LEASE AGREEMENT



            THIS LEASE, (sometimes referred to as the "Lease" or "Agreement"),

made between Ortho Pharmaceutical Corporation, a Delaware corporation, by its

division Ortho McNeil Pharmaceutical Division, with a principal place of

business at U.S. Route #202, Raritan, New Jersey 08869-0602, ("Landlord" or

"Ortho") and Advanta Corp., a Delaware corporation with an office for the

conduct of business at 5 Horsham Business Center, 300 Welsh Road, Horsham,

Pennsylvania 19044 ("Tenant" or "Advanta").



                                   WITNESSETH:



            Landlord does hereby lease unto Tenant, and Tenant hereby leases and

takes from Landlord the following described premises for the term and upon the

rentals and conditions hereinafter set forth.



                                    ARTICLE I

                                PREMISES AND TERM



            1.1 Description of Premises. Landlord does hereby lease unto Tenant,

and Tenant hereby leases and takes from Landlord for the term and upon the

rentals and conditions hereinafter set forth:



            ALL THAT CERTAIN 109,511 square foot space located in the Township

of Lower Gwynedd, County of Montgomery, Commonwealth of Pennsylvania, which is

more particularly described on Schedule "A", attached hereto (the "Leased

Premises", "Premises" or "premises"). The Leased Premises are part of a larger

parcel of land with





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improvements thereupon (the "Total Premises" or "campus") and the building of

which the Leased Premises are a part is sometimes referred to as the "Spring

House Facility" or "Building" as outlined on Schedule A. Tenant acknowledges

that it is leasing the Leased Premises in their "as-is" condition, except as

otherwise specifically provided in this Lease; and that Landlord is not

responsible for providing any services to Tenant with respect to the Leased

Premises except as otherwise specifically provided in this Lease. Landlord

grants to Tenant the right and non-exclusive easement to use, subject to section

6.1 below, and the other terms of this Lease, those portions of the Building

referred to as the auditorium, cafeteria, visitor's dining room and video

conference center shown on Schedule B. Landlord grants to Tenant the exclusive

easement, subject to the terms of this Lease, to use 320 parking spaces, which

are designated on Schedule B (the "Parking Areas"). Landlord grants to Tenant

the right and non-exclusive easement to use the outdoor athletic facilities,

subject to the terms of this Lease at Tenant's own risk. Landlord grants to

Tenant the right and non-exclusive easement, subject to the terms of this Lease

to use all parking areas, access and egress roads, streets, driveways, exterior

ramps and walks in the Total Premises (all hereinafter called the "Interior

Roadways"). Tenant agrees and acknowledges that Landlord and its employees (but

not Landlord's visitors) shall have the non-exclusive right of access to the

portion of the Spring House Facility retained by Landlord through the lobby of

the Leased Premises as shown in Schedule A on the terms and conditions set forth

on Schedule D, including compliance with the reasonable rules and regulations of

Tenant. Landlord acknowledges that the lobby is part of the Leased Premises,

will be known as the Advanta lobby, will be staffed by an Advanta receptionist

and will reflect the presence of Advanta.



            1.2 Term. The initial term of Lease (sometimes referred to as the

"Initial Term") shall be for a period of 120 months, commencing on November 1,

1995 and terminating on October 31, 2005,





                                                                               2

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unless earlier terminated as provided herein or unless extended as provided

herein with respect to any specified Tenant option to extend, or unless

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