
                             Kelly Township            
                             Union County, Pennsylvania


                 OPTION TO PURCHASE AGREEMENT


    This Option to Purchase Agreement made as of the 21st  
day of May, 1996, by and between MARVIN L. SLOMOWITZ, an
individual (the "Optionor"), and MARK CENTERS LIMITED
PARTNERSHIP, a Delaware limited partnership ("Optionee").


                                BACKGROUND:

    A.   Optionor is the owner of approximately 26.6 acres
of property located in the Township of Kelly, County of Union,
Commonwealth of Pennsylvania (the "Premises").  The Premises are
more particularly described on Exhibit A attached hereto.

    B.   Optionee is the owner of a shopping center
adjacent to the Premises and may desire to expand the shopping
center onto the Premises, and therefore desires an option to
purchase the Premises.

    C.   Optionor wishes to grant to Optionee and Optionee
wishes to take from Optionor the aforesaid option to purchase the
Premises, all as more fully set forth below.

    NOW, THEREFORE, in consideration of the foregoing and
of the mutual promises contained herein, and intending to be
legally bound, Optionor and Optionee agree as follows:

    1.   Grant of Option.  For and in consideration of the
payments described in Paragraph 3 below, Optionor grants to
Optionee, and Optionee takes from Optionor, the option to
purchase the Premises (the "Purchase Option") at any time during
the term of this Agreement by giving written notice to Optionor
(the "Exercise Notice") of its election to exercise the Purchase
Option.

    2.   Term.
         (a)  Term.  The initial term of this Agreement shall
commence as of the date hereof and shall end as of 11:59 p.m. on
May 10, 1999 (the "Initial Term").

         (b)  Termination.  Optionee may terminate the term
of this Agreement at any time and for any reason whatsoever by
giving written notice of such election to Optionor, in which
event this Agreement shall become null and void and neither party
shall have any further obligations or liabilities to the other.

    3.   Option Payments.

         (a)  Payments.  Optionee has paid to Optionor
contemporaneous with the execution of this Agreement the sum of
Five Thousand Dollars ($5,000) in consideration of Optionor's
grant of the Purchase Option to Optionee for the first year of
the Term.  Optionee shall be obligated to pay to Optionor an
additional Five Thousand Dollars ($5,000) on the date which is
the first anniversary of this Agreement and on the date which is
the second anniversary of this Agreement.

         (b)  Failure to Make Option Payments.  No failure by
Optionee to make the payments under Paragraph 3(a) above shall be
deemed a termination of the Purchase Option under this Agreement
unless and until (i) Optionor has given Optionee notice of such
termination and ten (10) business days within which to make such
payment, or (ii) Optionee has terminated this Agreement.

    4.   Agreement of Sale.  Upon the date that Optionee 
exercises the Purchase Option (the "Exercise Date"), this
Agreement shall constitute an agreement of sale between Optionor
and Optionee, whereby Optionor agrees to sell and Optionee agrees
to purchase the Premises upon the following terms and conditions:

         (a)  Closing.  Closing for the purchase of the
Premises shall be held within sixty (60) days of the Exercise
Date, at such time, date ("Closing Date") and place as shall be
set forth in a notice from Optionee to Optionor after the
Exercise Date.  The closing date shall not be earlier than
fifteen (15) days nor later than sixty (60) days after the
Exercise Date.

         (b)  Purchase Price.  The purchase price for the
Premises shall be One Million Three Hundred Twenty-Five Thousand
Dollars ($1,325,000), provided, however, that the purchase price
shall be reduced by (i) the total amount of the Option Payments
made by Optionee described in subparagraph 3(a) above, (ii) the
amount of any lien on the Premises plus accrued and unpaid
interest thereon as of the Closing Date and (iii) the total of
any award or other proceeds received by Optionor at any time from
the date of this Agreement until Closing with respect to the
taking or condemnation of any portion of the Premises.  At
Closing, the purchase price shall be paid by Optionee to Optionor
by cashier's, title company or certified check, and Optionor
shall assign to Optionee all of Optionor's claims to awards or
other proceeds of the taking or condemnation of any portion of
the Premises which have not yet been received by Optionor.

