<PAGE>

                                                                   EXHIBIT 10.16

GMAC Commercial Mortgage
200 Wilmer Road
Horsham, PA 19044-8015
www.gmacom.com

March 28, 2005                                                       [GMAC LOGO]

PG (MULTI-16) L.P.
c/o W.P. Carey & Co. LLC
50 Rockefeller Plaza-2nd Floor
New York, NY 10020
Attn.: Director, Asset Management

RE: PG(MULTI-16) LP-Loan Number: 0110-46675 (the "Loan")

Ladies and Gentlemen:

You have requested that GMAC Commercial Mortgage Corporation ("GMACCM"), in its
role as the servicer of the Loan, consent to an Amended and Restated Deed of
Lease Agreement (the "Lease") by and between PG (MULTI-16) LP, a Delaware
limited partnership ("Borrower") and Ply Gem Industries, Inc., a Delaware
corporation, MWN Holding, Inc., a Delaware corporation, Great Lakes Window,
Inc., an Ohio corporation, MW Manufacturers Holding Corp., a Delaware
corporation, Napco Window Systems, Inc., a Delaware corporation, Kroy Building
Products, Inc., a Delaware corporation, Napco, Inc., a Delaware corporation,
Thermal-Gard, Inc., a Pennsylvania corporation, and Variform, Inc., a Missouri
corporation (collectively "Tenant") for property located in Kearny, Missouri;
Fair Bluff, North Carolina, York, Nebraska, Toledo, Ohio, Rocky Mount, Virginia
and Martinsburg, West Virginia (the "Property") in accordance with the
provisions of the Loan Agreement, dated October 22, 2004 between Borrower and
GMAC Commercial Mortgage Bank, a Utah Industrial Bank.

This letter is to inform you that GMACCM hereby consents to the execution of the
Lease and that the obligations of the Borrower to obtain lender's consent prior
to entering into a lease on the Property are deemed satisfied.

However, please note that this consent shall not be construed to be a
modification or waiver of any of the terms or conditions of any of the documents
executed in connection with the Loan or a subordination of the lender's lien on
the Property to the rights of the Tenant under the Lease, and shall not create
any rights or obligations between the lender and the Tenant.

Sincerely,

/s/ Gary A. Routzahn
-----------------------
Gary A. Routzahn
Vice President, Manager

<PAGE>


                                PEPE & HAZARD LLP
                                INTEROFFICE MEMO

TO:   GMAC Commercial Mortgage Corporation

FROM: Adam F. Zweifler

DATE: March 22, 2005

RE:   GMAC/ Ply Gem: Amended and Restated Deed of Lease Agreement

      You have asked me to review the draft Amended and Restated Deed of Lease
Agreement dated March 11, 2005, summarize the modifications and determine
whether the modifications will have an adverse affect on the loan secured by the
property which is subject to the lease.

      As discussed below, the modifications will have no significant effect on
the lender or the loan from a legal standpoint. The changes and my evaluation
are as follows:

1.    There were A number of clean-up changes due to the fact that the Lease has
been in effect for nearly 7 months now. Certain terms can now be set forth
specifically. such as the Commencement and Termination Dates (August 27, 2004
and August 31, 2024, respectively) and the rent due dates (25th day of
September, December, March and June). References to the Ohio and North Carolina
Agreement to Convey, transfer dates and Letters of Credit throughout the Amended
and Restated Deed of Lease Agreement have been deleted as the bonds encumbering
those properties have been repaid and the landlord's acquisition of those
properties completed. See Sections 3(a), 3(c), 4(b), 5(a), 6, and 31(a), 32 and
40(m).

2.    In the event of a casualty, the tenant no longer has the right to
terminate the Lease and repurchase the Property from the landlord (deleted
Section 20). Under the modified Lease, if there is a casualty, there will be no
abatement of rent and the tenant has an absolute obligation to restore. See
Sections 17(c), 18(a) and 20.

3.    In the event of a condemnation, if the tenant terminates the Lease (the
standard for termination is: the tenant will be unable to conduct its business
in the premises in question and will forever abandon its operations there), the
landlord will no longer be able to require the tenant to purchase the affected
Property from the landlord. Instead, the Lease will terminate as to the affected
premises and the landlord may keep that portion of the award equal to its
"Acquisition Cost" for the affected premises and the Lender will have the right
to apply the proceeds to repayment of the Loan. The Acquisition Cost is set
forth in Exhibit E to the Lease and is approximately 40% more than the allocated
loan amounts. The loan documents do not require payment of

<PAGE>

prepayment fee in the event of a paydown resulting from a condemnation, so the
allocation of the award to the landlord, will allow for repayment of the
allocable portion of the Loan. See Sections 18 and 20.

4.    With respect to renewal terms, the lease was changed to modify the method
by which rent is set at the beginning of each renewal term. In the original
lease, at the beginning of each renewal term (the Lease is for an initial term
of 20-years followed by an unlimited number of 10-year renewal terms) the rent
would be reset based upon the increase in CPI since the beginning of the term
then expiring. Under the Amended and Restated Lease, the rent will be determined
on the basis of the Fair Market Rental value of the Premises in question
determined on the basis of rents for comparable properties located within a
fifty (50) mile radius of the property in question. The loan is a 20-year fully
amortizing loan, accordingly, the rent structure during the renewal term should
not be material to the repayment of the loan. See Section 29 and Exhibit D.

5.    With respect to defaults, the original Lease gave the landlord the right
to require the tenant to repurchase the property in the event of a default. That
right has been relinquished. The right to force a repurchase, while a positive
thing to have in the lease, is not a common default right and one not likely to
be used - in that a defaulting tenant is not likely to have the resources to
purchase the premises, or if they do, the landlord can always agree to sell them
the property. Therefore, its elimination is not be significant. See Section
23(a)(iii).

6.    With respect to certain defaults which are not performance related
(breaches of representations and certain financial covenants), the landlord's
remedies are limited to collecting the discounted value of all future rent due
under the Lease at a 10.5% discount rate. The landlord's remedies for all other
default, including the failure to pay rent are unaffected. I understand that
Mitch Thurston is doing the numerical calculation to determine whether this
limitation on recovery will have any material impact on the potential for
repayment of the loan. See Section 23(c).

7.    The tenant has relinquished its right to substitute properties under the
lease. That Section, Section 37, has been deleted in its entirety. As the right
to substitute properties was an option entirely for the benefit of the tenant,
its elimination from the lease is desirable from the lender's standpoint. See
Sections 37 and Exhibit H.

8.    The landlord has given up the right to require the tenant to escrow for
taxes and insurance in the event of a tenant default or if required by a lender.
If the lender wishes to institute an escrow, it may still do so and collect from
borrower, but borrower will no longer have the right to turn around and have
this obligation flow directly through to the tenant. The tenant's ultimate
obligation to pay for taxes and insurance is not impaired. See Section 9.

                                        2

<PAGE>

      In general, the changes appear to be neutral or non-material (the
elimination of the right to substitute properties is actually favorable)
assuming that the numerical analysis of the limitation on remedies supports the
notion that there will be no material impairment of the lender's ability to be
repaid in the event of a default. I believe that they are not material in the
sense that if these changes had been requested prior to closing, they would not
have had an effect on the lender's willingness to go forward with the loan. The
proposed modifications to the lease will not require any modification of the
existing loan documents.

                                        3

<PAGE>

                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                             DEED OF LEASE AGREEMENT

                                 by and between

                                PG (MULTI-16) L.P.,
                         a Delaware limited partnership

                                 as LANDLORD

                                       and

                            PLY GEM INDUSTRIES, INC.,
                             a Delaware corporation,
                                       and
                               MWM HOLDING, INC.,
                            a Delaware corporation,
                                       and
                            GREAT LAKES WINDOW, INC.,
                              an Ohio corporation,
                                       and
                         MW MANUFACTURERS HOLDING CORP.,
                            a Delaware corporation,
                                       and
                             MW MANUFACTURERS INC.,
                             a Delaware corporation,
                                       and
                           NAPCO WINDOW SYSTEMS. INC.,
                             a Delaware corporation,
                                       and
                          KROY BUILDING PRODUCTS, INC.,
                             a Delaware corporation,
                                       and
                                  NAPCO. INC.,
                             a Delaware corporation,
                                       and
                               THERMAL-GARD, INC.,
                           a Pennsylvania corporation,
                                       and
                                 VARIFORM, INC.,
                             a Missouri corporation,

                                  as TENANT

                    Premises:   Kearney, MO
                                Fair Bluff, NC
                                York, NE
                                Toledo, OH
                                Valencia, PA
                                Rocky Mount, VA
                                Martinsburg, WV
                        Dated as of: March________, 2005
                        Effective as of: August 27, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
1.   Demise of Premises....................................................   1
2.   Certain Definitions...................................................   1
3.   Title and Condition; Single Lease Transaction.........................   8
4.   Use of Leased Premises; Quiet Enjoyment...............................  10
5.   Term..................................................................  11
6.   Basic Rent............................................................  11
7.   Additional Rent.......................................................  11
8.   Net Lease: Non-Terminability..........................................  12
9.   Payment of Impositions................................................  13
10.  Compliance with Laws and Easement Agreements; Environmental Matters...  13
11.  Liens; Recording......................................................  15
12.  Maintenance and Repair................................................  16
13.  Alterations and Improvements..........................................  16
14.  Permitted Contests....................................................  17
15.  Indemnification.......................................................  18
16.  Insurance.............................................................  19
17.  Casualty and Condemnation.............................................  21
18.  Termination Events....................................................  23
19.  Restoration...........................................................  24
20.  Intentionally Omitted.................................................  25
21.  Assignment and Subletting; Waiver of Landlord's Liens.................  25
22.  Events of Default.....................................................  27
23.  Remedies and Damages Upon Default.....................................  29
24.  NOTICES...............................................................  32
25.  Estoppel Certificate..................................................  32
26.  Surrender.............................................................  33
27.  No Merger of Title....................................................  33
28.  Books and Records.....................................................  33
29.  Determination of Value................................................  34
30.  Non-Recourse as to Landlord...........................................  35
31.  Landlord's Financing..................................................  36
32.  Subordination, Non-Disturbance and Attornment.........................  36
33.  Tax Treatment; Reporting..............................................  36
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                          <C>
34.  Permitted Leasehold Mortgage..........................................  36
35.  Rights of Permitted Leasehold Mortgagee...............................  37
36.  Grants and Releases of Easements......................................  39
37.  Intentionally Omitted.................................................  39
39.  Intentionally Omitted.................................................  39
39.  Post-Closing Obligations..............................................  39
40.  Miscellaneous.........................................................  41
</TABLE>

EXHIBITS

Exhibit "A" - Premises
Exhibit "B" - Machinery and Equipment
Exhibit "C" - Schedule of Permitted Encumbrances
Exhibit "D" - Rent Schedule
Exhibit "E" - Acquisition Costs
Exhibit "F" - Premises Percentage Allocation of Basic Rent
Exhibit "G" - Form of Subordination, Attornment and Non-Disturbance Agreement
              and Lender Estoppel
Exhibit "H" - INTENTIONALLY OMITTED
Exhibit "I" - Post-Closing Obligations

                                      -ii-

<PAGE>


            AMENDED AN RESTATED DEED OF LEASE AGREEMENT, made as of this
_______________day of March, 2005, effective as of the 27th day of August, 2004,
between PG (MULTI-16) L.P., a Delaware limited partnership ("Landlord"), with an
address c/o W. P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York,
New York 10020, and PLY GEM INDUSTRIES, INC., a Delaware corporation, and MWM
HOLDING, INC., a Delaware corporation, and GREAT LAKES WINDOW, INC., an Ohio
corporation, and MW MANUFACTURERS HOLDING CORP., a Delaware corporation, and MW
MANUFACTURERS INC., a Delaware corporation, and NAPCO WINDOW SYSTEMS, INC., a
Delaware corporation, and KROY BUILDING PRODUCTS, INC., a Delaware corporation,
and NAPCO. INC., a Delaware corporation, and THERMAL-GARD, INC., a Pennsylvania
corporation, and VARIFORM, INC., a Missouri corporation (singly and
collectively, as the context may require, "Tenant") each with an address for
notice purposes in care of Ply Gem Holdings, Inc., 185 Platte Clay Way, Suite A,
Kearney, Missouri, 64060.

                                   BACKGROUND:

            1. Landlord and Tenant entered into a certain Deed of Lease
Agreement dated August 27, 2004 (the "Original Lease") for the Leased Premises
(as hereinafter defined).

            2. Landlord and Tenant desire to amend and restate the Original
Lease in its entirety as hereinafter set forth.

                                 NOW, THEREFORE,

            in consideration of the rents and provisions herein stipulated to
be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

            1. Demise of Premises. Landlord hereby demises and lets to Tenant,
and Tenant hereby takes and leases from Landlord, for the term and upon the
provisions hereinafter specified, the following described property (hereinafter
referred to collectively as the "Leased Premises" and individually as the
"Kearney, MO Premises", the "Fair Bluff, NC Premises", the "York, NE Premises",
the "Toledo, OH Premises", the "Valencia, PA Premises", the "Rocky Mount, VA
Premises" and the "Martinsburg, WV Premises", each of which premises (as
hereinafter defined) shall include the following item (a) and the following
items (b) and (c) of this Paragraph 1 located thereon or therein and
appertaining thereto: (a) the real property described in Exhibit "A" hereto,
together with the Appurtenances (collectively, the "Land"); (b) the buildings,
structures and other improvements now or hereafter constructed on the Land
(collectively, the "Improvements"); and (c) the fixtures, machinery, equipment
and other property described in Exhibit "B" hereto (collectively, the
"Equipment").

            2. Certain Definitions.

                  "Acquisition Cost" of each of the Related Premises shall mean
the amount set forth opposite such premises on Exhibit "E" hereto.

                  "Additional Rent" shall mean Additional Rent as defined in
Paragraph 7.

                  "Adjoining Property" shall mean all sidewalks, driveways,
curbs, gores and vault Spaces adjoining any of the Leased Premises.

                  "Affected Premises" shall mean the Affected Premises as
defined in Paragraph 18.

                                       -1-

<PAGE>

                  "Affiliate" shall mean any Person which shall (i) control,
(ii) be under the control of, or (iii) be under common control with Tenant (the
term "control" as used herein shall be deemed to mean ownership of more than 50%
of the outstanding voting stock of a corporation or other majority equity and
control interest if such Person is not a corporation) and the power to direct or
cause the direction of the management or policies of such Person.

                  "Alterations" shall mean all changes, additions, improvements
or repairs to, all alterations, reconstructions, restorations, renewals,
replacements or removals of and all substitutions or replacements for any of the
Improvements or Equipment, both interior and exterior, structural and
non-structural, and ordinary and extraordinary.

                  "Appurtenances" shall mean all tenements, hereditaments,
easements, rights-of-way, rights, privileges in and to the Land, including (a)
easements over other lands. granted by any Easement Agreement and (b) any
streets, ways, alleys, vaults, gores or strips of land adjoining the Land.

                  "Assignment" shall mean any assignment of rents and leases
from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b)
secures Landlord's obligation to repay a Loan, as the same may be amended,
supplemented or modified from time to time.

                  "Basic Rent" shall mean Basic Rent as defined in Paragraph 6.

                  "Basic Rent Payment Date" shall mean Basic Rent Payment Date
as defined in Paragraph 6.

                  "Business Days" shall mean any day other than Saturdays,
Sundays and legal holidays on which national banks in New York are required to
close for business.

                  "Business Unit Premises" shall mean any Related Premises where
the business operations conducted in such Related Premises are sold to a
Business Unit Purchaser.

                  "Business Unit Purchaser" shall mean the Person who purchases
the Business Unit Premises, but shall not include any Affiliate of Tenant or
Caxton-Iseman or any of its Affiliates.

                  "Casualty" shall mean any loss of or damage to any property
(including the Leased Premises) included within or related to the Leased
Premises as a result of any fire, earthquake or other event of casualty.

                  "Commencement Date" shall mean Commencement Date as defined in
Paragraph 5.

                  "Condemnation" shall mean (a) any taking of all or a portion
of any of the Leased Premises (i) in or by condemnation or other eminent domain
proceedings pursuant to any Law, general or special, or (ii) by reason of any
agreement with any condemnor in settlement of or under threat of any such
condemnation or other eminent domain proceeding, or (b) any conveyance in lieu
of condemnation. The Condemnation shall be considered to have taken place as of
the later of the date actual physical possession is taken by the condemnor, or
the date on which the right to compensation and damages accrues under the law
applicable to the Leased Premises.

                  "Condemnation Notice" shall mean notice or knowledge of the
institution of or intention to institute any proceeding for Condemnation.

                                       -2-

<PAGE>

                  "Costs" of a Person or associated with a specified transaction
shall mean all reasonable costs and expenses incurred by such Person or
associated with such transaction, including without limitation, attorneys' fees
and expenses, court costs, brokerage fees, escrow fees, title insurance
premiums, mortgage commitment fees, mortgage points, recording fees and transfer
taxes, but excluding the internal administrative costs (including overhead) of
such Person, as the circumstances require.

                  "CPI shall mean CPI as defined in Exhibit "D" hereto.

                  "Default Rate" shall mean the Default Rate as defined in
Paragraph 7(a)(iv).

                  "Easement Agreement" shall mean any conditions, covenants,
restrictions, easements, declarations, licenses and other agreements listed as
Permitted Encumbrances or as may hereafter affect any Related Premises.

                  "Environmental Law" shall mean (a) whenever enacted or
promulgated, any applicable federal, state, foreign and local law, statute,
ordinance, rule, regulation, license, permit, authorization, approval, consent
court order, judgment, decree, injunction, code, requirement or agreement with
any governmental entity, (i) relating to pollution (or the cleanup thereof), or
the protection of air, water vapor, surface water, groundwater, drinking water
supply, land (including land surface or subsurface), plant, aquatic and animal
life from injury caused by a Hazardous Substance or (ii) concerning exposure to,
or the use, containment, storage, recycling, reclamation, reuse, treatment,
generation, discharge, transportation, processing, handling, labeling,
production, disposal or remediation of any Hazardous Substance, Hazardous
Condition or Hazardous Activity, in each case as amended and as now or hereafter
in effect, and (b) any common law or equitable doctrine (including, without
limitation, injunctive relief and tort doctrines such as negligence, nuisance,
trespass and strict liability) that may impose liability or obligations for
injuries or damages due to or threatened as a result of the presence of,
exposure to, or ingestion of, any Hazardous Substance. The term Environmental
Law includes, without limitation, the federal Comprehensive Environmental
Response Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act, the federal Water Pollution Control Act, the federal Clean
Air Act, the federal Clean Water Act, the federal Resources Conservation and
Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to
RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control
Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal
Occupational Safety and Health Act of 1970, the federal National Environmental
Policy Act and the federal Hazardous Material Transportation Act, each as
amended and as now or hereafter in effect and any similar state or local Law.

                  "Environmental Violation" shall mean (a) any direct or
indirect discharge, disposal, spillage, emission, escape, pumping, pouring,
injection, leaching, release, seepage, filtration or transporting of any
Hazardous, Substance at, upon, under, onto or within any Related Premises, or
from any Related Premises to the environment, in violation of any Environmental
Law or in excess of any reportable quantity established under any Environmental
Law or which is likely to result in any liability to Landlord, Tenant or Lender,
any Federal, state or local government or any other Person for the costs of any
removal or remedial action or natural resources damage or for bodily injury or
property damage, (b) any deposit, storage, dumping, placement or use of any
Hazardous Substance at, upon, under or within the Leased Premises or which
extends to any Adjoining Property in violation of any Environmental Law or in
excess of any reportable quantity established under any Environmental Law or
which is likely to result in any liability to any Federal, state or local
government or to any other Person for the costs of any removal or remedial
action or natural resources damage or for bodily injury or property damage,
(c)the abandonment or discarding of any barrels, containers or other receptacles
containing any

                                       -3-
<PAGE>
Hazardous Substances in violation of any Environmental Laws, (d) any activity,
occurrence or condition which is likely to result in any liability, cost or
expense to Landlord or Lender or any other owner or occupier of the Leased
Premises, or which is likely to result in a creation of a lien on any Related
Premises under any Environmental Law or (e) any violation of or noncompliance
with any Environmental Law.

            "Equipment" shall mean the Equipment as defined in Paragraph 1.

            "Event of Default" shall mean an Event of Default as defined in
Paragraph 22(a).

            "Expiration Date" shall mean Expiration Date as defined in Paragraph
5(a).

            "Fair Market Rental Value" shall mean the fair market rental value
of the Leased Premises for the relevant Renewal Term determined in accordance
with the procedure specified in Paragraph 29.

            "Fair Market Value Date" shall mean the date when the Fair Market
Rental Value is determined in accordance with Paragraph 29.

            "Federal Funds" shall mean federal or other immediately available
funds which at the time of payment are legal tender for the payment of public
and private debts in the United States of America.

            "Guarantor" shall mean Ply Gem Holdings, Inc., a Delaware
corporation.

            "Guaranty" shall mean me Guaranty and Suretyship Agreement dated as
of the date hereof from Guarantor to Landlord guaranteeing the payment and
performance by Tenant of all of Tenant's obligations under the Lease.

            "Hazardous Activity" means any activity, process, procedure or
undertaking which directly or indirectly (a) procures, generates or creates any
Hazardous Substance; (b) causes or results in (or threatens to cause or result
in) the release, seepage, spill, leak, flow, discharge or emission of any
Hazardous Substance into the environment (including the air, ground water,
watercourses or water systems), (c) involves the containment or storage of any
Hazardous Substance; or (d) would cause any of the Leased Premises or any
portion thereof to become a hazardous waste treatment, recycling, reclamation,
processing, storage or disposal facility within the meaning of any Environmental
Law.

            "Hazardous Condition" means any condition which would support any
claim or liability under any Environmental Law, including the presence of
underground storage tanks.

              "Hazardous Substance" means (i) any substance, material product,
petroleum, petroleum product, derivative, compound or mixture, mineral
(including asbestos), chemical, gas medical waste, or other pollutant, in each
case whether naturally occurring. man-made or the by-product of any process,
that is toxic, harmful or hazardous or acutely hazardous to the environment or
public health or safety or (ii) any substance supporting a claim under any
Environmental Law, whether or not defined as hazardous as such under any
Environmental Law. Hazardous Substances include, without limitation, any toxic
or hazardous waste, pollutant, contaminant, industrial waste, petroleum or
petroleum-derived substances or waste, radon, radioactive materials, asbestos,
asbestos containing materials, microbial matter (including but not limited to
mold, mildew and other fungi or bacterial matter which reproduces through the
release

                                      -4-
<PAGE>

of spores or the splitting of cells), urea formaldehyde foam insulation, lead
and polychlorinated biphenyls.

            "Impositions" shall mean the Impositions as defined in Paragraph
9(a).

            "Improvements" shall mean the Improvements as defined in Paragraph
1.

            "Indemnitee" shall mean an Indemnitee as defined in Paragraph 15.

            "Initial Term" shall mean Initial Term as defined in Paragraph
5(a).

            "Insurance Requirements" shall mean the requirements of all
insurance policies required to be maintained in accordance with this Lease.

            "Land" shall mean the Land as defined in Paragraph 1.

            "Landlord Expenses" shall mean (i) any cost or expense that is the
express obligation of Landlord under this Lease,(ii) debt service for any
indebtedness of Landlord, (iii) any Landlord Impositions, (iv)except as
expressly set forth in Paragraph 7(a)(i) administrative expenses of Landlord,
and (v) except as expressly set forth herein with respect to any initial
financing, costs incurred by Landlord in connection with financing, or
refinancing the Leased Premises.

            "Landlord Impositions" shall mean: (a) any estate, gift or
inheritance tax of Landlord: (b) any transfer or other taxes incurred by
Landlord in connection with a conveyance of the fee interest in any Related
Premises to any Person except Tenant or its designee, or a transfer of any
direct or indirect equity interests in Landlord to any Person except Tenant or
its designee, or any mortgage recording taxes incurred in connection with a
mortgage of Landlord's fee interest in the Leased Premises except for mortgage
recording taxes payable on the initial fee Mortgage: (c) any franchise tax, net
income tax, capital gains tax, gross receipts tax or similar tax (other than any
gross receipts tax or similar tax imposed in lieu of any tax or imposition that
Tenant is obligated to pay under Paragraph 9), or tax imposed under Section 59A
of the Internal Revenue Code of 1986, as amended, or any similar state, local,
foreign or successor provision; provided, that if at any time during the term of
this Lease, the method of taxation shall be such that there shall be assessed,
levied, charged or imposed on Landlord a tax, in lieu of real estate taxes or
any other imposition payable by Tenant, upon the value of the Leased Premises or
any Related Premises, then all such levies and taxes or the part thereof so
measured or based shall be payable by Tenant, but only to the extent that such
levies or taxes would he payable if the Leased Premises were the only property
of Landlord, and Tenant shall pay and discharge the same as herein provided.

            "Law" shall mean any constitution, statute, rule of law, code,
ordinance, order, judgment, decree, injunction, rule, regulation, policy,
requirement or administrative or judicial determination, even if unforseen or
extraordinary, of every duly constituted governmental authority, court or
agency, now or hereafter enacted or in effect.

            "Lease" shall mean this Amended and Restated Deed of Lease
Agreement.

            "Leasehold Estate" shall mean Tenant's leasehold estate under this
Lease.

            "Lease Year" shall mean, with respect to the first Lease Year, the
period commencing on the Commencement Date and ending at midnight on the last
day of the twelfth (12th) full consecutive calendar month following the month
in which the Commencement Date occurred, and each succeeding twelve (12) month
period during the Term.

                                       -5-

<PAGE>

            "Leased Premises" shall mean the Leased Premises as defined in
Paragraph 1.

            "Legal Requirements" shall mean the requirements of all present and
future Laws (including but not limited to Environmental Laws and Laws relating
to accessibility to, usability by, and discrimination against, disabled
individuals) and all covenants, restrictions and conditions now or hereafter of
record which may be applicable to Tenant or to any of the Leased Premises or any
Related Premises, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or restoration of any of the Leased
Premises or any Related Premises, even if compliance therewith necessitates
structural changes or improvements or results in interference with the use or
enjoyment of any of the Leased Premises or any Related Premises or requires
Tenant to Carry insurance other than as required by this Lease.

            "Lender" shall mean any Person (and its respective successors and
assigns) which may, on or after the date hereof, make a Loan to Landlord or be
the holder of a Note.

            "Limited Remedy Default" shall mean an Event of Default specified in
the following clauses of Paragraph 22(a): clause (iii) if the misrepresentation
is with respect to the penultimate sentence of Sections 2, 3, 4, 7 and 24 of
the Lessee's Certificate, the first sentence of Section 3 or the first or last
sentence of Section 7 of the Lessee's Certificate, clause (iv), clause (v)(B),
clause (vi)(E), clause (ix) (B),clause (xi), clause (xiii) (if such Event of
Default is with respect to or arises as a result of a default under Paragraphs 6
or 9 of the Guarantor's Certificate, Sections 3.03(ii), 3.04(iv), 4.01(c) or
4.0l(d) of the Guaranty), or clause (xiv).

            "Loan" shall mean any loan (or the portion thereof allocable to the
Leased Premises, if applicable) made by one or more Lenders to Landlord, which
loan is secured by a Mortgage and an Assignment and evidenced by a Note.

            "Monetary Obligations" shall mean Rent and all other sums payable
by Tenant under this Lease to Landlord, to any third party on behalf of Landlord
or to any Indemnitee.

            "Moody's" shall mean Moody's Investor Services, Inc.

            "Mortgage" shall mean any mortgage or deed of trust from Landlord to
a Lender which (a) encumbers any of the Leased Premises and (b) secures
Landlord's obligation to repay a Loan, as the same may be amended, supplemented
or modified.

            "Net Award" shall mean (a) the entire award payable to Landlord or
Lender by reason of a Condemnation whether pursuant to a judgment or by
agreement or otherwise, or (b) the entire proceeds of any insurance required
under clauses (i), (ii) (to the extent payable to Landlord or Lender), (iv), (v)
or (vi) of Paragraph 16(a), as the case may be, less any expenses incurred by
Landlord and Lender in collecting such award or proceeds.

            "Note" shall mean any promissory note (or an allocable portion
thereof, if applicable) evidencing Landlord's obligation to repay a Loan, as the
same may be amended, supplemented or modified.

            "Partial Condemnation" shall mean any Condemnation which does not
constitute a Termination Event.

                                      -6-
<PAGE>

            "Percentage Allocation" shall mean the percentage allocated to each
Related Premises in Exhibit"F" to this Lease as the same may be adjusted in
accordance with the formula specified in Exhibit "F".

