<SUBMISSION>
<ACCESSION-NUMBER>0000950116-01-000450
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20010319
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ARAMARK CORP
<CIK>0000757523
<ASSIGNED-SIC>5812
<IRS-NUMBER>232319139
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0927
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-42118
<FILM-NUMBER>1572025
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>THE ARA TOWER
<STREET2>1101 MARKET ST
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19107
<PHONE>2152383000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ARA GROUP INC
<STREET2>1101 MARKET STREET
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19107
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ARA GROUP INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ARA HOLDING CO
<DATE-CHANGED>19880515
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>NEUBAUER JOSEPH
<CIK>0000905129
<ASSIGNED-SIC>0000
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>THE ARA GROUP INC
<STREET2>1101 MARKET STREET
<CITY>PHILADELPHIA
<STATE>PA
<ZIP>19107
<PHONE>2152383000
</BUSINESS-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SC 13D
<TEXT>



<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
             RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                    Under the Securities Exchange Act of 1934
                                Amendment No. 3__


                               ARAMARK CORPORATION
                               -------------------
                                (Name of Issuer)


                 Common Stock, Class B, $.01 Par Value Per Share
                 -----------------------------------------------
                         (Title of Class of Securities)

                                      None
                                 --------------
                                 (CUSIP Number)

                         Bart J. Colli, General Counsel
         ARAMARK Corporation, 1101 Market Street, Philadelphia, PA 19107
                                 (215) 238-6846
         ---------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)


                                December 26, 2000
                                -----------------
             (Date of Event which Requires Filing of this Statement)


         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box | |

                 Note: Schedules filed in paper format shall include a signed
         original and five copies of the schedule, including all exhibits. See
         Rule 13d-7 for other parties to whom copies are to be sent.



                         (Continued on following pages)

                               Page 1 of 34 Pages
<PAGE>

                                             SCHEDULE 13D

CUSIP No. None                                                Page 2 of 27 Pages

1.       NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Joseph Neubauer
--------------------------------------------------------------------------------
2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP'        (a) |  |
                                                                   (b) | x|
--------------------------------------------------------------------------------
3.       SEC USE ONLY

--------------------------------------------------------------------------------
4.        SOURCE OF FUNDS*
          BK, SC
--------------------------------------------------------------------------------
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
         ITEMS 2 (d) or 2 (E)
 -------------------------------------------------------------------------------
6.        CITIZENSHIP OR PLACE OF ORGANIZATION
          U. S. A.
--------------------------------------------------------------------------------
                                   7.       SOLE VOTING POWER
        NUMBER OF
          SHARES                            14,484,054
      BENEFICIALLY                 ---------------------------------------------
        OWNED BY                   8.       SHARED VOTING POWER
         EACH                               1,186,716
       REPORTING                   ---------------------------------------------
        PERSON                     9.       SOLE DISPOSITIVE POWER
        WITH                                14,484,054
                                   ---------------------------------------------
                                   10.      SHARED DISPOSITIVE POWER
                                            1,186,716
--------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         15,670,770
--------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHAPES* | |
--------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         29%
--------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON*
         IN
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                  SCHEDULE 13D

                               Page 2 of 34 Pages
<PAGE>


Introduction:

         This statement is the third amendment to the statement on Schedule 13D
filed by Joseph Neubauer and relates to the Common Stock, Class B, $0.01 par
value per share ("Common Stock") of the ARAMARK Corporation ("ARAMARK"). Mr.
Neubauer has acquired shares of ARAMARK Common Stock over the years as a result
of his executive positions with the corporation. He has transferred shares of
the Common Stock by gift to charitable institutions, a family foundation and
family members, and, in several instances, has received shares of the Common
Stock from such parties. Mr. Neubauer is subject to the reporting requirements
of Section 16 of the Securities Act of 1934, as amended, and has reflected all
transfers described in this amendment in timely filed Form 4's and Form 5's.
This amendment is filed to report (1) acquisitions by Mr. Neubauer of shares of
Common Stock upon exercise of rights under ARAMARK compensation plans, (2) gifts
to charities and family members, and (3) gifts by such charities and family
members to Mr. Neubauer.

         Since the prior Schedule 13D, Mr. Neubauer purchased shares of Common
Stock through the exercise of stock options which are listed below:

                   Date          No. of Shares     Price
                   ----          -------------     -----
                  11/29/94          40,134           .27
                  11/29/94          80,244           .63
                  01/14/95          64,200          2.49
                  01/14/95          30,816          1.75
                  02/14/95          40,134           .27
                  01/15/96          80,256           .63
                  01/15/96          64,200          2.49
                  12/27/96          64,212          2.49
                  12/31/97         900,000          4.50
                  12/23/99          16,720          4.50
                  12/23/99          30,000         14.20
                  01/15/00         583,250          4.50
                  12/26/00          45,000         14.20

         In addition, Mr. Neubauer exchanged 3665 shares of Preferred Stock
Series C for 229,780 shares of Common Stock on 6/4/96.

         The exercise prices and numbers of options and shares shown above were
adjusted to reflect stock splits in the form of dividends on 11/22/93 and
9/1/98.

         Since the prior Schedule 13D was filed, Mr. Neubauer gifted an
aggregate of 271,279 shares of Common Stock to charities between 12/28/94 and
12/26/2000.

                               Page 3 of 34 Pages
<PAGE>



         Since the prior Schedule 13D was filed, Mr. Neubauer gifted an
aggregate of 2,142,382 shares of Common Stock to related entities between
12/28/94 and 11/13/2000.

         Since the prior Schedule 13D was filed, Mr. Neubauer received an
aggregate of 151,604 shares of Common Stock from related entities and charities.

Item 3. Source and Amount of Funds or Other Consideration.

         Item 3 is amended by adding the following paragraph:

         In order to exercise stock options and installment stock purchase
opportunities to acquire an aggregate of 628,250 shares in January, 2000 and
December, 2000, for an aggregate of $5,712,070 including $2,448,445 to pay
required withholding taxes, Mr. Neubauer used $2,426,320 of funds borrowed from
banks in the ordinary course of business and $2,927,775 of funds provided by
ARAMARK pursuant to ARAMARK's Deferred Payment Program. Mr. Neubauer utilized
the ARAMARK Deferred Payment Program and financial institution loans for his
prior acquisitions of shares when he exercised stock options and installment
stock purchase opportunities.

Item 4. Purpose of Transaction.

         Item 4 is amended by adding the following paragraph:

         The purpose of the transactions was to acquire shares of Common Stock
by exercising installment purchase opportunities before they expired on January
15, 2000 and January 15, 2001. The exercise price of such stock options and
installment stock purchase opportunities was less than the current independent
Appraisal Price of the Common Stock.

Item 5. Interest in Securities of the Issuer.

         Item 5 is amended in its entirety as follows:

         A. The aggregate number of shares of Common Stock beneficially owned by
Mr. Neubauer as of December 31, 2000 is 15,270,770 shares. The percentage of the
class of Common Stock owned by Mr. Neubauer is approximately 29 %.

         Mr. Neubauer is a participant in the ARAMARK Stock Unit Retirement
Plan. Mr. Neubauer had been an active participant until September 30, 1989 in
the ARAMARK Services, Inc. Retirement Savings Plan for Salaried Employees. He
still has an account in such Plan and is a beneficiary of the Plan's Trust which
holds shares of ARAMARK Common Stock Class A. However, he currently does not
make contributions to the Plan, and ARAMARK currently does not make
contributions on his behalf.

                               Page 4 of 34 pages
<PAGE>





         This statement shall not be deemed an admission that Mr. Neubauer is,
for purposes of Section 13(d) or otherwise, the beneficial owner of any of the
equity securities covered by this statement.

         B. Mr. Neubauer has sole power to vote and sole power to dispose or
direct the disposition of 14,484,054 shares. Mr. Neubauer shares voting and
investment powers as to 1,186,716 shares with two co-trustees of The Neubauer
Family Foundation. The two co-trustees are Mr. Neubauer's son, Lawrence A.
Neubauer, and Mr. Neubauer's daughter, Melissa R. Anderson. Their address is:
c/o Joseph Neubauer, The ARAMARK Tower, 1101 Market Street, Suite 3100,
Philadelphia, PA 19107. Ms. Anderson' presently is a homemaker. Mr. Lawrence
Neubauer's occupation is merchant banking and private equity investment. He is
employed as a Vice President by S.G. Capital Partners, 1221 Avenue of the
Americas, New York, New York 10020. During the last five years, neither has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors). During the past five years, neither has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in subjecting either of them to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Both are citizens of the United States of America.

