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                                                                   EXHIBIT 10.24


     THIS AGREEMENT made this 21st day of November 2000

BETWEEN:       SPEDD, Inc.
               12300 Perry Highway
               Wexford, PA 15090
               (hereinafter called the "Landlord")

                                                          OF THE FIRST PART,

                                     -and-

               Steel City Products, Inc.
               200 Center Street
               McKeesport, PA 15132-2453
               (hereinafter called the "Tenant")

                                                          OF THE SECOND PART,

     In consideration of the Rents, covenants and agreements hereinafter
contained, the Landlord and Tenant hereby agree as follows:

                                1. THE PREMISES

     The Landlord does demise and lease to the Tenant a certain industrial
building having a municipal address of 39 Allegheny Square in the Glassport
Industrial Center, Ninth Street, Glassport, PA 15045 and further identified as
approximately 42,768 square feet of warehouse/manufacturing space containing
approximately 1,500 square feet of office space (the "Premises"). The Premises
are show in Exhibit "A" and are labeled as "New Building" which is highlighted.

                                2. TERM

     TO HAVE AND TO HOLD the Premises for and during the Term of seven (7)
years (the "Term") to be computed from January 1, 2001 and to be fully complete
and ended on the 31st day of December, 2007 unless otherwise terminated.

                                3. RENT

     The Tenant shall without deduction or right of offset pay to the Landlord
the sum of $1,165,428.00 payable in monthly installments on the first day of
each month as provided in the rent schedule until the whole amount of said Rent
is paid.


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                                 RENT SCHEDULE

               Year 1 (months 1-12)          $10,692.00 per month
               Year 2 (months 13-24)         $11,583.00 per month
               Year 3 (months 25-36)         $13,365.00 per month
               Year 4 (months 37-48)         $14,256.00 per month
               Year 5 (months 49-60)         $15,147.00 per month
               Year 6-7 (months 61-84)       $16,038.00 per month

     In addition, the Tenant agrees to pay the Landlord any other sum or sums
herein reserved as additional rentals. The rental recited herein for a given
month shall be increased by 10% if the Rent for that month is not received by
the Landlord by the tenth (10) day of any given month.

                              4. TAXES

     The Landlord shall pay the 2000 Base Year real estate taxes. In the event
the taxes levied and assessed against the Premises are increased beyond that
imposed for the year 2000 whether occasioned by an increase in millage or an
increase in assessment or both, the Tenant shall pay, as Additional Rent, any
increase in the taxes over the Base Year during the Term of this Lease, or any
renewal thereof. This includes county, municipal and school district taxes and
shall apply to any tax measured by the value assessment or use of the real
estate. Payment shall be made to Landlord in a lump sum within 30 days of
Landlord's written notice to Tenant with appropriate bills evidencing same.

                              5. SECURITY DEPOSIT

     The Tenant shall pay to the Landlord upon the execution of this Lease the
sum of $10,692.00 as a deposit to the Landlord to stand as security for the
payment by the Tenant of any and all present and future debts and liabilities
of the Tenant to the Landlord and for the performance by the Tenant of all its
obligations arising under or in connection with its Lease, collectively
hereinafter the "Obligations". In the event the Landlord disposes of its
interest in this Lease, the Landlord shall credit the deposit to its successor
and shall obtain and provide to the Tenant a written receipt therefor from such
successor and thereupon shall have no liability to the Tenant to repay the
Security Deposit to the Tenant. Subject to the foregoing and to the Tenant not
being in default under this Lease, the Landlord shall repay the Security
Deposit to the Tenant without interest at the end of the Term or sooner
Termination of the Lease provided that all the Obligations of the Tenant to the
Landlord are paid and performed in full, failing which the Landlord may on
notice to the Tenant elect to retain so much of the Security Deposit as is
necessary to reduce the Obligations and the Tenant shall remain fully liable to
the Landlord for payment and performance of any remaining Obligations.