            "Permitted Encumbrances" shall mean those covenants, restrictions,
reservations, liens, conditions and easements and other encumbrances , other
than any Mortgage or Assignment, listed on Exhibit "C" hereto (but such listing
shall not be deemed to revive any such encumbrances that have expired or
terminated or are otherwise invalid or unenforceable).

            "Permitted Leasehold Mortgage" shall mean any first lien, mortgage,
deed of trust, security deed, deed to Secure debt,assignment, security Interest,
pledge, financing statement, or any other instrument(s) or agreements(s)
intended to grant security for any obligation (including a purchase-money or
other promissory note) encumbering the Leasehold Estate, as entered into,
renewed, modified, consolidated, amended, extended, or assigned from time to
time.

            "Permitted Leasehold Mortgagee" shall mean the holder of Permitted
Leasehold Mortgage, and its successors and assigns.

            "Person" shall mean an individual, partnership, association,
corporation or other entity.

            "Post-Closing Obligations" shall mean those obligations of Tenant
specified in Exhibit "I" hereto.

            "Preapproved Assignee" shall mean Preapproved Assignee as defined in
Paragraph 21(a).

            "Prepayment Premium" shall mean any payment (other than a payment of
principal and/or interest which Landlord is required to make under a Note or a
Mortgage) by reason of any prepayment by Landlord of any principal due under a
Note or Mortgage, and which may be (in lieu of such prepayment premium or
prepayment penalty) (a) a "make whole" or yield maintenance clause requiring a
prepayment premium or (b) a defeasance payment (such defeasance payment to be an
amount equal to the positive difference between (i) the total amount required to
defease a Loan and (ii) the outstanding balance of the Loan as of the date of
such defeasance, in the Case of either (a) or (b) in an amount sufficient to
compensate the Lender for the loss of the benefit of the Loan due to a
prepayment.

            "Present Value" of any amount shall mean such amount discounted by a
rate per annum which is the lower of (a) the Prime Rate plus two percent (2%) at
the time such present value is determined or (b) eight percent (8%) per annum.

            "Prime Rate" shall mean the interest rate per annum as published,
from time to time, in The Wall Street Journal as the "Prime Rate" in its column
entitled "Money Rate". The Prime Rate may not be the lowest rate of interest
charged by any "large U.S. money center commercial banks" and Landlord makes no
representations or warranties to that effect. In the event The Wall Street
Journal ceases publication or ceases to publish the "Prime Rate" as described
above, the Prime Rate shall be the average per annum discount rate (the
"Discount Rate") on ninety-one (91) day bills ("Treasury Bills") issued from
time to time by the United States Treasury at its most recent auction, plus
three hundred (300) basis points. If no such 91-day Treasury Bills are then
being issued, the Discount Rate shall be the discount rate on Treasury Bills
then being issued for the period of time closest to ninety-one (91) days.

                                      -7-
<PAGE>

            "Related Premise" shall mean any one of the Kearney, MO Premises,
the Fair Bluff, NC Premises, the York, NE Premises, the Toledo, Ohio Premises,
the Valencia, PA Premises, the Rocky Mount, VA Premises and the Martinsburg, WV
Premises.

            "Relevant Date" shall mean the date on which Fair Market Rental
Value is. determined in the event of any extension of this Lease pursuant to
Paragraph 5(b).

            "Remaining Premises" shall mean the Related Premises which are not
Affected Premises under Paragraph 18.

            "Renewal Term" shall mean Renewal Term as defined in Paragraph 5.

            "Rent" shall mean, collectively, Basic Rent and Additional Rent.

            "S&P" shall mean Standard and Poor's Rating Services.

            "Site Assessment" shall mean a Site Assessment as defined in
Paragraph 10(c).

            "Surviving Obligations" shall mean any obligations of Tenant under
this Lease, actual or contingent, which arise on or prior to the expiration or
prior termination of this Lease or which survive such expiration or termination
by their own terms.

            "Tenant's Equipment" shall mean all trade fixtures, machinery,
office, manufacturing, storage, materials handling and warehouse equipment which
are used by Tenant in the operation of its business, including any air
compressors and exhaust fans, used by Tenant in the operation of its business.

            "Term" shall mean the Initial Term and any exercised Renewal Term.

            "Third Party Purchaser" shall mean the Third Party Purchaser as
defined in Paragraph 21 (h).

            "Warranties" shall mean Warranties, as defined in Paragraph 3(d).

      3.    Title and Condition; Single Lease Transaction.

            (a) The Leased Premises are demised and let subject to (i) the
rights of any Persons in possession of the Leased Premises, (ii) the existing
state of title of any of the Leased Premises, including any Permitted
Encumbrances, (iii) any state of facts which an accurate survey or physical
inspection of the Leased Premises, might show, (iv) all Legal Requirements,
including any existing violation of any thereof and (v) the condition of the
Leased Premises as of the commencement of the Term, without representation or
warranty by Landlord.

            (b) Tenant acknowledges that the Leased Premises are in good
condition and repair at the inception of this Lease. LANDLORD LEASES AND WILL
LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS. TENANT
ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER
CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE
MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OK IMPLIED, WITH RESPECT TO ANY OF
THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS
FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE

                                      -8-
<PAGE>

EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD'S TITLE THERETO, (v)
VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix)
CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii)
DURABILITY (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE,
HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi) COMPLIANCE OF THE LEASED
PREMISES WITH ANY LAW OR LEGAL REQUIREMENT: AND ALL RISKS INCIDENT THERE TO ARE
TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE LEASED PREMISES ARE OF ITS
SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES HAVE BEEN
INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR
DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR
PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT
THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT
LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE BEEN NEGOTIATED,
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY
LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES,
ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR
HEREAFTER IN EFFECT OR ARISING OTHERWISE.

            (c) Tenant represents to Landlord that Tenant has examined the title
to the Leased Premises prior to the execution and delivery of this Lease and has
found, the same to be satisfactory for the purposes contemplated hereby. Tenant
acknowledges that (i) fee simple title (both legal and equitable) to the Leased
Premises is in Landlord, as provided herein, (ii) the Improvements conform to
all material Legal Requirements and all Insurance Requirements, (iii) all
easements necessary or appropriate for the use or operation of the Leased
Premises have been obtained, (iv) all contractors and subcontractors who have
performed work on or supplied materials to the Leased Premises have been fully
paid, and all materials and supplies have been fully paid for, (v) the
Improvements have been fully completed in all material respects in a workmanlike
manner, and (vi) all Equipment necessary or appropriate for the use or operation
of the Leased Premises has been installed and is presently fully operative in
all material respects.

            (d) Landlord hereby assigns to Tenant, without recourse or warranty
whatsoever, all assignable warranties, guaranties, indemnities and similar
rights, (collectively "Warranties") which Landlord may have against any
manufacturer, seller, engineer, contractor or builder in respect of any of the
Leased Premises. Such assignment shall remain in effect until the expiration or
earlier termination of this Lease, whereupon such assignment shall cease and all
of the Warranties shall automatically revert to Landlord. In confirmation of
such reversion Tenant shall execute and deliver promptly any certificate or
other document reasonably required by Landlord. Landlord shall also retain the
right to enforce any Warranties upon the occurrence and during the continuance
of an Event of Default. Tenant shall use commercially reasonable efforts to
enforce the Warranties in accordance with their respective terms.

            (e) LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL INTENT TO
CREATE, AND THAT THIS LEASE CONSTITUTES, A SINGLE LEASE WITH RESPECT TO EACH AND
EVERY PARCEL OF LAND, IMPROVEMENTS INCLUDED IN ANY AND ALL OF THE LEASED
PREMISES (WHEREVER LOCATED). THAT THIS LEASE IS NOT INTENDED AND SHALL NOT BE
CONSTRUED TO BE SEPARATE LEASES AND THAT ALL THE TERMS AND CONDITIONS HEREOF
SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT WITH RESPECT
THERETO.

                                      -9-
<PAGE>

            (f) TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL
REPRESENTATIVE (UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE
INSOLVENCY PROCEEDING) EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING
THE PROVISIONS OF PARAGRAPH 18 HEREOF OR ANY OTHER PROVISION IN THIS LEASE TO
THE PRO CONTRARY, IT IS THE EXPRESS INTENT OF LANDLORD AND TENANT TO CREATE, AND
THAT THIS LEASE CONSTITUTES, A SINGLE LEASE WITH RESPECT TO EACH AND EVERY
PARCEL OF LAND, IMPROVEMENTS AND EQUIPMENT INCLUDED IN EACH AND ALL OF THE
RELATED PREMISES (WHEREVER LOCATED) AND SHALL NOT BE (OR BE DEEMED TO BE)
DIVISIBLE OR SEVERABLE INTO SEPARATE LEASES FOR ANY PURPOSE WHATSOEVER (EXCEPT
THAT TENANT HAS ADVISED LANDLORD THAT THE LEASE IS REQUIRED TO BE ANALYZED ON A
PROPERTY-BY-PROPERTY BASIS FOR FINANCIAL ACCOUNTING PURPOSES), AND TENANT, ON
BEHALF OF ITSELF AND ANY SUCH TRUSTEE OR LEGAL. REPRESENTATIVE, HEREBY WAIVES
ANY RIGHT TO CLAIM OR ASSERT A CONTRARY POSITION IN ANY ACTION OR PROCEEDING; IT
BEING FURTHER UNDERSTOOD AND AGREED BY TENANT THAT THE ALLOCATIONS OF
ACQUISITION COST AND PERCENTAGE ALLOCATION OF BASIC RENT AS SET FORTH ON EXHIBIT
"E" AND EXHIBIT "F" HEREOF ARE INCLUDED TO PROVIDE A FORMULA FOR RENT ADJUSTMENT
AND LEASE TERMINATION UNDER CERTAIN CIRCUMSTANCES AND AS AN ACCOMMODATION TO
TENANT. ANY EVENT OF DEFAULT HEREUNDER IN CONNECTION WITH ANY RELATED PREMISES
SHALL BE DEEMED TO BE AN EVENT OF DEFAULT WITH RESPECT TO THE ENTIRE LEASED
PREMISES (WHEREVER LOCATED). THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT IN
THIS PARAGRAPH 3(f) ARE MADE AS A MATERIAL INDUCEMENT TO LANDLORD TO ENTER INTO
THE TRANSACTION CONTEMPLATED BY THIS LEASE AND THAT, BUT FOR THE FOREGOING
AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD NOT CONSUMMATE THIS LEASE TRANS
ACTION.

      4.    Use of Leased Premises; Quiet Enjoyment.

            (a) Tenant may occupy and use the Leased Premises for a
manufacturing and distribution facility with ancillary office, storage and
parking uses and for no other purpose without the prior written consent of
Landlord which shall not be unreasonably withheld or delayed. Tenant shall not
use or occupy or permit any of the Leased Premises to be used or occupied, nor
do or permit anything to be done in or on any of the Leased Premises, in a
manner which would or might (i) violate any Law or Legal Requirement, (ii) make
void or voidable or cause any insurer to cancel any insurance required by this
Lease, or make it difficult or impossible to obtain any such insurance at
commercially reasonable rate, (iii) make, void or voidable, cancel or cause to
be cancelled or release any of the Warranties, (iv) cause structural injury to
any of the Improvements or (v) constitute a public or private nuisance or waste.

            (b) Subject to the provisions hereof, so long as no Event of Default
has occurred and is continuing. Tenant shall quietly hold, occupy and enjoy the
Leased Premises throughout the Term, without any hindrance, ejection or
molestation by Landlord or anyone claiming through or under Landlord with
respect to matters that arise after the date hereof, provided that Landlord or
its agents may enter upon and examine any of the Leased Premises at such
reasonable times, as Landlord may select and upon reasonable notice to Tenant
(except in the cast of any emergency, in which event no notice shall be
required), but at all times accompanied by a representative designated by
Tenant, for the purpose of inspecting the Leased Premises, verifying compliance
or non-compliance by Tenant with its obligations hereunder and the existence or
non-existence of an Event of Default showing the Leased Premises to prospective
Lenders and purchasers, making any repairs and taking such other action with
respect to the Leased Premises as is permitted by any provision hereof.

                                      -10-
<PAGE>

      5.    Term.

            (a) Subject to the provisions hereof, Tenant shall have and hold the
Leased Premises for an initial term (the "Initial Term") which commenced on
August 27, 2004 (the "Commencement Date") and ends on August 31, 2024 (the
"Expiration Date").

            (b) Provided that if, on or prior to the Expiration Date or any
other Renewal Date (as here in after defined) this Lease shall not have been
terminated pursuant to any provision hereof, then on the Expiration Date and on
the tenth (10th) anniversary of the Expiration Date (the Expiration Date and
such anniversary being a "Renewal Date "), the Term shall be deemed to have been
automatically extended for an additional period of ten (10) years (each such
extension, a "Renewal Term"), unless Tenant shall notify Landlord in writing at
least eighteen (18) months prior to the next Renewal Date that Tenant is
terminating this Lease as of the next Renewal Date, At Landlord's request at any
time after the giving of a notice of termination, Tenant shall execute a notice
in recordable form confirming such termination. Any such extension of the Term
under this Paragraph 5(b) shall be subject to all of the provisions of this
Lease, as the same may be amended, supplemented or modified.

            (c) If Tenant exercises its option pursuant to Paragraph 5(b) not to
have the Term automatically extended, or if an Event of Default occurs and is
continuing, then Landlord shall have the right during the remainder of the Term
then in effect and, in any event, Landlord shall have the right during the last
year of the Term, to (i) advertise the availability of the Leased Premises for
sale or reletting and to erect upon the Leased Premises signs indicating such
availability and (ii) show the Leased Premises to prospective purchasers or
tenants or their agents subject to the conditions in Paragraph 4(b) at such
reasonable times as Landlord may select.

      6.    Basic Rent. Tenant shall pay to Landlord, as annual rent ('Basic
Rent") for the Leased Premises during the Term, the amounts determined in
accordance with Exhibits "D" hereto. Basic Rent is payable quarterly in advance
on the twenty-fifth (25th) day of each September, December, March and June
during the Term for the next three (3) calendar months as set forth in said
Exhibit "D". The date that each payment of Basic Rent is due is hereinafter
referred to as a "Basic Rent Payment Date". Basic Rent for the period from the
Commencement Date to and including September 30, 2004 was paid on the
Commencement Date and quarterly payments of Basic Rent have been made through
March 31, 2005. Each such rental payment shall be made (a) at Landlord's sole
discretion, to Landlord at its address set forth above and/or to such one or
more other Persons, at such addresses and in such proportions as Landlord may
direct by ten (10) Business Days' prior written notice to Tenant (in which event
Tenant shall give Landlord notice of each such payment concurrent with the
making thereof), and (b) at Tenant's option, by a check hand delivered at least
two (2) Business Days before or mailed at least five (5) Business Days before
the applicable Basic Rent Payment Date, or on the applicable Basic Rent Payment
Date by wire transfer of Federal Funds to an account designated by Landlord in
writing. Pro rata Basic Rent for the period from the date hereof through the
last day of the month hereof shall be paid on the date hereof.

      7.    Additional Rent.

            (a) Tenant shall pay and discharge, as additional rent
(collectively, "Additional Rent"):

                  (i) Except for Landlord's Expenses or as otherwise
specifically provided herein, all coats and expenses of Tenant, Landlord and
any other Persons specifically referenced herein which are incurred in
connection or associated with (A) the ownership, use, non-use, occupancy,
possession, operation, condition, design, construction,

                                      -11-
<PAGE>

maintenance, alteration, repair or restoration of any of the Leased Premises,
(B) the performance of any of Tenant's obligations under this Lease, (C) any
sale or other transfer of any of the Leased Premises to Tenant under this
Lease, (D) the prosecution, defense or settlement of any litigation involving or
arising from any of the Leased Premises, this Lease, or the sale of the Leased
Premises to Landlord unless such litigation arises as a result of the gross
negligence or willful misconduct of Landlord, (E) the exercise or enforcement
by Landlord, its successors and assigns, of any of its rights under this Lease
during the pendency of an Event of Default, (F) any amendment to or modification
or termination of this Lease, made at the request of Tenant, (G) Costs of
Landlord's counsel incurred in connection with any act undertaken by Landlord
(or its counsel) at the request of Tenant, or incurred in connection with any
act of Landlord performed on behalf of Tenant or incurred in connection with the
review of Post-Closing Obligations, (H) an administrative fee of $10,000 payable
to Landlord in connection with any Exchange and (I) any other items specifically
required to be paid by Tenant under this Lease:

                  (ii) after the date that is seven (7) days after all or any
portion of any installment of Basic Rent is due and not paid, a late charge in
an amount equal to three percent (3%) of the amount of such unpaid installment
or portion thereof, as liquidated damages in order to compensate Landlord for a
portion of the costs and expenses related to handling such late payment, the
amounts of which are difficult or impossible to measure;

                  (iii) in addition to the amounts payable under clauses
7(a)(ii) and (iv) a sum equal to any additional sums (including any late charge
payable on the portion of Basic Rent equal to installments of principal and
interest on the then outstanding Loan, default penalties, interest and fees of
Lender's counsel) which are payable by Landlord to any Lender under any Note by
reason of Tenant's late payment or non-payment of Basic Rent or by reason of an
Event of provided, however, that Tenant shall receive as a credit against any
late charge or default interest payable on the then outstanding Loan an amount
equal to the product of (x) the sum of the late charge paid pursuant to
Paragraph 7(a)(ii)and the amount of the default interest paid pursuant to
Paragraph 7(a)(iv) and (y) the ratio of the amount of the Loan to the
Acquisition Cost; and

                  (iv) interest at the rate (the "Default Rate") of three
percent (3%) over the Prime Rate per annum on the following sums until paid in
full (A) all overdue installments of Basic Rent from the date that is (5)
Business Days after the respective due dates thereof, (B) all overdue amounts of
Additional Rent relating to obligations which Landlord shall have paid on
behalf of Tenant and delivered notice to Tenant, and (C) all other overdue
amounts of Additional Rent, from the date that is ten (10) Business Days after
the date upon which Landlord shall have notified Tenant in writing of such
overdue amount.

            (b) Tenant shall pay and discharge (i) any Additional Rent referred
to in Paragraph 7(a)(i) when the same shall become due, provided that amounts
which are billed to Landlord or any third party, but not to Tenant, shall be
paid within ten (10) Business Days after Landlord's written request for payment
thereof, and (ii) any other Additional Rent, within ten (10) Business Days after
Landlord's written request for payment thereof.

            (c) In no event shall amounts payable under Paragraph 7(a)(ii),(iii)
and (iv) or elsewhere in this Lease exceed the maximum amount permitted by
applicable Law.

      8.    Net Lease; Non-Terminability.

            (a) This is a net lease and all Monetary Obligations shall be paid
without notice or demand (except as expressly set forth herein) and without
set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction or defense (collectively, a "Set-Off").

                                      -12-
<PAGE>

            (b) Except as expressly set forth in this Lease, this Lease and the
rights of Landlord and the obligations of Tenant hereunder shall not be affected
by any event or for any reason or cause whatsoever foreseen or unforeseen.

            (c) The obligations of Tenant hereunder shall be separate and
independent covenants and agreements, all Monetary Obligations shall continue
to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal
thereto), and the obligations of Tenant hereunder shall continue unaffected
unless the requirement to pay or perform the same shall have been terminated
pursuant to an express provision of this Lease. All Rent payable by Tenant
hereunder shall constitute "rent" for all purposes (including Section 502(b)(6)
of the Federal Bankruptcy Code).

            (d) Except as otherwise expressly provided in this Lease, Tenant
shall have no right and hereby waives all rights which it may have under any Law
(i) to quit, terminate or surrender this Lease or any of the Leased Premises, or
(ii) to any Set-Off of any Monetary Obligations.

9.    Payment of Impositions. Tenant shall, before interest or penalties are due
thereon, pay and discharge all taxes (including real and personal property,
franchise, sales, gross receipts and; rent taxes), all charges for any easement
or agreement maintained for the benefit of any of the Leased Premises, all
assessments and levies, all permit, inspection and license fees, all rents and
charges for water, sewer, utility and communication services relating to any of
the Leased Premises, all ground rents and all other public charges whether of a
like or different nature, even if unforeseen or extraordinary, imposed upon or
assessed against (i) Tenant,(ii) Tenant's leasehold interest in the Leased
Premises, (iii) any of the Leased Premises, (iv) Landlord as a result of or
arising in respect of the acquisition, ownership, occupancy, leasing, use,
possession of any of the leased Premises or the sale of any of the Leased
Premises or any part thereof to Tenant or its designee or any activity conducted
on any of the Leased Premises, or imputed to or payable by Landlord as the
result of its ownership of the Leased Premises or the Rent, or (v) any Lender by
reason of any Note, Mortgage Assignment or other document evidencing or securing
a Loan and which (as to this clause (v)) Tenant has agreed to pay (collectively,
the "Impositions"); provided, that nothing herein shall obligate Tenant to pay
Landlord Expenses. Landlord shall have the right to require Tenant to pay,
together with scheduled installments of Basic Rent, the amount of the gross
receipts or rent tax, if any, payable with respect to the amount of such
installment of Basic Rent. If any Imposition may be paid in installments without
penalty. Tenant shall have the option to pay such Imposition in installments. In
any event, Tenant shall be liable only for those Impositions which accrue or
become due and payable during the Term, and Landlord shall reimburse Tenant as
of the expiration of the Term for any Impositions paid by Tenant that accrue on
account of the period from and after the expiration of the Term. Tenant shall
prepare and file all tax reports required by governmental authorities which
relate to the Impositions. Tenant shall deliver to Landlord (1) copies of all
settlements and notices pertaining to the Impositions which may be issued by any
governmental authority within ten (10) Business Days after Tenant's receipt
tnereof, (2) receipts for payment of all taxes required to be paid by Tenant
hereunder within thirty (30) Business Days after the due date thereof and (3)
receipts for payment of all other Impositions within ten (10) Business Days
after Landlord's request therefor.

      10.   Compliance with laws and Easement Agreements; Environmental Matters.

            (a) Tenant Shall, at its expense, comply with and conform to, and
cause the Leased Premises and any other Person occupying any part of the Leased
Premises to comply with and conform to, all Insurance Requirements and Legal
Requirements (including all applicable Environmental Laws). Tenant shall not at
any time (i) cause, permit or suffer to occur

                                      -13-
<PAGE>

any Environmental Violation or (ii) permit any sublessee, assignee or other
Person occupying the Leased Premises under through Tenant to cause, permit or
suffer to occur any Environmental Violation and, at the request of Landlord or
Lender, Tenant shall promptly remediate or undertake any other appropriate
response action to correct any existing Environmental Violation, however
immaterial, and (iii) without the prior written consent of Landlord and Lender,
permit any drilling or exploration for or extraction, removal, or production of
any minerals from the surface or the subsurface of the Land, regardless of the
depth thereof or the method of mining or extraction thereof. Any and all reports
prepared for or by Landlord with respect to the Leased Premises shall be for the
sole benefit of Landlord and Lender and no other Person shall have the right to
rely on any such reports.

            (b) Tenant, at its sole cost and expense, will at all times promptly
and faithfully abide by, discharge and perform all of the covenants, conditions
and agreements contained in any Easement Agreement on the part of Landlord or
the occupant of the Leased Premises to be kept and performed thereunder. Tenant
will not after, modify, amend or terminate any Easement Agreement, give any
consent or approval thereunder, or enter into any new Easement Agreement, in
each case in any manner that would have an adverse effect on the value of
Landlord's residual interest in the Leased Premises, without the prior written
consent of Landlord which consent shall not be unreasonably withheld or delayed.
Landlord shall not alter, modify, amend or terminate any Easement Agreement,
give any consent or approval thereunder, or enter into any new Easement
Agreement without the prior written consent of Tenant, which may be withheld in
Tenant's a sole discretion, unless such modification or amendment to an existing
Easement Agreement or a new Easement Agreement is necessary in the reasonable
opinion of Landlord for the continued operation of the Leased Premises after the
expiration of this Lease, in which event Tenant's consent shall not be
unreasonably withheld or delayed.

            (c) Upon reasonable prior written notice from Landlord, Tenant shall
permit such person as Landlord may designate ("Site Reviewers") to visit the
Leased Premises at reasonable times and, in each event, accompanied by a
representative designated by Tenant perform environmental site investigations
and assessments ("Site Assessments") on the Leased Premises (i) in connection
with any sale, financing or refinancing of the Leased Premises, (ii) within the
six month period prior to the expiration of the Term, (iii) if reasonably
required by Lender or the terms of any credit facility to which Landlord is
bound, (iv) if an Event of Default exists, or (v) at any other time that, in the
opinion of Landlord or Lender, a reasonable basis exists to believe that an
Environmental Violation exists. Such Site Assessments may include both above and
below the ground testing for Environmental Violations and such other tests as
may be necessary, in the opinion of the Site Reviewers, to conduct the Site
Assessments. Tenant shall supply to the Site Reviewers such historical and
operational information in its possession regarding the Leased Premises as may
be reasonably requested by the Site Reviewers to facilitate the Site
Assessments, and shall make available for meeting with the Site Reviewers
appropriate personnel having knowledge of such matters. The cost of performing
and reporting any Site Assessments (i) reasonably required by the Lender that
makes the initial Loan or (ii) if an Environmental Violation is found to exist
shall be paid by Landlord. The cost of performing and reporting any other Site
Assessments shall be paid by Landlord. All such Site Assessments shall be
conducted in a manner that shall not interfere in any material respect with the
conduct by Tenant of its business in the Leased Premises.

            (d) If an Environmental Violation occurs or is found to exist and,
in Landlord's reasonable judgment, the cost of remediation of, or other response
action with respect to, the same is likely to exceed ten percent (10%) of the
Acquisition Cost for the applicable Related Premises. Tenant shall provide to
Landlord, within ten (10) Business Days after Landlord's request therefor,
adequate assurances that Tenant has the financial resources to effect such
remediation in accordance with applicable Environmental Laws.

                                      -14-
<PAGE>

            (e) Notwithstanding any other provision of this Lease, if an
Environmental Violation occurs or is found to exist at any Related Premises, and
the Term would otherwise terminate or expire, and Landlord after good-faith
efforts to relet such Related Premises through a third-party broker at market
rate is unable to do so solely as a result of such Environmental Violation,
then, at the option of Landlord, the Term shall be automatically extended beyond
the date of termination or expiration with respect to such Related Premises and
this Lease shall remain in full force and effect with respect to such Related
Premises beyond such date until the earlier to occur of (i) the completion of
all remedial action in accordance with applicable Environmental Laws or (ii) the
date specified in a written notice from Landlord to Tenant terminating this
Lease.

            (f) If Tenant fails to commence to correct any Environmental
Violation which occurs or is discovered to exist, within ninety (90) days
following such occurrence or discovery Landlord shall have the right (but no
obligation) to take any and all actions as Landlord shall deem necessary or
advisable in order to cure such Environmental Violation.

            (g) Tenant shall notify Landlord immediately after becoming aware of
any Environmental Violation (or alleged Environmental Violation) or
noncompliance with any of the covenants contained in this Paragraph 10 and shall
forward to Landlord immediately upon receipt thereof copies of all orders,
reports, notices, permits, applications or other communications relating to any
such violation or noncompliance.

            (h) All future leases, subleases or concession agreements relating
to the Leased Premises entered into by Tenant shall contain covenants of the
other party not to at any time (i) cause any Environmental Violation to occur or
(ii) permit any Person occupying the Leased Premises through said subtenant or
concessionaire to cause any Environmental Violation to occur.

      11. Liens: Recording

            (a) Tenant shall not, directly or indirectly, create or permit to be
created or to remain and shall promptly discharge or remove any lien, levy or
encumbrance on Landlord's fee interest in any of the Leased Premises or on any
Rent or any other sums payable by Tenant under this Lease, other than any
Mortgage or Assignment, the Permitted Encumbrances and any mortgage, lien,
encumbrance or other charge created by or resulting solely from any act Or
omission Of Landlord. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE
FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR
TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER
TENANT, AND THAT NO MECHANICS' OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR
MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF
THE LEASED PREMISES.

            (b) Landlord and Tenant shall execute, deliver and record, file or
register (collectively, "record") all such instruments as may be required or
permitted by any present or future Law in order to evidence the respective
interests of Landlord and Tenant in the Leased Premises, and shall cause a
memorandum of this Lease (or, if such a memorandum cannot be recorded, this
Lease), and any supplement hereto or thereto, to be recorded in such manner and
in such places as may be required or permitted by any present or future Law in
order to protect the validity and priority of this Lease.