         In May, 1999, Mr. Neubauer transferred 500,000 shares of Common Stock
to each of two Grantor Retained Trusts, one for the benefit of his son, Lawrence
Neubauer, and one for the benefit of his daughter, Melissa Anderson. Mr.
Neubauer does not share voting or dispositive power for the shares in these
Trusts.

         In May 2000, Mr. Neubauer transferred 250,000 shares of Common Stock to
each of two additional Grantor Retained Trusts, one for the benefit of his son,
Lawrence Neubauer, and one for the benefit of his daughter Melissa Anderson. Mr.
Neubauer does not share voting or dispositive power for the shares in these
Trusts.

         In November 2000, Mr. Neubauer transferred 18,285 shares of Common
Stock to a newly created Family Trust. Mr. Neubauer does not share voting or
dispositive power for the shares in this Trust. He does have the power to change
Trustees.

                               Page 5 of 34 Pages
<PAGE>



         C. Mr. Neubauer acquired from ARAMARK on December 26, 2000, 45,000
shares of Common Stock at an exercise price per share of $14.20 (plus $5.40 per
share in required withholding); On January 15, 2000 he acquired 583,280 shares
of Common Stock at an exercise price per share of $4.50 (plus $1.71 per share in
required withholding); all pursuant to the exercise of outstanding stock options
and installment stock purchase opportunities.

         Mr. Neubauer transferred 273,900 shares to various charities on
December 26, 2000 as a gift. Among those charities, Mr. Neubauer transferred
200,000 shares to The Neubauer Family Foundation. As indicated above, Mr.
Neubauer is one of the trustees of the foundation and shares voting and
investment power for the shares with his son and daughter as described above.

         Mr. Neubauer no longer reports other shares held in trust for his adult
children, as to which shares he continues to disclaim beneficial ownership.

         D. Other than the banks to whom shares are pledged which are referred
to in the response to Item 6 below, no person other than Mr. Neubauer has the
right to receive the proceeds from the sale of certain of the shares of Common
Stock reported on this statement. Such interest relates to shares representing
less than 10% of the outstanding Common Stock.

         No other person is known to have the right to receive or the power to
direct receipt of dividends from, or the proceeds from the sale of the Common
Stock.

         E. Not applicable.

Item 6. Contract Arrangements, Understandings or Relationships With Respect to
        the Securities of the Issuer.

         In connection with Mr. Neubauer's participation in the ARAMARK Deferred
Payment Program, Mr. Neubauer has pledged 1,618,052 shares of Common Stock to
ARAMARK. In connection with Mr. Neubauer's borrowings from banks in the ordinary
course of business referred to in the response to Item 3 and previous borrowings
(some of which were disclosed with prior 13D filings), Mr. Neubauer has pledged
902,988 shares of Common Stock to one bank 2,744,283 shares of Common Stock to
another bank and 1,070,384 shares of Common Stock to a third bank.

                               Page 6 of 34 Pages
<PAGE>



Item 7. Material to be filed as Exhibits.

          The description of the ARAMARK Deferred Payment Program contained in
     the ARAMARK Ownership Program Prospectuses all dated December 1, 2000 (File
 Nos. 33-11818, 33-30879, 33-33329, 33-44002, 33-57825, 333-53163 is
 incorporated herein by reference. The promissory notes relating to Mr.
 Neubauer's borrowings from the banks referred to in the response to Items 3 and
 6 are being filed herewith:

Exhibit 99.A Grid Demand Promissory Note dated April 28, 2000 and amendment
thereto dated September 30 2000; and Demand Promissory Note dated March 3, 2000;

Exhibit 99.B Secured Promissory Note (Grid) (Pledge of Collateral) dated August
17, 1999;

Exhibit 99.C Demand Promissory Note dated as of October 29, 1999;









                               Page 7 of 34 Pages


<PAGE>



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.







Date: March 19, 2001



                                                  /s/ Joseph Neubauer
                                                  ------------------------------
                                                  Joseph Neubauer














                               Page 8 of 34 Pages


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 99.A
<TEXT>


                               Page 9 of 34 Pages



<PAGE>


                          GRID DEMAND PROMISSORY NOTE
                                  (Prime Rate)

$7,500,000.00                                                   April 28th, 2000
-------------                                                   ----------------

     For value received, the undersigned unconditionally (and if more than one,
jointly and severally) promise(s) to pay to the order of           (the "Bank"),
at its office located at 1211 Avenue of the Americas, New York, New York 10036,
the principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/00 DOLLARS
(7,500,000.00) or, if less, the aggregate unpaid principal amount of all loans
made to the undersigned by the Bank and outstanding under this Note, on the
earlier of September 30, 2000 or DEMAND.

     The undersigned promise(s) to pay interest on the unpaid balance of the
principal amount of each such loan from and including the date of each such loan
to but excluding the date of demand at a variable rate per annum equal to that
rate of interest from time to time announced by the Bank at its principal office
as its prime commercial lending rate (the "Prime Rate") minus 1/2% (the
"Margin"). Interest shall by payable on the last day of each calendar quarter
(commencing on the first such date occurring after the date of the first such
loan) and on any payment of such principal. Any principal not paid when due or
demanded shall bear interest from and including such date to but excluding the
date paid in full at variable rate per annum equal to 2% above the Prime Rate
plus the Margin, such interest to be payable ON DEMAND and on any payment of
such principal. The interest rate on this Note shall change in accordance with,
and changes in such interest rate shall be effective as of the effective date
of, announcements by the Bank of changes in the Prime Rate. Interest shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed.

     All payments under this Note shall be made in lawful money of the United
States of America and in immediately available funds at the Bank's principal
office specified above. The Bank may (but shall not be obligated to) debit the
amount of any payment under this Note that is not made when demanded to any
deposit account of (any of) the undersigned with the Bank. If the undersigned
are more than one, all obligations of each of the undersigned under this Note
shall be joint and several. This Note may be prepaid without penalty.

     The date and amount of each loan under this Note and each payment of
principal and the outstanding principal balance of loans shall be recorded by
the Bank on its books and prior to any transfer of this Note (or, at the
discretion of the Bank, at any other time), endorsed by the Bank on a schedule.
Any such endorsement shall be conclusive in the absence of manifest error.

     The undersigned waive(s) presentment, notice of dishonor, protest and any
other notice or formality with respect to this Note.

     The undersigned agree(s) to reimburse the Bank on demand for all costs,
expenses and charges (including, without limitation, fees and charges of
external legal counsel for the Bank and costs allocated by its internal legal
department) in connection with the interpretation, performance or enforcement of
this Note.

     The undersigned consent(s) to the nonexclusive jurisdiction and venue of
the state or federal courts located in the City of New York. Service of process
by the Bank in connection with any dispute shall be binding on the undersigned
if sent to the undersigned by registered mail at the address(es) specified
below. The undersigned waive(s) any right the undersigned may have to jury
trial.

     This Note shall be governed by, and interpreted and construed in accordance
with, the law of the State of New York; provided that the foregoing is not
intended to limit the maximum rate of interest which may be charged or collected
by the Bank on this Note if, under the law applicable to it, the Bank may charge
or collect such interest at a higher rate than is permissible under the law of
said State. In no case shall the interest on this Note exceed the maximum amount
which the Bank may charge or collect under such law applicable to it.

                               Page 10 of 34 Pages
<PAGE>


     Each reference in this Note to the Bank shall include its successors,
endorsees, and assigns, in whose favor the provisions hereof shall also inure.
Each reference in this Note to the undersigned shall include the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned, all of whom shall be bound by the provisions hereof.


