant shall pay to the other party the
adjustment sum due, pro rated for the portion of the year in
which this Lease was in force.  The provisions of this subsection
(c) shall survive the expiration of this Lease.

            (d)  Monthly Installments.  Commencing upon not less
                 ____________________
than thirty (30) days notice from Landlord, and thereafter on the
first day of each month during each calendar year, Tenant shall
pay monthly, in advance, an amount equal to one-twelfth of
Landlord's estimate of Tenant's Percentage of the Operating Costs
for such year.  For each calendar year, Landlord shall make an
estimate of Tenant's Percentage of the Operating Costs and notify
Tenant as to such estimate.  Landlord may adjust its estimate of
the Operating Costs from time to time, and Tenant shall commence
payment of monthly installments at the adjusted estimate upon not
less than thirty (30) days prior written notice thereof from
Landlord.

            (e)  Reconciliation.  Following the end of each
                 ______________
calendar year, Landlord shall submit to Tenant a statement
setting forth the actual Operating Costs for the Property for the
preceding year.  Within thirty (30) days after delivery of such
statement to Tenant, an adjustment shall thereupon be made
between Landlord and Tenant to reflect any difference between
Tenant's estimated payments under paragraph (d) above and
Tenant's Percentage of the Operating Costs.  In no event,
however, shall a decrease in Operating Costs result in a
reduction of the Base Rent.

            (f)  Back-Up and Disputes.  Landlord shall provide
                 ____________________
Tenant with reasonable back-up information supporting any
estimate delivered pursuant to Section 5(d) or annual statement
delivered pursuant to Section 5(e), provided that Tenant requests
such information in writing within thirty (30) days after receipt
of such estimate or annual statement, as applicable.  Each
statement furnished by Landlord to Tenant shall be conclusive and
binding upon Tenant unless, within sixty (60) days after receipt
of such statement, Tenant shall notify Landlord in writing that
it disputes the correctness of such statement, stating the reason
for such dispute.  Pending the determination of such dispute,
Tenant shall pay, without delay, the full amount of the
Additional Rent due from Tenant in accordance with each such
statement that Tenant is disputing.  If the dispute is settled in
Tenant's favor, Landlord shall credit Tenant any amounts overpaid
toward the next month's installment of Tenant's estimated monthly
payment of Operating Costs.

            (g)  Right of Audit.  In the event Tenant gives
                 ______________
timely notice of a dispute as provided in Section 5(f), Tenant,
acting through an independent reputable accounting firm that is
not being compensated by Tenant on a contingency fee basis, shall
have the right, upon reasonable advance notice and during
business hours, to inspect the books and records of Landlord
applicable to the determination of such disputed statement of the
Operating Costs and

<PAGE>

Tenant's Percentage thereof, for the purpose of verifying in good
faith the information contained in such statement.  Any such
review shall take place at the location Landlord customarily
maintains its books and records with respect to Operating Costs
and must be completed within one (1) year after the receipt of
such statement by Tenant.  Landlord shall maintain at its office
or the office of its managing agent full, complete and accurate
books and records prepared in accordance with prudent building
management practices with respect to Operating Costs, and shall
retain such records with respect to each calendar year for a
period not less than two (2) years following delivery of the
annual statement for such year.  Tenant's review of Landlord's
books and records shall be conditioned upon Tenant and its
auditor confirming in writing that all information obtained by
Tenant and its auditor as a result of such review, and any
resulting compromise, settlement or adjustment between Landlord
and Tenant, shall be maintained as confidential and not disclosed
to any other person.  If as a result of such review by Tenant it
is determined that Tenant's payments on account of Operating
Costs covered by such annual statement were in excess of the
amount actually payable by Tenant, Landlord shall grant Tenant a
rent credit for the amount of such excess within thirty (30) days
after such determination.  Similarly, if it is determined that
Tenant's payments on account were less than the amount actually
due, Tenant shall pay the amount of the shortfall to Landlord
within such thirty (30) day period.  If it is determined that
Tenant's payments on account of the Operating Costs covered by
such annual statement exceeded the amount actually payable by
Tenant by more than five percent (5%), Landlord shall reimburse
Tenant for the reasonable out of pocket costs incurred by Tenant
in its review of such annual statement.  Except as provided in
the preceding sentence, the cost of any such review of Landlord's
books and records, including but not limited to any reasonable
copying charges imposed by Landlord, shall be at Tenant's sole
expense.

            (h)  Intentionally Omitted.
                 _____________________

            (i)  Tenant's Percentage.  Tenant's Percentage
                 ___________________
indicated in Section 1 of this Lease was determined by dividing
the rentable area of the Premises by the total number of rentable
square feet in the Building, stipulated to be 27,000 rentable
square feet as of the date hereof.  If the Building from time to
time contains non-office uses, Landlord shall have the right to
allocate Operating Costs in accordance with sound accounting and
management principles between the office and non-office uses.  In
the event the Premises expand or contract due to the addition or
deletion of space, whether pursuant to the exercise of an option
contained in this Lease or otherwise, Tenant's Percentage shall
be recalculated effective as of such addition or deletion in
order to equal the ratio of rentable area then contained in the
Premises divided by the area of the Building as described above.

     6.     Late Charges.  In the event that Tenant shall fail to
            ____________
pay Base Rent or any Additional Rent within five (5) days after
its due date, Tenant shall pay an automatic late charge to
Landlord of $250.00.  In addition, in the event that Tenant shall
fail to pay Base Rent or any Additional Rent within thirty (30)
days after its due date, then from and after the thirty-first
(31st) day until the date Tenant finally pays Base Rent or
Additional Rent, Tenant shall pay Landlord interest at the rate
of two percentage points (2%) per annum in excess of the Prime
Rate reported from time to time in the Wall Street Journal (the
                                       ___________________
"Overdue Interest Rate") with respect to the delinquent amount.
 _____________________
Such late charges and interest shall be deemed Additional Rent
for all purposes under this Lease.

<PAGE>

     7.     Use of Premises.  Tenant shall use and occupy the
            _______________
Premises for general office purposes.  Tenant shall not use or
occupy the Premises for any other purpose or business without the
prior written consent of Landlord.  Tenant and its employees,
agents, licensees and invitees shall observe and comply with the
rules and regulations Landlord may from time to time specify by
written notice given to Tenant.

     8.     Common Areas.
            ____________
            (a)  All driveways, parking lots, walkways,
elevators, stairs, alleys, public corridors, fire escapes, and
other areas, facilities and improvements which may be provided by
Landlord from time to time for the general use, in common, of
Tenant and other Building tenants and their employees, agents,
invitees and licensees, shall at all times be subject to the
exclusive control and management of Landlord.  Landlord shall
have the right from time to time to establish, modify and enforce
reasonable rules and regulations with respect to all such common
areas, facilities and improvements.

            (b)  Landlord reserves the right, exercisable without
notice to Tenant and without thereby creating an actual or
constructive eviction or incurring any liability to Tenant
therefor, to decorate and to make alterations, additions and
improvements, structural or otherwise, to the corridors, lobbies,
elevators, stairs and other public areas of the Building and,
during the continuance of any such work, to close temporarily
doors, entryways, corridors and common areas of the Property.

     9.     Condition of Premises.  Tenant acknowledges and
            _____________________
agrees that, except for the Tenant Finish Work to be constructed
by Landlord as set forth in Section 48, Landlord has not agreed
to make any improvements to the Premises and there have been no
representations or warranties made by or on behalf of Landlord
with respect to the Premises, or the Property or with respect to
the suitability of either for the conduct of Tenant's business.
The taking of possession of the Premises by Tenant shall
conclusively establish that the Premises and the Property were in
satisfactory condition, order and repair at such time, subject to
the completion of any punchlist items as provided in Section 48.

     10.    Alterations and Trade Fixtures; Removal.
            _______________________________________

            (a)  During the Term of this Lease, Tenant shall not
make any alterations or additions to the Premises without the
prior written consent of Landlord, which shall not be
unreasonably withheld so long as the proposed alteration or
addition does not affect the Building structure or any of the
Building systems and is not visible from outside the Premises.
In the event that Tenant shall desire to perform any such
alterations or additions in or about the Premises, Tenant shall
deliver to Landlord detailed, professionally prepared plans and
specifications prepared at the expense of Tenant.  Landlord shall
review such plans and specifications and return same to Tenant
either marked approved, marked to show the corrections required
(in which event such marked-up plans and specifications shall be
deemed approved as marked-up), or marked disapproved with the
reasons therefor.  If Landlord disapproves Tenant's plans and
specifications, Tenant may submit revised plans and
specifications subject to subsequent mark-ups or disapprovals and
corrections in the above manner.  Upon approval by Landlord of
Tenant's plans and specifications, Tenant shall proceed with due
diligence to

<PAGE>

commence the work to be performed by Tenant and shall complete
such work in a diligent manner.  All such work to be done or
performed in or about the Premises by Tenant shall be performed
(1) at Tenant's sole cost and expense, and (2) by contractors and
subcontractors approved by Landlord.  Prior to commencing work
Tenant shall cause its contractor to provide Landlord with
insurance certificates confirming that such contractor carries
commercial general liability insurance with a combined single
limit of not less than $1,000,000, naming Landlord, Landlord's
mortgagee and Landlord's managing agent as additional insureds.
Upon completion of any such work, Tenant shall pay to Landlord an
amount not to exceed $1,000.00, to reimburse Landlord for review
of such plans and specifications and the coordination and final
inspection of the work.

            (b)  Tenant's right to do any alteration work in or
about the Premises shall be and hereby is conditioned upon
Tenant's work being performed by workmen and mechanics working in
harmony and not interfering with labor employed by Landlord,
Landlord's contractors or by any other tenants or their
contractors.  If at any time any of the workmen or mechanics
performing any of Tenant's work  shall be unable to work in
harmony or shall interfere with any labor employed by Landlord,
other tenants or their respective mechanics and contractors, then
the permission granted by Landlord to Tenant to do any work in or
about the Premises may be withdrawn by Landlord upon written
notice to Tenant.

            (c)  All alterations, interior decorations,
improvements or additions made to the Premises by Tenant, except
for movable furniture, equipment and trade fixtures, shall become
Landlord's property upon expiration or sooner termination of this
Lease, unless Landlord gives Tenant written notice to remove any
such alteration, interior decoration, improvement or addition
(including, but not limited to, any voice or data cables and
lines installed by Tenant in the Premises) prior to, or within
ten (10) days following, the expiration or termination of this
Lease, in which case Tenant shall remove the designated
alteration, decoration, improvement or addition and repair any
damage caused thereby.  Tenant shall also remove all movable
furniture, equipment and trade fixtures installed by Tenant in
the Premises, except lighting fixtures and air-conditioning
equipment, and repair any damage caused to the Premises by said
removal.  All of said movable furniture, equipment and trade
fixtures remaining in the Premises after the Lease expiration
date, or any sooner termination of this Lease, shall be deemed to
be abandoned property and may be disposed of by Landlord or, at
Landlord's option, stored, in either case at Tenant's risk and
expense.  Any costs incurred by Landlord in removing, storing
and/or disposing of Tenant's property and repairing any damage
caused thereby, plus interest thereon at the Overdue Interest
Rate, shall be paid by Tenant to Landlord on demand.

     11.    Mechanics' Liens.
            ________________

            (a)  Prior to Tenant performing any alterations,
additions or construction work in or about the Premises for which
a lien could be filed against the Premises or the Property,
Tenant shall have its contractor execute and file in the
appropriate public office a Waiver of Mechanics' Lien, in form
satisfactory to Landlord, and provide Landlord with a copy of the
filed Waiver.  Notwithstanding the foregoing, if any mechanics'
or other lien shall be filed against the Premises or the Property
purporting to be for labor or materials furnished or to be
furnished at the request of Tenant, then at its expense, Tenant
shall cause such lien to be removed of record by payment, bond or
otherwise, within twenty (20) days after the filing thereof.  If
Tenant shall

<PAGE>

fail to cause such lien to be removed of record within such
twenty (20) day period, Landlord may cause such lien to be
removed of record by payment, bond or otherwise, without
investigation as to the validity thereof or as to any offsets or
defenses thereto, in which event Tenant shall reimburse Landlord
in the amount paid by Landlord, including expenses, within ten
(10) days after Landlord's billing therefor.  Tenant shall
indemnify and hold Landlord harmless from and against any and all
claims, costs, damages, liabilities and expenses (including
attorney fees) which may be brought or imposed against or
incurred by Landlord by reason of any such lien or removal of
record.

            (b)  Nothing in this Lease shall be deemed to be, or
construed in any way as constituting, the consent or request of
Landlord, expressed or implied, by inference or otherwise, to any
person, firm or corporation for the performance of any labor or
the furnishing of any materials for any construction, rebuilding,
alteration, addition or repair of or to the Premises or any part
thereof, nor as giving Tenant any right, power or authority to
contract for or permit the rendering of any services or the
furnishing of any materials which might in any way give rise to
the right to file any lien against Landlord's interest in the
Property.

     12.    Building Services.
            _________________

            (a)  Landlord shall provide, within its Building
standards, the following services and facilities:

                 (i)   Subject to payment of the utility charges
incurred by Tenant, heating, ventilating and air conditioning
("HVAC").  HVAC units and controls will be provided to Tenant
  ____
within the Premises, as provided in Exhibit "B"  attached hereto.

                 (ii)  Cleaning and maintenance of common areas
in the Building, including rest room facilities.

                 (iii) Continuous passenger elevator service
during Business Hours.

            (b)  Without Landlord's prior written consent, Tenant
shall not install any equipment in the Premises which shall cause
the connected electrical load to exceed the electrical capacity
provided by Landlord as set forth above, affect the temperature
otherwise maintained by the air-conditioning system or overload
any other system servicing the Premises.  Should Landlord grant
such consent, all additional risers or other equipment required
therefor shall be provided by Landlord and the cost thereof
(including a reimbursement of Landlord's time and expenses for
amounts not to exceed $1,000.00 incurred by Landlord as a
construction management fee) shall be paid by Tenant upon
Landlord's demand.

            (c)  The services referred to in Section 12(a) above
may be subject to slowdown, interruption or stoppage due to the
order of any governmental bodies and regulatory agencies, or
caused by the maintenance, repair, replacement or improvement of
any of the equipment involved in the furnishing of any such
services, or caused by changes of services or service providers,
alterations, strikes, lockouts, labor controversies, fuel
shortages, accidents, acts of God or the elements or any other
cause beyond the reasonable control of Landlord.  No such
slowdown, interruption or stoppage of any such services shall
ever be construed as an eviction, actual or constructive, of
Tenant, nor shall same cause any abatement of Base Rent or

<PAGE>

Additional Rent or in any manner or for any purpose relieve
Tenant from any of its obligations under this Lease.  Landlord
agrees to use reasonable diligence to resume the affected service
promptly following any such slowdown, interruption or stoppage.
Landlord will provide Tenant, whenever reasonably possible,
advance notice of any service slowdowns, interruptions or
stoppages.

            (d)  If maintenance of the Building's
telecommunication cable system hereafter becomes an obligation of
Landlord imposed by law, Landlord, to the extent required by any
such law, shall maintain the intra-building network cable in the
Building from the point of entry (i.e., the local telephone
service provider's final access point to the Building) to the
Premises.  In such event the maintenance, repair and replacement
of the Building's telecommunication cable system, including but
not limited to the cost of any cable maintenance contract
obtained by Landlord, shall be part of the Operating Costs.  In
no event shall Landlord be responsible for the maintenance of the
telecommunication cable system serving only the Premises, which
shall be maintained, repaired and replaced by Tenant at its
expense.  Until such time (if ever) that such obligation is
imposed on Landlord by law, the maintenance of the Building's
telecommunication cable system shall be the responsibility of the
Building's telecommunication service provider.

            (e)  Landlord shall have the right from time to time
to select the company or companies providing local telephone and
telecommunication services to the Building.  In the event Tenant
desires to use the services of a provider of local telephone and
telecommunication services whose equipment is not then servicing
the Building, no such provider shall be permitted to install its
lines or other equipment within the Building without first
securing the prior written consent of Landlord.  Landlord shall
not unreasonably withhold its consent provided that each of the
following conditions is satisfied:

                 (i)   Landlord determines that there is
sufficient space in the Building for the placement of such
provider's equipment and materials.

                 (ii)  The provider must be licensed and
reputable and provide Landlord such financial statements, credit
reports and bank references as Landlord may require to evaluate
the financial ability of the provider.

                 (iii) The provider and Landlord must enter into
a license agreement in form and content satisfactory to Landlord,
reasonably compensating Landlord for space used in the Building
for the storage and maintenance of the provider's equipment,
costs to be incurred by Landlord in arranging for access by the
provider's personnel and any other such costs Landlord may expect
to incur.

All reasonable costs incurred by Landlord in evaluating any
request for access by an alternate telecommunications provider
and negotiating a license agreement with such provider shall be
paid by Tenant or such provider, upon demand.  Landlord's consent
under this subsection shall not be deemed any kind of
representation or warranty by Landlord, including without
limitation any representation as to the suitability, competence
or financial strength of the provider proposed by Tenant.  If
Landlord consents to installation of equipment in the Building by
an alternate telecommunications provider as set forth above, such
installation shall be subject to all of the

<PAGE>

requirements of this Lease regarding construction work by or on
behalf of Tenant, including but not limited to the requirements
of Section 10 hereof.

     13.    Certain Rights Reserved by Landlord.  Landlord shall
            ___________________________________
have the following rights, exercisable without notice and without
liability to Tenant for damage or injury to property, persons or
business and without effecting an eviction, constructive or
actual, or disturbance of Tenant's use or possession or giving
rise to any claim or setoff or abatement of Base Rent or
Additional Rent:

            (a)  To decorate and to make repairs, alterations,
additions, changes or improvements, whether structural or
otherwise, in and about the Building, or any part thereof, and
for such purposes to enter upon the Premises and, during the
continuance of any such work, to temporarily close doors, entry
ways, public space and corridors in the Building, to interrupt or
temporarily suspend Building services and facilities and to
change the arrangement and location of entrances or passageways,
doors and doorways, corridors, elevators, stairs, toilets, or
other public parts of the Building, all without abatement of rent
or affecting any of Tenant's obligations hereunder, so long as
the Premises are reasonably accessible; provided, however, that
Landlord and Tenant shall mutually approve of exterior elevation
and initial design of the Building, such approval not to be
unreasonably withheld.

            (b)  To grant to anyone the exclusive right to
conduct any maintenance, utility or repair business or render any
maintenance, utility or repair service in or to the Building,
provided such exclusive right shall not operate to exclude Tenant
from the use expressly permitted herein.  Without limiting the
generality of the foregoing, Landlord shall have the right from
time to time to select the company providing electric service to
the Building.

            (c)  To take all such reasonable measures as Landlord
may deem advisable for the security of the Building and its
occupants, including without limitation, the search of all
persons entering or leaving the Building, the evacuation of the
Building for cause, suspected cause, or for drill purposes, the
temporary denial of access to the Building, and the closing of
the Building for cause, suspected cause, or for drill purposes,
the temporary denial of access to the Building, and the closing
of the Building after normal business hours and on Saturdays,
Sundays and holidays; subject, however, to Tenant's right to
admittance when the Building is closed after normal business
hours under such reasonable regulations as Landlord may prescribe
from time to time which may include, by way of example but not of
limitation, that persons entering or leaving the Building,
whether or not during normal business hours, identify themselves
to a security officer by registration or otherwise and that such
persons establish their right to enter or leave the Building.
Notwithstanding the foregoing, Landlord shall be under no
obligation to provide security personnel or security systems for
the individual tenants within the Building, and Tenant may, at
Tenant's option, elect to maintain security for protection of
Tenant's business operations.
     14.    Assignment and Subletting.
            _________________________

            (a)  Except as expressly permitted pursuant to this
Section, Tenant shall not assign or mortgage this Lease or any
interest therein without the prior written consent of Landlord,
which shall not be unreasonably withheld or delayed.  Any of the
foregoing acts

<PAGE>

without Landlord's consent shall be voidable and shall, at the
option of Landlord, be an Event of Default under this Lease.
Neither this Lease nor any interest therein shall be assignable
as to the interest of Tenant by operation of law, without the
prior written consent of Landlord.  Unless Tenant is a company
whose shares are publicly traded, any transfer of the ownership
or control of Tenant, whether by transfers of stock or
partnership interests, merger, consolidation or otherwise,
however such transfer of ownership or control is accomplished,
shall constitute an assignment of Tenant's interest in this Lease
and as such shall be subject to this Section 14.  Notwithstanding
the foregoing, without the consent of Landlord but upon notice to
Landlord,  Tenant may assign the Lease to:

                 (i)   any corporation that controls, is
controlled by, or is under common control with, Tenant; or

                 (ii)  any corporation resulting from the merger,
consolidation or other corporate reorganization with Tenant or to
any entity that acquires all or substantially all of Tenant's
assets, as long as the assignee or sublessee is a bona fide
entity and assumes the obligations of Tenant under this Lease and
such entity has a net worth following such merger, consolidation
or reorganization at least equal to the net worth of Tenant on
the date hereof or the date of such merger, consolidation or
reorganization, whichever is higher.

            (b)  Provided that no Event of Default is then
continuing, upon prior written notice to Landlord Tenant may
sublet all or any part of the Premises.  No such sublease shall
relieve Tenant of its continuing direct responsibility and
liability for the complete and punctual performance of the
agreements contained in this Lease, including, without
limitation, the payment of all Base Rent and Additional Rent and
other sums now or hereafter owed hereunder.  No sublease shall be
valid and no sublessee shall take possession of the premises
subleased until a fully executed original of such sublease has
been delivered to Landlord, and Tenant and such sublessee have
executed such additional documentation as Landlord may reasonably
require.  Any subletting of all or any portion of the Premises in
contravention of this Section 14(b) shall be voidable and shall,
at the option of Landlord, be an Event of Default under this
Lease.
            (c)  If at any time or from time to time during the
Term of this Lease, Tenant desires to assign this Lease, Tenant
shall give Landlord written notice of such intent, which notice
must be accompanied by (1) a written description of the proposed
assignment and financial and business information for the
proposed assignee, including bank and general references, and (2)
an administrative fee of $2,000 to defray Landlord's expenses in
reviewing such request.  Landlord shall have the option,
exercisable by notice given to Tenant within thirty (30) days
after receipt of Tenant's notice, of reacquiring the Premises and
terminating the Lease, effective on a date selected by Landlord
which shall be no sooner than sixty (60) days and no later than
one hundred twenty (120) days after Landlord's receipt of
Tenant's notice.  If Landlord does not exercise such option,
Tenant may assign this Lease to any third party, subject to the
following terms and conditions:

                 (i)   Tenant shall obtain the consent of
Landlord, which consent shall not be unreasonably withheld;
Landlord shall base its decision upon the uses of other Building
tenants (whether or not exclusives were granted), the financial
condition, business and character of the proposed assignee and
the proposed use of the Premises;

<PAGE>


                 (ii)  No assignment shall be valid and no
subtenant or assignee shall take possession of the premises
assigned until a fully executed original of such assignment of
this Lease has been delivered to Landlord, and Tenant and such
assignee have executed such additional documentation as Landlord
may reasonably require;


                 (iii) Any options granted to Tenant in this
Lease (including but not limited to any option to renew the Term)
shall be deemed void and of no further effect, it being
understood that all such options are personal to Tenant; and

                 (iv)  No assignee shall have a further right to
assign the Lease, except in accordance with the provisions of
this Section 14.

            (d)  Tenant shall pay Landlord within five (5) days
after receipt, as Additional Rent, fifty percent (50%) of any
subrents, other sums or other economic consideration received by
Tenant as a result of any subletting or assignment, whether
denominated as rentals under the sublease or otherwise, which
exceed, in the aggregate, the aggregate of the total sums which
Tenant is obligated to pay Landlord under this Lease (prorated to
reflect obligations allocable to that portion of the Premises
subject to a sublease) plus an amortization over the term of any
such sublease of the cost of leasehold improvements made to the
Premises by Tenant for the subtenant or assignee, and other
reasonable expenses incurred by Tenant incident to the subletting
or assignment, including legal fees and standard leasing
commissions.  If such subleasing or assignment has been made
without the consent of Landlord as provided herein, Landlord
shall be entitled to all economic consideration received by
Tenant in accordance with the provisions of this Section 14(c),
but the receipt of such monies shall not be deemed to be a waiver
of the provisions of this Section 14 with respect to assignment
and subletting, or the acceptance of such assignee or subtenant
as Tenant hereunder.

            (e)  Whether or not Landlord's consent is required or
obtained hereunder, no subletting or assignment shall release
Tenant of Tenant's obligations or alter the primary liability of
Tenant to pay Base Rent and Additional Rent and to perform all
other obligations to be performed by Tenant under this Lease.
This continuing obligation of Tenant shall not be affected in any
way by any subsequent amendment of this Lease made by Landlord
and any assignee, or any waiver, forbearance or other
accommodation granted by Landlord to any assignee.  The
acceptance of rental by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision hereof.
Consent to one (1) assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting.  In the event
of default by any assignee of Tenant or any successor of Tenant
in the performance of any of the terms of this Lease, Landlord
may proceed directly against Tenant without the necessity of
exhausting remedies against such assignee or successor.

