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                      MEMORANDUM OF OFFICE BUILDING LEASE

                               AGREEMENT BETWEEN

               WRGSB ASSOCIATES, an Illinois Limited Partnership
               -------------------------------------------------
                                   (Landlord)

                                      and

                WALNUT ASSOCIATES, INC., a Delaware Corporation
                -----------------------------------------------
                                    (Tenant)


PREMISES:  SUITES 105, 200, 202
           GSB BUILDING
           ONE BELMONT AVENUE
           BALA CYNWYD, PA  19004


    THIS IS A MEMORANDUM OF LEASE made as of August 3, 1995 by and between 
WRGSB Associates, an Illinois Partnership (hereinafter referred to as 
"Landlord"), with an office address of GSB Building - Suite 401, One Belmont 
Avenue, Bala Cynwyd, Pennsylvania, and Walnut Associates, Inc., a Delaware 
Corporation (hereinafter referred to as "Tenant").

    Landlord and Tenant hereby state and confirm, as a matter of public record, 
the following:

1.  Landlord and Tenant have entered into an Office Building Lease dated as of 
July 11, 1995 (the "Lease"), relating to the lease of 14,927 square feet of 
office space located on the first and second floors of One Belmont Avenue, Bala 
Cynwyd, Pennsylvania, for suites numbered 105, 200 and 202 of the demised 
premises.  Tenant may, after written notice to Landlord, sublet any portion of 
the Demised Premises to its affiliates or subsidiaries or other successors in 
interest to the Law Office of William Shapiro, Esq., P.C., Walnut Equipment 
Leasing Co., Inc., and Welco Securities, Inc.

2.  The initial term of the Lease is seven years, four months, commencing on or 
about November 1, 1995, and expiring on or about February 28, 2003.  Tenant, at 
its option, may renew the Lease, on similar terms and conditions and in the 
manner provided, for one additional term of five years, commencing on the day 
following termination of the initial term or any extended term, as appropriate. 
Tenant also may  request an early termination of the lease effective August 31, 
2000, under certain terms and conditions as set forth in the Lease.


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3.  The Lessee has not been extended any option or right to purchase the 
premises.  Landlord has agreed that prior to renting any space on the first or 
second floors of the Building to any third party, Tenant shall have certain 
rights of first refusal on such space at the same terms and conditions as set 
forth in the Lease.

4.  This memorandum is intended for recording purpose only, and does not 
modify, supersede, diminish, add to or change all or any of the terms of the 
Lease in any respect.

IN WITNESS WHEREOF, Landlord and Tenant have executed and acknowledged this 
Memorandum of Lease, effective as of the date and year first written above.



                                         Landlord: /s/  Tom Molina
                                                   ---------------------------
Attest: -------------------------              By: Tom  Molina, Vice President



(Corporate Seal)                         Tenant: /s/  William Shapiro
                                                 -----------------------------
                                             By: William Shapiro, President