ASSIGNMENT

         THIS ASSIGNMENT (the  "Assignment")  is made as of this 1st day of May,
1996 by and between J. BRIAN O'NEILL (the  "Assignor"),  and  BRYEMERE,  L.P., a
Pennsylvania limited partnership (the "Assignee").

                                   BACKGROUND

         A. The Assignor and Adwin Realty Company,  a Pennsylvania  corporation,
and LBA Associates, a Pennsylvania general partnership, are parties to a certain
Agreement  of Sale and  Purchase  dated as of February  28, 1996 (the  "Purchase
Agreement").

         B. Assignor desires to assign to the Assignee, and the Assignee desires
to accept from the Assignor,  all of the Assignor's right, title and interest in
and to the Purchase Agreement.

         NOW, THEREFORE, in consideration of the foregoing background and of the
mutual promises of the parties contained herein, and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
Assignor  and the  Assignee,  intending  to be legally  bound,  hereby  agree as
follows:

         1.  Assignment.  The  Assignor  hereby  assigns,  transfers,  sells and
conveys all of his right, title and interest in and to the Purchase Agreement to
the Assignee.

         2. Acceptance of Assignment. The Assignee hereby accepts the assignment
by the  Assignor of all of the  Assignor's  right,  title and interest in and to
Purchase  Agreement  and assumes  all of the  Assignor's  obligations  under the
Purchase Agreement.

         3. Pennsylvania Jurisdiction and Law. This Assignment shall be governed
by,  and  construed  in  accordance  with,  the  laws  of  the  Commonwealth  of
Pennsylvania. The parties hereto agree that sole and exclusive jurisdiction over
and proper venue relating to any controversy or claim arising out of or relating
to this  Assignment  or the breach  thereof  shall  reside in the United  States
District Court for the Eastern District of  Pennsylvania.  This Assignment shall
be  construed  without  the aid of any  canon,  custom or rule of law  requiring
construction against the draftsman.

         4. Successors and Assigns.  This Assignment  shall inure to the benefit
of, and be binding upon, the heirs,  executors,  administrators,  successors and
assigns of the respective parties hereto.

         5.  Headings.   Paragraph  and  Section   headings  herein  shall  have
absolutely  no  legal  significance  and are used  solely  for  convenience  and
reference.

         6.  Counterparts.  This  Assignment  may be executed in one (1) or more
counterparts and by the different parties hereto in separate counterparts,  each
of which when executed  shall be deemed to be an original but all of which taken
together shall constitute one (1) and the same agreement.
         IN WITNESS  WHEREOF,  the Assignor  and the  Assignee  have caused this
Assignment to be executed as of the date and year first above written.

                               ASSIGNOR:


                               /S/
                               J. BRIAN O'NEILL


                               ASSIGNEE:

                               BRYEMERE, L.P., a Pennsylvania limited
                               partnership

                               BY:      BRYEMERE ESTATE PLANNING
                                        AND CONSTRUCTION, INC., a
                                        Delaware corporation,
                                        Its General Partner

                                        BY:      /S/
                                                 J. BRIAN O'NEILL, President

                               CONSENTED TO AND AGREED:

                               ADWIN REALTY COMPANY,
                               a Pennsylvania corporation

                               BY:      /S/
                                        ANNAMARIE C. DONLEY,
                                        Vice-President


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                               LBA ASSOCIATES,
                               a Pennsylvania general partnership

                               BY:      ADWIN REALTY COMPANY,
                                        a Pennsylvania corporation,
                                        a General Partner

                                        BY:      /S/
                                                 ANNAMARIE C. DONLEY,
                                                 Vice-President

                               BY:      ADWIN INVESTMENT CO.,
                                        a Pennsylvania corporation,
                                        a General Partner

                                        BY:      /S/
                                                 ANNAMARIE C. DONLEY,
                                                 Vice-President