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                          6. TENANT'S RESPONSIBILITIES

     The Tenant covenants as a further consideration for the leasing of the
Premises as follows:

USE

     a.  To use the Premises primarily for warehousing and wholesale
         distribution of automotive parts, pet accessories, landscaping
         supplies, and similar items. Any change of usage shall require the
         written approval of Landlord, which approval shall not be unreasonably
         withheld.

     b.  To immediately apply, at Tenant's expense, for an occupancy certificate
         or written permission to use the Premises as recited in 6a. If Tenant
         is unsuccessful in obtaining said permit by November 24, 2000 then this
         Lease and all documents attached thereto shall be null and void all
         monies advanced by Tenant shall be returned within ten days following
         Tenant's written notification that the certificate is unobtainable. If
         the notice is not received by Landlord before November 25, 2000 this
         contingency is automatically waived by Tenant.

     c.  Not to use, occupy or permit the Premises or any part thereof to be
         used in a manner, or occupied for a purpose, contrary to laws or rules
         and regulations of public authorities, or in a manner determined by
         Landlord's insurers to be a fire hazard.

UTILITIES - JANITOR

     d.  To pay for all utility services rendered or furnished to the Premises
         during the Term. Landlord shall not be liable for the quantity, quality
         or continuity of such utilities. Tenant shall also be responsible for
         the cost of all janitorial services within the Premises.

DAMAGES AND GLASS

     e.  Tenant shall maintain the glass portion of the Premises and promptly
         replace any breakage and fully save Landlord harmless from any loss,
         cost, or damage resulting from such breakage or replacement.

PERSONAL PROPERTY

     f.  That all personal property of Tenant which may, at any time, be in, on
         or about the Premises shall be Tenant's sole risk, or of any persons
         claiming under or through Tenant, and Landlord shall not be liable for
         any damage to the property or loss sustained by any person or persons
         on account of or by virtue of the business or occupation of Tenant from
         any cause whatsoever except such damage or loss as may result from the
         intentional act or negligence of Landlord.

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DAMAGES

     g.   Except for the intentional or negligent acts of Landlord, to at all
          times save Landlord harmless from any loss, cost, injury, damage or
          death which may occur or be claimed by or with respect to any person
          or persons, property or chattels, on or about the Premises, or to the
          personal property itself, resulting from any act done or omission by
          or through Tenant or caused by or resulting from Tenant's use or
          nonuse, or possession of, or conduct of Tenant's business on the
          Premises, except any damage which could be insured against in a
          standard fire and extended coverage policy of insurance.

INSURANCE

     h.   i.   The Tenant will save the Lessor harmless from any liability to
          any other person for damage to person or property resulting from
          Tenant's negligence.

          ii.  Tenant agrees to carry public liability insurance during the term
          of this Lease in the amount of not less than ONE MILLION and 00/100
          ($1,000,000.00) DOLLARS in respect to any one accident or casualty,
          ONE MILLION ($1,000,000.00) DOLLARS in respect of one person, and
          FIVE HUNDRED THOUSAND and 00/100 ($500,000.00) DOLLARS property
          damage. A copy of said policies or certificate evidencing such
          coverage shall be delivered to Lessor prior to the Lease Commencement
          date.

          iii. The Tenant hereby covenants and agrees to promptly comply with
          all notices, laws, ordinances, orders, rules and regulations of any
          and all the Federal, State, County and Municipal authorities, and to
          promptly make in compliance therewith at the expense of the Tenant any
          and all improvements, alterations, changes or repairs to the Premises
          as may be specified or required by such notices, laws, ordinances,
          orders, rules and regulations arising or resulting from Tenant's use
          of the demised premises. Tenant further agrees that it will not at any
          time permit the Premises to be used in such a way as to increase the
          fire insurance rate or premium payable for the insurance of said
          premises against fire or which may make void or voidable any policy of
          insurance; and in the event the insurance rate or premium payable for
          the insurance on said premises against fire is increased by the
          occupancy or use of said premises by the Tenant, or Tenant's neglect
          or refusal to comply with such notices, laws, ordinances, orders,
          rules and regulations as aforesaid, such increases in fire insurance
          rates or additional premiums shall be paid by the Tenant to the
          Landlord as additional rent. Notwithstanding the above, Tenant shall
          not be responsible for compliance with any governmental orders, etc.
          and any remedial expense pertaining thereto which is not related to
          Tenant's specific use of the Premises, or for any structural additions
          or repairs to the Premises performed by Landlord.