         (c)  Adjustments.  All transfer taxes, documentary
stamps and recording charges necessary to record the Deed (as
defined in subparagraph (d) below) shall be split between
Optionor and Optionee.  Optionee shall bear the cost of the title
insurance described in subparagraph 4(d) below, but Optionor
shall bear all costs in the form of abatement of the purchase
price associated with placing such title in the condition
required by such subparagraph.  Real estate taxes and water and
sewer rents and charges (if any) shall be apportioned pro rata on
a per diem basis as of the Closing Date.

         (d)  Condition of Title.  At closing, Optionor shall
convey to Optionee good and marketable fee simple title to the
Premises by delivery of a special warranty deed, in recordable
form (the "Deed"), such title to be free and clear of all liens,
leases, encroachments, easements, restrictions, title company
objections, and other encumbrances, except for those approved by
Optionee, in its sole discretion.  Optionee's title shall be
insurable as aforesaid at ordinary rates by any reputable title
company of Optionee's choice (the "Title Company") pursuant to an
ALTA Owner's Policy of Title Insurance - 1970 - Form B - Amended
October 17, 1970, with such endorsements thereto as Optionee
shall request.  

         (e)  Title Affidavits, Etc.  Optionor agrees that it
shall execute any instruments, agreements, affidavits or other
documentation reasonably required by the title company insuring
Optionee's title in order to effectuate the transaction
contemplated hereby, and Optionor further agrees to execute any
and all affidavits required by such title company as a condition
to its insuring such title as aforesaid.

         (f)  Failure of Title.  If title to any part of the
Premises shall not be in accordance with the requirements of
subparagraph 4(d) above, Optionee shall have the option of taking
such title to the Premises as Optionor can give with an
appropriate abatement of the purchase price and/or of terminating
this Agreement.

         (g)  FIRPTA Certification.  Optionor agrees to sign
and deliver at closing a certification in form reasonably
acceptable to Optionee in compliance with the Foreign Interest in
Real Property Transfer Act.

         (h)  Survey.  Optionor recognizes that Optionee may
obtain a survey plan of the Premises prepared by a registered
surveyor qualified to practice in the Commonwealth of
Pennsylvania.  At the option of Optionor, a description of the
Premises contained in the Deed shall be based upon the survey as
well as the record description of the Premises.

         (i)  Automatic Extension of Term.  Optionee's
delivery to Optionor of an Exercise Notice shall automatically
extend the term of this Agreement for a sufficient period of time
beyond the then-applicable expiration date to accommodate the
time periods provided in this Paragraph 4 (such as, without
limitation, the possible occurrence of closing on as late as the
60th day following the Exercise Date).

    5.   Cooperation.  At Optionee's request, Optionor
shall cooperate with and assist Optionee in obtaining any permits
or other approvals required for expansion of its existing
shopping center onto the Premises (including without limitation,
any permits or other approvals described in Paragraph 9 below). 
Optionor consents to Optionee's procurement of such permits or
other approvals with respect to the Premises.

    6.   Operations Prior to Closing.  Between the date of
this Agreement and the earlier of its termination or the Closing
Date:

         (a)  The Premises shall be maintained substantially
in the same quality and condition on the Closing Date as on the
date hereof.

         (b)  Optionor shall not enter into any contract for,
or on behalf of, or affecting the Premises, which shall not
terminate by its terms on or before Closing or which cannot be
terminated at closing without cost, penalty or premium, and shall
not enter into any new lease, or any amendment, modification or
termination of any existing lease.  

         (c)  All payments required to be made to
contractors, subcontractors, mechanics, materialmen and all other
persons in connection with work done or services performed with
respect to the Premises shall be made by Optionor as and when
due, but in any event prior to the closing date, and as of the
closing date there shall be no basis for the filing of any
mechanics' or materialmens' liens against the Premises or any
part thereof on the basis of any work done or services performed
with respect to the Premises.

         (d)  Optionor shall promptly deliver to Optionee a
copy of any tax bill, notice or assessment, or notice of change
in a tax rate or assessment affecting the Premises or any part
thereof, any notice or claim of violation of any law, any notice
of any taking or condemnation affecting or relating to the
Premises or any part thereof, or any other notice affecting or
relating to the Premises or any part thereof.

    7.   Representations and Warranties.  Optionor, to
induce Optionee to enter into this Agreement, represents and
warrants to Optionee as follows:

         (a)  Optionor has full power and legal right and
authority to enter into and perform its obligations under this
Agreement, and the execution and delivery of this Agreement
requires no further action or approval in order to make this
Agreement a binding and enforceable obligation of Optionor.  