Address for notices to the
Bank:



1211 Avenue of the Americas, 40th Floor
New York, New York 10036
Attn: Peter H. Gerard, VP



/s/ Joseph Neubauer
-----------------------------------------
Name: Joseph Neubauer



Address for notices:
Aramark Tower
-----------------------------------------
1101 Market Street
-----------------------------------------
Philadelphia, PA 19107

                               Page11 of 34 Pages
<PAGE>

REPORTING BURDEN

Public reporting burden for this collection of information is estimated to
average 4.2 minutes (0.07 hours) per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the
data needed, and completing and reviewing the collection of information. Send
comments regarding this burden estimate, including suggestions for reducing this
burden, to Secretary, Board of Governors of the Federal Reserve System, 20th and
C Streets, N.W. Washington, D.C. 20551; and to the Office of Management and
Budget, Paperwork Reduction Project (7100-0115), Washington, D.C. 20503.

                BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
                 STATEMENT OF PURPOSE FOR AN EXTENSION OF CREDIT
                             SECURED BY MARGIN STOCK


                       __________________________________
                                  Name of Bank


                          (Federal Reserve form U-1).

      This form is required by law (15 U.S.C. ss78g and 78w; 12 CFR 221).


INSTRUCTIONS


1.   This form must be completed when a bank extends credit in excess of
     $100,000 secured directly or indirectly, in whole or in part, by any margin
     stock.

2.   The term "margin stock" is defined in Regulation U (12 CFR 221) and
     includes, principally: (1) stocks that are registered on a national
     securities exchange or that are on the Federal Reserve Board's List of
     Marginable OTC Stocks; (2) debt securities (bonds) that are convertible
     into margin stocks; (3) an over-the-counter security designated as
     qualified for trading in the National Market System under a designation
     plan approved by the Securities and Exchange Commission (NMS security); and
     (4) shares of mutual funds, unless 95 per cent of the assets of the fund
     are continuously invested in U.S. government, agency, state, or municipal
     obligations.

3.   Please print or type (if space is inadequate, attach separate sheet).

PART 1. To be completed by borrower(s).

1. What is the amount of the credit being extended?  _________$7,500,000,00_____

2. Will any part of this credit be used to purchase or carry margin stock?
   [ ] Yes    [ No]

If the answer is "no", describe the specific purpose of the credit.

_________________________ Personal Expenses_____________________________________

________________________________________________________________________________

________________________________________________________________________________

I (we) have read this form and certify that to the best of may (our) knowledge
and belief the information given is ture, accurate, and complete, and that the
margin stock and any other securities collateralizing this credit are authentic,
genuine, unaltered and not stolen, forged or counterfeit.


Signed:                               Signed:


/s/ Joseph Neubauer
-----------------------------         ------------------------------------------
Borrower's Signature                  Borrower's Signature           Date



Joseph Neubauer
-----------------------------         ------------------------------------------
Print or Type Name                    Print or Type Name



                    This Form should not be signed if blank


        A borrower who falsely certifies the purpose of a credit on this
       form or otherwise willfully or intentionally evades the provisions
         of Regulation U will also violate Federal Reserve Regulation X,
                       "Borrowers of Securities Credit".

                               Page 12 of 34 Pages
<PAGE>

PART II. To be completed by bank only if the purpose of the credit is to
purchase or carry margin stock (Part 1(2) answered "yes").

1. List the margin stock securing this credit; do not include debt securities
convertible into margin stock. The maximum loan value of margin stock is 50 per
cent of its current market value under the current Supplement to Regulation U.


________________________________________________________________________________
No. of     Issue    Market price per   Date and source of     Total market value
shares                    share            valuation             per issue
                                       (See note below)
________________________________________________________________________________


________________________________________________________________________________

2. List the debt securiites convertible into margin stock securing this credit.
The maximum loan value of such debt securities is 50 per cent of the current
market value under the current Supplement to Regulation U.


________________________________________________________________________________
Principal   Issue   Market price    Date and source of    Total market value per
amount                               valuation                   issue
                                 (See note below)
________________________________________________________________________________


________________________________________________________________________________


3. List other collateral including nonmargin stock securing this credit.
________________________________________________________________________________
Describe briefly          Market price       Date and source of      Good faith
                                                 valuation           loan value
                                              (See note below)
________________________________________________________________________________



________________________________________________________________________________
Note: Bank need not complete "Date and source of valuation" if the market value
was obtained from regularly published information in a journal or general
circulation or an automated quotation system.


                               Page 13 of 34 Pages
<PAGE>

PART III. To be signed by a bank officer in all instances.


I am a duly authorized                       I have or will cause to have
representative of the bank and               examined the written consent of the
understand that this credit secured          registered owner to pledge such
by margin stock may be subject to            securities. I further certify that
the credit restrictions of                   any securities that have been or
Regulation U. I have read this form          will be physically delivered to the
and any attachments, and I have              bank in connection with this credit
accepted the customer's statement            have been or will be examined, that
in Part I in good faith as required          all validation procedures required
by Regulation U*; and I certify              by bank policy and the Securities
that to the best of my knowledge             Exchange Act of 1934 (section
and belief, all the information              17(f), as amended) have been or
given is true, accurate, and                 will be performed, and that I am
complete. I also certify that if             satisfied to the best of my
any securities that directly secure          knowledge and belief that such
the credit are not or will not be            securities are genuine and not
registered in the name of the                stolen or forged and their faces
borrower or its nominee,                     have not been altered.


                                             Signed:

_______________________________              ___________________________________
Date                                         Bank officer's signature



Vice President                               Peter H. Gerard
_______________________________              ___________________________________
Title                                        Print or type name


* To accept the customer's statement in good faith, the officer of the bank must
be alert to the circumstances surrounding the credit and, if in possession of
any information that would cause a prudent person not to accept the statment
without inquiry, must have investigated and be satisfied that the statment is
truthful. Among the facts which would require such investigation are receipt of
the statement through the mail or from a third party.

This form must be retained by the lender for three years after the credit is
extinguished.



                               Page 14 of 34 Pages

<PAGE>

                                  AMENDMENT TO
                           GRID DEMAND PROMISSORY NOTE

THIS AMENDMENT, dated as of September 30, 2000 (the "Amendment"), is by and
between                (the "Bank") and JOSEPH NEUBAUER the "Borrower").

The Bank and the Borrower have entered into a Grid Demand Promissory Note dated
as of April 28, 2000 (the "Note"). The Bank and the Borrower desire to amend the
Note to increase the principal amount and to extend the date that the Note is
payable to the earlier of September 30, 2001 or demand.

Except as otherwise provided herein, the capitalized terms used in this
Amendment shall have the respective meanings assigned to such terms in the Note.


                                   AGREEMENT
                                   ---------

In consideration of the foregoing, and the mutual covenants and agreements
hereinafter set forth, the parties hereto hereby agree as follows.

1.   AMENDMENT (i) The reference to "$7,500,000" in the upper left-hand corner
of the Note is hereby amended to read in full as follows: "$10,000,000".

     (ii) The first paragraph of the Note is hereby amended to read in full as
follows:

     For value received, the undersigned unconditionally promise(s) to pay to
the order of            (the "Bank"), at its office located at 1211 Avenue of
the Americas, New York, New York 10036, the principal amount of TEN MILLION
DOLLARS ($10,000,000) or, if less, the aggregate unpaid principal amount of all
loans made to the undersigned by the Bank and outstanding under this Note, on
the earlier of September 30, 2001 or DEMAND.

2.   CONDITIONS PRECEDENT. This Amendmment shall not become effective until the
Bank has received executed counterparts of this Amendment signed by each of the
parties hereto.

3.   CONTINUED EFFECTIVENESS. Except to the extent expressly amended hereby, all
of the terms of the Note remain in full force and effect.

4.   APPLICABLE LAW. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

5.   COUNTERPARTS. This Amendment may be executed in two or more counterparts,
each of which shall constitue an original, but all of which when taken together
shall constitute but one agreement.

IN WITNESS WHEREOF, the Bank and the Borrower have duly executed this Amendment,
all as of the day and year first above written.