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WASTE

     i.   To use, maintain and occupy the Premises in a careful, safe, lawful
          and proper manner, and not to commit waste thereon, and to return the
          Premises to Landlord upon the termination of the Term, in as good a
          condition as received, ordinary wear and tear and damage by fire or
          other casualty excepted. Tenant will keep the Premises and
          appurtenances in a clean and safe condition. Tenant will not permit
          the Premises to be used in any way which will be a nuisance to the
          neighborhood or the Glassport Industrial Center.

ALTERATION

     j.   Tenant hereby accepts the Premises in its present condition "As is."
          Tenant, at Tenant's expense, shall have the right to make further
          changes, improvements or alterations to the Premises as Tenant deems
          necessary or desirable in the conduct of its business; provided,
          however, that such changes, improvements or alterations shall not have
          an adverse effect on the structure of the Premises, and provided,
          further, that Tenant shall not make or create any openings in the roof
          or exterior walls or make any alterations, additions or improvements
          to the Premises without the prior written consent of the Landlord,
          which consent shall not be unreasonably withheld by Landlord.

          Tenant shall require that all alterations, additions and improvements
          shall be done by contractors, subcontractors and suppliers on a "no
          lien" basis by the Tenant insuring that no-lien agreements are
          properly executed and filed of record as required by the Pennsylvania
          Mechanics Lien Law. Tenant shall indemnify Landlord against all
          expenses, liens, claims or damages to persons or property resulting
          from any such alterations, additions or improvements.

INSPECTION

     k.   To permit Landlord or Landlord's authorized representatives to enter
          the Premises during normal business hours, on twelve (12) hours prior
          notice, for inspection thereof and to specifically enter the Premises
          during the last twelve (12) months of the Term or any renewal, on
          twelve (12) hours prior notice, for the purpose of showing the same to
          prospective Tenants. Notwithstanding the foregoing, Landlord or it's
          agents may without notice enter the Premise at any time if emergency
          conditions warrant such entry. Landlord shall further have the right
          of access, on twelve (12) hours prior notice, to make repairs to the
          Premises, which Landlord may deem desirable or necessary for the
          safety or preservation of the same, and for such repairs as Tenant, by
          the Terms hereof, has covenanted to do and failed to do. The
          Landlord's entry on the Premises to make repairs which are the
          responsibility of Tenant shall not release Tenant from the obligation
          to pay for such repairs. Landlord or Landlord's



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          agent shall have the right to erect "For Rent" and/or "For Sale" signs
          in conspicuous locations on the Premises twelve (12) months prior to
          the expiration of this Lease or any renewal thereof provided the signs
          do not obscure Tenant's signs.

REPAIRS

     1.   i) Tenant: Tenant does hereby agree to assume and pay for all
          necessary repairs and maintenance to all non-structural portions of
          the Premises, during the Term of this Lease or any renewal thereof,
          including doors, windows, plumbing fixtures and equipment, electrical
          maintenance, heating and ventilation and alterations. Tenant's
          obligation for repairs extends to repairs made after the Tenant has
          vacated the Premises which were necessary because of Tenant's
          possession. Payments for repairs and maintenance which were the
          obligation of the Tenant but were not performed by the Tenant and
          instead were performed by the Landlord shall be due within ten days of
          the day Landlord presents Tenant with a bill and evidence of the
          completion of the work.

          ii) Landlord: Landlord shall be responsible for all repairs to the
          structural portion of the Building, including the roof and the roof
          membrane or other covering.

                               7. TENANT'S SIGNS

     The Tenant may not paint directly on the Building but may, at its own
expense and risk, and in accordance with Municipal, State and Federal codes
controlling same, erect signs concerning its business on the exterior of the
Premises with Landlord's approval and which comply with the guidelines of
Glassport Industrial Center. Tenant agrees to maintain said signs in a good
state of repair, and shall save the Landlord harmless from any loss, cost or
damage as a result of the erection, maintenance, existence or removal of same.
At the expiration of the Term, or any renewal thereof, Tenant shall remove said
signs and repair any damage caused by the erection or removal of same.