                                -15-

<PAGE>

      12. Maintenance and Repair.

            (a) Subject to Tenant's rights to make Alterations in accordance
with paragraph 13, Tenant shall at all times maintain each Related Premises and,
to the extent that Landlord or Tenant have any obligations, the Adjoining
Property in as good repair and condition as they are in on the date hereof, fit
to be used as a manufacturing and/or distribution facility (or as otherwise
permitted under the Section 4 of this Lease, in safe condition and in compliance
with applicable Laws and, in the case of the Equipment, in as good mechanical
condition as it was on the later of the date hereof or the date of its
installation, except in each instance for ordinary wear and tear. Tenant shall
promptly make all Alterations of every kind and nature, whether foreseen or
unforeseen, which may be required to comply with the foregoing requirements of
this Paragraph 12(a). Landlord shall not be required to make any Alteration,
whether foreseen or unforeseen, or to maintain any of the Related Premises or
Adjoining Property in any way, and Tenant hereby expressly waives any right
which may be provided for in any Law now or hereafter in effect to make
Alterations at the expense of Landlord or to require Landlord to make
Alterations. Any Alteration made by Tenant pursuant to this Paragraph 12 shall
be made in conformity with the provisions of Paragraph 13.

            (b) If any Improvement hereafter constructed shall (i) encroach upon
any setback or any property, street or right-of-way adjoining any Related
Premises, (ii) violate the provisions of any restrictive covenant affecting any
Related Premises, (iii) hinder or obstruct any easement or right-of-way to which
any of any Related Premises is subject or (iv) impair the rights of others in,
to or under any of the foregoing. Tenant shall, promptly after receiving notice
from an interested party, either (A) obtain from all necessary parties waivers
or settlements of all claims, liabilities and damages resulting from each such
encroachment, violation, hindrance, obstruction or impairment, whether the same
shall affect Landlord, Tenant or both, or (B) take such action as shall be
necessary to remove all such encroachments, hindrances or obstructions and to
end all such violations or impairments, including, if necessary, making
Alterations.

      13. Alterations and, Improvements.

            (a) Tenant shall have the right, without having obtained the prior
written consent of Landlord and Lender, to (i) make non-structural Alterations
to the interior of the Improvements (including, without limitation,
construction, removal or relocation of partition walls, but excluding interior
stairways), without limitation as to amount so long as the primary use of the
Improvements is manufacturing and distribution and to install, remove and/or
relocate Tenant's Equipment, (ii) make any other non-structural Alterations or a
series of related non-structural Alterations that, as to any such other
Alterations or series of related Alterations, do not cost in excess of ten
percent (10%) of the Acquisition Cost of the applicable Related Premises, and
(iii) install Equipment in the Improvements or accessions to the Equipment that,
as to such Equipment or accessions, do not cost in excess of ten percent (10%)
of the Acquisition Cost of the applicable Related Premises, so long as at the
time of construction of installation of any such Equipment, Alterations or
expansion no Event of Default exists and the value and utility of the applicable
Related Premises is not diminished thereby in any material respect. If Tenant
desires to make any Alterations not permitted above, the prior written approval
of Landlord and Lender shall be required, which shall not be unreasonably
withheld or delayed. Except as provided in this Paragraph 13(a) Tenant shall not
construct upon the Land any additional buildings without having first obtained
the prior written consent of Landlord and Lender, which shall not be
unreasonably withheld or delayed. Landlord shall have the right to require
Tenant to remove and/or restore any Alterations, other than Alterations (w)
required by Law or by this Lease (including Paragraph 12(a)), (x) permitted
pursuant to clause (iv) above or constituting additional buildings constructed
upon the Land with the consent of Landlord and Lender, or (y) with respect to
which Landlord has agreed in writing, as provided below, are not required to be
removed or restored. Tenant shall have the right, with respect to any Alteration
that Tenant

                                      -16-

<PAGE>

would otherwise be required to remove or restore pursuant to the preceding
sentence, to give notice to Landlord describing such Alteration and requesting
that Landlord determine whether or not such Alteration will be required to be
removed or restored at the end of the Term. Within ten (10) Business Days after
receipt of Tenant's notice, Landlord shall give notice to Tenant informing
Tenant whether Landlord will require removal or restoration of such Alteration
at the expiration of the Term; provided, that Landlord shall act reasonably in
determining whether or not to require such restoration or removal.

              (b) If Tenant makes any Alterations pursuant to this Paragraph 13
or as required by Paragraph 12 or 17, whether or not Landlord's consent is
required, then (i) the market value of the applicable Related Premises shall not
be lessened by any such Alterations in any material respect or its usefulness
impaired in any material respect, (ii) all such Alterations shall be performed
by Tenant in a good and workmanlike manner, (iii) all such Alterations shall be
expeditiously completed in compliance with all Legal Requirements, (iv)all such
Alterations shall comply with the Insurance Requirement, (v) if any such
Alterations involve the replacement of Equipment or parts thereto, all
replacement Equipment or parts shall be in good repair and condition and fit for
its intended use and shall have a value and useful life equal to or greater
than the value and useful life of the Equipment being replaced immediately prior
to occurrence of the event which required its replacement (assuming such
replaced Equipment was then in the condition required by this Lease), (vi)
Tenant shall promptly discharge or remove all liens filed against any of the
Leased Premises arising out of such Alterations, (vii) Tenant shall procure and
pay for all permits and licenses required in connection with any such
Alterations, (viii) all such Alterations shall be the property of Landlord and
shall be subject to this Lease, and Tenant shall execute and deliver to Landlord
any document reasonably requested by Landlord evidencing the assignment to
Landlord of all estate, right, title and interest (other than the leasehold
estate created hereby) of Tenant or any other Person thereto or therein, and
(ix) Tenant shall comply, to the extent requested by Landlord or required by
this Lease, with the provisions of Paragraphs 12(a) and the applicable
provisions of Paragraph 19(a), whether or not such Alterations involve
restoration of any of the Leased Premises.

      14. Permitted Contests. Notwithstanding any other provision of this Lease,
Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove
any lien referred to in Paragraph 11 or 13, (c) take any action with respect to
any encroachment, violation, hindrance, obstruction or impairment referred to in
Paragraph 12(b), or (d) comply with any Law or Legal Requirement including
Environmental Laws (such non-compliance with the terms hereof being hereinafter
referred to collectively as "Permitted Violations"), so long as at the time of
such contest no Event of Default exists and so long as Tenant shall contest, in
good faith and in accordance with all applicable Laws, the existence, amount or
validity thereof, the amount of the damages caused thereby, or the extent of its
or Landlord's liability therefor by appropriate proceedings which shall operate
during the pendency thereof to prevent or stay (i) the collection from, or other
realization upon any Related Premises or the Rent as a result of, the Permitted
Violation so contested, (ii) the imminent sale, forfeiture or loss of any of the
Leased Premises or any Rent to satisfy or to pay any damages caused by any
Permitted Violation, (iii) any interference with the payment of any Rent, or
(iv) the cancellation of any insurance policy affecting any of the Leased
Premises or a statement by the carrier that coverage will be denied. Tenant
shall provide Landlord security which is satisfactory, in Landlord's reasonable
judgment, to assure that such Permitted Violation is corrected, including all
Costs, interest and penalties that may be incurred or become due in connection
therewith. While any proceedings which comply with the requirements of this
Paragraph 14 are pending and the required security is held by Landlord, Landlord
shall not have the right to correct any Permitted Violation thereby being
contested unless Landlord is required by law to correct such Permitted Violation
and Tenant's contest does not prevent or stay such requirement as to Landlord.
Each such contest shall be promptly and diligently prosecuted by Tenant to a
final conclusion, except that Tenant, so long as the conditions of this
Paragraph 14 are at all times complied with, has the right to attempt to

                                      -17-

<PAGE>

settle or compromise such contest through negotiations. Tenant shall pay any and
all losses, judgments, decrees and Costs in connection with any such contest and
shall, promptly after the final determination of such contest, fully pay and
discharge the amounts which shall be levied, assessed, charged or imposed or be
determined to be payable therein or in connection therewith, together with all
penalties, fines, interest and Costs thereof or in connection therewith, and
perform all acts the performance of which shall be ordered or decreed as a
result thereof. No such contest shall subject Landlord to the risk of any
criminal liability or, unless paid by Tenant, civil liability.

      15. Indemnification.

            (a) Tenant shall pay, protect, indemnify, defend, save and hold
harmless Landlord, Lender and all other Persons described in Paragraph 30 (each
an "Indemnitee") from and against any and all liabilities, losses, damages
(including punitive damages), penalties, Costs (including reasonable attorneys'
fees and costs), causes of action, suits, claims, demands or judgments of any
nature whatsoever, howsoever caused, without regard to the form of action and
whether based on strict liability, negligence or any other theory of recovery at
law or in equity (but excluding Landlord Expenses and any matter caused by the
gross negligence Or willful misconduct of the Indemnitee seeking indemnification
or an agent of such Indemnitee) arising from (i) any matter pertaining to the
acquisition (or the negotiations leading thereto) ownership, use, non-use,
occupancy, operation, condition, design, construction, maintenance, repair or
restoration of any of the Leased Premises or, to the extent that Landlord or
Tenant has any obligations thereto, the Adjoining Property, or any liability
imputed to such party as the result of Landlord's ownership of the Leased
Premises, (ii) any casualty in any manner arising from any of the Leased
Premises or Adjoining Property, whether or not Indemnitee has or should have
knowledge or notice of any defect or condition causing or contributing to said
casualty, (iii) any violation by Tenant of any provision of this Lease, any
contract or agreement to which Tenant is a party, any Legal Requirement or any
Permitted Encumbrance or any encumbrance Tenant consented to (other than the
Mortgage or the Assignment) or (iv) any alleged, threatened or actual
Environmental Violation (unless caused by the Indemnitee seeking indemnification
or an agent of such Indemnitee), including (A) liability for response costs and
for costs of removal and remedial action incurred by the United States
Government, any state or local governmental unit or any other Person, or damages
from injury to or destruction or loss of natural resources, including the
reasonable costs of assessing such injury, destruction or loss, incurred
pursuant to Section 107 of CERCLA, or any successor section or act or provision
of any similar state or local Law, (B) liability for costs and expenses of
abatement, correction or clean-up, fines, damages, response costs or penalties
which arise from the provisions of any of the other Environmental Laws and (C)
liability for personal injury or property damage arising under any statutory or
common-law tort theory, including damages assessed for the maintenance of a
public or private nuisance or for carrying on of a dangerous activity.

            (b) In case any action or proceeding is brought against any
Indemnitee by reason of any such claim, (i) Tenant may, except in the event of a
conflict of interest or a dispute between Tenant and any such Indemnitee (a
"Conflict") or during the continuance of an Event of Default, retain its own
counsel and defend such action (it being understood that Landlord may employ
counsel of its choice to monitor the defense of any such action, the cost of
which shall be paid by Landlord except in the case of a Conflict) and (ii) such
Indemnitee shall notify Tenant to resist or defend such action or proceeding by
retaining counsel reasonably satisfactory to such Indemnitee, and such
Indemnitee will cooperate and assist in the defense of such action or proceeding
if reasonably requested so to do by Tenant. In the event of a Conflict Or
during the continuance of an Event of Default, Landlord shall have the right to
select counsel, and the cost of such counsel shall be paid by Tenant.

                                      -18-

<PAGE>

            (c) The obligations of Tenant under this Paragraph 15 shall survive
any termination, expiration or rejection in bankruptcy of this Lease with
respect to any matter than occurred or existed prior to such termination,
expiration or rejection.

      16. Insurance.

            (a) Tenant shall maintain the following insurance on or in
connection with the Leased Premises:

                  (i) Insurance against all risk of physical loss Or damage to
the Improvements and Equipment as provided under "Special Causes of Loss" form
coverage, and including customarily excluded perils of hail, windstorm, flood
coverage, earthquake and, to the extent required by Lender, terrorism insurance
in amounts not less than the actual replacement cost of the Improvements and
Equipment; provided that, if Tenant's insurance company is unable or unwilling
to include any of all or such excluded perils, Tenant shall have the, option of
purchasing coverage against such perils from another insurer on a "Difference in
Conditions" form or through a stand-alone policy. Such policies shall contain
Replacement Cost and Agreed Amount Endorsements and "Law and Ordinance" coverage
(at full replacement cost). Such policies and endorsements shall contain
deductibles not more than $100,000 per occurance.

                  (ii) Commercial General Liability Insurance (including but not
limited to Incidental Medical Malpractice and Host Liquor Liability) and
Business Automobile Liability Insurance (including Non-Owned and Hired
Automobile Liability) against claims for personal and bodily injury, death or
property damage occurring on, in or as a result of the use of any of the Leased
Premises, in an amount not Less than $15,000,000 per occurrence/annual aggregate
on a claims occurrence basis and all other coverage extensions that are usual
and customary for properties of this size and type provided, however, that the
Landlord shall have the right to require such higher limits as may be reasonable
and customary for properties of this size and type.

                  (iii) Workers' compensation insurance covering all persons
employed by Tenant in connection with any work done on or about any of the
leased Premises for which claims for death, disease or bodily injury may be
asserted against Landlord, Tenant or any of the Leased Premises or, in lieu of
such workers' Compensation Insurance, a program of self-insurance complying with
the rules, regulations and requirements of the appropriate agency of the State.

                  (iv) Comprehensive Boiler and Machinery Insurance on any of
the Equipment or any other equipment on or in the Leased Premises, in an amount
not less than $5,000,000 per accident for damage to property. Either such Boiler
and Machinery policy or the All-Risk policy required in (i) above may contain a
deductible not to exceed $100,000 and shall include at least $3,000,000 per
incidence for Off-Premises Service Interruption, and at least $100,000 per
incidence for Expediting Expenses, Ammonia Contamination and Hazardous Materials
Clean-Up Expense.

                  (v) Business Income/Extra Expense Insurance at limits
sufficient to cover 100% of the period of indemnity not less than one year From
time of loss plus a six month extended period of indemnity. Such insurance shall
name Landlord as loss payee solely with inspect to Rent payable to or for the
benefit of Landlord as its interest appears under this lease.

                  (vi) During any period in which substantial Alterations at any
Related Premises are being undertaken, builder's risk insurance covering the
total completed value including any "soft costs" with respect to the
Improvements being altered or repaired (on a

                                      -19-

<PAGE>

completed value, non-reporting basis), replacement cost of work performed and
equipment, supplies and materials furnished in connection with such construction
or repair of Improvements or Equipment, together with such "soft cost"
endorsements and such other endorsements as Landlord may reasonably require and
general liability, worker's compensation and automobile liability insurance with
respect to the Improvements being constructed, altered or repaired.

                  (vii) Such other insurance (or other terms with respect to any
insurance required pursuant to this Paragraph 16, including without limitation
amounts of coverage, deductibles, form of mortgagee clause) on or in connection
with any of the Leased Premises as Landlord or Lender may reasonably require,
which at the time is usual and commonly obtained in connection with properties
similar in type of building, size, use and to the Leased Premises.

              (b) The insurance required by Paragraph 16(a) shall be written, by
companies which have a Best's rating of A:X or above and a claims paying ability
rating of A or better by S&P or equivalent rating agency approved by Landlord
and Lender and are admitted in, and approved to write insurance policies by, the
State Insurance Department for the State. Notwithstanding the foregoing,
Landlord and Lender shall, with respect to the insurance, required pursuant to
Paragraph 16(a)(i), accept policies written by Factory Mutual Insurance Company
("F.M. Global") during any period while F.M. Global does not have an A or better
S&P claims paying ability rating so long as F.M. Global has a Best's rating of
A:X or above. The insurance policies (i) shall be for such terms as Landlord may
reasonably approve and (ii) shall be in amounts sufficient at all times to
satisfy any coinsurance requirements thereof. The insurance referred to in
Paragraphs 16(a)(i), 16(a)(iv) and 16(a)(vi) shall name Landlord as Owner and
Lender as loss payee, as its interest may appear, and Tenant as its interest may
appear. The insurance referred to in Paragraph 16(a)(ii) shall name Landlord and
Lender as additional insureds, and the insurance referred to in Paragraph
16(a)(v) shall name Landlord as insured and Lender and Landlord as loss payees,
as their respective interests may appear. If said insurance or any part thereof
shall empire, be withdrawn, become void, voidable, unreliable or unsafe for any
reason, including a breach of any condition thereof by Tenant or the failure or
impairment of the capital of any insurer, or if for any other reason whatsoever
said insurance shall become reasonably unsatisfactory to Landlord, Tenant shall
immediately obtain new or additional insurance reasonably satisfactory to
Landlord.

            (c) Each insurance policy referred to in clauses (i), (iv), (v) and
(vi) of Paragraph 16(a) shall contain standard non-contributory mortgagee
clauses in favor of and acceptable to Lender. Each policy required by any
provision of Paragraph 16(a), except clause (iii) thereof, shall provide that
it may not be cancelled, substantially modified or allowed to lapse on any
renewal date except after thirty (30) days' prior notice to Landlord and Lender.
Each such policy shall also provide that any loss otherwise payable thereunder
shall be payable notwithstanding (i) any act or omission of Landlord or Tenant
which might, absent such provision result in a forfeiture of all or a part of
such insurance payment, (ii) the occupation or use of any of the Leased Premises
for purposes more hazardous than those permitted by the provisions of such
policy, (iii) any foreclosure or other action or proceeding taken by Lender
pursuant to any provision of the Mortgage, Note, Assignment or other document
evidencing or securing the Loan upon the happening of an event of default
therein or (iv) any change in title to or ownership of any of the Leased
Premises.

            (d) Tenant shall pay as they become due all premiums for the
insurance required by Paragraph 16(a), shall renew or replace each policy and
deliver to Landlord evidence of the payment of the full premium therefor or
installment then due at least thirty (30) days prior to the expiration date of
such policy, and shall promptly deliver to Landlord all original certificates of
insurance or, if required by Lender, original or certified policies.

                                      -20-

<PAGE>

            (e) Anything in this Paragraph 16 to the contrary notwithstanding,
any insurance which Tenant is required to obtain pursuant to Paragraph l6(a) may
be carried under a "blanket" or umbrella policy or policies covering other
properties or liabilities of Tenant, provided that such "blanket" or umbrella
policy or policies otherwise comply with the provisions of this Paragraph 16 and
provided Further that Tenant shall provide to Landlord a Statement of Values
which shall be reviewed annually and amended as necessary based on Replacement
Cost Valuations. The original or a certified copy of each such "blanket" or
umbrella policy shall promptly be delivered to Landlord.

            (f) Tenant shall promptly comply with and conform to (i) all
provisions of each insurance policy required by this Paragraph 16 and (ii) all
requirements of the insurers thereunder applicable to Landlord Tenant or any of
the Leased Premises or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration or repair of any of the Leased Premises,
even if such compliance necessitates Alterations or results in interference
with the use or enjoyment of any of the Leased Premises.

            (g) Tenant shall not carry separate insurance concurrent in form or
contributing in the event of a Casualty with that required in this Paragraph 16
unless (i) Landlord and Lender are included therein as named insureds, with loss
payable as provided herein, and (ii) such separate insurance complies with the
other provisions of this Paragraph 16. Tenant shall immediately notify Landlord
of such separate insurance and shall deliver to Landlord the original policies
or certified copies thereof.

            (h) All policies shall contain effective waivers by the carrier
against all claims for insurance premiums against Landlord and shall contain
full waivers of subrogation against the Landlord.

            (i) All proceeds of any insurance required under Paragraph 16(a)
shall be payable as follows:

                  (i) Proceeds payable under clauses (ii), (iii) and (iv) of
Paragraph 16(a) and proceeds attributable to the general liability coverage of
Builder's Risk insurance under clause (vi) of Paragraph 16(a) shall be payable
to the Person entitled to receive such proceeds.

                  (ii) Proceeds of insurance required under clause (i) of
Paragraph 16(a) and proceeds attributable to Builder's Risk insurance (other
than its general liability coverage provisions) under clause (vi) of Paragraph
16(a) shall be payable to Landlord or Lender and applied as set forth in
Paragraph 17 or, if applicable, Paragraph 18. Tenant shall apply the Net Award
to restoration of the applicable Related Premises in accordance with the
applicable provisions of this Lease unless a Termination Event shall have
occurred and Tenant has given a Termination Notice.

      17. Casualty and Condemnation.

            (a) if any Casualty to any Related Premises occurs the insurance
proceeds of which are reasonably likely to be in excess of One Hundred Thousand
Dollars ($100,000), Tenant shall give Landlord and Lender immediate notice
thereof. So long as no Event of Default then exists Tenant is hereby authorized
to adjust, collect and compromise all claims under any of the insurance policies
required by Paragraph 16(a) (except public liability insurance claims payable to
a Person other than Tenant, Landlord or Lender) and to execute and deliver on
behalf of Landlord all necessary proofs of loss, receipts, vouchers and
releases required by the insurers and Landlord shall have the right to join with
Tenant therein. Any final adjustment, settlement or compromise of any such claim
in excess of $250,000 shall be subject

                                      -21-

<PAGE>

to the prior written approval of Landlord, which approval shall not be
unreasonably withheld or delayed, and Landlord shall have the right to require
Tenant to prosecute or contest any such claim, adjustment, settlement or
compromise. If an Event of Default then exists, (i) Tenant shall not be entitled
to adjust, collect or compromise any such claim or to participate with Landlord
in any adjustment, collection and compromise of the Net Award payable in
connection with a Casualty, (ii) Tenant agrees to sign, upon the request of
Landlord, all such proofs of loss, receipts, vouchers and releases, (iii) each
insurer is hereby authorized and directed to make payment under said policies,
including return of unearned premiums, directly to Landlord or, if required by
the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant
hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to
endorse any draft therefor. The rights of Landlord under this Paragraph 17(a)
shall be extended to Lender if and to the extent that any Mortgage so provides.

            (b) Tenant, immediately upon receiving a Condemnation Notice, shall
notify Landlord and Lender thereof. So long as no Event of Default exists,
Tenant is authorized to collect, settle and compromise the amount of any Net
Award and Landlord shall have the right to join with Tenant herein. If an Event
of Default exists, Landlord shall be authorized to collect, settle and
compromise the amount of any Net Award and Tenant shall not be entitled to
participate with Landlord in any Condemnation proceeding or negotiations under
threat thereof or to contest the Condemnation or the amount of the Net Award
therefor. No agreement with any condemnor in settlement or under threat of any
Condemnation shall be made by Landlord or Tenant without the written consent of
the other party, not to be unreasonably withheld or delayed. Upon receipt, any
Net Award shall be distributed first, to Landlord, up to an amount equal to the
sum of the Acquisition Cost for the applicable Related Premises and the
applicable Prepayment Premium which Landlord will be required to pay in
prepaying any Loan with the proceeds of the Net Award, then to Tenant up to an
amount equal to the value of Tenant's leasehold estate hereunder and the value
of any expansion or addition or any additional buildings constructed by Tenant
during the Term, and, any balance of such Net Award to Landlord. Moreover,
nothing in this Lease (i) shall impair Tenant's right to any award or payment
on account of Tenant's trade fixtures, equipment or other tangible property
which is not part of the Equipment, moving expenses or loss of business, if
available, to the extent that and so long as (A) Tenant shall have the right to
make, and does make, a separate claim therefor against the condemnor and (B)
such claim does not in any way reduce the amount of the Net Award or, if Tenant
gives a Termination Notice to Landlord, affect the obligations of Tenant under
Paragraph 18 hereof to pay the Termination Amount. The rights of Landlord under
this Paragraph 17(b) shall also be extended to Lender if and to the extent that
any Mortgage so provides.

            (c) If any Casualty (whether or not insured against) or Partial
Condemnation shall occur to any Related Premises, this Lease shall continue,
notwithstanding such event, and there shall be no abatement or reduction of any
Monetary Obligations, except as provided in Paragraph 19(c). Promptly after such
Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall
commence and diligently continue to restore such Related Premises as nearly as
possible to their value, condition and character immediately prior to such event
(assuming the Leased Premises to have been in condition required by this Lease)
So long as no Event of Default exists, any Net Award up to and including
$250,000 shall be paid by Landlord to Tenant and Tenant shall restore the Leased
Premises in accordance with the requirements of Paragraph 13(b) of this Lease.
Any Net Award in excess of $250,000 shall (unless such Condemnation resulting in
the Net Award is a Termination Event) be made available by Landlord (or Lender,
if required by the terms of any Mortgage) to Tenant for the restoration of any
of the Leased Premises pursuant to and in accordance with the provisions of
Paragraph 19 hereof and any balance shall be refunded to Landlord. If any
Condemnation which is not a Partial Condemnation shall occur, Tenant shall
comply with the terms and conditions of Paragraph 18.

                                      -22-

<PAGE>

      18. Termination Events.

            (a) If either (i) an entire Related Premises shall be taken by a
Condemnation or (ii) any substantial portion of any Related Premises shall be
taken by a Condemnation and, in the case of clause (ii), Tenant certifies and
covenants to Landlord that it will be unable to continue to conduct its business
in such Related Premises and that it will forever abandon operations at the
Related Premises (any Related Premises described In the above clauses (i), (ii)
and (iii) being hereinafter referred to as the "Affected Premises" and each of
the events described in the above clauses (i) and (ii) shall hereinafter be
referred to as a "Termination Event") then Tenant shall have the option, within
sixty (60) days after Tenant receives a Condemnation Notice to give to Landlord
written notice in the form described in Paragraph 18(b) of the Tenant's election
to terminate this Lease as to the Affected Premises (a "Termination Notice"). If
Tenant elects under clause (ii) above not to give Landlord a Termination Notice,
then Tenant shall rebuild or repair the Affected Premises in accordance with
Paragraphs 17 and 19.

            (b) A Termination Notice shall contain (i) notice of Tenant's
intention to terminate this Lease as to the Affected Premises on the first Basic
Rent Payment Date which occurs at least sixty (60) days after the date of the
Termination Notice (the "Termination Date") (ii) if the Termination Event is an
event described in Paragraph 18(a)(ii), the certification and covenants
described therein and a certified resolution of the Board of Directors of Tenant
authorizing the same.

            (c) This Lease shall terminate as to the Affected Premises on the
Termination Date; provided that, if Tenant has not satisfied all Monetary
Obligations and all other obligations and liabilities under this Lease which
have arisen as to the Affected Premises on or prior to the Termination Date
(collectively, "Remaining Obligations") on the Termination Date, then Landlord
may, at its option, extend the date on which this Lease may terminate to a date
which is no later than the first Basic Rent Payment Date after the Termination
Date on which Tenant has satisfied all Remaining Obligations. Upon such
termination (i) all obligations of Tenant hereunder as to the Affected Premises
shall terminate except for any Surviving Obligations, (ii) Tenant shall
immediately vacate and shall have no further right, title or interest in or to
the Affected Premises and (iii) the portion of any Net Award payable to Landlord
in the event of a Condemnation shall be retained by Landlord. Notwithstanding
anything to the contrary hereinabove contained, if on the Termination Date
Landlord shall not have received the full amount of the Net Award payable to
Landlord by reason of the applicable Termination Event, then the date on which
this Lease is to terminate with respect to the Affected Premises shall be
automatically extended to the first Basic Rent Payment Date after the receipt by
Landlord of the full amount of the Net Award payable to Landlord provided that,
if Tenant has not satisfied all Remaining Obligations on such date, then
Landlord may, at its option, extend the date on which this Lease may terminate
as to the Affected Premises to a date which is no later than the first Basic
Rent Payment Date after such date on which Tenant has satisfied all such
Remaining Obligations.

            (d) In the event of the termination of this Lease as to the Affected
Premises as hereinabove provided, this Lease shall remain in full force and
effect as to the Remaining Premises; provided, that the Basic Rent for the
Remaining Premises to be paid after such termination shall be the Basic Rent
otherwise payable hereunder with respect to the Leased Premises multiplied by a
percentage equal to the sum of the percentages set forth on Exhibit "F" for the
Remaining Premises.