            (f)  In the event that the Premises or any part
thereof have been sublet by Tenant and an Event of Default under
this Lease has occurred and is continuing, then Landlord may
collect rent from the subtenant and apply the amount collected to
the Base Rent and Additional Rent herein reserved, but no such
collection shall be deemed a waiver of the provisions of this
Section 14 with respect to subletting or the acceptance of such
subtenant as Tenant hereunder or a release of Tenant under this
Lease.

<PAGE>

            (g)  The provisions of this Section 14 shall not
apply to any sublease of the First Floor or the Second Floor of
the Premises by Tenant; provided, however, that Landlord shall be
entitled to approve the proposed subtenant(s).

     15.    Access to Premises.  Landlord, its employees and
            __________________
agents shall have the right to enter the Premises at all
reasonable times during business hours and at any time in case of
an emergency for the purpose of examining or inspecting the
Premises, showing the Premises to prospective purchasers,
mortgagees and (during the last year of the Term only)
prospective tenants of the Building, and making such alterations,
repairs, improvements or additions to the Premises or to the
Property as Landlord may determine to be necessary or desirable.
Landlord shall use reasonable efforts during any such entry into
the Premises to minimize the disruption to Tenant's business
activities.  If representatives of Tenant shall not be present to
open and permit entry into the Premises at any time when such
entry by Landlord is necessary or permitted hereunder, Landlord
may enter by means of a master key (or forcibly in the event of
an emergency) without liability to Tenant and without such entry
constituting an eviction of Tenant or termination of this Lease.
If Tenant has relocated from the Premises, the entry of Landlord
into the Premises to retrofit the same or a portion thereof for a
subsequent tenant shall not be deemed the acceptance of
surrender, eviction or a termination of this Lease with respect
to the Premises or such portion thereof unless or until a
successor tenant has occupied the same and begun paying rent
thereon.

     16.    Repairs.
            _______

            (a)  At its cost (which cost shall be an Operating
Cost under Section 5 above), Landlord shall make all repairs
necessary to maintain the heating, ventilating, air conditioning
and electrical systems serving the Premises, windows, floors
(except finished flooring and carpeting) and all other structural
portions of the Premises, provided, however, that Landlord shall
not be obligated to make any of such repairs until Landlord has
received written notice from Tenant that such repair is needed.
Landlord shall also be responsible for the maintenance and repair
of all common areas and facilities at the Property, provided that
Tenant shall be responsible for the repair of any damage to the
Premises or the Property common areas and facilities caused by
the negligence or willful misconduct of Tenant or its employees,
agents, invitees or licensees.

            (b)  Except for Landlord's repairs under subsection
(a) above, at its sole cost and expense, Tenant shall make all
other repairs necessary to maintain and keep the Premises and the
fixtures therein in neat and orderly condition, including but not
limited to the changing of any light bulbs or other electrical
fixtures in the Premises.  So long as Tenant leases an entire
floor on the Building, Tenant shall be responsible for
maintenance of the plumbing systems in the Premises, including
plumbing in any rest rooms contained within the Premises and any
plumbing that may be part of a kitchen area.  If Tenant refuses
or neglects to make such repairs, or fails diligently to
prosecute the same to completion, after notice from Landlord of
the need therefor, Landlord may make such repairs at the expense
of Tenant and such expense, along with a ten percent (10%)
service charge, shall be collectible as Additional Rent.

            (c)  Landlord shall not be liable for any
interference with Tenant's business arising from the making of
any repairs in the Premises under subsection (a) above.  Landlord

<PAGE>

shall interfere as little as reasonably practicable with the
conduct of Tenant's business.  There shall be no abatement of
Base Rent or Additional Rent because of such repairs.

     17.    Indemnification and Insurance.
            _____________________________

            (a)  Tenant shall indemnify, defend and hold harmless
Landlord, Landlord's mortgagee and Landlord's managing agent from
and against any and all costs, expenses (including reasonable
attorney fees), liabilities, losses, damages, suits, actions,
fines, penalties, claims or demands of any kind and asserted by
or on behalf of any person or governmental authority, arising out
of or in any way connected with (1) any failure by Tenant to
perform any of the agreements, terms, covenants or conditions of
this Lease required to be performed by Tenant, (2) any failure by
Tenant to comply with any statutes, ordinances, regulations or
orders of any governmental authority, or (3) any accident, bodily
injury (including death resulting therefrom), or damage to or
loss or theft of property, which shall occur in or about the
Premises or otherwise arising out of Tenant's use of the
Premises, except to the extent due to the gross negligence or
willful misconduct of Landlord.  The indemnities contained in
this paragraph shall survive the expiration or earlier
termination of this Lease.

            (b)  During the Term of this Lease and any renewal
thereof, Tenant shall obtain and promptly pay all premiums for
Commercial General Liability Insurance with broad form extended
coverage, including Contractual Liability, covering claims for
bodily injury (including death resulting therefrom) and loss or
damage to property occurring upon, in or about the Premises, with
a minimum combined single limit of at least $2,000,000.  All such
policies and renewals thereof shall name Landlord, Landlord's
mortgagee and Landlord's managing agent as additional insureds.
All policies of insurance shall provide (1) that no material
change or cancellation of said policies shall be made without at
least thirty (30) days prior written notice to Landlord and
Tenant, and (2) that any loss shall be payable notwithstanding
any act or negligence of Tenant or Landlord which might otherwise
result in the forfeiture of said insurance.  On or before the
Commencement Date of the Term of this Lease, and thereafter not
less than thirty (30) days prior to the expiration dates of said
policy or policies, Tenant shall furnish Landlord with renewal
certificates of the policies of insurance required under this
paragraph.  Tenant's insurance policies shall be issued by
insurance companies authorized to do business in the Commonwealth
of Pennsylvania with a financial rating of at least A as rated in
the most recent edition of Best's Insurance Reports and have been
in business for the past five (5) years.  The aforesaid insurance
limits may be reasonably increased by Landlord from time to time
during the Term of this Lease.

            (c)  Tenant and Landlord, respectively, hereby
release each other from any and all liability or responsibility
to the other for all claims of anyone claiming by, through or
under them by way of subrogation or otherwise for any loss or
damage to property owned by Landlord and Tenant respectively in
the Premises and covered by insurance maintained by the other
party.  Each party shall cause its insurance carrier to endorse
all applicable policies waiving the carrier's rights to recovery
under subrogation or otherwise against the other party.

            (d)  Subject to Section 18 hereof, Landlord shall
indemnify, defend and hold harmless Tenant from and against any
and all costs, expenses (including reasonable attorney fees),
liabilities, losses, damages, suits, actions, fines, penalties,
claims or demands of any kind

<PAGE>

and asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with (1) any
failure by Landlord to perform any of the agreements, terms,
covenants or conditions of this Lease required to be performed by
Landlord, (2) any failure by Landlord to comply with any
statutes, ordinances, regulations or orders of any governmental
authority pertaining to the common areas of the Building, or (3)
any accident, bodily injury (including death resulting
therefrom), or damage to or loss or theft of property, which
shall occur in or about the common areas, except to the extent
due to the gross negligence or willful misconduct of Tenant.  The
indemnities contained in this paragraph shall survive the
expiration or earlier termination of this Lease.

     18.    Waiver of Claims.  Landlord and Landlord's agents and
            ________________
employees shall not be liable for, and Tenant hereby releases and
relieves Landlord, its agents and employees from, all liability
in connection with any and all bodily injury (including death),
damage to or loss of property, or loss or interruption of
business occurring to Tenant, its agents, employees, invitees and
licensees in or about the Premises, from, without limitation, (a)
any fire or other casualty, accident, occurrence or condition in
or upon the Premises or the Property; (b) any defect in or
failure of the plumbing, sprinkler, electrical, heating,
ventilating and air-conditioning systems and equipment, or any
other systems and equipment in the Premises and the Building; (c)
any steam, gas, oil, water, rain or snow that may leak into or
flow from any part of the Premises or the Building; (d) the
falling of any fixture or any wall or ceiling materials; (e)
broken glass; (f) latent or patent defects; (g) any acts or
omissions of the other tenants or occupants of the Building; (h)
any acts or omissions (excluding gross negligence) of Landlord,
its agents, servants and employees; and (i) theft, criminal
conduct, Act of God, public enemy, injunction, riot, strike,
insurrection, war, terrorism, court order, or any order of any
governmental authorities having jurisdiction over the Premises.

     19.    Quiet Enjoyment.  Landlord covenants and agrees with
            _______________
Tenant that upon Tenant paying the Base Rent and Additional Rent
and observing and performing all the terms, covenants and
conditions on Tenant's part to be observed and performed under
this Lease, Tenant may peaceably and quietly enjoy the Premises
hereby demised without hindrance or molestation from Landlord,
subject to the terms and conditions of this Lease and to the
ground leases, underlying leases and mortgages referred to in
Section 23 below.

     20.    Liability for Increased Insurance Costs.  Tenant
            _______________________________________
agrees that it will not do or suffer to be done, any act, matter
or thing objectionable to Landlord's fire insurance companies
whereby the fire insurance or any other insurance now in force or
hereafter placed on the Premises or any part thereof or on the
Property by Landlord shall become void or suspended, or whereby
the same shall be rated as a more hazardous risk than at the date
when Tenant took possession of the Premises.  In case of a breach
of this covenant, in addition to all other remedies of Landlord
hereunder, Tenant agrees to pay to Landlord, as Additional Rent,
any and all increases in premiums on insurance carried by
Landlord on the Premises or any part thereof or on the Property
caused in any way by the occupancy of Tenant.

<PAGE>

     21.    Casualty Damage.
            _______________

            (a)  In the event of damage to or destruction of the
Premises caused by fire or other casualty, or of the entrances
and other common facilities necessary to provide normal access to
the Premises, or to other portions of the Building or its
equipment which portions and equipment are necessary to provide
services to the Premises in accordance herewith, Landlord shall
undertake to make repairs and restorations as hereafter provided,
unless this Lease be terminated by Landlord or Tenant as
hereinafter provided, or unless any mortgagee which is entitled
to receive casualty insurance proceeds fails to make available to
Landlord a sufficient amount of such proceeds to cover the cost
of such repairs and restoration.

            (b)  If (i) the damage is of such nature or extent,
in Landlord's sole judgment, that more than two hundred ten (210)
consecutive days after commencement of the work would be required
(with normal work crews and hours) to repair and restore the part
of the Premises or the Building which has been damaged, or (ii) a
substantial portion of the Premises or the Building is so damaged
that, in Landlord's sole judgment, it is uneconomic to restore or
repair the Premises or the Building, as the case may be, or (iii)
less than two (2) years remain on the Term, or (iv) the amount of
casualty insurance proceeds actually received by Landlord is
insufficient, in Landlord's sole judgment, to repair or restore
the Premises of the Building, as the case may be, Landlord shall
so advise Tenant promptly, and either party, in the case
described in clause (i) above, or Landlord, in the case described
in clauses (ii), (iii) or (iv) above, for a period of ten (10)
days thereafter, shall have the right to terminate this Lease by
written notice to the other, as of the date specified in such
notice, which termination date shall be no later than thirty (30)
days after the date of such notice.  In the event of such fire or
other casualty, if this Lease is not terminated pursuant to the
terms of this Section 21, if sufficient casualty insurance
proceeds are available for use for such restoration or repair,
and if this Lease is then in full force and effect, Landlord
shall proceed diligently to restore the Premises to substantially
its condition prior to the occurrence of the damage, provided
that Landlord shall not be obligated to repair or restore any
alterations, additions or fixtures which Tenant may have
installed (whether or not Tenant has the right or the obligation
to remove the same or is required to leave the same on the
Premises as of the expiration or earlier termination of this
Lease) unless Tenant, in a manner satisfactory to Landlord,
assures payment in full of all costs as may be incurred by
Landlord in connection therewith.

            (c)  Landlord shall not insure any improvements or
alterations to the Premises made by Tenant, or any fixtures,
equipment or other property of Tenant.  Tenant shall have the
right, at its sole expense, to insure the value of its leasehold
improvements, fixtures, equipment or other property located in
the Premises, for the purpose of providing funds to Landlord to
repair and restore the Leased Premises to substantially its
condition prior to the occurrence of the damage.  If there be any
such alteration, fixtures or additions and Tenant does not assure
or agree to assure payment of the cost of restoration or repair
as aforesaid, Landlord shall have the right to determine the
manner in which the Premises shall be restored so as to be
substantially as the Premises existed prior to the damage
occurring, as if such alterations, additions or fixtures had not
then been made or installed.

            (d)  The validity and effect of this Lease shall not
be impaired in any way by the failure of Landlord to complete
repairs and restoration of the Premises or of the Building

<PAGE>

within two hundred ten (210) consecutive days after commencement
of work, even if Landlord had in good faith notified Tenant that
the repair and restoration could be completed within such period,
provided that Landlord proceeds diligently with such repair and
restoration.

            (e)  In the case of damage to the Premises not caused
by the negligence or other tortious acts of Tenant, its agents,
employees, licensees or invitees which is of a nature or extent
that Tenant's continued occupancy is substantially impaired, the
Base Rent otherwise payable by Tenant hereunder shall be
equitably abated or adjusted for the duration of such impairment
as determined by Landlord.

     22.    Condemnation.
            ____________

            (a)  If the entire Premises shall be condemned or
taken permanently for any public or quasi-public use or purpose,
under any statute or by right of eminent domain, or by private
purchase in lieu thereof, then in that event, at the option of
either Landlord or Tenant exercised by notice to the other within
thirty (30) days after the date when possession is taken, the
Term of this Lease shall cease and terminate as of the date when
possession is taken pursuant to such proceeding or purchase.
Base Rent and Additional Rent shall be adjusted and apportioned
as of the time of such termination and any Base Rent and
Additional Rent paid for a period thereafter shall be refunded.
In the event a material portion of the Building shall be so taken
(even though the Premises may not have been affected by the
taking), Landlord may elect to terminate this Lease as of the
date when possession is taken pursuant to such proceeding or
purchase or Landlord may elect to repair and restore the portion
not taken at its own expense.

            (b)  In the event of any total or partial taking of
the Premises, Landlord shall be entitled to receive the entire
award in any such proceeding and Tenant hereby assigns any and
all right, title and interest of Tenant now or hereafter arising
in or to any such award or any part thereof and Tenant hereby
waives all rights against Landlord and the condemning authority,
except that to the extent permitted by applicable law, Tenant
shall have the right to claim and prove in any such proceeding
and to receive any award which may be made to Tenant, if any,
specifically for loss of good will, movable trade fixtures,
equipment and moving expenses.

     23.    Subordination.  This Lease is and shall be subject
            _____________
and subordinate to all ground or underlying leases and to all
mortgages which may now or hereafter affect such leases or the
real property of which the Premises are a part, and to all
renewals, modifications, consolidations, replacements and
extensions of any such underlying leases and mortgages.  This
clause shall be self-operative and no further instrument of
subordination shall be required by any ground or underlying
lessor or lessee or by any mortgagee, but in confirmation of such
subordination, Tenant shall execute any certificate that Landlord
may reasonably require acknowledging such subordination, within
fifteen (15) days after Landlord's request.  Tenant agrees that
in the event any person, firm, corporation or other entity
acquires the right to possession of the real property of which
the Premises are a part, including any mortgagee or holder of any
estate or interest having priority over this Lease, Tenant shall,
if requested by such person, firm, corporation or other entity,
attorn to and become the tenant of such person, firm, corporation
or other entity, upon the same terms and conditions as are set
forth herein for the balance of the Term.  Notwithstanding the
foregoing, any mortgagee may, at any time, subordinate its
mortgage to this Lease, without Tenant's consent, by notice in
writing to Tenant, and thereupon this Lease shall

<PAGE>

be deemed prior to such mortgage without regard to their
respective dates of execution and delivery, and in that event,
such mortgagee shall have the same rights with respect to this
Lease as though it had been executed prior to the execution and
delivery of the mortgage.

     24.    Estoppel Certificate.  At any time and from time to
            ____________________
time and within ten (10) days after written request by Landlord,
Tenant shall execute, acknowledge and deliver to Landlord or
Landlord's mortgagee an estoppel certificate substantially in the
form attached as Exhibit "C", with any modifications thereto
required by the then-applicable state of facts, or any other form
of estoppel certificate reasonably required by a proposed
mortgagee.  It is the intention and agreement of Landlord and
Tenant that any such statement by Tenant may be relied upon by a
prospective purchaser or a prospective mortgagee of the Property,
or by others, in any matter affecting the Premises.  In the event
that Tenant shall fail to return a fully executed copy of such
estoppel certificate to Landlord within the foregoing ten (10)
day period, then Tenant shall be deemed to have approved and
confirmed all of the terms, certifications and representations
contained in such estoppel certificate, and Tenant irrevocably
authorizes and appoints Landlord as its attorney-in-fact to
execute such estoppel certificate on behalf of Tenant.

     25.    Default.  The occurrence of any of the following
            _______
events (each, an "Event of Default") shall constitute a material
                  ________________
default and breach of this Lease by Tenant:

            (a)  The failure of Tenant to take possession of the
Premises within thirty (30) days after the Commencement Date of
this Lease;

            (b)  The abandonment of the Premises by Tenant;

            (c)  The assignment of this Lease or subletting of
the Premises or any part thereof in violation of Section 14;

            (d)  A failure by Tenant to pay, when due, any
installment of Base Rent, Additional Rent or any other sum
required to be paid by Tenant under this Lease, where such
failure continues for more than ten (10) days after Tenant has
received written notice of the delinquent payment from or on
behalf of Landlord; provided, however, Landlord need not give any
such written notice, and Tenant shall not be entitled to any such
period of grace, more than twice in any twelve (12) month period;

            (e)  A failure by Tenant to observe and perform any
other provision or covenant of this Lease to be observed or
performed by Tenant, where such failure continues for thirty (30)
days after Tenant receives written notice thereof from or on
behalf of Landlord; provided, however, that if the nature of the
default is such that the same cannot reasonably be cured within
such thirty (30) day period, Tenant shall not be deemed to be in
default if Tenant shall commence the cure of the default within
such thirty (30) day period and thereafter diligently prosecute
the same to completion within sixty (60) days after Tenant
receives written notice thereof;

            (f)  The filing of a petition by or against Tenant
for adjudication as a bankrupt or insolvent or for its
reorganization or for the appointment of a receiver or trustee of
Tenant's property pursuant to any local, state or federal
bankruptcy or insolvency law; or an assignment by Tenant for the
benefit of creditors; or the seizure of Tenant's property by any
local, state or

<PAGE>

federal governmental officer or agency or court-appointed
official for the dissolution or liquidation of Tenant or for the
operating, either temporary or permanent, of Tenant's business,
provided, however, that if any such action is commenced against
Tenant the same shall not constitute a default if Tenant causes
the same to be dismissed within sixty (60) days after the filing
thereof; or

            (g)  The entry of any order, judgment or decree
entered by a court of competent jurisdiction approving a petition
seeking reorganization of Tenant or all or a substantial part of
the assets of Tenant, or appointing a receiver, sequestrator,
trustee or liquidator or Tenant or any of its property, and such
order, judgment or decree shall continue unstayed and in effect
for any period of thirty (30) days.

     26.    Remedies.  Upon the occurrence of any Event of
            ________
Default set forth in Section 25 above, Landlord may exercise any
one or more of the following remedies:

            (a)  Landlord may perform for the account of Tenant
the cure of any such default of Tenant and immediately recover as
Additional Rent any expenditures made and the amount of any
obligations incurred in connection therewith, plus interest at
the Overdue Interest Rate from the date of any such expenditures.

            (b)  Landlord may accelerate all Base Rent and
Additional Rent due for the balance of the Term of this Lease and
declare the same, along with all sums past due, to be immediately
due and payable.  In determining the amount of any future
Additional Rent payments due Landlord as a result of Operating
Costs, Landlord may make such determination based upon the amount
of Additional Rent paid by Tenant with respect to Operating Costs
for the entire year immediately prior to such default.

            (c)  Landlord may re-enter and repossess the
Premises, breaking open locked doors, if necessary, and may use
as much force as necessary to effect such entrance without being
liable to any action or prosecution for such entry or the manner
thereof, and Landlord shall not be liable for the loss of any
property in the Premises.  Landlord may remove all of Tenant's
goods and property from the Premises.  Landlord shall have no
liability for any damage to such goods and property and Landlord
shall not be responsible for the storage or protection of the
same upon removal.  No re-entry or repossession of the Premises
shall be deemed a termination of this Lease or a release of
Tenant from its continuing obligations hereunder.  Without
limiting the foregoing, unless Landlord has elected to accelerate
rent as provided in Section 26(b), Tenant shall continue to pay
Base Rent, Additional Rent and other sums payable under this
Lease when and as due.  Tenant shall be entitled to a credit
against such sums payable to Landlord in an amount equal to the
net proceeds, if any, of any reletting effected for the account
of Tenant pursuant to Section 26 (e), after deducting from such
proceeds all of Landlord's expenses in connection with such
reletting (including, without limitation, all related
repossession costs, brokerage commissions, legal expenses,
attorneys' fees, employees' expenses, alteration costs and
expenses of preparation for such reletting).

            (d)  Landlord shall use reasonable efforts to relet
the Premises for and upon such terms and to such persons, firms
or corporations and for such period or periods as Landlord, in
its sole discretion, shall determine, which may include a term
beyond the termination of this

<PAGE>

Lease.  Landlord need not consider any tenant offered by Tenant
in connection with such reletting or attempt to relet the
Premises prior to the lease of other available space in the
Building.  For the purpose of such reletting, Landlord may
decorate or make reasonable repairs, changes, alterations or
additions in or to the Premises to the extent deemed by Landlord
to be desirable or convenient and the cost of such repairs,
changes, alterations or additions shall be charged to and be
payable by Tenant as Additional Rent hereunder, as well as any
reasonable brokerage and legal fees expended by Landlord.  Any
sums collected by Landlord from any new tenant obtained for the
Premises shall be credited against the balance of Base Rent and
Additional Rent due hereunder as aforesaid.

            (e)  At its option, Landlord may serve notice upon
Tenant that this Lease and the then-unexpired Term hereof shall
cease and expire and become absolutely void on the date specified
in such notice, to be not less than five (5) days after the date
of such notice, without any right on the part of Tenant to save
the forfeiture by payment of any sum due or by the performance of
any term, provision, covenant, agreement or condition broken;
and, thereupon and at the expiration of the time limit in such
notice, this Lease and the Term hereof granted, as well as the
entire right, title and interest of Tenant hereunder, shall
wholly cease and expire and become void in the same manner and
with the same force and effect (except as to Tenant's liability)
as if the date fixed in such notice were the expiration date of
the Term of this Lease.  Thereupon, Tenant shall immediately quit
and surrender the Premises to Landlord and Landlord may enter
into and repossess the Premises by summary proceedings, detainer,
ejectment or otherwise and remove all occupants thereof and, at
Landlord's option, any property therein, without being liable to
indictment, prosecution or damages therefor.

            (f)  No expiration or termination of the Term
pursuant to Section 26(e), by operation of law or otherwise, and
no repossession of the Premises or any part thereof pursuant to
Section 26(c), or otherwise, and no reletting of the Premises or
any part thereof pursuant to Section 26(d) shall relieve Tenant
of its liabilities and obligations hereunder, all of which shall
survive such expiration, termination, repossession or reletting.

            (g)  In the event of any expiration or termination of
this Lease by reason of an occurrence of an Event of Default, and
Landlord has not elected to accelerate rent pursuant to Section
26(b), Tenant shall pay to Landlord the Base Rent, Additional
Rent and other sums required to be paid by Tenant to and
including the date of such expiration or termination; and,
thereafter, Tenant shall, until the end of what would have been
the expiration of the Term in the absence of such expiration or
termination, and whether or not the Premises or any part thereof
shall have been relet, be liable to Landlord for, and shall pay
to Landlord, as liquidated and agreed current damages, the Base
Rent, Additional Rent and other sums which would be payable under
this Lease by Tenant in the absence of such expiration or
termination, less the net proceeds, if any, of any reletting
effected for the account of Tenant pursuant to Section 26(d),
after deducting from such proceeds all of Landlord's expenses in
connection with such reletting (including, without limitation,
all related repossession costs, brokerage commissions, legal
expenses, attorneys' fees, employees' expenses, alteration costs
and expenses of preparation for such reletting).  Tenant shall
pay such current damages on the days on which the Base Rent would
have been payable under this Lease in the absence of such
expiration or termination, and Landlord shall be entitled to
recover the same from Tenant on each such day.