                               8. TRADE FIXTURES

     Tenant may, upon the termination of the Lease or any renewal thereof,
remove any and all trade fixtures owned by Tenant which are not attached to the
Premises or which may be removed without permanent injury to or significant
defacement of the Premises; provided, however that all damages incident to any
such removal are promptly repaired. Any fixtures other than trade fixtures,
installed by Tenant that are attached to the Building shall become the property
of the Landlord unless Landlord wants the fixtures removed by Tenant. Landlord
shall notify Tenant, in writing, 60 days prior to the end of the Lease or any
renewal thereof as to which non-trade fixtures Landlord wants Tenant to remove
and Tenant must do so prior to the Lease expiration.



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                               9. QUIET ENJOYMENT

     Landlord warrants that it is seized of good and sufficient title to the
Premises, and further warrants that if Tenant shall promptly pay and discharge
all covenants of Rent and otherwise, it shall have quiet and peaceful enjoyment
and possession of the Premises during the Term, or any renewal, without let or
hindrance from Landlord or other persons lawfully claiming by, through or under
Landlord.

                               10. FIRE CLAUSE

     If during the Term of this Lease, or any renewal thereof, the Premises are
so injured by fire or other casualty, that they are rendered wholly unfit for
Tenant to conduct its business and cannot be repaired within one hundred twenty
(120) days, then this Lease shall cease and determine. If such injury can be
repaired within one hundred twenty (120) days, the Landlord shall enter and
repair and this Lease shall not be affected except that the Rent shall be
apportioned or suspended while such repairs are being made. If the Premises are
slightly injured by fire or other such casualty, so as not to be rendered unfit
for occupancy, then it is agreed that the Landlord shall enter and repair with
reasonable promptness and, in that case, the Rent then accrued or accruing shall
not determine or cease.

                               11. EMINENT DOMAIN

     Should the Premises be taken by condemnation proceeding or by any right of
eminent domain, then this Lease shall terminate at the time of the actual taking
of the Premises and, from that date, all the rights and obligations of the
parties in, to and in connection with the Premises and with each other
shall terminate. The Premises shall be deemed to have been taken if Tenant is
prevented from using the Premises for the use stated in Clause 6(a) of this
Lease.

     Landlord shall have the right or privilege, either in its own name or in
the name of Tenant or in the name of Landlord and Tenant, to prove and collect
any and all damages by reason of condemnation or taking of the Premises, except
that Tenant shall retain all rights to recover moving expenses and losses
sustained and recoverable by virtue of any act of assembly providing for such
recovery as of the date of condemnation.

                               12. WAIVER

     No waiver of any covenants or conditions, or breach of any covenant or
condition of this Lease, shall be taken to constitute a waiver of any subsequent
breach of such covenant or condition nor to justify or authorize the
non-observance on any other occasion of the same or of any other covenant or
condition hereof, nor shall the acceptance of Rent by Landlord, at any time when
Tenant is in default under covenant or condition hereof, be construed as a
waiver of such default.

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                           13. OBSERVANCE BY TENANT

         Tenant agrees to perform, fully obey and comply with all ordinances,
regulations and laws of all public authorities, boards and officers having
jurisdiction over the Premises or the improvements thereon, except to the extent
such compliance is the responsibility of the Landlord. Tenant shall not use or
occupy, or permit any person to use or occupy the Premises, or any part thereof,
for any purpose or use in violation of any law, statute or ordinance, whether
Federal, State or Municipal, during the Term of this Lease or any renewal
thereof.

                           14. ESTOPPEL CERTIFICATES

         Tenant shall, at any time and from time to time, within fourteen (14)
days following written request from Landlord, execute, acknowledge and deliver
to Landlord a written statement certifying that this Lease is in full force and
effect and unmodified (or, if modified, stating the nature of such
modification), certifying the date to which the Rent reserved hereunder has been
paid, and certifying that there are not, to Tenant's knowledge, any uncured
defaults on the part of Landlord hereunder, or specifying such defaults if any
are claimed. Any such statement may be relied upon by any prospective purchaser
or mortgagee of all or any part of the Building or real property on which the
Building is located. Tenant's failure to deliver such statement within the said
fourteen (14) day period shall be conclusive upon Tenant that this Lease is in
full force and effect and unmodified, and there are no uncured defaults in
Landlord's performance hereunder.