                                      -23-

<PAGE>

      19. Restoration.

            (a) So long as no Event of Default has occurred and is continuing
any Net Award up to the amount of Two Hundred Fifty Thousand Dollars $250,000
shall be paid by Landlord to Tenant and applied by Tenant to restoration of the
Leased Premises in accordance with this Lease. Landlord (or Lender if required
by any Mortgage) shall hold any Net Award in excess of Two Hundred Fifty
Thousand Dollars ($250,000) in a fund (the "Restoration Fund" and disburse
amounts from the Restoration Fund only in accordance with the following
conditions:

                  (i) prior to commencement of restoration, (A) the architects,
contracts, contractors, plans and specifications for the restoration shall have
been reasonably approved by Landlord, and (B) Landlord and Lender shall be
provided with mechanics' lien insurance (if available) and reasonably
acceptable performance and payment bonds which insure satisfactory completion of
and payment for the restoration, are in an amount and form and have a surety
acceptable to Landlord, and name Landlord and Lender as additional dual
obligees;

                  (ii) at the time of any disbursement, no Event of Default
shall exist and no mechanics' or materialmen's liens shall have been filed
against any of the Leased Premises and remain undischarged unless the same are
being contested pursuant to the terms of Paragraph 14 hereof;

                  (iii) disbursements shall be made from time to time in an
amount not exceeding the amount due on the work completed up until the time of
such disbursement together with any soft costs related thereto, upon receipt of
(A) satisfactory evidence, including architects' certificates, of the stage of
completion, the estimated total cost of completion and performance of the work
to date in a good and workmanlike manner in accordance with the contract, plans
and specifications, (B) waivers of liens, (C) contractors' and subcontractors'
sworn statements as to completed work and the cost thereof far which payment is
requested, (D) a satisfactory bringdown of title insurance and (E) other
evidence of cost and payment so that Landlord can verify that the amounts
disbursed from time to time are represented by work that is completed, in place
and free and clear of mechanics' and materialmen's lien claims and related soft
costs;

                  (iv) each request for disbursement shall be accompanied by a
certificate of Tenant, signed by a duly authorized officer of Tenant, describing
the work for which payment is requested, stating the cost incurred in connection
therewith, stating that Tenant has not previously received payment for such work
and, upon completion of the work, also stating that the work has been fully
completed and complies with the applicable requirements of this Lease;

                  (v) Landlord may retain ten percent (10%) of the Restoration
Fund, which shall be released on a contract-by-contract basis as the restoration
is completed;

                  (vi) if the Restoration Fund is held by Landlord, the
Restoration Fund shall not be commingled with Landlord's other funds and shall
be invested in an interest-bearing investment permitted pursuant to the Loan,
and the interest therefrom shall become part of the Restoration Fund; and

                  (vii) such other reasonable conditions as Landlord or Lender
may impose.

            (b) Prior to commencement of restoration and at any time during
restoration, if the estimated cost of completing the restoration work free and
clear of all liens, as

                                      -24-

<PAGE>

reasonably determined by Landlord, exceeds the amount of the Net Award available
for such restoration, the amount of such excess shall, upon demand by Landlord,
be paid by Tenant to Landlord to be added to the Restoration Fund. Any sum so
added by Tenant which remains in the Restoration Fund upon completion of
restoration shall be refunded to Tenant. For purposes of determining the source
of funds with respect to the disposition of funds remaining after the completion
of restoration, the Net Award shall be deemed to be disbursed prior to any
amount added by Tenant.

            (c) If any sum remains in the Restoration Fund after completion of
the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum
shall be retained by Landlord or, if required by a Note Or Mortgage, paid by
Landlord to a Lender.

      20. INTENTIONALLY OMITTED.

      21. Assignment and Subletting; Waiver of Landlord's Liens.

            (a)   (i) Tenant shall have the right, upon thirty (30) days prior
written notice to Landlord and Lender, with no consent of Landlord or Lender
being required or necessary ("Preapproved Assignment") to assign this Lease by
operation of law or otherwise to any Person ("Preapproved Assignee") that (A)
immediately following such assignment and having given effect thereto will have
a publicly traded unsecured senior debt rating of "Bal" or better from Moody's
or a rating of "BB+" or better from S&P (and in the event both of such rating
agencies cease to furnish such ratings, then a comparable rating by any rating
agency reasonably acceptable to Landlord and Lender) or (B) is and shall
continue to be for the balance of the Term to be a wholly-owned subsidiary of
any Tenant.

                    (ii) If Tenant desires to assign this Leas, whether by
operation of law or otherwise, to a Person ("Non-Preapproved Assignee") who
would not be a Preapproved Assignee ("Non-Preapproved Assignment") then Tenant
shall, not less than thirty (30) days prior to the date on which it desires to
make a Non-Preapproved Assignment submit to Landlord and Lender financial and
background information and other information reasonably required by Landlord and
Lender with respect to the Non-Preapproved Assignee (collectively, the "Review
Criteria"). Landlord and Lender shall review such information and shall approve
or disapprove the Non-Preapproved Assignee, which approval shall not be
unreasanably withheld or delayed, no later than the tenth (10th) Business Day
following receipt of all such information, and Landlord and Lender shall be
deemed to have acted reasonably in granting or withholding consent if such grant
or disapproval is based on their review of the Review Criteria applying prudent
business judgment, taking into account the value of the Leased Premises and the
creditworthiness of Tenant and the proposed assignee, in both cases on a
proforma basis after such assignment and having given effect thereto. In the
event that Landlord and/or Lender shall have not responded to Tenant's request
for approval within such ten (10) Business Day period, Tenant may deliver to
Landlord a second written request for approval and Landlord will be deemed to
have consented to such assignment if it does not notify Tenant that it is
withholding its consent within ten (10) Business Days after its receipt of the
second written request.

            (b) Tenant shall have the right, upon thirty (30) days prior written
notice to Landlord and Lender, and with no consent or approval of Landlord or
Lender being required or necessary, to enter into (i) one or more subleases for
all or any portion of any three, but not more than three (3) Related Premises,
or (ii) one or more subleases for all or any portion of one or more on the
Related Premises with any Affiliate (each, a "Preapproved Sublet") or (iii) a
sublease with any Business Unit Purchaser for the applicable Business Unit
Premises (any such sublease a "Business Unit Premises Subleased".
Notwithstanding anything to the contrary herein, (A) if Tenant exercises its
right to enter into any sublease pursuant clause (iii) above, then, the number
of subleases that Tenant shall be entitled to enter into or permit to exist
without

                                      -25-

<PAGE>

the approval of Landlord or Lender pursuant to clause (i) above shall be
automatically reduced to one or more subleases for all or any portion of any one
Related Premises, and (B) if Tenant exercises its right to enter into a sublease
of more than one Related Premises pursuant clause (i) above, then, Tenant shall
have no night to enter into or permit to exist any subleases pursuant to clause
(iii) above without the approval of Landlord or Lender: Other than pursuant to
Preapproved Sublets, at no time during the Term shall any Related Premises be
subject to subleases without the prior written consent of Landlord and, to the
extent required under any Mortgage or other documents with respect to any Loan,
Lender, which consent shall not be unresonably withheld or delayed, and which
shall be granted or withheld based on a review of the Review Criteria as they
relate to the proposed sublessee. Landlord and Lender shall be deemed to have
acted reasonably in granting or withholding consent if such grant or disapproval
is based on their review of the Review Criteria, applying prudent business
judgment, taking into account the value of the Leased Premises and the
creditworthiness of Tenant and the proposed sublessee.

            (c) If Tenant assigns all its rights and interest under this Lease,
the assignee under such assignment shall expressly assume all the obligations of
Tenant hereunder, actual or contingent, including obligation of Tenant which may
have arisen on or prior to the date of such assignment, by a written instrument
delivered to Landlord at the time of such assignment. Each sublease of any of
the Leased Premises shall be subject and subordinate to the provisions of this
Lease. No assignment or sublease shall affect or reduce any of the obligations
of Tenant hereunder, and all such obligations shall continue in full force and
effect as obligations of a principal and not as obligations of a guarantor, as
if no assignment or sublease had been made. No assignment or sublease shall
impose any additional obligations on Landlord under this Lease.

            (d) Notwithstanding any provision in this Paragraph 21 or elsewhere
in this Lease to the contrary, including any right or option Tenant may have to
assign this Lease or sublease all or any portion of the Leased Premises without
Landlord's consent, Tenant shall, upon the request of Landlord, provide and
cause such assignee or sublessee to provide, such information (including,
without limitation, any certification) as to any proposed assignee or sublessee
and its principals as may be required for Landlord and Tenant to comply with
regulations administered by the Office of Foreign Asset Control "OFAC") of the
Department of the Treasury, codified at 31 C.F.R. Part 500 (including those
named on OFAC's Specially Designated and Blocked Persons list) or under any
statute, executive order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism), or other governmental action regarding persons
or entities with whom U.S. persons or entities are restricted from doing
business.

            (e) With respect in any Preapproved Assignment or Preapproved
Sublet, Tenant shall provide to Landlord information reasonably required by
Landlord to establish that any proposed Preapproved Assignment or Preapproved
Sublet satisfies the criteria set forth above.

            (f) Tenant shall, within ten (10) Business Days after the execution
and delivery of any assignment or sublease, deliver a duplicate original copy
thereof to Landlord which, in the event of an assignment, shall be in recordable
form.

            (g) As security for performance of its obligations under this Lease,
Tenant hereby grants, conveys and assigns to Landlord all right, title and
interest of Tenant in and to all subleases now in existence or hereafter entered
into for any or all of the Leased Premises, any and all extensions,
modifications and renewals thereof and all rents, issues and profits therefrom.
Landlord hereby grants to Tenant a license to collect and enjoy all rents and
other sums of money payable under any sublease of any of the Leased Premises,
provided,

                                      -26-

<PAGE>

however, that Landlord shall have the absolute right at any time upon notice to
Tenant and any subtenants to revoke said license and to collect such rent and
sums of money and to retain the same. Tenant shall apply the same to amounts
then due to Landlord hereunder, with any balance paid to Tenant. Tenant shall
not accept any rents more than thirty (30) days in advance of the accrual
thereof.

            (h) Landlord hereby waives (i) any right to distrain trade fixtures,
inventory and other personal property of Tenant and (ii) any Landlord's lien or
similar lien upon Tenant's Equipment, inventory and any other personal property
of Tenant regardless of whether such lien is created by statute or otherwise. At
the request of Tenant, Landlord shall execute a waiver of any Landlord's or
similar lien for the benefit of any holder of a security interest in or lessor
of any of Tenant's Equipment, inventory or any other personal property of Tenant
and shall agree in writing to grant reasonable access to such holder for the
purpose of removing any such property, including without limitation, Tenant's
Equipment. Landlord agrees to acknowledge (in a written form reasonably
satisfactory to Landlord) to such persons and entities at such times and for
such purposes as Tenant may reasonably request that Tenant's Equipment owned by
Tenant and Tenant's property and not part of the Leased Premises (regardless of
whether or to what extent Tenant's Equipment and/or other personal property are
affixed to the Leased Premises) or otherwise subject to the terms of this
Lease.

            (i) Landlord may sell or transfer the Leased Premises at any time
without Tenant's consent to any third party (each a "Third Party Purchaser").
In the event of any such transfer, Tenant shall attorn to any Third Party
Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify
Tenant in writing of such transfer and the Third Party Purchaser expressly
assumes Landlord's obligations under this Lease. At the request of Landlord,
Tenant will execute such documents confirming the agreement referred to above
and such other agreements as Landlord may reasonably request, provided that such
agreements do not increase the liabilities and obligations of Tenant hereunder.

      22. Events of Default.

            (a) The occurrence of any one or more of the following (after
expiration of any applicable cure period as provided in Paragraph 22(b)) shall,
at the sole option of Landlord, constitute an "Event of Default" under this
Lease:

                  (i) a failure by Tenant to make any payment of any Monetary
Obligation, regardless of the reason for such failure;

                  (ii) a failure by Tenant duly to perform and observe, or a
violation or breach of, any other provision hereof not otherwise specifically
mentioned in this Paragraph 22(a);

                  (iii) any representation or warranty made by Tenant herein or
in any certificate, demand or request made pursuant hereto proves to be
incorrect, now or hereafter, in any material respect;

                  (iv) a default beyond any applicable cure period or at
maturity by Tenant in any payment of principal or interest on any obligations
for borrowed money having an original principal balance of $5,000,000 or more in
the aggregate, or in the performance of any other provision contained in any
instrument under which any such obligation is created or secured (including the
breach or any covenant thereunder), (x) if such payment is a payment at maturity
or a final payment unless the lender shall have extended such maturity date in
writing, or (y) if an effect of such default is to cause such obligation to be
accelerated prior to its stated maturity;

                                      -27-
<PAGE>

                  (v) (A) a final, non-appealable, uninsured judgment or
judgments for the payment of money in excess of $30,000,000 in the aggregate
shall be rendered against any Tenant or Guarantor and the same shall remain
undischarged for a period of sixty (60) consecutive days; or

                      (B) any Tenant shall default beyond any applicable cure
period in the payment of rent under, or in the performance of any other material
provision of, any other lease or leases that have, in the aggregate, rental
obligations over the terms thereof of $3,000,000 or more.

                  (vi) any Tenant shall (A) voluntarily be adjudicated a
bankrupt or insolvent, (B) seek or consent to the appointment of a receiver or
trustee for itself or for the Leased Premises, (C) file a petition seeking
relief under the bankruptcy or other similar laws of the United States, any
state or any jurisdiction, (D) make a general assignment for the benefit of its
creditors, or (E) be unable to pay its debts as they mature;

                  (vii) a court shall enter an order, judgment or decree
appointing, without the consent of Tenant, a receiver or trustee for it or for
any of the Leased Premises or approving a petition filed against any Tenant
which seeks relief under the bankruptcy or other similar laws of the United
States, any state or any jurisdiction, and such order, judgment or decree shall
remain undischarged or unstayed ninety (90) days after it is entered;

                  (viii) any Related Premises shall have been vacated in its
entirety or shall have been abandoned, provided that up to two (2) Related
Premises may be vacated for up to three hundred sixty-five (365) consecutive
days;

                  (ix) (A) any Tenant shall be liquidated or dissolved or (B)
any Tenant shall begin proceedings towards its liquidation or dissolution;

                  (x) the estate or interest of any Tenant in any of the Leased
Premises shall be levied upon or attached in any proceeding and such estate or
interest is about to be sold or transferred or such process shall not be vacated
or discharged within ninety (90) days after it is made;

                  (xi) a failure by any Tenant to perform or observe, or a
violation or breach of, or a misrepresentation by any Tenant under, any
provision of any Assignment to which such Tenant is a party or any other
document between such Tenant and Lender, if such failure, violation, breach or
misrepresentation gives rise to a default beyond any applicable cure period with
respect to any Loan; provided that Landlord has promptly given Tenant a copy of
any notice Landlord shall have received regarding such default;

                  (xii) any Tenant shall sell or transfer or enter into an
agreement to sell or transfer all or more than 75% of the fair market value of
its assets unless such Tenant's leasehold interest in this Lease is sold or
transferred as part of such transaction and the buyer or transferee assumes all
of the obligations of such Tenant under the terms of Paragraph 21(c) of the
Lease;

                  (xiii) an Event of Default (as defined in the Guaranty) beyond
any applicable cure period shall occur under the Guaranty;

                  (xiv) any Tenant shall fail to comply with (A) the provisions
of Paragraph 25 or (B) the provisions of Paragraph 32 of this Lease; or

                                      -28-
<PAGE>
          (xv)  Tenant's failure to timely comply with any of Tenant's Post
Closing Obligations and such failure continues for ten (10) Business Days after
written notice from Landlord;

       (b) No notice or cure period shall be required in any one or more of the
following events: the occurrence of an Event of Default under clause (iv), (v),
(vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii) or (xv) of Paragraph 22(a).
If the default consists of the failure to pay Basic Rent, the applicable cure
period shall be five (5) Business Days from the date on which notice of such
default is given, provided, that Landlord shall not be obligated to give notice
of any such default more than one time during any Lease Year, provided, further
that even where Landlord is not required to give notice of any such default by
operation of the immediately preceding proviso, Tenant nevertheless shall be
entitled to a grace period of five (5) Business Days. If the default consists of
the failure to pay any other Monetary Obligation or a default under clause (xiv)
of Paragraph 22(a) the applicable cure period shall be five (5) Business Days
after notice from Landlord. If the default consists of a default under clause
(ii) or clause (iii) of Paragraph 22(a)(and provided that any default under
Paragraph 22(a)(iii) is reasonably susceptible of cure), the applicable cure
period shall be thirty (30) days from the date on which notice is given or, if
the default cannot be cured within such thirty (30) day period and delay in the
exercise of a remedy would not (in Landlord's reasonable judgment) cause any
material adverse harm to Landlord or any of the Leased Premises, the cure period
shall be extended for the period required to cure the default (but such cure
period, including any extension, shall not in the aggregate exceed ninety (90)
days), provided that Tenant shall commence to cure the default within the said
thirty-day period and shall actively, diligently and in good faith proceed with
and continue the curing of the default until it shall be fully cured.

     23.  Remedies and Damages Upon Default.
          ---------------------------------

       (a)  If an Event of Default shall have occurred and is continuing,
Landlord shall have the right, at its sole option and to the extent permitted by
applicable Law, to exercise its remedies and to collect damages from Tenant in
accordance with this Paragraph 23, subject in all events to applicable Law,
without demand upon or notice to Tenant except as otherwise provided in
Paragraph 22(b) and this Paragraph 23.

          (i)  Landlord may give Tenant notice of Landlord's intention to
terminate this Lease on a date specified in such notice. Upon such date, this
Lease, the estate hereby granted and all rights of Tenant hereunder shall expire
and terminate. Upon such termination, Tenant shall immediately surrender and
deliver possession of the Leased Premises to Landlord in accordance with
Paragraph 26. If Tenant does not so surrender and deliver possession of the
Leased Premises, Landlord may re-enter and repossess the Leased Premises, by
means of legal process, summary proceedings, ejectment or any other lawful means
or procedure. Upon or at any time after taking possession of the Leased
Premises, Landlord may, by peaceable means or legal process, remove any Persons
or property therefrom. Landlord shall be under no liability for or by reason of
any such entry, repossession or removal. Notwithstanding such entry or
repossession, Landlord may (A) exercise the remedy set forth in and collect the
damages permitted by Paragraph 23(a)(iii) or (B) collect the damages set forth
in Paragraph 23(b)(i) or 23(b)(ii).

          (ii)  After repossession of the Leased Premises pursuant to clause (i)
above, Landlord shall have the right to relet any of the Leased Premises to such
tenant or tenants, for such term or terms, for such rent, on such conditions and
for such uses as Landlord in its sole discretion may determine, and collect and
receive any rents payable by reason of such reletting. Landlord may make such
Alterations in connection with such reletting as it may deem advisable in its
sole discretion. Notwithstanding any such reletting, Landlord may collect the
damages set forth in Paragraph 23(b)(ii).


                                      -29-



<PAGE>

                  (iii) Landlord may declare by notice to Tenant the entire
Basic Rent (in the amount of Basic Rent then in effect) for the remainder of the
then current Term to be immediately due and payable. Tenant shall immediately
pay to Landlord all such Basic Rent discounted to its Present Value, all accrued
Rent then due and unpaid, all other Monetary Obligations which are then due and
unpaid and all Monetary Obligations which arise or become due by reason of such
Event of Default (including any Costs of Landlord). Upon receipt by Landlord of
all such accelerated Basic Rent and Monetary Obligations, this Lease shall
remain in full force and effect and Tenant shall have the right to possession of
the Leased Premises from the date of such receipt by Landlord to the end of the
Term, and subject to all the provisions of this Lease, including the obligation
to pay all increases in Basic Rent and all Monetary Obligations that
subsequently become due, except that (A) no Basic Rent which has been prepaid
hereunder shall be due thereafter during the said Term, and (B) Tenant shall
have no option to extend or renew the Term.

            (b) The following constitute damages to which Landlord shall be
entitled if Landlord exercises its remedies under Paragraph 23(a)(i) or
23(a)(ii):

                  (i) If Landlord exercises its remedy under Paragraph 23(a)(i)
but not its remedy under Paragraph 23(a)(ii) (or attempts to exercise such
remedy and is unsuccessful in reletting the Leased Premises) then, upon written
demand from Landlord, Tenant shall pay to Landlord, as liquidated and agreed
final damages for Tenant's default and in lieu of all current damages beyond the
date of such demand (it being agreed that it would be impracticable or extremely
difficult to fix the actual damages), an amount equal to the Present Value of
the excess, if any, of (A) all Basic Rent from the date of such demand to the
date on which the Term is scheduled to expire hereunder in the absence of any
earlier termination, re-entry or repossession over (B) the then fair market
rental value of the Leased Premises for the same period. Tenant shall also pay
to Landlord all of Landlord's Costs in connection with the repossession of the
Leased Premises and any attempted reletting thereof, including all brokerage
commissions, legal expenses attorneys' fees, employees' expenses, costs of
Alterations and expenses and preparation for reletting.

                  (ii) If Landlord exercises to remedy under Paragraph 23(a)(i)
or its remedies under Paragraph 23(a)(i) and 23(a)(ii), then Tenant shall, until
the end of what would have been the Term in the absence of the termination of
the Lease, and whether or not any of the Leased Premises shall have been relet,
be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed
current damages all Monetary Obligations which would be payable under this Lease
by Tenant in the absence of such termination less the net proceeds, if any, of
any reletting pursuant to Paragraph 23(a)(ii), after deducting from such
proceeds all of Landlord's Costs (including the items listed in the last
sentence of Paragraph 23(b)(i) hereof) incurred in connection with such
repossessing and reletting; provided, that if Landlord has not relet the Leased
Premises, such Costs of Landlord shall be considered to be Monetary Obligations
payable by Tenant. Tenant shall be and remain liable for all sums aforesaid, and
Landlord may recover such damages from Tenant and institute and maintain
successive actions or legal proceedings against Tenant for the recovery of such
damages. Nothing herein contained shall be deemed to require Landlord to wait to
begin such action or other legal proceedings until the date when the Term would
have expired by its own terms had there been no such Event of Default.

            (c) Notwithstanding anything to the contrary herein contained, in
lieu of or in addition to any of the foregoing remedies and damages, Landlord
may exercise any remedies and collect any damages available to it at law or in
equity; provided, however, if a Limited Remedy Default exists, the aggregate
maximum amount Tenant shall be required to pay to Landlord as a result of such
Limited Remedy Default from and after the date of the occurrence of such Limited
Remedy Default (the "Occurrence Date") shall be limited to the sum of (i) the

                                      -30-
<PAGE>

present value as of the Occurrence Date, discounted at the annual rate of ten
and one-half percent (10.5%) (taking into account that Basic Rent payments are
required to be made quarterly), of all Basic Rent reserved hereunder for the
unexpired portion of the Term after the Occurrence Date as if this Lease had not
expired or been terminated, (ii) any amounts of Additional Rent which are due
and payable or have accrued under this Lease through the Occurrence Date, and
(iii) any amounts of Additional Rent which are due and payable or have accrued
under this Lease after the Occurrence Date while the Tenant remains in
possession of the Leased Premises or any Related Premises after any Limited
Remedy Default that relates to Impositions, insurance, utilities, repairs,
maintenance, environmental maintenance, remediation and compliance and other
routine and customary costs and expenses of operating and maintaining the Leased
Premises or the Related Premises which remain occupied by Tenant. Nothing
contained in this Paragraph 23(c) shall limit any amounts payable by Tenant with
respect to Basic Rent or Additional Rent or indemnification obligation if any
Event of Default that is not a Limited Remedy Default has occurred.

            (d) In any action of ejectment and/or for Rent, Landlord shall first
cause to be filed in such action an affidavit made by it or someone acting for
it, setting forth the facts necessary to authorize the entry of judgment, and,
if a true copy of this Lease (and of the truth of the copy such affidavit shall
be sufficient evidence) be filed in such action, it shall not be necessary to
file the original as a warrant of attorney, any rule of court, custom or
practice to the contrary notwithstanding. Tenant hereby releases to Landlord and
to any and all attorneys who may appear for Tenant all errors in said
proceedings and all liability thereof. If proceedings shall be commenced by
Landlord to recover possession under the Acts of Assembly and Rules of Civil
Procedure, either at the end of the term or upon the earlier termination of this
Lease, or for non-payment of Rent or any other reason, Tenant specifically
waives the right to the three (3) months' notice and to the fifteen (15) or
thirty (30) days' notice required by the Landlord and Tenant Act of 1951, as the
same may be amended, and agrees that five (5) days' notice shall be sufficient
in either or any such case.

            (e) Notwithstanding anything to the contrary herein contained, in
lieu of or in addition to any of the foregoing remedies and damages, Landlord
may exercise any remedies and collect any damages available to it at law or in
equity. If Landlord is unable to obtain full satisfaction pursuant to the
exercise of any remedy, it may pursue any other remedy which it has hereunder or
at law or in equity.

            (f) Except for retaining a third-party broker to relet the Leased
Premises upon commercially reasonable terms, if this Lease is terminated and
Tenant vacates the Leased Premises pursuant to Paragraph 23(a)(i),Landlord shall
not be required to mitigate any of its damages hereunder unless required to by
applicable Law. If any Law shall validly limit the amount of any damages
provided for herein to an amount which is less than the amount agreed to herein,
Landlord shall be entitled to the maximum amount available under such Law.

            (g) No termination of this Lease, repossession or reletting of the
Leased Premises, exercise of any remedy or collection of any damages pursuant to
this Paragraph 23 shall relieve Tenant of any Surviving Obligations.

            (h) WITH RESPECT TO ANY REMEDY OR PROCEEDING OF LANDLORD OR TENANT
HEREUNDER, LANDLORD AND TENANT HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY.

            (i) Upon the occurrence and during the continuance of any Event of
Default, Landlord shall have the right (but no obligation) to perform any act
required of Tenant hereunder and, if performance of such act requires that
Landlord enter the Leased Premises.

                                      -31-
<PAGE>

Landlord may enter the Leased Premises at reasonable times and upon reasonable
notice for such purpose.

            (j) No failure of Landlord (i) to insist at any time upon the strict
performance of any provision of this Lease or (ii) to exercise any option,
right, power or remedy contained in this Lease shall be construed as a waiver,
modification or relinquishment thereof. A receipt by Landlord of any sum in
satisfaction of any Monetary Obligation with knowledge of the breach of any
provision hereof shall not be deemed a waiver of such breach, and no waiver by
Landlord of any provision hereof shall be deemed to have been made unless
expressed in a writing signed by Landlord.

            (k) Tenant hereby waives and surrenders, for itself and all those
claiming under it, including creditors of all kinds, (i) any right and privilege
which it or any of them may have under any present or future Law to redeem any
of the Leased Premises or to have a continuance of this Lease after termination
of this Lease or of Tenant's right of occupancy or possession pursuant to any
court order or any provision hereof, and (ii) the benefits of any present or
future Law which exempts property from liability for debt or for distress for
rent.

            (l) Except as otherwise provided herein, all remedies are cumulative
and concurrent and no remedy is exclusive of any other remedy. Each remedy may
be exercised at any time an Event of Default has occurred and is continuing and
may be exercised from time to time. No remedy shall be exhausted by any exercise
thereof.

      24. Notices. All notices, demands, requests, consents, approvals, offers,
statements and other instruments or communications required or permitted to be
given pursuant to the provisions of this Lease shall be in writing and shall be
deemed to have been given and received for all purposes when delivered in person
or by Federal Express or other reliable 24-hour delivery service or five (5)
Business Days after being deposited in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid, addressed to the
other party at its address stated above or when delivery is refused. A copy of
any notice given by Tenant to Landlord shall simultaneously be given by Tenant
to Reed Smith LLP, 2500 One Liberty Place, Philadelphia, PA 19103, Attention:
Chairman, Real Estate Department. A copy of any notice given by Landlord to
Tenant shall simultaneously be given by Landlord to Paul, Weiss, Rifkind Wharton
& Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064,
Attention: Carl L. Reisner. For the purposes of this Paragraph, any party may
substitute another address stated above (or substituted by a previous notice)
for its address by giving fifteen (15) Business Days' notice of the new address
to the other party, in the manner provided above.

      25. Estoppel Certificate. At any time upon not less than fifteen (15)
days' prior written request by either Landlord or Tenant (the "Requesting
Party") to the other party (the "Responding Party"), the Responding Party shall
deliver to the Requesting Party a statement in writing, executed by an
authorized officer of the Responding Party, certifying (a) that, except as
otherwise specified, this Lease is unmodified and in full force and effect,
except (b) the dates to which Basic Rent, Additional Rent and all other Monetary
Obligations have been paid, (c) that, to the knowledge of the signer of such
certificate and except as otherwise specified, no default by either Landlord or
Tenant exists hereunder, (d) such other matters as the Requesting Party may
reasonably request, including the matters set forth in "Exhibit G-2" and (e) if
Tenant is the Responding Party that, except as otherwise specified, there are no
proceedings pending or, to the knowledge of the signer, threatened, against
Tenant before or by any court or administrative agency which, if adversely
decided, would materially and adversely affect the financial condition and
operations of Tenant. Any such statements by the Responding Party may be relied
upon by the Requesting Party, any Person whom the Requesting Party notifies the
Responding Party in its request for the Certificate is an intended recipient or
beneficiary of the Certificate, any Lender,

                                      -32-
<PAGE>

any Permitted Leasehold Mortgagee or their assignees and by any prospective
purchaser or mortgagee of any interest in the Leased Premises. Any certificate
required under this Paragraph 75 and delivered by Tenant shall state that, in
the opinion of each person signing the same, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
the subject matter of such certificate, and shall briefly state the nature of
such examination or investigation.