                                           /s/ Joseph Neubauer
                                           -------------------------------------
                                           JOSEPH NEUBAUER

AGREED TO:


By:_______________________________
Name:
Title:



                               Page 15 of 34 Pages



<PAGE>

DEMAND PROMISSORY NOTE



U.S. $ 10,000,000.00                                          Date: March 3 2000


     FOR VALUE RECEIVED, JOSEPH NEUBAUER (the "Borrower") promises to pay to the
order of                (the "Bank"), ON DEMAND at its office at 60 Wall Street,
New York, New York 10260-0060, U.S.A., for the account of its Lending Office (as
hereinafter defined), in lawful money of the United States of America in same
day funds (or in such funds as may from time to time become customary for the
settlement of international transactions in U.S. dollars), the lesser of (i)
U.S. $10,000,000.00 or (ii) the then-outstanding principal amount of each loan
(the "Loan" or "Loans") made by the Bank from time to time to the Borrower
hereunder. The Borrower shall pay interest on the unpaid principal amount of
each Loan until maturity on the dates and at a rate per annum as hereinafter set
forth. As used herein, "Lending Office" means, (i) with regard to Loans bearing
interest based on the Prime Rate (as hereinafter defined) (collectively,
"Domestic Loans"), the office of the Bank located at 60 Wall Street, New York,
New York or such other office as the Bank may designate, and (ii) with regard to
Loans bearing interest based on the Eurodollar Rate (as hereinafter defined)
(collectively, "Eurodollar Loans"), the Nassau (Bahamas) office of the Bank or
such other office as the Bank may designate.

     Interest based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year) and paid for actual days elapsed
(including the first day but excluding the last day). Interest based on the
Eurodollar Rate shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding the
last day).

     Each Eurodollar Loan shall bear interest at a rate per annum (the
"Eurodollar Rate") equal to the Adjusted Eurodollar Rate (as hereinafter
defined) plus 1.250% (the "Eurodollar Margin"), payable on the last day of the
Interest Period applicable thereto and, if such Interest Period is longer than
three months, at intervals of three months after the first day thereof. The
"Adjusted Eurodollar Rate" applicable to any Interest Period (as hereinafter
defined) means a rate per annum equal to the quotient obtained (rounded upwards,
if necessary, to the next higher 1 /100 of 1%) by dividing (i) the applicable
London Interbank Offered Rate by (ii) 1.00 minus the Eurodollar Reserve
Percentage. The "London Interbank Offered Rate" applicable to any Interest
Period means the rate per annum at which deposits in U.S. dollars are offered to
the Bank in the London interbank market at approximately 11:00 a.m. (London
time) two business days prior to the first day of such Interest Period in an
amount approximately equal to the principal amount of the Loan to which such
Interest Period applies and for the period of time comparable to such Interest
Period. The "Eurodollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
the Loans is determined or any category of extensions of credit or other assets
which includes loans by a non-United States office of the Bank to United States
residents). The Adjusted Eurodollar Rate shall be adjusted automatically on and
as of the effective date of any change in the Eurodollar Reserve Percentage. As
used herein, the term "Interest Period" means the period beginning on the date
of each Eurodollar Loan and ending on the numerically corresponding day in the
calendar month 1, 3-OR 6 months after such date; provided, that if an Interest
Period would otherwise end on a day which is not a business day it shall be
extended to the next succeeding business day unless such business day falls in
the next calendar month, in which case the Interest Period shall end on the next
preceding business day; provided, further, that if the Bank shall not have
received written notice to the contrary from the Borrower at least five business
days prior to the end of an Interest Period the Borrower shall be deemed to have
requested to select an Interest Period with a duration equal to that then
ending. As used herein, the term "business day" means any day on which dealings
in U.S. dollar deposits are carried on in the London interbank market and on
which commercial banks are open for domestic and foreign exchange business in
London and New York City. Notice by the Bank to the Borrower of the rate of

                               Page 16 of 34 Pages
<PAGE>

interest so determined shall be binding and conclusive upon the Borrower in the
absence of manifest error.

     Each Domestic Loan shall bear interest payable on the last day of each
month at a rate per annum for each day equal to the rate of interest publicly
announced by the Bank in New York City from time to time as its Prime Rate (the
"Prime Rate") for such day, plus 0.000%.

     The Borrower shall pay interest on the unpaid principal amount of each Loan
after the maturity thereof and, to the extent permitted by law, on accrued and
unpaid interest until paid at a rate per annum equal to the sum of 2% plus the
Prime Rate.

     If after the date of this Note any applicable rule, executive order,
decree, regulation or interpretation is amended, modified, enacted or
promulgated by any government or governmental authority so as to (i) change the
basis of taxation of payments to the Bank or the Lending Office of the Bank
extending a Eurodollar Loan (the "Eurodollar Lending Office") in respect to the
principal of and interest on any Eurodollar Loan (except for changes in the rate
of taxation on the overall net income of the Bank by the United States of
America or the Eurodollar Lending Office of the Bank by the jurisdiction in
which such Lending Office is located), or (ii) impose, modify or deem applicable
any reserve, special deposit or similar requirement against any of the assets
of, deposits with or for the account of, or credit extended by the Bank's
Eurodollar Lending Office, or (iii) impose on the Bank (or its Eurodollar
Lending Office) or the London interbank market any other conditions affecting
any Loan, the Loans or this Note, and the result of any of the foregoing is to
increase the cost to the Bank (or its Eurodollar Lending Office) of agreeing to
make or making, funding or maintaining any Loan evidenced by this Note or would
have the effect of reducing the rate of return on the capital of the Bank or any
entity controlling the Bank (its "Parent") as a consequence of agreeing to make
any Loan, or to reduce the amount of any sum receivable by the Bank (or its
Eurodollar Lending Office) on this Note, then the Borrower shall pay to the Bank
or its Parent upon demand such amount as will compensate the Bank or its Parent
for such additional cost or reduction in return. A certificate of the Bank
setting forth the basis for the determination of any amount necessary to
compensate the Bank or its Parent as aforesaid shall be conclusive as to the
determination of such amount in the absence of manifest error.

     If, after the date of this Note, the introduction of, or any change in, any
applicable law, rule or regulation or in the interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof or compliance by the Bank (or its Eurodollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority shall make it unlawful or impossible for the Bank (or its
Eurodollar Lending Office) to make, maintain or fund its Eurodollar Loans, the
Bank forthwith shall so notify the Borrower. Upon receipt of such notice, the
Borrower shall prepay in full the then outstanding principal amount of each
Eurodollar Loan, together with accrued interest thereon, either (a) on the last
day of the Interest Period applicable thereto if the Bank may lawfully continue
to maintain and fund such Loan to such day or (b) immediately if the Bank may
not lawfully continue to fund and maintain such Loan to such day.

     Eurodollar Loans may not be repaid at the Borrower's option on a date other
than the last day of an Interest Period. If, however, the Borrower makes any
payment of principal of any Eurodollar Loan on any day other than the last day
of the Interest Period applicable thereto, the Borrower shall reimburse the Bank
on demand for any loss or expense incurred by it as a result of the timing of
such payment, including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, provided that the Bank
shall have delivered to the Borrower a certificate as to the amount of such
loss, which certificate shall be conclusive in the absence of manifest error.

                               Page 17 of 34 Pages
<PAGE>

     Domestic Loans may be prepaid at any time without penalty or premium.

     The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The non-exercise by the Bank of its rights
hereunder in any particular instance shall not constitute a waiver of any right
in any subsequent instance.

     The holder of this Note shall, and is hereby authorized by the Borrower to,
endorse on the schedule forming a part hereof appropriate notations evidencing
the date and the amount of each Loan made by the Bank, the date and amount of
each payment of principal, whether such Loan is a Domestic or Eurodollar Loan
and, in the case of Eurodollar Loans, the Eurodollar Rate applicable thereto.

     If this Note is not paid in full when due the Borrower agrees to pay all
costs and expenses of collection, including reasonable attorney's fees. The
Borrower shall reimburse the Bank on demand for any transfer taxes, documentary
taxes, assessments or charges that are imposed at any time on or in connection
with this Note, any renewal hereof, the debt evidenced hereby or any advance
made hereunder and shall indemnify the Bank against liability for any such tax
(including any interest and penalties).

     To secure payment of this Note, the Borrower hereby transfers, pledges,
gives a security interest in and delivers to the Bank all present and future
contents of the Borrower's

     A FIRST PRIORITY PERFECTED SECURITY INTEREST IN A NUMBER OF SHARES OF
     ARAMARK CORPORATION OWNED BY THE BORROWER HELD BY                  IN ASSET
     A/C# Q73707004 WITH A COLLATERAL TO LOAN RATIO OF 200%.