<PAGE>

            (h)  Any time after such expiration or termination of
this Lease or repossession of the Premises or any part thereof by
reason of the occurrence of an Event of Default, whether or not
Landlord shall have collected any current damages pursuant to
Section 26(g), Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord on demand, unless Tenant has
paid the whole of accelerated rent pursuant to  Section 26(b), as
and for liquidated and agreed final damages for Tenant's default
and in lieu of all current damages beyond the date of such demand
(it being agreed that it would be impracticable or extremely
difficult to fix the actual damages), an amount equal to (x) the
excess, if any, of (i) Base Rent, Additional Rent and other sums
which would be payable under this Lease for the remainder of the
Term from the date of such demand (or, if it be earlier, the date
to which Tenant shall have satisfied in full its obligations
under Section 26(g) to pay current damages) for what would have
been the then-unexpired term of this Lease in the absence of such
expiration, termination or repossession, discounted at the rate
of two percent (2%) per annum, over (ii) the then-fair rental
value of the Premises for the same period, discounted at a like
rate, plus (y) those costs, charges and expenses reimbursable to
Landlord under Section 26(j).  If any statute or rule of law
shall validly limit the amount of such liquidated final damages
to less than the amount above agreed upon, Landlord shall be
entitled to the maximum amount allowable under such statute or
rule of law.

            (i)  In the event of a breach or threatened breach by
Tenant of any of the agreements, conditions, covenants or terms
of this Lease, Landlord shall have the right to seek an
injunction to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other
remedies, indemnities or reimbursements are herein provided.  The
rights and remedies given to Landlord in this Lease are distinct,
separate and cumulative remedies, and no one of them, whether or
not exercised by Landlord, shall be deemed to be in exclusion of
any of the others.

            (j)  Tenant shall pay upon demand all of Landlord's
costs, charges and expenses, including all repossession costs,
brokerage commissions, alteration costs and expenses of
reletting, and fees and out-of-pocket expenses of legal counsel,
agents and others retained by Landlord incurred in enforcing
Tenant's obligations hereunder or incurred by Landlord in any
litigation, negotiation or transaction in which Tenant causes
Landlord, without Landlord's fault, to become involved or
concerned, together with interest at the Overdue Interest Rate
from the date incurred by Landlord to the date of payment by
Tenant.

            (k)  Tenant agrees that this Lease sets forth all
notices that Landlord may be required to give in connection with
the exercise of remedies and waives any and all further notices
of default, termination, to quit or otherwise that may be
required under any present or future laws.

            (l)  Landlord may exercise any other remedy, at law
or in equity, now or hereafter available to Landlord.

     27.    Landlord Default.  In the event Landlord fails to
            ________________
perform any of the agreements, terms, covenants or conditions of
this Lease required to be performed by Landlord, Tenant shall
have, as its sole remedy, the right to institute a lawsuit
against Landlord for damages resulting from such failure.

<PAGE>

     28.    Requirement of Strict Performance.  The failure or
            _________________________________
delay on the part of Landlord to enforce or exercise at any time
any of the provisions, rights or remedies in the Lease shall in
no way be construed to be a waiver thereof, or in any way to
affect the validity of this Lease or any part thereof, or the
right of Landlord to thereafter enforce each and every such
provision, right or remedy.  No waiver of any breach of this
Lease shall be held to be a waiver of any other or subsequent
breach.  The receipt by Landlord of Base Rent or Additional Rent
at a time when Base Rent or Additional Rent is in default under
this Lease shall not be construed as a waiver of such default.
The receipt by Landlord of a lesser amount than Base Rent or
Additional Rent due shall not be construed to be other than a
payment on account of Base Rent or Additional Rent then due, and
any statement on Tenant's check or any letter accompanying
Tenant's check to the contrary shall not be deemed an accord and
satisfaction, and Landlord may accept such payment without
prejudice to Landlord's right to recover the balance of Base Rent
or Additional Rent due or to pursue any other remedies provided
in this Lease.  No act or thing done by Landlord or Landlord's
agents or employees during the Term of this Lease shall be deemed
an acceptance of a surrender of the Premises and no agreement to
accept such a surrender shall be valid unless in writing and
signed by Landlord.

     29.    Surrender of Premises; Holding Over.


            _____________________

            (a)  This Lease shall terminate and Tenant shall
deliver up and surrender possession of the Premises to Landlord
on the last day of the Term hereof, and Tenant hereby waives the
right to any notice of termination or notice to quit.  Upon the
expiration or sooner termination of this Lease, Tenant covenants
to deliver up and surrender possession of the Premises in the
same condition in which Tenant has agreed to maintain and keep
the same during the Term of this Lease in accordance with the
provisions of this Lease, normal wear and tear excepted.

            (b)  If Landlord agrees in writing that Tenant may
hold over after the expiration or termination of this Lease,
unless the parties hereto otherwise agree in writing on the terms
of such holding over, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than five (5)
days advance written notice, or by Tenant at any time upon not
less than thirty (30) days advance written notice, and all of the
other terms and provisions of this Lease shall be applicable
during that period, except that Tenant shall pay Landlord from
time to time upon demand, as Base Rent for the period of any hold
over, an amount equal to double the Base Rent in effect on the
termination date, computed on a daily basis for each day of the
hold over period.  No holding over by Tenant, whether with or
without consent of Landlord, shall operate to extend this Lease
except as otherwise expressly agreed by Landlord in writing.  The
foregoing notwithstanding, if Landlord does not agree in writing
that Tenant may hold over after the expiration or termination of
this Lease, Landlord, in addition to accepting the daily Base
Rent during the period of such holding over, as hereinabove
provided, shall be entitled to pursue all remedies at law and in
equity to which Landlord is entitled, including, without
limitation, rights to ejectment and damages.

     30.    Compliance With Laws and Ordinances.
            ___________________________________

            (a)  In General.  At its sole cost and expense,
                 __________
Tenant shall promptly fulfill and comply with all laws,
ordinances, regulations and requirements of the municipal,
county, state

<PAGE>

and federal governments and any and all departments thereof
having jurisdiction over the Property, and of the National Board
of Fire Underwriters or any other similar body now or hereafter
constituted, affecting Tenant's occupancy of the Premises or the
business conducted therein.

            (b)  Environmental Matters.
                 _____________________
                 (i)   Tenant represents and warrants that
Tenant's use does not, and its use of the Premises will not,
involve the use, maintenance, storage or discharge of materials
or substances that are defined or listed as hazardous or toxic by
any federal, state or municipal statutes, ordinances, laws rules
or regulations (collectively, "Hazardous Substances") other than
                               ____________________
materials of the type and in the quantities customarily found in
general office use, such as cleaning supplies and copier and
printer toner fluids ("Permitted Substances").  Tenant shall
                       ____________________
comply with all federal, state and municipal statutes,
ordinances, laws, rules and regulations relating to the storage,
use, discharge and disposal of such Permitted Substances.

                 (ii)   In the event any present or future
federal, state or municipal statute, ordinance, law, rule or
regulation requires Landlord or Tenant to obtain a clearance
certificate or declaration of non-applicability, similar or
dissimilar to those required by the New Jersey Industrial Site
Recovery Act, upon the expiration or sooner termination of this
Lease and/or any transfer of title to the Property, Tenant shall
apply therefor, or execute and deliver an application therefor to
Landlord without delay, and take such action as may be necessary
under such applicable statute, ordinance, law, rule or regulation
to obtain such clearance certificate or declaration.

            (c)  Recycling.  Tenant agrees to comply with all
                 _________
laws, ordinances, rules and regulations regarding the removal of
solid waste, including but not limited to voluntary or mandatory
recycling of paper, cardboard, glass, metal and plastic
containers.  Tenant shall be responsible for and shall reimburse
Landlord upon demand for all surcharges, fines and other costs
and expenses incurred by Landlord by reason of Tenant's failure
to comply with all applicable recycling requirements.

            (d)  ADA Compliance.  The parties acknowledge that
                 ______________
the Americans With Disabilities Act of 1990 (42 U.S.C. Section
12101 et seq.) and regulations and guidelines promulgated
thereunder, as all of the same may be amended and supplemented
from time to time (collectively referred to herein as the "ADA")
establish requirements for business operations, accessibility and
barrier removal, and that such requirements may or may not apply
to the Premises and Property depending on, among other things:
(1) whether Tenant's business is deemed a "public accommodation"
or "commercial facility", (2) whether such requirements are
"readily achievable", and (3) whether a given alteration affects
a "primary function area" or triggers "path of travel"
requirements.  The parties hereby agree that:  (a) Landlord shall
perform any required ADA Title III compliance in the common
areas, except as provided below, (b) Tenant shall perform any
required ADA Title III compliance in the Premises including any
leasehold improvements or other work to be performed in the
interior areas of the Premises (other than work included in the
Tenant Finish Work to be performed by Landlord pursuant to
Section 48) and (c) Landlord may perform and/or require that
Tenant perform and Tenant shall be responsible for the costs of,
ADA Title III "path of travel" compliance in the common areas

<PAGE>

triggered by alterations in the Premises made by Tenant after the
Commencement Date.  Tenant shall be solely responsible for
requirements under Title I of the ADA relating to Tenant's
employees.

     31.    Use and Occupancy Taxes, Sales Taxes, and Other
            _______________________________________________
Taxes.  Landlord shall collect and Tenant shall be obligated to
_____
pay to Landlord all amounts owing to the Commonwealth of
Pennsylvania and any other governmental authority for use and
occupancy taxes or sales taxes with respect to the Premises or
the rentals payable under this Lease.  These payments shall be
made monthly at the time Tenant's Base Rent payments are due.
Payments representing amounts due for use and occupancy taxes or
sales taxes shall not be abated during any period that Base Rent
is abated pursuant to the terms of this Lease.  Tenant shall be
liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Premises,
and if any such taxes for which Tenant is liable are in any way
levied or assessed against Landlord, Tenant shall pay to Landlord
upon demand that part of such taxes for which Tenant is primarily
liable hereunder.

     32.    Waiver of Trial by Jury.  IT IS MUTUALLY AGREED BY
            _______________________
AND BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES
HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON
ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE
OF OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR
DAMAGE.  IT IS FURTHER MUTUALLY AGREED THAT IN THE EVENT LANDLORD
COMMENCES ANY SUMMARY PROCEEDING FOR NON-PAYMENT OF RENT, TENANT
WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR
DESCRIPTION IN ANY SUCH PROCEEDING.

     33.    Notices.  All notices or demands under this Lease
            _______
shall be in writing and shall be given or served by either
Landlord or Tenant to or upon the other, either personally, by
Registered or Certified Mail, Return Receipt Requested, postage
prepaid, or by Fed Ex or other nationally recognized overnight
delivery service, delivery charges prepaid.  Such notices and
demands shall be addressed, if to Landlord, to Landlord at
Landlord's Address, and if to Tenant, to Tenant at Tenant's
Address.  All notices and demands shall be deemed given or served
upon the date of receipt or refusal of delivery thereof, if
delivered personally, or three (3) business days after the date
deposited with the United States Postal Service, or one (1)
business day after the date delivered to the overnight delivery
service, even if the recipient shall fail or refuse to accept
delivery of such notice or demand.  Either Landlord or Tenant may
change its address to which notices and demands shall be
delivered or mailed by giving written notice of such change to
the other as herein provided.

     34.    Notice to Lender.  If the Premises or the Property or
            ________________
any part thereof are at any time subject to a mortgage or other
similar instrument and this Lease or the rentals are assigned to
such mortgagee, trustee or beneficiary and the Tenant is given
written notice thereof, including the post office address of such
assignee, then Tenant shall not terminate this Lease or abate
rentals for any default on the part of Landlord without first
giving written notice by certified or registered mail, return
receipt requested, to such assignee, specifying the default in

<PAGE>

reasonable detail, and affording such assignee a reasonable
opportunity to make performance, at its election, for and on
behalf of the Landlord.

     35.    Real Estate Brokers.  Tenant warrants to Landlord
            ___________________
that Tenant dealt and negotiated only with LMS Commercial Real
Estate and Landlord for this Lease and with no other broker,
firm, company or person.  Tenant hereby agrees to indemnify,
defend and hold Landlord harmless from and against any and all
claims, suits, proceedings, damages, obligations, liabilities,
counsel fees, costs, losses, expenses, orders and judgments
imposed upon, incurred by or asserted against Landlord by any
broker or agent claiming by, through or under Tenant.

     36.    Force Majeure.  Landlord shall be excused for the
            _____________
period of any delay in the performance of any of its obligations
under this Lease, when prevented from so doing by any cause or
causes beyond Landlord's reasonable control, which shall include,
without limitation, delay in obtaining possession of the Premises
due to the holdover by an existing occupant, all labor disputes,
strikes, inability to obtain any materials or services, civil
commotion, restrictions, limitations or delays caused by
governmental regulations or governmental agencies, adverse
weather conditions or acts of God, each of which shall be an
event of "Force Majeure".
          _____________

     37.    Landlord's Obligations.  Landlord's obligations
            ______________________
hereunder shall be binding upon Landlord (and each successor
Landlord) only for the period of time that such Landlord is in
ownership of the Property, and upon termination of that
ownership, except as to any obligations which have then matured,
Tenant shall look solely to such Landlord's successor in interest
in the Property for the satisfaction of each and every obligation
of Landlord hereunder.  If any Security Deposit has been made by
Tenant, Landlord shall transfer such Security Deposit to the
purchaser and thereupon the transferring Landlord shall be
discharged from any further liability with respect thereto.

     38.    Landlord's Liability.  Notwithstanding any provision
            ____________________
to the contrary contained in this Lease, Tenant shall look solely
to the estate and interest of Landlord in and to the Property,
and Landlord shall have no personal liability, in the event of
any claim against Landlord arising out of or in connection with
this Lease, the relationship of Landlord and Tenant, or Tenant's
use of the Premises, and Tenant agrees that the liability of
Landlord arising out of or in connection with this Lease, the
relationship of Landlord and Tenant, or Tenant's use of the
Premises shall be limited solely to such estate or interest of
Landlord in and to the Property and that Landlord shall have no
personal liability as provided above in this sentence.  No
properties or assets of Landlord other than the estate and
interest of Landlord in and to the Property, and no property
owned by any partners, officer, member, director or trustee in or
of Landlord, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or
other judicial process) or for the satisfaction of any other
remedy of Tenant arising out of or in connection with this Lease,
the relationship of Landlord and Tenant or Tenant's use of the
Premises.  Further, in no event whatsoever shall any partner,
officer, member, director or trustee in or of Landlord have any
liability or responsibility whatsoever arising out of or in
connection with this Lease, the relationship of Landlord and
Tenant or Tenant's use of the Premises.

     39.    Liability of Tenant.  If there be more than one
            ___________________
Tenant, the obligations hereunder imposed upon Tenant shall be
joint and several.  The obligations hereunder imposed upon Tenant
shall be the joint and several obligations of Tenant and
Guarantor, and Landlord need not

<PAGE>

first proceed against Tenant before proceeding against Guarantor
nor shall Guarantor be released from its guaranty for any reason
whatsoever, including without limitation, in case of any
amendments hereto, waivers hereof or failure to give such
guarantor any notice hereunder.

     40.    Financial Statements.  Within thirty (30) days

            ____________________
following Landlord's written request therefor, Tenant shall
deliver to Landlord a copy of Tenant's most recent financial
statements (consisting, at a minimum, of Tenant's current annual
report) for Tenant's fiscal year just ended, certified by an
independent certified public accountant as presenting fairly, in
all material respects, the financial position of Tenant and the
results of its operations in accordance with generally accepted
accounting principles.

     41.    Successors.  The respective rights and obligations of
            __________
Landlord and Tenant under this Lease shall bind and shall inure
to the benefit of Landlord and Tenant and their legal
representatives, heirs, successors and assigns, provided,
however, that no rights shall inure to the benefit of any
successor of Tenant unless Landlord's written consent to the
transfer to such successor has first been obtained as provided in
Section 14 above.

     42.    Governing Law.  This Lease shall be construed,
            _____________
governed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.

     43.    Severability.  If any provisions of this Lease shall
            ____________
be held to be invalid, void or unenforceable, the remaining
provisions of this Lease shall in no way be affected or impaired
and such remaining provisions shall continue in full force and
effect.

     44.    Captions.  Any headings preceding the text of the
            ________
several Sections of this Lease are inserted solely for
convenience of reference and shall not constitute a part of this
Lease or affect its meaning, construction or effect.

     45.    Gender.  As used in this Lease, the word "person"
            ______
shall mean and include, where appropriate, an individual,
corporation, partnership or other entity; the plural shall be
substituted for the singular, and the singular for the plural,
where appropriate; and words of any gender shall mean and include
any other gender.

     46.    Execution.  The submission and negotiation of this
            _________
Lease by Landlord shall not be deemed an offer to lease by
Landlord, but merely the solicitation of such an offer from
Tenant.  Tenant's execution and delivery of this Lease
constitutes a firm offer which may not be withdrawn for a period
of thirty (30) days after delivery to Landlord.  This Lease shall
only become effective when it has been signed by a duly
authorized officer or representative of both Landlord and Tenant.

     47.    Entire Agreement.  This Lease, including the
            ________________
Exhibits, contains all the agreements, conditions,
understandings, representations and warranties made between
Landlord and Tenant with respect to the subject matter hereof,
and may not be modified orally or in any manner other than by an
agreement in writing signed by both Landlord and Tenant or their
respective successors in interest.

     48.    Tenant Finish Work.
            __________________

<PAGE>

            (a)  In General.  Landlord shall construct Tenant
                 __________
Finish Work in the Premises in accordance with Exhibit "B"
attached hereto.  Landlord shall use diligent efforts to have the
Premises Substantially Completed by the Scheduled Commencement
Date, subject to delays caused by Tenant ("Tenant Delays"), Force
                                           _____________
Majeure or other causes beyond Landlord's reasonable control, any
of which shall extend the Scheduled Commencement Date for a
period equal to the total of the duration of each such delay.
Tenant shall also pay to Landlord as Additional Rent on the
Commencement Date of the Term an amount equal to the aggregate
number of days of delay due to Tenant Delays, multiplied by the
annual Base Rent for the first year of the Term of the Lease,
divided by three hundred sixty five (365) days.

            (b)  Substantial Completion.  The terms
                 ______________________
"Substantially Completed" and "Substantial Completion" shall
 _______________________       ______________________
mean:

                 (i)   Landlord has completed the Tenant Finish
Work so that (i) Tenant can use the Premises for its business
purposes and (ii) the only incomplete items are Long Lead Items
and other punchlist items, including but not limited to minor
details of construction and mechanical adjustments.  As used
herein, "Long Lead Items" are items of construction which require
         _______________
longer than eight (8) weeks to order and install in the Premises.

                 (ii)  Landlord has secured a temporary
certificate of occupancy from Manheim Township or the Township
has otherwise authorized the use and occupancy of the Premises
(provided that this requirement shall not apply if a temporary
certificate of occupancy is not available due to work performed
or to be performed by Tenant and its separate contractors).

                 (iii) Tenant, its employees, agents, and
invitees, have ready access to the Building and Premises through
the lobby, entranceways, elevators, and hallways.

                 (iv)  the Premises are ready for the
installation of Tenant's Property (as defined below), or any
decoration that Tenant will install.

                 (v)   The following items are installed and in
good operating order:  (i) elevators, HVAC, utilities, and
plumbing serving the Premises and (ii) the doors and hardware
(which may be temporary doors and hardware if the items specified
are Long Lead Items).

                 (vi)  the Premises are broom clean.

            (c)  Advance Notice.  Landlord shall give Tenant at
                 ______________
least five (5) days advance notice of the estimated date of
Substantial Completion if different from the Scheduled
Commencement Date.  If the estimated date of Substantial
Completion changes at any time after Landlord gives such notice,
then Landlord shall give five (5) days advance notice of the new
estimated date of Substantial Completion.

            (d)  Inspection and Punchlist.  Prior to or within
                 ________________________
ten (10) days following the Commencement Date, Landlord and
Tenant shall inspect the Premises, and prepare a punchlist.  The
punchlist shall list incomplete, minor, or insubstantial details
of construction; necessary mechanical adjustments; and needed
finishing touches.  Landlord will use reasonable efforts to
complete the correction of punchlist items within thirty (30)
days after such inspection.

<PAGE>

            (e)  Installation of Tenant's Property.  During the
                 _________________________________
last twenty (20) days prior to the estimated date of Substantial
Completion, Tenant and Tenant's contractors may place and install
Tenant's furniture, trade fixtures, equipment and other personal
property (together "Tenant's Property") in the Premises without
                    _________________
triggering the Commencement Date or incurring liability on the
part of Tenant for Base Rent or Additional Rent, provided,
however (1) prior to any such installation, Tenant shall provide
Landlord with evidence of Tenant's insurance as provided in
Section 17 hereof, (2) all of the other terms and conditions of
the Lease shall apply during the installation of Tenant's
Property, (3) Tenant and Tenant's contractors shall not interfere
with the completion of the Tenant Finish Work and (4) in the
event of a work stoppage in the Tenant Finish Work caused by the
installation of Tenant's Property or in the event of the
interference by Tenant or Tenant's contractors installing
Tenant's Property with Landlord's construction, Tenant or
Tenant's contractors, as the case may be, shall immediately cease
work and suspend the installation of Tenant's Property until the
completion by Landlord of the Tenant Finish Work.

            (f)  Tenant Improvements.  If Tenant desires to
                 ___________________
construct finish work ("Tenant Improvements") beyond the Tenant
                        ___________________
Finish Work specified on Exhibit "B" attached hereto, Tenant
shall do so at Tenant's sole cost and expense.  Such Tenant
Improvements shall be subject to Landlord's prior written consent
and performed in compliance with Sections 10 and 11 hereof.

            (g)  Exterior Finishes.  Landlord shall construct the
                 _________________
exterior facade of the Building in accordance with the standard
finish work shown on the architectural drawings described as
Lausch Lane Project prepared by Light-Heigel & Associates, Inc.
dated February 24, 2005, last revision April 22, 2005 (the
"Standard Facade").  If Tenant desires to make adjustments, which
adjustments shall require Landlord's prior written consent, to
the plans for the Standard Facade, and such adjustments increase
the cost of the exterior facade beyond that for the Standard
Facade, Tenant shall bear such increase in cost.  Tenant shall be
required to advance the amount of such increase promptly upon
Landlord's approval of such adjustments.

     49.    Option to Renew.  Landlord hereby grants Tenant three
            _______________
(3) options to renew the Term of the Lease, upon the following
terms and conditions:

            (a)  The first renewal term (such renewal term, once
exercised, is referred to in this Section as the " First Renewal
                                                   _____________
Term") shall be for five (5) years, commencing on the next day
____
following the expiration date of the initial Term of this Lease;

            (b)  The second renewal term (such renewal term, once
exercised, is referred to in this Section as the "Second Renewal
                                                  ______________
Term") shall be for five (5) years, commencing on the next day
____
following the expiration date of the First Renewal Term of this
Lease;

            (c)  The third renewal term (such renewal term, once
exercised, is referred to in this Section as the "Third Renewal
                                                  _____________
Term") shall be for four (4) years and eleven (11) months,
____
commencing on the next day following the expiration date of the
Second Renewal Term of this Lease;

<PAGE>

            (d)  Except as provided below, Tenant must exercise
the first renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the initial Term;

            (e)  Except as provided below, Tenant must exercise
the second renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the First Renewal Term;

            (f)  Except as provided below, Tenant must exercise
the third renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the Second Renewal Term;

            (g)  At the time Tenant delivers its notice of
election to renew for any Renewal Term to Landlord, this Lease
shall be in full force and effect, Tenant shall not have assigned
this Lease or sublet the Premises, and no Event of Default shall
have occurred and be continuing hereunder;

            (h)  The First Renewal Term, the Second Renewal Term
and the Third Renewal Term shall each be upon the same terms,
covenants and conditions contained in the Lease, except that the
Annual Base Rent shall be the Annual Base Rent applicable to such
First Renewal Term, Second Renewal Term or Third Renewal Term, as
shown on the Reference Data; and

            (i)  There shall be no further privilege of renewal.

            (j)  If Tenant exercises these option to renew,
Landlord and Tenant shall execute and deliver an amendment to
this Lease confirming the commencement and expiration dates of
the First Renewal Term, Second Renewal Term or Third Renewal
Term, as applicable, and any other relevant terms and conditions
agreed upon by Landlord and Tenant applicable during such First
Renewal Term, Second Renewal Term or Third Renewal Term.  In such
event the term "Term" whenever used herein shall be deemed to
                ____
include such First Renewal Term, Second Renewal Term and Third
Renewal Term.

     50.    Naming Rights.  Provided that Tenant continues to
            _____________
occupy the Third Floor, or at least one third (1/3rd) of the
Premises, subject to Landlord's prior written consent, which
shall not be unreasonably withheld, Tenant shall have the right
to designate the name by which the Building shall be commonly
known.  At Tenant's cost and expense Landlord shall include the
building name so designated by Tenant in the Building's signage.

