
                                                     PROMISSORY NOTE


$2,000,000.00         New Smyrna Beach, Florida    July 12, 1996

BORROWER:                          LENDER:
MARK CENTERS LIMITED PARTNERSHIP   FIRST FEDERAL SAVINGS BANK 
a Delaware limited partnership     OF NEW SMYRNA
600 Third Avenue                   900 North Dixie Freeway
Kingston, PA  18704-1679           New Smyrna Beach, FL  32170

Principal Amount:  $2,000,000.00   Fixed Rate:  9.25%
Date of Note:       July 12, 1996

PROMISE TO PAY:     Borrower promises to pay to Lender, or order,
in lawful money of the United States of America, the principal
amount of Two Million and 00/100 Dollars ($2,000,000.00),
together with interest at the rate indicated below on the unpaid
principal balance from July 12, 1996, until paid in full.

REPAYMENT SCHEDULE: Amortized over fifteen (15) years, fifty-nine
(59) monthly installments (including interest) of $20,583.85
commencing on August 12, 1996, and on the same day of each
successive month thereafter, together with a FINAL PAYMENT OF
$1,628,285.51 due and payable on July 12, 2001.

PREPAYMENT; MINIMUM INTEREST CHARGE:    Borrower agrees that all
loan fees and other prepaid finance charges are earned fully as
of the date of the loan and will not be subject to refund upon
early payment (whether voluntary or as a result of default),
except as otherwise required by law.  In any event, even upon
full prepayment of this Note, Borrower understands that Lender is
entitled to a minimum interest charge of $10.00.  Other than
Borrower's obligation to pay any minimum interest charge,
Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due.  Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower's
obligation to continue to make payments under the payment
schedule.  Rather, they will reduce the principal balance due and
may result in Borrower's making fewer payments.

LATE CHARGE:   If a payment is ten (10) days or more late,
Borrower will be charged 5.000% of the regularly scheduled
payment.

DEFAULT:  Borrower is granted a one time only ten (10) day
advance written notice of monetary defaults and thirty (30) days
advance written notice of non-monetary default with an extended
cure right for any non-monetary default that cannot be cured
within thirty (30) days.  Borrower will be deemed in default if
any of the following happens after the expiration of the above-
referenced notice and grace periods:  (a) Borrower fails to make
any payment within thirty (30) days of its due date.  (b)
Borrower fails to perform promptly at the time and strictly in
the manner provided in this Note or any agreement related to this
Note, or in any other agreement or loan Borrower has with Lender. 
(c) Any representation or statement made or furnished to Lender
by Borrower in the loan documents is false or misleading in any
material respect.  (d) Borrower becomes insolvent, a receiver is
appointed for any part of Borrowers property, Borrower makes an
assignment for the benefit of creditors, or any proceeding is
commenced either by borrower or against Borrower under any
bankruptcy or insolvency laws.  (e) Any creditor tries to take
any of Borrower's property on or in which Lender has a lien or
security interest, including garnishment of any of Borrower's
accounts with lender.  (f) Any of the events described in this
default section occurs with respect to any guarantor of this
Note.  (g) Any default under any security documents securing this
Note.  (h) Loss, theft, substantial damage, and destruction, not
covered by collectable insurance, sale, or encumbrance to or of
any of the collateral securing this Note.

LENDER'S RIGHTS:    Upon default, Lender may declare the entire
unpaid principal balance on this Note and all accrued unpaid
interest immediately due, without notice, and then Borrower will
pay that amount.  Upon default, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted
under applicable law, increase the fixed rate on this Note to the
amount allowed by law.  Lender may hire or pay someone else to
help collect this Note if Borrower does not pay.  Borrower also
will pay Lender the amount of these costs and expenses, which
includes, subject to any limits under applicable law, Lender's
reasonable attorneys' fees and Lender's legal expenses whether or
not there is a lawsuit, including reasonable attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), appeals, and
any anticipated post-judgement collection services.  If not
prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.  This Note
has been delivered to Lender and accepted by Lender in the State
of Florida.  If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Volusia
County, the State of Florida.  This Note shall be governed by and
construed in accordance with the laws of the State of Florida.

COLLATERAL:    This Note is secured by a Mortgage, Security
Agreement, and Assignment of Rents, all dated of even date
herewith, to Lender on real property located in Volusia County,
State of Florida, more fully described on Exhibit "A" attached
hereto, all the terms and conditions of which are hereby
incorporated and made a part of this Note.

PAYMENTS:      The monthly payments will be applied first to
interest, balance to principal, provided, however, should the
monthly interest due thereon exceed, from time to time, the sum
of the monthly payment, then and in such event the monthly
payments shall be increased by an amount equal to such excess
interest.

COMMERCIAL AND BUSINESS PURPOSES:  The entire loan proceeds will
be utilized for business and commercial purposes.

GENERAL PROVISIONS: If any part of this Note cannot be enforced,
this fact will not affect the rest of the Note.  Borrower does
not agree or intend to pay, and Lender does not agree or intend
to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any
amount in the nature of interest or in the nature of a fee for
this loan, which would in any way or event (including demand,
prepayment, or acceleration) cause Lender to charge or collect
more for this loan than the maximum Lender would be permitted to
charge or collect by federal law or the law of the State of
Florida (as applicable).  Any such excess interest or
unauthorized fee shall, instead of anything stated to the
contrary, be applied first to reduce the principal balance of
this loan, and when the principal has been paid in full, be
refunded to Borrower.  Lender may delay or forgo enforcing any of
its right or remedies under this Note without losing them. 
Borrower any other person who signs, guarantees or endorses this
Note, to the extent allowed by law, waive presentment, demand for
payment, protest and notice of dishonor.  Upon any change in the
terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released
from liability.  All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to
realize upon or perfect Lender's security interest in the
collateral.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE INTEREST RATE PROVISIONS. 
BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT
OF A COMPLETED COPY OF THIS NOTE.

BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON THIS NOTE, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY WITH RESPECT HERETO.  THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDER'S ACCEPTING THIS NOTE FROM
BORROWER.

                              MARK CENTERS LIMITED PARTNERSHIP,
                              a Delaware limited partnership

                              BY:  MARK CENTERS TRUST, General
                                   Partner

                              By: /s/ Joshua Kane
                                  Joshua Kane, Senior Vice
                                  President and Chief Financial
                                  Officer




                  
 