         ,all proceeds and products thereof, accessions thereto and
substitutions therefore (the "Collateral").

     Upon the nonpayment of any amount when due hereunder, the holder shall have
the rights and remedies provided in the Uniform Commercial Code in force in New
York at the date of execution of this Note and in addition to, in substitution
for, in modification of, or in conjunction with those rights and remedies, the
holder or its agents may, in its discretion, sell, assign and deliver all or any
part of the Collateral at any broker's board or at public or private sale
without notice or advertisement, and bid and become purchasers at any public
sale or at any broker's board, and, if notice to the Borrower is required by
law, give written notice to the Borrower five days prior to the date of public
sale of the Collateral or prior to the date after which private sale of the
Collateral will be made by mailing such notice to the address designated by the
Borrower with the Borrower's signature below. The Borrower agrees that the
proceeds of the disposition of the Collateral may be applied by the holder to
the satisfaction of the liabilities of the Borrower to the holder in any order
of preference which the holder, in its sole discretion, chooses, and that the
excess, if any, shall be returned to the Borrower, which shall continue liable
to the holder for any deficiency remaining with interest thereon. The waiver or
remedying of any default shall not operate as a waiver of the default remedies
or any other prior or subsequent default.

     The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "Borrower" shall mean the undersigned or any one or more
of them and their heirs, executors, administrators, successors and assigns.

                               Page 18 of 34 Pages
<PAGE>

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK. THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR ANY
AGREEMENT RECEIVED BY THE BANK IN CONNECTION HEREWITH. THE BORROWER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THE BORROWER
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS NOTE OR ANY AGREEMENT RECEIVED BY THE BANK IN CONNECTION
HEREWITH.


Signature:                                 Signature:

/s/ Joseph Neubauer
-------------------------------------      -------------------------------------

Address: ____________________________      Address: ____________________________

         ____________________________               ____________________________


                               Page 19 of 34 Pages
<PAGE>

                         LOANS AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------
           Amount of     Type of       Amount of        Maturity    Notation
  Date       Loan         Loan      Principal Repaid      Date*      Made By
================================================================================

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
*Subject to Prior Demand


                               Page 20 of 34 Pages
<PAGE>

                                                                   March 3, 2000

Mr. Joseph Neubauer
Chairman, President and CEO
ARAMARK Corporation
ARAMARX Tower
1101 Market Street
Philadelphia, PA 19107

Personal & Confidential

Dear Sir:

     Reference is made to the U.S. $10,000,000 loan (the "Loan") evidenced by
the Demand Note dated March 3, 2000 made by you to the order of           (the
"Bank") and the Pledge Agreement dated July 24, 1997, made by you in favor of
the Bank (the "Pledge Agreement"). The Loan shall be payable on demand.

     You agree to deliver to the Bank as soon as available and in any event
within 90 days after the end of each year, your personal unaudited balance sheet
and income statement as at the end of such year or within 90 days after June 30
of any particular year.

     In addition, you agree to deliver to the Bank copies of the current
Shareholders Agreement and any other corporate agreements that place
restrictions on, or provide a mechanism for, the sale of your shares of Aramark
Corporation (the "Shares") pledged to the Bank pursuant to the Pledge Agreement.
You agree to promptly deliver to the Bank the periodic independent appraiser
valuations of the Shares, as they become available, and on each anniversary of
the Loan.

     Notwithstanding your compliance with the agreements made by you in the
preceding two paragraphs, the Bank maintains the right to demand payment of the
Loan at any time.

     Kindly confirm your acceptance and agreement of the terms and conditions
outlined above by signing and returning one copy of this letter to the Bank.

                                                    Very truly yours,




                                                    By: /s/ Willa B. Baynard
                                                        ------------------------
                                                        Willa B. Baynard
                                                        Vice President


By: /s/ Joseph Neubauer
    -------------------
    Joseph Neubauer





                               Page 21 of 34 Pages


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 99.B
<TEXT>










                              Page 22 of 34 Pages

<PAGE>
                         SECURED PROMISSORY NOTE (GRID)
                              PLEDGE OF COLLATERAL
                              --------------------

$8,000,000.00                                              Date: August 17, 1999

Name of Maker: Joseph Neubauer

Address of Maker: c/o ARAMARK Corporation
                  1101 Market Street, Philadelphia, PA

State of Incorporation (if applicable): N/A

Partnership Certificate Filed With (if applicable): N/A

Due On: Demand

Interest Payable on: the first day of each month


     FOR VALUE RECEIVED the Maker and, if more than one, each of them jointly
and severally promises to pay on the due date set forth above, to the order of
             ("Payee") at its office at 1531 Walnut Street, Philadelphia, PA
19102, the face amount hereof or such lesser amount as is from time to time
outstanding hereunder as indicated on the reverse side hereof. Interest on the
balance from time to time outstanding shall accrue at the base rate of 8.00% per
annum, and shall be payable as set forth above.

     All advances pursuant to this Note and all repayments of principal due
hereunder shall be endorsed by the Payee on the schedule on the reverse side
hereof, or any continuation of such schedule attached hereto and denominated a
part hereof. Said endorsement on such schedule by an authorized agent of the
Payee shall be conclusive evidence of the unpaid balance due on this Note.

     The indebtedness evidenced hereunder, as well as all other indebtedness now
or hereafter owing by the Maker to the Payee, whether absolute or contingent,
matured or unmatured, direct or indirect, sole, joint, several or joint and
several, similar or dissimilar, related or unrelated or heretofore or hereafter
contracted or acquired. ("Obligation(s)") is secured by certain collateral more
fully described in the annexed Schedule "A", together with all the Maker's
personal property now or hereafter existing or acquired, of any type or
description, including but not limited to inventory, documents of title covering
any inventory, equipment, accounts, contract rights, general intangibles
(including tax refunds, instruments, investment securities, chattel paper,
notes, drafts, acceptances and all bank balances of the undersigned)
("Collateral") which the Maker has pledged, deposited and delivered to you and
granted to you a security interest in.

     The rate of interest hereunder is based upon the Payee's present base rate
of 8.00% per annum (the "Base Rate"). In the event of an increase or decrease
in the Base Rate, then the rate of interest hereunder shall be automatically
increased or decreased to the same extent and on the same day as any increase or
decrease in the Base Rate. Post-maturity or post-demand (as the case may be)
interest shall accrue and be payable at 120% of the rate payable on the due date
or demand, computed from said date to the date of actual payment.

     Maker affirms and certifies that the obligation evidenced by this Note was
not and will not be incurred for the purposes of purchasing, carrying or trading
in securities as defined in the Federal Reserve Board's Regulation T, except in
compliance with said Regulation.

     In no contingency or event whatsoever shall the interest rate charged
hereunder exceed the highest rate permissible under any law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that the Payee has received interest
hereunder in excess of said highest permissible rate, Payee shall promptly
refund such excess interest to Maker.

     So long as the Obligations are not in default, the Maker shall have the
right to vote any shares of stock included in the Collateral on all corporate
questions and the Payee shall, if required, execute due and timely proxies in
favor of the Maker to this end.

                              Page 23 of 34 Pages
<PAGE>

     The Maker warrants and represents that there are no restrictions upon the
transfer of the Collateral, other than may appear on the face of the
certificates, and that the Maker has the right to pledge the Collateral free of
any encumbrances and without obtaining the consents of the other shareholders.
In the event that, prior to repayment of the Obligations, any stock dividend,
reclassification, readjustment or other change is declared or made in the
capital structure of any issuer of the Collateral, all new, substituted and
additional shares or other securities issued to Maker by reason of any such
change shall be delivered to Payee in kind to be held by the Payee under the
terms of this agreement in the same manner as all other Collateral. The Payee
may at any time, without notice to the Maker, transfer to and/or register in
Payee's name, or in the name of Payee's nominee, any or all of the Collateral.