            26. Surrender. Except if Tenant purchases the Leased Premises, or,
pursuant to Paragraph 18 or 38, any Related Premises, upon the expiration or
earlier termination of this Lease, Tenant shall peaceably leave and surrender
the Leased Premises to Landlord in the same condition in which the Leased
Premises were at the commencement of this Lease, except as repaired, rebuilt,
restored, altered, replaced or added to as permitted or required by any
provision of this Lease, and except for ordinary wear and tear. Upon such
surrender, Tenant shall (a) remove from the Leased Premises all property which
is owned by Tenant or third parties other than Landlord and (b) repair any
damage to the structural elements of the Improvements or the building systems
caused by such removal. Property not so removed shall become the property of
Landlord, and Landlord may thereafter cause such property to be removed from the
Leased Premises. The cost of removing and disposing of such property and
repairing any damage to any of the Leased Premises caused by such removal shall
be paid by Tenant to Landlord upon demand. Landlord shall not in any manner or
to any extent be obligated to reimburse Tenant for any such property which
becomes the property of Landlord pursuant to this Paragraph 26.

            27. No Merger of Title. There shall be no merger of the leasehold
estate created by this Lease with the fee estate in any of the Leased Premises
by reason of the fact that the same Person may acquire or hold or own, directly
or indirectly, (a) the leasehold estate created hereby or any part thereof or
interest therein and (b) the fee estate in any of the Leased Premises or any
part thereof or interest therein, unless and until Landlord, Tenant, Lender and
any Permitted Leasehold Mortgagee shall join in a written instrument effecting
such merger and shall duly record the same.

            28. Books and Records.

                  (a) Each Tenant shall keep adequate records and books of
account with respect to the finances and business of such Tenant generally and
with respect to the Leased Premises, in accordance with generally accepted
accounting principles ("GAAP") consistently applied, and shall permit Landlord
and Lender by their respective agents, accountants and attorneys, upon
reasonable notice to Tenant, to visit and inspect the Leased Premises and
examine (and make copies of) the records and books of account and to discuss the
finances and business with the officers of Tenant, at such reasonable times as
may be requested by Landlord. Upon the request of Lender or Landlord (either
telephonically or in writing). Tenant shall provide the requesting party with
copies of any information to which such party would be entitled in the course of
a personal visit.

                  (b) If all any time during the Term, a Tenant shall not be
part of the Guarantor's group for the purpose of reporting financial positions
and results on a consolidated basis, such Tenant shall deliver to Landlord and
to Lender within ninety (90) days of the close of each fiscal year, annual
audited financial statements of Tenant prepared by a nationally recognized firm
of independent certified public accountants. Such Tenant shall also furnish to
Landlord within forty-five (45) days after the end of each of the three
remaining quarters unaudited financial statements and all other quarterly
reports of Tenant, certified by Tenant's chief financial officer, and all
filings if any, of Form 10-K, Form 10-Q and other required filings with the
Securities and Exchange Commission pursuant to the provisions of the Securities
Exchange Act of 1934, as amended, or any other Law. All financial statements
shall be prepared

                                      -33-
<PAGE>

in accordance with GAAP consistently applied. All annual financial statements
shall be accompanied (i) by an opinion of said accountants stating that there
are no qualifications as to the scope of the audit and the audit was performed
in accordance with GAAP. All financial statements shall be accompanied by the
affidavit of the president or a vice president of each Tenant, dated within five
(5) Business Days of the delivery of such statement, stating that (C) the
affiant knows of no Event of Default, or event which, upon notice or the passage
of time or both, would become an Event of Default which has occurred and is
continuing hereunder or, if any such event has occurred and is continuing,
specifying the nature and period of existence thereof and what action Tenant has
taken or proposes to take with respect thereto and (D) except as otherwise
specified in such affidavit, that Tenant has fulfilled all of its obligations
under this Lease which are required to be fulfilled on or prior to the date of
such affidavit.

      29.   Determination of Value.

            (a)   Whenever a determination of Fair Market Rental Value is
required pursuant to any provision of this Lease, such Fair Market Rental Value
shall be determined in accordance with the following procedure:

                  (i) Landlord and Tenant shall endeavor to agree on Fair Market
Rental Value on the date (the "Applicable Initial Date") which is six (6)
calendar months prior to the expiration of the then current Term unless Tenant
has previously exercised its option pursuant to Paragraph 5(b) not to have the
Term automatically extended. Upon reaching such agreement, the parties shall
execute an agreement setting forth the amount of such Fair Market Rental Value.

                  (ii) If the parties shall not have signed such agreement
within thirty (30) days after the Applicable Initial Date, Tenant shall within
fifty (50) days after the Applicable Initial Date select an appraiser and notify
Landlord in writing of the name, address and qualifications of such appraiser.
Within twenty (20) days following Landlord's receipt of such notice, Landlord
shall select an appraiser and notify Tenant of the name, address and
qualifications of such appraiser. If Landlord shall fail to select an appraiser
and notify Tenant as aforesaid within said twenty-day period, then provided that
such failure shall continue for five (5) additional Business Days after notice
thereof from Tenant to Landlord, the determination of Tenant's appraiser shall
govern. Otherwise, such two appraisers shall endeavor to agree upon Fair Market
Rental Value based on a written appraisal made by each of them (and given to
both parties) as of the Relevant Date. If such two appraisers shall agree upon a
Fair Market Rental Value, the amount of such Fair Market Rental Value as so
agreed shall be binding and conclusive upon Landlord and Tenant.

                  (iii) If such two appraisers shall be unable to agree upon
Fair Market Rental Value within twenty (20) days after the selection of an
appraiser by Landlord, then such appraisers shall advise Landlord and Tenant of
their respective determinations of Fair Market Rental Value and shall select a
third appraiser to make the determination of Fair Market Rental Value. The
selection of the third appraiser shall be binding and conclusive upon Landlord
and Tenant.

                  (iv) If such two appraisers shall be unable to agree upon
the designation of a third appraiser within ten (10) Business Days after the
expiration of the twenty (20) day period referred to in clause (iii) above, or
if such third appraiser does not make a determination of Fair Market Rental
Value within twenty (20) days after his selection, then such third appraiser or
a substituted third appraiser, as applicable, shall, at the request of either
party hereto, be appointed by the President or Chairman of the American
Arbitration Association in New York, New York. The determination of Fair Market
Rental Value made by the third

                                      -34-
<PAGE>

appraiser appointed pursuant hereto shall be made within twenty (20) days after
such appointment.

                  (v) If a third appraiser is selected, Fair Market Rental Value
shall be the average of the determination of Fair Market Rental Value made by
the third appraiser and the determination of Fair Market Rental Value made by
the appraiser (selected pursuant to Paragraph 29(a)(ii) hereof) whose
determination of Fair Market Rental Value is nearer to that of the third
appraiser. Such average shall be binding and conclusive upon Landlord and
Tenant.

                  (vi) All appraisers selected or appointed pursuant to this
Paragraph 29(a) shall (A) be independent qualified MAI appraisers (B) have no
right, power or authority to alter or modify the provisions of this Lease, (C)
utilize the definition of Fair Market Rental Value set forth herein, and (D) be
registered in the state where the Leased Premises or applicable Related Premises
are located if the state requires such registration. The Cost of the procedure
described in this Paragraph 29(a) (i) clauses (A) through (C) above shall be
shared equally between Landlord and Tenant and the cost of the procedure
described in this Paragraph 29(a)(i)(D) shall be paid by Tenant.

            (b)   If, by virtue of any delay, Fair Market Rental Value is not
determined by the expiration or termination of the then current Term, then until
Fair Market Rental Value is determined, Tenant shall continue to pay Basic Rent
during the succeeding Renewal Term in the same amount which it was obligated
under this Lease to pay prior to the commencement of the Renewal Term. When Fair
Market Rental Value is determined, the appropriate Basic Rent shall be
calculated retroactive to the commencement of the Renewal Term and Tenant shall
either receive a refund from Landlord (in the case of an overpayment) or shall
pay any deficiency to Landlord (in the case of an underpayment).

            (c)   In determining Fair Market Rental Value, the appraisers shall
determine with respect to each Related Premises the amount that a willing tenant
would pay, and a willing landlord of a comparable building located in a radius
of fifty (50) miles of each Related Premises would accept, at arm's length, to
rent a building of comparable size and quality as the Improvements, taking into
account: (i) the age, quality and condition (as required by the Lease) of the
Improvements and that the Improvements are being leased on an "as-is" basis
without any improvement allowance or free rent; (ii) that the Related Premises
will be leased as a whole or substantially as a whole to a single user for the
uses permitted under this Lease, (iii) a lease term of ten (10) years, with
annual CPI-based increases; (iv) an absolute triple net lease; and (v) such
other items that professional real estate appraisers customarily consider.

      30.   Non-Recourse as to Landlord. ANYTHING CONTAINED HEREIN TO THE
CONTRARY NOTWITHSTANDING, ANY CLAIM BASED ON OR IN RESPECT OF ANY LIABILITY OF
LANDLORD UNDER THIS LEASE SHALL BE ENFORCED ONLY AGAINST THE LEASED PREMISES AND
NOT AGAINST ANY OTHER ASSETS, PROPERTIES OR FUNDS OF (I) LANDLORD, (II) ANY
DIRECTOR, OFFICER, MEMBER, GENERAL PARTNER, SHAREHOLDER, LIMITED PARTNER,
BENEFICIARY, EMPLOYEE OR AGENT OF LANDLORD OR ANY GENERAL PARTNER OF LANDLORD
OR ANY OF ITS MEMBERS OR GENERAL PARTNERS (OR ANY LEGAL REPRESENTATIVE, HEIR,
ESTATE, SUCCESSOR OR ASSIGN OF ANY THEREOF), (III) ANY PREDECESSOR OR SUCCESSOR
PARTNERSHIP OR CORPORATION (OR OTHER ENTITY) OF LANDLORD OR ANY OF ITS GENERAL
PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS,
EITHER DIRECTLY OR THROUGH LANDLORD OR ITS GENERAL PARTNERS, SHAREHOLDERS,
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OR ANY PREDECESSOR OR SUCCESSOR
PARTNERSHIP OR CORPORATION (OR OTHER

                                      -35-
<PAGE>
ENTITY), OR (IV) ANY PERSON AFFILIATED WITH ANY OF THE FOREGOING, OR ANY
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANY THEREOF.

      31.   Landlord's Financing.

            (a) Tenant agrees to pay directly to Lender, if required by a
Lender, any cost, charge or expense for which Tenant has agreed to reimburse or
indemnify Landlord hereunder.

            (b) IF Landlord desires to obtain or refinance any Loan, Tenant
shall negotiate in good faith with Landlord concerning any request made by any
Lender or proposed Lender for changes or modifications in this Lease; provided,
that Landlord shall reimburse Tenant for its out-of-pocket costs relating
thereto and provided further that no such change or modification shall increase
Tenants' obligations or decrease Tenant's rights under the Lease in any material
respect. In particular, Tenant shall agree, upon request of Landlord, to supply
any such Lender with such notices and information as Tenant is required to give
to Landlord hereunder and to extend the rights of Landlord hereunder to any such
Lender and to consent to such financing if such consent is requested by such
Lender. Tenant shall provide any other consent or statement and shall execute
any and all other documents that such Lender reasonably requires in connection
with such financing, including any environmental indemnity agreement, so long as
the same do not adversely affect any right, benefit or privilege of Tenant under
this Lease or increase Tenant's obligations under this Lease in any material
respect.

      32.   Subordination, Non-Disturbance and Attornment. This Lease and
Tenant's interest hereunder shall be subordinate to any Mortgage or other
security instrument hereafter placed upon the Leased Premises by Landlord
provided that the Lender shall have delivered to Tenant an agreement (an "SNDA
Agreement") in a form substantially identical to Exhibit "G-1" annexed hereto
and acknowledged by Lender and such Landlord. Tenant covenants and agrees that
Tenant shall enter into such SNDA Agreement within five (5) Business days
following Landlord's written request and with such modifications as the Lender
shall reasonably request; provided that Paragraph 1 (Subordination) of
Exhibit"G-1" shall not be subject to any modifications, and, provided further
that, if Lender requests substantive modifications to the SNDA Agreement, Tenant
shall have such additional time to negotiate such modifications as is reasonably
required based on the nature and scope of the requested modifications.

      33.   Tax Treatment: Reporting. Landlord and Tenant each acknowledge that
each shall treat this transaction as a true lease for state law purposes and
shall report this transaction as a Lease for Federal income tax purposes. For
Federal income tax purposes each shall report this Lease as a true lease with
Landlord as the owner of the Leased Premises and Equipment and Tenant as the
lessee of such Leased Premises and Equipment including: (1) treating Landlord
as the owner of the property eligible to claim depreciation deductions under
Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with
respect to the Leased Premises and Equipment but only as the same exist on the
date hereof or are hereafter paid for by Landlord, (2) treating Tenant as the
owner of the property eligible to claim depreciation deductions by Tenant with
respect to the Equipment and Alterations paid for by Tenant and incorporated
into the Leased Premises after the date hereof, (3) Tenant reporting its Rent
payments as rent expense under Section 162 of the Code, and (4) Landlord
reporting the Rent payments as rental income.

      34.   Permitted Leasehold Mortgage. Tenant shall not encumber its
Leasehold estate in the Leased Premises, by means of a leasehold mortgage, deed
of trust, pledge or similar security device, except by means of a Permitted
Leasehold Mortgage. The Leased Premises shall not be encumbered by more than one
Permitted Leasehold Mortgage at any one time. Tenant

                                      -36-
<PAGE>

shall deliver to Landlord an executed counterpart of any Permitted Leasehold
Mortgage within ten (10) days after its execution thereof.

      35.   Rights of Permitted Leasehold Mortgagee. Landlord hereby agrees
that, so long as any Permitted Leasehold Mortgage shall remain unsatisfied of
record, the following provisions shall apply:

            (a)   Landlord, upon giving Tenant any notice of a default or an
Event of Default hereunder, shall also give such notice to any Permitted
Leasehold Mortgagee from whom it had received an address in writing.

            (b)   Upon the occurrence of an Event of Default hereunder, the
Permitted Leasehold Mortgagee shall, within the period provided for in Paragraph
22 hereof, as extended as hereinafter provided, have the right to remedy such
default, or cause the same to be remedied, and Landlord shall accept such
performance by or at the instance of the Permitted Leasehold Mortgagee as if the
same had been made by Tenant.

            (c)   Upon the occurrence of an Event of Default hereunder, Landlord
shall not terminate this Lease without first giving the Permitted Leasehold
Mortgagee ninety (90) days after notice thereof within which either (i) to
obtain possession of the Leased Premises (including possession by a receiver) or
(ii) to institute foreclosure proceedings or (iii) otherwise act to acquire
Tenant's interest under this Lease with diligence. The preceding sentence shall
not apply and Landlord may terminate this Lease if:

            (d)   (A) an Event of Default shall have occurred that is then
susceptible of being cured by the Permitted Leasehold Mortgagee without
obtaining possession of the Leased Premises and the Permitted Leasehold
Mortgagee (1) shall not have cured any Event of Default consisting of a failure
to pay Basic Rent or Additional Rent within five (5) Business Days after notice
from Landlord of such Event of Default, or (2) shall not, within the applicable
cure period specified in Paragraph 22(b) after notice from Landlord of such
Event of Default, have cured any Event of Default (other than a failure to pay
Basic Rent or Additional Rent);

                  (B) an Event of Default (other than any Event of Default
described in subparagraph (A)(i) above) shall have occurred and either (1) the
Permitted Leasehold Mortgagee, within fifteen (15) days after the giving by
Landlord of notice of such Event of Default, shall not have given written notice
to Landlord that such Event of Default cannot be remedied without obtaining
possession of the Leased Premises; or (2) the Permitted Leasehold Mortgagee
shall not have paid or caused to be paid all Rent and other sums payable under
this Lease; or (3) the Permitted Leasehold Mortgagee shall, within fifteen (15)
days after notice from Landlord of such Event of Default, fail to give Landlord
a written notice that it shall, after obtaining possession, and within the
applicable cure period provided in Paragraph 22(b), cure any such Event of
Default which is susceptible of cure only upon taking possession; (D) the
Permitted Leasehold Mortgagee shall fail to pursue with diligence the activities
specified in (i), (ii) or (iii) of the first sentence of this Paragraph 35(c);
or (5) the Permitted Leasehold Mortgagee within thirty (30) days after the
giving by Landlord of notice of such Event or Default shall not have given
written notice to Landlord that such Event of Default is not reasonably
susceptible of being cured by the Permitted Leasehold Mortgagee.

            (e)   It is expressly understood, without limiting the generality of
the foregoing language, that any failure of Tenant to perform any of its
obligations under Paragraph 18, Paragraph 23(b)(iii)or Paragraph 29 is
susceptible of cure by the Permitted Leasehold Mortgagee without taking
possession, and Tenant hereby authorizes the Permitted

                                      -37-
<PAGE>

Leasehold Mortgagee, on behalf of Tenant, to send any notice, make any offer,
pay any amount, select an appraiser, and perform any other obligation of Tenant
provided in said Paragraphs.

            (f)   In addition to curing any Event of Default which is
susceptible of being cured without taking possession, the Permitted Leasehold
Mortgagee shall, during the period it is taking the action in clauses (i), (ii)
or (iii) of the first sentence of Paragraph 35(c) above, pay Basic Rent and
Additional Rent as the same shall become due and payable and, upon obtaining
possession or acquiring Tenant's interest under this Lease, shall be required to
commence to cure within thirty (30) days of such acquisition or possession all
Events of Default then outstanding and reasonably susceptible of being cured by
the Permitted Leasehold Mortgage, and thereafter diligently prosecute such cure
to completion; provided, that: (i) the Permitted Leasehold Mortgagee shall not
be obligated to continue such possession or to continue such foreclosure
proceedings after such Events of Default shall have been cured, and (ii) the
Permitted Leasehold Mortgagee shall agree with Landlord in writing to comply
during the period of such forbearance with such of the terms, conditions and
covenants of this Lease as are reasonably susceptible of being complied with by
the Permitted Leasehold Mortgagee.

            (g)   It is understood and agreed that the Permitted Leasehold
Mortgagee or its designees or any purchaser in foreclosure proceedings
(including a corporation formed by any Permitted Leasehold Mortgagee or the
holder or holders of the obligations secured by the Permitted Leasehold
Mortgage) may become the legal owner and holder of this Lease through such
foreclosure proceedings or by assignment of this Lease in lieu of foreclosure
provided, however, that the Permitted Leasehold Mortgagee shall guaranty all of
the obligations and liabilities of Tenant hereunder (except those which are
personal to Tenant, e.g., the obligations of Tenant under Paragraph 28) except
that the Permitted Leasehold Mortgagee shall be released from liability under
this Lease if the substitute tenant is approved by Landlord in its reasonable
discretion applying prudent business judgment or if the substitute tenant is a
Preapproved Assignee.

            (h)   If a termination of this Lease occurs prior to the expiration
of the Term by reason of the rejection of this Lease or other action by a
trustee, court or debtor in possession pursuant to the Federal Bankruptcy Code,
as amended, or any other Federal, state or local insolvency laws, Landlord shall
give the Permitted leasehold Mortgagee written notice that this Lease has been
terminated, together with a statement of any and all sums which would at that
time be due under this Lease but for such termination, and of all other Events
of Default, if any, under this Lease then known to Landlord. The Permitted
Leasehold Mortgagee shall thereupon have the option to obtain a new lease in
accordance with and upon the following terms and conditions: (i) such new lease
shall be effective as of the date of termination of this Lease and shall be for
the remainder of the full original term and at the rent and upon all the
agreements, terms, covenants and conditions hereof; (ii) such new tease shall
require the tenant to perform any unfulfilled obligations of Tenant under this
Lease which are reasonably susceptible of being performed by such tenant; (iii)
if the Permitted Leasehold Mortgagee designates an entity to enter into such new
lease, the Permitted Leasehold Mortgagee shall guaranty all of the obligations
and liabilities of such designee hereunder ( except those which are personal to
such designee, e.g., the obligations of such designee to permit Landlord to
inspect its books and records or to supply financial statements to Landlord
except that no such guaranty shall be required if such designee is approved by
Landlord in its sole discretion; (iv) upon the execution of such new lease, the
tenant named therein shall pay any and all Rent which would at the time of the
execution thereof be due under this Lease but for such termination, less the net
proceeds, if any, of any reletting or other occupancy, after deducting from such
proceeds all of Landlord's expenses in connection with such reletting (including
all repossession costs, brokerage commissions, legal expenses, attorneys' fees,
employees' expenses, costs of alterations and expenses or preparation for
reletting).

                                      -38-

<PAGE>

            (i)   Any notice or other communication which Landlord shall desire
or is required to give to or serve upon any Permitted Leasehold Mortgagee shall
be addressed to such Permitted Leasehold Mortgagee by notice in writing given to
Landlord in accordance with Paragraph 24 hereof. Any notice or other
communication which any Permitted Leasehold Mortgagee shall desire or is
required to give to or serve upon Landlord shall be deemed to have been duly
given or served if sent in accordance with Paragraph 24 hereof.

            (j)   The provisions of this Paragraph 35 shall be self-operative
and shall benefit any Permitted Leasehold Mortgagee of which Landlord has actual
notice. Notwithstanding the foregoing, Landlord shall, at the request of Tenant
or the Permitted Leasehold Mortgagee, and at the sole cost and expense of Tenant
or the Permitted Leasehold Mortgagee, enter into an agreement directly with the
Permitted Leasehold Mortgagee having terms and provisions identical to the
provisions of this Paragraph 35.

            (k)   A Permitted Leasehold Mortgagee shall have the right but not
the duty to attempt to remedy a default or an Event of Default.

      36.   Grants and Releases of Easements. So long as no Event of Default has
occurred and is continuing Landlord hereby agrees to reasonably cooperate with,
the following actions by Tenant, in the name and stead of Landlord and cause
Lender to cooperate with, but at Tenant's sole cost and expense; (a) the
granting of easements, licenses, rights-of-way and other rights and privileges
in the nature of easements reasonably necessary or desirable for the
construction, operation, restoration, use, repair, renovation or maintenance of
the Leased Premises as herein provided; (b) the execution of petitions to have
any Related Premises annexed to any municipal corporation or utility district;
(c) the execution of amendments to any covenants and restrictions affecting the
Leased Premises; (d) Tenant's obtaining all necessary government or third-party
actions, consents or agreements necessary for the performance and completion of
any Alteration provided, that in each case Tenant shall have delivered to
Landlord a certificate staling that: (i) such grant, release, dedication,
transfer, amendment or government action, or other action or agreement (any of
the foregoing, a "Property Action") does not impair the value, utility and
remaining useful life of the applicable Related Premises, (ii) such Property
Action is reasonably necessary in connection with the use, maintenance,
alteration, renovation, construction, operation, restoration, repair or
improvement of the applicable Related Premises, (iii) Tenant shall remain
obligated under this Lease and under any instrument executed by Tenant
consenting to the assignment of Landlord's interest in this Lease as security
for indebtedness, in each such case in accordance with their terms, as though
such Property Action had not been effected and (iv) Tenant shall pay any Costs
of Landlord under such Property Action, Without limiting the effectiveness of
the foregoing, Landlord shall, within thirty (30) days of receipt of the written
request of Tenant, and at Tenant's sole cost and expense (including reasonable
fees and disbursements of counsel to Landlord and Lender to review such
Property Action), review and either approve or disapprove in writing the
proposed Property Action, and, if approved, execute and deliver any instruments
and take any other action reasonably necessary or appropriate to confirm any
such Property Action, to any person permitted under this Paragraph 36 or to
implement any such Properly Action.

      37.   Intentionally Omitted.

      38.   Intentionally Omitted.

      39.   Post-Closing Obligations.

            (a)   Pursuant to those certain Property Condition Reports,
Environmental Audit Reports and Zoning Reports received by Landlord with respect
to the Leased Premises Tenant shall complete, remediate or obtain or caused to
be completed,

                                      -39-

<PAGE>

remediated or obtained the Post-Closing Obligations within the time periods
specified in Exhibit "T".

            (b)   (i) On the date hereof, Tenant has deposited with Landlord (A)
a letter of credit (the "Rocky Mount Environmental Letter of Credit") in the
amount of $l,500,000 (the "Rocky Mount Environmental Escrow") which shall secure
the obligation of Tenant to complete the Post-Closing Obligation listed in
Paragraph 2 A. of Exhibit "I" (the "Rocky Mount Post-Closing Environmental
Obligations") and (B) a letter of credit ( the "General Environmental Letter of
Credit" in the amount of $100,000 (the '"General Environmental Escrow") which
shall secure the obligation of Tenant to complete the Post-Closing Obligations
listed in Paragraphs 1, 2B, 2C and 3 of Exhibit "I" (the "General Post-Closing
Environmental Obligations"). The Rocky Mount Environmental Letter of Credit and
the General Environmental Letter of Credit are referred to as a "Post-Closing
Environmental Letter of Credit" and the Rocky Mount Environmental Escrow and
General Environmental Escrow are referred to as an "Post-Closing Environmental
Escrow".

                  (ii) Each Environmental Letter of Credit shall be issued by a
bank acceptable to Landlord and having a long-term unsecured debt rating of not
less than "A" from S&P and in form and substance satisfactory to Landlord. Each
Environmental Letter of Credit shall be renewed at least thirty (30) days prior
to any expiration thereof. If Tenant fails to renew either Environmental Letter
of Credit by such date, time being of the essence, Landlord shall have the right
at any time after the thirtieth (30th) day before such expiration date to draw
on such Environmental Letter of Credit and to hold proceeds thereof as a cash
Environmental Escrow.

                  (iii) Each Environmental Letter of Credit shall remain in full
force and effect until Tenant is entitled to the return or reduction of the
applicable Environmental Escrow as provided for herein. The Rocky Mount
Environmental Letter of Credit shall be returned to Tenant within thirty
(30) days following the earlier to occur of (A) written consent of Lender to
release the Rocky Mount Environmental Letter of Credit or (B) remediation of the
environmental contamination specified in Paragraph 2 A. of Exhibit "I" in
accordance with Paragraph 2 A. of Exhibit "I" and evidence of payment in full of
all remediation costs in connection with such remediation. The General Letter of
Credit shall be returned to Tenant within thirty (30) days following completion
of the items specified in Paragraphs 1, 2B., 2C., and 3 of Exhibit "I" as
evidenced by written and photographic evidence reasonably satisfactory to
Landlord that the applicable Environmental Obligations have been completed and
evidence of payment in full of all remediation costs.

                  (iv) So long as no Event of Default has occurred and is
continuing if the amount Landlord's Lender requires to be deposited in
connection with the initial Loan with respect to environmental matters is less
than the amount of the applicable Environmental Escrow set forth above, then,
Tenant shall have the right to substitute new Environmental Letter of Credit
in such reduced amounts and upon receipt by Landlord of such new Environmental
Letters of Credit, Landlord shall promptly return the applicable original
Environmental Letter of Credit to Tenant.

            (c)   On the date hereof, Tenant has deposited with Landlord the
amount of $70,437.50 (the "Post-Closing Compliance Escrow") in the form of cash
which shall secure the obligation of Tenant to complete the Post-Closing
Obligations listed in Paragraph 4 of Exhibit "I" (the "Post-Closing Compliance
Obligations"), and shall be held and disbursed as set forth in this Paragraph
39. The Post-Closing Compliance Escrow shall be released to Tenant within thirty
(30) days following the date on which Landlord receives written and photographic
evidence reasonably satisfactory to Landlord that all Post-Closing Compliance
Obligations have

                                      -40-

<PAGE>

been completed (which shall include written and photographic evidence and
evidence of payment in full).

            (d)   If, at any time prior to the release of each Post-Closing
Environmental Escrow or the Post-Closing Compliance Escrow, an Event, of Default
shall have occurred and be continuing. Landlord shall be entitled to draw upon
the Post-Closing Environmental Letter of Credit, any cash Post-Closing
Environmental Escrow or the Post-Closing Compliance Escrow (collectively, the
"Post-Closing Escrow") and shall use the proceeds of the Post-Closing Escrow to
the extent required to satisfy the Rocky Mount Post-Closing Environmental
Obligations, the General Post Closing Environmental Obligations or Post-Closing
Compliance Obligations, as applicable, and be entitled, at its sole discretion,
to apply any remaining balance In payment of any Rent or other charges which
have not been made pursuant to this Lease and any other sums due to Landlord in
connection with any default or the curing thereof, including, without
limitation, any damages incurred by Landlord by reason of such default. Tenant
acknowledges and agrees that such proceeds shall not constitute assets or funds
of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall
be, for all purposes, the property of Landlord (or Lender, to the extent
assigned). Tenant further acknowledges and agrees that Landlord's application of
the proceeds of any Post-Closing Escrow towards the payment of Basic Rent,
Additional Rent or the reduction of any damages due Landlord in accordance with
Paragraph 23 of this Lease, constitute a fair and reasonable use of such
proceeds and the application of such proceeds by Landlord towards, the payment
of Basic Rent. Additional Rent or any other sums due under this Lease shall not
constitute a cure by Tenant of the applicable default, provided that an Event
of Default shall not exist if Tenant restores the applicable Post-Closing Escrow
to its full amount within three (3) days and in accordance with the requirements
of this Paragraph 39, so that the applicable amount of the each Post-Closing
Escrow shall be again on deposit with Landlord.