     51.    ATM Machine.  For so long as Tenant continues to
            ___________
occupy the Third Floor, or at least one third (1/3rd) of the
Premises, Tenant shall have the right and license to install and
operate, at Tenant's sole cost and expense, an ATM machine in a
location mutually agreed upon by Landlord and Tenant.   Tenant's
installation and operation of such ATM machine shall be at
Tenant's sole risk and expense.  Tenant shall be responsible for
providing all security that may be required with respect to the
ATM machine and shall indemnify and hold Landlord harmless from
and against all loss, cost and expense arising out of or in
connection with the installation and operation of the ATM
machine.  Without limiting the foregoing, Tenant shall pay all
electric charges for operation of the ATM machine and reimburse
Landlord for any additional

<PAGE>

maintenance costs incurred due to the presence of the ATM
machine.  Upon the expiration or sooner termination of this Lease
Tenant shall remove the ATM machine and restore the affected
portion of the Building to its condition prior to the
installation thereof.

     52.    Right of First Offer.  Provided that no Event of
            ____________________
Default has occurred and is then continuing under this Lease,
Tenant shall, during the Lease Term, have a right of first offer
(a "Right of First Offer"), subject to the terms of this Section,
    ____________________
to purchase the entirety (but not less than the entirety) of the
Property, in accordance with the terms of this Section.

            (a)  In the event, during the Term, (i) Landlord
shall determine, in its sole and absolute discretion, that
Landlord desires to sell the Property, or (ii) Landlord shall
receive an unsolicited offer to purchase the Property for a third
party which Landlord contemplates accepting, Landlord shall
notify Tenant in writing of Landlord's intent to market the
Property (the "Offer Notice").  The Offer Notice shall disclose
               ____________
to Tenant Landlord's asking price for the Property (the "Offer
                                                         _____
Price").
_____

            (b)  The following provisions shall govern the
exercise by Tenant of its Right of First Offer:

                 (i)   Tenant shall have fifteen (15) business
days after receipt of the Offer Notice to (A) exercise its Right
of First Offer by giving Landlord written notice of Tenant's
election to acquire all (but not less than all) of the Property
at the Offer Price (an "Election Notice"), or (B) elect not to

                        _______________
exercise its Right of First Offer for the acquisition of the
Property.  Tenant's failure to timely respond to the Offer Notice
shall constitute Tenant's election not to exercise its Right of
First Offer.

                 (ii)  If Tenant elects (whether by failure to
respond within the requisite time period or otherwise) not to
exercise its Right of First Offer, Landlord shall be free to
offer the Property for sale to the public at such price and on
such terms as Landlord deems appropriate in its sole and absolute
discretion.

                 (iii) In the event Tenant exercises its Right of
First Offer within the fifteen (15) business day period described
in Section 52(b)(i) above, then Tenant and Landlord shall execute
an Agreement of Purchase and Sale for the Property in accordance
with subsection (c), below.

                 (iv)  If Tenant fails or declines to exercise
its Right of First Offer under this Section, and Landlord enters
into a sale contract for the Property with a prospective
purchaser which is no longer subject to Tenant's Right of First
Offer hereunder, Landlord shall be under no obligation thereafter
to inform Tenant of any modifications or amendments to such
contract entered into after its execution, notwithstanding that
the effect of such amendment may be to reduce the purchase price
for the Property, and any such price reduction shall be fully
effective, free and clear of any right of Tenant under this
Section, it being agreed that Tenant's Right of First Offer shall
forever terminate and thereafter be null and void and of no force
or effect upon the Landlord's entry into any contract of sale for
the Property.

            (c)  Within ten (10) days after receipt of Tenant's
Election Notice, Landlord shall prepare and deliver to Tenant an
Agreement of Purchase and Sale (the "Agreement of
                                     ____________

<PAGE>

Sale") which shall:  (i) evidence the parties non-contingent
____
binding obligation to sell (as to Landlord) and to purchase (as
to Tenant) the Property at and for the Offer Price, (ii) provide
for the immediate payment of a deposit from Tenant to Landlord in
an amount equal to ten percent (10%) of the Offer Price, (iii)
provide for closing thereunder on an all cash basis not later
than ninety (90) days after the date of the Offer Notice, (iv)
provide for the sale of the Property on an "as-is, where-is"
basis without representations or warranties of any kind, (v)
limit Tenant's damages as a result of its default under the
Agreement of Sale to the amount of the deposit set forth in
subsection (ii) above, provided that in the event Tenant contests
Landlord's right to receive and retain such deposit, and Landlord
prevails in such contest, Landlord shall be entitled to recover
from Tenant its reasonable attorneys fees and court costs in
addition to forfeiture of the deposit, and (vi) evidence such
other terms and conditions as Landlord and Tenant may mutually
agree.  Tenant and Landlord shall agree on the content of the
Agreement of Sale within twenty (20) days after delivery thereof
to Tenant, and thereafter shall execute the Agreement of Sale and
deliver same, prepared in accordance with the foregoing
requirements, not later than forty (40) days after the date of
the Offer Notice.

            (d)  In the event Tenant fails or declines to
exercise its Right of First Offer within the requisite time
periods in accordance with this Section, or in the event Tenant
fails or declines to execute and deliver the Agreement of Sale
within the requisite time period after Tenant exercises its Right
of First Offer, then Tenant's Right of First Offer shall be
extinguished and be of no further force and effect unless
Landlord does not execute a contract for sale of the Property for
a period of ten (10) months thereafter and Landlord shall have
the right to enter into a contract to sell the Property or any
part thereof to any other party during such ten (10) month period
without any further notification to Tenant.

            (e)  Time is of the essence in this Section.

            (f)  Tenant acknowledges and agrees that this Right
of First Offer and any other rights granted under this Section
are granted exclusively to Tenant and not to any assignee or
sublessee of Tenant.

            (g)  In the event (A) Tenant declines to exercise its
option under the Right of First Offer described above, and
Landlord has not entered into a contract to sell the Leased
Premises for a period of ten (10) months after Tenant first
declined or failed to act upon such right, and (ii) after
expiration of such ten (10) month period, Landlord at any time
thereafter and during the Term determines in its sole and
absolute subjective discretion to offer the Property for sale,
then:  (x) Landlord agrees to notify Tenant in accordance with
the terms of this Section, and (y) Tenant's Right of First Offer
shall remain in effect strictly in accordance with the terms and
provisions of this Section.

            (h)  In the event Tenant exercises its Right of First
Offer as granted herein, pending the exercise thereof and the
date of closing thereon, Tenant agrees that (i) it will remain in
possession of the Premises solely under this Lease and not as a
purchaser in possession or under an alleged pre-occupancy
agreement, (ii) possession of fee simple ownership shall be given
only upon the consummation of closing under the Agreement of
Sale, (iii) until consummation of closing under the Agreement of
Sale, Tenant will continue to pay the Rent and all additional
rent hereunder as the same become due and payable, with the
understanding that a

<PAGE>

Default hereunder shall entitle Landlord to exercise its rights
hereunder as if the Agreement of Sale did not exist, and (iv) in
the event of a default under the Agreement of Sale or for any
reason closing thereunder is not consummated, this Lease shall
remain in full force and effect unaffected thereby (provided that
in the event the closing is not consummated by reason of Tenant's
default under the Agreement of Sale, the terms and provisions of
this Section shall thereafter be null and void).

     53.    Guaranty.  Guarantor hereby agrees to guaranty the
            ________
obligations of Tenant under this Lease in accordance with the
terms and conditions set forth herein, and to execute a Guaranty
Agreement in form and substance acceptable to Landlord upon the
request of Landlord.

     54.    Exhibits .  Attached to this Lease and made part
            ________
hereof are Exhibits A, B, and C.



(next page is signature page)

<PAGE>

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


WITNESS OR ATTEST:             LANDLORD:

                               LAUSCH LANE ASSOCIATES, LP
                               a Pennsylvania limited partnership

/s/ Brenda S Cook              By: /s/ Joseph W. Deerin
__________________________        _________________________
                                  Name:  Joseph W. Deerin
                                  Title: Member


WITNESS OR ATTEST:             TENANT:


                               UNION NATIONAL COMMUNITY BANK, a
                               National Banking Association

/s/ Christine Power            By: /s/ Mark D. Gainer
__________________________        __________________________
                                  Name: Mark D. Gainer
                                  Title: President  & CEO


Acknowledged and Agreed to by the Guarantor
for the purposes of Section 53 only:

UNION NATIONAL FINANCIAL CORPORATION,
a Pennsylvania corporation

By: /s/ Mark D. Gainer
   _____________________________
Name:  Mark D. Gainer
Title: President & CEO

<PAGE>

                          EXHIBIT A

                LEGAL DESCRIPTION OF THE LAND
                _____________________________
Description of Lot 1
for Blackford Development
Manheim Township, Lancaster County, Pennsylvania

ALL THAT CERTAIN lot situate on the east side of Lausch Lane (T-
705) in Manheim Township, Lancaster County, Pennsylvania; being
known as Lot 1 as shown on a Plan prepared by RETTEW Associates,
Inc. dated September 22, 2004, last revised March 23, 2005,
drawing number 03-03337-008, recorded in the office for the
recording of deeds in and for Lancaster County, Pennsylvania, in
Subdivision Plan Book J-     , page        , and being more fully
bounded and described as follows:

BEGINNING AT A POINT on the proposed east right-of-way line of
Lausch Lane (55' wide); thence along land, now or late, of Gerald
R. Horst N 86  43' 43" E, a distance of 200.76' to a 1/2" rebar
(found), a corner of land of Granite Properties; thence along the
same S 05  45' 59" E, a distance of 556.29' to a point; said last
mentioned course having crossed over a 5/8" rebar located a
distance of 0.29' north of the terminus of said course; thence
along other land of Granite Properties S 84  13' 32" W, a
distance of 95.00' to a point, a corner of Lot 2; thence along
the same the following two (2) courses and distances: 1) N 05
45' 59" W, a distance of 286.47' to a point, and 2) N 80  55' 55"
W, a distance of 181.72' to a point on the proposed east right-
of-way line of Lausch Lane; thence along the same the following
two (2) courses and distances: 1) on a line curving to the left
having a radius of 554.50', an arc distance of 96.31', the chord
of said arc being N 14  02' 39" E, a distance of 96.19' to a
point, and 2) N 09  04' 05" E, a distance of 146.43' to the POINT
AND PLACE OF BEGINNING.

CONTAINING:     2.038 acres.

SUBJECT TO A drainage easement extending through this Lot as
shown on the above-referenced Plan.

SUBJECT TO clear sight lines located in the northwest portion of
this Lot as shown on the above-referenced Plan.

<PAGE>

                         EXHIBIT B

                    TENANT FINISH WORK
                    __________________

Landlord shall prepare the Premises for Tenant's use to the
following specifications:


             Specifications for interior Finishes

LAUSCH LANE OFFICES

1. Walls

   a. All interior offices and related walls will be drywall.
      Walls will be finished painted and up to 80% of the walls
      are planned to be finished with vinyl wall covering. Wall
      covering allowance is $25.00 PSR.
   b. Wall in closets, utility areas and such like will be
      painted.
   c. The walls in the rest rooms will be finished with ceramic
      tile.

2. Ceilings

   a. The ceiling in the offices and related area will be
      Armstrong 2' X 2' cortago tegular suspended ceilings.
   b. The ceiling in closets and utility areas will be standard
      2' X 2' suspended ceilings.

4. Flooring

   a. The offices and related areas will be finished with carpet.
      Carpet cost based on commercial grade carpet with an
      allowance of $ 20.00 PSY installed.
   b. The baseboard in all areas where carpet is installed will
      be carpet base. The base will be ceramic in the areas where
      ceramic tile flooring is installed.
   c. The baseboard in closets and such like will be standard 4"
      vinyl base.
   d. Ceramic tile will be installed on the floors of the rest
      rooms and the lobby areas.

5. Door and trim

   a. All interior doors will be 1  "  solid core wood doors with
      oak or birch veneer.
   b. All trim in the building, including door jambs will be
      solid oak or birch. The trim will be a molded type.
   c. Architectural hardware to be commercial grade with brushed
      aluminum finish.
   d. Door side lights to be install in conference rooms and
      offices as selected.

6. Lighting

<PAGE>

   a. The lighting through out the offices and related area will
      be 2' X 4' lay-in florescent fixtures with chrome finished
      parabolic lens. The lighting levels will be typical of
      requirements of the area being lighted.
   b. Accent lighting will be used in areas like the lobbies,
      entries, and conference rooms.

7. Heating & Cooling

   a. The heating and cooling system will be gas heating and
      electric cooling.
   b. There will be four systems (zones) for each floor.

8. Rest Rooms

   a. Rest rooms will be installed on all floors as required by
      the ADA codes and Manheim Township plumbing code
      requirements. Kohler plumbing fixtures will be used in the
      rest rooms.
   b.

9. Automatic Sprinkler system.

   a. An automatic sprinkler system will be installed through-out
      the building as required by the building codes.

10. ADA and accessibility regulations

   a.  The building will be designed to meet the accessibility
       requirements as required by IBC 2003 building code ADA and
       accessibility codes.

11. Fire alarm system

   a. The sprinkler system will be monitored as required by the
      building code. Notice appliances (horn & strobes) will be
      install throughout the building in accordance with the
      building code requirements.

12. Building entry security system.

   a. The building entry doors will be equipped with an
      electronic entry system, for use by all tenants entering
      the building, during off hours. The exterior entry doors
      will be unlocked and locked electronically at agreed upon
      times.
   b. The passenger elevator will also be controlled by the same
      security entry system and will operate at agreed times, and
      the building occupants will be able to electronically
      operate the elevator during off hours.
   c. Should a tenant want their office entry door(s) to be
      controlled by the building electronic entry system, he can
      pay to have this system added to his entry door(s).
   d. Access cards or fobs will be available for the tenants from
      the security company at the tenants expense.

<PAGE>

                         EXHIBIT C

                FORM ESTOPPEL CERTIFICATE
                _________________________


TO:_________________ ("Landlord") and/or whom else it may
concern:


THIS IS TO CERTIFY:

   1.  That the undersigned is the Tenant under that certain
lease dated _____________, 200__, and, if applicable, amended on
___________________, by and between ___________________
("Landlord"), and the undersigned ("Tenant") covering those
certain premises located as shown on Exhibit A to the Lease (the
"Premises").

   2.  That said Lease is in full force and effect and, except as
noted in Paragraph 1 above has not been modified, changed,
altered or amended in any respect, and is the only Lease or
agreement between the Tenant and the Landlord affecting the
Premises.

   3.  To the best of Tenant's knowledge, the information
regarding the Lease set forth below is true and correct:
       (a)  Square Footage of the Premises:____________________

       (b)  Annual Base Rent as of the commencement of Lease:

       ___________________________________________________

       (c)  Current annual Base Rent (if different than at
            commencement):

       ___________________________________________________

       (d)  Commencement Date of Lease:__________________________

       (e)  Lease termination date:______________________________

       (f)  Rent paid to and including:__________________________

       (g)  Security Deposit:___________________________________

       (h)  Prepaid rent for and in amount of:___________________

       (i)  Amount of current monthly payment obligations with
            respect to Operating Costs under the Lease:

       __________________________

       (j)  Dates through which Tenant has paid monthly payments
            with respect to Operating Costs:

       __________________________

<PAGE>

   4. Tenant now occupies the Premises, accepts the Premises in
their current condition subject only to those punch list items
listed in Exhibit A, if any, and is not aware of any defect in
the Premises except as described in Exhibit A, if any.

   5. No rent has been paid in the current month other than as
disclosed in paragraph 3.  No free rent or other concessions,
benefits, or inducements other than as specified in the Lease
have been granted to Tenant or undertaken by the Landlord.

   6. Tenant has not been granted any renewal, expansion, or
purchase options and has not been granted any rights of first
refusal except as disclosed in writing in the Lease.

   7. Neither Tenant nor to the best of Tenant's knowledge,
Landlord is in breach of the Lease and there has not occurred any
event, act, omission or condition which by notice or lapse of
time or both or otherwise, will result in any breach by Tenant or
to the best of Tenant's knowledge, by Landlord.  As of the date
hereof, and except as set forth in the Lease, the undersigned is
entitled to no credit, offset or deduction in rent.  Tenant knows
of no liabilities or obligations of Landlord which have accrued
but are unsatisfied under the Lease as of the date of this
Certificate.

   8. To the best of Tenant's knowledge, there are no actions,
whether voluntary or otherwise, pending against the undersigned
under the bankruptcy laws or other laws for the relief of debtors
of the United States or any state thereof.

   DATED THIS _____ day of __________, 200__.


                                TENANT:

                                ______________________________
                                a



                                By: __________________________
                                    Name:
                                    Its:

<PAGE>
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{"company-data": {"conformed-name": "UNION NATIONAL FINANCIAL CORP / PA", "cik": "0000874482", "assigned-sic": "6021", "irs-number": "232415179", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19214", "film-number": "05838753"}, "business-address": {"street1": "101 E MAIN ST", "street2": "P O BOX 567", "city": "MOUNT JOY", "state": "PA", "zip": "17552", "phone": "7174922222"}, "mail-address": {"street1": "101 EAST MAIN ST", "street2": "P O BOX 567", "city": "MOUNT JOY", "state": "PA", "zip": "17552-0567"}}
SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                              Form 8-K

                           CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                  Date of Report - May 16, 2005

                 UNION NATIONAL FINANCIAL CORPORATION
        (Exact name of registrant as specified in its charter)

    Pennsylvania                0-19214            23-2415179
---------------------------    -------------      -----------

State or other jurisdiction (Commission File     (IRS Employer
    of Incorporation)             Number)       Identification
                                                   Number)

   101 East Main Street, P.O. Box 567
         Mount Joy, Pennsylvania                        17552
---------------------------------------            --------------
(Address of principal executive offices)              (Zip Code)

 Registrant's telephone number including area code:
                       (717) 653-1441
                        --------------

                                N/A
-----------------------------------------------------------------
   (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into a Material Definitive Agreement
           __________________________________________

           On May 16, 2005, Union National Community Bank, the
           wholly-owned banking subsidiary of Union National
           Financial Corporation, entered into a lease agreement
           with Lausch Lane Associates, LP for the lease of a
           three-story office building that is to be built at 570
           Lausch Lane in Manheim Township, PA.

           Union National Financial Corporation plans on
           relocating its headquarters to this location as well
           as the bank's commercial and business banking team.
           Union National plans on occupying one and a half
           floors of this building and will sublease the
           remaining one and a half floors of office space.  It
           is anticipated that this building will be ready for
           occupancy in early 2006 and payments under the lease
           agreement will begin when the building is ready for
           occupancy.  This lease will be classified as an
           operating lease and has an initial term of 15 years.
           Initial annual payments under this lease agreement
           will total $465,750 plus reimbursement to landlord of
           operating costs.  Partially offsetting these expenses
           will be any sublease payments received by Union
           National.  Union National Financial Corporation has
           guaranteed the obligations of Union National Community
           Bank under this lease.  The aforementioned lease
           agreement is attached as Exhibit 99.1 to this Current
           Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits
           _________________________________

           (c)  Exhibits.

           Exhibit No.   Description
           ___________   ___________
           99.1          Office Lease between Lausch Lane
                         Associates, LP as Landlord and Union
                         National Community Bank as Tenant for
                         570 Lausch Lane Lancaster, PA 17601
SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                             UNION NATIONAL FINANCIAL CORPORATION
                             (Registrant)

Dated: May 16, 2005          /s/Mark D. Gainer
                             ----------------------------------

                             Mark D. Gainer,
                             President & Chief Executive Officer
EXHIBIT INDEX

Exhibit                                                   Page
_______                                                   ____

99.1      Office Lease between Lausch Lane Associates,     5
          LP as Landlord and Union National Community
          Bank as Tenant for 570 Lausch Lane Lancaster,
          PA 17601
EXHIBIT 99.1

   Office Lease between Lausch Lane Associates, LP as Landlord
        and Union National Community Bank as Tenant for
              570 Lausch Lane Lancaster,PA 17601
OFFICE LEASE

                              between

                     LAUSCH LANE ASSOCIATES, LP

                            as Landlord

                                and

                    UNION NATIONAL COMMUNITY BANK

                             as Tenant

                                for

                          570 Lausch Lane
                    Lancaster, Pennsylvania 17601
TABLE OF CONTENTS

                                                          Page

1.   REFERENCE DATA.........................................1

2.   PREMISES...............................................2

3.   TERM...................................................2

4.   RENT...................................................2

5.   OPERATING COSTS........................................3

6.   LATE CHARGES...........................................6

7.   USE OF PREMISES........................................6

8.   COMMON AREAS...........................................6

9.   CONDITION OF PREMISES..................................7

10.  ALTERATIONS AND TRADE FIXTURES; REMOVAL................7

11.  MECHANICS' LIENS.......................................8

12.  BUILDING SERVICES......................................9

13.  CERTAIN RIGHTS RESERVED BY LANDLORD...................10

14.  ASSIGNMENT AND SUBLETTING.............................11

15.  ACCESS TO PREMISES....................................13

16.  REPAIRS...............................................14

17.  INDEMNIFICATION AND INSURANCE.........................14

18.  WAIVER OF CLAIMS......................................15

19.  QUIET ENJOYMENT.......................................16
TABLE OF CONTENTS
                           (continued)

                                                          Page

20.  LIABILITY FOR INCREASED INSURANCE COSTS...............16

21.  CASUALTY DAMAGE.......................................16

22.  CONDEMNATION..........................................17

23.  SUBORDINATION.........................................18

24.  ESTOPPEL CERTIFICATE..................................18

25.  DEFAULT...............................................18

26.  REMEDIES..............................................19

27.  LANDLORD DEFAULT......................................22

28.  REQUIREMENT OF STRICT PERFORMANCE.....................22

29.  SURRENDER OF PREMISES; HOLDING OVER...................22

30.  COMPLIANCE WITH LAWS AND ORDINANCES...................23

31.  USE AND OCCUPANCY TAXES, SALES TAXES, AND OTHER TAXES.24

32.  WAIVER OF TRIAL BY JURY...............................24

33.  NOTICES...............................................25

34.  NOTICE TO LENDER......................................25

35.  REAL ESTATE BROKERS...................................25

36.  FORCE MAJEURE.........................................25

37.  LANDLORD'S OBLIGATIONS................................26

38.  LANDLORD'S LIABILITY..................................26

39.  LIABILITY OF TENANT...................................26
TABLE OF CONTENTS
                            (continued)

                                                          Page

40.  FINANCIAL STATEMENTS..................................26

41.  SUCCESSORS............................................26

42.  GOVERNING LAW.........................................27

43.  SEVERABILITY..........................................27

44.  CAPTIONS..............................................27

45.  GENDER................................................27

46.  EXECUTION.............................................27

47.  ENTIRE AGREEMENT......................................27

48.  TENANT FINISH WORK....................................27

49.  OPTION TO RENEW.......................................29

50.  NAMING RIGHTS.........................................29

51.  ATM MACHINE...........................................29

52.  RIGHT OF FIRST OFFER..................................30

53.  EXHIBITS .............................................32
OFFICE LEASE
                         ____________

     THIS LEASE is made this 16th day of May, 2005 by and between
                             ____
LAUSCH LANE ASSOCIATES, LP, a Pennsylvania limited partnership
("Landlord"), and UNION NATIONAL
  ________
COMMUNITY BANK, a National Banking Association ("Tenant").
                                                 ______

     1.     Reference Data.  As used in this Lease, the following
            ______________
terms shall have the indicated meanings and refer to the data set
forth in this Section:

Landlord's Address:         c/o Blackford Development
                            120 North Pointe Boulevard
                            Lancaster, Pennsylvania 17601

Tenant's Address:
     prior to the
      Commencement Date:    101 E. Main Street
                            Mount Joy, Pennsylvania 17552-0567

     after the
      Commencement Date:    570 Lausch Lane
                            Lancaster, Pennsylvania 17601

Building:                   570 Lausch Lane
                            Lancaster, Pennsylvania

Premises:                   The entire Builing, consisting of
                            three (3) complete floors, which both
                            parties stipulate to contain twenty-
                            seven thousand (27,000) square feet.

Land:                       The 2.038 acre tract of land on which
                            the Building is located, as further
                            described in Exhibit "A" attached
                            hereto.

Tenant's Percentage:        100%

Term:                       Fifteen (15) years (plus, if the
                            Commencement Date is not the first
                            calendar month, the balance of the
                            calandar month in which the
                            Commencement Date occurs).