                           15. DEFAULT

         The occurrence of any of the following shall, at Landlord's option,
constitute a material default and breach of this Lease by Tenant:

         (a) The abandonment of the Premises by Tenant prior to the expiration
             of the Lease coupled with Tenant's failure to punctually pay all
             rental sums due hereunder;

         (b) A failure by Tenant to pay the Rent reserved herein, or to make
             any other payment required to be made by Tenant hereunder, where
             such failure continues for more than ten (10) days;

         (c) A failure by Tenant to observe and perform any other provisions or
             covenants of this Lease to be observed or performed by Tenant,
             where such failure continues for thirty (30) days after written
             notice thereof from Landlord to Tenant, provided, however, that if
             the nature of the default is such that the same cannot reasonably
             be cured within such thirty (30) day period, Tenant shall not be
             deemed to be in default if Tenant shall within such period commence
             such cure and thereafter diligently prosecute the same to
             completion;



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         (d) The making by Tenant of any assignment for the benefit of
             creditors; the adjudication that Tenant is bankrupt or insolvent;
             the filing by or against Tenant of a petition to have Tenant
             adjudged as bankrupt or a petition for reorganization or
             arrangement under any law relating to bankruptcy (unless, in the
             case of a petition filed against Tenant, the same is dismissed
             within sixty (60) days after the filing thereof); the appointment
             of a trustee or receiver to take possession of substantially all of
             Tenant's assets located in the Premises or of Tenant's interest in
             this Lease (unless possession is restored to Tenant within thirty
             (30) days after such appointment); or the attachment, execution or
             levy against, or other judicial seizure of, substantially all of
             Tenant's interest in this Lease (unless the same is discharged
             within thirty (30) days after issuance thereof).

                              16. ACCELERATED RENT

         In the event of any default or breach of this Lease by Tenant as set
forth in Paragraph 15 hereof, the Rent reserved herein for the entire unexpired
portion of the Term of this Lease shall, at Landlord's option, thereupon
immediately become due and payable. Tenant shall be obligated for such
accelerated Rent regardless of which, if any of the remedies provided in
Paragraph 17 hereof or provided by law Landlord elects to pursue.

                              17. REMEDIES

         In the event of any default or breach of this Lease by Tenant as set
forth in Paragraph 15 hereof, Landlord, at its option, may terminate this Lease
upon and by giving written notice of termination to Tenant, or Landlord,
without terminating this Lease, may at any time after such default or breach,
without notice or demand additional to that provided in Paragraph 15 hereof, and
without limiting Landlord in the exercise of any other right or remedy which
Landlord may have by reason of such default or breach (other than the aforesaid
right of termination), exercise any one or more of the remedies hereinafter
provided in this Paragraph or as otherwise proved by law, all of such remedies
(whether provided herein or by law) being cumulative and not exclusive:

         (a) Landlord may perform for the account of Tenant any defaulted term
             or covenant on Tenant's part to be observed or performed, and
             recover as Rent any expenditures made and the amount of any
             obligations incurred in connection therewith.

         (b) Landlord may enter the Premises (with or without process of law and
             without incurring any liability to Tenant and without such entry
             constituting an eviction of Tenant or termination of this Lease)
             and take possession of the Premises and all personal property of
             every kind on the Premises, and Landlord may (i) apply against the
             accelerated Rent and the expenses, including attorneys' fees, which
             Landlord may have incurred in connection with such repossession,
             either the value of such personal property or the proceeds after
             selling expenses, from the sale of such personal property,
             whichever Landlord chooses to do, and (ii) at any time and from
             time to



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          time relet the Premises or any part thereof for the account of Tenant,
          for such Terms, upon such conditions and at such Rental as Landlord
          may deem proper. In the event of such reletting, (i) Landlord shall
          receive and collect the Rent therefrom and shall first apply such Rent
          against such expenses as Landlord may have incurred in recovering
          possession of the Premises, placing the same in good order and
          condition, altering or repairing the same for reletting, and such
          other expenses, commissions and charges, including attorney's fees,
          which Landlord may have paid or incurred in connection with such
          repossession and reletting, and then shall apply such Rent against the
          accelerated Rent, and (ii) Landlord may execute any lease in
          connection with such reletting in Landlord's name or in Tenant's name,
          as Landlord may see fit, and the tenant of such reletting shall be
          under no obligation to see the application by Landlord of any Rent
          collected by Landlord.