            (e)   Landlord shall have the right to designate Lender or any other
holder of a Mortgage as the holder of the Post-Closing Escrow (including
assigning to Lender each Post-Closing Environmental Letter of Credit at Tenant's
sole cost or expense) during the term of the applicable Loan who shall have all
of the rights of Landlord under this Paragraph 39. Tenant covenants and agrees
to execute such agreements, consents and acknowledgments as may be requested by
Landlord from time to time to change the holder of each Post-Closing Escrow as
hereinabove provided.

      40.   Miscellaneous.

            (a)   The paragraph headings in this Lease are used only for
convenience in finding the subject matters and are not part of this Lease or to
be used in determining the intent of the parties or otherwise interpreting this
Lease.

            (b)   As used in this Lease, the singular shall include the plural
and any gender shall include all genders as the context requires and the
following words and phrases shall have the following meanings: (i) "including"
shall mean "including without limitation", (ii) "provisions" shall mean
"provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall
mean "lien, charge, encumbrance, title retention agreements, pledge, security
interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean
"obligations, duty, agreement, liability, covenant and/or condition"; (v) "any
of the Leased Premises" shall mean "the Leased Premises or any part thereof or
interest therein, including any one or more Related Premises"; (vi) "any of the
Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any
of the Improvements" shall mean "the Improvements or any part thereof or
interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or
any part thereof or interest therein"; and (ix) "any of the Adjoining Property"
shall mean "the Adjoining Property or any part thereof or interest therein".

                                      -41-
<PAGE>

                  (c) Any act which Landlord is permitted to perform under this
Lease may be performed at any time and from time to time by Landlord or any
person or entity designated by Landlord. Each appointment of Landlord as
attorney-in-fact for Tenant hereunder is irrevocable and coupled with an
interest. Landlord shall not unreasonably withhold or delay its consent,
approval or other determination, whenever such consent, approval or other
determination, is required under this Lease. Time is of the essence with respect
to the performance by the parties of their obligations under this Lease.

                  (d) Landlord shall in no event be construed for any purpose
to be a partner, joint venturer or associate of Tenant to any subtenant,
operator, concessionaire or licensee of Tenant with respect to any of the Leased
Premises or otherwise in the conduct of their respective businesses.

                  (e) This Lease and any documents, which may be executed by
Tenant on or about the effective date hereof at Landlord's request constitute
the entire agreement between the Parties and supersede all prior understandings
and agreements, whether written or oral, between the parties hereto relating to
the Leased Premises and the transactions provided for herein. Landlord and
Tenant are business entities having substantial experience with the subject
matter of this Lease and have each fully participated in the negotiation and
drafting of this Lease. Accordingly, this Lease shall be construed without
regard to the rule that ambiguities in a document are to be construed against
the drafter.

                  (f) This Lease may be modified amended, discharged or waived
only by an agreement in writing signed by the party against whom enforcement of
any such modification, amendment, discharge or waiver is sought.

                  (g) The covenants of this Lease shall run with the land and
bind Tenant, its successors and assigns and all present and subsequent
encumbrancers and subtenants of any of the Leased Premises, and shall inure to
the benefit of Landlord, its successors and assigns. If there is more than one
Tenant, the obligations of each shall be joint and several.

                  (h) If any one or more of the provisions contained in this
Lease shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

                  (i) All exhibits attached hereto are incorporated herein as
if fully set forth.

                  (j) Tenant is not, nor will Tenant become, a Person with whom
U.S. persons or entities are restricted from doing business under regulations of
the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury
(including those named on OFAC's Specially Designated and Blocked Persons list)
or under any statute, executive order (including the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental action
and Tenant not will engage in any dealings or transactions or be otherwise
associated with such persons or entities.

                  (k) Each of Landlord and Tenant hereby agree that the State of
New York has a substantial relationship to the parties and to the underlying
transaction embodied hereby, and in all respects (including, without limiting
the generality of the foregoing, matters of construction, validity and
performance) this Lease and the obligations arising hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to

                                      -42-
<PAGE>

contracts made and performed therein and all applicable law of the United
States of America; except that, at all times, the provisions for the creation of
the leasehold estate,enforcement of Landlord's rights and remedies with respect
to right of re-entry and repossession, surrender, delivery, ejectment,
dispossession, eviction or other in-rem proceeding or action regarding any
Related Premises pursuant to Paragraph 23 hereof shall be governed by and
construed according to the Laws of the State in which the applicable Related
Premises is located, it being understood that, to the fullest extent permitted
by law of such State, the Law of the State of New York shall govern the validity
and the enforceability of the Lease, and the obligations arising hereunder. To
the fullest extent permitted by law, Tenant hereby unconditionally and
irrevocably waives any claim to assert that the law of any other jurisdiction
governs this Lease. Any legal suit, action or proceeding against Tenant arising
out of or relating to this Lease may be instituted in any federal or state court
sitting in the County of New York. State of New York, and Tenant waives any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding in such County and State, and Tenant hereby expressly
and irrevocably submits to the jurisdiction of any such court in any suit action
or proceeding. Notwithstanding the foregoing, nothing herein shall prevent or
prohibit Landlord from instituting any suit, action or proceeding in any other
proper venue or jurisdiction in which Tenant is located or where service of
process can be effectuated.

                  (j) This Lease may be executed in a number of counterparts and
by different parties hereto in separate counterparts each of which, when so
executed, shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.

                                      -43-
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed under seal as of the day and year first above written.

                               LANDLORD:

                               PG(MULTI-16)L.P.,
                               a Delaware limited Partnership

                               By: PG (MULTI)QRS 16-7, Inc., its general
                               partner

                               By: /s/ Peter E. Kaplan
                                   ------------------------------------------
                               Name: Peter E. Kaplan
                               Title: Director

                               TENANT:

                               PLY GEM INDUSTRIES,INC.,
                               a Delaware corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: VICE PRESIDENT

                               GREAT LAKES WINDOW, INC.,
                               an Ohio corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

                               MWM HOLDING, INC.,
                               a Delaware corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>

                               MW MANUFACTURERS HOLDING
                               CORP.,
                               a Delaware Corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

                               MW MANUFACTURERS INC.,
                               a Delaware corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

                               NAPCO WINDOW SYSTEMS, INC.,
                               a Delaware corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

                               KROY BUILDING PRODUCTS, INC.,
                               a Delaware Corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

                               NAPCO, INC.,
                               a Delaware corporation,

                               By: /s/ Shawn K. Poe
                                   ------------------------------------------
                               Name: Shawn K. Poe
                               Title: Vice President

         SIGNATURE PAGE TO PLY GEM AMENDED &. RESTATED LEASE AGREEMENT
<PAGE>


                                                THERMAL-GARD, INC.,
                                                a Pennsylvania corporation

                                                By: /s/ Shawn K. Poe
                                                    ----------------------------
                                                Name: Shawn K. Poe
                                                Title: Vice President

                                                VARIFORM, INC.,
                                                a Missouri corporation

                                                By: /s/ Shawn K. Poe
                                                    ----------------------------
                                                Name: Shawn K. Poe
                                                Title: Vice President

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>

State of New York       )
                        )ss.
County of New York      )

            On March 28, 2005, before me, Victoria J. Reed personally appeared
Peter E. Kaplan personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons, or the entity, upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

                                           /s/ Victoria Joann Reed
                                               --------------------------------
                                               Signature of Notary

State of Missouri      )

                       )ss.                  VICTORIA JOANN REED
                                             NOTARY PUBLIC, STATE OF NEW YORK
County of Clay         )                     No. 01RE6095491
                                             QUALIFIED IN NEW YORK COUNTY
                                             MY COMMISSION EXPIRES JULY 14, 2007

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrumental the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal,

       MONICA A. DUNIVENT                  /s/ Monica A. Dunivent
       Notary Public - Notary Seal             ------------------------------
       STATE OF MISSOURI                       Signature of Notary
       Clay County
       My Commission Expires: Dec. 17, 2007

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shown K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

         MONICA A. DUNIVENT                      /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL                 ------------------------------
         STATE OF MISSOURI                           Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007


State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
Authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal,

         MONICA A. DUNIVENT                       /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL                      --------------------------
         STATE OF MISSOURI                            Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007


          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shown K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

         MONICA A. DUNIVENT                /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL           ------------------------------------
         STATE OF MISSOURI                     Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
Authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal,

         MONICA A. DUNIVENT                  /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL             -----------------------------------
         STATE OF MISSOURI                                   Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

         MONICA A. DUNIVENT                /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL           ------------------------------------
         STATE OF MISSOURI                     Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

         MONICA A. DUNIVENT                /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL           -----------------------------------
         STATE OF MISSOURI
            Clay County                                    Signature of Notary
My Commission Expires: Dec. 17, 2007

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>
Exhibit 10.16


State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature On the instrument the
persons,or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

         MONICA A. DUNIVENT                /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL           ----------------------------------
         STATE OF MISSOURI                     Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent personally appeared
Shawn K. Poe personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledge to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons, or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

         MONICA A. DUNIVENT                 /s/ Monica A. Dunivent
    NOTARY PUBLIC -- NOTARY SEAL            -----------------------------------
         STATE OF MISSOURI                                   Signature of Notary
            Clay County
My Commission Expires: Dec. 17, 2007

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT

<PAGE>

State of Missouri      )

                       )ss.

County of Clay         )

            On March 28, 2005, before me, Monica Dunivent, personally appeared
Shawn K. Poe, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the
persons,or the entity upon behalf of which the person acted, executed the
instrument.

      Witness my hand and official seal.

      MONICA A. DUNIVENT                   /s/ Monica A. Dunivent
      Notary Public - Notary Seal          ------------------------------------
      STATE OF MISSOURI                        Signature of Notary
      Clay County
      My Commission Expires: Dec. 17, 2007

          SIGNATURE PAGE TO PLY GEM AMENDED & RESTATED LEASE AGREEMENT
<PAGE>

                                                                       EXHIBIT A
                                    PREMISES

VIRGINIA

PARCEL 1:

ALL THAT certain real estate, wholly situate in the Town of Rocky Mount,
Franklin County, Virginia, and described as follows:

BEGINNING at Corner 1 on the southwesterly side of U.S. Highway Route 220 (50
ft. wide) at the north most corner of the Weaver Mirror Company, Inc., property
as shown on plat of survey of 37.84 acres, property of Vaughn Wood Products,
Inc., to be conveyed to U.S. Industries, Inc., by C.B. Malcolm and Son,
Engineers, dated March 17, 1969, said plat recorded in the Clerk's Office of the
Circuit Court of Franklin County in Deed Book 254, page 82: thence leaving
Corner 1 and with westerly lines of Weaver Minor Company Inc. property, S 46
degrees 50' W 67.00 feet to Corner 2, thence S 53 degrees 25' E 95.40 feet to
Corner 3: thence S 22 degrees 15' W 41.71 ft. to Corner 4; thence S 11 degrees
40' W 37.0 ft. to Corner 5; thence S 1 degree 00'E 145.50 feet to Corner 6;
thence S 87 degrees 50' E 14.00 feet to Corner 7 which is S 17 degrees W 7.3
feet from the southeast building corner of Weaver Mirror Company Inc., thence
with the southwest end of a roadway, S 55 degrees 00' E 18.0 ft. to Corner 8 on
the northwest side of the Norfolk and Western Railway Company right of way:
thence with the same S 35 degrees 51' W 168.68 ft. to an angle in said right of
way at Corner 9; thence with the northwesterly right of way of the Norfolk and
Western Railway Company (50 ft. northwesterly from and parallel with the
centerline of same, S 73 degrees 27' W passing the south side of a building on
the right of way line at 370.6 ft. and continuing northerly from the
southwesterly corner of same at 376.7 ft. and passing the west side of the
building on the right of way line at 376. ft. in all a total distance of 1732.32
to Corner 10; thence with a curved line to the left, whose radius is 1482.5 ft.,
and whose chord is S 67 degrees 09' W 325.36 ft. in all the are length of 326.02
ft. to Corner 11; thence continuing with the northwest side of the Norfolk and
Western Railway Company right of way (50 ft. northerly from and parallel with
the centerline of same) S 60 degrees 51' W passing the approximate center of an
8" sanitary sewer main at 333 ft. and passing the westerly end of concrete head
will at 338.88 ft., in all a total distance of 449.78 ft. to Corner 12; thence
leaving the Railway right of way and with outside lines of the 2.4 acre more or
less parcel described in Deed Book 250, page 209; N 3 degrees 41' E passing the
stream which flows from the culvert under the aforementioned concrete head wall
at approximately 85 ft. and passing the centerline of the sanitary sewer at
approximately 83 ft. and recrossing another stream at approximately 260 ft., in
all a total distance of 313.30 ft. to Corner 13 (which is slightly southwest of
the sanitary sewer main); thence N 85 degrees 19' E recrossing the last
mentioned stream at about 40 ft., in all a total distance of 289.49 ft. to
Corner 14; thence with the westerly line of the original 10.84 acre tract, N 19
degrees 05' W and continuing with a total distance of 556.04 ft. to Corner 15;
it being the northwest corner of the lot conveyed to Vaughn Wood Products, Inc.,
by General J. D. Rakes, et ux ., by Deed dated March 17,1969, of record in Deed
Book 254, page 51; thence with the southerly line of the lots conveyed to
General J.D. Rakes, by deeds of record in Deed Book 147, page 237, and Deed Book
254, page 53, N 69 degrees 11'E 150.00 ft. to Corner 16; thence N 19 degrees 05'
W 125.00 ft. to an old iron pin at Corner 17; thence with the southeasterly
lines of the 0.99 acre parcel of record in Deed Book 154, page 514, N 69 degrees
11'E 37.36 ft. to Corner 18; thence continuing with the same, N 62 degrees 50' E
242.5 ft. to Corner 19; thence with the J.B. Haley and O.R. Prillaman lot of
record in Deed Book 143, page 212 N 64 degrees 06' E 194.29 ft. to Corner 20;
thence with the westerly line of Block B. Clarke Addition Map of record in Map
Book 1, page 164, S 5 degrees 07' E, and crossing the westerly terminus of
Smithers Street (40 ft. wide), in all a total distance of 113.00 ft. to Corner
21; thence with the southerly side of Smithers Street; N 79 degrees 39' E
1040.18 ft. to an angle at Corner 22; thence

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 1

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continuing with the southeasterly side of Smithers Street, N 51 degrees 43' E
187.04 ft. to Corner 23; thence with the northeasterly lines of the 0.65 acre
portion of vacated Clark Addition, S 50 degrees 18' 20' E 103.33 ft. to an iron
pipe at Corner 24; thence N 51 degrees 44' 40" E 49.70 ft. to Corner 25; thence
S 39 degrees 48' 20' E 169.02 ft. to an old iron pipe at Corner 26; thence with
the northwest line of the 6.17 acre tract described in Deed Book 118, at page
589, N 50 degrees 46 "/z E 225.58 ft. to Corner 27; thence with the southwest
line of U.S. Highway Route 220, S 61 degrees 15' E 208.70 ft. the place of
BEGINNING.

VIRGINIA

PARCEL 2:

ALL that certain tract or pared of land lying and being in the Town of Rocky
Mount, Frankin County, Virginia, fronting on U.S. Highway No. 220. and on the
west side thereof, and between the roadway along the Franklin and Pittsylvania
right-of-way (now Norfolk and Western right-of-way) and the Norfolk and Western
siding, together with all buildings and equipment thereto belonging, and bounded
as follows:

BEGINNING at an iron stake on the West side of U.S. Highway No. 311 (now No.
220) and with the right of way of said Highway N 61 degrees 15' W 214.4 feet to
an iron; thence leaving the highway a new line with Balk Knob Furniture
Company's property (now the property of MW Manufactures, Inc.) S 46 degrees 50'
W 67 feet to an iron; thence S. 63 degrees 25' E 95.4 Feet to an iron; thence
running parallel or nearly so, with the Norfolk and Western siding S 14 degrees
15' W 42 feet to a point S 10 degrees 15' W 37 feet S 2 degrees 35' E 145.5 feet
to an iron on the roadways; thence with the roadway S 87 degrees 50' E 14 feet
to an iron (this point being 7.3 feet from the southwest comer of a building on
the property herein conveyed as it existed in July 1940); thence N 36 degrees E
272.6 feet to the point of BEGINNING.

Together with all the rights of Grantor to the use of a roadway and portions of
the Norfolk and Western right-of-way on the southeast side of said property, and
together with all appurtenances thereunto belonging.

                 EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE-2

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NEBRASKA

PARCEL 1:

Lot Two (2) in Replat of Block 1, in Alcan Subdivision to the City of York' York
County, Nebraska.

Parcel 2: Lot One (1), Block Two (2), in Alcan Subdivision to the City of York,
York County, Nebraska EXCEPT that portion taken by the State of Nebraska for
highway purposes as recorded in Book 36, Page 528 of York County Miscellaneous
records and more particularly described as follows:

Beginning at the Southeast corner of said Quarter section; thence Westerly along
the South line of said Quarter Section, a distance of 921.06 feet to the West
line of said Lot; thence Northerly along said line deflecting 89 degrees 59
minutes 52 seconds right a distance of 87.55 feet; thence Easterly deflecting 87
degrees 45 minutes 12 seconds right a distance of 921.63 feet to the East line
of said Quarter Section; thence Southerly along said line deflecting 92 degrees,
11 minutes, 02 seconds right a distance of 123.72 feet to the point of
beginning.

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 3
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WEST VIRGINIA

That certain tract or parcel of real estate, located about 546' southwest of W.
Va. Rte. 9 about 713' southeast of the intersection of W. Va. Sec, Rte, 9/13 and
W. Va. Sec. Rte. 9, situate, lying and being in Arden District, Berkeley County,
West Virginia, and described as follows:

Beginning at (264) a point in the southwesterly R/W line of Tract No. 7 and in
the line of the now or formerly Continental Clay Products Company tract; thence
with the Continental Clay tract the following courses: S 41 degrees 13' 05" W
402.106' to (166) a dinky rail S 26 degrees 17' 20" W 817.268' to (167) a dinky
rail S 31 degrees 39' 31" W 438.589' to (168) a dinky rail S 26 degrees 50'
07" W 347.776' to (169) a dinky rail S 26 degrees 50' 07" W 12.755' to (198) 4
point in the middle of Evans Run corner to the above mentioned Continental Clay
Company tract and in the line of the now or formerly Roscoe Rauch tract; thence
with the Rauch tract the following courses: N 69 degrees 45' 53" W 305.103' to
(200) a point in the middle of Evans Run; thence N 89 degrees 05' 12" W
464.456' to (201) an 8" diameter oak tree S 44 degrees 58' 21" W 486.051' to
(137) a wood fence post; thence S 42 degrees 35' 22" W 21.443' to (246) a point
in the eastern R/W line of W. Va. Sec. Rte. 9/13; thence with the R/W of W. Va.
Sec. Rte. 9/13 the following courses: N 19 degrees 40' 09" E 79.478' to (245) a
point S 70 degrees 19' 51" E 15.000' to (244) a point; thence with the R/W on a
curve to the right having a radius of 2009.430' and a chord of N 26 degrees 46'
00" E 496.558' to (241) a point; thence N 32 degrees 34' 56" E 200.00' to (235)
a point on the RAN and corner to the Asphalt Products Company Tract; thence with
the Asphalt Products Company tract the following course: S 57 degrees 16' 45" E
171.436' to (66) a point corner to the above mentioned Asphalt Products Company
tract and in the line of the Baltimore and Ohio Railroad Company R/W; thence
with the above mentioned R/W and Asphalt Products Company tract on a curve to
the left having a radius of 1507.948' and a chord of N 35 degrees 15'18" E
668.875' to (222) a point N 20 degrees 03' 22" E 146. 819' to (219) a point;
thence on a curve to the right having a radius of 2261.515' and a chord of N
34 degrees 46' 51" E 725.518' to (217) a point; thence, with the Baltimore &
Ohio Railroad, Asphalt Products Company in part and in part with the Beallair
Orchards, Inc. tract N 46 degrees 58' 29" E 987.020' to (271) a point in the
Baltimore and Ohio Railroad Company R/W; thence crossing the above mentioned R/W
the following course: S 43 degrees 01' 31" E 50.000' to (257) a point in the
westerly R/W of Tract No. 7 of the Baltimore and Ohio Railroad; thence with the
above said R/W the following courses: on a curve to the left having a radius of
328.289' and a chord of S 10 degrees 04' 21" W 201.634' to (265) a point;
thence S 12 degrees 13' 38" E 181.874' to (266) a point; thence on a curve to
the right having a radius of 373:481' and a chord of S 01 degrees 05' 31" E
152.728' to (264) the point of beginning containing 33.0408 acres and being
subject to easements of record and in existence, as shown on a plat of survey
dated November 4, 1985, of record in the office of the Clerk of the County
Commission of Berkeley County, West Virginia, in Plat Cabinet 2, Slide 119.

Together with the following described easements and rights of way:

(1)   A non-exclusive, right of way and easement for purposes of ingress and
egress and extension of utilities to the above described property over, under
and upon the hereinafter described parcel of real estate:

      That certain parcel of real estate, located on W. Va. Rte. 9 about 713'
southeast of the intersection of W. Va. Sec. Rte. 9/13 and W. Va. Rte. 9
situate, lying and being in Arden District, Berkeley County, West Virginia and
described as follows:

Beginning at (231) a point in the southwesterly R/W line of W. Va. Rte. 9 and
corner to the now or formerly Continental Clay Products Company tract; thence
with the Continental Clay tract the following course: S 41 degrees 13' 05" W
363.509' to (255) a point corner to the above mentioned Continental Clay
Products Company tract and Tract No. 7 of the Baltimore and Ohio Railroad
Company; thence with Tract No. 7 the following course: on a curve to the right
having a radius of 288.289' and a chord of N 49 degrees 26' 07" W 60.783' to
(261) a point corner to the above

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 4

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mentioned Tract No. 7 and in the line of the Continental Clay Products Company
tract; thence with the Continental Clay Products Company tract in part and in
part with the above mentioned Tract No. 7 the following course: N 31 degrees
02' 54" W 186.825' to (209) a point in the center line of Tract No. 7 and corner
to the Continental Clay Products Company tract; thence leaving the said
Continental Clay Products Company tract and crossing the Tract No. 7 of the
Baltimore and Ohio Railroad Company on a curve to the left and having a radius
of 65.769' and a chord of N 44 degrees 48' 01" W 31.270' to (291) a point in
the westerly R/W line of the above mentioned Tract No. 7; thence with the
westerly R/W line of Tract No. 7 the following course: on a curve to the right
having a radius of 328.289' and a chord of N 00 degrees 09' 01" E 33.269' to
(290) a point; thence crossing Tract No. 7 on a curve to the right having a
radius of 95.769' and chord of S 49 degrees 59' 55" E 62.202' to (288) a point
corner to the Jeff Petrucci tract; thence with the Petrucci tract the following
courses: S 32 degrees 05' 15" E 107.518' to (284) a point; thence on a curve to
the left having a radius of 76.762' and a chord of S 86 degrees 17' 33" E
121.782' to (283) a point; thence N 41 degrees 13' 05" E 248.148' to (277) a
point corner to Jeff Petrucci and in the southwesterly R/W line of W. Va. Rte.
9; thence with the southwesterly R/W line of Rte. 9 the following course: S
25 degrees 50' 55" E 32.575' to (231) the point of beginning containing 0.4982
acre and being subject to easements of record and in existence.

(2)   A construction right-of-way and construction easement (the "Construction
Easement") for the purpose of constructing and maintaining a water line in,
through, over, upon, under and across the following described real estate shown
on Drawing No. 3318-1 surveyed by P. C. DiMagno, Engineers & Surveyors, dated
November 4, 1985, recorded in the office of the Clerk of the County Commission
of Berkeley County, West Virginia, in Plat Cabinet 2, Slide 119, located on W.
Va. Rte. 9/13 about 600' southwest of the intersection of W. Va. Sec. Rte. 9/13
and W. Va. Rte. 9 situated in Arden District, Berkelet County, West Virginia,
bounded and described as follows:

Beginning at (55) a point corner to Beallair Orchards, Inc. tract, Asphalt
Products Company tract, and in the centerline of W. Va. Sec. Rte. 9/13; thence
with the above mentioned Beallair Orchard tract and the Asphalt Products Company
tract the following course: S 50 degrees 10' 49" E 248.000' to (54) a point
corner to the above mentioned Beallair Orchard tract, Asphalt Products Company
tract, and in the line of the Baltimore and Ohio Railroad R/W; thence with the
Baltimore and Ohio Railroad R/W and the Asphalt Products Company tract the
following courses: S 47 degrees 03' 11" W 20.160' to (275) a point in the above
mentioned railroad R/W and Asphalt Products Company; thence with the Asphalt
Products Company making a new line the following course: N 50 degrees 10' 49" W
246.143' to (273) a point in the centerline of W. Va. Sec. Rte. 9/13 and the
above mentioned Asphalt Products Company; thence with the Asphalt Products
Company and the centerline of W. Va. Sec. Rte. 9/13 the following course: N
41 degrees 46' 11" E 20.112' to (55) the point of beginning, containing 0.1134
acres.

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 5

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NORTH CAROLINA

ALL those certain tracts or parcels of land lying and being in the Town of Fair
Bluff, Fair Bluff Township, Columbus County, North Carolina, and being known as
the Glastron, Inc. tracts and being described in Deed Book 385 at Page 747, and
plat Book 40 at Page 18, records of Columbus County, North Carolina, and being
more particularly described as follows:

BEGINNING on an existing iron pipe on the East right of way of U.S. 76, said
pipe being the Southwest corner of the Ernest Strickland Lot, said pipe being
the Beginning corner of the second tract as described in Deed Book 385 at Page
747, records of Columbus County, North Carolina, said pipe being further located
South 2 degrees 26 minutes East 240.21 feet from a PK nail in the centerline of
the Croft Metals Access Road where said centerline intersects with the East
right of way of U.S. 76, said PK nail being the Southwest corner of the N.C.
National Guard Armory Lot as described in Deed Book 211 at Page 272, records of
Columbus County, North Carolina, proceed from said Beginning Point with the
South line of the aforesaid Earnest Strickland Lot South 86 degrees 27 minutes
45 seconds East 209.37 feet to an existing pipe, the Southeast corner of said
lot; thence North 2 degrees 17 minutes West 209.85 feet to an iron the Northeast
corner of said lot; thence with the South right of way of the aforesaid Croft
Metals Access Road on Street South 86 degrees 30 minutes 46 seconds East 762.54
feet to an existing pipe; thence South 4 degrees 7 minutes 33 seconds East
210.70 feet to an existing pipe; thence South 86 degrees 28 minutes 22 seconds
East 886.50 feet to an existing pipe; thence South 2 degrees 35 minutes East
735.23 feet to an iron in the centerline of an old road known as the New Cut
Road or Old Bay Road; thence with the centerline of said road South 33 degrees
00 minutes 30 second West 112.63 feet to an existing pipe in the centerline of
said road; thence North 86 degrees 29 minutes 26 seconds West 1074.34 feet to an
existing pipe; thence North 86 degrees 57 minutes 38 seconds West 435.64 feet to
an existing iron thence North 2 degrees 26 minutes 35 seconds West 150.45 feet
to an existing iron; thence North 86 degrees 51 minutes 35 seconds West 290.09
feet to an iron on the East right of way of U.S. 76; thence with the East right
of way of U.S. 76 North 2 degrees 30 minutes 08 seconds West 688.84 feet to the
Point of Beginning and containing 38.17 acres.

Also a perpetual easement with right of ingress and egress over the 30 foot
strip lying North of the tract above described and being more particularly
described as follows:

BEGINNING on a PK nail in the centerline of the Croft Metals Access Road, said
PK nail being the Southwest corner of the N.C. National Guard Armory Lot as
recorded in Deed Book 211 at Page 272, records of Columbus County, North
Carolina, proceed from said Beginning Point with the centerline of the aforesaid
Croft Metals Access Road South 86 degrees 29 minutes East 971.72 feet to an
existing pipe; thence South 3 degrees 55 minutes 44 seconds East 30.07 feet to
an existing pipe the Northeast corner of the above described tract; thence with
the North line of said tract North 86 degrees 30 minutes 46 seconds West 762.54
feet to an iron, the Northwest corner of the aforesaid above described tract;
thence North 86 degrees 23 minutes West 209.97 feet to an existing pipe on the
East right of way of U.S. 76; thence with the East right of way of U.S. 76 North
2 degrees 26 minutes West 30 feet to the Point of Beginning. See copy of map
entitled, "Plat for Amerimark Building Products, Inc. including General Electric
Capital Corporation as agent, and Commonwealth Land Title Insurance Company,"
prepared by Billy M. Duncan, Registered Land Surveyor, bearing date of December
2, 1993 of which this is a part of and is incorporated by reference for more
clarity and particularity of description.