Scheduled Commencement Date:The later of February 1, 2006 or the
                            date on which the Premises are ready
                            for Tenant's occupancy and Landlord
                            has received a certificate of
                            occupancy from the local
                            municipality.
Base Rent:
 Lease Year                 Annual Base Rent Monthly Installments
 __________                 ________________ ____________________
1-5 (subject to Section 52)  $465,750.00        $38,812.50
 6-10                         $512,460.00        $42,705.00
 11-15                        $564,030.00        $47,002.50

 First Renewal Term           $620,730.00        $51,727.50
 Second Renewal Term          $682,830.00        $56,902.50
 Third Renewal Term           $751,410.00        $62,617.50

The parties acknowledge that the Annual Base Rent for Lease Year
1-5 is based upon a rate of $19.75 per square foot for Floor 3
and a rate of $16 per square foot for Floors 1 and 2.

Base Rent:
 Lease Year                 Per Square Foot
 __________                 _______________
1-5 (subject to Section 52)      $17.25
 6-10                             $18.98
 11-15                            $20.89

 First Renewal Term               $22.99
 Second Renewal Term              $25.29
 Third Renewal Term               $27.83

The parties acknowledge that the Annual Base Rent for Lease Year
1-5 is based upon a rate of $19.75 per square foot for Floor 3
and a rate of $16 per square foot for Floors 1 and 2.
Security Deposit:           N/A

Guarantor:                  Union National Financial Corporation,
                            a Pennsylvania corporation.

     2.     Premises.
            ________
            (a)  For and in consideration of the rent to be paid
and the covenants and agreements to be performed by Tenant as
hereinafter set forth, Landlord does hereby lease, demise and let
unto Tenant the Premises, together with the non-exclusive right
to use the common areas of the Building and the common walkways,
sidewalks, driveways and parking lots of the Land provided by
Landlord from time to time.  The Building and the Land shall be
referred to herein collectively as the "Property."  For purposes
                                        ________
of this Lease the Premises are deemed to include the number of
rentable square feet designated for the Premises in Section 1.

            (b)  In the event there are within the Premises any
hallways, passageways, stairways, elevators, or other means of
access to and from the Premises or the upper and lower portions
of the Building, the space occupied by the said hallways,
passageways, stairways, elevators and other means of access,
although within the Premises as described above, shall be taken
to be excepted therefrom and reserved to Landlord or to the other
lessees of the Building, if any, and the same shall not be
considered a portion of the Premises.  All ducts, pipes, wires or
other equipment used in the operation of the Building, or any
part thereof, and any space occupied thereby, whether or not
within the Premises as described above, shall likewise be
excepted and reserved from the Premises, and Tenant shall not
remove or tamper with or use the same and will permit Landlord to
enter the Premises to service, replace, remove or repair the
same.
     3.     Term.  The Term shall commence on the "Commencement
            ____
Date"which shall be the earlier of the Scheduled Commencement
Date or the date upon which Tenant commences occupancy at the
Premises or any portion thereof.  Once the Commencement Date has
been determined, Landlord and Tenant shall confirm the
commencement and expiration dates of the Term in writing.
However, the failure of the parties to execute such writing shall
not defer the Commencement Date or otherwise invalidate this
Lease.
     4.     Rent.
            ____
(a)  Base Rent.  During the Term of this Lease,
                 _________
Tenant shall pay to Landlord the Base Rent, in equal monthly
installments in advance on the first day of each calendar month,
without setoff or deduction.  In the event the Term of this Lease
commences on a day other than the first day of a calendar month,
then on the Commencement Date Tenant shall pay to Landlord a pro
rata portion of the monthly installment of Base Rent for such
partial month.  If the Term of this Lease commences on the
Commencement Date for a portion, but not all, of the Premises,
then Tenant shall pay Base Rent for the portion of the Premises
occupied by Tenant only.

            (b)  Additional Rent.  Whenever under the terms of
                 _______________
this Lease any sum of money is required to be paid by Tenant in
addition to the Base Rent herein reserved, even if said
additional sum is not designated as "Additional Rent", if such
sum is not paid when due, said sum shall nevertheless be deemed
"Additional Rent" and be collectible as rent.  Nothing herein
contained shall be deemed to limit any other remedy of Landlord
if any such sum is not paid when due.

            (c)  Payment.  All payments of Base Rent and
                 _______
Additional Rent shall be paid when due, without demand, setoff or
deduction, except as set forth herein, at Landlord's Address, or
at such other place as Landlord may from time to time direct by
notice to Tenant.  All checks shall be made payable to Landlord
or such other person as Landlord may direct from time to time.

            (d)  Electric and Gas Charges.  In addition to the
                 ________________________
Base Rent and other charges set forth in this Lease, Tenant shall
pay for all electricity and gas consumed in the Premises during
the Term.  Tenant shall pay for such electricity and gas based on
the meters installed in the Premises.    All charges for
electricity and gas shall be paid to the applicable party
furnishing such utilities when due.

     5.     Operating Costs.
            _______________
            (a)  Operating Costs.  "Operating Costs" shall mean
                 _______________    _______________
the costs and expenses of the operation, maintenance, management,
repair and replacement of the Property, including, without
limitation, the cost and expense to Landlord of the following
items:
                 (i)   All wages, salaries and payroll costs of
all employees (whether employees of Landlord or its managing
agent) engaged in management, operation, repair, replacement,
maintenance and security, including payroll taxes, insurance and
all other employee benefits relating thereto;

                 (ii)  All supplies and materials used in the
management, operation, repair, replacement, maintenance and
security of the Property;

                 (iii) All utilities consumed by the Property and
the servicing thereof (other than electric or gas charges billed
directly to tenants), including, without limitation, gas, water,
sewer and electricity for common area lighting and heating,
ventilating and air-conditioning;

                 (iv)  All management, maintenance and service
contracts for the management, operation, repair, replacement,
maintenance, and security of the Property,
including, without limitation, window cleaning, security and
access system, heating, ventilating and air-conditioning system,
roof repairs, fire sprinkler system and fire monitoring system,
elevators, landscaping, snow removal, exterminating and pest
removal for the common areas, and ordinary trash removal
(including recycling), and specifically including any management
fees incurred in the management of the Property;

                 (v)   All property, liability and other
insurance for the Property including all common areas and
Landlord's personal property and fixtures used in connection
therewith, including without limitation any rental loss coverage
or terrorism insurance maintained by Landlord;

                 (vi)  All repairs (including necessary
replacements) and general maintenance of the Property, including
without limitation restriping, resurfacing, maintaining, sweeping
and repairing all walkways, roadways, curbs and parking areas on
the Land;

                 (vii) All cleaning and janitorial services for
the common areas of the Building;

                 (viii)The cost of maintaining and revising from
time to time the tenant directory for the Building;

                 (ix)  The cost of any capital improvements (i)
which are made for the primary purpose of reducing Operating
Costs or (ii) which may be required by governmental authority
under any governmental law or regulation, or interpretation
thereof, that were not applicable to the Property as of the date
of this Lease;

                 (x)   All Real Estate Taxes, as hereinafter
defined, and all other permit and license fees and taxes (other
than income taxes) payable in connection with the ownership and
operation of the Property; and

                 (xi)  All other costs and expenses necessarily
and reasonably incurred by Landlord in the proper operation and
maintenance of a first-class office building; provided, however,
that the following shall be excluded from the term "Operating
Costs":  (A) expenses for repairs or other work occasioned by
fire, windstorm or other insured casualty, to the extent Landlord
has received insurance proceeds to reimburse Landlord for such
expenses; (B) expenses incurred in leasing or procuring new
tenants (e.g., for lease commissions, advertising and renovating
space); (C) legal expenses in enforcing the terms of any lease;
and (D) interest and amortization payments on any mortgage or
mortgages.

            (b)  Real Estate Taxes.  "Real Estate Taxes" shall
                 _________________    _________________
mean all gross real property taxes, charges and assessments
(including any special assessments, whether voluntary or
involuntary) which are levied, assessed or imposed by any
governmental authority or special district with respect to the
Land and the Building, and any improvements, fixtures and
equipment and all other property of Landlord, real or personal,
used in connection with the operation of the Property and any tax
which shall be levied or assessed in addition to and/or in lieu
of such real or personal property taxes (including, without
limitation, any municipal income tax, any license fees, tax
measured by or imposed upon rents, or other tax or charge upon
Landlord's business of
leasing the Property), but shall not include any federal or state
income tax, or any franchise, capital stock, estate or
inheritance taxes.

            (c)  Payment.  For each calendar year (or part
                 _______
thereof) included in the Term of this Lease, Tenant shall pay
Landlord, as Additional Rent, Tenant's Percentage of the
Operating Costs incurred by Landlord during such calendar year.
In the event that this Lease shall expire at any time other than
at the end of a calendar year, then within thirty (30) days after
statements reflecting the actual Operating Costs for the year in
which such expiration occurs are submitted by Landlord to Tenant,
either Landlord or Tenant shall pay to the other party the
adjustment sum due, pro rated for the portion of the year in
which this Lease was in force.  The provisions of this subsection
(c) shall survive the expiration of this Lease.

            (d)  Monthly Installments.  Commencing upon not less
                 ____________________
than thirty (30) days notice from Landlord, and thereafter on the
first day of each month during each calendar year, Tenant shall
pay monthly, in advance, an amount equal to one-twelfth of
Landlord's estimate of Tenant's Percentage of the Operating Costs
for such year.  For each calendar year, Landlord shall make an
estimate of Tenant's Percentage of the Operating Costs and notify
Tenant as to such estimate.  Landlord may adjust its estimate of
the Operating Costs from time to time, and Tenant shall commence
payment of monthly installments at the adjusted estimate upon not
less than thirty (30) days prior written notice thereof from
Landlord.

            (e)  Reconciliation.  Following the end of each
                 ______________
calendar year, Landlord shall submit to Tenant a statement
setting forth the actual Operating Costs for the Property for the
preceding year.  Within thirty (30) days after delivery of such
statement to Tenant, an adjustment shall thereupon be made
between Landlord and Tenant to reflect any difference between
Tenant's estimated payments under paragraph (d) above and
Tenant's Percentage of the Operating Costs.  In no event,
however, shall a decrease in Operating Costs result in a
reduction of the Base Rent.

            (f)  Back-Up and Disputes.  Landlord shall provide
                 ____________________
Tenant with reasonable back-up information supporting any
estimate delivered pursuant to Section 5(d) or annual statement
delivered pursuant to Section 5(e), provided that Tenant requests
such information in writing within thirty (30) days after receipt
of such estimate or annual statement, as applicable.  Each
statement furnished by Landlord to Tenant shall be conclusive and
binding upon Tenant unless, within sixty (60) days after receipt
of such statement, Tenant shall notify Landlord in writing that
it disputes the correctness of such statement, stating the reason
for such dispute.  Pending the determination of such dispute,
Tenant shall pay, without delay, the full amount of the
Additional Rent due from Tenant in accordance with each such
statement that Tenant is disputing.  If the dispute is settled in
Tenant's favor, Landlord shall credit Tenant any amounts overpaid
toward the next month's installment of Tenant's estimated monthly
payment of Operating Costs.

            (g)  Right of Audit.  In the event Tenant gives
                 ______________
timely notice of a dispute as provided in Section 5(f), Tenant,
acting through an independent reputable accounting firm that is
not being compensated by Tenant on a contingency fee basis, shall
have the right, upon reasonable advance notice and during
business hours, to inspect the books and records of Landlord
applicable to the determination of such disputed statement of the
Operating Costs and
Tenant's Percentage thereof, for the purpose of verifying in good
faith the information contained in such statement.  Any such
review shall take place at the location Landlord customarily
maintains its books and records with respect to Operating Costs
and must be completed within one (1) year after the receipt of
such statement by Tenant.  Landlord shall maintain at its office
or the office of its managing agent full, complete and accurate
books and records prepared in accordance with prudent building
management practices with respect to Operating Costs, and shall
retain such records with respect to each calendar year for a
period not less than two (2) years following delivery of the
annual statement for such year.  Tenant's review of Landlord's
books and records shall be conditioned upon Tenant and its
auditor confirming in writing that all information obtained by
Tenant and its auditor as a result of such review, and any
resulting compromise, settlement or adjustment between Landlord
and Tenant, shall be maintained as confidential and not disclosed
to any other person.  If as a result of such review by Tenant it
is determined that Tenant's payments on account of Operating
Costs covered by such annual statement were in excess of the
amount actually payable by Tenant, Landlord shall grant Tenant a
rent credit for the amount of such excess within thirty (30) days
after such determination.  Similarly, if it is determined that
Tenant's payments on account were less than the amount actually
due, Tenant shall pay the amount of the shortfall to Landlord
within such thirty (30) day period.  If it is determined that
Tenant's payments on account of the Operating Costs covered by
such annual statement exceeded the amount actually payable by
Tenant by more than five percent (5%), Landlord shall reimburse
Tenant for the reasonable out of pocket costs incurred by Tenant
in its review of such annual statement.  Except as provided in
the preceding sentence, the cost of any such review of Landlord's
books and records, including but not limited to any reasonable
copying charges imposed by Landlord, shall be at Tenant's sole
expense.

            (h)  Intentionally Omitted.
                 _____________________

            (i)  Tenant's Percentage.  Tenant's Percentage
                 ___________________
indicated in Section 1 of this Lease was determined by dividing
the rentable area of the Premises by the total number of rentable
square feet in the Building, stipulated to be 27,000 rentable
square feet as of the date hereof.  If the Building from time to
time contains non-office uses, Landlord shall have the right to
allocate Operating Costs in accordance with sound accounting and
management principles between the office and non-office uses.  In
the event the Premises expand or contract due to the addition or
deletion of space, whether pursuant to the exercise of an option
contained in this Lease or otherwise, Tenant's Percentage shall
be recalculated effective as of such addition or deletion in
order to equal the ratio of rentable area then contained in the
Premises divided by the area of the Building as described above.

     6.     Late Charges.  In the event that Tenant shall fail to
            ____________
pay Base Rent or any Additional Rent within five (5) days after
its due date, Tenant shall pay an automatic late charge to
Landlord of $250.00.  In addition, in the event that Tenant shall
fail to pay Base Rent or any Additional Rent within thirty (30)
days after its due date, then from and after the thirty-first
(31st) day until the date Tenant finally pays Base Rent or
Additional Rent, Tenant shall pay Landlord interest at the rate
of two percentage points (2%) per annum in excess of the Prime
Rate reported from time to time in the Wall Street Journal (the
                                       ___________________
"Overdue Interest Rate") with respect to the delinquent amount.
 _____________________
Such late charges and interest shall be deemed Additional Rent
for all purposes under this Lease.
7.     Use of Premises.  Tenant shall use and occupy the
            _______________
Premises for general office purposes.  Tenant shall not use or
occupy the Premises for any other purpose or business without the
prior written consent of Landlord.  Tenant and its employees,
agents, licensees and invitees shall observe and comply with the
rules and regulations Landlord may from time to time specify by
written notice given to Tenant.

     8.     Common Areas.
            ____________
            (a)  All driveways, parking lots, walkways,
elevators, stairs, alleys, public corridors, fire escapes, and
other areas, facilities and improvements which may be provided by
Landlord from time to time for the general use, in common, of
Tenant and other Building tenants and their employees, agents,
invitees and licensees, shall at all times be subject to the
exclusive control and management of Landlord.  Landlord shall
have the right from time to time to establish, modify and enforce
reasonable rules and regulations with respect to all such common
areas, facilities and improvements.

            (b)  Landlord reserves the right, exercisable without
notice to Tenant and without thereby creating an actual or
constructive eviction or incurring any liability to Tenant
therefor, to decorate and to make alterations, additions and
improvements, structural or otherwise, to the corridors, lobbies,
elevators, stairs and other public areas of the Building and,
during the continuance of any such work, to close temporarily
doors, entryways, corridors and common areas of the Property.

     9.     Condition of Premises.  Tenant acknowledges and
            _____________________
agrees that, except for the Tenant Finish Work to be constructed
by Landlord as set forth in Section 48, Landlord has not agreed
to make any improvements to the Premises and there have been no
representations or warranties made by or on behalf of Landlord
with respect to the Premises, or the Property or with respect to
the suitability of either for the conduct of Tenant's business.
The taking of possession of the Premises by Tenant shall
conclusively establish that the Premises and the Property were in
satisfactory condition, order and repair at such time, subject to
the completion of any punchlist items as provided in Section 48.

     10.    Alterations and Trade Fixtures; Removal.
            _______________________________________

            (a)  During the Term of this Lease, Tenant shall not
make any alterations or additions to the Premises without the
prior written consent of Landlord, which shall not be
unreasonably withheld so long as the proposed alteration or
addition does not affect the Building structure or any of the
Building systems and is not visible from outside the Premises.
In the event that Tenant shall desire to perform any such
alterations or additions in or about the Premises, Tenant shall
deliver to Landlord detailed, professionally prepared plans and
specifications prepared at the expense of Tenant.  Landlord shall
review such plans and specifications and return same to Tenant
either marked approved, marked to show the corrections required
(in which event such marked-up plans and specifications shall be
deemed approved as marked-up), or marked disapproved with the
reasons therefor.  If Landlord disapproves Tenant's plans and
specifications, Tenant may submit revised plans and
specifications subject to subsequent mark-ups or disapprovals and
corrections in the above manner.  Upon approval by Landlord of
Tenant's plans and specifications, Tenant shall proceed with due
diligence to
commence the work to be performed by Tenant and shall complete
such work in a diligent manner.  All such work to be done or
performed in or about the Premises by Tenant shall be performed
(1) at Tenant's sole cost and expense, and (2) by contractors and
subcontractors approved by Landlord.  Prior to commencing work
Tenant shall cause its contractor to provide Landlord with
insurance certificates confirming that such contractor carries
commercial general liability insurance with a combined single
limit of not less than $1,000,000, naming Landlord, Landlord's
mortgagee and Landlord's managing agent as additional insureds.
Upon completion of any such work, Tenant shall pay to Landlord an
amount not to exceed $1,000.00, to reimburse Landlord for review
of such plans and specifications and the coordination and final
inspection of the work.

            (b)  Tenant's right to do any alteration work in or
about the Premises shall be and hereby is conditioned upon
Tenant's work being performed by workmen and mechanics working in
harmony and not interfering with labor employed by Landlord,
Landlord's contractors or by any other tenants or their
contractors.  If at any time any of the workmen or mechanics
performing any of Tenant's work  shall be unable to work in
harmony or shall interfere with any labor employed by Landlord,
other tenants or their respective mechanics and contractors, then
the permission granted by Landlord to Tenant to do any work in or
about the Premises may be withdrawn by Landlord upon written
notice to Tenant.

            (c)  All alterations, interior decorations,
improvements or additions made to the Premises by Tenant, except
for movable furniture, equipment and trade fixtures, shall become
Landlord's property upon expiration or sooner termination of this
Lease, unless Landlord gives Tenant written notice to remove any
such alteration, interior decoration, improvement or addition
(including, but not limited to, any voice or data cables and
lines installed by Tenant in the Premises) prior to, or within
ten (10) days following, the expiration or termination of this
Lease, in which case Tenant shall remove the designated
alteration, decoration, improvement or addition and repair any
damage caused thereby.  Tenant shall also remove all movable
furniture, equipment and trade fixtures installed by Tenant in
the Premises, except lighting fixtures and air-conditioning
equipment, and repair any damage caused to the Premises by said
removal.  All of said movable furniture, equipment and trade
fixtures remaining in the Premises after the Lease expiration
date, or any sooner termination of this Lease, shall be deemed to
be abandoned property and may be disposed of by Landlord or, at
Landlord's option, stored, in either case at Tenant's risk and
expense.  Any costs incurred by Landlord in removing, storing
and/or disposing of Tenant's property and repairing any damage
caused thereby, plus interest thereon at the Overdue Interest
Rate, shall be paid by Tenant to Landlord on demand.

     11.    Mechanics' Liens.
            ________________

            (a)  Prior to Tenant performing any alterations,
additions or construction work in or about the Premises for which
a lien could be filed against the Premises or the Property,
Tenant shall have its contractor execute and file in the
appropriate public office a Waiver of Mechanics' Lien, in form
satisfactory to Landlord, and provide Landlord with a copy of the
filed Waiver.  Notwithstanding the foregoing, if any mechanics'
or other lien shall be filed against the Premises or the Property
purporting to be for labor or materials furnished or to be
furnished at the request of Tenant, then at its expense, Tenant
shall cause such lien to be removed of record by payment, bond or
otherwise, within twenty (20) days after the filing thereof.  If
Tenant shall
fail to cause such lien to be removed of record within such
twenty (20) day period, Landlord may cause such lien to be
removed of record by payment, bond or otherwise, without
investigation as to the validity thereof or as to any offsets or
defenses thereto, in which event Tenant shall reimburse Landlord
in the amount paid by Landlord, including expenses, within ten
(10) days after Landlord's billing therefor.  Tenant shall
indemnify and hold Landlord harmless from and against any and all
claims, costs, damages, liabilities and expenses (including
attorney fees) which may be brought or imposed against or
incurred by Landlord by reason of any such lien or removal of
record.

            (b)  Nothing in this Lease shall be deemed to be, or
construed in any way as constituting, the consent or request of
Landlord, expressed or implied, by inference or otherwise, to any
person, firm or corporation for the performance of any labor or
the furnishing of any materials for any construction, rebuilding,
alteration, addition or repair of or to the Premises or any part
thereof, nor as giving Tenant any right, power or authority to
contract for or permit the rendering of any services or the
furnishing of any materials which might in any way give rise to
the right to file any lien against Landlord's interest in the
Property.

     12.    Building Services.
            _________________

            (a)  Landlord shall provide, within its Building
standards, the following services and facilities:

                 (i)   Subject to payment of the utility charges
incurred by Tenant, heating, ventilating and air conditioning
("HVAC").  HVAC units and controls will be provided to Tenant
  ____
within the Premises, as provided in Exhibit "B"  attached hereto.

                 (ii)  Cleaning and maintenance of common areas
in the Building, including rest room facilities.

                 (iii) Continuous passenger elevator service
during Business Hours.

            (b)  Without Landlord's prior written consent, Tenant
shall not install any equipment in the Premises which shall cause
the connected electrical load to exceed the electrical capacity
provided by Landlord as set forth above, affect the temperature
otherwise maintained by the air-conditioning system or overload
any other system servicing the Premises.  Should Landlord grant
such consent, all additional risers or other equipment required
therefor shall be provided by Landlord and the cost thereof
(including a reimbursement of Landlord's time and expenses for
amounts not to exceed $1,000.00 incurred by Landlord as a
construction management fee) shall be paid by Tenant upon
Landlord's demand.

            (c)  The services referred to in Section 12(a) above
may be subject to slowdown, interruption or stoppage due to the
order of any governmental bodies and regulatory agencies, or
caused by the maintenance, repair, replacement or improvement of
any of the equipment involved in the furnishing of any such
services, or caused by changes of services or service providers,
alterations, strikes, lockouts, labor controversies, fuel
shortages, accidents, acts of God or the elements or any other
cause beyond the reasonable control of Landlord.  No such
slowdown, interruption or stoppage of any such services shall
ever be construed as an eviction, actual or constructive, of
Tenant, nor shall same cause any abatement of Base Rent or
Additional Rent or in any manner or for any purpose relieve
Tenant from any of its obligations under this Lease.  Landlord
agrees to use reasonable diligence to resume the affected service
promptly following any such slowdown, interruption or stoppage.
Landlord will provide Tenant, whenever reasonably possible,
advance notice of any service slowdowns, interruptions or
stoppages.

            (d)  If maintenance of the Building's
telecommunication cable system hereafter becomes an obligation of
Landlord imposed by law, Landlord, to the extent required by any
such law, shall maintain the intra-building network cable in the
Building from the point of entry (i.e., the local telephone
service provider's final access point to the Building) to the
Premises.  In such event the maintenance, repair and replacement
of the Building's telecommunication cable system, including but
not limited to the cost of any cable maintenance contract
obtained by Landlord, shall be part of the Operating Costs.  In
no event shall Landlord be responsible for the maintenance of the
telecommunication cable system serving only the Premises, which
shall be maintained, repaired and replaced by Tenant at its
expense.  Until such time (if ever) that such obligation is
imposed on Landlord by law, the maintenance of the Building's
telecommunication cable system shall be the responsibility of the
Building's telecommunication service provider.

            (e)  Landlord shall have the right from time to time
to select the company or companies providing local telephone and
telecommunication services to the Building.  In the event Tenant
desires to use the services of a provider of local telephone and
telecommunication services whose equipment is not then servicing
the Building, no such provider shall be permitted to install its
lines or other equipment within the Building without first
securing the prior written consent of Landlord.  Landlord shall
not unreasonably withhold its consent provided that each of the
following conditions is satisfied:

                 (i)   Landlord determines that there is
sufficient space in the Building for the placement of such
provider's equipment and materials.

                 (ii)  The provider must be licensed and
reputable and provide Landlord such financial statements, credit
reports and bank references as Landlord may require to evaluate
the financial ability of the provider.