     (c)  The parties hereto hereby waive the right to a jury trial (or
          determination of fact) in any action or proceeding or counterclaim
          between the parties in any way connected with this Lease, the
          relationship of Landlord and Tenant, Tenant's use or occupancy of the
          Premises, and/or any claim of injury or damage.

                       18. HAZARDOUS OR TOXIC SUBSTANCES

     Tenant covenants and agrees not to permit, store, use, dump or dispose of
any hazardous or toxic substances on any part of Landlord's property in any
manner which may cause the Premises to be in violation of any applicable
environmental law or regulation or cause danger to person or property. Tenant
indemnifies and holds Landlord harmless, and agrees to defend Landlord from and
against any claims or actions arising from any alleged hazardous or toxic
substances upon the Premises as a result of Tenant's actions.

     Landlord covenants and agrees not to permit, store, use, dump or dispose of
any hazardous or toxic substances on any part of the Premises in any manner
which may cause the Premises to be in violation of any applicable environmental
law or regulation or cause danger to person or property. Landlord indemnifies
and holds Tenant harmless, and agrees to defend Tenant from and against any
claims or actions arising from any alleged hazardous or toxic substances upon
any part of the Premises as a of a condition of the Premises existing prior to
the commencement hereof.

     "Hazardous substances" include "hazardous waste" and "hazardous substances"
as defined by Federal and/or State statute or regulation.

                       19. ASSIGNMENT OR SUBLETTING

     Tenant may not assign this Lease and/or sublet the whole or any part or
parts of the Premises without obtaining the written permission of Landlord,
which consent shall not be unreasonably withheld or delayed, provided that
Tenant shall remain liable for the performance of all the Terms and conditions
contained in the Lease. In the event any assignment or subletting results in
Tenant receiving Rent or other related payments in excess of Tenant's financial
obligations hereunder, Tenant



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agrees to pay to Landlord monthly one-half (1/2) of the amount by which such
payments exceed its financial obligations hereunder, after deducting any costs
incurred by Tenant in such assignment or subletting.

                                20. HOLDING OVER

     If Tenant shall remain in possession of all or any part of the Premises
after expiration of the Term of this Lease, then the Tenant shall be deemed as a
Tenant of the Premises from month to month and subject to all of Terms and
provisions hereof, except only as to the Term of this Lease and rental shall be
at one hundred fifty (150%) percent of the last scheduled rental payment.

                                21. NOTICES

     All notices required hereunder shall be made in writing and shall be mailed
by certified mail addressed to Landlord at 12300 Perry Highway, Wexford, PA
15090 and to the Tenant at its address 200 Center Street, McKeesport, PA
15132-2453 or any other address notified in writing, and such posting and the
date thereof shall be sufficient proof hereunder.

                                22. TERMINATION

     Tenant agrees that it will give up quiet and peaceful possession of the
Premises at the end of the Term, or of any renewal thereof, waiving any and all
laws now in force or which may be passed from time to time during the Term of
this Lease which may be contrary to this provision.

                                23. SUBORDINATION

     Tenant hereby covenants and agrees upon the written request of Landlord to
subordinate this Lease and Tenant's rights hereunder to the lien of any mortgage
which is now, or at any time hereafter may be made a lien upon the Premises,
and, upon written demand from Landlord, to execute such further assurance or
other instruments subordinating this Lease to the lien of any such mortgage
except as to Tenant's right to possession as hereinafter provided as a condition
of any subordination of this Lease, and prior to delivery by Tenant of any such
instrument of subordination to Landlord, Landlord shall obtain and deliver to
Tenant, a written agreement from such mortgagee, its successors or assigns that
such mortgagee will not, in enforcing its mortgage lien rights, disturb Tenant's
possession under this Lease provided Tenant shall not then be in default
thereunder.

