Form: 10-K

Annual report [Section 13 and 15(d), not S-K Item 405]

ASSIGNEMENT OF LEASE

Published on




Exhibit 10.3.2


ASSIGNMENT OF LEASE

THIS ASSIGNMENT made effective as of the 24th day of February, 1997 by and
between BERMAN REAL ESTATE PARTNERSHIP, a Pennsylvania partnership (hereinafter
referred to as "Assignor") and BREP I, a Pennsylvania limited partnership
(hereinafter referred to as "Assignee").

B A C K G R O U N D:

A. Assignor and R&B, Inc., ("R&B"), on December 1, 1990, entered into a
Lease, thereafter amended on September 10, 1993, in connection with the lease of
the premises located at 3400 East Walnut Street, Colmar, Pennsylvania 18915,
more particularly described therein (the "Premises").


NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, Assignor, (i) hereby
assigns, transfers and conveys to Assignee all of the Assignor's right, title
and interest in and to the Lease, and (ii) delegates and transfers to the
Assignee all of the Assignor's obligations, liabilities and duties under the
Lease.

IT BEING INTENDED that the provisions of this Assignment shall be legally
binding upon and inure to the benefit of Assignor, Assignee, R&B, and their
respective heirs, administrators, executors, successors and assigns.



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Exhibit Page 1




IT WITNESS WHEREOF, Assignor, intending to be legally bound hereby, has duly
executed this Assignment upon the date first above written.


BERMAN REAL ESTATE PARTNERSHIP


Richard N. Berman
Richard N. Berman, Partner


Steven L. Berman
Steven L. Berman, Partner


Jordan S. Berman
Jordan S. Berman, Partner


Marc H. Berman
Marc H. Berman, Partner


Fred B. Berman
Fred B. Berman, Partner

Intending to be legally bound hereby, this Assignment is hereby accepted:

BREP I

By:BREP, Inc., General Partner

By: Jordan S. Berman
Jordan S. Berman, President



Exhibit Page 2





Intending to be legally bound hereby, the undersigned hereby consent to the
terms and conditions of the foregoing Assignment.

ATTEST: R&B, Inc.



Barry D. Myers By: Richard N. Berman
Richard N. Berman, President