         (b)  No individuals or entities other than Optionor
have any legal, equitable or other claim or right with respect to
the Premises or any part thereof.

         (c)  Neither the entering into of this Agreement,
the consummation of the sale, if any, nor the prior conveyance of
the Premises to Optionor, has or will constitute a violation or
breach of any of the terms of any contract or other instrument to
which Optionor is a party or to which he is subject or by which
any of his assets or properties may be affected.

         (d)  No consent of any third party is required by
Optionor to enter into this Agreement or to consummate the terms
of this Agreement, were Optionee to exercise the Purchase Option.

         (e)  There is no action, suit or proceeding pending
or, to the knowledge of Optionor, threatened against or affecting
Optionor or the Premises or any portion thereof in any court or
before or by any federal, state or local entity.

         (f)  There are no violations of any federal, state
or local law, ordinance, order, regulation or requirement
affecting any portion of the Premises and no written notice of
any such violation has been issued by any governmental authority. 
Optionor shall cure, prior to closing, any such violation of
which Optionor or Optionee receives notice prior to the closing
date.

         (g)  There are no leases, tenancies, licenses or
other rights of occupancy or use for any portion of the Premises,
and no other contracts or agreements with respect to or affecting
any portion of the Premises.

         (h)  No portion of the Premises is the subject of
any abatement, reduction, deferral or "rollback" with regard to
real estate taxes nor any agreement or arrangement whereby the
Premises or any part thereof may be subject to the imposition of
real property taxes after the closing date on account of periods
of time prior to the closing date.

    8.   Environmental Matters.  Optionor represents and
warrants that (i) to the best of its knowledge there is no
contamination present on the Premises or any part thereof, and
that (ii) since Optionor's acquisition of the Premises, it has
not placed in or upon the Premises or any part thereof, nor to
the best of its knowledge has any other party placed in or upon
the Premises, or any part thereof, any contamination.  For
purposes of this paragraph, the term "contamination" shall mean
the uncontained presence of hazardous substances at the Premises
or any part thereof, or arising from the Premises or any part
thereof, which may require remediation under any applicable law. 
"Hazardous substances" shall mean any and/or all of the
following:  "hazardous substances" "pollutant or contaminant" as
defined pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, as amended from time to time,
"hazardous waste" as defined pursuant to the Resource
Conservation and Recovery Act, as amended from time to time,
polychlorinated byphenals or substances containing
polychlorinated byphenals, asbestos or materials containing
asbestos, petroleum or petroleum products, urea formaldehyde foam
insulation, or any other substances which may be the subject of
liability pursuant to Environmental Laws (as defined below). 
Optionor represents and warrants that to the best of its
knowledge, all activities at the Premises have been and are being
conducted in compliance with all laws concerning discharges to
the air, soil, surface water or ground water, and storage,
treatment or disposal of, any contaminant (collectively,
"Environmental Laws").  Optionor represents and warrants that to
the best of its knowledge it does not know of any tanks,
underground or otherwise, presently or formerly on the Premises,
or any part thereof, used for the storage of any liquid, solid,
gas or other material above or below ground on the Premises. 
Optionor agrees to indemnify, defend and hold harmless Optionee
of, from and against any and all expense, loss or liability
(including any and all reasonable legal fees and costs) suffered
by Optionee by reason of Optionor's breach of any provisions of
this Paragraph.

    9.   Investigation.  Optionor shall afford Optionee and
its representatives full access to the Premises, to all files,
records and other information relevant to the Premises as
Optionee shall reasonably request, and shall have the right to
perform such tests and studies (including without limitation
topographical studies, soils tests and engineering, environmental
and other tests), prepare such plans and surveys and make such
applications, inquires and searches of governmental records as
Optionee shall deem necessary or appropriate in connection with
its evaluation of the Premises and the feasibility of the
Project; and Optionor shall cooperate fully with such
investigation of the Premises.  With respect to material damage
to the Premises caused by Optionee or its representatives during
any such investigation, Optionee shall restore such damaged areas
to substantially their same condition existing prior to such
studies and tests.

