
      FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE

                      HUDSON, NEW YORK


          This First Amendment is made this 12th day of June,
1996 by and between Marvin L. Slomowitz ("Slomowitz") and Mark
Centers Limited Partnership ("MCLP").

                          RECITALS
          A.   Slomowitz and MCLP are parties to a certain
Agreement of Sale and Purchase dated February 27, 1996 (the
"Agreement") pursuant to which MCLP agreed to sell and Slomowitz
agreed to purchase the Hudson Premises as more particularly
described in the Agreement.
          B.   The Agreement provided that the purchase price
would be paid by the delivery from Slomowitz to MCLP of a
Purchase Money Note in the form of Exhibit "B" attached to the
Agreement.
          C.   Slomowitz and MCLP are also parties to a certain
Agreement of Purchase and Sale of even date herewith for certain
of the partnership interests of Mark Twelve Associates, LP under
which MCLP is delivering its Note (the "New Castle Note") to
Slomowitz in consideration of the purchase price for the
partnership interests to be acquired by MCLP and Mark Centers
Trust in Mark Twelve Associates, L.P.
          D.   Slomowitz and MCLP have agreed to offset the
principal balances due under the Note (as defined in the
Agreement) and the New Castle Note so that there will be no
promissory note payable from Slomowitz to MCLP in consideration
of the Hudson Premises.
          E.   Slomowitz has elected to assign his right to
acquire the Hudson Premises to Mark Nine Associates, L.P., a
partnership wholly owned by Slomowitz.
          F.   Capitalized terms used in this First Amendment and
not defined shall have the meanings given to them in the
Agreement.
          NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, MCLP
and Slomowitz hereby agree as follows:
               1.   The Recitals described above are incorporated
herein by reference as though fully set forth herein.  
               2.   The Purchase Price described in paragraph 3
of the Agreement is acknowledged to be $3,065,073.  Said Purchase
Price is deemed to be paid upon delivery from MCLP to Slomowitz
of the New Castle Note.
               3.   Closing under the Agreement shall occur
contemporaneously with the execution of this Agreement on June
12, 1996.
               4.   Except as modified hereby, the Agreement
otherwise remains in full force and effect and is ratified and
confirmed.
          IN WITNESS WHEREOF, MCLP and Slomowitz have executed
this Agreement as of the day and year first above written.

                              MCLP:  
                              Mark Centers Limited Partnership, a
                              Delaware partnership, by its  
                              general Partner
                              
                              By:  MARK CENTERS TRUST

                              By: /s/ David S. Zook
                                      David S. Zook               
                 
                                   


                              SLOMOWITZ:

                              By:  /s/ Marvin Slomowitz           
                                       Marvin Slomowitz