                 (iii) The provider and Landlord must enter into
a license agreement in form and content satisfactory to Landlord,
reasonably compensating Landlord for space used in the Building
for the storage and maintenance of the provider's equipment,
costs to be incurred by Landlord in arranging for access by the
provider's personnel and any other such costs Landlord may expect
to incur.

All reasonable costs incurred by Landlord in evaluating any
request for access by an alternate telecommunications provider
and negotiating a license agreement with such provider shall be
paid by Tenant or such provider, upon demand.  Landlord's consent
under this subsection shall not be deemed any kind of
representation or warranty by Landlord, including without
limitation any representation as to the suitability, competence
or financial strength of the provider proposed by Tenant.  If
Landlord consents to installation of equipment in the Building by
an alternate telecommunications provider as set forth above, such
installation shall be subject to all of the
requirements of this Lease regarding construction work by or on
behalf of Tenant, including but not limited to the requirements
of Section 10 hereof.

     13.    Certain Rights Reserved by Landlord.  Landlord shall
            ___________________________________
have the following rights, exercisable without notice and without
liability to Tenant for damage or injury to property, persons or
business and without effecting an eviction, constructive or
actual, or disturbance of Tenant's use or possession or giving
rise to any claim or setoff or abatement of Base Rent or
Additional Rent:

            (a)  To decorate and to make repairs, alterations,
additions, changes or improvements, whether structural or
otherwise, in and about the Building, or any part thereof, and
for such purposes to enter upon the Premises and, during the
continuance of any such work, to temporarily close doors, entry
ways, public space and corridors in the Building, to interrupt or
temporarily suspend Building services and facilities and to
change the arrangement and location of entrances or passageways,
doors and doorways, corridors, elevators, stairs, toilets, or
other public parts of the Building, all without abatement of rent
or affecting any of Tenant's obligations hereunder, so long as
the Premises are reasonably accessible; provided, however, that
Landlord and Tenant shall mutually approve of exterior elevation
and initial design of the Building, such approval not to be
unreasonably withheld.

            (b)  To grant to anyone the exclusive right to
conduct any maintenance, utility or repair business or render any
maintenance, utility or repair service in or to the Building,
provided such exclusive right shall not operate to exclude Tenant
from the use expressly permitted herein.  Without limiting the
generality of the foregoing, Landlord shall have the right from
time to time to select the company providing electric service to
the Building.

            (c)  To take all such reasonable measures as Landlord
may deem advisable for the security of the Building and its
occupants, including without limitation, the search of all
persons entering or leaving the Building, the evacuation of the
Building for cause, suspected cause, or for drill purposes, the
temporary denial of access to the Building, and the closing of
the Building for cause, suspected cause, or for drill purposes,
the temporary denial of access to the Building, and the closing
of the Building after normal business hours and on Saturdays,
Sundays and holidays; subject, however, to Tenant's right to
admittance when the Building is closed after normal business
hours under such reasonable regulations as Landlord may prescribe
from time to time which may include, by way of example but not of
limitation, that persons entering or leaving the Building,
whether or not during normal business hours, identify themselves
to a security officer by registration or otherwise and that such
persons establish their right to enter or leave the Building.
Notwithstanding the foregoing, Landlord shall be under no
obligation to provide security personnel or security systems for
the individual tenants within the Building, and Tenant may, at
Tenant's option, elect to maintain security for protection of
Tenant's business operations.
     14.    Assignment and Subletting.
            _________________________

            (a)  Except as expressly permitted pursuant to this
Section, Tenant shall not assign or mortgage this Lease or any
interest therein without the prior written consent of Landlord,
which shall not be unreasonably withheld or delayed.  Any of the
foregoing acts
without Landlord's consent shall be voidable and shall, at the
option of Landlord, be an Event of Default under this Lease.
Neither this Lease nor any interest therein shall be assignable
as to the interest of Tenant by operation of law, without the
prior written consent of Landlord.  Unless Tenant is a company
whose shares are publicly traded, any transfer of the ownership
or control of Tenant, whether by transfers of stock or
partnership interests, merger, consolidation or otherwise,
however such transfer of ownership or control is accomplished,
shall constitute an assignment of Tenant's interest in this Lease
and as such shall be subject to this Section 14.  Notwithstanding
the foregoing, without the consent of Landlord but upon notice to
Landlord,  Tenant may assign the Lease to:

                 (i)   any corporation that controls, is
controlled by, or is under common control with, Tenant; or

                 (ii)  any corporation resulting from the merger,
consolidation or other corporate reorganization with Tenant or to
any entity that acquires all or substantially all of Tenant's
assets, as long as the assignee or sublessee is a bona fide
entity and assumes the obligations of Tenant under this Lease and
such entity has a net worth following such merger, consolidation
or reorganization at least equal to the net worth of Tenant on
the date hereof or the date of such merger, consolidation or
reorganization, whichever is higher.

            (b)  Provided that no Event of Default is then
continuing, upon prior written notice to Landlord Tenant may
sublet all or any part of the Premises.  No such sublease shall
relieve Tenant of its continuing direct responsibility and
liability for the complete and punctual performance of the
agreements contained in this Lease, including, without
limitation, the payment of all Base Rent and Additional Rent and
other sums now or hereafter owed hereunder.  No sublease shall be
valid and no sublessee shall take possession of the premises
subleased until a fully executed original of such sublease has
been delivered to Landlord, and Tenant and such sublessee have
executed such additional documentation as Landlord may reasonably
require.  Any subletting of all or any portion of the Premises in
contravention of this Section 14(b) shall be voidable and shall,
at the option of Landlord, be an Event of Default under this
Lease.
            (c)  If at any time or from time to time during the
Term of this Lease, Tenant desires to assign this Lease, Tenant
shall give Landlord written notice of such intent, which notice
must be accompanied by (1) a written description of the proposed
assignment and financial and business information for the
proposed assignee, including bank and general references, and (2)
an administrative fee of $2,000 to defray Landlord's expenses in
reviewing such request.  Landlord shall have the option,
exercisable by notice given to Tenant within thirty (30) days
after receipt of Tenant's notice, of reacquiring the Premises and
terminating the Lease, effective on a date selected by Landlord
which shall be no sooner than sixty (60) days and no later than
one hundred twenty (120) days after Landlord's receipt of
Tenant's notice.  If Landlord does not exercise such option,
Tenant may assign this Lease to any third party, subject to the
following terms and conditions:

                 (i)   Tenant shall obtain the consent of
Landlord, which consent shall not be unreasonably withheld;
Landlord shall base its decision upon the uses of other Building
tenants (whether or not exclusives were granted), the financial
condition, business and character of the proposed assignee and
the proposed use of the Premises;
(ii)  No assignment shall be valid and no
subtenant or assignee shall take possession of the premises
assigned until a fully executed original of such assignment of
this Lease has been delivered to Landlord, and Tenant and such
assignee have executed such additional documentation as Landlord
may reasonably require;

                 (iii) Any options granted to Tenant in this
Lease (including but not limited to any option to renew the Term)
shall be deemed void and of no further effect, it being
understood that all such options are personal to Tenant; and

                 (iv)  No assignee shall have a further right to
assign the Lease, except in accordance with the provisions of
this Section 14.

            (d)  Tenant shall pay Landlord within five (5) days
after receipt, as Additional Rent, fifty percent (50%) of any
subrents, other sums or other economic consideration received by
Tenant as a result of any subletting or assignment, whether
denominated as rentals under the sublease or otherwise, which
exceed, in the aggregate, the aggregate of the total sums which
Tenant is obligated to pay Landlord under this Lease (prorated to
reflect obligations allocable to that portion of the Premises
subject to a sublease) plus an amortization over the term of any
such sublease of the cost of leasehold improvements made to the
Premises by Tenant for the subtenant or assignee, and other
reasonable expenses incurred by Tenant incident to the subletting
or assignment, including legal fees and standard leasing
commissions.  If such subleasing or assignment has been made
without the consent of Landlord as provided herein, Landlord
shall be entitled to all economic consideration received by
Tenant in accordance with the provisions of this Section 14(c),
but the receipt of such monies shall not be deemed to be a waiver
of the provisions of this Section 14 with respect to assignment
and subletting, or the acceptance of such assignee or subtenant
as Tenant hereunder.

            (e)  Whether or not Landlord's consent is required or
obtained hereunder, no subletting or assignment shall release
Tenant of Tenant's obligations or alter the primary liability of
Tenant to pay Base Rent and Additional Rent and to perform all
other obligations to be performed by Tenant under this Lease.
This continuing obligation of Tenant shall not be affected in any
way by any subsequent amendment of this Lease made by Landlord
and any assignee, or any waiver, forbearance or other
accommodation granted by Landlord to any assignee.  The
acceptance of rental by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision hereof.
Consent to one (1) assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting.  In the event
of default by any assignee of Tenant or any successor of Tenant
in the performance of any of the terms of this Lease, Landlord
may proceed directly against Tenant without the necessity of
exhausting remedies against such assignee or successor.

            (f)  In the event that the Premises or any part
thereof have been sublet by Tenant and an Event of Default under
this Lease has occurred and is continuing, then Landlord may
collect rent from the subtenant and apply the amount collected to
the Base Rent and Additional Rent herein reserved, but no such
collection shall be deemed a waiver of the provisions of this
Section 14 with respect to subletting or the acceptance of such
subtenant as Tenant hereunder or a release of Tenant under this
Lease.
(g)  The provisions of this Section 14 shall not
apply to any sublease of the First Floor or the Second Floor of
the Premises by Tenant; provided, however, that Landlord shall be
entitled to approve the proposed subtenant(s).

     15.    Access to Premises.  Landlord, its employees and
            __________________
agents shall have the right to enter the Premises at all
reasonable times during business hours and at any time in case of
an emergency for the purpose of examining or inspecting the
Premises, showing the Premises to prospective purchasers,
mortgagees and (during the last year of the Term only)
prospective tenants of the Building, and making such alterations,
repairs, improvements or additions to the Premises or to the
Property as Landlord may determine to be necessary or desirable.
Landlord shall use reasonable efforts during any such entry into
the Premises to minimize the disruption to Tenant's business
activities.  If representatives of Tenant shall not be present to
open and permit entry into the Premises at any time when such
entry by Landlord is necessary or permitted hereunder, Landlord
may enter by means of a master key (or forcibly in the event of
an emergency) without liability to Tenant and without such entry
constituting an eviction of Tenant or termination of this Lease.
If Tenant has relocated from the Premises, the entry of Landlord
into the Premises to retrofit the same or a portion thereof for a
subsequent tenant shall not be deemed the acceptance of
surrender, eviction or a termination of this Lease with respect
to the Premises or such portion thereof unless or until a
successor tenant has occupied the same and begun paying rent
thereon.

     16.    Repairs.
            _______

            (a)  At its cost (which cost shall be an Operating
Cost under Section 5 above), Landlord shall make all repairs
necessary to maintain the heating, ventilating, air conditioning
and electrical systems serving the Premises, windows, floors
(except finished flooring and carpeting) and all other structural
portions of the Premises, provided, however, that Landlord shall
not be obligated to make any of such repairs until Landlord has
received written notice from Tenant that such repair is needed.
Landlord shall also be responsible for the maintenance and repair
of all common areas and facilities at the Property, provided that
Tenant shall be responsible for the repair of any damage to the
Premises or the Property common areas and facilities caused by
the negligence or willful misconduct of Tenant or its employees,
agents, invitees or licensees.

            (b)  Except for Landlord's repairs under subsection
(a) above, at its sole cost and expense, Tenant shall make all
other repairs necessary to maintain and keep the Premises and the
fixtures therein in neat and orderly condition, including but not
limited to the changing of any light bulbs or other electrical
fixtures in the Premises.  So long as Tenant leases an entire
floor on the Building, Tenant shall be responsible for
maintenance of the plumbing systems in the Premises, including
plumbing in any rest rooms contained within the Premises and any
plumbing that may be part of a kitchen area.  If Tenant refuses
or neglects to make such repairs, or fails diligently to
prosecute the same to completion, after notice from Landlord of
the need therefor, Landlord may make such repairs at the expense
of Tenant and such expense, along with a ten percent (10%)
service charge, shall be collectible as Additional Rent.

            (c)  Landlord shall not be liable for any
interference with Tenant's business arising from the making of
any repairs in the Premises under subsection (a) above.  Landlord
shall interfere as little as reasonably practicable with the
conduct of Tenant's business.  There shall be no abatement of
Base Rent or Additional Rent because of such repairs.

     17.    Indemnification and Insurance.
            _____________________________

            (a)  Tenant shall indemnify, defend and hold harmless
Landlord, Landlord's mortgagee and Landlord's managing agent from
and against any and all costs, expenses (including reasonable
attorney fees), liabilities, losses, damages, suits, actions,
fines, penalties, claims or demands of any kind and asserted by
or on behalf of any person or governmental authority, arising out
of or in any way connected with (1) any failure by Tenant to
perform any of the agreements, terms, covenants or conditions of
this Lease required to be performed by Tenant, (2) any failure by
Tenant to comply with any statutes, ordinances, regulations or
orders of any governmental authority, or (3) any accident, bodily
injury (including death resulting therefrom), or damage to or
loss or theft of property, which shall occur in or about the
Premises or otherwise arising out of Tenant's use of the
Premises, except to the extent due to the gross negligence or
willful misconduct of Landlord.  The indemnities contained in
this paragraph shall survive the expiration or earlier
termination of this Lease.

            (b)  During the Term of this Lease and any renewal
thereof, Tenant shall obtain and promptly pay all premiums for
Commercial General Liability Insurance with broad form extended
coverage, including Contractual Liability, covering claims for
bodily injury (including death resulting therefrom) and loss or
damage to property occurring upon, in or about the Premises, with
a minimum combined single limit of at least $2,000,000.  All such
policies and renewals thereof shall name Landlord, Landlord's
mortgagee and Landlord's managing agent as additional insureds.
All policies of insurance shall provide (1) that no material
change or cancellation of said policies shall be made without at
least thirty (30) days prior written notice to Landlord and
Tenant, and (2) that any loss shall be payable notwithstanding
any act or negligence of Tenant or Landlord which might otherwise
result in the forfeiture of said insurance.  On or before the
Commencement Date of the Term of this Lease, and thereafter not
less than thirty (30) days prior to the expiration dates of said
policy or policies, Tenant shall furnish Landlord with renewal
certificates of the policies of insurance required under this
paragraph.  Tenant's insurance policies shall be issued by
insurance companies authorized to do business in the Commonwealth
of Pennsylvania with a financial rating of at least A as rated in
the most recent edition of Best's Insurance Reports and have been
in business for the past five (5) years.  The aforesaid insurance
limits may be reasonably increased by Landlord from time to time
during the Term of this Lease.

            (c)  Tenant and Landlord, respectively, hereby
release each other from any and all liability or responsibility
to the other for all claims of anyone claiming by, through or
under them by way of subrogation or otherwise for any loss or
damage to property owned by Landlord and Tenant respectively in
the Premises and covered by insurance maintained by the other
party.  Each party shall cause its insurance carrier to endorse
all applicable policies waiving the carrier's rights to recovery
under subrogation or otherwise against the other party.

            (d)  Subject to Section 18 hereof, Landlord shall
indemnify, defend and hold harmless Tenant from and against any
and all costs, expenses (including reasonable attorney fees),
liabilities, losses, damages, suits, actions, fines, penalties,
claims or demands of any kind
and asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with (1) any
failure by Landlord to perform any of the agreements, terms,
covenants or conditions of this Lease required to be performed by
Landlord, (2) any failure by Landlord to comply with any
statutes, ordinances, regulations or orders of any governmental
authority pertaining to the common areas of the Building, or (3)
any accident, bodily injury (including death resulting
therefrom), or damage to or loss or theft of property, which
shall occur in or about the common areas, except to the extent
due to the gross negligence or willful misconduct of Tenant.  The
indemnities contained in this paragraph shall survive the
expiration or earlier termination of this Lease.

     18.    Waiver of Claims.  Landlord and Landlord's agents and
            ________________
employees shall not be liable for, and Tenant hereby releases and
relieves Landlord, its agents and employees from, all liability
in connection with any and all bodily injury (including death),
damage to or loss of property, or loss or interruption of
business occurring to Tenant, its agents, employees, invitees and
licensees in or about the Premises, from, without limitation, (a)
any fire or other casualty, accident, occurrence or condition in
or upon the Premises or the Property; (b) any defect in or
failure of the plumbing, sprinkler, electrical, heating,
ventilating and air-conditioning systems and equipment, or any
other systems and equipment in the Premises and the Building; (c)
any steam, gas, oil, water, rain or snow that may leak into or
flow from any part of the Premises or the Building; (d) the
falling of any fixture or any wall or ceiling materials; (e)
broken glass; (f) latent or patent defects; (g) any acts or
omissions of the other tenants or occupants of the Building; (h)
any acts or omissions (excluding gross negligence) of Landlord,
its agents, servants and employees; and (i) theft, criminal
conduct, Act of God, public enemy, injunction, riot, strike,
insurrection, war, terrorism, court order, or any order of any
governmental authorities having jurisdiction over the Premises.

     19.    Quiet Enjoyment.  Landlord covenants and agrees with
            _______________
Tenant that upon Tenant paying the Base Rent and Additional Rent
and observing and performing all the terms, covenants and
conditions on Tenant's part to be observed and performed under
this Lease, Tenant may peaceably and quietly enjoy the Premises
hereby demised without hindrance or molestation from Landlord,
subject to the terms and conditions of this Lease and to the
ground leases, underlying leases and mortgages referred to in
Section 23 below.

     20.    Liability for Increased Insurance Costs.  Tenant
            _______________________________________
agrees that it will not do or suffer to be done, any act, matter
or thing objectionable to Landlord's fire insurance companies
whereby the fire insurance or any other insurance now in force or
hereafter placed on the Premises or any part thereof or on the
Property by Landlord shall become void or suspended, or whereby
the same shall be rated as a more hazardous risk than at the date
when Tenant took possession of the Premises.  In case of a breach
of this covenant, in addition to all other remedies of Landlord
hereunder, Tenant agrees to pay to Landlord, as Additional Rent,
any and all increases in premiums on insurance carried by
Landlord on the Premises or any part thereof or on the Property
caused in any way by the occupancy of Tenant.
21.    Casualty Damage.
            _______________

            (a)  In the event of damage to or destruction of the
Premises caused by fire or other casualty, or of the entrances
and other common facilities necessary to provide normal access to
the Premises, or to other portions of the Building or its
equipment which portions and equipment are necessary to provide
services to the Premises in accordance herewith, Landlord shall
undertake to make repairs and restorations as hereafter provided,
unless this Lease be terminated by Landlord or Tenant as
hereinafter provided, or unless any mortgagee which is entitled
to receive casualty insurance proceeds fails to make available to
Landlord a sufficient amount of such proceeds to cover the cost
of such repairs and restoration.

            (b)  If (i) the damage is of such nature or extent,
in Landlord's sole judgment, that more than two hundred ten (210)
consecutive days after commencement of the work would be required
(with normal work crews and hours) to repair and restore the part
of the Premises or the Building which has been damaged, or (ii) a
substantial portion of the Premises or the Building is so damaged
that, in Landlord's sole judgment, it is uneconomic to restore or
repair the Premises or the Building, as the case may be, or (iii)
less than two (2) years remain on the Term, or (iv) the amount of
casualty insurance proceeds actually received by Landlord is
insufficient, in Landlord's sole judgment, to repair or restore
the Premises of the Building, as the case may be, Landlord shall
so advise Tenant promptly, and either party, in the case
described in clause (i) above, or Landlord, in the case described
in clauses (ii), (iii) or (iv) above, for a period of ten (10)
days thereafter, shall have the right to terminate this Lease by
written notice to the other, as of the date specified in such
notice, which termination date shall be no later than thirty (30)
days after the date of such notice.  In the event of such fire or
other casualty, if this Lease is not terminated pursuant to the
terms of this Section 21, if sufficient casualty insurance
proceeds are available for use for such restoration or repair,
and if this Lease is then in full force and effect, Landlord
shall proceed diligently to restore the Premises to substantially
its condition prior to the occurrence of the damage, provided
that Landlord shall not be obligated to repair or restore any
alterations, additions or fixtures which Tenant may have
installed (whether or not Tenant has the right or the obligation
to remove the same or is required to leave the same on the
Premises as of the expiration or earlier termination of this
Lease) unless Tenant, in a manner satisfactory to Landlord,
assures payment in full of all costs as may be incurred by
Landlord in connection therewith.

            (c)  Landlord shall not insure any improvements or
alterations to the Premises made by Tenant, or any fixtures,
equipment or other property of Tenant.  Tenant shall have the
right, at its sole expense, to insure the value of its leasehold
improvements, fixtures, equipment or other property located in
the Premises, for the purpose of providing funds to Landlord to
repair and restore the Leased Premises to substantially its
condition prior to the occurrence of the damage.  If there be any
such alteration, fixtures or additions and Tenant does not assure
or agree to assure payment of the cost of restoration or repair
as aforesaid, Landlord shall have the right to determine the
manner in which the Premises shall be restored so as to be
substantially as the Premises existed prior to the damage
occurring, as if such alterations, additions or fixtures had not
then been made or installed.

            (d)  The validity and effect of this Lease shall not
be impaired in any way by the failure of Landlord to complete
repairs and restoration of the Premises or of the Building
within two hundred ten (210) consecutive days after commencement
of work, even if Landlord had in good faith notified Tenant that
the repair and restoration could be completed within such period,
provided that Landlord proceeds diligently with such repair and
restoration.

            (e)  In the case of damage to the Premises not caused
by the negligence or other tortious acts of Tenant, its agents,
employees, licensees or invitees which is of a nature or extent
that Tenant's continued occupancy is substantially impaired, the
Base Rent otherwise payable by Tenant hereunder shall be
equitably abated or adjusted for the duration of such impairment
as determined by Landlord.

     22.    Condemnation.
            ____________

            (a)  If the entire Premises shall be condemned or
taken permanently for any public or quasi-public use or purpose,
under any statute or by right of eminent domain, or by private
purchase in lieu thereof, then in that event, at the option of
either Landlord or Tenant exercised by notice to the other within
thirty (30) days after the date when possession is taken, the
Term of this Lease shall cease and terminate as of the date when
possession is taken pursuant to such proceeding or purchase.
Base Rent and Additional Rent shall be adjusted and apportioned
as of the time of such termination and any Base Rent and
Additional Rent paid for a period thereafter shall be refunded.
In the event a material portion of the Building shall be so taken
(even though the Premises may not have been affected by the
taking), Landlord may elect to terminate this Lease as of the
date when possession is taken pursuant to such proceeding or
purchase or Landlord may elect to repair and restore the portion
not taken at its own expense.

            (b)  In the event of any total or partial taking of
the Premises, Landlord shall be entitled to receive the entire
award in any such proceeding and Tenant hereby assigns any and
all right, title and interest of Tenant now or hereafter arising
in or to any such award or any part thereof and Tenant hereby
waives all rights against Landlord and the condemning authority,
except that to the extent permitted by applicable law, Tenant
shall have the right to claim and prove in any such proceeding
and to receive any award which may be made to Tenant, if any,
specifically for loss of good will, movable trade fixtures,
equipment and moving expenses.

     23.    Subordination.  This Lease is and shall be subject
            _____________
and subordinate to all ground or underlying leases and to all
mortgages which may now or hereafter affect such leases or the
real property of which the Premises are a part, and to all
renewals, modifications, consolidations, replacements and
extensions of any such underlying leases and mortgages.  This
clause shall be self-operative and no further instrument of
subordination shall be required by any ground or underlying
lessor or lessee or by any mortgagee, but in confirmation of such
subordination, Tenant shall execute any certificate that Landlord
may reasonably require acknowledging such subordination, within
fifteen (15) days after Landlord's request.  Tenant agrees that
in the event any person, firm, corporation or other entity
acquires the right to possession of the real property of which
the Premises are a part, including any mortgagee or holder of any
estate or interest having priority over this Lease, Tenant shall,
if requested by such person, firm, corporation or other entity,
attorn to and become the tenant of such person, firm, corporation
or other entity, upon the same terms and conditions as are set
forth herein for the balance of the Term.  Notwithstanding the
foregoing, any mortgagee may, at any time, subordinate its
mortgage to this Lease, without Tenant's consent, by notice in
writing to Tenant, and thereupon this Lease shall
be deemed prior to such mortgage without regard to their
respective dates of execution and delivery, and in that event,
such mortgagee shall have the same rights with respect to this
Lease as though it had been executed prior to the execution and
delivery of the mortgage.