     In the event that it becomes necessary, in Payee's opinion, to comply with
any Federal or State law or regulation or to make or file any registration
thereunder in order for Payee to exercise any of its rights hereunder, Maker
expressly agrees to do or will cause to be done all acts and prepare and execute
all documents necessary to effect such compliance or registration, and to bear
all costs in connection therewith. Maker agrees to indemnify and to hold Payee
harmless from and against any claim or liability caused by any untrue statement
of material fact, or omission to state a material fact, as may be required in
any registration statement or prospectus; or caused by a failure to register or
comply with any such law or regulation. The Maker shall pay any and all
expenses, including reasonable attorneys' fees incurred by Payee in registering
the Collateral, or in securing an exemption for any such registration.

         The Payee shall have no responsibility of any kind, nature or
description to arrange for the redelivery of the Collateral or any part thereof
to any issuer or transfer agent in order to preserve or maintain any conversion
or dividend rights with respect thereto; the Payee's only obligation being to
exercise reasonable care, to the extent required by the Uniform Commercial Code
in the custody and preservation of any of the Collateral which is in the Payee's
possession. The Payee shall be deemed to have exercised reasonable care if it
takes such action for that purpose as the Maker requests in writing, but the
Payee's failure to comply with any such request shall not in itself be deemed a
failure to exercise reasonable care; and the Payee's failure to do any thing not
so requested shall not be deemed a failure to exercise reasonable care. The
Payee agrees to comply with any request received by it from the Maker with
respect to conversion, reclassification, or the like of the Collateral, to the
extent that such instructions are not inconsistent with the intents and purposes
hereof. The Maker shall take all necessary steps in preserve rights against
prior parties to any instrument or chattel paper included in the Collateral.
Upon payment and performance of all Obligations the Payee shall, at the request
of the Maker, redeliver the Collateral to the Maker.

         Upon the occurrence of any of the following evens of default, to wit:
the non-payment when due of any Obligations; the failure of the Maker forthwith,
upon demand, to furnish satisfactory addition Collateral, or to make payments on
account as may be agreed in any of the Obligations; the death, failure in
business, dissolution or termination of existence of the Maker or any endorser,
guarantor or surety of any Obligation (the Maker and any such other person(s)
being hereinafter referred to collectively as "Obligor(s)"); any petition for
relief under the Bankruptcy Code being filed by or against any Obligor or any
proceedings in bankruptcy, or under any Acts of Congress relating to the relief
of debtors, being commenced for the relief or readjustment of any indebtedness


                              Page 24 of 34 Pages
<PAGE>

of any Obligor either through reorganization, composition, extension or
otherwise; the making by any Obligor of an assignment for the benefit of
creditors or for taking advantage by any of the same of any insolvency law; any
seizure, vesting or intervention by or under authority of a government, by which
the management of any Obligor is displaced or its authority in the conduct of
its business is curtailed; the appointment of any receiver of any property of
any Obligor; the attachment or distraint of any of the Collateral or of same
becoming subject at any time to any mandatory court order or other legal
process; the failure of the undersigned to perform any of its duties as
specified in any agreement(s) with respect to the Obligations; the expulsion or
suspension of any Obligor from membership in any national securities association
or any national securities exchange or other organized exchange, or any clearing
association; the admission in writing by any Obligor of inability to pay its
debts generally as they become due; the issuance of an attachment or garnishment
or the filing of a lien against property of any Obligor; the entry of a judgment
against any Obligor; a determination by the Payee that a material adverse change
has occurred in the financial condition of any Obligor from the condition set
forth in the most recent financial statement of such Obligor heretofore
furnished to the Payee or from the condition of such Obligor as heretofore most
recently disclosed to the Payee in any other manner; the merger or consolidation
of any Obligor; the Pension Benefit Guaranty Corporation shall commence
proceedings (including proceedings under ss. 4042 of the Employee Retirement
Income Security Act of 1974) to terminate any employee pension benefit plan of
the Maker; any misstatement or false statement of any Obligor in connection with
any agreement between any Obligor and the payee has been made; then in such
event the Maker shall immediately be liable without notice and shall pay on
demand all Obligations (whether or not otherwise due), together with all
collection costs and expenses, including reasonable attorneys' fees, in
connection with the collection of such indebtedness.

         As security for all Obligations, the Payee shall have a continuing
right of set-off against, a security interest in and a lien upon any and all
deposits, funds, securities, instruments and other property of any Obligor at
any time owing by the Payee or in its hands. The Payee shall be deemed to have
exercised such right of set-off immediately upon the occurrence of any event of
default hereunder even though such set-off is entered on the Payee's books
subsequent thereto.

     Payee shall have all rights and remedies of a secured party under the
Uniform Commercial Code. Further, upon the occurrence of any Event of Default,
all Obligations shall automatically become due and payable without notice and
Payee's commitment to make further loans or extensions of credit or other
financial accommodations to the Maker shall thereupon automatically and without
notice be terminated. In addition thereto, the Maker further agrees that (i) in
the event notice is necessary under applicable law, written notice mailed to the
Maker at the address then reflected in Payee's records 5 business days prior to
the date of public sale of any of the Collateral or prior to the date after
which private sale or any other disposition of the Collateral will be made shall
constitute reasonable notice, but notice given in any other reasonable manner or
at any other time shall be sufficient; (ii) in the event of the sale or other
disposition of any Collateral, Payee may apply the net proceeds thereof first to
the satisfaction of Payee's reasonable attorneys' fees, legal expenses, and


                              Page 25 of 34 Pages
<PAGE>

other costs and expenses incurred in connection with Payee's taking, re-taking,
holding, preparing for sale, and selling of the Collateral; then to repayment of
principal and interest on the Obligations, with the Maker remaining liable for
any deficiency; (iii) without precluding any other methods of sale, the sale of
Collateral shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar
property, but in any event Payee may sell on such terms as Payee may choose,
without assuming any credit risk and without any obligation to advertise or give
notice of any kind; and (iv) Payee may require the Maker to assemble Collateral,
taking all necessary or appropriate action to preserve and keep in good
condition; and make such available to Payee at a place and time convenient to
both parties; all at the expense of the Maker. To the extent permitted under
applicable law, full power and authority is hereby given Payee to sell, assign,
and deliver all or any part of the Collateral, at any time at any brokerage
board, or at public or private sale, at Payee's option, and no delay on Payee's
part in exercising any power of sale or any other rights or options hereunder,
and no notice or demand, which may be given to or made upon the Maker by Payee
with respect to any power or sale or other right or option hereunder, shall
constitute a waiver thereof, or limit or impair Payee's right to take any action
or to exercise any power of sale and any other rights hereunder, without notice
or demand, or prejudice Payee's rights as against the Maker in any respect.
Payee may be a purchaser, free from any right of redemption (which the Maker
hereby expressly waives and releases) at any public or private sale of
Collateral. Should such net proceeds be inadequate to pay all the Obligations,
the Maker agrees to pay the Payee on demand any balance that may be due to the
Payee.

         The Maker recognizes that the Payee may be unable to effect a public
sale of all or part of the Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, as now or hereafter in
effect, or applicable Blue Sky or other state securities law, as now or
hereafter in effect, but may be compelled to resort to one or more private sales
to a restricted group of purchasers who will be obliged to agree, among other
things, to acquire the Collateral for their own account, for investment and not
with a view to the distribution or resale thereof. The Maker agrees that private
sales so made may be at prices and other terms less favorable to the Payee than
if such Collateral were sold at public sales, and that the Payee has no
obligation to delay sale of any such Collateral for the period of time necessary
to permit the issuer of the Collateral, even if such issuer would agree, to
register the Collateral for public sale under such applicable securities laws.
The Maker agrees that private sales made under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.

         The Maker at the request of the Payee will sign and deliver to the
Payee a security agreement or a trust receipt or other writing, together with
financing statement(s) or a statement of trust receipt financing or other
writing, covering any Collateral in order to comply with or to enable the Payee
to obtain the benefits of the Uniform Commercial Code or any other similar
statute now or hereafter enacted, of Pennsylvania or of any other jurisdiction
where the Collateral may at any time be located. The Maker agrees to supply the
Payee with any information the Payee may reasonably request with respect to any
financing statement(s) or security agreement relating to the Maker or to any
property of the Maker, and the Maker agrees that without written consent of the
Payee the Maker will not enter into any security agreement which creates a
security interest in any category of the Maker's personal property generally (as
distinguished from any specific items thereof) or in any after-acquired property
other than accessions and fixtures. The rights of the Payee specified herein
shall be in addition to those previously or otherwise created or existing. The
Maker agrees to use every effort and to take every action that may be necessary
or appropriate to enable the Payee to enforce, protect and preserve its rights
and interests hereunder, hereby granting unto the Payee, as the Maker's
attorney-in-fact, full power and authority to take any and all such action,
either in the name of the Payee or in the name of the Maker as the Payee may in
its sole discretion determine.