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 6

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OHIO

PARCEL I:

Part of the South 1/2 of the southeast 1/4 of Section 24, Town 3, United States
Reserve, Perrysburg Township, Wood County, Ohio, bounded and described as
follows:

Commencing at the northeast corner of the southeast 1/4 of said section 24;
thence 00 degrees, 56 minutes, 21 seconds east along the east line of the
southeast 1/4 of said Section 24, a distance of 2017.90 feet to the point of
beginning; said point also being the intersection of the centerline of
Reuthinger Road and the east line of the southeast 1/4 of said Section 24;
thence south 89 degrees, 31 minutes, 17 seconds west along the centerline of
Reuthinger Road, a distance of 675.63 feet to a point; thence south 00 degrees,
56 minutes, 21 seconds east a distance of 643.40 feet to a point on the
northerly right of way line of the Toledo Terminal Railroad; thence north 89
degrees, 45 minutes, 00 seconds east along the northerly line of the Toledo
Terminal Railroad, a distance of 675.66 feet to a point on the east line of the
Southeast 1/4 of said section 24; thence north 00 degrees, 56 minutes, 21
seconds west along the east line of the southeast 1/4 of said section 24, a
distance of 646.10 feet to the point of beginning; containing ten and zero
hundredths (10.00) acres of land, more or less. Subject to legal highways.

OHIO

PARCEL II:

A parcel of land being part of the south 1/2 of the southeast 1/4 of Section 24,
Town 3, United States Reserve, Perrysburg Township, Wood County, Ohio, and being
more particularly described as follows:

Commencing at the northeast corner of the southeast 1/4 of said Section 24;
thence South 00 degrees, 56 minutes, 21 seconds east along the east line of the
Southeast 1/4 of said Section 24, said line also being the center line of Tracy
Road, a distance of 2017.90 feet to the intersection of the center line of
Reuthinger Road and the east line of the Southeast 1/4 of said section 24;
thence South 89 degrees, 31 minutes, 17 seconds west along the center line of
Reuthinger Road, a distance of 675.63 feet to a point; thence south 00 degrees,
56 minutes, 21 seconds east a distance of 209.00 feet to the True Point of
Beginning thence south 89 degrees, 45 minutes, 00 seconds west a distance of
150.00 feet to a point; thence south 00 degrees, 56 minutes, 21 seconds east a
distance of 434.40 feet to point on the northerly right of way line of the
Toledo Terminal Railroad; thence North 89 degrees, 45 minutes, 00 seconds east
along the northerly line of the Toledo Terminal Railroad, a distance of 150.00
feet to a point; thence North 00 degrees, 56 minutes, 21 seconds west a distance
of 434.40 feet to the True Point of Beginning.

Containing 65,159 square feet, which is equal to one and four hundred ninety-six
thousandths (1.496) acres of land, more or less. Subject, however, to all legal
highways and easements of record.

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 7

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MISSOURI

ALL THAT PART OF THE SOUTHEAST QUARTER OF SECTION 27, TOWNSHIP 53, RANGE 31,
CLAY COUNTY, MISSOURI DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF
INTERSECTION OF THE NORTH LINE OF SAID QUARTER SECTION AND THE WEST LINE OF THE
RIGHT-OF-WAY OF THE CHICAGO, BURLINGTON AND QUINCY RAILROAD, SAID POINT BEING
NORTH 89 DEGREES 24 MINUTES 49 SECONDS WEST A DISTANCE OF 1394.76 FEET FROM THE
NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 0 DEGREES 27 MINUTES 07
SECONDS EAST ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 657.77 FEET; THENCE
NORTH 89 DEGREES 24 MINUTES 49 SECONDS WEST AND PARALLEL TO THE NORTH LINE OF
SAID QUARTER SECTION, A DISTANCE OF 802.47 FEET TO A POINT 60.0 FEET, MEASURED
AT RIGHT ANGLES FROM THE EASTERLY LINE OF THE RIGHT-OF-WAY OF INTERSTATE ROUTE

35; THENCE NORTH 22 DEGREES 47 MINUTES 00 SECONDS EAST AND PARALLEL TO THE
RIGHT-OF-WAY OF SAID INTERSTATE ROUTE 35, A DISTANCE OF 710.30 FEET TO A POINT
ON THE NORTH LINE OF SAID QUARTER SECTION; THENCE SOUTH 89 DEGREES 24 MINUTES 49
SECONDS EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION A DISTANCE OF 522.21
FEET TO THE POINT OF BEGINNING.

               EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 8

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PENNSYLVANIA

PREMISES A:

All that certain lot or piece of ground situate in the Township of Middlesex,
County of Butler and Commonwealth of Pennsylvania, bounded and described as
follows:

Beginning at a point, which point is the Southeast corner of the tract herein
described and which said beginning point is determined as follows: Beginning at
the center line of Pennsylvania Traffic Route No. 8, at its intersection with
McFann Road (T-485); thence by the center line of McFann Road North
80 degrees 24' West, a distance of 221.05 feet; thence continuing by the center
line of McFann Road, North 81 degrees 11'20" West a distance of 465 feet to a
point; thence continuing by the center line of said road North 81 degrees 28'
West, a distance of 266 feet to a point; thence North 08 degrees 32' East a
distance, of 16.50 feet to a point on the North right of way line of McFann Road
(T-485), being the place of beginning and being the Southeast corner of the
tract herein described; thence by the North right of way line of McFann Road
North 81 degrees 28' West, a distance of 800.0 feet to a point on line of lands
of Sarah J. Ferree and Roy E. Ferree, her husband; thence continuing by the same
the following courses and distances; North 8 degrees 32' East, a distance of 550
feet to a point: South 81 degrees 28' East a distance of 800 feet to a point
South 8 degrees 32' West, a distance of 550 feet to a point on the North right
of way line of McFann Road, the place of beginning. And containing 10.10 acres
as per plot and survey of Lucas Engineering Company under date of January, 1966.

Being designated as Tax Parcel No. 230-2F92-14G in the Tax Assessment Office of
Butler County. Pennsylvania.

PENNSYLVANIA

PREMISES B:

All that certain lot or piece of ground situate in the Township of Middlesex,
County of Butler and Commonwealth of Pennsylvania, bounded and described as
follows:

Beginning at a point, which point is the Southeast corner of the tract herein
described and which said beginning point is determined as follows: Beginning at
the center line of Pennsylvania Traffic Route No. 8, at its intersection with
McFann Road (T-485); thence by the center line of McFann Road, North 80 degrees
24' West a distance of 221.05 feet; thence continuing by the center line of
McFann Road, North 81 degrees 11' 20" West a distance of 325 feet to a point;
thence continuing by the centerline of McFann Road North 80 degrees 43' 37" West
a distance of 138.48 feet to a point; thence continuing by the center line of
said road, North 81 degrees 28' West a distance of 50.22 feet to a point; thence
North 3 degrees 13' East a distance of 16.57 feet to a point on the North right
of way line of McFann Road (T-485), being the place of beginning and being the
Southeast corner of the tract herein described; thence by the North right of way
line of McFann Road, North 81 degrees 28' West a distance of 214.24 feet to a
point on line of other lands of the party of the second part herein; thence
continuing by the same and by other lands of the parties of the first part
herein the following courses and distances: North 8 degrees 32' East a distance
of 550 feet to a point; South 81 degrees 28' East a distance of 163.06 feet to a
point; South 3 degrees 13' West 552.38 feet to a point on the North right of way
line of McFann Road, the place of beginning. Containing 2.38 acres more or less.

Being designated as Tax Parcel No. 230-2F92-14K in the Tax Assessment Office of
Butler County, Pennsylvania.

                EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 9

<PAGE>

PENNSYLVANIA

PREMISES C:

All that certain lot or piece of ground situate in the Township of Middlesex,
County of Butler and Commonwealth of Pennsylvania, bounded and described as
follows:

Beginning at a point, said point being the Southwest corner of property conveyed
to Napco. Inc, in Deed Book Volume 879, page 6, dated July 13, 1967; thence
along line of Napco, Inc. North 8 degrees 32' East 550.00 feet to a point on
lands of R. Ferree; thence along lands of R. Ferree North 81 degrees 28' West
15.00 feet to a point: thence along lands of R. Ferree South 8 degrees 32' West
556.07 feet to a point on the North right of way line of Township Road, T-485,
McFann Road; thence along North right of way line of T-485, McFann Road North
76 degrees 30' East 16.18 feet to a point the place of beginning. Containing .19
of an acre as per survey of Lucas Engineering Co. & Associates, dated September
22, 1972.

Being designated as Tax Parcel No. 230-2F92-14M in the Tax Assessment Office of
Butler County, Pennsylvania.

BEING as to Premises "A", the same premises which John M, Wolf and Gene G, Wolf,
husband and wife by Deed dated 7/13/1967 and recorded 7/17/1967 in Butler County
in Deed Book 879 page 6 granted and conveyed unto National Aluminum Products
Company, a Pennsylvania corporation, in fee, and the said National Aluminum
Parls Co. and National Amodizing Products Company and Napco Inc., by merger into
National Aluminum Products Co., which name is changed to Napco, Incorporated, a
Pennsylvania corporation.

BEING as to Premises "B", the same premises which Sarah J. Ferree and Roy E.
Ferree, wife and husband by Deed dated 8/6/1970 and recorded 8/30/1970 in Butler
County in Record Book 922 page 663 granted and conveyed unto National Aluminum
Products Co., a Pennsylvania corporation, and the said National Aluminum Parts
Co. and National Amodizing Products Company and Napco Inc., by merger into
National Aluminum Products Co., which name is changed to Napco, Incorporated, a
Pennsylvania a corporation.

BEING as to Premises "C". the same premises which Sarah J. Ferree and Roy E.
Ferree, wife and husband by Deed dated 10/6/1972 and recorded 10/19/1972 in
Record Book 958 page 363 granted and conveyed unto Napco, Incorporated, a
Pennsylvania corporation.

               EXHIBIT A TO PLY GEM AMENDED & RESTATED LEASE - 10

<PAGE>

                                                                       EXHIBIT B

                             MACHINERY AND EQUIPMENT

All fixtures, machinery, apparatus, equipment, fittings and appliances of every
kind and nature whatsoever now or hereafter affixed or attached to or installed
in any of the Leased Premises (except as hereafter provided), including all
electrical, anti-pollution, heating lighting (including hanging fluorescent
lighting), incinerating, power, air cooling, air conditioning, humidification,
sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and
ventilating systems devices and machinery and all engines, pipes, pumps, tanks
(including exchange tanks and fuel storage tanks), motors, conduits, ducts,
steam circulation coils, blowers, steam lines, compressors, oil burners,
boilers, doors, windows, loading platforms, lavatory facilities, stairwells,
fencing (including cyclone fencing), passenger and freight elevators, overhead
cranes and garage units, together with all additions thereto, substitutions
therefor and replacements thereof required or permitted by this Lease, but
excluding all Tenant's Equipment.

                EXHIBIT B TO PLY GEM AMENDED & RESTATED LEASE - 1

<PAGE>
                                                                       EXHIBIT C

                             PERMITTED ENCUMBRANCES

ROCKY MOUNT, VIRGINIA
---------------------


1. Real estate taxes and assessments for the year 2004 and subsequent years, a
lien not yet due and payable.

2. Easement granted to Appalachian Electric Power Company dated March 28, 1945
recorded in Deed Book 103, page 366.

3. Easement granted to Appalachian Electric Power Company dated February 9,
1954 recorded in Deed Book 127, page 442.

4. Easement granted to the Town of Rocky Mount, Virginia dated November 15,
1966 recorded in Deed Book 234, Page 186.

5. Easement granted to the Commonwealth of Virginia dated February 6, 1969
recorded in Deed Book 253, Page 58.

6. Easement granted to the Town of Rocky Mount dated August 22, 1973
recorded in Deed Book 291, Page 362.

7. Easement granted to Appalachian Power Company dated November 26, 1979
recorded in Deed Book 356, page 936.

8. Easement granted to Appalachian Power Company dated October 21, 1987 in Deed
Book 424, Page 785.

9. Easement granted to Appalachian Power Company dated March 30, 1990 recorded
in Deed Book 467, Page 1294.

10. Easement granted to Appalachian Power Company dated July 20, 1989 recorded
in Deed Book 463, Page 143.

11. Easement granted to Appalachian Power Company dated March 21, 1995 recorded
in Deed Book 569, Page 528.

12. Notice of Use Limitations made by MW Manufacturers, Inc. dated April 19,
2002 in Deed Book 739, Page 1765.



<PAGE>
                                                                       EXHIBIT C

YORK, NEBRASKA
--------------

1. Real Estate taxes and assessments for the year 2004 and subsequent years, a
lien not yet due and payable.

2. Easement to Electric Lines to Consumers Public Power District recorded
September 18, 1953 in Book 144, Page 321.

3. Easements and restrictions reserved and shown in the Plat and Dedication of
Alcan Subdivision recorded August 29, 1990 in Book 165, Page 585; and Replat of
Block 1, Alcan Subdivision recorded September 24, 1998 in Book 179, Page 200.

4. Limitations to Ingress and Egress as set forth in Return of Appraisers
recorded November 1, 1995 in Book 36, Page 528.

5. Rights, if any, of the railroad company servicing the railroad spur tract #25
located on the subject premises, in and to the ties, rails and other properties
constituting said railroad spur tract #25 or in and to the use thereof, and also
rights of others thereto entitled in and to the use thereof.

6. Subject property chain link fence encroachment onto City right of way,
highway right of way and adjoining property as shown on ALTA/ACSM Survey
prepared by Bock and Clark's National Surveyors Network dated January 23, 2004,
Project 20040011-4 (the "Survey").

7. Encroachment of shed onto building setback as shown on the Survey.

8. Encroachment of adjoining property drive onto subject premises as shown on
the Survey.

<PAGE>
                                                                     EXHIBIT C
MARTINSBURG, WEST VIRGINIA


1. Real estate taxes and assessments for the year 2005 and subsequent years, a
lien not yet due and payable.

2. Easement granted to Shenandoah Gas Co. by instrument dated February 24, 1955
recorded in Deed Book 199, Page 202.

3. Terms and conditions contained in deed dated February 17, 1987 from The
Baltimore and Ohio Railroad Company to Variform, Inc. recorded in Deed Book
413, Page 424.

4. Gas lines as shown on plat by P.C. DiMagno, Engineers-Surveyors, dated
November 4, 1985 and set forth in Surveyor's Report P.C. DiMagno dated November
4, 1985 (the "DiMagno Survey").

5. Easement granted to Potomac Edison Company by instrument dated October 20,
1986 recorded in Deed Book 408, Page 27.

6. Gas lines, water lines and power lines as shown on DiMagno Survey.

7. Easement granted to Shenandoah Gas Co. by instrument dated February 22, 1989
recorded in Deed Book 445, Page 611.

8. Easements granted to Shenandoah Gas Co. by instruments dated June 15, 1995
and June 5, 1995 recorded in Deed Book 554, Page 66 and 69.

9. Easements granted to Shenandoah Gas Co. by instruments dated July 21, 1994
recorded respectively in Deed Book 558, Page 291 and 293.

10. Easement granted to E.D. Rauch by instrument dated December 10, 1909
recorded in Deed Book 121, Page 303.

11. Easement granted to Shenandoah Gas Co. by instrument dated July 8, 1957
recorded in Deed Book 207, page 461.

12. Easement granted to Continental Clay Products Company, a corporation by
instrument dated February 21, 1967 recorded in Deed Book 232, Page 484.

13. Rights of others thereto entitled in and to the continued uninterrupted
flow of Evans Runs, as shown on DiMagno Survey.

APPLICABLE TO WATER LINE EASEMENT ONLY:

14. Terms and conditions of right of way and easement agreement between John J.
    Skelly et al t/d/b/a Asphalt Products Company and spouses, and Variform,
    Inc. dated July 8, 1986 and recorded in Deed Book 404, Page 183.

15. Waiver and release of damages set forth in deed dated March 31, 1969 from
Martin Marietta Corporation to John J. Skelly et al recorded in Deed Book 240,
Page 559.
<PAGE>

                                                                       EXHIBIT C

FAIR BLUFF, NORTH CAROLINA

1. Real estate taxes and assessments for the year 2004 and subsequent years, a
lien not yet due and payable.

2. The effect of a map recorded in Plat Book 40 at Page 18.

                EXHIBIT C TO PLY GEM AMENDED & RESTATED LEASE - 4

<PAGE>
                                                                   EXHIBIT C
PERRYSBURG, OHIO

1. Real estate taxes and assessments for the year 2004 and subsequent, a
lien not yet due and payable.

2. Easement granted to The Ohio Fuel Company by instrument recorded in Volume
310 of Deeds, page 55; assigned of record to Columbia Gas of Ohio, Inc. by
instrument recorded in Volume 426 of Deeds, page 162.

3. Easement Agreement by instrument recorded in Volume 508 of Deeds, page 34;
assigned of record to The Wood County Regional Water and Sewer District by
instrument recorded in Volume 683 of Deeds, page 935. (affects Parcel I)

4. Easement granted to the Board of Wood County Commissioners, Wood County,
Ohio, by instrument recorded in Volume 509 of Deeds, Page 443; assigned of
record to The Wood County Regional Water and Sewer District by
instrument recorded in Volume 683 of Deeds, page 935. (affects Parcel I)

5. Right of Way granted to Columbia Gas of Ohio, Inc. by instrument recorded
in Volume 597 of Deeds, page 613. (affects Parcel I)

6. Easement granted to The Toledo Edison Company by instrument recorded in
Volume 597 of Deeds, page 740. (affects Parcel I)

7. Easement granted to The Toledo Edison Company by instrument recorded in
Volume 600 of Deeds, page 236. (affects Parcel II)

8. Restriction in Deed to PlyGem Industries recorded in Volume 711 of Deeds,
Page 111 as follows: The above described property cannot be sold separately and
independently of property, Wood County Recorder's Office, Volume 616, Page 256,
without prior Wood County Planning Commission approval. (affects Parcel II)

9. Encroachment of building into 40 foot building setback at southerly property
line, and encroachment of building into 60 foot building setback at
southeasterly property line as shown on survey by Bock & Clark Corporation,
Project No. 1200400042, dated January 22, 2004. (affects Parcel I)


<PAGE>
                                                                       EXHIBIT C

KEARNEY, MISSOURI
-----------------

1. Real Estate taxes and assessments for the year 2004 and subsequent years, a
lien not yet due and payable.

2. An easement for sewer recorded as Document No. F2158 in Book 1602 at Page 630
of Official Records.

3. An easement for water line in document recorded as Document No. L48178 in
Book 2162 at Page 900 of Official Records.

4. An easement for right of way granted to Platte-Clay Electric Cooperative,
Inc. in document recorded as Document No. P42772 in Book 2984 at Page 343 of
Official Records.

5. Rights, if any, claimed by owner of property adjoining on the southeast to
that part of subject premises enclosed within a chain link fence as shown on
Survey dated January 23, 2004, last revised February 2, 2004 by Whitehead
Consultants, Inc. and Bock & Clark Corporation as Network Project No.
20040011-8 (the "Survey").

6. Encroachment by the building, refrigeration machine and pad over a portion
of the premises adjoining on the east as shown on the Survey.

<PAGE>

                                                                       EXHIBIT C

VALENCIA, PENNSYLVANIA

1. Real estate taxes and assessments for the year 2005 and subsequent years, a
lien not yet due and payable.

2. Right of way granted to T.W. Phillips Gas and Oil Company dated February 18,
1987 and recorded in Record Book 1359, page 834.

3. Matters disclosed on ALTA/ACSM Land Title Survey dated January 19, 2004,
revised February 11, 2004 prepared by Book & Clark Corporation:

      a. Gap between Premises A and Premises B of variable distances

      b. Subject property's building violates current building line requirement
      by 43.93' and 25.33'

      c. side and rear setback lines

      d. Discrepancies of an overlap in boundaries of subject property and
      adjoiner's property along eastern, western and southern portions of
      Property

      e. stream traverses subject property and adjoiner's property at southwest
      Corner

      f. fence traverses subject property and adjoiner's property at southwest
      corner; and

      g. utility poles shown.

                EXHIBIT C TO PLY GEM AMENDED & RESTATED LEASE - 7

<PAGE>

                                                                       EXHIBIT D
                               BASIC RENT PAYMENTS

      1. Basic Rent. (a) Initial Term. Subject to the adjustments provided for
in Paragraphs 2, 3 and 4 below, Basic Rent payable in respect of the Initial
Term shall be $2,980,575 per annum, payable quarterly in advance on each Basic
Rent Payment Date, in equal installments of $745,143.75.

            (b) Renewal Term. Annual Basic Rent for the first year of each
Renewal Term shall be an amount equal to the Fair Market Rental Value as of the
first day of the applicable Renewal Term, as determined in accordance with
Paragraph 29 of this Lease, shall be payable in equal quarterly installments and
shall be subject to the adjustments provided for in Paragraphs 2, 3 and 4 below.

      2. CPI Adjustments to Basic Rent. The Basic Rent shall be subject to
adjustment, in the manner hereinafter set forth for increases in the index known
as United States Department of Labor, Bureau of Labor Statistics, Consumer Price
Index. All Urban Consumers. United States City Average. All Items, (1982-84=100)
("CPI") or the successor index that most closely approximates the CPI. If the
CPI shall be discontinued with no successor or comparable successor index,
Landlord and Tenant shall attempt to agree upon a substitute index or formula,
but if they are unable to so agree, then the matter shall be determined by
arbitration in accordance with the rules of the American Arbitration Association
then prevailing in New York City. Any decision or award resulting from such
arbitration shall be final and binding upon Landlord and Tenant and judgment
thereon may be entered in any court of competent jurisdiction. In no event will
the Basic Rent as adjusted by the CPI adjustment be less than the Basic Rent in
effect for the one (1) year period immediately preceding such adjustment.

      3. Effective Dates of CPI Adjustments. Basic Rent shall not be adjusted to
reflect changes in the CPI until September 25, 2005 (the "First Basic Rent
Adjustment Date"). As of the First Basic Rent Adjustment Date and on each
anniversary of the First Basic Rent Adjustment Date thereafter during the
Initial Term and as of the first (1st) anniversary of the first full Basic Rent
payment date of each exercised Renewal Term (each, a "First Basic Rent Renewal
Adjustment Date") and on each anniversary of the First Basic Rent Renewal
Adjustment Date thereafter during such Renewal Term (each such date being
hereinafter referred to as a "Basic Rent Adjustment Date"). Basic Rent shall be
adjusted to reflect increases in the CPI over the CPI used to calculate the most
recent increase in Basic Rent (or, with respect to the first Basic Rent
Adjustment Date during the Initial Term or any Renewal Term, such increases
shall he measured against the CPI as of the first payment date during the
Initial Term or such Renewal Term, as the case may be).

      4. Method of Adjustment for CPI Adjustment.

            (a) As of each Basic Rent Adjustment Date when the average CPI
determined in clause (i) below exceeds the Beginning CPI (as defined in this
Paragraph 4(a)), the Basic Rent in effect immediately prior to the applicable
Basic Rent Adjustment Date shall be multiplied by a fraction, the numerator of
which shall be the difference between (i) the average CPI for the three (3) most
recent calendar months (the "Prior Months") ending prior to such Basic Rent
Adjustment Date for which the CPI has been published on or before the
forty-fifth (45th) day preceding such Basic Rent Adjustment Date and (ii) the
Beginning CPI, and the denominator of which shall be the Beginning CPI. The
product of such multiplication shall be added to the Basic Rent in effect
immediately prior to such Basic Rent Adjustment Date. As used herein. "Beginning
CPI" shall mean the average CPI for the three (3) calendar months corresponding
to the Prior Months, but occurring immediately prior to the effective date of
the

                 EXHIBIT D TO PLY GEM AMENDED & RESTATED LEASE - 1

<PAGE>


most recent increase in Basic Rent (or, with respect to the first Basic Rent
Adjustment Date during the Initial Term or any Renewal Term, occurring
immediately prior to the first payment date during the Initial Term or such
Renewal Term, as the case may be). If the average CPI determined in clause (i)
is the same or less than the Beginning CPI, the Basic Rent will remain the same
for the ensuing one (1) year period and the Beginning CPI for the adjustment
(but not any subsequent adjustment) occurring at the end of such ensuing one (1)
year period shall continue to be such Beginning CPI. By way of example and for
purposes of clarification, if Basic Rent was $1 and CPI increased by -5%, 3%,
and 2%, respectively, over three years, then annual rent for those three years
would be $1, $1 and $1.02, respectively. As a further example, if Basic Rent was
$1 and CPI increased by -5%, 6%, and 2%, respectively, over three years, then
annual rent for those three years would be $1, $1.007, and $1.02714,
respectively.

            (b) Effective as of a given Basic Rent Adjustment Date, Basic Rent
payable under this Lease until the next succeeding Basic Rent Adjustment Date
shall be the Basic Rent in effect after the adjustment provided for as of such
Basic Rent Adjustment Date.

            (c) Notice of the new annual Basic Rent shall be delivered to Tenant
on or before the tenth (10th) day preceding each Basic Rent Adjustment Date, but
any failure to do so by Landlord shall not be or be deemed to be a waiver by
Landlord of Landlord's rights to collect such sums. Tenant shall pay to
Landlord, within ten (10) Business Days after a notice of the new annual Basic
Rent is delivered to Tenant all amounts due from Tenant, but unpaid, because the
stated amount as set forth above was not delivered to Tenant at least ten (10)
Business Days preceding the Basic Rent Adjustment Date in question.

                EXHIBIT D TO PLY GEM AMENDED & RESTATED LEASE - 2

<PAGE>

                                                                       EXHIBIT E
                                ACQUISITION COST

<TABLE>
<S>                                                      <C>
Kearney, MO                                              $ 5,095,135.00
Fair Bluff, NC                                           $ 1,503,686.00
York, NE                                                 $ 1,864,074.00
Toledo, OH                                               $ 6,685,000.00
Valencia, PA                                             $ 3,728,148.00
Rocky Mount, VA                                          $ 5,977,464.00
Martinsburg, WV                                          $ 5,716,493.00
                                                         --------------
                                                         $30,570,000.00
                                                         ==============
</TABLE>

                EXHIBIT E TO PLY GEM AMENDED & RESTATED LEASE -1

<PAGE>

                                                                       EXHIBIT F

                  PREMISES PERCENTAGE ALLOCATION OF BASIC RENT

<TABLE>
<S>                                                              <C>
Kearney, MO                                                       16.67%
Fair Bluff, NC                                                     4.92%
York,NE                                                            6.10%
Toledo, OH                                                        21.87%
Valencia, PA                                                      12.20%
Rocky Mount, VA                                                   19.55%
Martinsburg, WV                                                   18.70%
                                                                 ------
                                                                 100.00%
                                                                 ======
</TABLE>

If any Related Premises ceases to be subject to this lease, the percentage shown
on this Exhibit F for each of the Related Premises which remains subject to this
Lease shall be adjusted proportionately so that the total of such percentages
shall be 100%.

                EXHIBIT F TO PLY GEM AMENDED & RESTATED LEASE - 1
<PAGE>
                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

                      FORM OF SUBORDINATION, ATTORNMENT AND

                           NON-DISTURBANCE AGREEMENT*

RECORDING REQUESTED BY AND

AFTER RECORDING, RETURN TO:

GMAC Commercial Mortgage Corporation

      200 Witmer Road

      Horsham, PA 19044-8015

Attn: Servicing - Executive Vice President

      ---------------------------------------------------------------------
                SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

                         SUBORDINATION, NON-DISTURBANCE

                            AND ATTORNMENT AGREEMENT

      This Subordination, Non-Disturbance and Attornment Agreement
("AGREEMENT"), is made as of this _______ day of _____________________________,
200__ among GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation
("LENDER"), _________________________________________________________,
a _________________("LANDLORD"), and _____________________________________,
a _____________________________________("TENANT").

                                   BACKGROUND

      A. Lender has agreed to make a loan to Landlord in the original principal
amount $_____________________("LOAN"), which will be secured by a mortgage, deed
of trust or similar

*     To be in recordable form.

               EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 1

<PAGE>

                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

security instrument (either, "SECURITY INSTRUMENT") on Landlord's property
described more particularly on Exhibit A attached hereto ("PROPERTY").

      B. Tenant is the present lessee under that certain lease agreement between
Landlord and Tenant dated _____________________________, as thereafter modified
and supplemented ("LEASE"), demising a portion of the Property described more
particularly in the Lease ("LEASED SPACE").

      C. A requirement of the Loan is that Tenant's Lease be subordinated to the
Security Instrument. Landlord has requested Tenant to so subordinate the Lease
in exchange for Lender's agreement not to disturb Tenant's possession of the
Leased Space upon the conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises of this Agreement,
and intending to be legally bound hereby, the parties hereto agree as follows:

      1. Subordination. Tenant agrees that the Lease, and all estates, options
and rights created under the Lease, hereby are subordinated and made subject to
the lien and effect of the Security Instrument, as if the Security Instrument
had been executed and recorded prior to the Lease.

      2. Nondisturbance. Lender agrees that no foreclosure (whether judicial of
nonjudicial), deed-in-lieu of foreclosure, or other sale of the Property in
connection with enforcement of the Security Instrument or otherwise in
satisfaction of the Loan shall operate to terminate the Lease or Tenant's rights
thereunder, except as set forth in Section 3 below provided, however, that (a)
the term of the Lease has commenced, (b) Tenant is in possession of the Leased
Space, and (c) the Lease is in full force and effect and no uncured Event of
Default (as defined therein) exists, under the Lease, taking into account, with
respect to a Permitted Leasehold Mortgagee (as defined in the Lease), the period
for a Permitted Leasehold Mortgagee to exercise its cure rights with respect to
such default under Section 35 of the Lease.

      3. Attornment. Tenant agrees to attorn to and recognize as its landlord
under the Lease each party acquiring legal title to the Property by foreclosure
(whether judicial or nonjudicial) of the Security Instrument, deed-in-lieu of
foreclosure, or other sale in connection with enforcement of the Security
Instrument or otherwise in satisfaction of the Loan ("Successor Owner"),
Provided that the conditions set forth in Section 2 above are met at the time
Successor Owner becomes owner of the Property, Successor Owner shall perform all
obligations of the landlord under the Lease arising from and after the date
title to the Property is transferred to Successor Owner. In no event, however,
will any Successor Owner be: (a) liable for any default, act or omission of any
prior landlord under the Lease; (b) subject to any offset or defense which
Tenant may have against any prior landlord under the Lease; (c) bound by any
payment of rent

              EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 2

<PAGE>

                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

or additional rent made by Tenant to Landlord more than 30 days in advance of
its due date under the Lease: (d) bound by any modification or supplement to the
Lease, or waiver of Lease terms, made without Lender's written consent thereto;
(c) liable for the return of any security deposit or other prepaid charge paid
by Tenant under the Lease, except to the extent such amounts were actually
received by Lender; (f) liable or bound by any right of first refusal or option
to purchase all or any portion of the Property except for any such right or
option as expressly set forth in the Lease; or (g) liable for construction or
completion of any improvements to the Property or as required under the Lease
for Tenant's use and occupancy (whenever arising). Although the foregoing
provisions of this Agreement are self-operative, Tenant agrees to execute and
deliver to Lender or any Successor Owner such further instruments as Lender or a
Successor Owner may from time to time reasonably request in order to confirm
this Agreement. If any liability of Successor Owner does arise pursuant to this
Agreement, such liability shall be limited to Successor Owner's interest in the
Property including any casualty insurance proceeds and condemnation awards
actually paid to Lender to the extent that Lender was required to make such
proceeds available to Tenant under the Loan Documents.

      4. Rent Payments; Notice to Tenant Regarding Rent Payments. Tenant agrees
not to pay rent more than one (1) month in advance unless otherwise specified in
the Lease. After notice is given to Tenant by Lender that Landlord is in default
under the Security Instrument and that the rentals under the Lease are to be
paid to Lender directly pursuant to the assignment of leases and rents granted
by Landlord to Lender in connection therewith. Tenant shall thereafter pay to
Lender all rent and all other amounts due or to become due to Landlord under the
Lease. Landlord hereby expressly authorizes Tenant to make such payments to
Lender upon reliance on Lender's written notice (without any inquiry into the
factual basis for such notice or any prior notice to or consent from Landlord)
and hereby releases Tenant from all liability to Landlord in connection with
Tenant's compliance with Lender's written instructions.

      5. Lender Opportunity to Cure Landlord Defaults. Tenant agrees that, until
the Security Instrument is released by Lender, it will not exercise any remedies
under the Lease following a Landlord default without having first given to
Lender (a) written notice of the alleged Landlord default and (b) the
opportunity to cure such default within the longer of (i) 30 days after the cure
period provided under the Lease to Landlord, (ii) 30 days from Landlord's
receipt of Tenant's notice to Lender of a Landlord default, or (iii) if the cure
of such default requires possession of the Property, 30 days after Lender has
obtained possession of the Property, provided that,in each case, if such
default cannot reasonably be cured within such 30-day period and Lender has
diligently commenced to cure such default promptly within the time contemplated
by this Agreement, such 30-day period shall be extended for so long as it shall
require Lender, in the exercise of due diligence, to cure such default, but,
unless the parties otherwise agree, in no event shall the entire cure period be
more than 120 days. Tenant acknowledges that Lender is not obligated to cure any
Landlord default, but if Lender elects to do so, Tenant agrees to accept cure by
Lender as that of Landlord under the Lease and will not exercise any right or
remedy under the Lease for a Landlord default. Performance rendered by Lender on
Landlord's behalf is without prejudice to Lender's rights against Landlord under
the Security Instrument or any other documents executed by Landlord in favor of
Lender in connection with the Loan.

               EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 3

<PAGE>

                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

      6. Miscellaneous.

            (a) Notices. All notices and other communications under this
Agreement are to be in writing and addressed as set forth below such party's
signature hereto. Default or demand notices shall be deemed to have been duly
given upon the earlier of: (i) actual receipt; (ii) one (1) business day after
having been timely deposited for overnight delivery, fee prepaid, with a
reputable overnight courier service, having a reliable tracking system; (iii)
one (1) business day after having been sent by telecopier (with answer back
acknowledged) provided an additional notice is given pursuant to (ii); or (iv)
three (3) business days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by certified
mail, postage prepaid, return receipt requested, and in the case of clause (ii)
and (iv) irrespective of whether delivery is accepted. A new address for notice
may be and established by written notice to the other parties: provided,
however, that no address change will be effective until written notice thereof
actually is received by the party to whom such address change is sent.

            (b) Entire Agreement; Modification. This Agreement is the entire
agreement between the parties hereto with respect if the subject matter hereof,
and supersedes and replaces all prior discussions, representations,
communications and agreements (oral or written). This Agreement shall not be
modified, supplemented, or terminated, nor any provision hereof waived, except
by a written instrument signed by the party against whom enforcement thereof is
sought, and then only to the extent expressly set forth in such writing.

            (c) Binding Effect; Joint and Several Obligations. This Agreement is
binding upon and inures to the benefit of the parties hereto and their
respective heirs, executors, legal representatives, successors, and assigns,
whether by voluntary action of the parties or by operation of law. No Indemnitor
may delegate or transfer its obligations under this Agreement.

            (d) Unenforceable Provisions. Any provision of this Agreement which
is determined by a court of competent jurisdiction or government body to be
invalid, unenforceable or illegal shall be ineffective only to the extent of
such determination and shall not affect the validity, enforceability or
legality of any other provision, nor shall such determination apply in any
circumstance or to any party not controlled by such determination.

            (e) Duplicate Originals; Counterparts. This Agreement may be
executed in any number of duplicate originals, and each duplicate original shall
be deemed to be an original. This Agreement (and each duplicate original) also
may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together constitute a fully executed Agreement even
though all signatures do not appear on the same document.

                EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 4

<PAGE>


                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

            (f) Construction of Certain Terms. Defined terms used in this
Agreement may be used interchangeably in singular or plural form, and pronouns
shall be construed to cover all genders. Article and section headings are for
convenience only and shall not be used in interpretation of this Agreement. The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular section, paragraph or
other subdivision; and the word "section" refers to the entire section and not
to any particular subsection, paragraph of other subdivision; and "AGREEMENT"
and each of the Loan Documents referred to herein mean the agreement as
originally executed and as hereafter modified, supplemented, extended,
consolidated, or restated from time to time.

            (g) Governing Law. This Agreement shall be interpreted and enforced
according to the laws of the State where the Property is located (excluding any
choice of law rules that may direct the application of the laws of another
jurisdiction).

      (h) Consent to Jurisdiction. Each party hereto irrevocably consents and
submits to the exclusive jurisdiction and venue of any state or federal court
sitting in the county and state where the Property is located with respect to
any legal action arising with respect to this Agreement and waives all
objections which it may have to such jurisdiction and venue.

      (i) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
PARTY HERETO WAIVES AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY
ISSUE ARISING OUT OF THIS AGREEMENT.

          [Remainder of page is blank; signatures appear on next page.]

              EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 5

<PAGE>

                                                       LOAN NUMBER: ____________

                                                                     EXHIBIT G-1

      IN WITNESS WHEREOF, this Agreement is executed this __________________ day
of __________________,2004.

      LENDER:                                 TENANT:

      GMAC Commercial Mortgage Corporation    _________________________________

                                              [insert Tenant's name]

      By:________________________________     By:______________________________

      Name:                                   Name:

Title:                                      Title:

LENDER NOTICE ADDRESS:                      TENANT NOTICE ADDRESS:

GMAC Commercial Mortgage Corporation        ______________________________

200 Witmer Road                             ______________________________

Horsham, PA 19044                           ______________________________

Attn: Servicing - Executive Vice President Attn:

                  [Execution by Landlord appears on next page.]

-----------
[insert Landlord's name]

     SIGNATURE PAGE TO EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 6

<PAGE>

                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

      By:_________________________________________

      Name:

Title:

LANDLORD NOTICE ADDRESS:

__________________________
__________________________
__________________________

Attn:

      Attach:     Exhibit A - Legal Description of the Property

      SIGNATURE PAGE TO EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 7

<PAGE>

                                           LOAN NUMBER: _______________________

                                                                     EXHIBIT G-1

Notary Acknowledgement for Lender:

      State of _________________________________________     :

                                                       :ss

      County of _______________________________________:

            On this, the ______ day of _____________________, 200_____, before
      me, the undersigned Notary Public, personally appeared
      ________________________ known to me (or satisfactorily proven) to be the
      person whose name is subscribed to the within instrument, and who
      acknowledged to me that he/she is an officer of GMAC Commercial Mortgage
      Corporation in the capacity stated and that he/she executed the within
      instrument in such capacity for the purposes therein contained.

        IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                                        ________________________

                                                        Notary Public

Notary Acknowledgement for Tenant:

      State of ____________________________________  :

                                                   :ss

      County of ___________________________________:

            On this, the _____ day of _______________, 200__, before me, the
      undersigned Notary Public, personally appeared________________________
      known to me (or satisfactorily proven) to be the person whose name is
      subscribed to the within instrument and who acknowledged to me that he/she
      is an officer of the Tenant in the capacity stated and that he/she
      executed the within instrument in such capacity for the purposes therein
      contained.

SIGNATURE PAGE TO EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 8

<PAGE>

                                           LOAN NUMBER: ________________________

                                                                     EXHIBIT G-1

       IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                                        _____________________

                                                        Notary Public

Notary Acknowledgement for Landlord:

    State of ________________________________________   :

                                                     :ss

    County of _______________________________________:

          On this, the ______ day of ______________________, 200__, before me,
    the undersigned Notary Public, personally appeared _____________________
    known to me (or satisfactorily proven) to be the person whose name is
    subscribed to the within instrument and who acknowledged to me that he/she
    is an officer of the Landlord in the capacity stated and that he/she
    executed the within instrument in such capacity for the purposes therein
    contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                        ________________________________________

                                        Notary                            Public

SIGNATURE PAGE TO EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 9

<PAGE>

                                                      LOAN NUMBER: _____________

                                                                     EXHIBIT G-1

                                    EXHIBIT A

                         (Legal Description of Property)

        EXHIBIT A TO EXHIBIT G-1 TO PLY GEM AMENDED & RESTATED LEASE - 1

<PAGE>
                                                                     EXHIBIT G-2

                          TENANT ESTOPPEL CERTIFICATE
                          ___________________________

__ TENANT NAME: _______________________________________________________________

__ LANDLORD NAME: _____________________________________________________________

__ MORTGAGED PROPERTY: ________________________________________________________


     TENANT'S LEASED SPACE IN MORTGAGED PROPERTY:

__ Address/Suite# _____________________________________________________________

__ Total Square Footage: _______________ Description of Operations: ___________

__ ____________________________________________________________________________


     Landlord requests Tenant to complete this Certificate for the benefit of
GMAC Commercial Mortgage Corporation (together with its successors and assigns,
"LENDER") in connection with a pending loan ("LOAN") which Lender may make to
Landlord. The Loan will be secured by a mortgage or deed of trust on the
Mortgaged Property.

                       TENANT STATEMENTS ABOUT ITS LEASE
                       _________________________________


     Unless otherwise stated by Tenant in Item 17 below, Tenant confirms to
Lender:


1.   An accurate and complete copy of Tenant's lease agreement ("LEASE") is
     attached as Schedule A. The Lease is in full force and effect, and no other
     agreements (verbal or written) modify or supplement the Lease or Tenant's
     rights with respect to the Leased Space. Tenant has not assigned, sublet,
     encumbered, or otherwise transferred all or any part of the Leased Space or
     the Lease. To the best of Tenant's knowledge, no rental or leasing
     commission remain unpaid with respect to the Lease.

<PAGE>

                                                                     EXHIBIT G-2

2.    Tenant currently (a) is the sole tenant and occupant of the Leased Space,
      (b) has unconditionally accepted full possession of the Leased Space, and
      (c) is open for business and operating from the Leased Space. All tenant
      improvements to be constructed as a condition to the Lease have been
      completed to Tenant's satisfaction, and no unreimbursed construction or
      fit-up allowances are due to Tenant. No damage to the Leased Space exists
      which has not been repaired to Tenant's satisfaction. All common areas of
      the Mortgaged Property (including, without limitation, parking areas,
      sidewalks, access ways and landscaping) are in compliance with the Lease
      and are satisfactory for Tenant's purposes.

3.    The Lease is [___] or is not [___] guaranteed. A copy of each guaranty is
      attached as Schedule B.

4.    To the best knowledge of Tenant, no default by Landlord or by Tenant
      currently exists under the Lease. To the best knowledge of Tenant, no
      event has occurred which would be a default, if notice had been given or
      applicable grace/cure periods had expired (or both). Tenant has no
      setoffs, credits, claims or defenses to Tenant's obligation to pay rent or
      other charges to be paid under the Lease (including, without limitation,
      common maintenance charges, if any) or to enforcement of the Lease. Tenant
      has not given Landlord any notice of termination of the Lease.

5.    The current lease term began on _________________, and the rent
      commencement date, if different, began on __________________. The current
      lease term ends on _________________. Except as specifically set forth in
      the Lease, Tenant has no option to terminate the Lease prior to such date.

6.    Tenant has the option to extend the term of the Lease for ________ renewal
      periods. Each renewal offers a term of _________ months. Tenant has not
      exercised any renewal option as of the date hereof.

7.    Tenant has none of the following rights: Right to expand the Leased Space;
      right to relocate the Leased Space; right of first refusal (offer) with
      respect to any other space in the Mortgaged Property; or option or right
      of first refusal (offer) to purchase the Mortgaged Property.

8.    Tenant's last payment of base rent in the amount of $______________ was
      paid on ___________________, and Tenant's, last payment of its share of
      common expenses in the amount of $_____________ was paid on
      ___________________. No other advance rent has been paid by Tenant.

               EXHIBIT G-2 TO PLY GEM AMENDED & RESTATED LEASE-2

<PAGE>
                                                                    EXHIBIT G-2

9.    Tenant has paid Landlord a security deposit in the amount of $0.00. No
      portion of the security deposit has been applied by Landlord toward
      Tenant's obligations under the Lease.

10.   All rent-free periods or rent concessions provided under the Lease, if
      any, have expired, and no rent concession will become effective during
      the remainder of the Lease.

11.   No bankruptcy, reorganization, insolvency or similar proceedings under any
      state or federal law has commenced or is currently proceeding in which
      Tenant is the debtor.

12.   Tenant has all licenses and permits which Tenant must have to operate its
      business from the Leased Space, and all are current and have not been
      revoked.

13.   Since taking possession of the Leased Space, Tenant has not received any
      notice that the Leased Space or Tenant's use of the Leased Space violates
      any applicable law, regulation, ordinance or directive of any governmental
      authority or agency or insurance company.

14.   Since taking possession of the Leased Space, Tenant has not stored,
      generated, manufactured, refined, treated, transported, disposed or in any
      way used materials which are considered hazardous substances or wastes
      under applicable environmental laws and regulations (including, without
      limitation, petroleum or petroleum by-products) at the Leased Space or on
      any other part of the Mortgaged Property, except in compliance with the
      requirements of the Lease and applicable law.

15.   Tenant is not identified on the list of specially designated nationals and
      blocked persons subject to financial sanctions that is maintained by the
      U.S. Treasury Department, Office of Foreign Assets Control and any other
      similar list maintained by the Office of Foreign Assets Control pursuant
      to any authorizing United States law, regulation or Executive Order of the
      President of the United States ("OFAC List") nor is Tenant subject to
      trade embargo or economic sanctions pursuant to any authorizing United
      States law, regulation or Executive Order of the President of the United
      States.

16.    Tenant understands that a condition of the Loan may require
       Lender's consent to any future amendment, waiver, expansion or renewal
       (except for expansion or renewal rights, currently permitted to Tenant by
       the express terms of the Lease), and no modification, waiver, expansion
       or renewal made without Leader's written consent will be enforceable
       against Lender.

              EXHIBIT G-2 TO PLY GEM AMENDED & RESTATED LEASE - 3

<PAGE>

                                                                     EXHIBIT G-2

17.   Tenant understands that a condition of the Loan will prohibit Landlord
      from accepting Tenant's rent more than 30 days prior to its due date, and
      no payment of rent by Tenant more than 30 days in advance will be binding
      on Lender.

18.   Listed below (or on Schedule C attached hereto by Tenant) are any
      exceptions asserted by Tenant to the foregoing statements. 1-17. (Lender
      has no obligation to address Tenant's exceptions in connection with the
      Loan):

      __________________________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________

      BY SIGNING BELOW:

            o     Tenant certifies that all information stated in this
                  Certificate is accurate and correct in all material respects
                  and does not omit any material fact that would make any
                  statement false or misleading and that the undersigned
                  representative is duly authorized to sign this Certificate on
                  Tenant's behalf.

            o     Tenant agrees for a period of thirty (30) days from the date
                  hereof to notify Landlord and Lender in writing of any
                  changes to the statements made by Tenant in this Certification
                  promptly upon Tenant's learning of each such change.

                                     TENANT:

Date:_______________            By:__________________________

                                          Name:

                                          Title:

              EXHIBIT G-2 TO PLY GEM AMENDED & RESTATED LEASE - 4

<PAGE>

                                                                       EXHIBIT H

      INTENTIONALLY OMITTED

               EXHIBIT H TO PLY GEM AMENDED & RESTATED LEASE - 1

<PAGE>

                                                                       EXHIBIT I

                       TENANT'S POST-CLOSING OBLIGATIONS

      Tenant shall conduct the following actions and provide landlord with
written confirmation, satisfactory to Landlord within sixty (60) days of the
Commencement Date that all of the activities listed in Paragraphs 1, 3 and 4
below have been satisfactorily completed, except that with respect to the ALTA
surveys noted in Paragraph 3 below, such ALTA surveys shall be provided to
Landlord within fourteen (14) days, of the Commencement Date. Tenant shall
provide written confirmation, satisfactory to Landlord, within sixty (60) days
of the completion of each activity identified in Paragraph 2 below.

      1.    PREPARATION OF ASBESTOS OPERATION AND MAINTENANCE ("O&M") PLANS

            Within forty-five (45) days of the Commencement Date, Tenant shall
      have prepared an asbestos O&M plan which complies with the requirements of
      29 C.F.R. section.1910.1001 for the following properties:

                  o the Valencia, PA Premises

                  o the Fair Bluff, NC Premises

                  o the Rocky Mount, VA Premises

                  o the Kearney, MO Premises

      The asbestos O&M plan must specifically require that Tenant, and not
      Landlord, be responsible for all obligations relating to the
      identification of asbestos, notification to employees and other
      requirements of 29 C.F.R. section. 1910.1001.

      2.    Remediation/Investigation Issues

      A.    THE ROCKY MOUNT, VA PREMISES

            remediate, or cause to be remediated, the PCP and mineral spirit
      contamination of soil and groundwater (if impacted) to applicable clean up
      standards and to the written approval of the applicable government
      environmental agency.

               EXHIBIT I TO PLY GEM AMENDED & RESTATED LEASE - 1

<PAGE>

                                                                       EXHIBIT I

      B.    VALENELA, PA PREMISES

        If required by applicable law or government agency, investigate the area
        of the former USTs, septic system and historic Spills identified in the
        August 2004 "Environmental Review of PlyGem industries, Inc. and MW
        Manufacturers Inc" prepared by ENVIRON and remediate any contamination
        to applicable cleanup standards and to the written approval of the
        applicable: environmental agency.

      C.    MARTINSBURG, WVA PREMISES

        If required by the West Virginia Department of Environmental
        Protection ("WVDEP"), address any comments from WVDEP to the closure
        report for the used oil AST.

      3.    REGULATORY COMPLIANCE ISSUES

            Within forty-five (45) days of the Commencement Date, Tenant shall
            have addressed and resolved the following regulatory compliance
            issues identified by ENVIRON in their January 2004 and July 2004
            Assessment reports for the following properties:

      A. THE ROCKY MOUNT, VA PREMISES

            41. Inclusion of three (3) 550-gallon aboveground storage tanks
("AST") in the truck maintenance warehouse in the Spill Prevention, Control and
Countermeasures ("SPCC") plan.

            42. Provide secondary containment for the three USTs.

            43. Providing a record of the annual integrity inspection of the
multi-cyclone.

            44. Inclusion of the used oil burner in the truck
maintenance building as an insignificant emissions source.

            45. Written notification from the local publicly owned treatment
works ("POTW") that a permit is no longer required for discharge of industrial
wastes.

            46. Evidence that quarterly visual inspections, of stormwater
discharges are being performed pursuant to the site's Virginia Pollutant
Discharge Elimination System general permit.

                EXHIBIT 1 TO PLY GEM AMENDED & RESTATED LEASE - 2

<PAGE>

                                                                       EXHIBIT I

            47. Evidence that required Tier II reports have been submitted for
2003.

            48. Preparation of a written respiratory protection program as
required by 29 C.F. R. 1910.1200.

      B. THE VALENCIA. PA PREMISES

            49. Update SPCC plan diagram to accurately represent storage
locations.

            50. Evidence that hazardous waste is stored in a containment
building meeting the requirements of 29 C. F. R. section 262.34(a)1(iv).

            51. Removal of approximately 150 empty drums stored on pavement west
of the hazardous waste storage area and approximately 400 drums stored on soil
north of the south wastewater treatment plant.

            52. Evidence that notification, if required, has been made to the
local emergency planning committee and state emergency planning committee of the
presence of sulfuric acid contained in batteries stored at the site.

            53. Registration of gasoline, diesel fuel and chromic acid ASTs.

      C. THE YORK. NE PREMISES

            54. Evidence that quarterly and annual inspections as, required by
the facility's Stormwater Prevention Plan ("SWPP") are being conducted. Evidence
that required training is conducted and properly documented.

            55. Preparation of a certified SPCC plan.

      D. THE KEARNEY, MO PREMISES

            56. Update of SWPP Plan and evidence that identified actions
(inspections conducted and documented, training documentation available) have
been implemented.

            57. Preparation of an SPCC plan.

      E. THE FAIR BLUFF. NC PREMISES

            58. Preparation of a certified SPCC plan.

            59.   Construction or secondary containment for materials stored in
the fenced oil storage area south of the blending area in the northeast corner
of the production building.

            60. Removal of two (2) drums of weed killer observed in the oil
storage area, or evidence of use of material in the drums.

            61. Submission of a notice of intent for general stormwater permit
and updating of SWPP plan.

            62. Clean out of the loading dock sump and proper disposal of the
contents.

                EXHIBIT I TO PLY GEM AMENDED & RESTATED LEASE - 3

<PAGE>

                                                                       EXHIBIT I

      4.    Repair/Regulatory compliance Issues

A.    VALENCIA, PA

      1.    Install secondary roof drains on EPDM roofs

      2.    Install three (3) additional ADA compliant parking spaces with one
            (1) meeting "Van accessible" requirements

      3.    Updated ALTA survey

      4.    File corrected subdivision map (executed by each adjoining landowner
            and the appropriate governmental authorities) correcting
            "Sub-Division No. 3 for Sarah J. Ferree" to reflect and recognize
            the boundaries set forth in the legal description on Exhibit "A" of
            this lease with respect to the Valencia, PA property.

      5     Install two (2) ADA compliant restrooms on first level

B.    TOLEDO, OH

      1.    Updated ALTA survey

      2.    Install nine (9) ADA compliant parking spaces with one (1 ) meeting
            the "Van Accessible" Requirements

C.    ROCKY MOUNT, VA

      1.    Replace painted sprinkler heads

      2.    Install sprinkler system in compactor area

      3.    Lower stacking heights of stored plastic materials as recommended by
            St. Paul Travelers Insurance Company

      4.    Install three (3 ) ADA compliant parking spaces with two (2) meeting
            "Van Accessible" requirements

      5.    Install ADA signage that directs personnel or visitors to ADA
            compliant restrooms in the main buildings

      6.    Updated, ALTA survey

      7.    Install ADA Convert one (1) restroom in the Weaver building to a
            Unisex ADA compliant restroom

D.    FAIR BLUFF, NC

               EXHIBIT I TO PLY GEM AMENDED &. RESTATED LEASE - 4

<PAGE>

                                                                       EXHIBIT I

      1.    Install three (3) ADA compliant parking spaces with one (1) meeting
            "Van Accessible" requirements

      2.    Updated ALTA survey

      3.    Replace the locker room faucets with lever style controls and
            install pipe protection when the locker rooms are renovated as
            planned

E.    MARTINSBURG. WV

      1.    Replace thru-wall units in QC Lab

      2.    Install scuppers in parapet of roof over offices

      3.    Install flex tube on RTU condensate lines; repair roof panels

      4.    Repair site lighting controls

      5.    Updated ALTA survey

      6.    (1) Obtain access easement for the existing private road known as
            "Variform Drive", (2) obtain confirmation that "Variform Drive" has
            been dedicated as a public road or (3) construct a roadway
            connecting the Martinsburg, WV property to State Route 9 within the
            existing access easement area.

      7.    Obtain drainage pipe easement for drainage pipe connected to
            stormwater retainage pond.

      8.    Install ADA compliant parking space

F.    KEARNEY, MO

      1.    Updated ALTA survey

      2.    Install an access ramp to the office entrance

      3.    Install three(3) signs marking the ADA compliant parking spaces

      4.    Stripe an additional one hundred sixty-nine (169) parking spaces

      5.    Install a "Van Accessible" parking space meeting ADA requirements

G.    YORK, NE

      1.    Updated ALTA survey

      2.    Improve office restroom at the office area

                 EXHIBIT I TO PLY GEM AMENDED & RESTATED LEASE-5

<PAGE>

                                                                       EXHIBIT I

      3.    Install an appropriate entrance door with grade level thresholds at
            the office entrance

      4.    Stripe an additional twenty-one(21) parking spaces.

      5.    Install three(3) ADA compliant parking spaces with one(1) meeting
            "Van Accessible" Requirements

      5.    Compliance Letters

      Tenant shall use reasonable efforts to obtain any zoning, fire code or
building compliance letters and letters confirming no pending condemnations from
each applicable governmental authority to the extent that same have not been
previously provided to Landlord prior to the Commencement Date.

      6.    Communications Regarding Environmental Post-Closing Matters:

                  Tenant shall provide all communications regarding the
Post-Closing Obligations specified in Paragraphs 1 and 2 of this Exhibit "I"
including Tenant's proof of satisfactory completion of these obligations to
Landlord, addressed to:

                    Louis A. Naugle, Esquire
                    Reed  Smith LLP
                    435 Sixth Avenue
                    Pittsburgh, PA 15219
                    Telephone :412-288-8586
                    Fax:  412-288-3063
                    E-mail: lnaugle@reedsmith.com

                 EXHIBIT I TO PLY GEM AMENDED & RESTATED LEASE-6