     24.    Estoppel Certificate.  At any time and from time to
            ____________________
time and within ten (10) days after written request by Landlord,
Tenant shall execute, acknowledge and deliver to Landlord or
Landlord's mortgagee an estoppel certificate substantially in the
form attached as Exhibit "C", with any modifications thereto
required by the then-applicable state of facts, or any other form
of estoppel certificate reasonably required by a proposed
mortgagee.  It is the intention and agreement of Landlord and
Tenant that any such statement by Tenant may be relied upon by a
prospective purchaser or a prospective mortgagee of the Property,
or by others, in any matter affecting the Premises.  In the event
that Tenant shall fail to return a fully executed copy of such
estoppel certificate to Landlord within the foregoing ten (10)
day period, then Tenant shall be deemed to have approved and
confirmed all of the terms, certifications and representations
contained in such estoppel certificate, and Tenant irrevocably
authorizes and appoints Landlord as its attorney-in-fact to
execute such estoppel certificate on behalf of Tenant.

     25.    Default.  The occurrence of any of the following
            _______
events (each, an "Event of Default") shall constitute a material
                  ________________
default and breach of this Lease by Tenant:

            (a)  The failure of Tenant to take possession of the
Premises within thirty (30) days after the Commencement Date of
this Lease;

            (b)  The abandonment of the Premises by Tenant;

            (c)  The assignment of this Lease or subletting of
the Premises or any part thereof in violation of Section 14;

            (d)  A failure by Tenant to pay, when due, any
installment of Base Rent, Additional Rent or any other sum
required to be paid by Tenant under this Lease, where such
failure continues for more than ten (10) days after Tenant has
received written notice of the delinquent payment from or on
behalf of Landlord; provided, however, Landlord need not give any
such written notice, and Tenant shall not be entitled to any such
period of grace, more than twice in any twelve (12) month period;

            (e)  A failure by Tenant to observe and perform any
other provision or covenant of this Lease to be observed or
performed by Tenant, where such failure continues for thirty (30)
days after Tenant receives written notice thereof from or on
behalf of Landlord; provided, however, that if the nature of the
default is such that the same cannot reasonably be cured within
such thirty (30) day period, Tenant shall not be deemed to be in
default if Tenant shall commence the cure of the default within
such thirty (30) day period and thereafter diligently prosecute
the same to completion within sixty (60) days after Tenant
receives written notice thereof;

            (f)  The filing of a petition by or against Tenant
for adjudication as a bankrupt or insolvent or for its
reorganization or for the appointment of a receiver or trustee of
Tenant's property pursuant to any local, state or federal
bankruptcy or insolvency law; or an assignment by Tenant for the
benefit of creditors; or the seizure of Tenant's property by any
local, state or
federal governmental officer or agency or court-appointed
official for the dissolution or liquidation of Tenant or for the
operating, either temporary or permanent, of Tenant's business,
provided, however, that if any such action is commenced against
Tenant the same shall not constitute a default if Tenant causes
the same to be dismissed within sixty (60) days after the filing
thereof; or

            (g)  The entry of any order, judgment or decree
entered by a court of competent jurisdiction approving a petition
seeking reorganization of Tenant or all or a substantial part of
the assets of Tenant, or appointing a receiver, sequestrator,
trustee or liquidator or Tenant or any of its property, and such
order, judgment or decree shall continue unstayed and in effect
for any period of thirty (30) days.

     26.    Remedies.  Upon the occurrence of any Event of
            ________
Default set forth in Section 25 above, Landlord may exercise any
one or more of the following remedies:

            (a)  Landlord may perform for the account of Tenant
the cure of any such default of Tenant and immediately recover as
Additional Rent any expenditures made and the amount of any
obligations incurred in connection therewith, plus interest at
the Overdue Interest Rate from the date of any such expenditures.

            (b)  Landlord may accelerate all Base Rent and
Additional Rent due for the balance of the Term of this Lease and
declare the same, along with all sums past due, to be immediately
due and payable.  In determining the amount of any future
Additional Rent payments due Landlord as a result of Operating
Costs, Landlord may make such determination based upon the amount
of Additional Rent paid by Tenant with respect to Operating Costs
for the entire year immediately prior to such default.

            (c)  Landlord may re-enter and repossess the
Premises, breaking open locked doors, if necessary, and may use
as much force as necessary to effect such entrance without being
liable to any action or prosecution for such entry or the manner
thereof, and Landlord shall not be liable for the loss of any
property in the Premises.  Landlord may remove all of Tenant's
goods and property from the Premises.  Landlord shall have no
liability for any damage to such goods and property and Landlord
shall not be responsible for the storage or protection of the
same upon removal.  No re-entry or repossession of the Premises
shall be deemed a termination of this Lease or a release of
Tenant from its continuing obligations hereunder.  Without
limiting the foregoing, unless Landlord has elected to accelerate
rent as provided in Section 26(b), Tenant shall continue to pay
Base Rent, Additional Rent and other sums payable under this
Lease when and as due.  Tenant shall be entitled to a credit
against such sums payable to Landlord in an amount equal to the
net proceeds, if any, of any reletting effected for the account
of Tenant pursuant to Section 26 (e), after deducting from such
proceeds all of Landlord's expenses in connection with such
reletting (including, without limitation, all related
repossession costs, brokerage commissions, legal expenses,
attorneys' fees, employees' expenses, alteration costs and
expenses of preparation for such reletting).

            (d)  Landlord shall use reasonable efforts to relet
the Premises for and upon such terms and to such persons, firms
or corporations and for such period or periods as Landlord, in
its sole discretion, shall determine, which may include a term
beyond the termination of this
Lease.  Landlord need not consider any tenant offered by Tenant
in connection with such reletting or attempt to relet the
Premises prior to the lease of other available space in the
Building.  For the purpose of such reletting, Landlord may
decorate or make reasonable repairs, changes, alterations or
additions in or to the Premises to the extent deemed by Landlord
to be desirable or convenient and the cost of such repairs,
changes, alterations or additions shall be charged to and be
payable by Tenant as Additional Rent hereunder, as well as any
reasonable brokerage and legal fees expended by Landlord.  Any
sums collected by Landlord from any new tenant obtained for the
Premises shall be credited against the balance of Base Rent and
Additional Rent due hereunder as aforesaid.

            (e)  At its option, Landlord may serve notice upon
Tenant that this Lease and the then-unexpired Term hereof shall
cease and expire and become absolutely void on the date specified
in such notice, to be not less than five (5) days after the date
of such notice, without any right on the part of Tenant to save
the forfeiture by payment of any sum due or by the performance of
any term, provision, covenant, agreement or condition broken;
and, thereupon and at the expiration of the time limit in such
notice, this Lease and the Term hereof granted, as well as the
entire right, title and interest of Tenant hereunder, shall
wholly cease and expire and become void in the same manner and
with the same force and effect (except as to Tenant's liability)
as if the date fixed in such notice were the expiration date of
the Term of this Lease.  Thereupon, Tenant shall immediately quit
and surrender the Premises to Landlord and Landlord may enter
into and repossess the Premises by summary proceedings, detainer,
ejectment or otherwise and remove all occupants thereof and, at
Landlord's option, any property therein, without being liable to
indictment, prosecution or damages therefor.

            (f)  No expiration or termination of the Term
pursuant to Section 26(e), by operation of law or otherwise, and
no repossession of the Premises or any part thereof pursuant to
Section 26(c), or otherwise, and no reletting of the Premises or
any part thereof pursuant to Section 26(d) shall relieve Tenant
of its liabilities and obligations hereunder, all of which shall
survive such expiration, termination, repossession or reletting.

            (g)  In the event of any expiration or termination of
this Lease by reason of an occurrence of an Event of Default, and
Landlord has not elected to accelerate rent pursuant to Section
26(b), Tenant shall pay to Landlord the Base Rent, Additional
Rent and other sums required to be paid by Tenant to and
including the date of such expiration or termination; and,
thereafter, Tenant shall, until the end of what would have been
the expiration of the Term in the absence of such expiration or
termination, and whether or not the Premises or any part thereof
shall have been relet, be liable to Landlord for, and shall pay
to Landlord, as liquidated and agreed current damages, the Base
Rent, Additional Rent and other sums which would be payable under
this Lease by Tenant in the absence of such expiration or
termination, less the net proceeds, if any, of any reletting
effected for the account of Tenant pursuant to Section 26(d),
after deducting from such proceeds all of Landlord's expenses in
connection with such reletting (including, without limitation,
all related repossession costs, brokerage commissions, legal
expenses, attorneys' fees, employees' expenses, alteration costs
and expenses of preparation for such reletting).  Tenant shall
pay such current damages on the days on which the Base Rent would
have been payable under this Lease in the absence of such
expiration or termination, and Landlord shall be entitled to
recover the same from Tenant on each such day.
(h)  Any time after such expiration or termination of
this Lease or repossession of the Premises or any part thereof by
reason of the occurrence of an Event of Default, whether or not
Landlord shall have collected any current damages pursuant to
Section 26(g), Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord on demand, unless Tenant has
paid the whole of accelerated rent pursuant to  Section 26(b), as
and for liquidated and agreed final damages for Tenant's default
and in lieu of all current damages beyond the date of such demand
(it being agreed that it would be impracticable or extremely
difficult to fix the actual damages), an amount equal to (x) the
excess, if any, of (i) Base Rent, Additional Rent and other sums
which would be payable under this Lease for the remainder of the
Term from the date of such demand (or, if it be earlier, the date
to which Tenant shall have satisfied in full its obligations
under Section 26(g) to pay current damages) for what would have
been the then-unexpired term of this Lease in the absence of such
expiration, termination or repossession, discounted at the rate
of two percent (2%) per annum, over (ii) the then-fair rental
value of the Premises for the same period, discounted at a like
rate, plus (y) those costs, charges and expenses reimbursable to
Landlord under Section 26(j).  If any statute or rule of law
shall validly limit the amount of such liquidated final damages
to less than the amount above agreed upon, Landlord shall be
entitled to the maximum amount allowable under such statute or
rule of law.

            (i)  In the event of a breach or threatened breach by
Tenant of any of the agreements, conditions, covenants or terms
of this Lease, Landlord shall have the right to seek an
injunction to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other
remedies, indemnities or reimbursements are herein provided.  The
rights and remedies given to Landlord in this Lease are distinct,
separate and cumulative remedies, and no one of them, whether or
not exercised by Landlord, shall be deemed to be in exclusion of
any of the others.

            (j)  Tenant shall pay upon demand all of Landlord's
costs, charges and expenses, including all repossession costs,
brokerage commissions, alteration costs and expenses of
reletting, and fees and out-of-pocket expenses of legal counsel,
agents and others retained by Landlord incurred in enforcing
Tenant's obligations hereunder or incurred by Landlord in any
litigation, negotiation or transaction in which Tenant causes
Landlord, without Landlord's fault, to become involved or
concerned, together with interest at the Overdue Interest Rate
from the date incurred by Landlord to the date of payment by
Tenant.

            (k)  Tenant agrees that this Lease sets forth all
notices that Landlord may be required to give in connection with
the exercise of remedies and waives any and all further notices
of default, termination, to quit or otherwise that may be
required under any present or future laws.

            (l)  Landlord may exercise any other remedy, at law
or in equity, now or hereafter available to Landlord.

     27.    Landlord Default.  In the event Landlord fails to
            ________________
perform any of the agreements, terms, covenants or conditions of
this Lease required to be performed by Landlord, Tenant shall
have, as its sole remedy, the right to institute a lawsuit
against Landlord for damages resulting from such failure.
28.    Requirement of Strict Performance.  The failure or
            _________________________________
delay on the part of Landlord to enforce or exercise at any time
any of the provisions, rights or remedies in the Lease shall in
no way be construed to be a waiver thereof, or in any way to
affect the validity of this Lease or any part thereof, or the
right of Landlord to thereafter enforce each and every such
provision, right or remedy.  No waiver of any breach of this
Lease shall be held to be a waiver of any other or subsequent
breach.  The receipt by Landlord of Base Rent or Additional Rent
at a time when Base Rent or Additional Rent is in default under
this Lease shall not be construed as a waiver of such default.
The receipt by Landlord of a lesser amount than Base Rent or
Additional Rent due shall not be construed to be other than a
payment on account of Base Rent or Additional Rent then due, and
any statement on Tenant's check or any letter accompanying
Tenant's check to the contrary shall not be deemed an accord and
satisfaction, and Landlord may accept such payment without
prejudice to Landlord's right to recover the balance of Base Rent
or Additional Rent due or to pursue any other remedies provided
in this Lease.  No act or thing done by Landlord or Landlord's
agents or employees during the Term of this Lease shall be deemed
an acceptance of a surrender of the Premises and no agreement to
accept such a surrender shall be valid unless in writing and
signed by Landlord.

     29.    Surrender of Premises; Holding Over.

            _____________________

            (a)  This Lease shall terminate and Tenant shall
deliver up and surrender possession of the Premises to Landlord
on the last day of the Term hereof, and Tenant hereby waives the
right to any notice of termination or notice to quit.  Upon the
expiration or sooner termination of this Lease, Tenant covenants
to deliver up and surrender possession of the Premises in the
same condition in which Tenant has agreed to maintain and keep
the same during the Term of this Lease in accordance with the
provisions of this Lease, normal wear and tear excepted.

            (b)  If Landlord agrees in writing that Tenant may
hold over after the expiration or termination of this Lease,
unless the parties hereto otherwise agree in writing on the terms
of such holding over, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than five (5)
days advance written notice, or by Tenant at any time upon not
less than thirty (30) days advance written notice, and all of the
other terms and provisions of this Lease shall be applicable
during that period, except that Tenant shall pay Landlord from
time to time upon demand, as Base Rent for the period of any hold
over, an amount equal to double the Base Rent in effect on the
termination date, computed on a daily basis for each day of the
hold over period.  No holding over by Tenant, whether with or
without consent of Landlord, shall operate to extend this Lease
except as otherwise expressly agreed by Landlord in writing.  The
foregoing notwithstanding, if Landlord does not agree in writing
that Tenant may hold over after the expiration or termination of
this Lease, Landlord, in addition to accepting the daily Base
Rent during the period of such holding over, as hereinabove
provided, shall be entitled to pursue all remedies at law and in
equity to which Landlord is entitled, including, without
limitation, rights to ejectment and damages.

     30.    Compliance With Laws and Ordinances.
            ___________________________________

            (a)  In General.  At its sole cost and expense,
                 __________
Tenant shall promptly fulfill and comply with all laws,
ordinances, regulations and requirements of the municipal,
county, state
and federal governments and any and all departments thereof
having jurisdiction over the Property, and of the National Board
of Fire Underwriters or any other similar body now or hereafter
constituted, affecting Tenant's occupancy of the Premises or the
business conducted therein.

            (b)  Environmental Matters.
                 _____________________
                 (i)   Tenant represents and warrants that
Tenant's use does not, and its use of the Premises will not,
involve the use, maintenance, storage or discharge of materials
or substances that are defined or listed as hazardous or toxic by
any federal, state or municipal statutes, ordinances, laws rules
or regulations (collectively, "Hazardous Substances") other than
                               ____________________
materials of the type and in the quantities customarily found in
general office use, such as cleaning supplies and copier and
printer toner fluids ("Permitted Substances").  Tenant shall
                       ____________________
comply with all federal, state and municipal statutes,
ordinances, laws, rules and regulations relating to the storage,
use, discharge and disposal of such Permitted Substances.

                 (ii)   In the event any present or future
federal, state or municipal statute, ordinance, law, rule or
regulation requires Landlord or Tenant to obtain a clearance
certificate or declaration of non-applicability, similar or
dissimilar to those required by the New Jersey Industrial Site
Recovery Act, upon the expiration or sooner termination of this
Lease and/or any transfer of title to the Property, Tenant shall
apply therefor, or execute and deliver an application therefor to
Landlord without delay, and take such action as may be necessary
under such applicable statute, ordinance, law, rule or regulation
to obtain such clearance certificate or declaration.

            (c)  Recycling.  Tenant agrees to comply with all
                 _________
laws, ordinances, rules and regulations regarding the removal of
solid waste, including but not limited to voluntary or mandatory
recycling of paper, cardboard, glass, metal and plastic
containers.  Tenant shall be responsible for and shall reimburse
Landlord upon demand for all surcharges, fines and other costs
and expenses incurred by Landlord by reason of Tenant's failure
to comply with all applicable recycling requirements.

            (d)  ADA Compliance.  The parties acknowledge that
                 ______________
the Americans With Disabilities Act of 1990 (42 U.S.C. Section
12101 et seq.) and regulations and guidelines promulgated
thereunder, as all of the same may be amended and supplemented
from time to time (collectively referred to herein as the "ADA")
establish requirements for business operations, accessibility and
barrier removal, and that such requirements may or may not apply
to the Premises and Property depending on, among other things:
(1) whether Tenant's business is deemed a "public accommodation"
or "commercial facility", (2) whether such requirements are
"readily achievable", and (3) whether a given alteration affects
a "primary function area" or triggers "path of travel"
requirements.  The parties hereby agree that:  (a) Landlord shall
perform any required ADA Title III compliance in the common
areas, except as provided below, (b) Tenant shall perform any
required ADA Title III compliance in the Premises including any
leasehold improvements or other work to be performed in the
interior areas of the Premises (other than work included in the
Tenant Finish Work to be performed by Landlord pursuant to
Section 48) and (c) Landlord may perform and/or require that
Tenant perform and Tenant shall be responsible for the costs of,
ADA Title III "path of travel" compliance in the common areas
triggered by alterations in the Premises made by Tenant after the
Commencement Date.  Tenant shall be solely responsible for
requirements under Title I of the ADA relating to Tenant's
employees.

     31.    Use and Occupancy Taxes, Sales Taxes, and Other
            _______________________________________________
Taxes.  Landlord shall collect and Tenant shall be obligated to
_____
pay to Landlord all amounts owing to the Commonwealth of
Pennsylvania and any other governmental authority for use and
occupancy taxes or sales taxes with respect to the Premises or
the rentals payable under this Lease.  These payments shall be
made monthly at the time Tenant's Base Rent payments are due.
Payments representing amounts due for use and occupancy taxes or
sales taxes shall not be abated during any period that Base Rent
is abated pursuant to the terms of this Lease.  Tenant shall be
liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Premises,
and if any such taxes for which Tenant is liable are in any way
levied or assessed against Landlord, Tenant shall pay to Landlord
upon demand that part of such taxes for which Tenant is primarily
liable hereunder.

     32.    Waiver of Trial by Jury.  IT IS MUTUALLY AGREED BY
            _______________________
AND BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES
HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON
ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE
OF OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR
DAMAGE.  IT IS FURTHER MUTUALLY AGREED THAT IN THE EVENT LANDLORD
COMMENCES ANY SUMMARY PROCEEDING FOR NON-PAYMENT OF RENT, TENANT
WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR
DESCRIPTION IN ANY SUCH PROCEEDING.

     33.    Notices.  All notices or demands under this Lease
            _______
shall be in writing and shall be given or served by either
Landlord or Tenant to or upon the other, either personally, by
Registered or Certified Mail, Return Receipt Requested, postage
prepaid, or by Fed Ex or other nationally recognized overnight
delivery service, delivery charges prepaid.  Such notices and
demands shall be addressed, if to Landlord, to Landlord at
Landlord's Address, and if to Tenant, to Tenant at Tenant's
Address.  All notices and demands shall be deemed given or served
upon the date of receipt or refusal of delivery thereof, if
delivered personally, or three (3) business days after the date
deposited with the United States Postal Service, or one (1)
business day after the date delivered to the overnight delivery
service, even if the recipient shall fail or refuse to accept
delivery of such notice or demand.  Either Landlord or Tenant may
change its address to which notices and demands shall be
delivered or mailed by giving written notice of such change to
the other as herein provided.

     34.    Notice to Lender.  If the Premises or the Property or
            ________________
any part thereof are at any time subject to a mortgage or other
similar instrument and this Lease or the rentals are assigned to
such mortgagee, trustee or beneficiary and the Tenant is given
written notice thereof, including the post office address of such
assignee, then Tenant shall not terminate this Lease or abate
rentals for any default on the part of Landlord without first
giving written notice by certified or registered mail, return
receipt requested, to such assignee, specifying the default in
reasonable detail, and affording such assignee a reasonable
opportunity to make performance, at its election, for and on
behalf of the Landlord.

     35.    Real Estate Brokers.  Tenant warrants to Landlord
            ___________________
that Tenant dealt and negotiated only with LMS Commercial Real
Estate and Landlord for this Lease and with no other broker,
firm, company or person.  Tenant hereby agrees to indemnify,
defend and hold Landlord harmless from and against any and all
claims, suits, proceedings, damages, obligations, liabilities,
counsel fees, costs, losses, expenses, orders and judgments
imposed upon, incurred by or asserted against Landlord by any
broker or agent claiming by, through or under Tenant.

     36.    Force Majeure.  Landlord shall be excused for the
            _____________
period of any delay in the performance of any of its obligations
under this Lease, when prevented from so doing by any cause or
causes beyond Landlord's reasonable control, which shall include,
without limitation, delay in obtaining possession of the Premises
due to the holdover by an existing occupant, all labor disputes,
strikes, inability to obtain any materials or services, civil
commotion, restrictions, limitations or delays caused by
governmental regulations or governmental agencies, adverse
weather conditions or acts of God, each of which shall be an
event of "Force Majeure".
          _____________

     37.    Landlord's Obligations.  Landlord's obligations
            ______________________
hereunder shall be binding upon Landlord (and each successor
Landlord) only for the period of time that such Landlord is in
ownership of the Property, and upon termination of that
ownership, except as to any obligations which have then matured,
Tenant shall look solely to such Landlord's successor in interest
in the Property for the satisfaction of each and every obligation
of Landlord hereunder.  If any Security Deposit has been made by
Tenant, Landlord shall transfer such Security Deposit to the
purchaser and thereupon the transferring Landlord shall be
discharged from any further liability with respect thereto.

     38.    Landlord's Liability.  Notwithstanding any provision
            ____________________
to the contrary contained in this Lease, Tenant shall look solely
to the estate and interest of Landlord in and to the Property,
and Landlord shall have no personal liability, in the event of
any claim against Landlord arising out of or in connection with
this Lease, the relationship of Landlord and Tenant, or Tenant's
use of the Premises, and Tenant agrees that the liability of
Landlord arising out of or in connection with this Lease, the
relationship of Landlord and Tenant, or Tenant's use of the
Premises shall be limited solely to such estate or interest of
Landlord in and to the Property and that Landlord shall have no
personal liability as provided above in this sentence.  No
properties or assets of Landlord other than the estate and
interest of Landlord in and to the Property, and no property
owned by any partners, officer, member, director or trustee in or
of Landlord, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or
other judicial process) or for the satisfaction of any other
remedy of Tenant arising out of or in connection with this Lease,
the relationship of Landlord and Tenant or Tenant's use of the
Premises.  Further, in no event whatsoever shall any partner,
officer, member, director or trustee in or of Landlord have any
liability or responsibility whatsoever arising out of or in
connection with this Lease, the relationship of Landlord and
Tenant or Tenant's use of the Premises.

     39.    Liability of Tenant.  If there be more than one
            ___________________
Tenant, the obligations hereunder imposed upon Tenant shall be
joint and several.  The obligations hereunder imposed upon Tenant
shall be the joint and several obligations of Tenant and
Guarantor, and Landlord need not
first proceed against Tenant before proceeding against Guarantor
nor shall Guarantor be released from its guaranty for any reason
whatsoever, including without limitation, in case of any
amendments hereto, waivers hereof or failure to give such
guarantor any notice hereunder.

     40.    Financial Statements.  Within thirty (30) days

            ____________________
following Landlord's written request therefor, Tenant shall
deliver to Landlord a copy of Tenant's most recent financial
statements (consisting, at a minimum, of Tenant's current annual
report) for Tenant's fiscal year just ended, certified by an
independent certified public accountant as presenting fairly, in
all material respects, the financial position of Tenant and the
results of its operations in accordance with generally accepted
accounting principles.

     41.    Successors.  The respective rights and obligations of
            __________
Landlord and Tenant under this Lease shall bind and shall inure
to the benefit of Landlord and Tenant and their legal
representatives, heirs, successors and assigns, provided,
however, that no rights shall inure to the benefit of any
successor of Tenant unless Landlord's written consent to the
transfer to such successor has first been obtained as provided in
Section 14 above.

     42.    Governing Law.  This Lease shall be construed,
            _____________
governed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.

     43.    Severability.  If any provisions of this Lease shall
            ____________
be held to be invalid, void or unenforceable, the remaining
provisions of this Lease shall in no way be affected or impaired
and such remaining provisions shall continue in full force and
effect.

     44.    Captions.  Any headings preceding the text of the
            ________
several Sections of this Lease are inserted solely for
convenience of reference and shall not constitute a part of this
Lease or affect its meaning, construction or effect.

     45.    Gender.  As used in this Lease, the word "person"
            ______
shall mean and include, where appropriate, an individual,
corporation, partnership or other entity; the plural shall be
substituted for the singular, and the singular for the plural,
where appropriate; and words of any gender shall mean and include
any other gender.