                              Page 26 of 34 Pages
<PAGE>

         The Maker authorizes the Payee, with or without notice to the Maker, to
cause to be transferred or registered at the expense of the Maker any of the
Collateral into the name of the Payee or its nominee and to receive any income
derived therefrom and to hold such income as security for any of the Obligations
or apply it upon principal or interest due on any such Obligations. The Maker
will execute and deliver to the Payee such consents, endorsements, assignments
and stock powers as may appear to the Payee proper to further the negotiability
of any of the Collateral and will pay the expenses and charges of so furthering
negotiability. The Payee may at any time demand, sue for, collect or make any
compromise or settlement with reference to the Collateral as the Payee in its
sole discretion may determine. Any bonds or other obligations of or guaranteed
by the United States Government constituting part of the Collateral may be
pledged by the Payee (either alone or commingled with other securities) to
secure deposits or other obligations of the Payee, whether or not such deposits
or other obligations be in excess of the Obligations.

     The Maker agrees that the Payee assumes no responsibility for the
correctness, validity, genuineness or sufficiency of the instruments, documents
and/or chattel paper constituting the Collateral, or for the existence,
character, quantity, quality, condition, weight, packing, value or delivery of
any goods specified in any such documents. The Payee shall not be required to
take any steps necessary to preserve any rights against prior parties to any of
the Collateral. The maker hereby waives presentment, notice of dishonor and
protest of all instruments evidencing or included in the Obligations and the
Collateral. The Maker will keep the Collateral adequately covered by insurance
satisfactory to the Payee, and will assign the policies or certificates of
insurance to the Payee, or make the loss or adjustment payable to the Payee, at
the option of the Payee; and the Maker will furnish to the Payee evidence of
acceptance by the insurers of such assignment. Should the Maker fail to effect
and maintain such insurance, the Payee may do so for the account of the Maker.

     No failure on the part of Payee to exercise, and no delay in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise by Payee of any right, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
rights, power or remedy.

     If any provision hereof if held invalid or unenforceable, the remainder and
the application of such provision to the other parties or circumstances will not
be affected thereby, the provision being severable in any such instance.

     In any litigation hereunder, all Obligors hereby waive trial by jury and
waive the right to interpose any defense based upon any Statute of Limitations
or any claim of latches. Each Obligor hereby consents to the in personam
jurisdiction of the Courts of the Commonwealth of Pennsylvania and the United
States District Court for the Eastern District of Pennsylvania in connection
with any claim arising hereunder. In the event that any action is commenced
hereunder in any such court, service of process may be made on any Obligor by
mail addressed to said party at its address then reflected in Payee's records.

     This Note shall be governed by the laws of the Commonwealth of
Pennsylvania.

     All Obligors hereby forever waive presentment, demand, protest, notice of
protest and notice of dishonor to this Note and consent without notice to any
and all extensions of time or terms of payment including any compromise or
settlement thereof.

                                           By: /s/ Joseph Neubauer
                                              ----------------------------------
                                               Joseph Neubauer

                              Page 27 of 34 Pages
<PAGE>

                                  ENDORSEMENT

     In addition to liability as endorsers, which the undersigned hereby assume,
and intending to be legally bound, the undersigned (and, if more than one, each
of them jointly and severally) hereby (1) assent to all of the terms and
conditions of the within Note and hereby forever waive presentment, demand,
protest and notice of dishonor of the within Note and trial by jury, (2) become
surety to the Payee, its successors and assigns for the payment of the within
Note and (3) consent to any and all extensions of time or other terms of payment
and the release or substitution of, or the failure to perfect a security
interest in, any collateral as agreed to or granted by the Payee without notice
to any of the undersigned.

                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------




                                  SCHEDULE "A"
                               LIST OF COLLATERAL
                               ------------------

     All securities of the Maker now or hereafter in the Payee's possession in
any capacity whatever (including, without limitation, securities held by the
Payee as custodian or investment advisor) and all dividends and distributions
thereon and other rights relating thereto.




                               BORROWING SCHEDULE


 DATE         AMOUNT BORROWED         AMOUNT REPAID         BALANCE OUTSTANDING
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------




                              Page 28 of 34 Pages
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 99.C
<TEXT>




                              Page 29 of 34 Pages


<PAGE>

                                 PROMISSORY NOTE


$7,500,000.00
                                                          As of October 29, 1999

Joseph Neubauer
210 W. Rittenhouse Square
Apt. 3106
Philadelphia, Pennsylvania 19103
(Individually "Borrower")


P.O. Box 351
Rodney Square
Wilmington, Delaware 19801
(Hereinafter referred to as "Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United
States of America, at its office indicated above or wherever else Bank may
specify, the sum of Seven Million, Five Hundred Thousand and No/100 Dollars
($7,500,000.00) or such sum as may be advanced and outstanding from time to
time, with interest on the unpaid principal balance at the rate and on the terms
provided in this Promissory Note (including all renewals, extensions or
modifications hereof, this "Note").

RENEWAL/MODIFICATION/INCREASE. This Promissory Note renews, extends, increases
and/or modifies that certain Promissory Note dated October 28, 1998 (the
"Original Promissory Note"), evidencing an original principal amount of
$5,000,000.00. This Promissory Note is not a novation to the extent of the
principal balance currently outstanding under the Original Promissory Note.

SECURITY. Borrower has granted Bank a security interest in the collateral
described in the Loan Documents, including, but not limited to, personal
property collateral described in that certain Security Agreement of even date
herewith.

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this
Note from the date hereof at the Bank's Prime Rate, as that rate may change from
time to time in accordance with changes in the Bank's Prime Rate, ("Interest
Rate"). "Bank's Prime Rate" shall be that rate announced by Bank from time to
time as its prime rate and is one of several interest rate bases used by Bank.
Bank lends at rates both above and below Bank's Prime Rate, and Borrower
acknowledges that Bank's Prime Rate is not represented or intended to be the
lowest or most favorable rate of interest offered by Bank.

DEFAULT RATE. In addition to all other rights contained in this Note, if a
Default (as defined herein) occurs and as long as a Default continues, all
outstanding Obligations shall bear interest at the Interest Rate plus 3%
("Default Rate"). The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective interest yield by taking the stated (nominal)
rate for a year's period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period.
Application of the Actual/360 Computation produces an annualized effective rate
exceeding the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only, commencing on December 1, 1999, and
continuing on the same day of each month thereafter until fully paid. In any


                              Page 30 of 34 Pages
<PAGE>

event, all principal and accrued interest shall be due and payable on October 1,
2001.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shall be applied to accrued interest and then
to principal. If a Default occurs, monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any adverse
claim or threatened action, the returned payment shall remain payable as an
obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents" used in this Note and the
other Loan Documents refers to all documents executed in connection with the
loan evidenced by this Note and any prior notes which evidence all or any
portion of the loan evidenced by this Note, and any letters of credit issued
pursuant to any loan agreement to which this Note is subject, any applications
for such letters of credit and any other documents executed in connection
therewith, and may include, without limitation, a commitment letter that
survives closing, a loan agreement, this Note, guaranty agreements, security
agreements, security instruments, financing statements, mortgage instruments,
any renewals or modifications, whenever any of the foregoing are executed, but
does not include swap agreements (as defined in 11 U.S.C. ss. 101). Obligations.
The term "Obligations" used in this Note refers to any and all indebtedness and
other obligations under this Note, all other obligations under any other Loan
Document(s), and all obligations under any swap agreements (as defined in 11
U.S.C. ss. 101) between Borrower and Bank whenever executed. Certain Other
Terms. All terms that are used but not otherwise defined in any of the Loan
Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days,

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's
reasonable expenses incurred to enforce or collect any of the Obligations
including, without limitation, reasonable arbitration, paralegals', attorneys'
and experts' fees and expenses, whether incurred without the commencement of a
suit, in any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by
Bank in excess of such rate shall be applied to principal and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT. If any of the following occurs, a default ("Default") under this Note
shall exist: Nonpayment; Nonperformance. The failure of timely payment or
performance of the Obligations or Default under this Note or any other Loan
Documents. False Warranty. A warranty or representation made or deemed made in
the Loan Documents or furnished Bank in connection with the loan evidenced by
this Note proves materially false, or if of a continuing nature, becomes
materially false. Cross Default. At Bank's option, any default in payment or
performance of any obligation under any other loans, contracts or agreements of
Borrower. Cessation; Bankruptcy. The death of, appointment of a guardian for,
dissolution of, termination of existence of, loss of good standing status by,
appointment of a receiver for, assignment for the benefit of creditors of, or
commencement of any bankruptcy or insolvency proceeding by or against Borrower.
Material Business Alteration. Without prior written consent of Bank, a material
alteration in the kind or type of Borrower's business.