                                24. APPLICABLE LAW

     It is understood and agreed that this Lease shall be interpreted in
accordance with the laws of the Commonwealth of Pennsylvania and no presumption
shall be deemed to exist in favor of or against either party hereto by virtue of
the negotiation, drafting and execution of this Lease.




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                    25. SUCCESSORS AND ASSIGNS

     All rights, remedies, liabilities, covenants, conditions and agreements
herein imposed upon either of the parties hereto shall inure to and be binding
upon the successors and assigns of Landlord and Tenant insofar as this Lease and
the Terms created are assignable by the Term hereof.

                    26. AGENCY

     Landlord does hereby acknowledge that Pennsylvania Commercial Real Estate
Inc., d/b/a Collies Penn is the effective cause of making this Lease and a
leasing fee shall be paid by Landlord to Pennsylvania Commercial Real Estate Inc
pursuant to leasing and marketing agreements executed by Landlord and Colliers
Penn.

                    27. POSSESSION

     Upon complete execution and delivery of this Lease to the respective
parties of this Lease, the Tenant shall have the right to take possession of the
Premises prior to January 1, 2001 at no additional Rent or real estate tax
payments. All other covenants and conditions contained herein shall become
applicable as of the date of possession.

                    28. OPTION TO RENEW

     Provided that Tenant is not in default under the Terms of this Lease,
Landlord shall grant Tenant an option to renew this Lease for a period of three
(3) years for a total rental of $596,613.68 Dollars payable in monthly
installments, of $16,572.60. If Tenant elects to exercise this option to renew,
it shall notify the Landlord by sending a written notice by certified or
registered mail to the Landlord at Landlord's address, as set forth in Paragraph
21 (as the same may be changed pursuant to notice thereunder), of its intention
to do so, on or before August 1, 2007. In the event of such renewal, all of the
other Terms and conditions of the Lease shall continue in full force and effect
with the exception that the rental shall be $16,572.60 per month. The renewal
Term shall not contain an option for renewal.

                    29. LANDLORD IMPROVEMENTS

     The Landlord will complete the balance of warehouse lighting in the
Premises (approximately thirty light fixtures).

                    30. LANDLORD LIABILITY CLAUSE

     A.   The parties agree that Landlord shall have no liability to Tenant for
          any damages incurred by Tenant, including but not limited to lost
          profits, resulting from any business advice, financial or secretarial
          service or any other service provided by the SPEDD Incubator Network
          to its Tenants.



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<PAGE>   13
     B.   Landlord, may from time to time provide security for the facility in
          which is located the Premises. Tenant may, from time to time, install
          electronically controlled/monitored security and fire alarm systems
          for the Premises. Landlord assumes no responsibility and/or liability
          for any loss sustained in any instance where the security or fire
          alarm systems are ineffective or fail to function for any reason
          whatsoever. The Tenant and any party claiming under Tenant shall file
          no claim against Landlord because of damages sustained as a result of
          the failure of any such security or fire alarm system.

     C.   Execution or any other legal enforcement for collection on any verdict
          or judgement against Lessor and its agents or representatives,
          successors and assigns shall be expressly limited to the real estate
          of the Premises and Landlord's improvements thereon so that Tenant
          shall look solely to the equity of Landlord in the said real estate
          for the satisfaction of Tenant's remedies in the event of any
          Landlord's default hereunder.


     IN WITNESS WHEREOF, the parties hereto set their hands and seals on the day
and year first above mentioned.

     SEALED AND DELIVERED IN THE PRESENCE OF


                                        LANDLORD:
                                        SPEDD, INC.


/s/ [ILLEGIBLE]                         /s/ [ILLEGIBLE]
-------------------------               -------------------------
Witness

                                        TENANT:
                                        STEEL CITY PRODUCTS, INC.


/s/ [ILLEGIBLE]                         /s/ [ILLEGIBLE]
-------------------------               -------------------------
Witness



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