    10.  Recording.  Optionor agrees to sign a copy of this
Agreement or a memorandum thereof in the form of Exhibit "B"
attached hereto for purposes of recording this Agreement or such
memorandum with the Recorder's Office of Union County,
Pennsylvania.

    11.  Condemnation.  Optionor has not received any
notice of any condemnation proceeding or other proceedings in the
nature of eminent domain or taking in connection with the
Premises, or any part thereof.  In the event Optionor receives
any such notice, it will forthwith send a copy of such notice to
Optionee, and Optionee shall have the sole right (in the name of
Optionor or in its own name) to negotiate for, to agree to or to
contest all offers and awards.  If any portion of the Premises is
taken or condemned, which, in Optionee's opinion, materially
adversely affects the construction or operation of the Project,
Optionee shall have the right to terminate this Agreement within
twenty (20) days after first receiving written notice of such
event.

    12.  Assignment.  Optionee may assign its interests
under this Agreement at any time, and upon any such assignment,
shall be relieved of any and all liability hereunder.

    13.  Notices.  All notices and other communications to
be given under this Agreement shall be in writing and shall be
hand delivered or sent by reputable, overnight courier service,
or by registered or certified mail, return receipt requested
addressed or sent as follows:

            if intended for Optionor:

            Marvin L. Slomowitz
            313 Sylbert Drive
            Kingston, PA  18704

            if intended for Optionee:

            c/o Mark Centers Trust
            600 Third Avenue
            Kingston, PA  18704
            Attn:  Steven M. Pomerantz, Esquire

All such notices or other communications shall be deemed to have
been given on the date of delivery thereof if given by hand
delivery, or on the date deposited with the courier service or
the United States Postal Service if given by overnight courier
service or United States mail, respectively.  Notices by or to
the parties may be given or their behalf by their respective
attorneys.

    14.  Miscellaneous.  

         (a)  Successors.  This Agreement shall be binding
upon and inure to the benefit of Optionor and Optionee and their
respective heirs, executors, administrators, successors and
assigns.

         (b)  Captions.  The captions in this Agreement are
inserted for convenience of reference only; they form no part of
this Agreement and shall not affect its interpretation.  

         (c)  Entire Agreement; Governing Law.  This
Agreement contains the entire understanding of the parties with
respect to the subject matter hereof, supersedes all prior or
other negotiations, representations, understandings and
agreements of, by or among the parties, express or implied, oral
or written, which are fully merged herein.  The express terms of
this Agreement control and supersede any course of performance
and/or customary practice inconsistent with any such terms.  Any
agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of this Agreement unless such
agreement is in writing and signed by the party against whom
enforcement of such change, modification, discharge or
abandonment is sought.  This Agreement shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania.

         (d)  Provisions Separable.  The provisions of this
Agreement are independent of and separable from each other, and
no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other
provision may be invalid or unenforceable in whole or in part.  

         (e)  Survival.  Notwithstanding any presumption to
the contrary, all covenants, conditions and representations
contained in this Agreement, which, by their nature, impliedly or
expressly, involve performance after settlement, or which cannot
be ascertained to have been fully performed until after
settlement, shall survive settlement.

         (f)  Counterparts.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the
same instrument.  This Agreement shall be binding when one or
more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected on this
Agreement as the signatories.  

         (g)  Interpretation.  No provision of this Agreement
is to be interpreted for or against either party because that
party or that party's legal representative or counsel drafted
such provision.  

         (h)  Time.  Time is of the essence of this
Agreement.  In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of
any time period provided in this Agreement shall end on a
Saturday, Sunday or legal holiday, then the final day shall
extend to 5:00 p.m. of the next full business day.  For the
purposes of this Section, the term "holiday" shall mean a day
other than a Saturday or Sunday on which banks in the state in
which the Real Property is located are or may elect to be closed.

    In witness whereof, Optionor and Optionee have executed
this Agreement as of the day and year first written above.

                        Optionor:


                        /s/ Marvin L. Slomowitz     (SEAL)
                        Marvin L. Slomowitz



                        Optionee:

                        MARK CENTERS LIMITED PARTNERSHIP, a
                        Delaware limited partnership, by its
                        general partner

                        By:  MARK CENTERS TRUST, a Maryland
                             Business Trust


                        By: /s/ David S. Zook              
                        Name:  David S. Zook
                        Title: Executive Vice President 