                               Page 31 of 34 Pages

<PAGE>

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan
Documents, Bank may at any time thereafter, take the following actions: Bank
Lien, Foreclose its security interest, subject to the terms of that Aramark
Shareholders Agreement dated December 14, 1994, or lien against Borrower's
accounts without notice. Acceleration Upon Default. Accelerate the maturity of
this Note and, at Bank's option, any or all other Obligations, whereupon this
Note and the accelerated Obligations shall be immediately due and payable.
Cumulative. Exercise any rights and remedies as provided under the Note and
other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower's financial
condition. Such information shall be true, complete, and accurate.

YEAR 2000 COMPATIBILITY. Borrower shall take all action necessary to assure that
Borrower's computer based systems are able to operate and effectively process
data including dates on and after January 1, 2000. At the request of Bank,
Borrower shall provide Bank assurance acceptable to Bank of Borrower's Year 2000
compatibility.

LINE OF CREDIT ADVANCES. Borrower may borrow, repay and reborrow, and Bank may
advance and readvance under this Note respectively from time to time until the
maturity hereof (each an "Advance" and together the "Advances"), so long as the
total principal balance outstanding under this Note at any one time does not
exceed the principal amount stated on the face of this Note, subject to the
limitations described in any loan agreement to which this Note is subject.
Bank's obligation to make Advances under this Note shall terminate if Borrower
is in Default. As of the date of each proposed Advance, Borrower shall be deemed
to represent that each representation made in the Loan Documents is true as of
such date.

If Borrower subscribes to Bank's cash management services and such services are
applicable to this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand deposit
account and the line of credit for credit or debit to the line of credit.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan Documents shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default shall operate as a waiver of any other
Default or the same Default on a future occasion. Neither the failure nor any
delay on the part of Bank in exercising any right, power, or remedy under this
Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment, protest,
notice of dishonor, demand for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of sale and all other
notices of any kind. Further, each agrees that Bank may extend, modify or renew
this Note or make a novation of the loan evidenced by this Note for any period,
and grant any releases, compromises or indulgences with respect to any
collateral securing this Note, or with respect to any other Borrower or any
other person liable under this Note or other Loan Documents, all without notice
to or consent of each Borrower or each person who may be liable under this Note
or any other Loan Document and without affecting the liability of Borrower or
any person who may be liable under this Note or any other Loan Document.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents
shall inure to the benefit of and be binding upon the parties and their
respective heirs, legal representatives, successors and assigns. Bank's
interests in and rights under this Note and the other Loan Documents are freely
assignable, in whole or in part, by Bank. In addition, nothing in this Note or
any of the other Loan Documents shall prohibit Bank from pledging or assigning
this Note or any of the other Loan Documents or any interest therein to any
Federal Reserve Bank. Borrower shall not assign its rights and interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign without Bank's prior written consent is null and void. Any assignment
shall not release Borrower from the


                              Page 32 of 34 Pages

<PAGE>

Obligations. Applicable Law; Conflict Between Documents. This Note and the other
Loan Documents shall be governed by and construed under the laws of the state
named in Bank's address shown above without regard to that state's conflict of
laws principles. If the terms of this Note should conflict with the terms of the
Loan Agreement or any commitment letter that survives closing, the terms of this
Note shall control. Borrower's Accounts. Except as prohibited by law, Borrower
grants Bank a security interest in all of Borrower's accounts with Bank.
Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction
in the state named in Bank's address shown above. Severability. If any provision
of this Note or of the other Loan Documents shall be prohibited or invalid under
applicable law, such provision shall be ineffective but only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note or other such document.
Notices. Any notices to Borrower shall be sufficiently given, if in writing and
mailed or delivered to the Borrower's address shown above or such other address
as provided hereunder, and to Bank, if in writing and mailed or delivered to
Bank's office address shown above or such other address as Bank may specify in
writing from time to time. In the event that Borrower changes Borrower's address
at any time prior to the date the Obligations are paid in full, Borrower agrees
to promptly give written notice of said change of address by registered or
certified mail, return receipt requested, all charges prepaid. Plural; Captions.
All references in the Loan Documents to Borrower, guararantor, person, document
or other nouns of reference mean both the singular and plural form, as the case
may be, and the term "person" shall mean any individual, person or entity. The
captions contained in the Loan Documents are inserted for convenience only and
shall not affect the meaning or interpretation of the Loan Documents. Advances.
Bank may, in its sole discretion, make other advances which shall be deemed to
be advances under this Note, even though the stated principal amount of this
Note may be exceeded as a result thereof. Posting of Payments. All payments
received during normal banking hours after 2:00 p.m. local time at the office of
Bank first shown above shall be deemed received at the opening of the next
banking day. Joint and Several Obligations. Each person who signs this Note is a
Borrower and is jointly and severally obligated. Fees and Taxes. Borrower shall
promptly pay all documentary, intangible recordation and/or similar taxes on
this transaction whether assessed at closing or arising from time to time.

ARBITRATION. Upon demand of any party, hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to the Loan Documents between parties hereto (a "Dispute") shall be
resolved by binding arbitration conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes
may include, without limitation, tort claims, counterclaims, a dispute as to
whether a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future. A judgment upon the award
may be entered in any court having jurisdiction. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to swap
agreements. Special Rules. All arbitration hearings shall be conducted in the
city named in the address of Bank first stated above. A hearing shall begin
within 90 days of demand for arbitration and all hearings shall conclude within
120 days of demand for arbitration. These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration
Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators
shall be licensed attorneys selected from the Commercial Financial Dispute
Arbitration Panel of the AAA. The parties do not waive applicable Federal or
state substantive law except as provided herein. Preservation and Limitation of
Remedies. Notwithstanding the preceding binding arbitration provisions, the
parties agree to preserve, without diminution, certain remedies that any party
may exercise before or after an arbitration proceeding is brought. The parties
shall have the right to proceed in any court of proper jurisdiction or by
self-help to exercise or prosecute the following remedies, as applicable: (i)
all rights to foreclose against any real or personal property or other security
by exercising a power of sale or under applicable law by judicial foreclosure
including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment. Any
claim or controversy with regard to any party's entitlement to such remedies is
a Dispute. Waiver of Exemplary Damages. The parties agree that they shall not
have a remedy of punitive or exemplary damages against other parties in any
Dispute and hereby waive any right or claim to punitive or exemplary damages


                              Page 33 of 34 Pages

<PAGE>

they have now or which may arise in the future in connection with any Dispute
whether the Dispute is resolved by arbitration or judicially. Waiver of Jury
Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE
IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A
DISPUTE.

IN WITNESS WHEREOF, Borrower, on the day and year first above written, has
caused this Note to be executed under seal.

PLACE OF EXECUTION AND DELIVERY. Borrower hereby certifies that this Note and
the Loan Documents were executed in the Commonwealth of Pennsylvania and
delivered to Bank in the Commonwealth of Pennsylvania.


                                 /s/ Joseph Neubauer      (SEAL)
                                 -------------------------------
                                 Joseph Neubauer
                                 Taxpayer Identification Number:


                              Page 34 of 34 Pages




</TEXT>
</DOCUMENT>
</SUBMISSION>