     46.    Execution.  The submission and negotiation of this
            _________
Lease by Landlord shall not be deemed an offer to lease by
Landlord, but merely the solicitation of such an offer from
Tenant.  Tenant's execution and delivery of this Lease
constitutes a firm offer which may not be withdrawn for a period
of thirty (30) days after delivery to Landlord.  This Lease shall
only become effective when it has been signed by a duly
authorized officer or representative of both Landlord and Tenant.

     47.    Entire Agreement.  This Lease, including the
            ________________
Exhibits, contains all the agreements, conditions,
understandings, representations and warranties made between
Landlord and Tenant with respect to the subject matter hereof,
and may not be modified orally or in any manner other than by an
agreement in writing signed by both Landlord and Tenant or their
respective successors in interest.

     48.    Tenant Finish Work.
            __________________
(a)  In General.  Landlord shall construct Tenant
                 __________
Finish Work in the Premises in accordance with Exhibit "B"
attached hereto.  Landlord shall use diligent efforts to have the
Premises Substantially Completed by the Scheduled Commencement
Date, subject to delays caused by Tenant ("Tenant Delays"), Force
                                           _____________
Majeure or other causes beyond Landlord's reasonable control, any
of which shall extend the Scheduled Commencement Date for a
period equal to the total of the duration of each such delay.
Tenant shall also pay to Landlord as Additional Rent on the
Commencement Date of the Term an amount equal to the aggregate
number of days of delay due to Tenant Delays, multiplied by the
annual Base Rent for the first year of the Term of the Lease,
divided by three hundred sixty five (365) days.

            (b)  Substantial Completion.  The terms
                 ______________________
"Substantially Completed" and "Substantial Completion" shall
 _______________________       ______________________
mean:

                 (i)   Landlord has completed the Tenant Finish
Work so that (i) Tenant can use the Premises for its business
purposes and (ii) the only incomplete items are Long Lead Items
and other punchlist items, including but not limited to minor
details of construction and mechanical adjustments.  As used
herein, "Long Lead Items" are items of construction which require
         _______________
longer than eight (8) weeks to order and install in the Premises.

                 (ii)  Landlord has secured a temporary
certificate of occupancy from Manheim Township or the Township
has otherwise authorized the use and occupancy of the Premises
(provided that this requirement shall not apply if a temporary
certificate of occupancy is not available due to work performed
or to be performed by Tenant and its separate contractors).

                 (iii) Tenant, its employees, agents, and
invitees, have ready access to the Building and Premises through
the lobby, entranceways, elevators, and hallways.

                 (iv)  the Premises are ready for the
installation of Tenant's Property (as defined below), or any
decoration that Tenant will install.

                 (v)   The following items are installed and in
good operating order:  (i) elevators, HVAC, utilities, and
plumbing serving the Premises and (ii) the doors and hardware
(which may be temporary doors and hardware if the items specified
are Long Lead Items).

                 (vi)  the Premises are broom clean.

            (c)  Advance Notice.  Landlord shall give Tenant at
                 ______________
least five (5) days advance notice of the estimated date of
Substantial Completion if different from the Scheduled
Commencement Date.  If the estimated date of Substantial
Completion changes at any time after Landlord gives such notice,
then Landlord shall give five (5) days advance notice of the new
estimated date of Substantial Completion.

            (d)  Inspection and Punchlist.  Prior to or within
                 ________________________
ten (10) days following the Commencement Date, Landlord and
Tenant shall inspect the Premises, and prepare a punchlist.  The
punchlist shall list incomplete, minor, or insubstantial details
of construction; necessary mechanical adjustments; and needed
finishing touches.  Landlord will use reasonable efforts to
complete the correction of punchlist items within thirty (30)
days after such inspection.
(e)  Installation of Tenant's Property.  During the
                 _________________________________
last twenty (20) days prior to the estimated date of Substantial
Completion, Tenant and Tenant's contractors may place and install
Tenant's furniture, trade fixtures, equipment and other personal
property (together "Tenant's Property") in the Premises without
                    _________________
triggering the Commencement Date or incurring liability on the
part of Tenant for Base Rent or Additional Rent, provided,
however (1) prior to any such installation, Tenant shall provide
Landlord with evidence of Tenant's insurance as provided in
Section 17 hereof, (2) all of the other terms and conditions of
the Lease shall apply during the installation of Tenant's
Property, (3) Tenant and Tenant's contractors shall not interfere
with the completion of the Tenant Finish Work and (4) in the
event of a work stoppage in the Tenant Finish Work caused by the
installation of Tenant's Property or in the event of the
interference by Tenant or Tenant's contractors installing
Tenant's Property with Landlord's construction, Tenant or
Tenant's contractors, as the case may be, shall immediately cease
work and suspend the installation of Tenant's Property until the
completion by Landlord of the Tenant Finish Work.

            (f)  Tenant Improvements.  If Tenant desires to
                 ___________________
construct finish work ("Tenant Improvements") beyond the Tenant
                        ___________________
Finish Work specified on Exhibit "B" attached hereto, Tenant
shall do so at Tenant's sole cost and expense.  Such Tenant
Improvements shall be subject to Landlord's prior written consent
and performed in compliance with Sections 10 and 11 hereof.

            (g)  Exterior Finishes.  Landlord shall construct the
                 _________________
exterior facade of the Building in accordance with the standard
finish work shown on the architectural drawings described as
Lausch Lane Project prepared by Light-Heigel & Associates, Inc.
dated February 24, 2005, last revision April 22, 2005 (the
"Standard Facade").  If Tenant desires to make adjustments, which
adjustments shall require Landlord's prior written consent, to
the plans for the Standard Facade, and such adjustments increase
the cost of the exterior facade beyond that for the Standard
Facade, Tenant shall bear such increase in cost.  Tenant shall be
required to advance the amount of such increase promptly upon
Landlord's approval of such adjustments.

     49.    Option to Renew.  Landlord hereby grants Tenant three
            _______________
(3) options to renew the Term of the Lease, upon the following
terms and conditions:

            (a)  The first renewal term (such renewal term, once
exercised, is referred to in this Section as the " First Renewal
                                                   _____________
Term") shall be for five (5) years, commencing on the next day
____
following the expiration date of the initial Term of this Lease;

            (b)  The second renewal term (such renewal term, once
exercised, is referred to in this Section as the "Second Renewal
                                                  ______________
Term") shall be for five (5) years, commencing on the next day
____
following the expiration date of the First Renewal Term of this
Lease;

            (c)  The third renewal term (such renewal term, once
exercised, is referred to in this Section as the "Third Renewal
                                                  _____________
Term") shall be for four (4) years and eleven (11) months,
____
commencing on the next day following the expiration date of the
Second Renewal Term of this Lease;
(d)  Except as provided below, Tenant must exercise
the first renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the initial Term;

            (e)  Except as provided below, Tenant must exercise
the second renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the First Renewal Term;

            (f)  Except as provided below, Tenant must exercise
the third renewal option, if at all, upon at least twelve (12)
months written notice to Landlord, prior to the expiration date
of the Second Renewal Term;

            (g)  At the time Tenant delivers its notice of
election to renew for any Renewal Term to Landlord, this Lease
shall be in full force and effect, Tenant shall not have assigned
this Lease or sublet the Premises, and no Event of Default shall
have occurred and be continuing hereunder;

            (h)  The First Renewal Term, the Second Renewal Term
and the Third Renewal Term shall each be upon the same terms,
covenants and conditions contained in the Lease, except that the
Annual Base Rent shall be the Annual Base Rent applicable to such
First Renewal Term, Second Renewal Term or Third Renewal Term, as
shown on the Reference Data; and

            (i)  There shall be no further privilege of renewal.

            (j)  If Tenant exercises these option to renew,
Landlord and Tenant shall execute and deliver an amendment to
this Lease confirming the commencement and expiration dates of
the First Renewal Term, Second Renewal Term or Third Renewal
Term, as applicable, and any other relevant terms and conditions
agreed upon by Landlord and Tenant applicable during such First
Renewal Term, Second Renewal Term or Third Renewal Term.  In such
event the term "Term" whenever used herein shall be deemed to
                ____
include such First Renewal Term, Second Renewal Term and Third
Renewal Term.

     50.    Naming Rights.  Provided that Tenant continues to
            _____________
occupy the Third Floor, or at least one third (1/3rd) of the
Premises, subject to Landlord's prior written consent, which
shall not be unreasonably withheld, Tenant shall have the right
to designate the name by which the Building shall be commonly
known.  At Tenant's cost and expense Landlord shall include the
building name so designated by Tenant in the Building's signage.

     51.    ATM Machine.  For so long as Tenant continues to
            ___________
occupy the Third Floor, or at least one third (1/3rd) of the
Premises, Tenant shall have the right and license to install and
operate, at Tenant's sole cost and expense, an ATM machine in a
location mutually agreed upon by Landlord and Tenant.   Tenant's
installation and operation of such ATM machine shall be at
Tenant's sole risk and expense.  Tenant shall be responsible for
providing all security that may be required with respect to the
ATM machine and shall indemnify and hold Landlord harmless from
and against all loss, cost and expense arising out of or in
connection with the installation and operation of the ATM
machine.  Without limiting the foregoing, Tenant shall pay all
electric charges for operation of the ATM machine and reimburse
Landlord for any additional
maintenance costs incurred due to the presence of the ATM
machine.  Upon the expiration or sooner termination of this Lease
Tenant shall remove the ATM machine and restore the affected
portion of the Building to its condition prior to the
installation thereof.

     52.    Right of First Offer.  Provided that no Event of
            ____________________
Default has occurred and is then continuing under this Lease,
Tenant shall, during the Lease Term, have a right of first offer
(a "Right of First Offer"), subject to the terms of this Section,
    ____________________
to purchase the entirety (but not less than the entirety) of the
Property, in accordance with the terms of this Section.

            (a)  In the event, during the Term, (i) Landlord
shall determine, in its sole and absolute discretion, that
Landlord desires to sell the Property, or (ii) Landlord shall
receive an unsolicited offer to purchase the Property for a third
party which Landlord contemplates accepting, Landlord shall
notify Tenant in writing of Landlord's intent to market the
Property (the "Offer Notice").  The Offer Notice shall disclose
               ____________
to Tenant Landlord's asking price for the Property (the "Offer
                                                         _____
Price").
_____

            (b)  The following provisions shall govern the
exercise by Tenant of its Right of First Offer:

                 (i)   Tenant shall have fifteen (15) business
days after receipt of the Offer Notice to (A) exercise its Right
of First Offer by giving Landlord written notice of Tenant's
election to acquire all (but not less than all) of the Property
at the Offer Price (an "Election Notice"), or (B) elect not to

                        _______________
exercise its Right of First Offer for the acquisition of the
Property.  Tenant's failure to timely respond to the Offer Notice
shall constitute Tenant's election not to exercise its Right of
First Offer.

                 (ii)  If Tenant elects (whether by failure to
respond within the requisite time period or otherwise) not to
exercise its Right of First Offer, Landlord shall be free to
offer the Property for sale to the public at such price and on
such terms as Landlord deems appropriate in its sole and absolute
discretion.

                 (iii) In the event Tenant exercises its Right of
First Offer within the fifteen (15) business day period described
in Section 52(b)(i) above, then Tenant and Landlord shall execute
an Agreement of Purchase and Sale for the Property in accordance
with subsection (c), below.

                 (iv)  If Tenant fails or declines to exercise
its Right of First Offer under this Section, and Landlord enters
into a sale contract for the Property with a prospective
purchaser which is no longer subject to Tenant's Right of First
Offer hereunder, Landlord shall be under no obligation thereafter
to inform Tenant of any modifications or amendments to such
contract entered into after its execution, notwithstanding that
the effect of such amendment may be to reduce the purchase price
for the Property, and any such price reduction shall be fully
effective, free and clear of any right of Tenant under this
Section, it being agreed that Tenant's Right of First Offer shall
forever terminate and thereafter be null and void and of no force
or effect upon the Landlord's entry into any contract of sale for
the Property.

            (c)  Within ten (10) days after receipt of Tenant's
Election Notice, Landlord shall prepare and deliver to Tenant an
Agreement of Purchase and Sale (the "Agreement of
                                     ____________
Sale") which shall:  (i) evidence the parties non-contingent
____
binding obligation to sell (as to Landlord) and to purchase (as
to Tenant) the Property at and for the Offer Price, (ii) provide
for the immediate payment of a deposit from Tenant to Landlord in
an amount equal to ten percent (10%) of the Offer Price, (iii)
provide for closing thereunder on an all cash basis not later
than ninety (90) days after the date of the Offer Notice, (iv)
provide for the sale of the Property on an "as-is, where-is"
basis without representations or warranties of any kind, (v)
limit Tenant's damages as a result of its default under the
Agreement of Sale to the amount of the deposit set forth in
subsection (ii) above, provided that in the event Tenant contests
Landlord's right to receive and retain such deposit, and Landlord
prevails in such contest, Landlord shall be entitled to recover
from Tenant its reasonable attorneys fees and court costs in
addition to forfeiture of the deposit, and (vi) evidence such
other terms and conditions as Landlord and Tenant may mutually
agree.  Tenant and Landlord shall agree on the content of the
Agreement of Sale within twenty (20) days after delivery thereof
to Tenant, and thereafter shall execute the Agreement of Sale and
deliver same, prepared in accordance with the foregoing
requirements, not later than forty (40) days after the date of
the Offer Notice.

            (d)  In the event Tenant fails or declines to
exercise its Right of First Offer within the requisite time
periods in accordance with this Section, or in the event Tenant
fails or declines to execute and deliver the Agreement of Sale
within the requisite time period after Tenant exercises its Right
of First Offer, then Tenant's Right of First Offer shall be
extinguished and be of no further force and effect unless
Landlord does not execute a contract for sale of the Property for
a period of ten (10) months thereafter and Landlord shall have
the right to enter into a contract to sell the Property or any
part thereof to any other party during such ten (10) month period
without any further notification to Tenant.

            (e)  Time is of the essence in this Section.

            (f)  Tenant acknowledges and agrees that this Right
of First Offer and any other rights granted under this Section
are granted exclusively to Tenant and not to any assignee or
sublessee of Tenant.

            (g)  In the event (A) Tenant declines to exercise its
option under the Right of First Offer described above, and
Landlord has not entered into a contract to sell the Leased
Premises for a period of ten (10) months after Tenant first
declined or failed to act upon such right, and (ii) after
expiration of such ten (10) month period, Landlord at any time
thereafter and during the Term determines in its sole and
absolute subjective discretion to offer the Property for sale,
then:  (x) Landlord agrees to notify Tenant in accordance with
the terms of this Section, and (y) Tenant's Right of First Offer
shall remain in effect strictly in accordance with the terms and
provisions of this Section.

            (h)  In the event Tenant exercises its Right of First
Offer as granted herein, pending the exercise thereof and the
date of closing thereon, Tenant agrees that (i) it will remain in
possession of the Premises solely under this Lease and not as a
purchaser in possession or under an alleged pre-occupancy
agreement, (ii) possession of fee simple ownership shall be given
only upon the consummation of closing under the Agreement of
Sale, (iii) until consummation of closing under the Agreement of
Sale, Tenant will continue to pay the Rent and all additional
rent hereunder as the same become due and payable, with the
understanding that a
Default hereunder shall entitle Landlord to exercise its rights
hereunder as if the Agreement of Sale did not exist, and (iv) in
the event of a default under the Agreement of Sale or for any
reason closing thereunder is not consummated, this Lease shall
remain in full force and effect unaffected thereby (provided that
in the event the closing is not consummated by reason of Tenant's
default under the Agreement of Sale, the terms and provisions of
this Section shall thereafter be null and void).

     53.    Guaranty.  Guarantor hereby agrees to guaranty the
            ________
obligations of Tenant under this Lease in accordance with the
terms and conditions set forth herein, and to execute a Guaranty
Agreement in form and substance acceptable to Landlord upon the
request of Landlord.

     54.    Exhibits .  Attached to this Lease and made part
            ________
hereof are Exhibits A, B, and C.

(next page is signature page)
IN WITNESS WHEREOF, Landlord and Tenant have duly executed
this Lease the day and year first above written.

WITNESS OR ATTEST:             LANDLORD:

                               LAUSCH LANE ASSOCIATES, LP
                               a Pennsylvania limited partnership

/s/ Brenda S Cook              By: /s/ Joseph W. Deerin
__________________________        _________________________
                                  Name:  Joseph W. Deerin
                                  Title: Member

WITNESS OR ATTEST:             TENANT:

                               UNION NATIONAL COMMUNITY BANK, a
                               National Banking Association

/s/ Christine Power            By: /s/ Mark D. Gainer
__________________________        __________________________
                                  Name: Mark D. Gainer
                                  Title: President  & CEO

Acknowledged and Agreed to by the Guarantor
for the purposes of Section 53 only:

UNION NATIONAL FINANCIAL CORPORATION,
a Pennsylvania corporation

By: /s/ Mark D. Gainer
   _____________________________
Name:  Mark D. Gainer
Title: President & CEO
EXHIBIT A

                LEGAL DESCRIPTION OF THE LAND
                _____________________________
Description of Lot 1
for Blackford Development
Manheim Township, Lancaster County, Pennsylvania

ALL THAT CERTAIN lot situate on the east side of Lausch Lane (T-
705) in Manheim Township, Lancaster County, Pennsylvania; being
known as Lot 1 as shown on a Plan prepared by RETTEW Associates,
Inc. dated September 22, 2004, last revised March 23, 2005,
drawing number 03-03337-008, recorded in the office for the
recording of deeds in and for Lancaster County, Pennsylvania, in
Subdivision Plan Book J-     , page        , and being more fully
bounded and described as follows:

BEGINNING AT A POINT on the proposed east right-of-way line of
Lausch Lane (55' wide); thence along land, now or late, of Gerald
R. Horst N 86  43' 43" E, a distance of 200.76' to a 1/2" rebar
(found), a corner of land of Granite Properties; thence along the
same S 05  45' 59" E, a distance of 556.29' to a point; said last
mentioned course having crossed over a 5/8" rebar located a
distance of 0.29' north of the terminus of said course; thence
along other land of Granite Properties S 84  13' 32" W, a
distance of 95.00' to a point, a corner of Lot 2; thence along
the same the following two (2) courses and distances: 1) N 05
45' 59" W, a distance of 286.47' to a point, and 2) N 80  55' 55"
W, a distance of 181.72' to a point on the proposed east right-
of-way line of Lausch Lane; thence along the same the following
two (2) courses and distances: 1) on a line curving to the left
having a radius of 554.50', an arc distance of 96.31', the chord
of said arc being N 14  02' 39" E, a distance of 96.19' to a
point, and 2) N 09  04' 05" E, a distance of 146.43' to the POINT
AND PLACE OF BEGINNING.

CONTAINING:     2.038 acres.

SUBJECT TO A drainage easement extending through this Lot as
shown on the above-referenced Plan.

SUBJECT TO clear sight lines located in the northwest portion of
this Lot as shown on the above-referenced Plan.
EXHIBIT B

                    TENANT FINISH WORK
                    __________________

Landlord shall prepare the Premises for Tenant's use to the
following specifications:

             Specifications for interior Finishes

LAUSCH LANE OFFICES

1. Walls

   a. All interior offices and related walls will be drywall.
      Walls will be finished painted and up to 80% of the walls
      are planned to be finished with vinyl wall covering. Wall
      covering allowance is $25.00 PSR.
   b. Wall in closets, utility areas and such like will be
      painted.
   c. The walls in the rest rooms will be finished with ceramic
      tile.

2. Ceilings

   a. The ceiling in the offices and related area will be
      Armstrong 2' X 2' cortago tegular suspended ceilings.
   b. The ceiling in closets and utility areas will be standard
      2' X 2' suspended ceilings.

4. Flooring

   a. The offices and related areas will be finished with carpet.
      Carpet cost based on commercial grade carpet with an
      allowance of $ 20.00 PSY installed.
   b. The baseboard in all areas where carpet is installed will
      be carpet base. The base will be ceramic in the areas where
      ceramic tile flooring is installed.
   c. The baseboard in closets and such like will be standard 4"
      vinyl base.
   d. Ceramic tile will be installed on the floors of the rest
      rooms and the lobby areas.

5. Door and trim

   a. All interior doors will be 1  "  solid core wood doors with
      oak or birch veneer.
   b. All trim in the building, including door jambs will be
      solid oak or birch. The trim will be a molded type.
   c. Architectural hardware to be commercial grade with brushed
      aluminum finish.
   d. Door side lights to be install in conference rooms and
      offices as selected.

6. Lighting
a. The lighting through out the offices and related area will
      be 2' X 4' lay-in florescent fixtures with chrome finished
      parabolic lens. The lighting levels will be typical of
      requirements of the area being lighted.
   b. Accent lighting will be used in areas like the lobbies,
      entries, and conference rooms.

7. Heating & Cooling

   a. The heating and cooling system will be gas heating and
      electric cooling.
   b. There will be four systems (zones) for each floor.

8. Rest Rooms

   a. Rest rooms will be installed on all floors as required by
      the ADA codes and Manheim Township plumbing code
      requirements. Kohler plumbing fixtures will be used in the
      rest rooms.
   b.

9. Automatic Sprinkler system.

   a. An automatic sprinkler system will be installed through-out
      the building as required by the building codes.

10. ADA and accessibility regulations

   a.  The building will be designed to meet the accessibility
       requirements as required by IBC 2003 building code ADA and
       accessibility codes.

11. Fire alarm system

   a. The sprinkler system will be monitored as required by the
      building code. Notice appliances (horn & strobes) will be
      install throughout the building in accordance with the
      building code requirements.

12. Building entry security system.

   a. The building entry doors will be equipped with an
      electronic entry system, for use by all tenants entering
      the building, during off hours. The exterior entry doors
      will be unlocked and locked electronically at agreed upon
      times.
   b. The passenger elevator will also be controlled by the same
      security entry system and will operate at agreed times, and
      the building occupants will be able to electronically
      operate the elevator during off hours.
   c. Should a tenant want their office entry door(s) to be
      controlled by the building electronic entry system, he can
      pay to have this system added to his entry door(s).
   d. Access cards or fobs will be available for the tenants from
      the security company at the tenants expense.
EXHIBIT C

                FORM ESTOPPEL CERTIFICATE
                _________________________

TO:_________________ ("Landlord") and/or whom else it may
concern:

THIS IS TO CERTIFY:

   1.  That the undersigned is the Tenant under that certain
lease dated _____________, 200__, and, if applicable, amended on
___________________, by and between ___________________
("Landlord"), and the undersigned ("Tenant") covering those
certain premises located as shown on Exhibit A to the Lease (the
"Premises").

   2.  That said Lease is in full force and effect and, except as
noted in Paragraph 1 above has not been modified, changed,
altered or amended in any respect, and is the only Lease or
agreement between the Tenant and the Landlord affecting the
Premises.

   3.  To the best of Tenant's knowledge, the information
regarding the Lease set forth below is true and correct:
       (a)  Square Footage of the Premises:____________________

       (b)  Annual Base Rent as of the commencement of Lease:

       ___________________________________________________

       (c)  Current annual Base Rent (if different than at
            commencement):

       ___________________________________________________

       (d)  Commencement Date of Lease:__________________________

       (e)  Lease termination date:______________________________

       (f)  Rent paid to and including:__________________________

       (g)  Security Deposit:___________________________________

       (h)  Prepaid rent for and in amount of:___________________

       (i)  Amount of current monthly payment obligations with
            respect to Operating Costs under the Lease:

       __________________________

       (j)  Dates through which Tenant has paid monthly payments
            with respect to Operating Costs:

       __________________________
4. Tenant now occupies the Premises, accepts the Premises in
their current condition subject only to those punch list items
listed in Exhibit A, if any, and is not aware of any defect in
the Premises except as described in Exhibit A, if any.

   5. No rent has been paid in the current month other than as
disclosed in paragraph 3.  No free rent or other concessions,
benefits, or inducements other than as specified in the Lease
have been granted to Tenant or undertaken by the Landlord.

   6. Tenant has not been granted any renewal, expansion, or
purchase options and has not been granted any rights of first
refusal except as disclosed in writing in the Lease.

   7. Neither Tenant nor to the best of Tenant's knowledge,
Landlord is in breach of the Lease and there has not occurred any
event, act, omission or condition which by notice or lapse of
time or both or otherwise, will result in any breach by Tenant or
to the best of Tenant's knowledge, by Landlord.  As of the date
hereof, and except as set forth in the Lease, the undersigned is
entitled to no credit, offset or deduction in rent.  Tenant knows
of no liabilities or obligations of Landlord which have accrued
but are unsatisfied under the Lease as of the date of this
Certificate.

   8. To the best of Tenant's knowledge, there are no actions,
whether voluntary or otherwise, pending against the undersigned
under the bankruptcy laws or other laws for the relief of debtors
of the United States or any state thereof.

   DATED THIS _____ day of __________, 200__.

                                TENANT:

                                ______________________________
                                a

                                By: __________________________
                                    Name:
                                    Its: